HomeMy WebLinkAbout5356 RESOLUTION NO. 5 3 5 6
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO
EXECUTE AN AGREEMENT WITH SENSUS USA, INC. FOR
SOFTWARE AS A SERVICE RELATING TO REMOTE WATER
METER READING.
WHEREAS, the City of Auburn has upgraded water meters for city water
service to enable remote reading; and
WHEREAS, Sensus USA, Inc. is the exclusive provider of software and
related services necessary to operate the remote meter reading equipment that
has been installed; and
WHEREAS, Ferguson Enterprises, Inc. is the local distributor of the
Sensus software; and
WHEREAS, the current software is becoming obsolete and an improved
version is available; and
WHEREAS, the City Council of the City of Auburn finds that the software
service provided by Sensus USA, Inc. will benefit public health safety and welfare
by providing improved water meter reading.
NOW, THEREFORE, THE COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, RESOLVES as follows:
Section 1. The Mayor is hereby authorized to execute an
agreement with Ferguson Enterprises, Inc. for upgrading water-meter reading
related software, in substantial conformity with the agreement attached hereto,
marked as Exhibit A and incorporated herein by this reference.
Resolution No. 5356
06/12/18
Page 1
Section 2. The Mayor is hereby authorized to implement such
administrative procedures as may be necessary to carry out the directions of
this legislation.
Section 3. This Resolution shall take effect and be in force upon
passage and signatures thereon.
DATED and SIGNED on this 18th day of June, 2018.
CITY OF AUBURN
at.S114$
NillMUS, MAYOR
ATTEST:
ka45‘
Da delle E. Daskam, City Clerk
APPROVED A ,O FORM:
11
Al)
Dani.ef'B. Heid,\City Attorney
Resolution No. 5356
06/12/18
Page 2
r y
•
CITY OF -
JSjJJTJJJs4Nancy Backus, Mayor
WASHINGTON 25 West Main Street * Auburn WA 98001-4998 * www.auburnwa.gov * 253-931-3000
August 13, 2018
James Adams
Ferguson Waterworks
3601 20th Street East, Suite#2
Fife, WA 98424
RE: Agreement No. AG-S-108
Water Utility Meter Billing System Analytics
Dear Mr. Adams:
Enclosed please find an executed copy of the above-referenced Agreement. This letter serves as your
Notice to Proceed. For the City's tracking and record keeping purposes, please reference AG-S-108 on
all correspondence and related material.
We must receive certificate(s) of insurance, evidencing your insurance coverage as required per Section
14. Please send the certificate(s) to Amanda DeSilver, Contracts Administration Supervisor, at the
address listed at the top of this letterhead.
As the project manager, I am the designated contact for this agreement and all amendments.
Questions, assignments and coordination shall be routed through me. You can contact me at 253-804-
5061.
Sincerely,
jOe',/fd14-4e,—°
Susan Fenhaus
Water Utility Engineer
Public Works Department
SF/ad/mm
Enclosure
cc: City Clerk
Susan Fenhaus, Water Utility Engineer
AG-S-108
AUBURN -fr MORE THAN YOU IMAGINED
CITY OF AUBURN
AGREEMENT FOR SERVICES
AG-S-108
THIS AGREEMENT made and entered into on this / `---day of
2018, by and between the City of Auburn, a municipal corporation he ate of
Washington, hereinafter referred to as "City" and Ferguson Enterprises, Inc. d/b/a
Ferguson Waterworks, 24025 Woodinville-Snohomish Road, Woodinville, WA,
hereinafter referred to as the "Provider."
WITNESSETH :
WHEREAS, the City is in need of the services of individuals, employees or firms
for software and data hosting relating to the City's automated metering infrastructure,
integration with billing software, and software training; and,
WHEREAS, the City desires to retain the Provider to provide said services in
connection with the City's work; and,
WHEREAS, the Provider is qualified and able to provide services in connection
with the City's needs for the above-described work, and is willing and agreeable to
provide such services upon the terms and conditions herein contained.
NOW, THEREFORE, the parties hereto agree as follows:
1. Scope of Services
The Provider agrees to perform in a good and professional manner the tasks
described on Exhibit "A" which is attached hereto and by this reference made a
part of this Agreement. (The tasks described on Exhibit "A" shall be individually
referred to as a "task," and collectively referred to as the "services.") The Provider
shall perform the services as an independent contractor and shall not be deemed,
by virtue of this Agreement and the performance thereof, to have entered into any
partnership, joint venture. employment or other relationship with the City.
2. Additional Services
In the event additional services with respect to related work are required beyond
those specified in the Scope of Work, and not included in the compensation listed
in this Agreement, a contract amendment shall be set forth in writing and shall be
executed by the respective parties prior to the Provider's performance of the
services there under, except as may be provided to the contrary in Section 3 of this
Agreement. Upon proper completion and execution of an Amendment (agreement
for additional services), such Amendment shall be incorporated into this
Agreement and shall have the same force and effect as if the terms of such
Amendment were a part of this Agreement as originally executed. The
performance of services pursuant to an Amendment shall be subject to the terms
and conditions of this Agreement except where the Amendment provides to the
AG-S-108
ENG-230, Revised 12/17
Page 1 of 8
•
contrary, in which case the terms and conditions of any such Amendment shall
control. In all other respects, any Amendment shall supplement and be construed
in accordance with the terms and conditions of this Agreement.
3. Performance of Additional Services Prior to Execution of an Amendment
The parties hereby agree that situations may arise in which services other than
those described on Exhibit "A" are desired by the City and the time period for the
completion of such services makes the execution of Amendment impractical prior
to the commencement of the Provider's performance of the requested services.
The Provider hereby agrees that it shall perform such services upon the written
request of an authorized representative of the City pending execution of an
Amendment, at a rate of compensation to be agreed to in connection therewith.
The invoice procedure for any such additional services shall be as described in
Section 7 of this Agreement.
4. Provider's Representations
The Provider hereby represents and warrants that the Provider has all necessary
licenses and certifications to perform the services provided for herein, and is
qualified to perform such services.
5. City's Responsibilities
The City shall do the following in a timely manner so as not to delay the services of
the Provider:
a. Designate in writing a person to act as the City's representative with respect to
the services. The City's designee shall have complete authority to transmit
instructions, receive information, interpret and define the City's policies and
decisions with respect to the services.
b. Furnish the Provider with all information, criteria, objectives, schedules and
standards for the project and the services provided for herein.
c. Arrange for access to the property or facilities as required for the Provider to
perform the services provided for herein.
d. Examine and evaluate all studies, reports, memoranda, plans, sketches, and
other documents prepared by the Provider and render decisions regarding such
documents in a timely manner to prevent delay of the services.
6. Acceptable Standards
The Provider shall be responsible to provide, in connection with the services
contemplated in this Agreement, work products and services of a quality and
professional standard acceptable to the City.
7. Compensation
As compensation for the Provider's performance of the services provided for
herein, the City shall pay the Provider the fees and costs specified on Exhibit "B"
which is attached hereto and by this reference made a part of this Agreement (or
as specified in an Amendment). The Provider shall submit to the City an invoice or
statement of time spent on tasks included in the scope of work provided herein,
and the City upon acceptance of the invoice or statement shall process the invoice
AG-S-108
ENG-230, Revised 12/17
Page 2 of 8
or statement in the next billing/claim cycle following receipt of the invoice or
statement, and shall remit payment to the Provider thereafter in the normal course,
subject to any conditions or provisions in this Agreement or Amendment. The
Agreement number must appear on all invoices or statements submitted. The not-
to-exceed amount for this agreement is $192,401.10.
8. Time for Performance and Term of Agreement
The Provider shall not begin any work under this Agreement until authorized in
writing by the City. The Provider shall perform the services provided for herein in
accordance with the direction and scheduling provided on Exhibit "A" attached
hereto and incorporated herein by this reference, unless otherwise agreed to in
writing by the parties. All work under this Agreement shall be completed by
December 31, 2022.
9. Ownership and Use of Documents
All documents, reports, memoranda, diagrams, sketches, plans, surveys, design
calculations, working drawings and any other materials created or otherwise
prepared by the Provider exclusively and specifically as part of his performance of
this Agreement (the "Work Products") shall be owned by and become the property
of the City, and may be used by the City for any purpose beneficial to the City.
10. Records Inspection and Audit
All compensation payments shall be subject to the adjustments for any amounts
found upon audit or otherwise to have been improperly invoiced, and all records
and books of accounts pertaining to any work performed under this Agreement
shall be subject to inspection and audit by the City for a period of up to three (3)
years from the final payment for work performed under this Agreement.
11. Continuation of Performance
In the event that any dispute or conflict arises between the parties while this
Contract is in effect, the Provider agrees that, notwithstanding such dispute or
conflict, the Provider shall continue to make a good faith effort to cooperate and
continue work toward successful completion of assigned duties and
responsibilities.
12. Administration of Agreement
This Agreement shall be administered by I Oro tCKS50A) , on behalf of
the Provider, and by the Mayor of the City, or designee, on behalf of the City. Any
written notices required by the terms of this Agreement shall be served on or
mailed to the following addresses:
City of Auburn Ferguson Enterprises, Inc. d/b/a
Ferguson Waterworks
Susan Fenhaus James Adams
Water Utility Engineer General Manager Washington
25 West Main Street 3601 20th Street East Suite #2
Auburn, WA 98001-4998 Fife, WA 98424
Phone: 253-804-5061 Phone (253)538-8294
AG-S-108
ENG-230, Revised 12/17
Page 3 of 8
Fax: 253-931-3053 Fax: (253) 531-9910
E-mail: sfenhaus@auburnwa.gov E-mail: james.adams@ferguson.com
13. Notices
All notices or communications permitted or required to be given under this
Agreement shall be in writing and shall be deemed to have been duly given if
delivered in person or deposited in the United States mail, postage prepaid, for
mailing by certified mail, return receipt requested, and addressed, if to a party of
this Agreement, to the address for the party set forth above.
Either party may change his, her or its address by giving notice in writing, stating
his, her or its new address, to the other party, pursuant to the procedure set forth
above.
14. Insurance
The Provider shall procure and maintain for the duration of this Agreement,
insurance against claims for injuries to persons or damage to property which may
arise from or in connection with the performance of the work hereunder by the
Provider, or the Provider's agents, representatives, employees, or subcontractors.
Provider's maintenance of insurance as required by the Agreement shall not be
construed to limit the liability of the Provider to the coverage provided by such
insurance, or otherwise limit the City's recourse to any remedy available at law or
in equity.
The Service Provider shall obtain insurance of the types described below:
a. Automobile Liability insurance, covering all owned, non-owned, hired and
leased vehicles. Coverage shall be written on Insurance Services Office (ISO)
form CA 00 01 or a substitute form providing equivalent liability coverage. If
necessary, the policy shall be endorsed to provide contractual liability
coverage. Provider shall maintain automobile insurance with minimum
combined single limit for bodily injury and property damage of$1,000,000 per
accident.
b. Commercial General Liability insurance shall be written on ISO occurrence form
CG 00 01 and shall cover liability arising from premises, operations,
independent contractors, products-completed operations, stop gap liability,
personal injury and advertising injury, and liability assumed under an insured
contract. The Commercial General Liability insurance shall be endorsed to
provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85.
There shall be no endorsement or modification of the Commercial General
Liability insurance for liability arising from explosion, collapse or underground
property damage. The City shall be named as an insured under the
Contractor's Commercial General Liability insurance policy with respect to the
work performed for the City using ISO Additional Insured endorsement
CG 20 10 10 01 and Additional Insured-Completed Operations endorsement
CG 20 37 10 01 or substitute endorsements providing equivalent coverage.
AG-S-108
ENG-230, Revised 12117
Page 4 of 8
Commercial General Liability insurance shall be written with limits no less than
$1,000,000 each occurrence, $2,000,000 general aggregate, and a $2,000,000
products-completed operations aggregate limit.
c. Worker's Compensation coverage as required by the Industrial Insurance laws
of the State of Washington.
The insurance policies are to contain, or be endorsed to contain, the following
provisions for Automobile Liability and Commercial General Liability insurance:
a. The Provider's insurance coverage shall be primary insurance as respects the
City. Any insurance, self-insurance, or insurance pool coverage maintained by
the City shall be excess of the Provider's insurance and shall not contribute
with it.
b. The Provider's insurance shall be endorsed to state that coverage shall not be
cancelled by either party, except after 30 days prior written notice by certified
mail, return receipt requested, has been given to the City.
Insurance is to be placed with an authorized insurer in Washington State. The
insurer must have a current A.M. Best rating of not less than A:VII.
Provider shall furnish the City with certificates of insurance and a copy of the
amendatory endorsements, including but not necessarily limited to the additional
insured endorsement, evidencing the insurance requirements of the Provider
before commencement of the work. The City reserves the right to require that
complete, certified copies of all required insurance policies be submitted to the City
at any time. The City will pay no progress payments under Section 7 until the
Provider has fully complied with this section.
15. Indemnification/Hold Harmless
The Provider shall defend, indemnify and hold the City and its officers, officials,
employees, and volunteers harmless from any and all claims, injuries, damages,
losses, or suits including attorney fees, arising out of or in connection with the
performance of this Agreement, except for injuries and damages caused by the
negligence of the City.
Should a court of competent jurisdiction determine that this Agreement is subject to
RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury
to persons or damages to property caused by or resulting from the concurrent
negligence of the Provider and the City, its officers, officials, employees, and
volunteers, the Provider's liability hereunder shall be only to the extent of the
Provider's negligence. It is further specifically and expressly understood that the
indemnification provided herein constitutes the Provider's waiver of immunity under
Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification.
This waiver has been mutually negotiated by the parties. The provisions of this
section shall survive the expiration or termination of this Agreement.
AG-S-108
ENG-230, Revised 12/17
Page 5 of 8
16. Assignment
Neither party to this Agreement shall assign any right or obligation hereunder in
whole or in part, without the prior written consent of the other party hereto. No
assignment or transfer of any interest under this Agreement shall be deemed to
release the assignor from any liability or obligation under this Agreement. or to
cause any such liability or obligation to be reduced to a secondary liability or
obligation.
17. Nondiscrimination
The Provider may not discriminate regarding any services or activities to which this
Agreement may apply directly or through contractual, hiring, or other arrangements
on the grounds of race, color, creed, religion, national origin, sex, age, or where
there is the presence of any sensory, mental or physical handicap.
18. Amendment. Modification or Waiver
No amendment, modification or waiver of any condition, provision or term of this
Agreement shall be valid or of any effect unless made in writing, signed by the
party or parties to be bound, or such party's or parties' duly authorized
representative(s) and specifying with particularity the nature and extent of such
amendment, modification or waiver. Any waiver by any party of any default of the
other party shall not affect or impair any right arising from any subsequent default.
Nothing herein shall limit the remedies or rights of the parties hereto under and
pursuant to this Agreement.
19. Termination and Suspension
Either party may terminate this Agreement upon written notice to the other party if
the other party fails substantially to perform in accordance with the terms of this
Agreement through no fault of the party terminating the Agreement.
The City may terminate this Agreement upon not less than seven (7) days written
notice to the Provider if the services provided for herein are no longer needed from
the Provider.
If this Agreement is terminated through no fault of the Provider, the Provider shall
be compensated for services performed prior to termination in accordance with the
rate of compensation provided in Exhibit "B" hereof.
20. Parties in Interest
This Agreement shall be binding upon, and the benefits and obligations provided
for herein shall inure to and bind, the parties hereto and their respective
successors and assigns, provided that this section shall not be deemed to permit
any transfer or assignment otherwise prohibited by this Agreement. This
Agreement is for the exclusive benefit of the parties hereto and it does not create a
contractual relationship with or exist for the benefit of any third party, including
contractors, sub-contractors and their sureties.
AG-S-108
ENG-230, Revised 12/17
Page 6 of 8
21. Costs to Prevailing Party
In the event of such litigation or other legal action, to enforce any rights,
responsibilities or obligations under this Agreement, the prevailing parties shall be
entitled to receive its reasonable costs and attorney's fees.
22. Applicable Law
This Agreement and the rights of the parties hereunder shall be governed by and
interpreted in accordance with the laws of the State of Washington and venue for
any action hereunder shall be in of the county in Washington State in which the
property or project is located, and if not site specific, then in King County,
Washington; provided, however, that it is agreed and understood that any
applicable statute of limitation shall commence no later than the substantial
completion by the Provider of the services.
23. Captions, Headings and Titles
All captions, headings or titles in the paragraphs or sections of this Agreement are
inserted for convenience of reference only and shall not constitute a part of this
Agreement or act as a limitation of the scope of the particular paragraph or
sections to which they apply. As used herein, where appropriate, the singular shall
include the plural and vice versa and masculine, feminine and neuter expressions
shall be interchangeable. Interpretation or construction of this Agreement shall not
be affected by any determination as to who is the drafter of this Agreement, this
Agreement having been drafted by mutual agreement of the parties.
24. Severable Provisions
Each provision of this Agreement is intended to be severable. If any provision
hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity
shall not affect the validity of the remainder of this Agreement.
25. Sensus Software as a Service (SaaS) Agreement
Sensus USA is the proprietor of the software and will host the data for the City.
The SaaS agreement is included as Exhibit "C".
26. Entire Agreement
This Agreement contains the entire understanding of the parties hereto in respect
to the transactions contemplated hereby and supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
27. Counterparts
This Agreement may be executed in multiple counterparts, each of which shall be
one and the same Agreement and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to the other
party.
AG-S-108
ENG-230, Revised 12/17
Page 7 of 8
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed effective the day and year first set forth above.
CITY OF AUBURN Fergusop Enterprises, Inc. d/b/a
Fergu on Waterworks
ancy Ba feri70Y4A1
Sign. ture
Name: cle Riey M / /4044 /4 s
Attest: Title: LIS/Ale-55 /.feu e p/v!EAT lti(/¢ytJglq,Ee
atAC6-C1.2.41
464,„ Z-s/ „,"
Da le Daskam City Clerk Signat e
Name: -,cf.2&^' f...�f/ r X44-zJ
Approved as to form: Title: f A1C T ��,,� .� 5.�2
1) , 1 Federal Tax ID No:-.5-L—Ia/ l 771
Steve Gross, City Attorney
AG-S-108
ENG-230, Revised 12/17
Page 8 of 8
Customer Upgrade Process Flow
Scope of Work
FlexNet Customer Upgrade Scope of Services
1.0 Summary
1.1 This Scope of Services describes activities,roles and responsibilities of Ferguson
Waterworks("FWW"or"Ferguson"),associated with this FlexNet Customer Upgrade to
the existing Advanced Metering Infrastructure(AMI)System
1.2 Ferguson will coordinate the integration to Sensus Analytics with the Customers Utility
Billing Vendor. Please note that there may be charges incurred to the customer by their
Utility Billing Software Provider for the creation and or automation of the file transfers.
This process may need to be scheduled with the Utility Billing Software Company and
may take some time to complete,therefore it is not possible to define an accurate
Project Timeline.
1.3 Ferguson will coordinate the integration for Sensus Analytics to include the VFLEX File
which is the Nightly Sync and the Billing Request and Response Files for the upgrade from
the existing FlexNet MDM.
1.4 The Data being transferred from the old FlexNet System will need to be verified and
possibly cleaned up prior to integration with the new software. Any Meters or
SmartPoints that are no longer installed in the Customers AMI System will need to be
removed from the database prior to porting data from old RNI to the new RNI/Device
Manager. The cleaner the data,the system will be healthier from the beginning. Please
see Removing Meters from the RNI/Device Manager for instructions.
1.5 Ferguson will provide the fully-functioning upgraded Sensus Analytics Software as
defined herein that transmits and integrates the water meter readings from all endpoints
into the City of Auburn customer billing system.
1.6 Ferguson will provide the training necessary for City of Auburn to use the RNI/Device
Manager and Sensus Analytics Software in order to integrate with the billing system
which allows management of the AMI System as well as facilitate information for Billing
and Customer Service. This training is typically 2 or 3 days depending on contract terms.
1.7 As an option, Integration with Third Party Vendor Software will require additional
Integration Fees from Sensus, Ferguson and potentially from the Customers Utility Billing
Vendor.
Customer Upgrade Process Flow
2.0 General Responsibilities
2.1 Ferguson Waterworks:
2.1.1 Facilitate file set up and integration with the new FlexNet AMI Software to
ensure proper communication between Sensus Software and Utility Billing
Software. We will need access to current sync files and or billing route
information as well as import and export file layout requirements in order to
configure the data layout in Sensus Analytics. Depending on the
responsiveness of all parties involved,and how quickly these files are
provided,this process can be completed in 2 weeks and as long as months if
the files are complex or require revisions to the Utility Billing Software
Vendor.
2.1.2 Validate that all VFLEX, Billing Request and Billing Response Files lay out in the
software and process accurately based on Customer requirements as defined
during Data Integration process in Sensus Analytics and Utility Billing
Software. This process happens as VFLEX, Import and Export Files are
integrated with Sensus Analytics.
2.1.3 Provide Training to Administrators,Operators and Utility Billing in how to
maneuver RNI/Device Manager and Sensus Analytics Software. Training
Modules provide user reference for how to create files for billing,generate
reports such as High Consumption, Leaks, etc.,trouble shoot accounts without
reads for billing, latent transmissions,etc.,based on user roles and access
level set by the System Administrator.
2.2 City of Auburn:
2.2.1 Provide a key point of contact to work with Ferguson to include Utility Billing,
Finance, Information Technology,Project Manager/Coordinator,etc.
2.2.2 Provide Ferguson with copies of the current Import/Export Fields and
positions for mapping into the new software.
2.2.3 Facilitate communication between Utility Billing Software provider, Ferguson,
Sensus and any third party vendors involved in the process such as Trainers,
etc.
2.2.4 Provide Automated FTP Software for Automated VFLEX File transmission every
evening to the Sensus Drop Server. This file is imported nightly into Sensus
Customer Upgrade Process Flow
Analytics Software where it is then synced with the data that is transmitted
from the RNI/Device Manager to Sensus Analytics containing the meter read
and alarm information from the field.
2.2.5 Facilitate a Sync File created and validated to be imported into Sensus
Analytics. Work with the Utility Billing Software Vendor to create the file.
Once the file is approved by Sensus,then work with Utility Billing Software
Provider to schedule the automated creation and transmission of the VFLEX
File via Secure Automated FTP to be sent nightly to a Secure Sensus FTP
Server.
2.2.6 Review accuracy of data layout once access is provided to software.
2.2.7 Be available for Training on RNI/Device Manager and Sensus Analytics
Software.
2.3 Sensus:
2.3.1 Receive PO to build servers for updated RNI/Device Manager and Sensus
Analytics for<<Insert Customer Name>>.
2.3.2 Review Software Anniversary Date for new system vs previous system
Anniversary Date. New date to be defined and entered for future invoicing
and support reference dates.
2.3.3 Build RNI/Device Manager Server
2.3.4 Build Sensus Analytics Server
2.3.5 Send Credentials to Ferguson POC
2.3.6 Once servers accepted by the customer,define cutover date.
2.3.7 Perform cutover
24025 Woodinville-Snohomish Rd.
0 FERGusoN, Woodinville, WA 98072
253-375-3055
Waterworks Fax 425-806-8510
Y y thomas.erickson@terguson.com
Sensus Analytics
*
AUBURN
* �`�V-[."CNAN YOU /MAGINC°
Analytics Hosted Model 5 Year Setup 2019 2020 2021 2022
Sensus Analytics Essental 1 $0.00
Sensus RNI SaaS 1 $0.00
Sensus Enhanced Analytics 1 $0.00
Support-4 Year Support Yr $0.00 $24,189.33 $25,302.65 $26,467.20 $34,630.00 $34,630.00
Base Station Maintenance Yr $0.00 $6,250.00 $6,443.30 $6,642.58 $6,848.02 $6,848.02
Analytics Core Training * 1 $6,700.00
Standard Integration Steup 1 $7,450.00 _
Sensus Analytics Base Total $14,150.00 $30,439.33 $31,745.95 $33,109.78 $41,478.02 $41,478.02
Sensus Analytics Hosted Model 5 Year
1.)Pricing includes all necessary software for Sensus RNI 4.x
2.)Pricing includes all necessary software for Sensus Analytics installation
4.)Pricing includes RNI with implementation and configuration. Please refer to implementation
services document for details.
3.)Pricing includes standard integration to billing software utilizing standard formats. Please refer to
integration guide for details. Custom integration purchased separately.
*Includes core user base training,customer service,field user and programming/installation
sEnsus
.ice
Advanced Metering Infrastructure (AMI) Agreement
between
City of Auburn
("Customer")
and
Sensus USA Inc.
("Sensus")
IN WITNESS WHEREOF, the parties have caused this AMI Agreement ("Agreement") to be executed by their duly
authorized representatives as of the day and year written below.The date of the last party to sign is the"Effective Date."
This Agreement shall commence on the Effective Date and continue for/until: 5 Years ("Initial Term"). At the end of the
Initial Term, this Agreement shall automatically renew for an additional term of 5 years('Renewal Term"). The "Term" shall
refer to both the Initial Term and the Renewal Term.
This Agreement contains two parts: Part(1) is The FCC Notification for Spectrum Manager Lease, to be filed with the FCC
by Sensus on behalf of the Customer and Part(2)is a AMI Agreement between Sensus and Customer. Together, these two
parts create the Agreement.
Sensus pA nc Custom r• ity of qurn
By: By:
Name: I C N A E L- V M CGP 03 Name: Al4k�' S
Title: AME"c.1 CA S Title: y
Date: I! i 2 Date: 1 , Wit
st6
Contents of this Agreement:
Part 1: Notification for Spectrum Manager Lease
Part 2:AMI Agreement
Exhibit A Software
Exhibit B Technical Support
CONFIDENTIAL I Page 1 of 14
sEnsus
Part 1: Notification for Spectrum Manager Lease
In order for Sensus to apply to the FCC on the Customer's behalf for a spectrum manager lease,Customer must complete the Information below in boxes one(1)through ten(10)and certify via
authorized signature. Customer's signature will Indicate that Customer authorizes Sensus to file the spectrum manager lease notification on FCC Form 608 with the Customer as spectrum
Lessee,and If Customer does not already have one,ownership disclosure information on FCC Form 602.
1.
Customer/Lessee Name: City of Auburn
Attention To: Colin Schmalz Name of Real Party In Interest: City of Auburn
Street Address: 25 W Main Street City: Auburn
State: WA Zip: 98001 Phone: 253-931-3000
Fax: Email: cschmalz@aubumwa.gov
Is Customer contact information same as above?®Yes ONo (If No,complete box 2 below)
2.
Additional CustomerlLessee Contact Information
Company Name:
Attention To:
Street Address: City:
State: Zip: Phone:
Fax: Email:
3.
Customer/Lessee is a(n)(Select one):0 Individual I 0 Unincorporated Association I OTrust
®Government Entity I❑Corporation I 0 Limited Liability Company I OGeneral Partnership
['Limited Partnership I❑Limited Liability Partnership I OConsortium I❑Other
4.
FCC Form 602:FCC File Number of Customers Form 602 Ownership Information: . If Customer has not filed a Form 602,Sensus will file one for Customer. Please
complete questions 5,6,and 7 below if Customer does no have a Form 602 on file.
Customer must complete items 8,9 and 10 irrespective of whether Customer has an ownership report on file.
5.
Customer Tax ID:
6.
Individual Contact For FCC Matters
Please designate one individual(the Director of Public Works or similar person)who is responsible to the FCC for the operation of the FlexNet radio system.
Name Cohn Schmalz
Title: Network Communications Engineer
Email: cschmalz@auburnwa.gov Phone: 253.804-5021
7.
Ownership Disclosure Information
If Customer/Lessee is a government entity,list the names of the Mayor and all Council Members below,as well as verify citizenship and ownership interests in any entity regulated by
the FCC. Such ownership must be disclosed where a mayor/council member owns 10%or more,directly or indirectly,or has operating control of any entity subject to FCC regulation.
If any answer to Ownership question is Yes,or any answer to Citizenship question is No.provide an attachment with further explanation.
US Citizen? Ownership Disclosure?
Mayor:
Oyes ONo Oyes ONo
Council Member:
❑yes ONo Oyes ONo
Council Member:
❑Yes ONo Oyes ONo
Council Member:
❑Yes ONo Oyes ONo
Council Member
Oyes ❑No Oyes El No
CONFIDENTIAL I Page 2 of 14
•
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Council Member:
❑Yes ❑No Oyes ❑No
Council Member:
Oyes ❑No Oyes ❑No
Council Member:
Oyes ❑No Oyes 0 N
Council Member:
Oyes ONO ❑Yes No
Council Member:
Dyes ❑No ❑Yes ❑No
8.
Alien Ownership Questions(if the answer is Yes,provide an attachment explaining the circumstances)
1)Is the Customer/Lessee a foreign government or the representative of any foreign government'? I Oyes ®No
9.
Basic Qualification Information
1) Has the Customer or any party to this application had any FCC station authorization, license, or construction permit revoked or had any Oyes No
application for an initial,modification or renewal of FCC station authorization,license or construction permit denied by the Commission?
2)Has the Customer or any party to this filing,or any party directly or indirectly controlling the Customer or any party to this filing ever been ❑Yes El No
convicted of a felony by any state or federal court?
3) Has any court finally adjudged the Customer or any party directly or Indirectly controlling the Customer guilty of unlawfully monopolizing or
attempting to unlawfully monopolize radio communication,directly or indirectly,through control of manufacture or sale of radio apparatus,exclusive Dyes No
traffic arrangement,or any other means or unfair methods of competition?
10.
Customer/Lessee Certification Statements
1)The Customer/Lessee agrees that the Lease is not a sale or transfer of the license itself. ®Yes
2)The Customer/Lessee acknowledges that it is required to comply with the Commission's Rules and Regulations and other applicable law at all
times, and if the Customer/Lessee fails to so comply, the Lease may be revoked, cancelled, or terminated by either the Licensee or the ®Yes
Commission.
3)The Customer/Lessee certifies that neither it nor any other party to the Application/Notification is subject to a denial of Federal benefits pursuant
to Section 5301 of the Anti-Drug Abuse Act of 1988,21 U.S.0§862,because of a conviction for possession or distribution of a controlled substance ®Yes
(See Section 1.2002(b)of the rules,47 CFR§1.2002(b),for the definition of"party to the application"as used in this certification.)
4)The CustomerlLessee hereby accepts Commission oversight and enforcement consistent with the license and lease authorization. The Lessee
acknowledges that it must cooperate fully with any investigation or inquiry conducted either by the Commission or the Licensee, allow the ®Yes
Commission or the Licensee to conduct on-site inspections of transmission facilities,and suspend operations at the direction of the Commission or
the Licensee and to the extent that such suspension of operation would be consistent with applicable Commission policies.
5)The Customer/Lessee acknowledges that in the event an authorization held by a Licensee that has associated with it a spectrum leasing
arrangement that is the subject of this filing is revoked,cancelled,terminated,or otherwise ceases to be in effect,the Customer/Lessee will have no ®Yes
continuing authority to use the leased spectrum and will be required to terminate its operations no later than the dale on which the Licensee ceases
to have any authority to operate under the license,unless otherwise authorized by the Commission.
6)The CustomerlLessee agrees the Lease shall not be assigned to any entity that is not eligible or qualified to enter into a spectrum leasing ®Yes
arrangement under the Commission's Rules and Regulations.
7)The Customer/Lessee waives any claim to the use of any particular frequency or of the electromagnetic spectrum as against the regulatory power ®Yes
of the United States because of the previous use of the same,whether by spectrum lease or otherwise.
8)The Customer/Lessee certifies that it is not in default on any payment for Commission licenses and that it is not delinquent on any non-tax debt ®Yes
owed to any federal agency.
The Customer/Lessee certifies that all of its statements made In this Application/Notification and in the schedules,exhibits,attachments,or documents Incorporated by reference are
material,are part of this Application/Notification,and are true,complete,correct,and made in good faith. The Customer/Lessee shall notify Sensus in writing In the event any
information supplied on this form changes.
Type or Printed Name of Party Authorized to Sign
First Name: MI: Last Name: Suffix:
Nancy Backus
Title: Customer Name:
Mayor City of Auburn
Signature: Date:
)(11)"1114# 1,446441
1.1 � l 118
FAILURE TO SIGN THIS LIGATION MAY RESULT IN DISMISSAL OF THE APPLICATION AND FORFEITURE OF ANY FEES PAID.
WILLFUL FALSE STATEMENTS MADE ON THIS FORM OR ANY ATTACHMENTS ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT(U.S.Code,Title 18,Section 1001)
AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT(U.S.Code,Title 47,Section 312(a)(1))AND/OR FORFEITURE(U.S.Code Title 47,
Section 503).
CONFIDENTIAL I Page 3 of 14
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Part 2: AMI Agreement
1. Equipment.
A. Purchase of Equipment. Customer shall purchase all Field Devices, RF Field Equipment, and other goods (collectively,"Equipment") from Sensus'
authorized distributor pursuant to the terms and conditions (including any warranties on such Equipment) agreed by Customer and Sensus' authorized
distributor. This Agreement shall not affect any terms and conditions,including any warranty terms,agreed by Customer and Sensus'authorized distributor. If
Customer elects to purchase any equipment or services directly from Sensus,or if Customer pays any fees or other costs to Sensus,then Sensus'Terms of
Sale shall apply. The"Terms of Sale"are available at:http://na.sensus.com/TC/TermsConditions.pdf,or 1-800-METER-IT.
B. THERE ARE NO WARRANTIES IN THIS AGREEMENT, EXPRESS OR IMPLIED. SENSUS EXPRESSLY DISCLAIMS ANY AND ALL
REPRESENTATIONS,WARRANTIES AND/OR CONDITIONS,EXPRESSED,IMPLIED,STATUTORY OR OTHERWISE,REGARDING ANY MATTER IN
CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE,
MERCHANTABILITY,NON-INFRINGEMENT AND TITLE.
2. Services.
A. Installation of Equipment. Installation services will be as agreed between the Customer and Sensus' authorized distributor. Sensus will not provide
installation services pursuant to this Agreement.
B. Software Implementation. Sensus shall install and configure the Software on the Server Hardware.
C. IT Systems Integration Services. Integration of the Software into Customer's new or existing internal IT systems is not included in this Agreement.Any
integration work shall be subject to a separate agreement which describes the scope and pricing for such work.
D. Technical Support. Sensus shall provide Customer the technical support set forth in Exhibit B.
E. Project Management.Project management of the AMI System is not included in this Agreement.Any project management shall be subject to a separate
agreement which describes the scope and pricing for such work.
F. Training. Training on the use of the AMI System is not included in this Agreement.Any training shall be subject to a separate agreement which describes the
scope and pricing for such work.
3. Software.
A. Software as a Service(SaaS).Sensus shall provide Customer with Software as a Service,as defined in Exhibit A,only so long as Customer is current in its
payments for such services.
B. UCITA.To the maximum extent permitted by law,the Parties agree that the Uniform Computer Information Transaction Act as enacted by any state shall not
apply,in whole or in part,to this Agreement.
4. Spectrum
A. Definitions in this Section 4. In this Section 4 only,"Sensus"shall mean Sensus USA Inc.and its wholly owned subsidiary,Sensus Spectrum LLC.
B. Spectrum Lease. Sensus hereby grants to Customer,and Customer accepts,a spectrum manager lease("Spectrum Lease")over the frequencies of certain
FCC license(s) ("FCC License")solely within Customer's Service Territory. (The frequencies of the FCC License within Customer's geographic Service
Territory are called the "Leased Spectrum"). Customer shall pay the Ongoing Fees for use of the Leased Spectrum.
C. FCC Forms. At the Federal Communications Commission(FCC),Sensus will;(1)obtain an FCC Registration Number(FRN)for Customer;(2)submit on
behalf of Customer the FCC Form 602 Ownership Disclosure Information if Customer has not already done so; and (3) file a FCC Form 608,
notification/application for long-term spectrum manager lease.This Lease becomes effective when the FCC accepts the FCC Form 608.
D. Lease Application. In order to complete the FCC lease application,Customer will promptly:
i. Complete and sign the representations in Part 1 of this Agreement such that Customer demonstrates it qualifies for a spectrum lease under FCC rules.
Customer's signature will indicate that Customer authorizes Sensus to; (1) obtain an FRN on behalf of Customer; (2) submit the FCC Form 602
Ownership Disclosure Information on behalf of Customer if Customer has not already done so;and(3)file the spectrum manager lease notification on
FCC Form 608 with the Customer as spectrum lessee.
ii. Give Sensus the coordinates of the boundaries of Customer's Service Territory or,alternatively,approve Sensus'estimation of the same.
iii. If Customer has not already done so;Customer hereby authorizes Sensus to apply on Customer's behalf and obtain for Customer a Federal Registration
Number(FRN,the FCC's unique identifier for each licensee)and shall supply Sensus with Customer's Taxpayer Identification Number(TIN).
iv. Provide any other information or other cooperation reasonably necessary for the Parties to perform as set forth herein.
E. Permitted Use of Spectrum Lease. Customer may transmit or receive over the Leased Spectrum only in the Service Territory and only using FlexNet
equipment manufactured by Sensus and used in accordance with Sensus'specifications. Customer may use the Leased Spectrum only to read and direct
meters in support of Customer's primary utility business or any other operation approved by Sensus in writing. Without limiting the foregoing,Customer is
prohibited from reselling,subleasing or sublicensing the Leased Spectrum or from transmitting voice communications over the Leased Spectrum. For each
piece of RF Field Equipment used by Customer, Customer shall affix a Sensus-supplied label to the exterior of the RF Field Equipment cabinet or other
appropriate visible place to indicate that RF operation is conducted under authority of FCC License(s)issued to Sensus.
F. Term of Spectrum Lease. Unless terminated earlier (because, for example, Customer stops using the FlexNet equipment or because this Agreement
terminates or expires for any reason),this Spectrum Lease will have the same term as the FCC license. If Customer is operating in compliance with this
Agreement and is current on any payments owed to Sensus,when the FCC License renews,the Parties will apply to the FCC to renew this Spectrum Lease.
G. Termination of Spectrum Lease. The Spectrum Lease will terminate: (a) two months after Customer stops transmitting with FlexNet equipment
manufactured by Sensus; (b) upon termination, revocation or expiration of the FCC License; (c) upon Customer's breach of this Agreement; or(d) upon
termination or expiration of this Agreement for any reason.
H. FCC Compliance. The following FCC requirements apply
i. Pursuant to 47 CFR 1.9040(a);
(a) Customer must comply at all times with applicable FCC rules. This Agreement may be revoked by Sensus or the FCC if Customer fails to so
comply;
(b) If the FCC License is terminated,Customer has no continuing right to use the Leased Spectrum unless otherwise authorized by the FCC;
(c) This Agreement is not an assignment,sale or other transfer of the FCC License;
(d) This Agreement may not be assigned except upon written consent of Sensus,which consent may be withheld in its discretion;and
(e) In any event,Sensus will not consent to an assignment that does not satisfy FCC rules.
ii. Referencing 47 CFR 1.9010,Sensus retains de jure and de facto control over the applicable radio facilities,including that,
CONFIDENTIAL I Page 4 of 14
01243.4
sEnsus
(a) Sensus will be responsible for Customer's compliance with FCC policies and rules. Sensus represents and warrants that it has engineered the
FlexNet equipment and accompanying software and other programs to comply with FCC rules. Customer will operate the FlexNet equipment
subject to Sensus'supervision and control and solely in accordance with Sensus'specifications. Sensus retains the right to inspect Customer's
radio operations hereunder and to terminate this Agreement or take any other necessary steps to resolve a violation of FCC rules,including to
order Customer to cease transmission. Sensus will act as spectrum manager in assigning spectrum under the FCC License so as to avoid any
harmful interference or other violation of FCC rules. Sensus will be responsible for resolving any interference complaints or other FCC rule
violations that may arise;and
(b) Sensus will file any necessary FCC forms or applications and Customer agrees to reasonably assist Sensus with such filing by providing any
necessary information or other cooperation. Sensus will otherwise interact with the FCC with respect to this Agreement,the FCC License or
FlexNet equipment.
I. Interference. Customer agrees to report to Sensus promptly,and in no event later than 72 hours afterward,any incident related to the Leased Spectrum,
including where Customer experiences harmful interference,receives a complaint or other notice of having caused harmful interference,or receives any type
of communication from the FCC or other government agency regarding radio transmission.
5. General Terms and Conditions.
A. Intentionally Omitted
B. Limitation of Liability.
i. Sensus'aggregate liability in any and all causes of action arising under,out of or in relation to this Agreement,its negotiation,performance,breach or
termination (collectively "Causes of Action") shall not exceed the greater of; (a)the total amount paid by Customer directly to Sensus under this
Agreement;or(b)ten thousand US dollars(USD 10,000.00), This is so whether the Causes of Action are in tort,including,without limitation,negligence
or strict liability,in contract,under statute or otherwise. As separate and independent limitations on liability,Sensus'liability shall be limited to direct
damages. Sensus shall not be liable for;(i)any indirect,incidental,special or consequential damages;nor(ii)any revenue or profits lost by Customer or
its Affiliates from any End User(s),irrespective whether such lost revenue or profits is categorized as direct damages or otherwise;nor(iii)any In/Out
Costs; nor(iv)manual meter read costs and expenses;nor(v)claims made by a third party;nor(vi)damages arising from maincase or bottom plate
breakage caused by freezing temperatures,water hammer conditions,or excessive water pressure.The limitations on liability set forth in this Agreement
are fundamental inducements to Sensus entering into this Agreement. They apply unconditionally and in all respects. They are to be interpreted
broadly so as to give Sensus the maximum protection permitted under law.
ii. To the maximum extent permitted by law,no Cause of Action may be instituted by Customer against Sensus more than TWELVE(12)MONTHS after
the Cause of Action first arose. In the calculation of any damages in any Cause of Action,no damages incurred more than TWELVE(12)MONTHS prior
to the filing of the Cause of Action shall be recoverable.
C. Termination. Either party may terminate this Agreement earlier if the other party commits a material breach of this Agreement and such material breach is not
cured within forty-five(45)days of written notice by the other party.Upon any expiration or termination of this Agreement,Sensus'and Customer's obligations
hereunder shall cease and the software as a service and Spectrum Lease shall immediately cease.
D. Force Majeure. If either party becomes unable,either wholly or in part, by an event of Force Majeure,to fulfill its obligations under this Agreement,the
obligations affected by the event of Force Majeure will be suspended during the continuance of that inability, The party affected by the force majeure will take
reasonable steps to mitigate the Force Majeure.
E. Intellectual Property. No Intellectual Property is assigned to Customer hereunder, Sensus shall own or continue to own all Intellectual Property used,
created,and/or derived in the course of performing this Agreement. To the extent,if any,that any ownership interest in and to such Intellectual Property does
not automatically vest in Sensus by virtue of this Agreement or otherwise,and instead vests in Customer,Customer agrees to grant and assign and hereby
does grant and assign to Sensus all right,title,and interest that Customer may have in and to such Intellectual Property. Customer agrees not to reverse
engineer any Equipment purchased or provided hereunder.
F. Confidentiality. Both parties shall(and shall cause their employees and contractors to)keep all Confidential Information strictly confidential and shall not
disclose it to any third party,except to the extent reasonably required to perform and enforce this Agreement or as required under applicable law,court order
or regulation. The Confidential Information may be transmitted orally, in writing,electronically or otherwise observed by either party. Notwithstanding the
foregoing,"Confidential Information"shall not include;(i)any information that is in the public domain other than due to Recipient's breach of this Agreement;(ii)
any information in the possession of the Recipient without restriction prior to disclosure by the Discloser;or(iii)any information independently developed by
the Recipient without reliance on the information disclosed hereunder by the Discloser."Discloser"means either party that discloses Confidential Information,
and"Recipient"means either party that receives it.
G. Compliance with Laws. Customer shall comply with all applicable country, federal, state, and local laws and regulations, as set forth at the time of
acceptance and as may be amended,changed,or supplemented. Customer shall not take any action,or permit the taking of any action by a third party,which
may render Sensus liable for a violation of applicable laws.
i. Export Control Laws. Customer shall;(i)comply with all applicable U.S.and local laws and regulations governing the use,export,import,re-export,
and transfer of products,technology,and services;and(ii)obtain all required authorizations,permits,and licenses.Customer shall immediately notify
Sensus,and immediately cease all activities with regards to the applicable transaction,if the Customer knows or has a reasonable suspicion that the
equipment, software, or services provided hereunder may be directed to countries in violation of any export control laws. By ordering equipment,
software or services,Customer certifies that it is not on any U.S.government export exclusion list.
ii. Anti-Corruption Laws.Customer shall comply with the United States Foreign Corrupt Practices Act(FCPA), 15 U.S.C.§§78dd-1,et seq.;laws and
regulations implementing the OECD's Convention on Combating Bribery of Foreign Public Officials in International Business Transactions;the U.N.
Convention Against Corruption; the Inter-American Convention Against Corruption; and any other applicable laws and regulations relating to anti-
corruption in the Customer's county or any country where performance of this Agreement,or delivery or use of equipment,software or services will
occur.
H. Non-Waiver of Rights. A waiver by either party of any breach of this Agreement or the failure or delay of either party to enforce any of the articles or other
provisions of this Agreement will not in any way affect,limit or waive that party's right to enforce and compel strict compliance with the same or other articles or
provisions.
I. Assignment and Sub-contracting. Either party may assign,transfer or delegate this Agreement without requiring the other party's consent;(i)to an Affiliate;
(ii)as part of a merger;or(iii)to a purchaser of all or substantially all of its assets. Apart from the foregoing,neither party may assign,transfer or delegate this
Agreement without the prior written consent of the other,which consent shall not be unreasonably withheld. Furthermore,Customer acknowledges Sensus
may use subcontractors to perform RF Field Equipment installation,the systems integration work(if applicable),or project management(if applicable),without
requiring Customer's consent.
J. Amendments. No alteration,amendment,or other modification shall be binding unless in writing and signed by both Customer and by a vice president(or
higher)of Sensus.
CONFIDENTIAL I Page 5 of 14
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K. Governing Law and Dispute Resolution. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of
Washington. Any and all disputes arising under,out of,or in relation to this Agreement,its negotiation,performance or termination("Disputes')shall first be
resolved by the Parties attempting mediation in Washington.If the Dispute is not resolved within sixty(60)days of the commencement of the mediation,it shall
be litigated in the state or federal courts located in Washington. TO THE MAXIMUM EXTENT PERMITTED BY LAW,THE PARTIES AGREE TO A BENCH
TRIAL AND THAT THERE SHALL BE NO JURY IN ANY DISPUTES.
L. Restriction on Discovery. The Parties acknowledge the abundance of documents,data,and other information stored in an electronic manner and the time
and costs associated with retrieving relevant electronic data from the Parties during the Discovery portion of a claim. Accordingly,the Parties shalt utilize only
printed or hard-copy documents, data, and other information in Discovery and shall not use or request electronic or e-Discovery methods for any claim,
demand,arbitration or litigation subject to this Agreement. All relevant and unprivileged printed or hard-copy materials shall be subject to Discovery, but
neither Party has an obligation to maintain printed or hard-copy files in anticipation of a claim,demand,litigation,or arbitration proceeding.
M. Survival. The provisions of this Agreement that are applicable to circumstances arising after its termination or expiration shall survive such termination or
expiration.
N. Severability. In the event any provision of this Agreement is held to be void,unlawful or otherwise unenforceable,that provision will be severed from the
remainder of the Agreement and replaced automatically by a provision containing terms as nearly like the void, unlawful, or unenforceable provision as
possible;and the Agreement,as so modified,will continue to be in full force and effect.
0. Four Corners. This written Agreement,including all of its exhibits,represents the entire understanding between and obligations of the parties and supersedes
all prior understandings,agreements,negotiations,and proposals,whether written or oral,formal or informal between the parties. Any additional writings shall
not modify any limitations or remedies provided in the Agreement. There are no other terms or conditions,oral,written,electronic or otherwise. There are no
implied obligations. All obligations are specifically set forth in this Agreement. Further,there are no representations that induced this Agreement that are not
included in it. The ONLY operative provisions are set forth in writing in this Agreement. Without limiting the generality of the foregoing,no purchase order
placed by or on behalf of Customer shall alter any of the terms of this Agreement The parties agree that such documents are for administrative purposes
only,even if they have terms and conditions printed on them and even if and when they are accepted and/or processed by Sensus. Any goods,software or
services delivered or provided in anticipation of this Agreement(for e.g.,as part of a pilot or because this Agreement has not yet been signed but the parties
have begun the deployment)under purchase orders placed prior to the execution of this Agreement are governed by this Agreement upon its execution and it
replaces and supersedes any such purchase orders.
P. Counterparts.This Agreement may be executed in any number of counterparts,each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument Additionally,this Agreement may be executed by facsimile or electronic copies,all of which shall be considered an
original for all purposes.
6. Definitions. As used in this Agreement,the following terms shall have the following meanings:
A. "Affiliate"of a party means any other entity controlling,controlled by,or under common control with such party,where"control"of an entity means the ownership,
directly or indirectly,of 50%or more of either;(i)the shares or other equity in such entity;or(0)the voting rights in such entity.
B. "AMI System"identifies the Sensus FlexNet Advanced Meter Infrastructure System comprised of the SmartPoint Modules, RF Field Equipment,Server Hardware,
software licenses,FCC licenses,and other equipment provided to Customer hereunder. The AMI System only includes the foregoing,as provided by Sensus. The AMI
System does not include goods,equipment,software,licenses or rights provided by a third party or parties to this Agreement.
C. "Confidential Information"means any and all non-public information of either party,including the terms of this agreement,all technical information about either party's
products or services,pricing information,marketing and marketing plans,Customer's End Users'data,AMI System performance,AMI System architecture and design,
AMI System software,other business and financial information of either party,and all trade secrets of either party.
D. "Echo Transceiver"identifies the Sensus standalone,mounted relay device that takes the radio frequency readings from the SmartPoint Modules and relays them by
radio frequency to the relevant FlexNet Base Station.
E. "End User"means any end user of electricity,water,and/or gas(as applicable)that pays Customer for the consumption of electricity,water,and/or gas,as applicable.
F. "Field Devices"means the meters and SmartPoint Modules.
G. "FlexNet Base Station"identifies the Sensus manufactured device consisting of one transceiver,to be located on a tower that receives readings from the SmartPoint
Modules(either directly or via an Echo Transceiver)by radio frequency and passes those readings to the RNI by TCP/IP backhaul communication.For clarity,FlexNet
Base Stations include Metro Base Stations.
H. "Force Majeure"means an event beyond a party's reasonable control,including,without limitation,acts of God,hurricane,flood,volcano,tsunami,tomado,storm,
tempest,mudslide,vandalism,illegal or unauthorized radio frequency interference,strikes,lockouts,or other industrial disturbances,unavailability of component parts of
any goods provided hereunder,acts of public enemies,wars,blockades,insurrections,riots,epidemics,earthquakes,fires,restraints or prohibitions by any court,board,
department,commission or agency of the United States or any States,any arrests and restraints,civil disturbances and explosion.
I. "Hosted Software"means those items listed as an Application in Exhibit A.
J. "In/Out Costs"means any costs and expenses incurred by Customer in transporting goods between its warehouse and its End User's premises and any costs and
expenses incurred by Customer in installing,uninstalling and removing goods.
K. "Intellectual Property'means patents and patent applications,inventions(whether patentable or not),trademarks,service marks,trade dress,copyrights,trade secrets,
know-how,data rights,specifications,drawings,designs,maskwork rights,moral rights,author's rights,and other intellectual property rights,including any derivations
and/or derivative works,as may exist now or hereafter come into existence,and all renewals and extensions thereof,regardless of whether any of such rights arise under
the laws of the United States or of any other state,country or jurisdiction,any registrations or applications thereof,and all goodwill pertinent thereto.
L. "LCM'identifies the load control modules.
M. "Ongoing Fee"means the annual or monthly fees,as applicable,to be paid by Customer to Sensus'authorized distributor during the Term of this Agreement.
N. "Patches"means patches or other maintenance releases of the Software that correct processing errors and other faults and defects found previous versions of the
Software. For clarity,Patches are not Updates or Upgrades.
0. "Permitted Use"means only for reading and analyzing data from Customer's Field Devices in the Service Territory. The Permitted Use does not include reading third
party meters or reading meters outside the Service Territory.
P. "Release"means both Updates and Upgrades.
Q. "Remote Transceiver"identifies the Sensus standalone,mounted relay device that takes the radio frequency readings from the SmartPaint Modules and relays them
directly to the RNI by TCP/IP backhaul communication.
R. "RF Field Equipment'means,collectively,FlexNet Base Stations,Echo Transceivers and Remote Transceivers.
S. "RNP identifies the regional network interfaces consisting of hardware and software used to gather,store,and report data collected by the FlexNet Base Stations from
the SmartPoint Modules. The RNI hardware specifications will be provided by Sensus upon written request from Customer.
T. "RN!Software"identifies the Sensus proprietary software used in the RNI and any Patches,Updates,and Upgrades that are provided to Customer pursuant to the terms
of this Agreement.
U. "Service Territory"identifies the geographic area where Customer provides electricity,water,and/or gas(as applicable)services to End Users as of the Effective Date.
This area will be described on the propagation study in the parties'Spectrum Lease filing with the FCC.
V. "Server Hardware"means the RNI hardware.
W. "SmartPointm Modules"identifies the Sensus transmission devices installed on devices such as meters,distribution automation equipment and demand/response
devices located at Customer's End Users'premises that take the readings of the meters and transmit those readings by radio frequency to the relevant FlexNet Base
CONFIDENTIAL I Page 6 of 14
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Station,Remote Transceiver or Echo Transceiver.
X. "Software"means all the Sensus proprietary software provided pursuant to this Agreement,and any Patches,Updates,and Upgrades that are provided to Customer
pursuant to the terms of this Agreement.The Software does not include any third party software.
Y. "TouchCoupler Unit'identifies an inductive coupler connection from a water register to the SmartPoint Module.
Z. "Updates"means releases of the Software that constitute a minor improvement in functionality.
M. "Upgrades"means releases of the Software which constitute a significant improvement in functionality or architecture of the Software.
BB. "WAN BackhauP'means the communication link between FlexNet Base Stations and Remote Transceivers and RNI.
CONFIDENTIAL I Page 7 of 14
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Exhibit A
Software
Software as a Service
I. Description of Services
This exhibit contains the details of the Software as a Service that Sensus shall provide to Customer if both;(i)pricing for the application of Software as a Service has
been provided to the Customer;and(ii)the Customer is current in its payments for such application of Software as a Service.
A. Software as a Service Generally.
Software as a Service is a managed service in which Sensus will be responsible for the day-to-day monitoring,maintenance,management,and supporting of
Customer's software applications. In a Software as a Service solution, Sensus owns all components of the solution (server hardware, storage, network
equipment,Sensus software,and all third-party software)required to run and operate the application.These software applications consist of the following(each
an"Application"):
• Regional Network Interface(RNI)Software
• Sensus Analytics
o Enhanced Package
The managed application systems consist of the hardware,Sensus Software,and other third-party software that is required to operate the software applications.
Each Application will have a production, and Disaster Recovery(as described below) environment. Test environments are not provided unless otherwise
specifically agreed by Sensus in writing. Sensus will manage the Applications by providing 24 x 7 x 365 monitoring of the availability and performance of the
Applications.
B. Usage License. Subject to all the terms and conditions of this Agreement,Sensus hereby gives Customer a license under Sensus'intellectual property rights to
use the Sensus Applications for the Permitted Use for so long as Customer is current in its payments for the Applications("Usage License"). This Usage
License shall commence on the Effective Date and shall terminate upon the earlier of;(i)the expiration or termination of this Agreement for any reason;(ii)if
Customer uses the Applications provided hereunder other than for the Permitted Use;and(iii)the Application is terminated as set forth below.
C. Termination of Software as a Service. Customer shall have the option at any time after full deployment but before the end of the Term to terminate any
Application by giving Sensus one hundred twenty(120)days prior written notice. Such notice,once delivered to Sensus,is irrevocable. Should Customer elect
to terminate any Application,Customer acknowledges that;(a)Customer shall pay all applicable fees,including any unpaid Software as a Service fees;and(b)
Software as a Service for such Application shall immediately cease.If Customer elects to terminate the RNI Application in the Software as a Service environment
but does not terminate the Agreement generally,then upon delivery of the notice to Sensus,Customer shall purchase the necessary(a)RNI hardware and(b)
RNI software license,each at Sensus'then-current pricing. No portion of the Software as a Service fees shall be applied to the purchase of the RNI hardware or
software license.
D. "Software as a Service"means only the following services:
i. Sensus will provide the use of required hardware,located at Sensus'or a third-party's data center facility(as determined by Sensus),that is necessary
to operate the Application.
Sensus will provide production and disaster recovery environments for Application.
iii. Sensus will provide patches,updates,and upgrades to latest Sensus Hosted Software release.
iv. Sensus will configure and manage the equipment(server hardware,routers,switches,firewalls,etc.)in the data centers:
a. Network addresses and virtual private networks(VPN)
b. Standard time source(NTP or GPS)
c. Security access points
d. Respond to relevant alarms and notifications
v. Capacity and performance management. Sensus will:
a. Monitor capacity and performance of the Application server and software applications 24x7 using KPI metrics,thresholds, and alerts to
proactively identify any potential issues related to system capacity and/or performance (i.e. database, backspool, logs, message broker
storage,etc.)
b. If an issue is identified to have a potential impact to the system,Sensus will open an incident ticket and manage the ticket through resolution
per Exhibit B,Technical Support.
c. Manage and maintain the performance of the server and perform any change or configuration to the server, in accordance to standard
configuration and change management policies and procedures.
d. Manage and maintain the server storage capacity and performance of the Storage Area Network (SAN), in accordance to standard
configuration and change management policies and procedures.
e. Exceptions may occur to the system that require Sensus to take immediate action to maintain the system capacity and performance levels,
and Sensus has authority to make changes without Customer approval as needed, in accordance to standard configuration and change
management policies and procedures.
vi. Database management. Sensus will:
a. Define data retention plan and policy.
b. Monitor space and capacity requirements.
c. Respond to database alarms and notifications.
d. Install database software upgrades and patches.
e. Perform routine database maintenance and cleanup of database to improve capacity and performance,such as rebuilding indexes,updating
indexes,consistency checks,run SQL query/agent jobs,etc.
vii. Incident and Problem Management. Sensus will:
a. Proactively monitor managed systems(24x7x365)for key events and thresholds to proactively detect and identify incidents.
b. Respond to incidents and problems that may occur to the Application(s).
c. Maintain policies and procedures for responding to incidents and performing root cause analysis for ongoing problems.
d. Correlate incidents and problems where applicable.
e. Sensus personnel will use the Salesforce Self Service Portal to document and track incidents.
f. In the event that a Sensus personnel is unable to resolve an issue,the issue will be escalated to the appropriate Subject Matter Expert
(SME).
g. Maintain responsibility for managing incident and problems through resolution and will coordinate with Customers personnel and/or any
required third-party vendor to resolve the issue.
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h. Provide telephone support consistent with Exhibit B,Technical Support in the case of undetected events.
viii. Security Management. Sensus will:
a. Monitor the physical and cyber security of the server and Applications)24x7 to ensure system is highly secure in accordance with NIST
Security Standards.
b. Perform active intrusion prevention and detection of the data center network and firewalls,and monitor logs and alerts.
c. Conduct period penetration testing of the network and data center facilities.
d. Conduct monthly vulnerability scanning by both internal staff and external vendors.
e. Perform Anti-Virus and Malware patch management on all systems.
f. Install updates to virus protection software and related files(including Virus signature files and similar files)on all servers from the update
being generally available from the anti-virus software provider.
g. Respond to any potential threat found on the system and work to eliminate Virus or Malware found.
h. Sensus adheres to and submits certification to NERC/CIP Cyber Security standards.
i. Sensus actively participates/monitors industry regulation/standards regarding security—NERC, FERC, NIST, OpenSG, etc. through the
dedicated Sensus Security team.
j. Provide secure web portal access(SSL)to the Application(s).
ix. Backup and Disaster Recovery Management. Sensus will:
a. Perform daily backups of data providing one(1)year of history for auditing and restoration purposes.
b. Back-up and store data (on tapes or other storage media as appropriate)off-site to provide protection against disasters and to meet file
recovery needs.
c. Conduct incremental and full back-ups to capture data,and changes to data,on the Application(s).
d. Sensus will replicate the Applications)environments to a geographically separated data center location to provide a full disaster recovery
environment for the Application production system.
e. Provide disaster recovery environment and perform fail-over to DR environment within forty-eight(48)hours of declared event.
f. Generate a report following each and any disaster measuring performance against the disaster recovery plan and identification of problem
areas and plans for resolution.
g. Maintain a disaster recovery plan. In the event of a disaster,Sensus shall provide the services in accordance with the disaster recovery plan.
h. In the case of a disaster and loss of access to or use of the Application,Sensus would use commercially reasonable efforts per the Recovery
Time Objectives and Recovery Point Objectives specified herein to restore operations at the same location or at a backup location within
forty-eight(48)hours.
i. The Application shall have a Recovery Time Objective(RTO)of forty-eight(48)hours.
j. The Recovery Point Objective(RPO)shall be a full recovery of the Application(s),with an RPO of one(1)hours,using no more than a twenty-
four(24)hour old backup. All meter-related data shall be pushed from each Base Station/TGB restoring the database to real-time minus
external interfaced systems from the day prior.
k. Data from external interfaced systems shall be recreated within a forty-eight(48)hour period with the assistance of Customer personnel and
staff,as needed.
E. Customer Responsibilities:
i. Coordinate and schedule any changes submitted by Sensus to the system in accordance with standard configuration and change management
procedures.
ii. Participate in all required configuration and change management procedures.
iii. Customer will log incidents related to the managed Application with Sensus personnel via email,web portal ticket entry,or phone call.
iv. Responsible for periodic processing of accounts or readings(i.e.billing files)for Customer's billing system for billing or other analysis purposes.
v. Responsible for any field labor to troubleshoot any SmartPoint modules or smart meters in the field in populations that have been previously deployed
and accepted.
vi, First response labor to troubleshoot FlexNet Base Station,Echo Transceivers,Remote Transceivers or other field network equipment.
vii, Responsible for local area network configuration,management,and support.
viii. Identify and research problems with meter reads and meter read performance.
ix. Create and manage user accounts.
x. Customize application configurations.
xi. Support application users.
xii. Investigate application operational issues(e.g.meter reads,reports,alarms,etc.).
xiii. Respond to alarms and notifications.
xiv. Perform firmware upgrades over-the-air,or delegate and monitor field personnel for on-site upgrades.
F. "Software as a Service"does not include any of the following services:
i. Parts or labor required to repair damage to any field network equipment that is the result of a Force Majeure event.
ii. Any integration between applications,such as Hams MeterSense,would require a Professional Services contract agreement to be scoped,submitted,
and agreed in a signed writing between Sensus and all the applicable parties.
If an item Is not listed in subparagraphs in item(D)above,such item is excluded from the Software as a Service and is subject to additional pricing.
II. Further Agreements
A. System Uptime Rate
i. Sensus(or its contractor)shall manage and maintain the Application(s)on computers owned or controlled by Sensus(or its contractors)and shall
provide Customer access to the managed Application(s)via intemet or point to point connection(i.e.,Managed-Access use),according to the terms
below.Sensus endeavors to maintain an average System Uptime Rate equal to ninety-nine(99.0)per Month(as defined below). The System Uptime
Rate,cumulative across all Applications,shall be calculated as follows:
System Uptime Rate= 100 x (TMO—Total Non-Scheduled Downtime minutes in the Month)
TMO
i. Calculations
a. "Targeted Minutes of Operation"or"TMO"means total minutes cumulative across all Applications in the applicable month ("Month")
minus the Scheduled Downtime in the Month.
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b. "Scheduled Downtime"means the number of minutes during the Month,as measured by Sensus, in which access to any Application is
scheduled to be unavailable for use by Customer due to planned system maintenance. Sensus shall provide Customer notice(via email or
otherwise)at least seven(7)days in advance of commencement of the Scheduled Downtime.
c. "Non-Scheduled Downtime"means the number of minutes during the Month,as measured by Sensus,in which access to any Application is
unavailable for use by Customer due to reasons other than Scheduled Downtime or the Exceptions,as defined below(e.g.,due to a need for
unplanned maintenance or repair).
ii. Exceptions."Exceptions"mean the following events:
a. Force Majeure;
b. Emergency Work,as defined below;and
c. Lack of Internet Availability,as described below.
i. Emergency Work. In the event that Force Majeure,emergencies,dangerous conditions or other exceptional circumstances arise or continue during
TMO, Sensus shall be entitled to take any actions that Sensus,in good faith,determines is necessary or advisable to prevent,remedy,mitigate,or
otherwise address actual or potential harm,interruption,loss,threat,security or like concern to any of the Application(s)("Emergency Work"). Such
Emergency Work may include, but is not limited to: analysis, testing, repair, maintenance, re-setting and other servicing of the hardware,cabling,
networks, software and other devices, materials and systems through which access to and/or use of the Application(s) by the Customer is made
available(the"Managed Systems").Sensus shall endeavor to provide advance notice of such Emergency Work to Customer when practicable and
possible.
ii. Lack of Internet Availability. Sensus shall not be responsible for any deterioration of performance attributable to latencies in the public intemet or
point-to-point network connection operated by a third party.Customer expressly acknowledges and agrees that Sensus does not and cannot control the
flow of data to or from Sensus'networks and other portions of the Internet,and that such flow depends in part on the performance of Internet services
provided or controlled by third parties,and that at times,actions or inactions of such third parties can impair or disrupt data transmitted through,and/or
Customer's connections to, the Internet or point-to-point data connection (or portions thereof). Although Sensus will use commercially reasonable
efforts to take actions Sensus may deem appropriate to mitigate the effects of any such events,Sensus cannot guarantee that such events will not
occur.Accordingly,Sensus disclaims any and all liability resulting from or relating to such events.
B. Data Center Site-Security. Although Sensus may modify such security arrangements without consent or notice to Customer, Customer acknowledges the
following are the current arrangements regarding physical access to and support of the primary hardware components of the Managed Systems:
i. The computer room(s)in which the hardware is installed is accessible only to authorized individuals.
ii. Power infrastructure includes one or more uninterruptible power supply(UPS)devices and diesel generators or other alternative power for back-up
electrical power.
iii. Air-conditioning facilities(for humidity and temperature controls)are provided in or for such computer room(s)and can be monitored and adjusted for
humidity and temperature settings and control.Such air systems are supported by redundant,back-up and/or switch-over environmental units.
iv. Such electrical and NC systems are monitored on an ongoing basis and personnel are available to respond to system emergencies(If any)in real time.
v. Dry pipe pre-action fire detection and suppression systems are provided.
vi. Data circuits are available via multiple providers and diverse paths,giving access redundancy.
C. Responsibilities of Customer
i. Customer shall promptly pay all Software as a Service fees.
ii. Customer may not(i)carelessly, knowingly, intentionally or maliciously threaten,disrupt, harm, abuse or interfere with the Application(s), Managed
Systems or any of their functionality,performance,security or integrity,nor attempt to do so;(ii)impersonate any person or entity,including,but not
limited to,Sensus,a Sensus employee or another user;or(iii)forge,falsify,disguise or otherwise manipulate any identification information associated
with Customer's access to or use of the Application(s).
iii. The provisioning, compatibility, operation, security, support, and maintenance of Customer's hardware and software ("Customer's Systems") is
exclusively the responsibility of Customer. Customer is also responsible, in particular, for correctly configuring and maintaining (i) the desktop
environment used by Customer to access the Application(s)managed by Sensus;and(ii)Customer's network router and firewall,if applicable,to allow
data to flow between the Customer's Systems and Sensus'Managed Systems in a secure manner via the public Internet.
iv. Upon receiving the system administrator account from Sensus,Customer shall create usemame and passwords for each of Customer's authorized
users and complete the applicable Sensus registration process("Authorized Users").Such usernames and passwords will allow Authorized Users to
access the Application(s).Customer shall be solely responsible for maintaining the security and confidentiality of each user ID and password pair
associated with Customer's account,and Sensus will not be liable for any loss,damage or liability arising from Customer's account or any user ID and
password pairs associated with Customer.Customer is fully responsible for all acts and omissions that occur through the use of Customer's account
and any user ID and password pairs.Customer agrees(i) not to allow anyone other than the Authorized Users to have any access to, or use of
Customer's account or any user ID and password pairs at any time;(ii)to notify Sensus immediately of any actual or suspected unauthorized use of
Customer's account or any of such user ID and password pairs,or any other breach or suspected breach of security,restricted use or confidentiality;
and(iii)to take the Sensus-recommended steps to log out from and otherwise exit the Application(s)and Managed Systems at the end of each session.
Customer agrees that Sensus shall be entitled to rely,without inquiry, on the validity of the user accessing the Applications)application through
Customer's account,account ID,usemames or passwords.
v. Customer shall be responsible for the day-to-day operations of the Application(s)and AMI System. This includes,without limitation,(i)researching
problems with meter reads and system performance, (ii) creating and managing user accounts, (iii) customizing application configurations, (iv)
supporting application users,(v)investigating application operational issues,(vi)responding to alarms and notifications,and(vii)performing over-the-air
commands(such as firmware updates or configuration changes).
Ill. Sensus Analytics
A. Essential Package. The Essential Package of the Sensus Analytics Application shall consist of the following modules:
i. Device Access
a. Allows search for meter details by using data imported from the Billing system or the Sensus Device ID or AMI ID.
b. Allows a view of the meter interval or register reads.
c. Meter data is available to be copied,printed,or saved to certain user programs or file formats,specifically CSV,PDF,and Spreadsheet.
d. Allows the current and historical data to be viewed.
e. Allows the current usage to be compared to historical distribution averages.
f. Allows the user to see the meter location on a map view.
g. Allows notifications for an event on a single meter to be forwarded to a Customer employee.
h. Allows details to be viewed about a meter—(dependent on the data integrated from other systems).
ii. Meter Insight(provides the following)
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a. #of active meters.
b. #of orphaned meters with drill down to the list of meters.
C. #of inactive meters with drill down to the list of meters.
d. #of stale meters with drill down to the list of meters.
e. #of almost stale meters with drill down to the list of meters.
f. #of meters where no read is available with drill down to the list of meters.
g. #of meters with high threshold exceptions with drill down to the list of meters.
h. #of unknown radios with drill down to the list of meters.
Report Access
a. Allows the user to see meter alarms and choose a report from a list of standard reports.
b. Master Route Register Reads: Shows the latest reads for all meters within specified time window.
c. Meter Route Intervals Reads: Allows users to inspect intervals of a single meter over a period of time.
d. Master Route No Readings: List all meters that are active in the system,but have not been sending reads within the specified time window.
e. Consumption Report: List meters'consumption based on meter readings within the specified time window.
f. Zero Consumption for Period: List meters whose readings do not change over a period of time.
g. Negative Consumption: Shows the number of occurrences and readings of negative consumption for the last 24hr,48hr and 72hr from the
entered roll up date.
h. High Low Exception Report Displays meters whose reads exceed minimum or/and maximum threshold,within a time range.
i. Consumption vs Previous Reported Read: Compares latest reading(from RNI)with last known read received from CIS.
j. Consumption Exception 24 hour Report: This report shows meters that satisfy these two conditions:(1)The daily average consumptions
exceed entered"daily consumption threshold;"(2)The number of days when daily thresholds are exceeded are greater than the entered"
exception per day threshold."
k. Endpoint Details: Shows the current state of meters that are created within the specified time range.
I. Orphaned Meters: List meters that are marked as'orphaned',which are created as of entered"Created as of'parameter.
m. Billing Request Mismatch: Displays meters in a billing request that have different AMR id with the ones sent by RNI.It also shows AMR id in
billing request that have different meter Id in the RNI.
n. Users need to enter which billing request file prior to running the report.
o. Alarms Report: List all alarms occurred during a time window.Users can select which alarm to show.
iv. Billing Access
a. Initiate the creation of billing export files formatted to the import needs of the billing system.
b. Receive billing request files from the billing system to identify what meters to include in the billing export file in the case where billing request
file option is used.
c. Provides a repository of past billing files that were either used for billing preparation or actually send to the billing system.
d. Will store created billing files for a period of three years unless otherwise denoted.
e. The system will allow creation of test files before export to the billing system.
v. Billing Adaptor
a. The underlying configurator and tools mapping the extraction of billing data to enable integration to the utility's billing system.
vi. Data Store
a. Allows storage of meter reading data including Intervals,Registers,and Alarms to be stored.
b. Stored data is available online for reports and analysis.
c. Data will be retained for 3 years.Additional duration can be purchased.
B. Enhanced Package. The Enhanced Package shall consist of the modules listed above in the Essential Package,as well as the following additional modules:
i. Alarm Dashboard
a. Allows the user to summarize and filter alarms by a date range.
b. Allows the user to review all alarm types on a single screen.
c. The user can filter out the alarms not wanted on the screen.
d. Alarm totals can be visualized.
e. Adds a view of trending alarms over time.
f. Click to drill down on an alarm to gain more information on specific events.
g. Click to analyze a specific event on a particular device.
ii. Alarm Console
a. Follow real time monitors of the alarms coming from Customer's meters.
b. Provides a single view for all alarms across the entire network.
c. Allows the user to view trending of each alarm over time.
Alert Manager
a. Allows creation of alert groups who will be notified when an alarm occurs.
b. Users can manage alert groups by adding and removing group members.
c. Allows selection of notification method for how end users in the group will be notified:email or SMS(text message).
d. Allows creation of an alert from the available system events from smart points and assign to a group.
e. Monitors the systems meters for events. When an event is triggered,all users in the group will be notified.
D. Integration of Sensus Analytics. Sensus shall provide integration support services to Customer only to the extent specifically provided below:
Sensus shall provide Customer with a simple flat file specification known as VFlex for the integration of the Customer's back office system to the
Sensus Analytics modules.This flat file may be delimited or fixed width.This specification allows Customer to transmit each day or as needed:the
devices and end users in the system,end user status,end user account information,end user name,and other end user details. When sent to the
Sensus FTP servers,this file exchange will enable the system to become operational with the Customer's systems. Customer shall produce this file
and transmit it to the FTP location designated by Sensus.Sensus will provide reasonable support to explain to Customer the required vs.optional fields
that are in the specification,testing and validation of the file format and content.
a. In scope of the included integration efforts is the mapping the Customer's fields to the VFlex specification.
b. Out of scope and subject to additional charges will be the transformation of data where business logic including code must be written to
modify the field content or format of the data to meet the VFlex specification.
ii. Sensus' integration services consists of four(4) hours of assistance(remote or on-site,as determined by Sensus). If additional time is needed to
complete the integration efforts,Sensus shall invoice Customer for additional fees on an actual time and materials basis.
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iii. If an item is not listed in subparagraphs(i)or(ii)above,such item is excluded from the integration of Sensus Analytics Support and is
subject to additional pricing.
E. Data Import. The Sensus Analytics Application contains adapters for the import of data from: (a) Customers FlexNet AMI System: and/or(b)AutoRead
application for handheld and drive by systems,as applicable.
F. Customer Acknowledgements.
i. Customer acknowledges that the Sensus Analytics Application provides up to fifty(50)user logins for Customer's use.
ii. Customer acknowledges and agrees the Sensus Analytics Application is based upon the actual number of End Users within Customer's Service
Territory. Pricing may increase if Customer's Service Territory or actual number of End Users expands.
Customer acknowledges that all data related to the Sensus Analytics Applications is geographically hosted within the United States of America.
Customer accepts the geographic location of such hosting,and indemnifies Sensus for any claims resulting therefrom.
iv. Customer acknowledges and agrees that the Intellectual Property provisions of this Agreement apply in all respects to Customer's access to and use of
the Sensus Analytics Applications.
v. Customer is responsible for validating the data analyzed by the Sensus Analytics Applications. Sensus makes no promises of improving Customer's
operations or saving Customer money,nor is Sensus liable for any damages resulting from decisions made by Customer related to Customer's use of
Sensus Analytics.
IV. Third Party Software.
A. RedHat Linux. If Sensus is providing Customer with a license to use RedHat Linux Software,Customer agrees to the following:
By entering into this Agreement,Customer agrees to abide by and to be legally bound by the terms and conditions of the Red Hat End User License
Agreements identified below,each of which are incorporated into this Agreement by reference and are available at the websites identified below. Please
read the Red Hat End User License Agreements and incorporated references carefully.
Subscription: End User License Agreement:
Red Hat Enterprise Linux http:/Iwww.redhat.com/licenses/rhel_rha_eula.html
JBoss Enterprise Middleware http:/Iwww.redhat.com/licenses/jboss_eula.html
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Exhibit B
Technical Support
1. Introduction
Sensus Technical Services provides utility customers with a single point of contact for Tier 1 support of technical issues as well as any coordination of additional
resources required to resolve the issue. Requests that require specialized skills are to be forwarded to a senior support engineer or Technical Advisor within the
team for further analysis.If Technical Services has exhausted all troubleshooting efforts for the product type,the issue will escalate to the Engineering Support
Team.Occasionally,on-site troubleshooting/analysis may be required.The preferred order of on-site support is:
a) The Customer(for assistance with the easiest and lowest time-consuming activities such as power on/power off).
b) The local distributor.
c) Sensus employees or contracted personnel,if required to fulfill a contract commitment.
2. Support Categories
2.1. General questions regarding functionality, use of product, how-to, and requests for assistance on Sensus AMR,AMI, RF Network Equipment, Metering
Products and Sensus Lighting Control.
2.2. Proactive reporting and resolution of problems.
2.3. Reactive reporting to isolate,document,and solve reported hardware/software defects.
2.4. Responding to service requests and product changes.
2.5. Addressing customer inquiries with printed or electronic documentation,examples,or additional explanation/clarification.
3. Support Hours
3.1. Standard Support Hours:Toll-free telephone support(1-800-638-3748 option#2)is available Monday thru Friday from 8:00AM EST to 8:00PM EST.After-
hours,holiday and weekend support for Severity 1 and Severity 2 issues is available by calling 1-800-638-3748,option#8.
4. Support Procedures
4.1. Customer identifies an issue or potential problem and calls Technical Services at 1-800-638-3748 Option#2.The Customer Service Associate or Technical
Support Engineer will submit a Support ticket.
4.2. The Customer Service Associate or Technical Support Engineer will identify the caller name and utility by the assigned software serial number,city,and state
in which the call originated.The nature of the problem and severity levels will be agreed upon by both parties(either at the time the issue is entered or prior to
upgrading or downgrading an existing issue)using the severity definitions below as a guideline.The severity level is then captured into a support ticket for
creation and resolution processing.Any time during the processing of this ticket,if the severity level is changed by Sensus,the customer will be updated.
Severity Levels Description:
Sev1 Customer's production system is down,The system is unusable resulting in total disruption of work. No workaround is available and requires
immediate attention.
Example:Network mass outage,all reading collection devices inoperable,inoperable head end software(e.g.,RNI Software,Sensus MDM).
Sev2 Major system feature/function failure. Operations are severely restricted; there is a major disruption of work, no acceptable work-around is
available,and failure requires immediate attention.
Examples: Network equipment failure (e.g., FlexNet Echo, FlexNet Remote, Base Station transceiver, or VGB); inoperable reading devices (e.g.,
AR5500,VXU,VGB,or CommandLink);head end software application has important functionality not working and cannot create export file for billing
system operations.
Sev3 The system is usable and the issue doesn't affect critical overall operation.
Example:Minor network equipment failure(e.g.,Echo/Remote false alarms or Base Station transceiver false alarms);head end software application
operable but reports are not running properly,modification of view or some non-critical function of the software is not running.
Sev4 Minor system issues,questions,new features,or enhancement requests to be corrected in future versions.
Examples:Minor system issues,general questions,and"How-To'questions.
4.3. The Customer Service Associate or Technical Support Engineer identifies whether or not the customer is on support. If the customer is not on support,the
customer is advised of the service options as well as any applicable charges that may be billed.
4.4. Calls are placed in a queue from which they are accessible to Technical Support Engineers on a first-come-first-serve basis.A first level Customer Service
Associate may assist the customer,depending on the difficulty of the call and the representative's technical knowledge.Technical Support Engineers(Tier 1
support)typically respond/resolve the majority of calls based on their product knowledge and experience.A call history for the particular account is researched
to note any existing pattern or if the call is a new report.This research provides the representative a basis and understanding of the account as well as any
associated problems and/or resolutions that have been communicated.
a. Technical Services confirms that there is an issue or problem that needs further analysis to determine its cause.The following information must be
collected:a detailed description of the issue's symptoms,details on the software/hardware product and version,a description of the environment in
which the issue arises,and a list of any corrective action already taken.
b. Technical Services will check the internal database and product defect tracking system,to see if reports of a similar problem exist,and if any working
solutions were provided. If an existing resolution is found that will address the reported issue, it shall be communicated to the customer. Once it is
confirmed that the issue has been resolved,the ticket is closed.
c. If there is no known defect or support that defines the behavior,Technical Services will work with the customer to reproduce the issue.If the issue can
be reproduced,either at the customer site or within support center test lab,Technical Services will escalate the ticket for further investigation/resolution.
If the issue involves units that are considered to be defective with no known reason,the representative will open a Special Investigation RMA through the
Support system.If it is determined that a sample is required for further analysis,the customer will be provided with instructions that detail where to send the
product sample(s)for a root cause analysis.Once it is determined that the issue cannot be resolved by Tier 1 resources,the ticket will be escalated to Tier 2
support for confirmation/workarounds to resolve immediate issue.Technical Services will immediately contact the customer to advise of the escalation.The
response and escalation times are listed in Section 5.At this time,screen shots, log files,configuration files, and database backups will be created and
attached to the ticket.
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5. Response and Resolution Targets.
Sensus Technical Support will make every reasonable effort to meet the following response and resolution targets:
Severity Standard Target Standard Target Resolution Resolution(one or more of the following)
Response
Immediately assign trained and qualified • Satisfactory workaround is provided.
Services Staff to correct the error on an • Program patch is provided.
1 30 Minutes expedited basis. Provide ongoing • Fix incorporated into future release.
communication on the status of a • Fix or workaround incorporated into the Support
correction. Knowledge Base.
• Satisfactory workaround is provided.
Assign trained and qualified Services • Program patch is provided.
2 4 hours Staff to correct the error. Provide . Fix incorporated into future release.
communication as updates occur. • Fix or workaround incorporated into the Support
Knowledge Base.
• Answer to question is provided.
• Satisfactory workaround is provided.
3 1 Business Day 90 business days • Fix or workaround incorporated into the Support
Knowledge Base.
• Fix incorporated into future release.
• Answer to question is provided.
4 2 Business Days 12 months • Fix or workaround incorporated into the Support
Knowledge Base.
6. Problem Escalation Process.
6.1. If the normal support process does not produce the desired results,or if the severity has changed,the issue may be escalated as follows to a higher level of
authority.
6.1.1. Severity 1 issues are escalated by Sales or Technical Services to a Supervisor if not resolved within 2 hours;to the Manager level if not
resolved within 4 hours;to the Director level if not resolved within the same business day;and to the VP level if not resolved within 24 hours.
6.1.2. A customer may escalate an issue by calling 1.800.638-3748,Option 2.Please specify the Support ticket number and the reason why the
issue is being escalated.
6.1.3. In the event that a customer is not satisfied with the level of support or continual problem with their products,they may escalate a given
Support ticket to Manager of Technical Services(1-800-638-3748,Option 2).
7. General Support Provisions and Exclusions.
7.1. Sensus provides online documentation for Sensus products through the Sensus User Forum(http://myftexnetsystem.com/Module/UserlLogin). All Sensus
customers are provided access to this online database,which includes operation,configuration and technical manuals.Sensus also hosts periodic user group
teleconferences to facilitate the interchange of product ideas,product enhancements,and overall customer experiences.The customer shall provide names
and email accounts to Sensus so Sensus may provide access to the Portal.
7.2. Specialized support from Sensus is available on a fee basis to address support issues outside the scope of this support plan or if not covered under another
specific maintenance contract.For example,specialized systems integration services or out of warranty network equipment repair that is not covered under a
separate maintenance contract.
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