HomeMy WebLinkAboutDocumentation_Regular_Tab 16_11/14/2019 Agenda Item #16.
AftRegular Council '
STAFF MEMO
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Meeting: Regular Council - Nov 14 2019
Staff Contact: Matthew Hammond Department: Utilities
TITLE
Authorize Advanced Metering Infrastructure (AMI) System Sole Source Purchase
SUMMARY:
The Utilities Department has a need to purchase and install equipment and software to support the
Village's Advanced Metering Infrastructure (AMI) initiative, which is a two-way communication over a
fixed network between the Village's utility system and water meters. As a result, the Utilities
Department is requesting approval to purchase and install base stations, antenna and software to
support improved metering throughout the Village's utility service area.
Metering technology has improved over the past decade and AMI technology has matured and
become commonplace. Once the proposed system is installed, all water meters within the Village will
be read by Utilities Customer Service staff at Village Hall and it would not be necessary for our field
staff to drive by or physically inspect water meters to obtain meter readings for billing purposes. This
technology is expected to save a significant amount of field staff time which is now spent reading
meters monthly. In addition, the new AMI system will read meters on an hourly basis, allowing the
Village to notify customers when a spike in water consumption occurs (indicating a possible leak)
saving the customers money and increasing water conservation.
Village utility customers will also have the opportunity to access their own water consumption data
through a customer portal. Through the portal, customers will be able to view their usage and set
usage threshold alerts to avoid billing surprises. In addition, the Village will be able to increase
customer engagement through notifications and custom content on the portal.
Utilities Department staff recommends that the Village purchase the Flexnet system by Sensus, the
Village's current vendor for water meters, in the amount of $127,250. The proposed AMI system, if
approved, would be furnished and installed by Core & Main, the authorized Sensus dealer, and would
include two base stations with antenna, training, a customer engagement portal, and analytics
software.
The Village is currently using Sensus equipment as part of our regular meter replacement program
(the Utilities Department has been phasing in newer AMI compatible meters through the Village's
utility service area since 2015) and to date has purchased more than 3,600 Sensus AMI compatible
water meters (approximately 2,675 of which are installed). In addition, the Sensus AMI system has
been successfully piloted within the Village utility system for approximately three (3) months. As a
result, it is recommended that the Village continue to use Sensus equipment to fully implement the
0AMI program and make this purchase under the Sole Source provision of the approved Village
Purchasing Directives and Procedures.
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Agenda Item #16.
Note: There are many potential vendors that provide similar systems; however, each meter
manufacture has their own proprietary AMI system. Thus, if the Village were to use an AMI system
•rom another vendor, the Village would then be required to purchase and replace each of the
approximately 2,675 Sensus AMI compatible water meters already installed in the system at an
estimated cost of over $600,000.
The Village's approved Purchasing Directives and Procedures provides that the Village may acquire
items that for all practical purposes can only be obtained from a single vendor, usually because of
limiting technology, technological compatibility with existing systems or Items already in use by the
Village or other unique qualities of the Items.
BUDGET INFORMATION:
BUDGETED AMOUNT: AVAILABLE AMOUNT: EXPENDITURE AMOUNT:
$750,000 $750,000 $127,250
Additional Budgetary Information: Funding Source(s):
Note: Additional requests for this line item are 401-411-552.601
presented in this agenda. A resolution to modify
the Water Fund (401) to fully fund the meter
replacement and advanced metering system
project is presented in this agenda.
POTENTIAL MOTION / DIRECTION REQUESTED:
Authorize sole source purchase of Sensus Advanced Metering Infrastructure (AMI) System
ATTACHMENTS:
Proposed Core & Main AMI Master Project Agreement
Proposed Sensus SaaS and Spectrum Lease Agreement
CIP Info Sheet.AMI Implementation.ada
Customer Portal Software Data Sheet.ada
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Agenda Item #16.
•
CORE & MAIN TM
VILLAGE OF TEQUESTA
S Master Project Agreement
Core & Main LP
1101 W. 17th Street
Riviera Beach, FL 33404
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Agenda Item #16.
Table of Contents
•
Section
Purpose and Scope 1
Definitions and Terminology 2
Term 3
Core&Main's Responsibilities 4
Client's Responsibilities 5
Default of Client 6
Default of Core&Main 7
Insolvency 8
Taxes,Permits,and Fees 9
Warranty 10
Indemnity 11
Safety 12
Liability and Force Majeure 13
Insurance 14
Hazardous Materials 15
Cleanup 16
Delays and Access 17
Quality of Materials 18
Reserved 19
Legal Governance 20
Dispute Resolution 21
Attorney's Fees 22
• Assignability 23
Notices 24
Binding Effect 25
Modifications 26
Severability 27
Privacy 28
Public Records 29
Appendix A Procurement,Installation and Management Contract
Exhibit A-1 Material Procurement Summary for Installation Contract
Exhibit A-2 Acceptance Certificate
Exhibit A-3 Reserved
Exhibit A-4 Statement of Work
Appendix B Reserved
Appendix C Reserved
Appendix D Warranty
Exhibit D-1 Manufacturers' Warranties
i
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Agenda Item #16.
•
CORE&MAIN
Master Project Agreement
This Master Project Agreement(as hereinafter defined,this"Agreement")dated as of November 15,2019,between
Core&Main LP,a Florida limited partnership(as hereinafter defined,"Core&Main"),and The Village of Tequesta,FL(as
hereinafter defined,"Client").
1. Purpose and Scope. The Agreement is a Master Project Agreement to provide certain Work to Client.
Core&Main agrees to undertake the necessary Work as specified in this Agreement, and Client agrees to take all actions
that are identified in this Agreement and to pay Core&Main in the manner contemplated by this Agreement. This Agreement
consists of the text set forth herein and the text set forth in each Appendix to this Agreement that is executed and delivered
by the Parties. The Appendices checked below are the only Appendices that have been executed and delivered by the Parties
as part of this Agreement (provided, however, that Exhibits that are part of a stated Appendix also shall be part of this
Agreement):
[ X] Appendix A--Procurement,Installation and Management Contract
[ ] Appendix B Reserved
[ ] Appendix C--Reserved
• [ X] Appendix D--Warranty
2. Definitions and Terminoloty. When used in this Agreement or in any of its attachments,the following
capitalized terms shall have the respective meanings as follows:
"Agreement"shall mean this Master Project Agreement,to include all Appendices and Exhibits.
"AWWA"shall mean the American Water Works Association
"AMR"shall mean Automatic Meter Reading
"AMI"shall mean Advanced Metering Infrastructure
"Client"shall mean The Village of Tequesta,FL together with its successors.
"Factory Installation Recommendation" shall mean guidelines for installation procedures given by the
manufacturer of the equipment.
"Force Majeure" shall mean conditions beyond the reasonable control, or not the result of willful
misconduct or negligence of the Party, including, without limitation acts of God, storms, extraordinary weather, acts of
government units,strikes or labor disputes,fire,explosions,thefts,vandalism,riots,acts of war or terrorism,non-price related
unavailability of Project Materials and Supplies,and unavailability of fuel.
"Hazardous Materials" are any materials, substances, chemicals, and wastes recognized as hazardous or
toxic (or other interchangeable terms of equal meaning) under applicable laws, regulations, rules, ordinances, and any
governmental or authoritative body having jurisdiction over the execution of this Agreement and its attachments.
"Core&Main"shall mean Core&Main LP,a limited partnership,together with its successors.
• "Installation Contract"shall mean the Procurement,Installation,and Management Contract attached to this
Agreement as Appendix A,but only to the extent that the Parties have executed and delivered such Appendix A.
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Agenda Item #16.
• "Manufacturer Defect" shall mean any fault or defect in materials or workmanship that manifests itself
during the Warranty Period and is covered by the manufacturer's warranty.
"Manufacturer's Warranty Period"shall have the meaning set forth in Appendix D to this Agreement.
"Party"shall mean either Core&Main or Client.
"Project" shall mean the work to be performed by Core&Main or its subcontractors as described in this
Agreement.
"Project Materials and Supplies"shall mean the materials and equipment specified in Appendix A.
"RF"shall be interchangeable with the term Radio Frequency.
"State"shall mean the State of Florida in which Client is located.
"Third Party"shall mean a person or entity other than Client or Core&Main.
"Utility Service Area" shall mean the geographic area where the Project will be installed and the Work
(and,if applicable,the Services)will be performed. This geographic area shall be specifically defined as Village of Tequesta
Water Service Territory (see Appendix E) as identified in the Sensus propagation study and any other geographic areas
including Client's system that Core &Main, in its discretion, shall approve in writing for inclusion in the Utility Service
Area.
"Warranty Period"shall have the meaning set forth in Appendix D to this Agreement.
"Work" shall mean all work required for the completion of Core & Main's obligations under this
Agreement,including,to the extent that the Parties execute and deliver the Installation Contract attached hereto as Appendix
•
A,the installation Work contemplated by the Installation Contract.
3. Term. The Term of this Agreement shall begin on the commencement date as listed in the opening
paragraph and,unless earlier terminated in the manner contemplated by this Agreement,shall endure for the period specified
in Appendix A. Notwithstanding the foregoing, either Party may terminate this Agreement and the Services and Work
described herein by giving the other Party sixty(60)days prior written notice of its termination of this Agreement. No such
termination shall have the effect of terminating any Financing Contract between the Parties if there are any amounts
outstanding in respect of such Financing Contract.
4. Core & Main's Responsibility. Core & Main shall provide Services, supply Project Materials and
Supplies, and do all other Work as described in this Agreement. Without limiting the generality of the foregoing, Core&
Main shall maintain supervision of all its subcontractors. Any Work beyond the scope of the Work agreed to herein shall not
be considered as part of this Agreement. There shall be no implied or verbal agreements between the Parties relating to the
subject matter of this Agreement.
5. Client's Responsibility. Client shall be responsible for cooperating with Core&Main,providing accurate
information in a timely manner,and making payment in a timely manner for Work performed,Project Materials and Supplies
furnished,or Services rendered. Client shall designate a representative who will be fully acquainted with the Work and will
be reasonably accessible to Core&Main and its subcontractors,and will have the authority to make decisions on behalf of
Client. Client shall provide to Core&Main and its subcontractors all information regarding legal limitations,utility locations
and other information reasonably pertinent to this Agreement and the Project. Client shall be required to give prompt notice
should it become aware of any fault or defect in the Project.
6. Default of Client. The following events shall be considered events of Default of Client: (a)The failure
of Client to make payments to Core & Main in accordance with the terms of this Agreement; (b) any representation or
warranty provided by Client that proves to be materially false or misleading when made;(c)any material failure of Client to
comply with or perform according to the terms of this Agreement or to correct such failure to perform within any cure period
• specified in this Agreement. If an event of Default by Client occurs,Core&Main will exercise any and all remedies available
to it under this Agreement.
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Agenda Item #16.
7. Default of Core&Main. The following events shall be considered events of default on the part of Core
. &Main: (a)failure of Core&Main to provide adequate personnel,equipment,and supplies in accordance with the provisions
and specifications of this Agreement,(b)any failure to promptly re-perform,within a reasonable time,Work or Services that
properly were rejected as defective or nonconforming, (c)the failure of Core&Main to deliver its Work and Services free
and clear of any lien or encumbrance by any subcontractor,laborer,materialman, or other creditor of Core&Main,(d)any
representation or warranty (other than a warranty as contemplated by Section 10 of this Agreement)provided by Core &
Main proves to be materially false or misleading when made, (e) any material failure of Core &Main to comply with or
perform according to the terms of this Agreement or to correct such failure to perform within any cure period specified in
this Agreement. In the event of default by Core&Main,Client may exercise any and all remedies available to it under this
Agreement.
8. Insolvency. In the event that either Party becomes insolvent or makes an assignment for the benefit of
creditors or is adjudicated bankrupt or admits in writing that it is unable to pay its debts, or should any proceedings be
instituted under any state or Federal Law for relief of debtors or for the appointment of a receiver, trustee, or liquidator of
either Party,or should voluntary petition in bankruptcy or a reorganization or any adjudication of either Party as an insolvent
or a bankrupt be filed,or should an attachment be levied upon either Parties equipment and not removed within five(5)days
therefrom,then upon the occurrence of any such event,the other Party shall thereupon have the right to cancel this Agreement
and to terminate immediately all work hereunder without further obligation.
9. Taxes,Permits,and Fees. Core&Main shall be responsible for obtaining all permits and related permit
fees associated with the Project; however the Client must disclose any known fees in advance of contract signing. Client
shall pay sales,use, consumer,and like taxes,when applicable. Client shall be responsible for securing at its sole expense
any other necessary approvals,easements,assessments,or required zoning changes. Client shall be responsible for personal
property taxes and real estate taxes on the Project. Core&Main shall be responsible for all taxes measured by Core &
Main's income.
10. Warranty. The warranty provided by Core & Main and the manufacturer on Project Materials and
Supplies,Work,and Services shall be as set forth in Appendix D.
11. Indemnity. Subject to Sections 13 and 14 of this Agreement:
(a) Except as otherwise expressly provided in Section 11(b)below, Client assumes all liability and
risk associated with the use, operation,and storage of the Project Materials and Supplies and for property damage,injuries,
or deaths associated with or arising out of the use and operation of the Project unless said damage, injury, or death is the
direct result of Core&Main,its employees,and agents.
(b) Core & Main shall indemnify Client and employees against all claims for payment of
subcontractors or materialmen hired by Core&Main for Work relating to the Project. Core&Main and Client agree that
Core&Main is responsible only for damages that result from the intentional misconduct or the negligent act or omission of
Core&Main or its subcontractors.
12. Safety. Core&Main shall have the primary responsibility for the supervision,initiation,and maintaining
all safety precautions and programs necessary to complete its Work associated with the Project. Core & Main agrees to
comply with all applicable regulations, ordinances, and laws relating to safety. It shall be the responsibility of Client,
however,to assure that the sites controlled by Client at which Core&Main expected to do its Work are safe sites.
13. Liability and Force Majeure. Core&Main's liability under this Agreement shall not exceed the amounts
paid to Core&Main by Client hereunder. Neither Core&Main nor Client shall be responsible to each other for any indirect,
consequential, incidental, exemplary or special damages resulting in any form from the Project, whether arising out of
warranty,indemnity,tort,contract,or otherwise. Neither Core&Main nor Client shall be responsible to each other for injury,
loss, damage,or delay that arise from Force Majeure. Core&Main shall not be responsible for any equipment or supplies
other than Project Equipment and Supplies.
14. Insurance and Risk.
(a) During the Term of this Agreement Core & Main shall maintain and shall assure that its
subcontractors maintain insurance as follows:
(1) workers' compensation insurance(or self-insurance)in accordance with applicable law;
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Agenda Item #16.
(2) Comprehensive general liability insurance
• (3) Motor vehicle liability insurance
Such coverage may be provided under primary and excess policies. At the request of Client,Core&Main shall provide or
cause its subcontractor to provide to Client a certificate of insurance with respect to such policies.
(b) Client shall assume full responsibility for any risk of loss except to the extent that(1)the damages
are the result of negligence, failure to act, or willful or intentional act of Core&Main or its subcontractors as provided in
Section 11(b)above,or(2)the loss is covered by the insurance contemplated by Section 14(a)above.
15. Hazardous Materials. The Project and the Work expressly excludes any Work or Services of any nature
associated or connected with the identification,abatement,cleanup,control,removal,or disposal of Hazardous Materials or
substances. Client warrants and represents that,to the best of Client's knowledge,there is no asbestos or other hazardous
materials in the Project premises in areas that Core&Main shall be required to perform work that in any way will affect Core
&Main's ability to complete the Project. If Core&Main is made aware or suspects the presence of Hazardous Materials,
Core&Main reserves the right to stop work in the affected area and shall immediately notify Client. It shall remain Client's
responsibility to correct the condition to comply with local and federal standards and regulations. Client shall remain
responsible for any Claims that result from the presence of the Hazardous Materials. Client is responsible for proper disposal
of all hazardous materials,including but not limited to lithium batteries.
16. Cleanup. Core &Main will be responsible for keeping the Project area free from the accumulation of
waste materials or trash that result from the Project-related Work. Upon completion of the initial Project-related Work,Core
& Main will remove all waste materials, trash, tools, construction equipment and supplies, and shall remove all surplus
materials associated with the Project.
17. Delays and Access. If conditions arise that delay the commencement, completion, or servicing of the
Project as a consequence of Force Majeure or failure of Client to perform its obligation that prevents Core &Main or its
• agents from performing work,then Core&Main will notify Client in writing of the existence of delay and the nature of the
delay. Client and Core&Main will then mutually agree upon any new completion dates,disbursement terms,and payment
terms for the Work contemplated by this Agreement. Nothing in the foregoing sentence shall be deemed to relieve Client
from its obligation to provide Core&Main and its subcontractors reasonable and safe access to facilities that are necessary
for Core&Main to complete the Work.
18. Quality of Materials. Core&Main will use the Project Materials and Supplies specified in Appendix A.
Where brand names and part numbers are specified Core &Main will use the items listed in Appendix A unless specified
items are unavailable or discontinued. In this instance Core &Main will work with Client to choose a substitute. Where
brand names are not specified, Core&Main will choose Project Materials and Supplies that are within industry norms and
standards. Should Client require Project Materials and Supplies with specific requirements, Client should make these
specifications known in a timely manner. Core&Main can use Client-furnished or Client-specific materials;however,Client
will need to provide them or pay the difference in price and labor should any exist. Examples of Client specific requirements
include but are not limited to country or state of origin,union manufactured,specific brand,or manufacturing process.
19. Reserved.
20. INSPECTOR GENERAL: Pursuant to Article XII of the Palm Beach County Charter,the Office
of the Inspector General has jurisdiction to investigate municipal matters,review and audit municipal contracts and other
transactions,and make reports and recommendations to municipal governing bodies based on such audits,reviews,or
investigations.All parties doing business with the Village shall fully cooperate with the inspector general in the exercise of
the inspector general's functions,authority,and power.The inspector general has the power to take sworn statements,
require the production of records,and to audit,monitor,investigate and inspect the activities of the Village,as well as
contractors and lobbyists of the Village in order to detect,deter,prevent,and eradicate fraud,waste,mismanagement,
misconduct,and abuses.
21. Legal Governance. The laws of the State shall govern this Agreement and the relationship of the Parties
• contemplated hereby.
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Agenda Item #16.
21. Dispute Resolution.
• (a) The Parties will attempt in good faith to resolve through negotiation any dispute, claim or
controversy arising out of or relating to this Agreement. Either Party may initiate negotiations by providing written notice to
the other Party, setting forth the subject of the dispute and the relief requested. The recipient of such notice will respond in
writing within three business days from receipt with a statement of its position on,and recommended solution to,the dispute.
If the dispute is not resolved by these negotiations within 15 business days following the date of the initial written notice,the
matter will be submitted to mediation in according with Section 21(b)below.
(b) Except as provided herein,no civil action with respect to any dispute,claim,or controversy arising
out of or relating to this Agreement may be commenced until the Parties have attempted in good faith to resolve the matter
through a mediation proceeding, under the mediation procedure of the CPR Institute for Dispute Resolution ("CPR"),
JAMS/Endispute,the American Arbitration Association("AAA"),or as otherwise agreed upon by the Parties. Either Party
may commence mediation by sending a written request for mediation to the other Party,within 45 business days following
the expiration of the 15-business day period under subsection(a)above,setting forth the subject of the dispute and the relief
requested. Unless the Parties agree otherwise in writing, a single mediator shall conduct the mediation, and the mediator
shall be selected from an appropriate CPR, JAMS/Endispute, AAA or other panel as agreed upon by the Parties. The
mediation shall be conducted in the county of the State in which Client has its principal office. Each Party may seek equitable
relief prior to or during the mediation to preserve the status quo pending the completion of that process. Except for such an
action to obtain equitable relief,neither Party may commence a civil action with respect to the matters submitted to mediation
until after the completion of the internal mediation session,or 45 days after the date of filing the written request for mediation,
whichever occurs first. Mediation may continue after the commencement of a civil action,if the Parties so desire.
(c) The Parties further agree that in the event any dispute between them relating to this Agreement is
not resolved under Section 21(a)or(b)above,exclusive jurisdiction shall be in the trial courts located within the county of
the State in which Client has its principal office, any objections as to jurisdiction or venue in such court being expressly
waived. In the event of a breach or threatened breach by Client of this Agreement,Core&Main in its sole discretion may,
in addition to other rights and remedies existing in its favor and without being required to post a bond or other security,apply
• to any court for specific performance and/or injunctive or other relief in order to enforce, or prevent the violation of, this
Agreement. BOTH CLIENT AND CORE & MAIN HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY
JURY IN ANY ACTION,PROCEEDING OR COUNTERCLAIM(WHETHER BASED UPON CONTRACT,TORT OR
OTHERWISE)ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF THE PARTIES IN
THE NEGOTIATIONS,ADMINISTRATION,PERFORMANCE OR ENFORCEMENT THEREOF.
(d) All issues and questions concerning the construction,validity,enforcement and interpretation of
this Agreement shall be governed by, and construed in accordance with, the laws of the State, without giving effect to any
choice of law or conflict of law rules or provisions (whether of the State or any other jurisdiction) that would cause the
application hereto of the laws of any jurisdiction other than the laws of the State.
22. Attorney's Fees. In the event of any litigation between Parties hereto arising from or with respect to this
Master Project Agreement,the Parties will each bear their own attorneys'fees and costs of the action.
23. Assignability. Neither party may assign, delegate or otherwise transfer this Agreement or any of its
respective rights or obligations hereunder without the other party's prior written consent.
24. Notices. All notices and communications related to this Agreement shall be made in following address:
If to Client: The Village of Tequesta,FL
345 Tequesta Drive
Tequesta,FL 33469
If to Core&Main: Core&Main LP
1101 W. 17th Street
Riviera Beach,FL 33404
• With a copy to: Legal Department
Core&Main LP
1830 Craig Park Court
St.Louis,MO 63146
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Agenda Item #16.
Ph:(314)432-4700
.
Fax: (314)432-2550
25. Binding Effect. Each of Client and Core&Main represents and warrants to the other that this Agreement
has been duly authorized,executed and delivered by such Party and constitutes a legal,valid and binding agreement of such
Party enforceable against such Party in accordance with its terms.
26. Modifications. This Agreement shall not be modified,waived,discharged,terminated,amended,altered
or changed in any respect except by a written document signed and agreed to by both Core&Main and Client.
27. Severability. Any term or provision found to be prohibited by law or unenforceable shall be ineffective to
the extent of such prohibition or unenforceability without,to the extent reasonably possible, invalidating the remainder of
this Agreement.
28. Privacy.The Privacy Policy of Core&Main may be accessed at the following URL:
www.coreandmain.com/privacy-policy/.
29. Public Records. In accordance with Sec. 119.0701, Florida Statutes, the Contractor must keep and
maintain this Agreement and any other records associated therewith and that are associated with the performance of the work
described in the Proposal or Bid. Upon request from the Village's custodian of public records,the Contractor must provide
the Village with copies of requested records, or allow such records to be inspected or copied,within a reasonable time in
accordance with access and cost requirements of Chapter 119,Florida Statutes. A Contractor who fails to provide the public
records to the Village,or fails to make them available for inspection or copying,within a reasonable time may be subject to
attorney's fees and costs pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida
Statutes. Further, the Contractor shall ensure that any exempt or confidential records associated with this Agreement or
associated with the performance of the work described in the Proposal or Bid are not disclosed except as authorized by law
for the duration of the Agreement term, and following completion of the Agreement if the Contractor does not transfer the
records to the Village. Finally,upon completion of the Agreement,the Contractor shall transfer,at no cost to the Village,all
• public records in possession of the Contractor,or keep and maintain public records required by the Village. If the Contractor
transfers all public records to the Village upon completion of the Agreement,the Contractor shall destroy any duplicate public
records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and
maintains public records upon completion of the Agreement, the Contractor shall meet all applicable requirements for
retaining public records. Records that are stored electronically must be provided to the Village, upon request from the
Village's custodian of public records,in a format that is compatible with the Village's information technology systems.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA
STATUTES,TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
AGREEMENT,PLEASE CONTACT THE VILLAGE CLERK,RECORDS CUSTODIAN FOR THE VILLAGE,
AT(561)768-0685,OR AT lmcwilliamsAtequesta.org,OR AT 345 TEQUESTA DRIVE,TEQUESTA,FLORIDA
33469.
IN WITNESS WHEREOF,the Parties have executed this Agreement as of the day and year first above written.
"CORE&MAIN"
CORE&MAIN LP
By:
Printed Name:
Printed Title
"CLIENT"
• VILLAGE OF TEQUESTA
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Agenda Item #16.
• Printed
Printed Name:
Printed Title
•
•
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• CORE&MAIN
Appendix A
Procurement,Installation,and Management Contract
Provider:Core&Main LP("Core&Main")
Client:The Village of Tequesta,FL
This Procurement,Installation,and Management Contract(the"Installation Contract")is an Appendix to the Master Project
Agreement of even date herewith (the "Master Agreement") concerning the Project referenced in the Master Agreement.
1. Summary of Work. The Summary of Work for the Project contemplated by the Master Agreement
consists of application design of the AMI system, providing and installing all Project Materials and Supplies as listed in
Exhibit A-1,and management of the installation process. The purpose of this Work is to upgrade the existing system in order
to provide an AMI-capable system that will meet or exceed the Factory Installation Recommendations.
Summary of W'1 ort.:
1.Supply 1485 water meters of various sizes.
2.Supply 2,411 Smartpoint Transmitters.
3. Supply and Install two M400B Base Stations.
4. Setup,test,integrate and commission the Sensus Regional Network Interface(RNI)in a
Software as a Service model(hosted)
11115.Setup,test,integrate and commission Sensus Analytics in a Software as a Service
model
6. Setup,test,integrate and commission Sensus Customer Portal in a Software as a
Service model.
7.Provide training for endpoint installation and troubleshooting.
8.Provide training for users and administrator on RNI,Sensus Analytics and Customer
Portal
2. Project Implementation Period. The Project is projected to commence on November 15,2019,and will
be implemented over an approximate one(1)year period of time. Below is an estimated construction Schedule:
Estimated Construction Schedule:
Project Start Date 11/15/2019
25%Complete 60 Days After Start Date
50% 90 Days After Start Date
75% 120 Days After Start Date
100% 150 Days After Start Date
3. Compensation. Client agrees to pay Core&Main as estimated$731,014.00 for the Project Materials and
Supplies and Work as described in Exhibit A-1 and additionally for each supplemental item as required by Client and agreed
by the parties. In addition,Client agrees to pay Core&Main for the Work and Services contemplated by this Procurement
Contract as set forth in the Master Agreement. Payment terms shall be as follows:
(a) Payment for Project Materials and Supplies. Client will make payment to Core&Main for Project
Materials and Supplies and the Work set forth in Exhibit A-1 within 30 days of the receipt of an invoice for such Project
Materials and Supplies and Work (which will be invoiced no more frequently than weekly. No payment shall be made,
however, until Client shall have issued a related Acceptance Certificate, which Client shall issue promptly following its
receipt of Project Materials and Supplies.
• 4. Installation Responsibilities of Core&Main.
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Agenda Item #16.
(a) AMI Infrastructure Work. Core&Main has developed a Statement of Work specific to the design,
• deployment,and execution of any AMI infrastructure work as per the project needs. This Statement of Work has been tailored
to the project,as well as any site specific conditions. The Statement of Work is attached hereto as Exhibit A-4.
5. Responsibilities of Client during Installation.
(a) Owner-Furnished Data. Client shall provide Core&Main all technical data in Client's possession,
including previous reports,maps,surveys,and all other information in Client's possession that Core&Main informs Client's
representative is necessary as it relates to Project. Client shall be responsible for identifying the location of meters. Should
Core&Main require assistance in finding the meter location,Client shall locate the meter in a timely manner.
(b) Access to Facilities and Property. Client shall make its system facilities and properties available
and accessible for inspection by Core&Main and affiliates.
(c) Client Cooperation. Client support will be required during implementation of this Improvement
Measure to obtain access to meter boxes/pits,infrastructure sites and to coordinate utility interruptions. Client will provide
notification in its billing to its customers that Core & Main is performing the designated work and that possible service
interruption may result.
(d) Timely Review. That Client through its designated representatives shall examine all invoices,and
inspect all completed work by Core &Main in a timely manner. In the event that a Client delay results in the lack of a
progress payment disbursement, Core &Main reserves the right to delay further work without penalty until such time as
payments are made. Core&Main further reserves all rights and options available to it under the Master Project Agreement.
IN WITNESS WHEREOF,the Parties have executed this Installation Contract as of November 15,2019.
"CORE&MAIN"
0 CORE&MAIN LP
By:
Printed Name:
Printed Title
"CLIENT"
VILLAGE OF TEQUESTA
By:
Printed Name:
Printed Title
III
10
Page 328 of 427
Agenda Item #16.
• CORE&MAIN
Exhibit A-1
Material Procurement Summary
Provider:Core&Main LP("Core&Main")
Client:The Village of Tequesta,FL
This Material Procurement Summary is an Exhibit to and hence part of the Installation Contract contemplated by the Master
Project Agreement(the"Master Agreement"),and it includes all Project Materials and Supplies to be used in connection with
the Work contemplated by the Installation Contract and the Master Agreement,as the same will be identified specifically in
future invoices generated by Core & Main and attached to each Acceptance Certificate (Exhibit A-2) contained in the
Installation Contract. A summary of the Project Materials and Supplies required for the Project is as follows:
Work Description and Pricing
(See following page)
•
•
11
Page 329 of 427
Agenda Item #16.
0 3/4"S iPERL Water Meter, 1217 $106.00 $ 129,002.00
1" iPERL Water Meter 136 $143.00 $ 19,448.00
OMNI R2 Water Meter, 1/1/2" 10 $412.00 $ 4,120.00
OMNI R2 Water Meter,2" 2 $580.00 $ 1,160.00
OMNI C2 Water Meter, 1 1/2" 28 $915.00 $ 25,620.00
OMNI C2 Water Meter,2" 77 $1,053.00 $ 81,081.00
OMNI C2 Water Meter,3" 13 $1,334.00 $ 17,342.00
OMNI C2 Water Meter 6" 2 $4,003.00 $ 8,006.00
1485 $ 285,779.00
Transmitters
Single Port 500 $120.00 $ 60,000.00
Dual Port 1911 $135.00 $ 257,985.00
2411 $ 317,985.00,
411
. x
M400B Tower Gateway Base Station 2 $28,000.00 $ 56,000.00
Installation For M400B 2 $12,500.00 $ 25,000.00
$ 81,000.00
Annual RNI SaaS Fee 1 $8,450.00'$ 8,700.00 '$ 8,960.00'$ 9,225.00'$ 9,500.00
RNI SaaS Setup Fees 1 $0.00 S - $ - $ - 0
Training(RNI Core Education-Onsite) 1 $4,200.00 $ - $ - $ - 0
$12,650.00 $ 8,700.00 $ 8,960.00 $ 9,225.00 $ 9,500.00.
Sensus Analytics Enhanced 1 $8,350.00 $ 8,600.00 $ 8,858.00 $ 9,123.74 9397.4522
Sensus Analytics Setup Fee0
1 $0.00 $ - $ - $ _ 0
Sensus Analytics Basic Integration Performed by VAR 1 $0.00 $ $ $ 0
Sensus Analytics(On-site Training) 1 $0.00 $ $ $ 0
$8,350.00
Customer Portal 1 $6,500.00'$ 6,695.00 $ 6,895.00 '$ 7,100.00 $ 7,310.00
Customer Portal Setup Fee 1 $6,250.00'$ - $ - $ - $ -
Customer Portal Integration Fee 1 $10,000.00 $ - $ - $ - $ -
Customer Portal Training Fee 1 $2,500.00'$ - $ - $ - $ -
$25,250.00
S
12
Page 330 of 427
Agenda Item #16.
Exhibit A-2
• Acceptance Certificate
Client under the Master Project Agreement(the"Master Agreement")with Core&Main LP hereby certifies:
This Acceptance Certificate is a Partial/Final (Circle one) Acceptance Certificate delivered under the Procurement,
Installation,and Management Contract(the"Installation Contract")to which it is attached.
1. The Project Materials and Supplies listed on the attached invoice (or in the event of a final Acceptance
Certificate all Project Materials and Supplies provided under the Installation Contract and the Master Agreement),have been
delivered to Client.
2. Client has conducted such inspection and/or testing of the Project Materials and Supplies as it deems
necessary and appropriate and hereby acknowledges that it accepts the Project Materials and Supplies for all purposes on the
date indicated below. The Project Materials and Supplies have been examined and/or tested and are in good operating order
and condition and is in all respects satisfactory to the undersigned and complies with the terms of the Installation Contract,
subject,however,to the warranty provided in Section 10 of the Master Agreement.
3. Based on and the acceptance set forth herein,Client agrees that the Manufacturer's Warranty Period on all
water equipment shall be deemed to have begun on the date when the manufacturer shipped such equipment and that the
Manufacturer's Warranty Period shall end in accordance to the referenced warranties in Appendix D,Exhibit D-1.
4. Client has examined all Work and Services performed by Core&Main and covered by the related invoice
or draw requests and finds such Work and Services to have been performed in an workmanlike manner and in accordance
with all applicable specifications. Client therefore accepts such Work and Services. Based on the acceptance set forth herein,
Client agrees that the Warranty Period for the Work and Services shall end on ,20 (i.e. one year from the
date of shipment).
• 5. The following is a punch list of items left to be completed for current phase or final phase(Circle one)of
the Project:
Insert Punch list
Agreed to and Accepted as of ,2019 by:
"CLIENT"
VILLAGE OF TEQUESTA,FL
By:
Printed Name:
Printed Title
•
13
Page 331 of 427
Agenda Item #16.
Exhibit A-3
Reserved
•
14
Page 332 of 427
Agenda Item #16.
• Exhibit A-4
Statement of Work
(Sale through VAR)
This document is designed to assist the Client with the planning the installation of a Sensus AMI System.For illustrative
purposes,an architectural diagram is provided below that depicts equipment to be installed at the BASESTATION site and
the Client site which will typically house the RNI.In addition,the following pages provide details pertaining to
responsibilities of Core&Main LP and Client during the planning,installation and commissioning of the FlexNet AMI
System.
I 1
Regional Network Interface
RF Network
(( a)
\r ) ' o m nal m: T
�0 a > .:r a) rn CO
�_/ O
-41--11.- m xm m
m
m
Message Batch Job Meter/Tower Scheduled Job
Processor CMEP Files Information Information Information
III E + -
a)
a)
. Metrics
am
1=
o,
to
c
co
M
. Network Tower!
o Capacity Meter Read Health Twoway Endpoint Delivery
2 Optimizer Manager Dashboard Monitor Information Metrics
Z
Endpoint
Configuration
Agent
cs,,,,.,__RNI
Diagram 1—FlexNet AMI Diagram
III
15
Page 333 of 427
Agenda Item #16.
General Responsibilities:
•
Core&Main will:
1. Provide a project manager to coordinate all FlexNet installation activities with the Client and be the main contact
point between the Client and Sensus during the infrastructure and SmartPoint Module deployment phase.The
project manager will coordinate training activities and all installation activities with Sensus field engineers and
contract installation crews hired by Client.
2. Provide Client a Sensus certified propagation study that determines the locations best suited for installation of the
BASESTATION's and to ensure proper communications with end point transmitters and the RNI.
3. Work with Sensus to commission the RNI hardware and software remotely.
4. Work with Sensus to obtain final network acceptance and approval to install endpoint devices
5. Schedule training familiarization/operators training for head end software to Client identified personnel at the
Client's location.
6. Hire a qualified installation contractor to install the antennae and cable that runs between the base station and the
antenna.
7. Core&Main will apply for permits and Village will pay for fees
Client will:
1. Provide a key point of contact,contact information,for project management activities to work with the Core&
Main project manager to help facilitate a timely installation of the FlexNet system.
2. Hire a qualified installation contractor to install the BASESTATION equipment and run all data and power cables
between the power supply and the BASESTATION.
• 3. Perform all site preparation work for the RNI and BASESTATIONs.
4. Be responsible to provide the network infrastructure in the Power and RNI Location areas in Diagram 1,including
network cabling and power identified in blue in Diagram 1.
5. Be responsible for monthly and annual fees associated with the network access for all sites where network access
is needed.
6. Be responsible to provide communications link between the Regional Network Interface(RNI)and
BASESTATION.
7. Purchase any routers,hubs,mounting equipment,uninterruptible power supply and/or security equipment needed
to connect the RNI to the Client's internal network.
8. Be responsible for the installation of Meters, SmartPoint Modules,Load Control,Home Area Network,and
Automation Devices.
RNI Responsibilities:
The RNI will be a SAAS model that will be stored at one of Sensus secure data sites. If Owned Model is available Client
will be required to purchase the servers through Sensus and provide adequate power and room to house the servers.
Core&Main will:
1. Supply the RNI hardware and data management software necessary to operate on the RNI hardware.
2. Work with Sensus to obtain final configuration of all software and RNI hardware for operation with the FlexNet
network.
3. Work with Sensus to Test,and verify proper network connectivity to access the BASESTATION.
Client will:
1. Purchase all needed FlexNet(RNI)computer equipment.
16
Page 334 of 427
Agenda Item #16.
2. Be responsible for fees associated with acquiring and maintaining the static IP addresses needed to access network
•
equipment located at the BASESTATION site.
3. Provide the necessary static IP addresses for the FlexNet system components.
4. Be responsible to secure a suitable contractor to connect the data management software to the billing system to
allow for data to be imported for billing purposes.
5. Provide remote network access to the FlexNet BASESTATION network to Sensus. This provides Sensus
Technical Services personnel the ability to perform ongoing system support and troubleshooting.
Infrastructure Site Responsibilities
BASESTATION:
Core&Main will:
1. Instruct Client concerning infrastructure site preparation work,and verify work is done correctly.
2. Coordinate the installation and commissioning of FlexNet Infrastructure for proper operation.
3. Hire a competent contractor to install the antenna and related components.
4. Provide the necessary antennas,mounts,cable and other antenna components for the BASESTATIONS.
5. Not be held responsible for damage to any interior/exterior coatings on water tanks that result from welding
of antenna mounts to tanks.Parties will agree to a scope of work prior to installation.
Client will:
• 1. Purchase the required number of BASESTATIONs.
2. Be responsible to provide an area at the BASESTATION site for installation if the BASESTATION is installed at
a Client provided site.
3. Be responsible to provide a 120 VAC power source to the BASESTATION.All necessary electric requirements
which will include 120 VAC Non GFI receptacles to be at the final location of the BASESTATION installation.If
trenching of the power line is needed,the Client will be responsible to provide the necessary trenching,conduit,
and cabling needed to supply power from the power source outlet to the base station cabinet.All electrical
equipment will be installed in accordance with local codes.
4. Hire a certified electrician to connect all power to the BASESTATION.
5. Be responsible to provide network access at the site where the BASESTATION is located.Client should consult
with Core&Main about the available options for network connections between BASESTATION and RNI.
6. Be responsible to provide any conduit and/or trenching required to provide cabling requirements from the tower
site to the BASESTATION installation.
7. Be responsible to provide CAT 5 UV and weather resistant network cable from the network service provider
access link to the cabinet.
8. Be responsible to provide any conduit or trenching needed to run the data cable to the BASESTATION.Client is
responsible to assure that data cable is located to final location of the BASESTATION.
9. Be responsible to provide security at BASESTATION location.
10. Be responsible to provide sufficient foundation to secure the outdoor cabinet should an outdoor cabinet be required
to house the BASESTATION.This foundation will consist of a concrete pad or steel structure that is designed to
hold 600 lbs per square inch.
11. Be responsible to provide 240 VAC of power to the BASESTATION unit should an outdoor cabinet be required.
S Receptacles to be located within 1 foot of the final location of the BASESTATION installation.If trenching of the
power line is needed,the Client will be responsible to provide the necessary trenching,conduit,and cabling
needed to supply power from the power source outlet to the base station cabinet.All electrical equipment will be
installed in accordance with local codes. 1
17
Page 335 of 427
Agenda Item #16.
installinggroundingmaterial at the location of the BASESTATION installation.At a minimum,
12. Be responsible for
P
. the material should consist of#4 or#2 stranded copper wire which will connect to the BASESTATION.
13. Be responsible for proper ground field at the BASESTATION site.
14. Be responsible for getting access/permission to any structure that is not owned by the Client.
15. Prepare the site for the BASESTATION by completing the below tasks:
a. Site must have a network connection available for the BASESTATION to communicate with RNI. The
Ethernet connector on the BASESTATION unit is an RJ-45 type, 10/100 auto signaling rate. Minimum
WAN bandwidth requirements are 128 kbps with a redundant path. Any network equipment to interface
the BASESTATION such as Juniper router/firewall,switches,etc.will be Client provided.
b. Client will supply connectivity information to Sensus(IP address,default gateway,sub-net mask,etc.)
c. Provide suitable antenna mounting structure such as a tower,mono-pole,or building that is capable of
supporting the weight of the antenna,cable,mounting hardware and wind loading.
d. Indoor site should have adequate room for the rack facilitating opening of both front and rear doors,and
an available 120V grounded outlet within 10 feet.
e. Outdoor site installation single phase 240 VAC 30 amp circuit from Meter bank to disconnect panel on
BASESTATION
f. Outdoor site shall have installation of BASESTATION concrete support pad or suitable steel support
structure with a minimum loading capacity of 6001b. Sq.ft.
g. Indoor site should have adequate environmental control/ventilation. Recommended environmental ranges
are shown in Appendix A of the Tower Gateway Base Station Installation Manual. Although the unit is
capable of operation in extreme temperatures,maintaining a moderate and constant temperature
environment will promote trouble-free service and long life.
h. Site must have all RF,and power connections properly surge arrested to prevent damage in the event of a
major lightning strike. A Halo type building ground installation with a tie available to connect to the rack
ground bar is recommended
SmartPoint Module Installation Responsibilities
Core&Main will:
1. Once the installer has completed troubleshooting of installation issues,Core&Main will engage Sensus to
investigate the remaining Endpoints to identify and fix any coverage issues.
2. Coordinate with Sensus to establish the Endpoints installation schedule,shipment quantities,and overall
project timeline.
Client will:
1. Purchase Endpoints. "Endpoint",in this Exhibit only,means a Sensus meter or a Sensus SmartPoint Module
installed on a third party meter.
2. Install or hire a qualified installation contractor to install all Endpoints to be used in the AMI System.
3. Be responsible for quality assurance for their personnel and/or an installation contractor as it relates to proper
installation of Endpoints.
4. Visit and troubleshoot Endpoints that are not reporting into the system.Investigate any non-reporting
Endpoints to ensure that there are no cut wires,improper installations,improper programming and resolve all
• data entry errors in the system.
18
Page 336 of 427
Agenda Item #16.
Miscellaneous Responsibilities
•
Client will:
1. Be responsible for the payment of any,renewal,regulatory or license fees associated with the network hardware
and software.
2. Core&Main will apply for permits and Village will pay for fees
•
•
19
Page 337 of 427
Agenda Item #16.
Appendix B
• RESERVED
•
•
20
Page 338 of 427
Agenda Item #16.
• APPENDIX C
RESERVED
•
21
Page 339 of 427
Agenda Item #16.
Appendix D
• WARRANTY
The warranties on meters and equipment included in Project Materials and Supplies, and on Work, and Services
shall be as follows:
1. Project Materials and Supplies.
(a) General. Meters and equipment included in Project Materials and Supplies that Client purchases
from Core&Main are warranted by the manufacturer to be free from Manufacturers'Defects for the period specified in the
manufacturer's warranty. A copy of the present warranty of each manufacturer that will supply meters and equipment as part
of the Project Materials and Supplies is attached hereto as Exhibit D-1. The term of such manufacturer's warranty shall be
as set forth in such attached warranty(as the same may be changed from time to time during the course of the performance
of the Master Agreement,but with changes to apply only to purchases of meters and equipment occurring after the change
becomes effective),but generally the start date for meter and equipment warranties is the date of the manufacturer's shipment
of such meters and equipment as noted in the applicable Acceptance Certificate attached to this Agreement as Exhibit A-2
("Manufacturer's Warranty Period"). PROJECT MATERIALS AND SUPPLIES OTHER THAN METERS AND
EQUIPMENT ARE NOT WARRANTED. CORE&MAIN DOES NOT PROVIDE ANY SEPARATE WARRANTY FOR
PROJECT MATERIALS AND SUPPLIES.
(b) Core &Main's Responsibility. Upon any breach of the manufacturer's warranty on a meter or
equipment noticed to Core&Main during the applicable Manufacturer's Warranty Period,Core&Main's sole responsibility
shall be to cooperate with Client in arranging for the manufacturer to repair or replace any defective meter or equipment.
2. Installation Work and Services.
(a) General. Core&Main warrants that all installation Work and Services provided by Core&Main
• shall be performed by Core &Main in a workmanlike manner and in compliance with any specifications set forth in this
Agreement,with such warranty to expire one year from the date when such installation Work was performed or such Services
were provided(the"Warranty Period").
(b) Exclusive Remedy. Upon any breach of Core & Main's warranty as to installation Work or
Services during the applicable Warranty Period, Core & Main's sole responsibility shall be to perform any corrective
installation Work or Services necessary to bring Core&Main's installation Work and Services into compliance with such
requirements.
3. DISCLAIMER OF FURTHER WARRANTIES. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY,
CORE&MAIN DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING ALL IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT,
WHETHER ARISING OUT OF WARRANTY,INDEMNITY,TORT,CONTRACT OR OTHERWISE,SHALL CORE&
MAIN BE LIABLE FOR ANY INDIRECT,INCIDENTAL,SPECIAL,EXEMPLARY OR CONSEQUENTIAL
DAMAGES OF ANY KIND.
•
22
Page 340 of 427
Agenda Item #16.
Exhibit D-1
•
Manufacturers'Warranties
Attached to this Exhibit D-1 are the manufacturers'warranties for each of the manufacturers of Project Materials.
•
•
23
Page 341 of 427
Agenda Item #16.
• Sensus Limited Warranty G-500822
1.General Product Coverage. Unless otherwise provided herein,Sensus USA Inc. Years Replacement Price Years Replacement Price
("Sensus")warrants its products and parts to be free from defects in material and 1-10 0% 16 55%
workmanship for one(1)year from the date of Sensus shipment and as set forth below_
All products are sold to customer("Customer")pursuant to Sensus'Terms of Sale,avail- 11 30% 17 60%
able at sensus.com/TC("Terms of Sale"). 12 35% 18 65%
2.SR lI and accuSTREAMip 5/8",3/4"&1"Meters are warranted to perform to 13 40% 19 70%
AW WA New Meter Accuracy Standards for five(5)years from the date of Sensus 14 45% 20 75%
shipment or until the registration shown below,whichever occurs first.Sensus further 15 50% >20 100%
warrants that the SR II and accuSTREAM meters will perform to at least AWWA - -
Repaired Meter Accuracy Standards for fifteen(15)years from the date of Sensus
shipment or until the registration shown below,whichever occurs first Footnote 2:Sensus will repair or replace non-performing:
New Meter Accuracy Repair Meter Accuracy • iPERL System Batteries,and/or the iPERL System flowtube,the flaw sensing
5/8"SR II Meter and 500,000 gallons 1,500,000 gallons and data processing assemblies, and the register ("IPERL System
accuSTREAM Meter Components")with hourly reads
3/4"SR II Meter and 750,000 gallons 2,250,000 gallons • SmartPoint 510M/520M Modules (configured to the factory setting of six
accuSTREAM Meter transmissions per day under normal system operation of up to one demand
1"SR II Meter and read to each SmartPoint Module per month and up to five firmware
accuSTREAM Meter 1,000,000 gallons 3,000,000 gallons downloads during the life of the product)and batteries,unless the SmartPoint
--- - - - - - 510M/520M Module is ever paired with an ally Meter, which event
3.allye Meters that register water flow are warranted to perform to the accuracy level immediately amends the warranty terms to those described in Section 11;
set forth in the ally Data Sheet available at sensus_com/aliy/datasheet for fifteen(15) at no cost for the first fifteen(15)years from the date of Sensus shipment and for the
years from the Date of Installation,but no longer than sixteen(16)years from date of remaining five(5)years at a prorated percentage,applied towards the published list price in
manufacture,not including the meter's sensors,valve,and gear motor,which are effect for the year the product is accepted by Sensus under the warranty conditions
warranted under different terms described below.As used herein,"Date of Installation' according to the following schedule:
means the date after which the ally Meter has been out of empty pipe for seven(7)
consecutive days,as those days are measured by the ally Meter and stored in the Years Replacement Price
meter's nonvolatile memory. 1—15 0%
4.iPERO Meters that register water flow are warranted to perform to the accuracy 16 30%
levels set forth in the iPERL Data Sheet available at sensus.comhped/datasheet or by 17 40%
request from 1-800-METER-IT, for twenty(20)years from the date of Sensus shipment 18 50%
The iPERL System Component warranty does not include the external housing.
19 60%
5.Maincase of the SR II in both standard and low lead alloy meters are warranted to be 20 70%
free from defects in material and workmanship for twenty-five(25)years from the date >20 100%
of Sensus shipment Composite and E-coated maincases will be free from defects in _ -
material and workmanship for fifteen(15)years from the date of Sensus shipment
6.Sensus OMNI'Meters and Propeller Meters are warranted to perform to AW WA 11•allye Meter Batteries and Components,including SmartPoint 510M/520M Modules
New Meter Accuracy Standards for one(1)year from the date of Sensus shipment are warranted to be free from defects in material and workmanship from the Date of
Installation,as defined in Section 3,for the period stated below:
ST.Sensus accuMAG'Meters are warranted to be free from defects in material and ,
workmanship,under normal use and service,for 18 months from the date of Sensus Batteries 15 years
shipment or 12 months from startup,whichever occurs first. Sensors 5 years
8. Sensus Registers are warranted to be free from defects in material and Valve&Gear Motor 5 years"
workmanship from the date of Sensus shipment for the periods stated below or until the SmartPoint 510M/520M Modules and Batteries in service w/ally 15 years'
applicable registration for AWWA Repaired Meter Accuracy Standards, as set forth
above,are surpassed,whichever occurs first Footnote 3:If applicable,any SmartPoint 510M/520M Modules ever paired with an ally
5/8"thru 2"SR II,accuSTREAM Standard Registers P5 years Meter are warranted with the following limitations:
518"thru 2'SR II,accuSTREAM Encoder Registers 10 years o When configured to the default installation setting of six transmissions of
metrology and pressure per day and one update of temperature per day,the
All HSPU,IMP Contactor,R.E.R.Elec.ROFI 1 year SmartPoint is warranted to perform up to five(5)firmware upgrades for the
Standard and Encoder Registers for Propeller Meters 1 year SmartPoint Module and up to five(5)firmware upgrades for the ally Meter;
OMNI Register with Battery 10 years c 2500 Operational Commands,where"Operational Commands"include on
demand reads(such as consumption,pressure,temperature),an ally valve
S.Sensus Electric and Gas Meters are warranted pursuant to the General Limited command,or a configuration command:and
Warranty available at sensus.com/TC. c 15 Diagnostic Commands,which includes two-way communications tests and
installations
10. Batteries, IPERL System Components, AMR and FlexNee Communication for the first ten(10)years from Date of Installation at no cost For the remaining five(5)
Network AMI Interface Devices are warranted to be free from defects in material and years,Customer will pay the reduced Replacement Price of the then-current list price in
workmanship from the date of Sensus shipment for the period stated below: effect at the time the product is accepted for return in accordance with the following
Electronic TouchPad 10 years schedule:
Act-Pak`Remote Monitoring Instruments 1 year Years Replacement Price Years Replacement Price
Gas SmartPoinf=Modules and Batteries 20 years' 1—10 0% 14 65%
6500 series Hand-Held Device 2 years 11 35% 15 75%
Vehicle Gateway Base Station(VGB)and other AMR Equipment 1 year 12 45% >15 - 100%
FlexNet Base Station(including the R100NA and M400 products) 1 year 13 55%
iPERL System Battery and iPERL System Components 20 years' Footnote 4:Notwithstandingthe foregoing,valve and gear motor components of allyMeters
Sensus Electronic Register+` 20 years' are not warranted beyontwo thousand (2000) alve State Operations, eveif the
Sensus"Smart Gateway Sensor Interface 1 year warranty period provided herein has not yet expired. As used herein, 'Valve State
SmarlPomta 510M/520M Modules and Batteries 20 years` Operations"means adjustments of the Meter to open,close,or reduce flow.
Footnote 1:Sensus will repair or replace non-performing: 12.1PERL and ally Connectors and Cables are warranted to be free from defects in
materials and workmanship,under normal use and service,for ten(10)years from the date
•Gas SmartPoint Modules(configured to the factory setting of six transmissions per of Sensus shipment. Nicor or Itron connectors included with a Sensus product are
day under normal system operation of up to one demand read to each SmartPoint warranted according to the terms for Third-Party Devices in Section 13.
Module per month and up to five firmware downloads during the life of the product) 13. Third-Party Devices are warranted to be free from defects in materials and
and batteries: workmanship,under normal use and service,for one(1)year from the date of Sensus
•Sensus Electronic Register+with hourly reads shipment As used in this Sensus Limited Warranty, 'Third Party Devices"means any
for the first ten(10)years from the date of Sensus shipment,and for the remaining ten product,device,or component part used with a Sensus product that is manufactured or
(10)years,at a prorated percentage,applied towards the published list prices in effect sold by any party that is not Sensus.Failure of a Third Party Device which subsequently
111 for the year product is accepted by Sensus under warranty conditions according to the
following schedule: causes failure to a Sensus device shall be the responsibility of the manufacturer of the
Third Party Device.
8801 Six Forks Road,Suite 700
Raleigh,NC 27615 5 E n5 U S
1-800-638-3748
a xylem brand
Page 342 of 427
Agenda Item #16.
14.Scamp suppled angor licensed by Sennas is supported according to BREAKAGE CAUSED BY FREEZING TERMPERATURES, WATER HAMMER
.
the leans or The appeal,*eomrae louse or wage agreement.Se cis*warts that COMMONS,OR EXCESSIVE WATER PRESSURE INIOUT COSTS'MEANS ANY
any neteult and in€ntdrleg services shall be perrormed In a professforial and COSTS AND EXPENSES INCURRED BY CUSTOMER IN TRANSPORTING GOMIS
wexlinaume manner. BETWEEN ITS WAREHOUSE AND ITS END USERS PREMISES AND ANY COSTS AND
15.Return.Senate'D011g on,ane CUUomB S elamith"e remedy.moor NS Serrate REMOVING BY N IN FANS ANY UNINSTALLING END ANDR O
F
Unmet Walraity s. at Senate'oPikxr, to Ober(I)Mar or rephaoe rte Preload; ELECTR1CITYAVATEA.1GAS THAT PAYS CUSTOMER FOR THE CONSUMPTION OF
provided the Customer(a)realms Rte product to the location designated by Serrata pfCTRICrTYMIATERIGAs.AS APPLICABLE
MIMI the warranty peulcat and(b)prepays lie freight cry both to and from such
wcaleaa or(I)delver replace nenlcomponents to Rte Customer,pmttded the Customer The Imitations on IlatIlpy set lath n this Ageernent ate fUndarnerral Nducemenfs to
instals,at Is cost,rich components In or on the product(as Insrutcled by Stere), Senate entering oto tis Ageernelt.They appy unconditionally and In al respects. They
provided,hat IT Sals s requests,the Customer(a)reigns the product to the location are to be Interpreted broadly sd as to give Sensus tee madrnrn protecbon per iced under
daetgara ed by Swats Munn the wertaty pealed,and(b)prepays the metgu costs bah law.
to andltam such location.In all eases,If Customer does not o=hm the product Whin the
ere penal deaglaled by Saws,Serene will Mace,ail Customer all pay Main
flatly days of die Invoice elate, for the exist of the replacement product sorer
components.
The tet er or pm:I nas tar warranty earns mist Meow;ensue' Retuned Mars
Autiortstrothe Cusatxneun s�teat) res mist be obtained accor procedures.Wafer meter reigns must WNW chownerittron a
standar%amt mist speray Rte meter Sergi rumor. The lest results will not be vaid If
the meter Is found to=tan foreign nUMrtas. If Customer iheases not to test a
Series peter meter peau to riming it to Seneus,senna slit repair cc replace fie
meter,at Sensur ayean,alter the meta has been tested by Sens s.The Customer all
be charged Sens'then arrant festng lee.AI product rust be released In accordance
Nth the NSA process. Far a1 returns,Serrate reserves the RIM to roost metes read-
ing records by serial cumber to vadabe wawa*clams.
For puedncts that have become msdcntinued or absaetae{Cbsolde Pronati),renals
may,at Its asrxetion,replace such Obsolete Pry with a=went product model
(New Proctor).provided that Us New Product has arty similar*alums as the
Obsolete Prodtcd. The New Pratld Med be wanaited as sat firth in this Same
Lamed Waraly.
THIS SECTION 15 SETS FORTH CUSTOMERS SOLE REMEDY FOR THE FAILURE
OF THE PRODUCTS,SERVICES OR LICENSED SOFTWARE TO CONFORM TO
TITER RESPECTIVE WARRANTIES_
16.Warranty Exceptions and No implied Warranties. Tris Sana*shied Warranty
does not Include WSW for removal or Installation of proacts,or costs for teq
labor or materials,ankh are the reeponstaity of the Chile[. The wa sIn this
Saws Luted Warranty do not apply to goods that hare beat Istaled bnprbp¢ny Or
n non-Ie merited InstalatorK Instated to a saw teal Is not Alli coal,or Is net In
Sap operating cnndelar,ors damaged,o is In need at repair, ted NM mooned
or repaired with parts or assentees not ceritled In writing by Sensus,Including without
Mahon, oammunicatIon parts and assembles•, Improperly moaned or repaired
(Including asa result of maadllrata s required by Senshs)converted;altered;riamagert
read by equipment not approved by Se sua for water meters.used*Mt substances
other titan water,used NM nm-potable weaer,or used with water that contains 1St
skirts,deposits,air utter rnputlee arb)ec ed to mise,*simper storage,Improper
care,Improper maintenance.or Momper periodic tying(coiectvety,mow_'). It
saran Identities any Exceptions during a arrtram,irorttlesle,otlhg or performing any
type of eepport on belhaI of Customer,then Castsner that pay Tor andkr reiniwrse
Sena Ar at eipeerses Inured by serge in scanting,troublestxaobng,performing
support activities, reparl g or replacing any Ecp *rat War salsas any of rue
Easefeans deemed above. The above warrartes rib not apply In the event of Force
Ma)eue,as gained In lie Tams of Sale.
THE WAR ANRIES SET FORTH M THIS SENSUS LIMITED WARRANTY ARE THE
ONLY WARRANTEE GIVEN WITH RESPECT TO THE GOODS, SOFTWARE,
SOFTWARE LICENSES AND SERVICES SOLD OR OTHERWISE PROVD®BY
SENNA_ SENSUS EXPRESSLY DISCLAIMS ANY AND ALL OTHER
REPRESENTATIONS. WARRANTIES, CONDITIONS, EXPRESSED, SURJ®,
STATUTORY OR OTHERWISE.REGARDING ANY MATTER NI CONNECTION 1NRH
MIS SENSUS LIMITED WARRANTY ORMTh THE TERNS OF SALE,RICLUOING
WITHOUT LIMITATION WARRANTIES AS TO FITNESS FOR A PARTICULAR
PURPOSE.MERCHANTABILITY.NON-INFRINGEMENT AND TITLE
SENSUS ASSURES NO LIABRJTY FOR COSTS OR EXPENSES ASSOCIATED
MTH LOST REVENUE OR WITH THE REMOVAL Oft INSTALLATION OF
EQUIPSTENT. THE FOREGOING REMEDIES ARE CUSTOMER'S SOLE AND
EXCLUSIVE REMEDIES FOR THE FALLRIE OF EQUIPMENT, LICENSED
SOFTWARE OR SOFTWARE SERVICES,AND OTHER SERVICES TO CONFORM
TO THEIR RESPECTIVE WARRANTIES_
17_ tirdtatton N LleMtty_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 TOTAL
AMOUNT PAID BY CUSTOMER TO SENSUS UNDER Till AGREEMENT. TM'S IS
SO WHETHER THE CAUSES OF ACTION ARE IN TORT,INCLUDING.WITHOUT
IMITATION. NEGLIGENCE OR STRICT LIABILITY, IN CONTRACT, UNDER
STATUTE OR OTHERWISE.
AS A SEPARATE AND INDEPENDENT LLBTAThON CN LIABILITY, SENSUS'
LIABILITY SHALL BE UNITED TO DIRECT DAMAGES. SENSUS SHALL NOT BE
LIABLE FOR (I)ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES;NOR(I)ANY REVENUE OR PROFITS LOST BY CUSTOMER OR ITS
AFFILIATES FROM ANY END USER(S),IRRESPECTIVE OF WHETHER SUCH LOST
REVEN JE CR PROFITS IS CATEGORIZED AS DIRECT DAMAGES OR OTHERWISE;
NOR(HI)ANY INRIUT COSTS; NOR (IV) MANUAL METER READ COSTS AND
EXPENSES;NOR(V)DAMAGES ARISING FROM MAINCASE OR BOTTOM PLATE
8601 Six Forks Road,suite 7'00
Raleigh,NC27615 sJ,tnsUS
1-800438-3748 ti p'14 TI
25
Page 343 of 427
Agenda Item #16. S E l S U S
a xylem brand
• Software as a Service and Spectrum Lease Agreement
between
Village of Tequesta
("Customer")
and
Sensus USA Inc.
("Sensus")
IN WITNESS WHEREOF, the parties have caused this Software as a Service Se ce and Spectrum Lease ("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 Software as a Service and Spectrum Lease between Sensus and Customer.
Together,these two parts create the Agreement.
Sensus USA Inc. Customer: Village of Tequesta
By: By:
Name: Name:
Title: Title:
Date: Date:
Contents of this Agreement:
Part 1: Notification for Spectrum Manager Lease
Part 2:Agreement
Exhibit A Software
Exhibit B Technical Support
•
Confidential Page 1 of 15
Page 344 of 427
Agenda Item #16.
• 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: Village of Tequesta
Attention To: Matthew Hammond, Name of Real Party in Interest:
Street Address: 345 Tequesta Dr City: Tequesta
State: Florida Zip: 33469 Phone: 561-768-0459
Fax: Email: mhammond@tequesta.org
Is Customer contact information same as above?X❑Yes :No (If No,complete box 2 below)
2.
Additional Customer/Lessee Contact Information
Company Name:
Attention To:
Street Address: City:
State: Zip: Phone:
Fax: Email:
3.
Customer/Lessee is a(n)(Select one):❑Individual I❑Unincorporated Association I['Trust
X Government Entity I❑Corporation I❑Limited Liability Company I❑General Partnership
• ❑Limited Partnership I❑Limited Liability Partnership I❑Consortium I ID Other
4.
FCC Form 602:FCC File Number of Customer's 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 not 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 Matthew Hammond
Title: Utility Director
Email: mhammond@tequesta.org Phone: 561-768-0459
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: Abigail Brennan
X Yes ❑No ['Yes ❑No
Council Member: Vince Arena
XYes ❑No ❑Yes ❑No
Council Member: Laurie Brandon
X Yes ❑No Dies ❑No
. Council Member: Kyle Stone
X Yes ❑No ['Yes ❑No
Confidential I Page 2 of 15
Page 345 of 427
Agenda Item #16.
• Council Member:Kristi Johnson
DYes ❑No ❑Yes ❑No
Council Member:
DYes ❑No ['Yes :No
Council Member:
DYes ❑No [Nes ❑No
Council Member:
[Nes ❑No DYes ❑No
Council Member:
DYes ❑No DYes ❑No
Council Member:
['Yes No DYes ❑No
8.
Alien Ownershi.Questions if the answer is Yes,provide an attachment ex.lainin.the circumstances
1 Is the Customer/Lessee a foreign government or the representative of any foreign government? DYes X 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 application for an initial,modification or renewal of FCC station authorization,license or construction Dyes X No
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 convicted of a felony by any state or federal court? ❑Yes X No
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
['Yes X No
of manufacture or sale of radio apparatus,exclusive 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. X 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 X Yes
11111 terminated by either the Licensee or the 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 X Yes
possession or distribution of a controlled substance(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 Customer/Lessee 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 Commission or the Licensee to conduct on-site inspections of transmission X Yes
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 continuing authority to use the leased spectrum and will be required to X Yes
terminate its operations no later than the date on which the Licensee ceases to have any authority to operate under the
license,unless otherwise authorized by the Commission.
6)The Customer/Lessee agrees the Lease shall not be assigned to any entity that is not eligible or qualified to enter into a X Yes
spectrum leasing 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 of the United States because of the previous use of the same,whether by spectrum lease or X Yes
otherwise.
8)The Customer/Lessee certifies that it is not in default on any payment for Commission licenses and that it is not X Yes
delinquent on any non-tax debt 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.
Village of Tequesta
By: Title:
Name: Date:
FAILURE TO SIGN THIS APPLICATION 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)(11)AND/OR FORFEITURE(U.S.Code Title 47,Section 503).
Confidential I Page 3 of 15
Page 346 of 427
Agenda Item #16.
• Part 2: Agreement
1. General
A. Agreement Generally.The scope of this Agreement includes usage terms for Sensus'hosted Software solution,leased spectrum,technical support,and
supporting terms and conditions for an advanced metering infrastructure solution that Customer will purchase from Sensus'authorized distributor. Customer is
not paying Sensus directly for the services provided by Sensus under the Agreement;rather,Customer shall pay Sensus'authorized distributor pursuant to a
separate agreement between Customer and such authorized distributor.
2. 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.
3. Spectrum
A. Definitions in this Section 3. In this Section 3 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 and Equipment. 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 Field Devices or any other operation approved by Sensus in writing. Without limiting the foregoing,Customer is prohibited from reselling,subleasing or
sublicensing the FlexNet Equipment and Leased Spectrum,and 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. 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.
G. 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.
H. 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.
I. 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,
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.
iii. Customer must continue operations on the spectrum during the Term of this Agreement. If Customer stops operations for any period of time,Customer
must notify Sensus by sending an email to legal@xyleminc.com. Customer may not pause or discontinue operations for more than 180 days.
• J. 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.
Confidential I Page 4 of 15
Page 347 of 427
Agenda Item #16.
4. 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:https://www.sensus.com/tc,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.
5. Services.
A. Installation of Equipment.Installation services for Field Devices,other goods,and RF Field Equipment will be as agreed between the Customer and Sensus'
authorized distributor. Sensus will not provide installation services pursuant to this Agreement
B. Technical Support. Sensus shall provide Customer the technical support set forth in Exhibit B.
C. Project Management.Sensus'authorized distributor will provide project management services to Customer. Any project management of the FlexNet System
provided by Sensus shall be subject to a separate agreement which describes the scope and pricing for such work.
D. Training. Sensus'authorized distributor will provide Customer with training on the use of the FlexNet System. Any training provided by Sensus shall be subject
to a separate agreement which describes the scope and pricing for such work.
E. IT Systems Integration Services. Except as may otherwise be provided herein,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.
6. General Terms and Conditions.
A. Infringement Indemnity. Sensus shall indemnify and hold harmless Customer from and against any judgment by a court of competent jurisdiction or settlement
reached from any litigation instituted against Customer in the United States by a third party which alleges that the FlexNet System provided hereunder infringes
upon the patents or copyrights of such third party,provided that Sensus shall have the right to select counsel in such proceedings and control such proceedings.
Notwithstanding the foregoing,Sensus shall have no liability under this indemnity unless Customer cooperates with and assists Sensus in any such proceedings
and gives Sensus written notice of any claim hereunder within fourteen(14)days of receiving it. Further,Sensus shall have no liability hereunder if such claim
is related to;(i)any change,modification or alteration made to the FlexNet System by Customer or a third party,(ii)use of the FlexNet System in combination
with any goods or services not provided by Sensus hereunder,(iii)Customer's failure to use the most recent version of the Software or to otherwise take any
corrective action as reasonably directed by Sensus, (iv)compliance by Sensus with any designs, specifications or instructions provided by Customer or
compliance by Sensus with an industry standard,or(v)any use of the FlexNet System other than for the Permitted Use. In the event the FlexNet System is
adjudicated to infringe a patent or copyright of a third party and its use is enjoined,or,if in the reasonable opinion of Sensus,the FlexNet System is likely to
become the subject of an infringement claim,Sensus,at its sole discretion and expense,may;(i)procure for Customer the right to continue using the FlexNet
• System or(ii)modify or replace the FlexNet System so that it becomes non-infringing. THIS SECTION STATES CUSTOMER'S SOLE AND EXCLUSIVE
REMEDY AND SENSUS'ENTIRE LIABILITY FOR ANY CLAIM OF INFRINGEMENT.
B. Limitation of Liability.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(v)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.
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. Ifeither 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 Rights.
i. Software and Materials. No Intellectual Property is assigned to Customer hereunder.Excluding Customer Data,Sensus shall own or continue to own all
right,title,and interest in and to the Intellectual Property associated with the Software and related documentation,including any derivations and/or
derivative works(the"Sensus IP"). To the extent,if any,that any ownership interest in and to such Sensus IP 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 Sensus IP.Customer agrees not to reverse engineer any Sensus Products purchased
or provided hereunder.
ii. Customer Data. Notwithstanding the prior paragraph,as between Customer and Sensus,Customer remains the owner of all right,title or interest in or to
any Customer Data. "Customer Data"means solely usage data collected by the Field Devices. To avoid doubt,Customer Data does not include non-End
User usage data collected by the Field Devices,Software,or FlexNet System,such as network and equipment status information or the like.
iii. Consent to Use of Customer Data. Customer hereby irrevocably grants to Sensus a royalty-free,non-exclusive,irrevocable right and license to access,
store,and use such Customer Data and any other data or information provided to Sensus,to(1)provide the Service;(2)analyze and improve the Service;
(3)analyze and improve any Sensus equipment or software;or(4)for any other internal use. As used herein,"Service"means Sensus'obligations under
this Agreement.
iv. Access to Customer Data. Within 45 days of Customer's written request,Sensus will provide Customer a copy of the previous 24 months CMEP interval
• file and deliver the file to a drop location specified by Customer.
F. Data Privacy. Customer acknowledges that Sensus and its Affiliates(collectively,"Xylem")will collect and process personal data for the purposes outlined in
this Agreement. Xylem's data privacy policy is available at https:/lwww.xylem.com/en-us/support/privacy/. Customer acknowledges that it has read and
Confidential I Page 5 of 15
Page 348 of 427
Agenda Item #16.
• understood Xylem's privacy policy and agrees to the use of personal data outlined therein. The collection and use of personal data by Customer is Customer's
responsibility.
G. Confidentiality. Except as may be required under applicable law,court order,or regulation,or to the extent required to perform and enforce this Agreement,
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. 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.
H. Public Records. Pursuant to Section 119 0701,Florida Statutes,for any tasks performed by Sensus acting on behalf of the Village,Sensus shall(a)keep
and maintain all public records,as that term is defined in Chapter 119,Florida Statutes("Public Records'),that ordinarily and necessarily would be required by
the Village in order to perform the work contemplated by this Agreement,(b)provide the public with access to Public Records,on the same terms and
conditions that the Village would provide the records and at a cost that does not exceed the costs provided in Chapter 119,Florida Statutes,or as otherwise
provided by law,(c)ensure that Public Records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed
except as authorized by law,(d)meet all requirements for retaining Public Records and transfer,at no cost,to the Village all public records in possession of
Sensus within thirty(30)days after termination of this Agreement,however terminated,and destroy any duplicate Public Records that are exempt or
confidential and exempt from public records disclosure requirements and provide the Village with a letter confirming that this has been done within thirty(30)
days of the termination of this Agreement. All Public Records stored electronically must be provided to the Village in a format that is compatible with the
information technology of the Village,If Sensus does not comply with a public records request,the Village may pursue any and all remedies available in law or
equity,including but not limited to specific Performance. The provisions of this section only apply to those tasks in which Sensus is acting on behalf the
Village. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA STATUTES,TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,PLEASE CONTACT THE VILLAGE CLERK,RECORDS
CUSTODIAN FOR THE VILLAGE,AT(561)768-0685,OR AT Imcwilliamsna,tequesta.orq,OR AT 345 TEQUESTA DRIVE,TEQUESTA,FLORIDA 33469.
I. 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.
J. 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.
K. 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.
L. 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.
M. Inspector General. Pursuant to Article XII of the Palm Beach County Charter,the Office of the Inspector General has jurisdiction to investigate municipal
matters,review and audit municipal contracts and other transactions,and make reports and recommendations to municipal governing bodies based on such
audits,reviews,or investigations.Sensus shall cooperate with the inspector general as required by law in the exercise of the inspector general's functions,
authority,and power.The inspector general has the power to take sworn statements,require the production of records,and to audit,monitor,investigate and
inspect the activities of the Customer,as well as contractors and lobbyists of the Customer in order to detect,deter,prevent,and eradicate fraud,waste,
mismanagement,misconduct,and abuses.
N. Governing Law and Dispute Resolution.This Agreement shall be governed by,construed and enforced in accordance with the laws of the State of Florida.
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
mediation between the Parties in Florida. If the Dispute is not resolved within sixty(60)days of the commencement of the mediation,it shall be litigated in
courts in and for Palm Beach County for state actions and the Southern District of Florida—Fort Lauderdale Division for any federal actions. To the maximum
extent permitted by law,the parties agree to a bench trial and that there shall be no jury in any Disputes.
0. Survival. The provisions of this Agreement that are applicable to circumstances arising after its termination or expiration shall survive such termination or
expiration.
P. 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.
Q. 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.
R. 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
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Agenda Item #16.
• 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.
7. 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(ii)the voting rights in such entity.
B. "Confidential Information"means any and all non-public information of either party,including all technical information about either party's products or services,pricing
information,marketing and marketing plans,Customer's End Users'data,FlexNet System performance,FlexNet System architecture and design,FlexNet System software,
other business and financial information of either party,and all trade secrets of either party.
C. "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.
D. "Field Devices"means the SmartPoint Modules.
E. "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 R100 unit)by radio frequency and pastes those readings to the RNI by TCP/IP backhaul communication.For clarity,FlexNet Base
Stations include Metro Base Stations.
F. "FlexNet System"is comprised of the SmartPoint Modules,RF Field Equipment,Server Hardware,software licenses,Spectrum Lease,and other equipment provided to
Customer hereunder.The FlexNet System only includes the foregoing,as provided by Sensus.The FlexNet System does not include goods,equipment,software,licenses
or rights provided by a third party or parties to this Agreement.
G. "Force Majeure"means an event beyond a party's reasonable control,including,without limitation,acts of God,hurricane,Flood,volcano,tsunami,tornado,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.
H. "Hosted Software"means those items listed as an Application in Exhibit A.
I. "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.
J. "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.
K. "LCM'identifies the load control modules.
L. "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.
M. "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.
N. "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
devices not provided by Sensus or reading Field Devices outside the Service Territory. .
0. "R100 Unit"identifies the Sensus standalone,mounted transceiver that takes the radio frequency readings from the SmartPoint Modules and relays them by radio
•
frequency to the relevant FlexNet Base Station or directly to the RNI by TCP/IP backhaul communication,as the case may be.
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 SmartPoint Modules and relays them
directly to the RNI by TCP/IP backhaul communication.
R. "RF Field Equipment'means,collectively,FlexNet Base Stations,RI00 units(if any)and Remote Transceivers(if any).
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. "RNI 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 utilizes Sensus equipment to provide 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. "SmartPointTr"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 communicate with the relevant devices and transmit those communications by radio frequency to the relevant
piece of RF Field Equipment.
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. "Updates"means releases of the Software that constitute a minor improvement in functionality.
Z. "Upgrades"means releases of the Software which constitute a significant improvement in functionality or architecture of the Software.
M. "WAN Backhaul means the communication link between FlexNet Base Stations and Remote Transceivers and RNI.
111
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Agenda Item #16.
• Exhibit A
Software
Software as a Service
1. 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 to Sensus'authorized distributor 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,data center,
network equipment,Sensus software,and all third-party software)required to run and operate the application.These software applications consist of the following
rty 9 P PP PP
(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. Use of Software as a Service.Subject to the terms of this Agreement,Sensus shall make Software as a Service available to Customer to access and use
solely for the Permitted Use and solely for so long as Customer is current in its payments to Sensus or its authorized distributor for Software as a Service.The
Software as a Service term commences on the date that Sensus first makes Software as a Service available to Customer for use,and ends upon the eariier of:
(i)the expiration or termination of the Agreement;(ii)breach by Customer of this exhibit or the Agreement;or(iii)Customer's termination of Software as a Service
as set forth in paragraph(C)below.
C. Termination of an Application. Customer shall have the option at any time 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,induding any unpaid Software as a Service fees due in the current calendar year plus
a ten percent(10%)early termination fee,where such fee is calculated based on the annual Software as a Service fee due in the current calendar year;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 from a
third party and(b)RNI software license 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.
ii. 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 24x7x365 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) Implement the data retention plan and policy,and will provide the policy upon request.
(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.
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Agenda Item #16.
• (e) Sensus personnel will use the self-service portal to document and track incidents.
(f) In the event that 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 Customer's personnel and/or any required
third-party vendor to resolve the issue.
(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 Application(s)24x7x365 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 any virus or malware found.
(h) Adhere to and submit certification to NERC/CIP Cyber Security standards.
(i) 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) Replicate the Application(s)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 Disaster Recovery 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(RTO)and Recovery Point Objectives(RPO)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 RTO of forty-eight(48)hours.
• (j) The 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,R100s,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 Harris 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.
2. 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 Applications)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 Monthj
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Agenda Item #16.
•
TMO
ii. Calculations
a. Targeted Minutes of Operation or TMO means total minutes cumulative across all Applications in the applicable month minus the Scheduled
Downtime in the Month.
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).
iii. Exceptions.Exceptions mean the following events:
• Force Majeure
• Emergency Work,as defined below;and
• Lack of Internet Availability,as described below.
a. 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.
b. 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.
iv. System Availability.For each month that the System Uptime Rates for the production RNI falls below 99.0%,Sensus will issue Customer the following
Service Level Credits:
ystem Uptime Rate per calendar month Service Level Credit MIN
Less than 99.0%but at least 97.5% 5%of the monthly RNI SaaS Fees in which the service level default
• occurred(Note: SaaS fees are pre-paid annually and for purposes
of SLA Credits are computed on a monthly basis.)
Less than 97.5%but at least 95.0% 10%of the monthly RNI SaaS Fees in which the service level
default occurred
Less than 95.0% 20%of the monthly RNI SaaS Fees in which the service level
default occurred
Service Level Credits for any single month shall not exceed 20%of the RNI SaaS Fee associated with the month in which the service level default occurred.
Sensus records and data will be the sole basis for all Service Level Credit calculations and determinations,provided that such records and data must be
made available to Customer for review and agreement by Customer. To receive a Service Level Credit,Customer must issue a written request no later
than ten(10)days after the Service Level Credit has accrued.Sensus will apply each valid Service Level Credit to the Customer's invoice within 2 billing
cycles after Sensus'receipt of Customer's request and confirmation of the failure to meet the applicable Service Level Credit. Service Level Credits will
not be payable for failures to meet the System Uptime Rate caused by any Exceptions.No Service Level Credit will apply if Customer is not current in its
undisputed payment obligations under the Agreement. Service Level Credits are exclusive of any applicable taxes charged to Customer or collected by
Sensus. Sensus shall not refund an unused Service Level Credits or pay cash to Customer for any unused Service Level Credits. Any unused Service
Level Credits at the time the Agreement terminates will be forever forfeited.THE SERVICE LEVEL CREDITS DESCRIBED IN THIS SECTION ARE THE
SOLE AND EXCLUSIVE REMEDY FOR SENSUS' FAILURE TO MEET THE SYSTEM UPTIME REQUIREMENT OR ANY DEFECTIVE SAAS
PERFORMANCE. IN NO EVENT SHALL THE AGGREGATE AMOUNT OF SERVICE LEVEL CREDITS IN ANY ANNUAL PERIOD EXCEED 20%OF
THE ANNUAL RNI SAAS FEE.
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
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Agenda Item #16.
• 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 usemames 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 Application(s)application through Customer's account,account ID,usernames or
passwords.
v. Customer shall be responsible for the day-to-day operations of the Application(s)and FlexNet 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).
D. Software Solution Components.
i. Description of Software Solutions.Sensus software consists of a core communication module and a set of applications.Some applications are required
to perform basic solution capabilities,other applications are optional and add additional capabilities and function to the overall solution. As Customer's
business process expands and/or new Sensus offerings are made available,additional applications and functionality can dynamically be added to the
solution,provided Customer purchases such additional applications.
ii. Regional Network Interface.The Regional Network Interface(RNI)or Sensus head-end is the centralized intelligence of the FlexNet network;the RN l's
primary objective is to transfer endpoint(such as meters)data to the Customer and the advanced feature applications.The RNI is adaptable to Customer
configurations by simultaneously supporting a wide range of FlexNet enabled endpoints;including but not limited to meters(electric,water,gas),street
lighting,and Home Area Network devices.
a. Core Package
(i) Communication
1. Manages all inbound and outbound traffic to and from endpoints
2. Outbound routing optimization
3. Route analyzer
4. AES256 bit encryption of radio messages
5. Reports and metric details of network performance and troubleshooting aids
• 6. Management of RF equipment(base stations and endpoint radios)
(ii) Data Collection
1. Missing read management
2. Management of duplicate reads
3. 60 day temporary storage
(iii) Application integration
1. To Sensus Analytics applications
2. Enable 3,1 party application integration
3. Batch CMEP file export
4. Real-time access through MultiSpeak
(iv) Endpoint Management
1. Gas,water,electric,lighting concurrent support
2. Remote configuration
3. Remote firmware updates
4. Reports,metrics and Troubleshooting
(v) User Management
1. Secure access
2. Password management
3. Definable user roles
4. User permissions to manage access to capabilities
b. Integration of RNI.Sensus shall provide RNI integration support services to Customer only to the extent specifically provided below:
(i) Sensus shall meet with the representative from the Customer's system(s)targeted for integration to determine which integration method is
appropriate(e.g.,Multispeak,CMEP,etc.).
1. In scope and included integration efforts:Provide the gateway URLs to the integrating system as needed,provide Customer with standard
integration API documentation,validate and test that the correct Customer information is flowing into and/or out of the RNI.
2. Out of scope and subject to additional charges:Modifications or extensions to the standard API provided by Sensus and any integration
efforts not outlined above as in scope and included.
(ii) Customer Responsibilities:
1. Provide Sensus with information about the relevant information Customer wishes to transfer and integrate with the RNI.
2. Establish the network and security required for the two systems to reasonably communicate.
3. Verify integration to third party system functionality is working as intended.
(iii) If an item is not listed in subparagraph(i)above,such item is excluded from the integration of Sensus RNI Support and is subject to additional
•
3. Sensus Analytics pricing.
Sensus Analytics is a cloud-based solution and data platform that allows storage and retrieval of raw reads and data from other sources for analysis,exportation,and
inquiry or reporting.The platform provides applications and reporting capabilities.
Confidential I Page 11 of 15
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Agenda Item #16.
• 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)
a. #of active meters.
b. #of orphaned meters with drill down to the list of meters.
c. #of inactive meters with usage 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 maximum threshold exceptions with drill down to the list of meters.
h. #of meters with minimum threshold exceptions with drill down to the list of meters.
#of unknown radios with drill down to the list of meters.
iii. 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. Users must enter which billing request file prior to running the report.
n. All 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 sent 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 Insight
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. 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).
Confidential I Page 12 of 15
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Agenda Item #16.
• 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.
C. Integration of Sensus Analytics. Sensus shall provide integration support services to Customer only to the extent specifically provided below:
i. 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.The VFlex shall contain the following types of information: Device ids,end users in the system,end user status,end user account
information,end user name,and other end user details.This flat file may be delimited or fixed width.Customer shall produce this file and transmit it to the
FTP location designated by Sensus.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.
ii. In scope and included integration efforts:kick-off meeting to engage all required parties,mapping the Customer's fields to the VFlex specification,validation
of expected output,and a two(2)hour system review of Sensus Analytics application and integration with the Customer's system(conducted remotely).
iii. 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.
iv. Sensus'integration services consist 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.
v. 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.
vi. Data Import. The Sensus Analytics Application contains adapters for the import of data from;(a)Customer's FlexNet System;and/or(b)AutoRead
application for handheld and drive by systems,as applicable.
vii. Customer Acknowledgements.
a. Customer acknowledges that the Sensus Analytics Application provides up to fifty(50)user logins for Customer's use.
b. 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.
c. 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.
d. 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.
e. 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.
4. Third Party Software.
• A. RedHat Linux.lf 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://www.redhat.com/licenses/rhel_rha_eula.html
JBoss Enterprise Middleware http://www.redhat.com/licenses/jboss_eula.html
•
Confidential I Page 13 of 15
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Agenda Item #16.
• 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,Sensus Lighting Control,and Demand Response Management System(FlexNet Home).
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 8:00 a.m.EST to 8:00 p.m.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 SalesForce 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
based on where the call originated.The Customer Service Associate or Technical Support Engineer will require a brief description of the problem symptoms,
or error messages depending on nature of the incident. The nature of the problem and severity levels will be mutually 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 SalesForce for ticket 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.
• A. 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.,FlexWare,Sensus MDM).Not able to
generate billing files.
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: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.
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-served basis.A 1st 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
SalesForce 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.
5. Response and Resolution Targets.
Confidential I Page 14 of 15
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Agenda Item #16.
• 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
correction(24 hours). SalesForce 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(48
hours). • Fix or workaround incorporated into
SalesForce Knowledge Base.
• Answer to question is provided.
• Satisfactory workaround is provided.
3 1 Business Day 30 business days • Fix or workaround incorporated into
SalesForce Knowledge Base.
• Fix incorporated into future release.
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.
6.1.1.1. 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.
6.1.1.2. A customer may escalate an issue by calling 1-800-638-3748,Option 2.Please specify the SalesForce ticket number and the reason why the issue
is being escalated.
6.1.1.3. 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 SalesForce
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,and all Sensus customers are provided access to this online database,which includes operation,
configuration and technical manuals.The customer shall provide names and email accounts to Sensus so Sensus may provide access to the product
documentation.
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 contract or statement of work.For example:specialized systems integration services or out of warranty network equipment repair.
•
Confidential I Page 15 of 15
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Agenda Item #16.
O�Of ti0 F
• :::O CAPITAL IMPROVEMENT PROJECT DETAIL
j PROJECT# 20-UTL-601-01
3 ccki S.
o�_
Project Name: Advanced Meter Infrastructure Implementation Project Manager: M Hammond
Department: Utilities Original Plan Date: FY20
Location: Distribution System
DESCRIPTION/JUSTIFICATION:
The Village last replaced the water meteres throughout the potable water system in
the mid 2000's.The typical useful life of a water meter is approximately 10-15 years
As a result,the existing 13-15 year-old meters are failing at an increasing rate
Automated Meter Infrastructure and Smarr Water Metering
causing a large amount of additional work for the Water Distribution team.Around
2015 the Village began replacing the the older meters with new Advanced Meter Warr Utility Office
Infrastructure(AMI)compatible meters.To date there are approximately 2;365
outdated meters within the system.This project will replace the remaining outdated Vp rr
meters and install the infrastructure necessary to implement an AMI system including \4,4 k''0 r0.A
P Y vo, ,r /,'
remote meter reading,customer portal,and analytics.An AMI system will reduce 'kp;kkor', Ar
labor hours required to read meters,improve customer service by giving customers 1ij
and and staff access to detailed information on water use,and foster increased water I -
conservation. '
Warer Usa IMo VJarer Mear Wtrdesa Cnm,,..*... Wrier Use I,le
and Dao Infruwcusre and Dau
PROJECT COSTS: FY20 FY21 FY22 FY23 FY24 FY25 TOTAL
Construction 110,000 110,000
Equipment(Meters&Appurtenances) 760;000 760,000
AMI Equipment&Installation 90,000 90,000
Software Setup&Training 46,250 46,250
BS&A Integration 5,000 5,000
Customer Mailers 5,000 5.000
S Contingency 50,000
50,000
TOTAL PROJECT COSTS 1,066,250 1,066,250
SOURCES OF FUNDS: FY20 FY21 FY22 FY23 FY24 FY25 TOTAL
General Fund-Dept Name(001) -
Water Enterprise Fund(401) 1,066,250 1,066,250
Stormwater Enterprise Fund(403) -
Unfunded
TOTAL PROJECT REVENUE 1,066,250 - - - - - 1,066,250
OPERATIONAL IMPACT
Note:Net operational revenue/savings will be captured within the consumption revenues and personnel operating costs.
OPERATIONAL IMPACT FY20 FY21 FY22 FY23 FY24 FY25 TOTAL
Additional Revenues/Savings
Savings from meter reading 11,520 23,040 23,501 23,971 24,450 24,939 131,421
Rev.recovered from meter innaccuracies 38,100 77,800 79,300 81,000 82,500 84,200 442,900
Less Additional Expenditures
New Personnel _
Maintenance and Other Operating
Contracts&Leases 23;995 24;713 25,448 26;195 26,981 127;332
Non Operating(Debt Service) -
NET ANNUAL IMPACT ON OPERATIONS 49,620 76,845 78,088 79,523 80,755 82,158 446,989
OPERATING FUNDING SOURCES FY20 FY21 FY22 FY23 FY24 FY25 TOTAL
See note
• TOTAL OPERATING FUNDING - - - - - - -
Page 359 of 427
Agenda Item #16. DATA SHEET
•
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Page 360 of 427
Agenda Item #16. 1
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Page 361 of 427