HomeMy WebLinkAboutDocumentation_Regular_Tab 06_03/10/2016 M � � �
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Memorandum Utilities Department
To: Michael Couzzo, Village Manager
From: Sam Heady, Deputy Directar of Utilities
Date: 1 /29/ 16
Subject: Agreement Sensus Water Meters
I respectfully present the following Comprehensive Analysis to the Village Manager.
The Village has purchased approximately one thousand (1,000) Sensus iPERL water meters from
Sensus between 2013 and 2014. Sensus alerted the Village to an issue with the wiring harness
coming unhooked on the radio transmitters that allow village crews to read the meters
remotely. Sensus and the Village were able to identify the meters with issues using the meter ID
number. Sensus has agreed to resolve the issue and uphold their warranty claims. As a part of
the warranty claim Sensus agreed to:
1. Provide the Village with five hundred sixty- nine (569) iPERL water meters at no cost to
the Villa�e. The Replacement Meters will be of like sizes necessary to replace the
Meters. Replacement Meters are intended to replace existing Meters at the present
time, and will be used by the Village upon receipt by the Village.
2. Sensus will provide the Village with an additional one hundred fifty (150) iPERL water
meters (the "Inventory Meters") at no cost to the Villa�e. The Inventory Meters will be
of sizes requested by the Village. Inventory Meters are intended to be used by the
Village, from time to time, in the future, as the need may arise.
Total cost: $0
SETTLEMENT AND RELEASE AGREEMENT
This SETTLEMENT AND RELEASE AGREEMENT (the "Agreement"), dated and effective as
af January 1 l, 2016 ("Effective Date"), is by and beiween Sensus USA Inc., a Delaware corporation
("Sensus"), and The Village of Tequesta, Florida ("Villaee").
WHEREAS, the Village has purchased approximately one thoasand (1,000) Sensus iPERI, water
meters (the "Meters"); and
WHEREAS, a potential dispute arose between Sensus and the Village regarding the Meters (the
"Dispute"); and
WHEREAS, following good faith negotiations, Sensus and the Village have agreed to resolve the
Dispute on the terms ant! conditions set forth in this Agreement.
NOW THEREFORE, in consideration af the mutual agreements set forth belaw and ather good
and va(uable consideration, the receipt and sufficiency of which are hereby expressly acknowledged,
Sensus and the Village hereby agree as follows:
]. Recitals. The recitals set forth above are hereby incorporated into and made a part of this
Agreement.
2. Replacement Meters and Inventory Meters.
a. Reglacement Meters. Sensus wi(I provide the Village with five hundred sixty-
nine (569) iPERL water meters (the "Replacement Meters") at na cost to the Village. The
Replacement Meters will be of like sizes necessary to replace the Meters. Replacement Meters
are intended to replace existing Meters at the present time, and wi(I be ased by the Village upon
receipt by the Village.
b. Additional Meters. Sensus will pravide the Village with an additional one
hundred fifty (15Q) iPERL water meters (the "Inventorv Meters") at na cost to the Village. The
Inventory Meters will b.e af sizes requested by the Village. lnventory Meters are intended to be
used by the Viltage, fram time to time, in the future, as the need may arise.
c. Warranty on Replacement Meters. Sensus' standard limited warranty attached
hereto as Exhibit A wiil apply to each Replacement Meter, pravided that the warranty period is
limited to the time remaining under the original warranty applicable to the Meter it replaced.
d. Disposal of Meters. Upon replacement with Replacement Meters, Sensus will
take passession and ownership of alt replaced Meters (the "Replaced Meters"), Sensus will scrap
the Replaced Meters or take such other action as Sensus deems appropriate and Sensus will own
all amounts generated by such activity.
3. Installation of RepIacement Meters and Inventory Meters. The Village agrees to install
alt Replacement Meters {upon recsipt of same by the Village) and Inventory Meters {from time to time, in
the future, as the need may arise) at the Village's cost and expense. The Village wili be responsible for
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all direct and indirect costs and expenses incurred in connection with the replacement of both
Replacement Meters and Inventory Meters, as described herein.
4. Release.
a. Release of Sensus. The Village, for itself and its affiliates, successors, and
assigns, t'or and in consideratian of the terms and conditions af this Agreement, and by its
execution of this Agreement, hereby fully, completely, and forever releases, remises, and
discharges and agrees to reimburse, defend, indernnify, and hold harmless Sensus and its
directors, officers, shareholders, employees, affiiiates, distributors, and agents from any and all
C�11CTI5, 3C110115, causes of action, �aWSUltS, SU]tS, demands, damages, 1p�U1'ieS, �OSS6S, COStS, 3ltd
iiabilities whatsoever, whether currently known, unknown, or which may aris$ in the future,
resulting fram, arising out of, or in any way connected ta the Meters, the Dispute, or the
underlying facts giving rise to the Dispute. The foregoing rel�ase is a condition precedent to
Sensus entering into this Agreement. It is to be interpreted broadty so as to provide Sensus and
the other released parties the maximum protection permitted under Iaw.
b. This Agreement. Nothing in this Section 4 of this Agreement, or anywhere else
in this Agreement, is meant to, and does not, release claims and remedies for breach af this
Agreement or relieve any party hereta of its obligatians under this Agreement.
c. Villa e� 's Soverei�n ImmunitY. Neither the above paragraphs 4a and 4b, nor
anything else contained in this Settlement and Release Agreement shall be construed, nor is
meant to operate as a waiver of the Village's savereign immunity beyond the waiver limits
specified in Sec. 768.28, Florida Statutes, including limits on a#tarney's fees. The Vlllage's
exposure, obligation and responsibility for any indemnification provided for in the abave
paragraphs 4a and 4b, or anywhere else in this Settlement and Release Agreement, shall be
strictly limited to tlle amounts specified in Sec. 768.28, Fiarida Statutes, including limits on
attorney's fees.
5. Acknowled e�ent. Each party hereto understands that the facts in respect of which this
Agreement is made may hereafter turn out ta be other than or different from the facts now known ar
believed by it to be true. Each party hereto accepts and assumes all risk of facts turning out to be
different, such as any potential claim being greater, different, or more extensive than now known,
anticipated, or expected. In spite of this risk, each party hereto agrees that ihis Agreement shall be and
remain in all respects effective and not subject to termination or rescission by virtue of any such mistake,
change, or difference in facts. Each party hereto further agrees to waive and relinquish ali rights it has or
may have under any statute ar legal decision providing that a general release does not extend to c[aims not
known or suspected to exist at the time of executing the release, which if known by a claimant might have
materially affected the settiement. Each party hereto specifically agrees that this Agreement and all
releases set forth herein appiy in such case ta all such claims. Nothing contained in this paragraph to the
contrary shall be construed as a waiver of the Vitlage's savereign immunity beyond the waiver limits set
forth in Sec. 768.28. Florida Statutes.
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6. Confidentiality; Nan-Disparagement: Public Statement.
a, Except as required by law, neither party wilt directly or indirect(y disclose to any
non-party the facts ar contents of this Agreement, or any documents or communications related to
this Agreement ar the Dispute, without the prior written consent af the other party. In the event
that a party receives a document request, subpoena, or other legal process, such party sha(i
immediately notify the other party so as ta provide an opportunity for said other party ta abject to
challenge the subpoena, request, or other process in court. The party receiving the request,
subpoena, or other process sha11 not, absent the written consent of the ather party, praduce this
Agreernent or any docurrients or communications related to this Agreement or the Dispute until
the last day on which it may do so without incurring legal sanction or penalty. The Village's
independent compliance with Florida public records laws, in the Village's own and sole
discretion, shall in no event be considered as a breach of the terms of this paragraph.
b. The Village agrees that it will not, directly or indirectly, in writing, orally, or by
any ather means, make any statement or comment to any person, entity, or organization that
might reasonably be construed to be derogatory or critical c�f, or negative toward, or disparaging
to Sensus or its officers, empiayees, products, services, or technology, unless required by law or
as directed by a court or other govemmental authority. The Village's independent camptiance
with Florida public records laws, in the Village's Qwn and sole discretion, shall in no event be
considered as a breach of the terms of this paragraph.
c. Any statement or cammunication to the media or general public in relatian to the
Meters or this Agreement, or any of the terms hereof, whether verbal or written, electranically or
otherwise, wilf be first negotiated and agreed to by Sensus and the Viliage. Each party hereto
agrees that it must provide written notice to the other party of any intention to make any public
statement or communication regarding the Meters or this Agreement at least two (2} business
days prior to making any such statement. In the event the parties cannot agree on the cantent,
nature, and purpose af such statement or communication, no statement or communication to the
media or general public will be made. The Viflage's independent cornpliance with Florida public
records laws, in the Village's own and sole discretian, shalt in no event be considered as a breach
of the terms of this paragraph.
7, Joint Effort. The preparation of this Agreement has been a joint effort of the parties
hereto ar�d shali not be canstrued more strictly against any party.
8. Free and Vo(untar,y Agreement. Each party hereto acknowledges and agrees that it has
been fully advised by legal counsel caneerning the language and legat effeet of this Agreement and
knowingly enters into this Agreement freely and without coercian of any kind.
9. No Waiver. Any failure by a party hereto to enfarce any of the provisions of this
Agreement or to require at any time perforrrtance by the other party of any af the provisions hereof shall
in no way affect the validity of this Agreement, or any part hereof, and shall not be deemed a waiver of
the rights af either party thereafter to enfarce any and each such provision.
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10. No Admission. The execution of this Agreement aftects the settlement of potential
claims and allegations which are disputed, contested, and denied. Each party hereto understands and
agrees that nothing herein is intended, nor shal( be deemed nar canstrued to be, an admission of iiability
by any party in any respect and to any extent whatsoever.
I 1. Authori . Each person signing tlus Agreement on behalf of a party hereto represents and
warrants that he or she has the lega! right, status, and atathority to enter into this Agreement on behalf of
the party for which he or she is signing. This includes specifically the authority of the representative of
the Village ta execute this Agreement.
12. Governin� Law and C?ispute Reso(ution. This Agreement shaIl be governed by,
construed, aad enforced in accordance with the laws of the State of Florida. Any and all disputes arising
under, aut of, or in relation to this Agreernent, its negotiation, execution, performance, breach, or
termination shall first be resolved by the parties attempting executive Ievel meetings. If the dispute
cannot be resolved within sixty (60} days of the commencement of the meetings, it shall be finally settled
under the Commercial Arbitration Rules of the American Arbitration Association ("Rutes") by one
arbitrator appointed in accordance with the Rules. The arbitration shall be held in West Palm Beach,
Florida in the English language, ln any arbitration, the parties may agree on the selection of a single
arbitrator, but if they cannot so agree, the parties shall accept a single arbitrator selected by the American
Arbitration Association pursuant to the Rules. The arbitrator may not be affiliated, whether directly or
indirectly, with any of tlle parties, including, without limitation, as an employee, consultant, partner, or
shareholder. The arbitrator may permit each af the parties to the arbitration to engage in a reasanable
amount of discovery. The award by the arbitrator shall be final and the parties shall require that the
arbitrator issue along with the award a reasoned legal opinion explaining and justifying the award based
on applied fegai principles. The award issued by the arbitrator may be enforced in any court af competent
jurisdiction. Notwithstanding the foregoing, either party may pursue equitable retief to prevent
irreparable harm (e.g., inappropriate use ar disclosure of a party's confidential information} in any court
of competent jurisdiction. TO THE MAXIMUM EXTENT PERM[TTED BY LAW, THE PART[BS
AGREE TO A BENCH TRIAL AND THAT THERE SHALL BE NO JURY IN ANY DISPUTES.
13. Counterparts. This Agreement may be executed in any number of counterparts, eaeh of
which when executed and delivered shall be an original, but all sueh counterparts shall constitute one and
the same instrument. The exchange of executed copies of this Agreement by facsimile, portable
document format (PDF) transmissian, or other reasonable form af eleetronic transmission shall canstitute
effective execution and delivery of this Agreement.
l4, tnte�ration: Modification. This Agreement constitutes the sole agreement of the parties
with respect to the terms hereof and sha31 supersede all oral negotiations and the terms of prior writings
with respect thereto. No modification hereof or any agreement referred ta herein shall be binding or
enforceable unless in writing and signed on behalf af the party against whom enfarcement is sought.
15. Severabilitv. Any pravision of this Agreement which is prohibited or unenforceabie in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition ar
unenforceability in any jurisdiction shall nat invalidate or render unenforceable such provision in any
other jurisdiction.
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l6. Successors and Assigns. This Agreement shall inure to the benefit of, and be binding
upon, the parties hereto and their respective successors and assigns.
jThe next page is the signature page.]
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IN WITNESS WHEREOF, Sensus and the Village have executed this Settlement and Release
Agreement as of the Effective Date.
SENSUS 1�SA MC. �
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Name: t �` °� -� wC
Title: ' �,���__�,_,�__
THE VILLAGE OF TEQUESTA, FLORIDA
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Name:
Title:
6
E�chibit A
Warranty
(see attached)
7
Sensus Limited Warranty G-500R20
B. Genersi Product Cavarage XI, 8ensus Registers...
Sensus USA {nc. (" n u'} warranis its produds and parts to be tree ftom defects in are wertanted to be free fmm de(ects in meterial and workmanship hom ihe date of Sensus
material and wotkmanship fo� one {t) year from the date of Sensus shipment and as set shipment for the periods stated below a unRi! Ihe appficaWe registraGan ta AWWA
torth Gelow. Ait produps are sofd to customer (" ust r"} pursusnt to Sensus' Tertns Repaired Meler Accuracy Standards, as set forih above, are surpassetl, wMchever occurs
of Sale, avaiiabie at: sensu�.corMC ("7erms o! Sale'). first:
il. SR It and accu5TREAM TM5/8", �f4" 8 1" Meters... 5/8' thre 2° SR, SR fl, PMM, accuSTREAM Standard Registers 25 years
are werranted to peefarm to AW WA New Meter Accurecy Standards tor five (5} years 5/8' thru 2` SR, 5R il, PMM, accuSTREAM Encoder Registers 10 years
hnm the date ot Seruus sbipment or untif the registra8on shown batow, whichever Electronte Communicatian Index {ECI) i0 years
occurs first. Sensus further warrants that the SR li meter wiN perform to at least A4VWA
Repaired Meter Accuracy Standards tor fiReen {t5) years from tbe date ot Sensus +ai HSPU, IMP Contedor, R.E.R. Elec. ROFt 4 year
shipme�t ar unti! the reQistraiian shawn below, whichever occurs firsi: St�dard and Encoder Repisters for:`W` Turbo and Propellsr Meters i year
tdew Meter Accuracy Repaie Meter Accuracy OMNI Registar with @attery 10 years
5t8' SR ti Meter and 300,000 galions 1,500,OQ� gallons XIL Sensus Elactric Meters...
accuSTREAAA Meter
3/4" SR Ik Meter aad ere wartanted to be hae ftom detects in material and workmanship tor onc (1) year from
accuSTREAM Meter 750,OD4 Balions 2,250A00 ga[lons the dete ot Sensus shipment. Spare paAs and componenls are wartentetl to be tree from
1` SR tl Meter and defecls in maleriel and workmanship for one (1) year from the date of Sensus shipment.
accu57REAM Meler 1.ODO,OAO @allons 3,000,000 gallons Repairetl or refurbished equipment repairetl by Sensus is wsrrented to tre free from defects
In material antl workmenship for ninaly (90) days from the date aT Sensus shipment or for
ifL SR� 518", 3/4" & 1" Maters.., the time remeining on the originai wartanty period, whichever is longer.
are waRanteG to perfortn to AWWA New Meter Accuracy Standarcls for or�e (1) yesr Xill. BaKeetes, iPERL System Componants, AMR and FlexNeiTM System AMI tnterface
from the dste oi Se�sus shipment. Sensus further warrants that the 518", 3!4' and 1" SR Devlces...
mefer wi0 pertorm fo at least A4WYA Repaired Meter Hccurecy Standards tor fifteen { 15)
years from the dete ot Sensus shipment or uMil the registratian shawn below, whichever are warranled to be free (rom defects in matesial and workma�ship from the date o( Sensus
occurs firsL sNpment for the period stated baluw:
Repair Meter Accuracy ElecGO�ia TouctiPad 70 years
518" SR Meter �,500,004 gaitans RadloRead MXU (Mode1505Q 51�R or 520R) and Balteries 20 years'
314° SR Meier 2,250.DOQ gaitons Rct-Pak� InsUumenialion S year
t" SR MeEer 3,000,400 gallo�s TouchRead Coupier and AMR Equipment i year
tV. SR t-1/2" & 2".,< F�exNet Water or Gas SmartPointTM Modufes and Balteries 20 years'
are wartanted !o perfortr� to AVWVA IVew Meter Accuracy Standards for one (1) year Hand Heid Oevice t year
from the date of 5ensus shipment. Sensus further warrants tba[ the i-1/2" and 2' SR Vehide Gateway Base Station t year
meter will perfarm to at least AW WA Repaired Meler Acarac.y Standerds for ten {10} ptexNet Base Station (induding the Metro and M400 base stations) 1 year
years from the date oi Sensus shipment or uniif the registration stwwn beiuw, whichever Echo lranscaiver 1 ear
occurs firsl: Y
Remote Transceive� t year
Repatr MeterACCUracy iConA a�d FlexNet Etectridty SmartPOint Module i year
1•t!2' SR 5,00O,OOD gailons iPERL System Battery and iPERL System Companents 20 years`
2" SR B4OQO,dqO gallons Residentiat Electronic Reqisier 20 years'
V. PMM` 5/8", 3t4", 1" Maters... � Sensus wili repairor replace nonpertomiirrQ:
ere warranted to psrfortn to AW+NA New Meter Accutacy Siandards for one (1) year
frnm the dale of Sensus shipmenL Sensus further waaanta that 4he 5t8", 314', and 1' • RadioRead� MXU (Model 505C, 510R and 524R} and 9alieries.
PMM mefer wiii perfartn to at least AWWA Repaired Meter Accurecy Standards far . F�e�etJet Water m Gas SmartPoint Modutes (cord'igured to ttre fadory setiing of six
fifleen {15) years irom ihe date ai Sensus shipment or untii the registralion shown ��nsmissions par day under rtormal system operaUOn of up to one demand read �o each
below, whichever occurs first: SmariPoint Module per monih and up ta two firmware drnvnloads dwing the Iife ot Ihe
Repair Meter Accuracy produd) and batteries,
5/6° PMM t,500,OQ0 gallons • Residentiel ElecWnic Register with hourly reads, and
3!4" PMM 2,OOD,400 galioris � iPERL System Batteries, and/or the iPERI System Dowtube, the flow serising and data
1' PMM 3,000,000 paUons processing assembties, and the register ("iPERL System Camponents') with howiy
reads
VI. PMM i-1/Z", 2" Meters... et no cost for the first ten (t0) years from Ihe da�e ot Sensus shipment, anU frn tha
are warranted to perto[m to AWUVA New Metar Axuracy Standards tor ona (i) year �emaining ten (10) years, at a pmrated percentega, applied fowards the published Nst
irpm fhe date ot 5ensus shtpmeni. Sensux further warrants that the t-S12", and Y RMM Prices in e8ed tor the year producl is accepted by Sensus ander warranty conditfons
meier wlll perCorm to at least A4VWA Repaired Meter Accuracy Standards tor ten (10) �0��ng to the failowing schedule:
years hom the date of Sensus shipment or until the registralian shown belaw, whichever Years R�tplacement Pdce Years Repiacemenl Price
occurs firsi: i— 10 096 i6 5596
Repair Meter Accuracy ti� 30'h 17 SO%
1-i/2"PMM 5,004,OOdgallons t2 35Sb f8 65%
Z" PMM 8,Q00,000 gaAons 13 4095 19 70%
VfS. fPERLTM Water Management Systems... 14 45% 20 75%
that repister waler flow are warrented to peAortn to the accuracy levels set foAh in the �5 5D% >20 100%
iPERL Water ManaBemenl System Data Sheet available al sensus.qqrN'iaeAlda�asheef Note: Soflwsre supplied and licensed by Sensus is warranted accordinp lo fhe kertns ot the
or by request fram t-800-METER-IT, for twenry (20) years from the daie uf Sensus applicaMa software ticense agreement. Sansus wartanis tha4 network and monitoring
shipmenL The iPERL System warranty does �ot iaclude ihe extemai housing. services shait be pedortnad in a professional and workmaNike manner.
Vill. Malncase... XIV. Retum...
of lFre SR, SR N and PMM in both standard and iow leas! atfoy meters are wananted to Sensus' obllAation, and Custamers exclusive ramedy, under this Sensus Limiled Warranly
be frae trom defecls in mstedal arxi workmanship for tv✓enty-Rve (25) years Bom the is, el Sansus' option, to eitlier (i) repair or replace the product, provided the Customer (a)
date ot Sensus shipmern. Compoaite and E-coated maincases wili be tres iram defeqs relums the protluct tn the location designated by Sensus within the wartanty period; and (b)
in mate�si and workmensbip for fifteen (15) years fram ihe dale of Sensus sMipmant. prepays the freighf costs both io antl from such locafion: or (ii) deliver raplacement
IX. Sensus "W" Series Turbo Meters, OMDti� Meters and Propeiler Meters... �mPonenis ta the Custorner, provided the Customar installs, at its cost, siech components
in or on the product {as insVucted 6y Sensus), protided, thet if Sensus requests, the
are warcanted to perform to AWWA New Mefer Accuracy Sinndards far one {t} year Customer (s) retums tha product to the location desig�afed by Sensus within the wartanty
trom 4he daPe ot Sensus shipment. pedod; and (b) prepays Ihe heSghl casts 6oth to and ftom such IocaGon. In aH cases, if
Cusromer daes nat retum the praduct within the time perfod tlesignaied by Sensus, Sensus
X. Sensus accuMAG" Metsrs.., wi0 invoice, and Customer wili pay within thirty days of the invaice date, (nr ihe cosi of the
are warranted lo be free fram defecis in materiel and woricmanship, under nortnai use �eP�acement produd and/or componenfs.
and servica, tor i6 months From ihe dete of Sensus shipment or 12 monihs from stanup, rne retum of products tor wertenry daims must fWtow Sensus' Retumed Mstedals
whichever occurs firsi. AuthorizaUon (RMA� procedures. Water meter retums must indude ducumentetion of the
8641 Six Forks Road, Suite 700 .�
Raleigh, NC 27615 � � � � ■ ■ �
1-800-G38-3746 V
Customefs test resWis. Test resutts must be obtained aecoMing to AUYWA standards
and must spedry Ihe metar serial number. The tesl resutts will nat be valid if lhe meler
is found to cantain foreign materiais. If Customer chooses nol to test a Sensus water
meter prior to retuming il to Sensus, Sensus will repafr or replace the meter, at Sensus'
aption, a8er the meter has been tested by Sensus. The Customer wip be cherged
Sensus' then current testing fee. Sensus SmartPaints modules and MXU's relumed
must be affixed with a completed refum avslueUOn labei. por ail retums, Sensus
reserves the right to requesi meler readinp rewrds by serial number ro validate wartanty
cieims,
For prnduds thet have become disconUnued or obsolete {"Qbsolete Pradud'), Sensus
may, ai ifs disaetion, repiace such 4bsolste Produd with a diHerent product model
("New ProducP}, provided that the New ProduU has suDstentially similar teatures es the
Obsolete Protluct. The Nevr Ptodud shaii be warrented as set foRh in this Sensus
Limited Warranty.
THIS SECTION X!V SETS FORTH CUSTOMER'S SOLE REMEDY POR THE FRl�URE
OF THE PROOUCTS. SERVICES OR LICENSED S01=TWARE 70 CONFORM TO
THEiR RESPEC7IVE WARRANTIES.
XV. Warranty Excepttons and No implied Warcanties...
This Sensus Limited Wartanry does not inGUde costs for removal or installation of
products, w costs tor replacement labor or materials, which are the responsibiiity of the
Custorr�r, The wartanties in this Sensus Limited Warranry da nol apply ta goods that
have been: installed impropedy or in non-recommended inslalleUons; instatled ta a
ssckei thaf is nof func6onal, or is not in safe opereting wndition, or is damaged, or is in
need of repair, tsmpered with; modified or repaired with parts ar assemblies irot certified
in writing by Sensus, includinp without limitaiion, communication paAS and assemblies;
impropedy moditied or repaired �inciuding as a rew9t of moddiptions requireU Dy
Sensus); convehed; altered; dama�eQ; read by equipment not approved by Sensus; tor
water meters, used with substances oiher than weier, used with non-potabia waier, or
used with water that wntains dirt, debris, dsposits, or other impuriUes; subjected to
misuse, improper siarage, improper care, Improper maintenance, or improper periadic
testinQ (collectivNy, " ii n'). I� Sensus identifies arry E�eptions du�ng
e�cacninetion, troubleshooting or peAomung a�ry rype of support on behal( ot Gustomer,
then Custamer sheil pay for andlor reimburse Sensus for all s�enses incurted by
Sensus in ezamininp, troubleshoo6np, periorminp support activities, repairing or
repledng any Equipment that saUsfres any at the Exceptions deflned above. The above
wartanties do not appty in the event oi Force Majewe, as deflnetl in dhe Terms of Sale.
THE WARRtiNTIES SET FORTH iM THIS SENSUS LIMITED WARRANTY ARE TNE
ONtY WARRANTIES GIVEN WiTH RESPECT TO THE GOODS, SqF?WARE
LICENSE5 AND SERVICES SOLD OR OTHERWISE PROVIDEd 8Y SENSUS.
SENSUS EXPRESSLY OISCLAIMS ANY ANO AlL QTHER REPRESENTATIONS,
WARRANTIES, COhDIT10N5, EXPRESSEO, IMPLIED, S7ATUTQRY OR
OTHERWISE, REGARDING ANY MATTER IN CONNECTlON WITH THIS SENSUS
tIM1TEd WARRANTY OR WITH THE TERM3 OF SA�E, INCLUQING WITHOUT
UMITATI4N, WARRANTiE5 AS TO FITNESS FOR A PARTICULAR PURPOSE,
MERCHANTABIi.ITY, NON-INFRINGEMENT AND TITLE.
SEPISUS ASSUMES NO LIAB1tITY FOR COSTS OR EXPENSES ASSOCiATED
4VITH LOST REVEtdUE OR WfTH THE REMOVAI QR INS7ALLATlON OF
Ef�UIPMENT, THE FOREGOING REMEDIES ARE QUSTOMER'S SOLE AN�
EXCLUSIVE REMEDIES FOR THE FAILURE OF EQUIPMENT, IiCENSED
SQFTWARH OR SERVICES TO GdNFORM TO THEtR RESPEC7IVE WARRANTIES.
XVi. Limitation o( Llability...
SENSUS' AGGREGATE LIABII.ITY IN ANY AND ,4LL CAUSES OF ACTiON ARISING
UNDER, OUT OF OR IN RELATION TO FHIS AGREEMENT, ITS NEGdTIATION,
PERFORMANCE. BRERCH OR TERMWATION {GQLIECTiVELY ",�AUSES OF
A�TION') SHALL NOT EXCEED THE TOTAL AMQUNT P{UD BY CUSTOMER FO
SENSUS UNDER THIS AGREEMENT. THIS IS SO WHETHER THE CAUSES QF
AC710N ARE IN TORT, INGLUDlMG, WITHDUT LIM�TATION, MEGLIGENGE dR
SSRtCT LIABIIITV, IN CONTRACT, UNDER STATUTE 4R OTHERWISE.
AS A SEPARATE AND lNDEPENDENT LIMITATION ON 11ABILtTY, SENSUS'
LIR8ILITY SHALL BE LIMITECI 70 OIRECT DAMAGES. SENSUS SHALL NOT BE
IiABLE POR: {I) ANY INDIR£CT, INCIOENTAL, SPECIAL OR CONSE�UENTtAL
DRMAGES; NOR QI) ANY REVENUE OR PRdFITS LQST 8Y CUSTQMER OR ITS
AFFlLIATES FROM ANY ENO USER(S}, IRRESPECT{VE OF WHETHER SUGH LOST
REVENUE QR PROFITS IS CATEGOi212ED AS p4RECT �AMAGES OR OTHERWISE;
NQR �til) ANY INlQUT COSTS; NOR (IV) MANUAL METER READ C�STS AND
EXPENSES; NOR (V) OAMAGES ARtSiNG FROM MRlNCASE 4R BOTTOM PLATE
BREAKAGE CRUSED BY FREEZING TERMPERATl1RES, WATER HAMMER
CONDiT10NS, OR EXCESSIVE WATER PRESSURE. "IN/WT COSTS' MEANS ANY
CQSTS AND EXPENSES lNGURREd BY CUSTOMER IN TRANSPORTING GOODS
BETWEEhI ITS WARENOUSE AN� ITS END USER'S PREMISES AND ANY COST5
AND EXPEN5ES IIVCURREa BY CUSTOMEFi IN INSTALLlNG, UNfN5TALLlNG AND
REMOVlNG G04DS. "ENQ USER` MEANS ANY END USER OP
ELfCTRIC�TYNYATER/GAS THAT PAYS CUSTpMER FOR THE CONSUMPTiON OF
ELECTRICITYM+ATERlGAS, AS APPUGABIE.
The limitadnns on liabiliry set toAh in this Agreement are fundamental inducemeMS to
Sensus entenng iNO ihis Agreement. They app�y uncondilionally and in atl respects.
They ere to be irHerpreietl broadiy so as ta give Sertsus the maximum protection
permittetl �uider law.
To fhe ma�amum extent permilted by law, no Cause ot Adion may be instituted 6y
Customer against Sensus more khan'TWELIlE �12) MONTHS aRer the Causa oi Adion
frst arase. In the calcWatio� of any damages in any Causa of Aclion, no damages
incurted more lhan TWELVE {12) MONTHS priar ta the frling oi ihe Cause ot Actian
sha11 be recovereble.
BB01 Six Fadcs Road, Suite 704
R�� Nc z7s� S 5 E I'15 U S
i-800-638-374$