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HomeMy WebLinkAboutAgreement_General_03/10/2016 SETTLEMENT AND RELEASE AGREEMENT This SETTLEMENT AND RELEASE AGREEMENT (the " Agreement '), dated and effective as of January 11, 2016 ( " Effective Date "), is by and between Sensus USA Inc., a Delaware corporation ( " Sensus "), and The Village of Tequesta, Florida ( " Village "). WHEREAS, the Village has purchased approximately one thousand (1,000) Sensus iPERL water meters (the " Meters "); and WHEREAS, a potential dispute arose between Sensus and the Village regarding the Meters (the " Dim "); and WHEREAS, following good faith negotiations, Sensus and the Village have agreed to resolve the Dispute on the terms and conditions set forth in this Agreement. NOW THEREFORE, in consideration of the mutual agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, Sensus and the Village hereby agree as follows: I . Recitals The recitals set forth above are hereby incorporated into and made a part of this Agreement. 2. Replacement Meters and Inventory Meters a. Replacement Meters Sensus will provide the Village with five hundred sixty - nine (569) iPERL water meters (the " Replacement Meters ") at no 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 will be used by the Village upon receipt by the Village. b. Additional Meters Sensus will provide the Village with an additional one hundred fifty (150) iPERL water meters (the " Inventory Meters ") at no cost to the Village. 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. C. Warranty on Replacement Meters Sensus' standard limited warranty attached hereto as Exhibit A will apply to each Replacement Meter, provided 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 possession and ownership of all 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 Replacement Meters and Inventory Meters The Village agrees to install all Replacement Meters (upon receipt 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 will be responsible for 1 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, for and in consideration of the terms and conditions of this Agreement, and by its execution of this Agreement, hereby fully, completely, and forever releases, remises, and discharges and agrees to reimburse, defend, indemnify, and hold harmless Sensus and its directors, officers, shareholders, employees, affiliates, distributors, and agents from any and all claims, actions, causes of action, lawsuits, suits, demands, damages, injuries, losses, costs, and liabilities whatsoever, whether currently known, unknown, or which may arise in the future, resulting from, arising out of, or in any way connected to the Meters, the Dispute, or the underlying facts giving rise to the Dispute. The foregoing release is a condition precedent to Sensus entering into this Agreement. It is to be interpreted broadly so as to provide Sensus and the other released parties the maximum protection permitted under law. 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 of this Agreement or relieve any party hereto of its obligations under this Agreement. C. Village's Sovereign 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 sovereign immunity beyond the waiver limits specified in Sec. 768.28, Florida Statutes, including limits on attorney's fees. The Village's exposure, obligation and responsibility for any indemnification provided for in the above paragraphs 4a and 4b, or anywhere else in this Settlement and Release Agreement, shall be strictly limited to the amounts specified in Sec. 768.28, Florida Statutes, including limits on attorney's fees. 5. Acknowledgement Each party hereto understands that the facts in respect of which this Agreement is made may hereafter turn out to be other than or different from the facts now known or 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 this 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 all rights it has or may have under any statute or legal decision providing that a general release does not extend to claims not known or suspected to exist at the time of executing the release, which if known by a claimant might have materially affected the settlement. Each party hereto specifically agrees that this Agreement and all releases set forth herein apply in such case to all such claims. Nothing contained in this paragraph to the contrary shall be construed as a waiver of the Village's sovereign immunity beyond the waiver limits set forth in Sec. 768.28. Florida Statutes. 2 6. Confidentiality; Non - Disparagement; Public Statement a. Except as required by law, neither party will directly or indirectly disclose to any non -party the facts or contents of this Agreement, or any documents or communications related to this Agreement or the Dispute, without the prior written consent of the other party. In the event that a party receives a document request, subpoena, or other legal process, such party shall immediately notify the other party so as to provide an opportunity for said other party to object to challenge the subpoena, request, or other process in court. The party receiving the request, subpoena, or other process shall not, absent the written consent of the other party, produce this Agreement or any documents 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 other means, make any statement or comment to any person, entity, or organization that might reasonably be construed to be derogatory or critical of, or negative toward, or disparaging to Sensus or its officers, employees, products, services, or technology, unless required by law or as directed by a court or other governmental authority. 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. C. Any statement or communication to the media or general public in relation to the Meters or this Agreement, or any of the terms hereof, whether verbal or written, electronically or otherwise, will be first negotiated and agreed to by Sensus and the Village. 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 content, nature, and purpose of such statement or communication, no statement or communication to the media or general public will be made. 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. 7. Joint Effort The preparation of this Agreement has been a joint effort of the parties hereto and shall not be construed more strictly against any party. 8. Free and VoluntaryAgreement Each party hereto acknowledges and agrees that it has been fully advised by legal counsel concerning the language and legal effect of this Agreement and knowingly enters into this Agreement freely and without coercion of any kind. 9. No Waiver Any failure by a party hereto to enforce any of the provisions of this Agreement or to require at any time performance by the other party of any of 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 of either party thereafter to enforce any and each such provision. 3 10. No Admission The execution of this Agreement affects 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 shall be deemed nor construed to be, an admission of liability by any party in any respect and to any extent whatsoever. 11. Authority Each person signing this Agreement on behalf of a party hereto represents and warrants that he or she has the legal right, status, and authority 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 to execute this Agreement. 12. 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, execution, performance, breach, or termination shall first be resolved by the parties attempting executive level 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 ( " Rules ") by one arbitrator appointed in accordance with the Rules. The arbitration shall be held in West Palm Beach, Florida in the English language. In 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 the parties, including, without limitation, as an employee, consultant, partner, or shareholder. The arbitrator may permit each of the parties to the arbitration to engage in a reasonable 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 legal principles. The award issued by the arbitrator may be enforced in any court of competent jurisdiction. Notwithstanding the foregoing, either party may pursue equitable relief to prevent irreparable harm (e.g., inappropriate use or disclosure of a party's confidential information) in any court of competent jurisdiction. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES 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, each of which when executed and delivered shall be an original, but all such counterparts shall constitute one and the same instrument. The exchange of executed copies of this Agreement by facsimile, portable document format (PDF) transmission, or other reasonable form of electronic transmission shall constitute effective execution and delivery of this Agreement. 14. Integration; Modification This Agreement constitutes the sole agreement of the parties with respect to the terms hereof and shall supersede all oral negotiations and the terms of prior writings with respect thereto. No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf of the party against whom enforcement is sought. 15. Severability Any provision of this Agreement which is prohibited or unenforceable 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 or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 4 16. Successors and Assigns This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns. [The next page is the signature page.] 5 IN WITNESS WHEREOF, Sensus and the Village have executed this Settlement and Release Agreement as of the Effective Date. SENSUS U INC. By: t ,� Name: t frl✓ , �" C F,rJr Title: Q Dne: B y: LAGE OF TEQ S A, FLORIDA ( I f Title: 6 Exhibit A Warranty (see attached) 7 Sensus Limited Warranty G-500 R20 I. General Product Coverage XI. Sensus Registers... Sensus USA Inc. ( " Sensus ") warrants its products and parts to be free from defects in are warranted to be free from defects in material and workmanship from the date of Sensus material and workmanship for one (1) year from the date of Sensus shipment and as set shipment for the periods stated below or until the applicable registration for AWWA forth below. All products are sold to customer ( " Customer ") pursuant to Sensus' Terms Repaired Meter Accuracy Standards, as set forth above, are surpassed, whichever occurs of Sale, available at: sensus.com/TC ( " Terms of Sale "). first: 11. SR 11 and accuSTREAM -5/8 3/4" & 1" Meters... 5/8" thru 2" SR, SR II, PMM, accuSTREAM Standard Registers 25 years are warranted to perform to AWWA New Meter Accuracy Standards for five (5) years 5/8" thru 2" SR, SR II, PMM, accuSTREAM Encoder Registers 10 years from the date of Sensus shipment or until the registration shown below, whichever Electronic Communication Index (ECI) 10 years occurs first. Sensus further warrants that the SR II meter will perform to at least AWWA year All HSPU, IMP Contactor, R.E.R. Elec. ROFI 1 Repaired Meter Accuracy Standards for fifteen (15) years from the dale of Sensus y shipment or until the registration shown below, whichever occurs first: Standard and Encoder Registers for: "W" Turbo and Propeller Meters 1 year New Meter Accuracy Repair Meter Accuracy OMNI Registerwith Battery 10 years 5/8" SR II Meter and accuSTREAM Meter 500,000 gallons 1,500,000 gallons XII. Sensus Electric Meters... 3/4" SR II Meter and are warranted to be free from defects in material and workmanship for one (1) year from accuSTREAM Meter 750,000 gallons 2,250,000 gallons the date of Sensus shipment. Spare parts and components are warranted to be free from 1" SR II Meter and defects in material and workmanship for one (1) year from the date of Sensus shipment. accuSTREAM Meter 1,000,000 gallons 3,000,000 gallons Repaired or refurbished equipment repaired by Sensus is warranted to be free from defects in material and workmanship for ninety (90) days from the date of Sensus shipment or for III. SR 5/8 ", 3/4" & 1" Meters... the time remaining on the original warranty period, whichever is longer. are warranted to perform to AWWA New Meter Accuracy Standards for one (1) year XIII. Batteries, iPERL System Components, AMR and FlexNet - System AMI Interface from the date of Sensus shipment. Sensus further warrants that the 5/8 ", 3/4" and 1" SR Devices... meter 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 are warranted to be free from defects in material and workmanship from the date of Sensus occurs first: shipment for the period stated below: Repair Meter Accuracy Electronic TouchPad 10 years 5/8" SR Meter 1,500,000 gallons RadioRead MXU (Model 505C, 51 OR or 520R) and Batteries 20 years" 3/4" SR Meter 2,250,000 gallons Act - Pak@ Instrumentation 1 year 1" SR Meter 3,000,000 gallons TouchRead Coupler and AMR Equipment 1 year IV. SR 1 -1/2" & 2 "... FlexNet Water or Gas SmartPointT' Modules and Batteries 20 years' are warranted to perform to AWWA New Meter Accuracy Standards for one (1) year Hand Held Device 1 year from the date of Sensus shipment. Sensus further warrants that the 1 -1/2" and 2" SR Vehicle Gateway Base Station 1 year meter will perform to at least AWWA Repaired Meter Accuracy Standards for ten (10) FlexNet Base Station (including the Metro and M400 base stations) 1 year years from the date of Sensus shipment or until the registration shown below, whichever Echo Transceiver 1 Y ear OCCUfS first: : Remote Transceiver 1 year Repair Meter Accuracy iConA and FlexNet Electricity SmartPoint Module 1 year 1 -1/2" SR 5,000,000 gallons iPERL System Battery and iPERL System Components 20 years` 2" SR 8,000,000 gallons Residential Electronic Register 20 years` V. PMM 5 18 ", 3/4 ", 1" Meters... ' Sensus will repair or replace non - performing: are warranted to perform to AWWA New Meter Accuracy Standards for one (1) year from the date of Sensus shipment. Sensus further warrants that the 5/8 ", 3/4 ", and 1" RadioRead@ MXU (Model 505C, 51 OR and 520R) and Batteries, PMM meter will perform to at least AWWA Repaired Meter Accuracy Standards for FlexNet Water or Gas SmartPoint Modules (configured to the factory setting of six fifteen (15) years from the date of Sensus shipment or until the registration shown transmissions per day under normal system operation of up to one demand read to each below, whichever occurs first: SmartPoint Module per month and up to two firmware downloads during the life of the Repair Meter Accuracy product) and batteries, 5/8" PMM 1,500,000 gallons Residential Electronic Register with hourly reads, and 3/4" PMM 2,000,000 gallons iPERL System Batteries, and /or the iPERL System flowtube, the flow sensing and data 1" PMM 3,000,000 gallons processing assemblies, and the register ( "iPERL System Components ") with hourly reads VI. PMM 1 -1/2 ", 2" Meters.., at no cost for the first ten (10) years from the date of Sensus shipment, and for the are warranted to perform to AWWA New Meter Accuracy Standards for one (1) year remaining ten (10) years, at a prorated percentage, applied towards the published list from the date of Sensus shipment. Sensus further warrants that the 1 -1/2 ", and 2" PMM prices in effect for the year product is accepted by Sensus under warranty conditions meter will perform to at least AWWA Repaired Meter Accuracy Standards for ten (10) according to the following schedule: years from the date of Sensus shipment or until the registration shown below, whichever Years Replacement Price Years Replacement Price occurs first: 1-10 0% 16 55% Repair Meter Accuracy 11 30% 17 60% 1 -1/2" PMM 5,000,000 gallons 12 35% 18 65% 2" PMM 8,000,000 gallons 13 40% 19 70% VII. iPERL- Water Management Systems... 14 45% 20 75% that register water flow are warranted to perform to the accuracy levels set forth in the 15 50% >20 100% iPERL Water Management System Data Sheet available at sensus.com /ioerl /datasheet Note: Software supplied and licensed by Sensus is warranted according to the terms of the or by request from 1 -800- METER -IT, for twenty (20) years from the date of Sensus applicable software license agreement. Sensus warrants that network and monitoring shipment. The iPERL System warranty does not include the external housing. services shall be performed in a professional and workmanlike manner. VIII. Maincase... XIV. Return... of the SR, SR II and PMM in both standard and low lead alloy meters are warranted to Sensus' obligation, and Customer's exclusive remedy, under this Sensus Limited Warranty be free from defects in material and workmanship for twenty-five (25) years from the is, at Sensus' option, to either (i) repair or replace the product, provided the Customer (a) date of Sensus shipment. Composite and E- coated maincases will be free from defects returns the product to the location designated by Sensus within the warranty period; and (b) in material and workmanship for fifteen (15) years from the date of Sensus shipment. prepays the freight costs both to and from such location; or (ii) deliver replacement IX. Sensus "W" Series Turbo Meters, OMNI Meters and Propeller Meters... components to the Customer, provided the Customer installs, at its cost, such components P in or on the product (as instructed by Sensus), provided, that if Sensus requests, the are warranted to perform to AWWA New Meter Accuracy Standards for one (1) year Customer (a) returns the product to the location designated by Sensus within the warranty from the date of Sensus shipment. period; and (b) prepays the freight costs both to and from such location. In all cases, if Customer does not return the product within the time period designated by Sensus, Sensus X. Sensus accuMAG"' Meters... will invoice, and Customer will pay within thirty days of the invoice date, for the cost of the are warranted to be free from defects in material and workmanship, under normal use replacement product and /or components. and service, for 18 months from the date of Sensus shipment or 12 months from startup, The return of products for warranty claims must follow Sensus' Returned Materials whichever occurs first. Authorization (RMA) procedures. Water meter returns must include documentation of the 8601 Six Forks Road, Suite 700 Raleigh, NC 27615 5 E n S u S 1- 800 - 638 -3748 Customer's test results. Test results must be obtained according to AWWA standards and must specify the meter serial number. The test results will not be valid if the meter is found to contain foreign materials. If Customer chooses not to test a Sensus water meter prior to returning it to Sensus, Sensus will repair or replace the meter, at Sensus' option, after the meter has been tested by Sensus. The Customer will be charged Sensus' then current testing fee. Sensus SmarfPoints modules and MXU's returned must be affixed with a completed return evaluation label. For all returns, Sensus reserves the right to request meter reading records by serial number to validate warranty claims. For products that have become discontinued or obsolete ( " Obsolete Product "), Sensus may, at its discretion, replace such Obsolete Product with a different product model ( " New Product "), provided that the New Product has substantially similar features as the Obsolete Product. The New Product shall be warranted as set forth in this Sensus Limited Warranty. THIS SECTION XIV SETS FORTH CUSTOMER'S SOLE REMEDY FOR THE FAILURE OF THE PRODUCTS, SERVICES OR LICENSED SOFTWARE TO CONFORM TO THEIR RESPECTIVE WARRANTIES, XV. Warranty Exceptions and No Implied Warranties... This Sensus Limited Warranty does not include costs for removal or installation of products, or costs for replacement labor or materials, which are the responsibility of the Customer. The warranties in this Sensus Limited Warranty do not apply to goods that have been: installed improperly or in non- recommended installations; installed to a socket that is not functional, or is not in safe operating condition, or is damaged, or is in need of repair; tampered with; modified or repaired with parts or assemblies not certified in writing by Sensus, including without limitation, communication parts and assemblies; impropedy modified or repaired (including as a result of modifications required by Sensus); converted; altered; damaged; read by equipment not approved by Sensus; for water meters, used with substances other than water, used with non - potable water, or used with water that contains dirt, debris, deposits, or other impurities; subjected to misuse, improper storage, improper care, improper maintenance, or improper periodic testing (collectively, " Exceptions ."). If Sensus identifies any Exceptions during examination, troubleshooting or performing any type of support on behalf of Customer, then Customer shall pay for and /or reimburse Sensus for all expenses incurred by Sensus in examining, troubleshooting, performing support activities, repairing or replacing any Equipment that satisfies any of the Exceptions defined above. The above warranties do not apply in the event of Force Majeure, as defined in the Terms of Sale. THE WARRANTIES SET FORTH IN THIS SENSUS LIMITED WARRANTY ARE THE ONLY WARRANTIES GIVEN WITH RESPECT TO THE GOODS, SOFTWARE LICENSES AND SERVICES SOLD OR OTHERWISE PROVIDED BY SENSUS. SENSUS EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER IN CONNECTION WITH THIS SENSUS LIMITED WARRANTY OR WITH THE TERMS OF SALE, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON - INFRINGEMENT AND TITLE. SENSUS ASSUMES NO LIABILITY FOR COSTS OR EXPENSES ASSOCIATED WITH LOST REVENUE OR WITH THE REMOVAL OR INSTALLATION OF EQUIPMENT. THE FOREGOING REMEDIES ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR THE FAILURE OF EQUIPMENT, LICENSED SOFTWARE OR SERVICES TO CONFORM TO THEIR RESPECTIVE WARRANTIES. XVI. 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 TOTAL AMOUNT PAID BY CUSTOMER TO SENSUS UNDER THIS AGREEMENT. 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 A SEPARATE AND INDEPENDENT LIMITATION 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 (11) ANY REVENUE OR PROFITS LOST BY CUSTOMER OR ITS AFFILIATES FROM ANY END USER(S), IRRESPECTIVE OF WHETHER SUCH LOST REVENUE OR PROFITS IS CATEGORIZED AS DIRECT DAMAGES OR OTHERWISE; NOR (111) ANY IN /OUT COSTS; NOR (IV) MANUAL METER READ COSTS AND EXPENSES; NOR (V) DAMAGES ARISING FROM MAINCASE OR BOTTOM PLATE BREAKAGE CAUSED BY FREEZING TERMPERATURES, WATER HAMMER CONDITIONS, OR EXCESSIVE WATER PRESSURE. " /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. " END USER MEANS ANY END USER OF ELECTRICITY/WATER /GAS THAT PAYS CUSTOMER FOR THE CONSUMPTION OF ELECTRICITY/WATER /GAS, AS APPLICABLE. 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. To the maximum extent permitted by law, no Cause of Action may be instituted by Customer against Sensus more than TWELVE (12) MONTHS after the Cause of Action first arose. In the calculation of any damages in any Cause of Action, no damages incurred more than TWELVE (12) MONTHS prior to the filing of the Cause of Action shall be recoverable. 8601 Six Forks Road, Suite 700 Raleigh, NO 27615 S E n s u ■ s 1- 800 - 638 -3748 Sensus Agreement Public Records: In accordance with Sec. 119.070 1, 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 Scope of Services. Upon request, the Contractor must provide the public with access to such records in accordance with access and cost requirements of Chapter 119, 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 Scope of Services are not disclosed except as authorized by law. Finally, the Contractor shall retain the records described in this paragraph throughout the performance of the work described in the Scope of Services, and at the conclusion of said work, transfer to the Village, at no cost to the Village, all such records in the possession of the Contractor and destroy any duplicates thereof. Records that are stored electronically must be transferred to the Village in a format that is compatible with the Village's information technology systems.