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HomeMy WebLinkAbout08. 20-344 AUGUST 12, 2020 20-344 RESOLUTION (CARRIED__6-0___LOST________LAID OVER________WITHDRAWN________) PURPOSE: APPROVE AGREEMENT FOR THREE-YEAR SERVICE PROGRAM FOR SENSUS USA FIXED-BASE WATER METER READING PROGRAM / CORE & MAIN ($72,970.75) INITIATED BY: DEPARTMENT OF PUBLIC WORKS BE IT RESOLVED by the Common Council of the City of Oshkosh that the proper City officials are hereby authorized to Enter into an appropriate agreement with Core & Main for a Sensus USA Fixed-Base Water Meter Reading Program with hosted servers and three-year software maintenance. Money for this purpose is hereby appropriated from: Acct. No.: 05411890-6427-08903 Maintenance Computer Software 05511951-6427 Maintenance Computer Software r,A City 0fW Oshkosh MEMORANDUM TO: Honorable Mayor and Members of the Common Council FROM: Steven M. Gohde,Assistant Director of Public Works/Utilities General Manager5�I/I DATE: August 6, 2020 RE: Approve Agreement for Three (3) Year Service Program for Sensus USA Fixed-Base Water Meter Reading Program/ Core &Main($72,970.75) BACKGROUND In 2006, the Water Utility selected the Sensus F1exNet system to provide a fixed-base, radio-read system for water meter reading. As part of the purchase of the original F1exNet system, the Water Utility purchased two servers, the associated software, and software maintenance agreements. In 2014, as these servers and their software became obsolete, Council approved an agreement with HD Supply Waterworks (now Core & Main) for a software subscription program. This agreement allowed the Water Utility to pay an annual subscription fee for the use of the hardware and software for the FlexNet system, instead of having to purchase new servers and associated software. This agreement was for a five (5) year time frame. This agreement has now expired. ANALYSIS The new agreement would be for a three(3)year term and would continue to provide the Water Utility a reliable and cost effective option to remote read water meters. FISCAL IMPACT This agreement is for a total amount of$72,970.75. The fees for each year are as follows: $23,608.25 for Year 1; $24,316.50 for Year 2, and$25,046 for Year 3. These costs would be paid from the Water and Wastewater Utility Operating Budgets. RECOMMENDATIONS Chapter 12 of the Municipal Code of the City of Oshkosh provides that professional services of a specialized nature may be procured without the use of formal, sealed quotes. I have reviewed this agreement and in accordance with Section 12-16 of the Code, I am hereby recommending the Common Council approve this agreement. Ap roved: J Fitzpa i Assistant City M ger SMG/tlt L\Engineering\Tracy Taylor\Memos to Mayor&Common Council\2020\Core&Main&Sensus USA Agreement-Wtr Mtr Reading Prog_8-6-20.docx CORE=0 0 Bid Proposal for Oshkosh - AMI R�crN�p 227-II POWERSCOPE AUG 70 Core&Main Job Location: Oshkosh,WI OF PUBL1C WORM655 West Rogers Dr Bid Date:09/30/2019 DEPT WISCONS1-clew Berlin, WI 53151 Core& Main 1417538 OSHI{OSH' phone: 262-786-5186 Fax: 262-786-4240 Seq# Qty Description Units Price Ext Price 10 ANNUAL HOSTING FEES 20 ( _ YEAR 1 -- - - __- --- _..-----------._ 30 1 SENSUS RNI ANNUAL SAAS FEE _ EA 23,608_25 23,608 25 40 .. {_-- -- 1 YEAR2 ---- ---- -- 50 �1 _ SENSUS RNI ANNUAL SAAS FEE - EA _._.._. 24,316 50- - _ 24,316 50 60 YEAR 3 ._. __... 70 1 SUS RNI UAL ANNSAAS FEE EA 25,046.00 25,046.00 '. - -SEN - - ---- ._._...... --- -- -._... SUBTOTAL 72,970.75 -. -._.__.,_._...._......... -- _....................... —Sub Total —�_ 72,970.75 Tax 0.00 -- Total_ 72,970 75 08/04/2020-9:56 AM Actual taxes may vary Page 1 of 1 SEf1SUS a xylem brand Software as a Service Agreement RECEIVED between AUG - 5 2020 City of Oshkosh,Wisconsin ("Customer") DEPT OF PUBLIC WORK and OSHKOSH, WISCONSIN Sensus USA Inc. ("Sensus") IN WITNESS WHEREOF, the parties have caused this Software as a Service ("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 until August 31,2022. Sensus USA Inc. Customer: City of Oshkosh,Wisconsin By: By: Name: Name: Title: Title: Date: Date: Contents of this Agreement: Agreement Exhibit A Software Exhibit B Technical Support Exhibit C Data Privacy Policy Confidential Page 1 of 15 Agreement 1. General A. Agreement Generally.The scope of this Agreement includes usage terms for Sensus'hosted Software solution,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. Spectrum Lease.The parties previously entered into a spectrum manager lease on 11/28/2016(the"Spectrum Lease"),which is hereby specifically incorporated by reference. 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:/twww.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 whetherthe 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. If either party becomes unable,eitherwholly 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. Confidential I Page 2 of 16 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. Copy of Customer Data. Upon Customer's written request,Sensus will provide Customer a quote to deliver a CMEP file consisting of the most recent 60 days of CMEP interval file data. Sensus will deliver the CMEP file in accordance with the quote upon Customer's acceptance of the quote. 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 attached as Exhibit C. Customer acknowledges that it has read and 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. Compliance with Laws. Both parties 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. Both parties shall not take any action,or permit the taking of any action by a third party,which may render the parties 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. I. 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 parry's right to enforce and compel strict compliance with the same or other articles or provisions. J. Assignment and Sub-contracting. Either party may assign,transfer or delegate this Agreement without requiring the other parry'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. K. 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. L. Governing Law and Dispute Resolution.This Agreement shall be governed by,construed and enforced in accordance with the laws of the State of Delaware. 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.TO THE MAXIMUM EXTENT PERMITTED BY LAW,THE PARTIES AGREE TO A BENCH TRIAL AND THAT THERE SHALL BE NO JURY IN ANY DISPUTES. M. Survival. The provisions of this Agreement that are applicable to circumstances arising after its termination or expiration shall survive such termination or expiration. N. Severability. In the event any provision of this Agreement is held to be void,unlawful or otherwise unenforceable,that provision will be severed from the remainder of the Agreement and replaced automatically by a provision containing terms as nearly like the void,unlawful,or unenforceable provision as possible; and the Agreement,as so modified,will continue to be in full force and effect. 0. Four Corners. This written Agreement,including all of its exhibits and the Spectrum Lease,represents the entire understanding between and obligations of the parties and supersedes all prior understandings,agreements,negotiations,and proposals,whether written or oral,formal or informal between the parties. Any additional writings shall not modify any limitations or remedies provided in the Agreement. There are no other terms or conditions,oral,written,electronic or otherwise. There are no implied obligations. All obligations are specifically set forth in this Agreement. Further,there are no representations that induced this Agreement that are not included in it. The ONLY operative provisions are set forth in writing in this Agreement. Without limiting the generality of the foregoing,no purchase order placed by or on behalf of Customer shall alter any of the terms of this Agreement. The parties agree that such documents are for administrative purposes only,even if they have terms and conditions printed on them and even if and when they are accepted and/or processed by Sensus. Any goods,software or services delivered or provided in anticipation of this Agreement(for e.g.,as part of a pilot or because this Agreement has not yet been signed but the parties have begun the deployment)under purchase orders placed prior to the execution of this Agreement are governed by this Agreement upon its execution and it replaces and supersedes any such purchase orders. P. Counterparts.This Agreement may be executed in any number of counterparts,each of which shall be deemed an original,but all of which together shall constitute one and the same instrument. Additionally,this Agreement may be executed by facsimile or electronic copies,all of which shall be considered an original for all purposes. Confidential I Page 3 of 15 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 parry'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 passes 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 Majoure"means an event beyond a parry's reasonable control,including,without limitation,acts of God,hurricane,flood,volcano,tsunami,tomado,storm,tempest, mudslide,vandalism,illegal or unauthorized radio frequency interference,strikes,lockouts,or other industrial disturbances,unavailability of component parts of any goods provided hereunder,acts of public enemies,wars,blockades,insurrections,riots,epidemics,earthquakes,fires,restraints or prohibitions by any court,board,department, commission or agency of the United States or any States,any arrests and restraints,civil disturbances and explosion. 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 orjurisdiction,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 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,R100 units(if any)and Remote Transceivers(if any). S. "RW'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. "SmarfPointlm 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. AA. "WAN Backhaul"means the communication link between FlexNet Base Stations and Remote Transceivers and RNI. Confidential I Page 4 of 15 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 (each an"Application"): • Regional Network Interface(RNI)Software 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 earlier 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,including 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: L 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 querylagent jobs,etc. vii. Incident and Problem Management. Sensus will: (a) Proactively monitor managed systems(247065)for key events and thresholds to proactively detect and identify incidents. (b) Respond to incidents and problems that may occur to the Application(s). (c) Maintain policies and procedures for responding to incidents and performing root cause analysis for ongoing problems. (d) Correlate incidents and problems where applicable. (e) Sensus personnel will use the self-service portal to document and track incidents. Confidential I Page 5 of 15 (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 Customers 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. Q) 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 Gall. iv. Responsible for periodic processing of accounts or readings(i.e.,billing files)for Customers 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. A. 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 Customeraccess to the managed Application(s)via internet or point to point connection(Le.,Managed-Access use),according to the terms below.Sensus endeavors to maintain an average System Uptime Rate equal to ninety-nine(99.0)per Month(as defined below). The System Uptime Rate,cumulative across all Applications,shall be calculated as follows: System Uptime Rate= 100 x (TMO—Total Non-Scheduled Downtime minutes in the Month) TMO Confidential I Page 6 of 15 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 internet 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: 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 A/C 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(1)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 Customers 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 Confidential I Page 7 of 15 Customer to access the Application(s)managed by Sensus;and(ii)Customers network router and firewall,if applicable,to allow data to flow between the Customers 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 Customers 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 Customers account,and Sensus will not be liable for any loss,damage or liability arising from Customers 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 Customers 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 Customers account or any user ID and password pairs at any time;(ii)to notify Sensus immediately of any actual or suspected unauthorized use of Customers account or any of such user ID and password pairs,or any other breach orsuspected 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 Customers account,account ID,usemames 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 Customers 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 RNI'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 ail 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 3rd 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 Customers system(s)targeted for integration to determine which integration method is appropriate(e.g.,Mullispeak,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 pricing. Confidential I Page 8 of 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 pattem 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,itshall 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 confirmationlworkarounds 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. Confidential I Page 9 of 15 5. Response and Resolution Targets. Sensus Technical Support will make every reasonable effort to meet the following response and resolution targets: Severity Standard Target Response Standard Target Resolution Resolution(one or more of the following) Immediately assign trained and qualified ' Satisfactory workaround is provided. Services Staff to correct the err�r 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). 0 Fix or workaround incorporated into SalesForce Knowledge Base. • Answer to question is provided. • Satisfactory workaround is provided. 3 1 Business Day 30 business days 0 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 Pagel 0 of 15 sEnsus Exhibit C a xylem brand Data Privacy Policy Xylem Privacy Statement Thank you for visiting the Xylem website. Xylem and its operating divisions and subsidiaries (collectively "Xylem", "We", "Us", or "The Company") maintain and operate this and other websites (collectively, the "Xylem Sites" or"Sites") and are committed to safeguarding your privacy. This Privacy Statement is meant to help you understand what data we collect, how we use it, and what safeguards are in place to protect your data on the Sites. This Privacy Statement also applies to information collected offline through trade shows, seminars, conferences, or through other activities. SUMMARY OF KEY POINTS WHAT INFORMATION DOES XYLEM COLLECT? Xylem collects the following types of information about you when you visit our Sites (collectively, "Personal Data") or through the offline means described above: • If you visit our sites, we automatically collect your domain name and/or IP address; • If you communicate with us by email, we collect your email address; • If you seek employment with us and provide us with information through offline means, we collect information in connection with employment opportunities, through our online recruiting tool. • Otherwise, Personal Data is only collected on Xylem Sites or via offline means if you voluntarily choose to provide it. Such Personal Data includes your name and/or that of your employer, title, address, telephone number and email address as well as account or transaction information collected as part of our business relationship with you. HOW THE COMPANY USES YOUR PERSONAL DATA We collect your Personal Data in order to: • Conduct our business, including providing you the products or services you requested • Send you marketing communications about new or updates to our existing products and services • Comply with our legal obligations • Maintain and improve our Sites and tailor the user experience • Protect the security of you and the Sites • Provide customer service and otherwise administer our business relationship with you As required by applicable law, we rely on several different legal bases to collect, use, and share your Personal Data: • Necessity to Perform Contract with You -we need to process your Personal Data to provide our products and services, ensure products and services are working as they should, answer questions and requests from you, manage our business relationship with you and provide customer support; • Compliance with Legal Obligations - we need to process your Personal Data to comply with relevant laws, regulatory requirements and to respond to lawful requests, court orders, and legal process; • Consent for Direct Marketing Communications - we rely on your consent to send you direct marketing, which you can unsubscribe from at any time by clicking the unsubscribe link in the relevant communications or contact us as detailed below; and • Based on Legitimate Interests -we process your Personal Data to protect your security and the security of the Sites; to detect and prevent fraud; to protect and defend the rights or property of others, or our own rights and interests; and to maintain and improve the user experience. Confidential I Page 11 of 15 We do not use automated decision-making, or perform data profiling, that is, in a way that produces legal effects concerning you or significantly affects you. You are not required to provide all Personal Data identified in this Privacy Statement to use our Sites or to interact with us offline, but certain functionality will not be available if you do not provide certain Personal Data. If you do not provide certain Personal Data, we may not be able to respond to your requests, perform a transaction with you, or provide you with marketing that we believe you would find valuable. ARE COOKIES USED ON XYLEM SITES? In addition to a domain name and/or IP address, Xylem collects information about you automatically when you visit our Sites. The information that is automatically collected does not include your name, address, telephone number, or email address. This information tells us such things as how many users visited our site and the pages they have accessed. By collecting this information, we learn how to best tailor our Sites for our current and future visitors. To collect this information, we use a number of different analytics, media optimization tools, analytics tags and pixel tracking activity through 'cookie' technology or with 'web beacons,' as explained below: • Cookies A cookie is a small text file that is placed on your computer's hard drive by your web browser when you first visit the Site. Xylem uses cookies to both ensure functioning of the site as well as record user-specific information on what pages you visited as well as record past activities on our site in order to provide better service when visitors return to our site. There are two kinds of cookiesthat Xylem uses: Session Cookies - also called a transient cookie, a session cookie stores information about a user on its temporary memory so that it can remember something about you when you are visiting that site. Session cookies do not collect information from your computer and are erased when you close your Web browser. Persistent Cookies - Also called a permanent cookie, or a stored cookie, a persistent cookie collects identifying information about the user including web-surfing behavior and user preferences for a specific website. Persistent cookies are set with an expiration date and stored on your hard drive until it expires or until you delete from yourcomputer. In some instances, cookies may enhance your online experience by saving your preferences while you are visiting a particular site. Most Internet browsers accept cookies automatically, but usually you can change the settings of your browser to erase cookies or prevent automatic acceptance altogether if you prefer. Please be advised that if you choose to not allow browser cookies, you may not be able to take full advantage of all the website features offered by Xylem. • Web Beacons Certain pages on our website(s) contain 'web beacons' also known as internet tags, pixel tags and clear GIFs.A web beacon is a small graphic image placed on the web page designed to allow Xylem to monitor incoming traffic and obtain information such as the IP address of the computer that downloaded the page on which the beacon appears as well as the URL of the page, the time the page was viewed, the type of browser used to view the page, and the information in cookies set by the third party.We also use web beacons to recognize a unique cookie on your web browser, which enables us to learn which advertisements brought you to ourwebsite(s). In order to help gather more information about site usage, all Xylem Sites use advertising, analytics, media cookies and tags powered by tools such as Yahoo, Google, Adobe, Omniture, Rubicon and others. Additionally, the Sites also use Google Analytics, a web analytics service provided by Google, Inc. ("Google"),which also uses cookies. The information generated by the cookie about your use of the website (including your IP address) is transmitted to and stored by Google on servers in the United States. Google uses this information for the purpose of evaluation activity, compiling website reports and providing other Confidential I Page 12 of 15 services relating to website activity usage. Google may also transfer this information to third parties where required to do so by law, or where such third parties process the information on Google's behalf. The information collected by all cookies and web beacons includes general information about your computer settings, your connection to the Internet, the operating system and platform, IP address, your browsing patterns and timings of browsing on the site and geographical location. It does not contain your name, address, telephone number, or email address. In order to help gather more information about site usage, xyleminc.com and its affiliated sites use advertising, analytics, media cookies and tags, including: Collection of data through Internet Service provider(ip address, time, location, browser, etc) Cookies contact form transfer of personal data Google Analytics Facebook Twitter Google +1 Linkedln Xing YouTube Google Adsense Google Analytics Remarketing Comments in a blog Google AdWords and conversion tracking BrightEdge Lead Forensics Linkedln Insights Marketo Tracking Mouseflow Confidential Page 13 of 15 To learn more about certain cookies used for interest based advertising by third parties, including through cross-device tracking, and to exercise certain choices regarding such cookies, please visit the Digital Advertisinq Alliance, Network Advertising Initiative, Digital Advertising Alliance-Canada, European Interactive Digital Advertising Alliance or your device settings for if you have the DAA or other mobile app. Do-Not Track: At this time, our Site is not configured to honor browsers' "Do Not Track" signals. HOW THE COMPANY SHARES YOUR PERSONAL DATA WITH THIRD PARTIES • If we are requested to disclose Personal Data by law, court of law, or as requested by a governmental or law enforcement authority,we may do so. • We may pass your Personal Data or details of your use of the web site to other companies within the Xylem group of companies, • We may share information as necessary to prevent fraud or other illegal activities, such as willful attacks on Xylem's information technology systems,and as necessary to establish or preserve a legal claim or defense. • Xylem does not sell to third parties any Personal Data derived from a visitor's visit to or use of a Xylem Site except as part of the sale of a subsidiary or of all or substantially all of the assets of an operating division, which subsidiary or division collected or uses such information in the ordinary course of business. • Xylem takes appropriate steps to keep Personal Data confidential and only discloses this information to personnel in a Xylem firm or a third party that needs to have access to the information for legitimate business purposes. We may make your information available to our distributors,sales representatives or other business affiliates so that they may respond to a visitor's inquiry or provide information about our own or related goods or services that we believe support your business needs. LINKS TO THIRD-PARTY WEBSITES Occasionally, Xylem Sites may provide links to the web sites of our distributors, sales representatives or other business affiliates. In these situations, we are not responsible for the content or privacy practices they employ and encourage you to read their own privacy disclosures. HOW THE COMPANY STORES, TRANSFERS, OR PROCESSES YOUR PERSONAL DATA ACROSS BORDER As permitted by applicable law, Xylem may transmit the Personal Data we collect on Xylem Sites to representatives, global affiliates, and service providers in the United States or other countries where we do business that are outside your home country, and have different standards of data protection than your home country. We provide appropriate protections for cross-border transfers as required by law, including information transferred to third parties. With respect to such transfers from the European Economic Area ("EEA")to the United States and other non-EEAjurisdictions, we may rely on European Union ("EU") Model Clauses and Binding Corporate Rules and/or the need to process your information in order to provide the requested services (e.g., performance of a contract) to transfer your Personal Data. As permitted by applicable law, you may request details about the suitable safeguards we have in place by contacting us as described below. YOUR RIGHTS As permitted by applicable law, you may have the right to obtain confirmation of the existence of certain Personal Data relating to you, to verify its content, origin, and accuracy, as well as the right to access, review, port, delete, or to block or withdraw consent to the processing of certain Personal Data (without affecting the lawfulness of processing based on consent before its withdrawal), by contacting us at datasubject.requests .xyleminc.com Please note that we may need to retain certain Personal Data as required or permitted by applicable law. YOUR CHOICES You have the following choices regarding our use and disclosure of your Personal Data: Confidential I Page 14 of 15 • Marketing Communications.If you no longer wish to receive any marketing communications,remain on a mailing list to which you previously subscribed or receive any other communication from Xylem, please follow the unsubscribe link in the relevant communications or contact ususing the link below. • Cookies and Similar Technologies.Please review your browser or computer settings forcertain cookies and see above to exercise certain choices regarding cookies. HOW THE COMPANY RETAINS YOUR PERSONAL DATA • Xylem only retains your Personal Data for the minimum amount of time necessary to accomplish the purpose for which it was collected. HOW THE COMPANY PROTECTS THE SECURITY OF YOUR INFORMATION Xylem uses industry-standard encryption technologies when transferring and receiving data exchanged with our site. We have appropriate security measures in place in our physical facilities to protect against loss, misuse or alteration of information that we have collected from you at our site. We also employ reasonable technologies to keep the Personal Data you provide on Xylem Sites secure. Xylem maintains a Data Security Incident Response Plan that would provide notification as required by applicable law in the event of an unlawful or unauthorized disclosure of personal data. CHANGES TO OUR PRIVACY STATEMENT Xylem may update this Privacy Statement from time to time as our business (e.g. merger/acquisition) and services change, or as required by law. The effective date of our Privacy Statement is posted above, and we encourage you to visit our Sites periodically to stay informed about Xylem's privacy practices. We will post the updated version of the Privacy Statement on our Site, and ask for your consent to the changes if legally required to do so. HOW YOU CAN CONTACT US • If you have any questions regarding this Privacy Statement or our privacy practices in general,please contact our Director of Global Trade and Data Privacy Compliance with any concerns or inquiries via phone at+1-914-323-5700 or via email at data.privacy@xyleminc.corn • You may also have a right to lodge a complaint with a supervisory authority. Rev 1 January 2, 2020 Confidential I Page 15 of 15