HomeMy WebLinkAbout 17-08 - Approving Sensus ContractRESOLUTION NO.
A RESOLUTION APPROVING AN ADVANCED METERING INFRASTRUCTURE
AGREEMENT WITH SENSUS USA INC.
WHEREAS, the Town of Firestone desires to license, install and implement software for
Town water metering operations; and
WHEREAS, an advanced metering infrastructure agreement for such software and
related services have been proposed between the Town and Sensus USA Inc.; and
WHEREAS, the Board of Trustees has determined that the advanced metering
infrastructure agreement is in the best interests of the Town and its citizens and desires to enter
into such agreement;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE
TOWN OF FIRESTONE, COLORADO.
Section 1. The proposed Advanced Metering Infrastructure Agreement
("Agreement") between the Town of Firestone and Sensus USA Inc. is hereby approved in
essentially the same form as the copy of such Agreement accompanying this resolution.
Section 2. The Mayor is hereby authorized to execute the Agreement, except that the
Mayor and Town Manager are hereby further granted the authority to negotiate and approve such
revisions to said Agreement as the Mayor and Town Manager determines are necessary or
desirable for the protection of the Town, so long as the essential terms and conditions of the
Agreement are not altered.
INTRODUCED, READ AND ADOPTED this day of , 2017.
'own Clerlc
1
TOWN OF FIlZESTONE, COLORADO
Paul Sorensen,
Advanced Metering Infrastructure (AMI) Agreement
between
Town of Firestone
("Customer")
and
Sensus USA Inc.
("Sensus")
IN WITNESS WHEREOF, the parties have caused this AMI Agreement ("Agreement") to be executed by their duly
authorized representatives as of the day and year written below. The date of the last party to sign is the "Effective Date."
This Agreement shall commence on the Effective Date and continue for: 5 Years ("Initial Term"). At the end of the Initial
Term, this Agreement shall automatically renew for an additional term of 5 years ("Renewal Term"). The "Term" shall refer to
both the Initial Term and the Renewal Term, The Term is subject to all provisions hereof regarding expiration, termination
and annual appropriation.
Sensus USA Inc.
By:
Name:
Title:
Date:
Customer: Town of Firestone,
a Colorado municipal corporation
By:
Paul Sorensen, Mayor
Date:
ATTEST:
By:
Larissa Medina, Town Clerk
Contents of this Agreement:
AMI Agreement
Exhibit A Software
Exhibit B Technical Support
CONFIDENTIAL I Page 1 of 11
AMI Agreement
1. Equipment,
A. Purchase of Equipment. Customer shall purchase all Field Devices, RF Field Equipment, and other goods (collectively, "Equipment") from Sensus'
authorized distributor pursuant to the terms and conditions (including any warranties on such Equipment) agreed by Customer and Sensus' authorized
distributor. This Agreement shall not affect any terms and conditions, including any warranty terms, agreed by Customer and Sensus' authorized distributor. If
Customer elects to purchase any equipment or services directly from Sensus, or if Customer pays any fees or other costs to Sensus, then Sensus' Terms of
Sale shall apply. The "Terms of Sale" are available at: http://na.sensus.comfTC/TermsConditions.pdf, or 1-800-METER-IT.
B. THERE ARE NO WARRANTIES IN THIS AGREEMENT, EXPRESS OR IMPLIED. SENSUS EXPRESSLY DISCLAIMS ANY AND ALL
REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER IN
CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE,
MERCHANTABILITY, AND TITLE.
2. Services.
A. Installation of Equipment. Installation services will be as agreed between the Customer and Sensus' authorized distributor. Sensus will not provide
installation services pursuant to this Agreement.
B. Software Implementation. Sensus shall install and configure the Software on the Server Hardware.
C. IT Systems Integration Services. Integration of the Software into Customers new or existing internal IT systems is not included in this Agreement. Any
integration work shall be subject to a separate agreement which describes the scope and pricing for such work.
D. Technical Support. Sensus shall provide Customer the technical support set forth in Exhibit B.
E. Project Management. Project management of the AMI System is not included in this Agreement. Any project management shall be subject to a separate
agreement which describes the scope and pricing for such work.
F. Training. Training on the use of the AMI System is not included in this Agreement. Any training shall be subject to a separate agreement which describes the
scope and pricing for such work.
3. Software.
A. Software as a Service (SaaS). Sensus shall provide Customer with Software as a Service, as defined in Exhibit A, only so long as Customer is current in its
payments for such services.
B. UCITA. To the maximum extent permitted by law, the Parties agree that the Uniform Computer Information Transaction Act as enacted by any state shall not
apply, in whole or in part, to this Agreement.
4. Spectrum
A. Spectrum Lease. The parties previously entered into the FCC Notification for Spectrum Manager Lease Ownership Disclosure Information and Spectrum
Lease Agreement on 9/23/2015 (the "Spectrum Lease"), which is hereby specifically incorporated by reference.
5. General Terms and Conditions.
A. Intentionally Omitted
B. Limitation of Liability.
i. Sensus' aggregate liability in any and all causes of action arising under, out of or in relation to this Agreement, its negotiation, performance, breach or
termination (collectively "Causes of Action") shall not exceed the greater of three times the total amount paid by Customer directly 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 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 (iii) manual meter read costs and
expenses; nor (iv) damages arising from maincase or bottom plate breakage caused by freezing temperatures, water hammer conditions, or excessive
water pressure. The limitations on liability set forth in this Agreement are fundamental inducements to Sensus entering into this Agreement. They apply
unconditionally and in all respects. They are to be interpreted broadly so as to give Sensus the maximum protection permitted under law.
ii. To the maximum extent permitted by law, no Cause of Action may be instituted by Customer against Sensus more than TWELVE (12) MONTHS after
the Cause of Action first arose. In the calculation of any damages in any Cause of Action, no damages incurred more than TWELVE (12) MONTHS prior
to the filing of the Cause of Action shall be recoverable.
C. Termination. Either party may terminate this Agreement earlier if the other party commits a material breach of this Agreement and such material breach is not
cured within forty-five (45) days of written notice by the other party. Upon any expiration or termination of this Agreement, Sensus' and Customers obligations
hereunder shall cease and the software as a service and Spectrum Lease shall immediately cease.
D. Force Majeure. If either party becomes unable, either wholly or in part, by an event of Force Majeure, to fulfill its obligations under this Agreement, the
obligations affected by the event of Force Majeure will be suspended during the continuance of that inability. The party affected by the force majeure will take
reasonable steps to mitigate the Force Majeure.
E. Intellectual Property, No Intellectual Property is assigned to Customer hereunder. Sensus shall own or continue to own all Intellectual Property used,
created, and/or derived in the course of performing this Agreement. To the extent, if any, that any ownership interest in and to such Intellectual Property does
not automatically vest in Sensus by virtue of this Agreement or otherwise, and instead vests in Customer, Customer agrees to grant and assign and hereby
does grant and assign to Sensus all right, title, and interest that Customer may have in and to such Intellectual Property. Customer agrees not to reverse
engineer any Equipment purchased or provided hereunder.
i. Sensus will defend, 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 by a third party which alleges that the AMI System provided hereunder infringes upon the patents or
copyrights of such third party, provided Customer (i) notifies Sensus in writing within fourteen (14) days of receiving the claim; (ii) gives Sensus sole
control over its defense or setitiment, including the right to select counsel; and (iii) provides Sensus with reasonable assistance, cooperation, and
information in defending the claim at Sensus' expense. Further, Sensus shall have no liability hereunder if such claim is related to; (i) any change,
modification or alteration made to the AMI System by Customer or a third party, (ii) use of the AMI System in combination with any goods or services
not provided by Sensus hereunder, (iii) Customers 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 AMI System other than for the Permitted Use. Sensus' liability for damages and expenses
arising out of an infringement claim under this provision, whether based on theory of contract or tort, including negligence and strict liability, shall not be
CONFIDENTIAL � Page 2 of 11
limited to the amount paid by Customer directly to Sensus. If, as a result of an infringement or misappropriation claim, Customers use of the AMI
System is enjoined by a court of competent jurisdiction or, if in the reasonable opinion of Sensus, the AMI System is likely to become the subject of an
infringement claim, Sensus may in its sole discretion and expense, either (i) procure the right to continue the use of the AM[ System, or (ii) modify or
replace the AM] System to make it non -infringing. THIS SECTION STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND SENSUS' ENTIRE
LIABILITY FOR ANY CLAIM OF INFRINGEMENT,
F. Confidentiality. Both parties shall (and shall cause their employees and contractors to) keep all Confidential Information strictly confidential and shall not
disclose it to any third party, except to the extent reasonably required to perform and enforce this Agreement or as required under applicable law, court order
or regulation. The Confidential Information may be transmitted orally, in writing, electronically or otherwise observed by either party. Notwithstanding the
foregoing, "Confidential Information" shall not include; (i) any information that is in the public domain other than due to Recipient's breach of this Agreement; (ii)
any information in the possession of the Recipient without restriction prior to disclosure by the Discloser; or (iii) any information independently developed by
the Recipient without reliance on the information disclosed hereunder by the Discloser. "Discloser' means either party that discloses Confidential Information,
and "Recipient" means either party that receives it.
G. Compliance with Laws. Customer shall comply with all applicable country, federal, state, and local laws and regulations, as set forth at the time of
acceptance and as may be amended, changed, or supplemented. Customer shall not take any action, or permit the taking of any action by a third party, which
may render Sensus liable for a violation of applicable laws.
i. Export Control Laws. Customer shall; (i) comply with all applicable U.S. and local laws and regulations governing the use, export, import, re-export,
and transfer of products, technology, and services; and (ii) obtain all required authorizations, permits, and licenses. Customer shall immediately notify
Sensus, and immediately cease all activities with regards to the applicable transaction, if the Customer knows or has a reasonable suspicion that the
equipment, software, or services provided hereunder may be directed to countries in violation of any export control laws. By ordering equipment,
software or services, Customer certifies that it is not on any U.S. government export exclusion list
ii. Anti•Corruption Laws. Customer shall comply with the United States Foreign Corrupt Practices Act (FCPA), 15 U.S.C. §§ 78dd-1, et seq., laws and
regulations implementing the OECD's Convention on Combating Bribery of Foreign Public Officials in International Business Transactions; the U.N.
Convention Against Corruption; the Inter -American Convention Against Corruption; and any other applicable laws and regulations relating to anti-
corruption in the Customer's county or any country where performance of this Agreement, or delivery or use of equipment, software or services will
occur.
H. Non•Waiver of Rights. A waiver by either party of any breach of this Agreement or the failure or delay of either party to enforce any of the articles or other
provisions of this Agreement will not in any way affect, limit or waive that party's right to enforce and compel strict compliance with the same or other articles or
provisions.
I. Assignment and Subcontracting. Either party may assign, transfer or delegate this Agreement without requiring the other party's consent; (i) to an Affiliate;
(ii) as part of a merger; or (iii) to a purchaser of all or substantially all of its assets. Apart from the foregoing, neither party may assign, transfer or delegate this
Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld. Furthermore, Customer acknowledges Sensus
may use subcontractors to perform RF Field Equipment installation, the systems integration work (if applicable), or project management (if applicable), without
requiring Customers consent.
J. Amendments. No alteration, amendment, or other modification shall be binding unless in writing and signed by both Customer and by a vice president (or
higher) of Sensus.
K. Governing Law and Dispute Resolution, This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of
Colorado. Any and all disputes arising under, out of, or in relation to this Agreement, its negotiation, performance or termination ("Disputes') shall first be
resolved by the Parties attempting mediation in Colorado. If the Dispute is not resolved within sixty (60) days of the commencement of the mediation, it shall
be litigated in the state or federal courts located in Colorado. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES AGREE TO A BENCH
TRIAL AND THAT THERE SHALL BE NO JURY IN ANY DISPUTES.
L. Restriction on Discovery. The Parties acknowledge the abundance of documents, data, and other information stored in an electronic manner and the time
and costs associated with retrieving relevant electronic data from the Parties during the Discovery portion of a claim. Accordingly, the Parties shall utilize only
printed or hard -copy documents, data, and other information in Discovery and shall not use or request electronic or e-Discovery methods for any claim,
demand, arbitration or litigation subject to this Agreement. All relevant and unprivileged printed or hard -copy materials shall be subject to Discovery, but
neither Party has an obligation to maintain printed or hard -copy files in anticipation of a claim, demand, litigation, or arbitration proceeding.
M. Survival. The provisions of this Agreement that are applicable to circumstances arising after its termination or expiration shall survive such termination or
expiration.
N. Severability. In the event any provision of this Agreement is held to be void, unlawful or otherwise unenforceable, that provision will be severed from the
remainder of the Agreement and replaced automatically by a provision containing terms as nearly like the void, unlawful, or unenforceable provision as
possible; and the Agreement, as so modified, will continue to be in full force and effect.
0. Four Corners. This written Agreement, including all of its exhibits, 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.
O. Subject to Annual Appropriation. Customer's obligation to make payments under this Agreement is from year to year only, and payments by the Customer
for future fiscal years are subject to annual budgeting and appropriation in the sole and absolute discretion of the Board of Trustees of the Town of Firestone.
Nothing in the Agreement shall be deemed or construed as creating a multiple fiscal year obligation on the part of the Customer within the meaning of
Colorado Constiuttion, Article X, Section 20, and the Customer's obligations under the Agreement are expressly conditioned upon annual appropriation by the
Board of Trustees.
R. No Third Party Beneficiaries. It is expressly understood and agreed that enforcement of the terms and conditions of this Agreement, and all rights of action
relating to such enforcement, shall be strictly reserved to Senus and Customer, and nothing contained in this Agreement shall give or allow any such claim or
CONFIDENTIAL � Page 3 of 11
right of action by any other third party on such Agreement. It is the express intention of the parties that any person other than Sensus or Customer receiving
services or benefits under this Agreement shall be deemed to be an incidental beneficiary only.
S. Colorado Governmental Immunity Act. The parties understand and agree that the Custumer is relying on, and does not waive or intend to waive by any
provision of this Agreement, the monetary limitations (presently $350,000 per person and $990,000 per occurrence) or any other rights, immunities, and
protections provided by the Colorado Governmental Immunity Act, § 24-10-101 et se . 10 C.R.S., as from time to time amended, or otherwise available to the
Custumer, its officers, or its employees.
6. Definitions. As used in this Agreement, the following terms shall have the following meanings:
A. "Affiliate" of a party means any other entity controlling, controlled by, or under common control with such party, where "contror 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. "AMI System" identifies the Sensus FlexNet Advanced Meter Infrastructure System comprised of the SmartPoint Modules, RF Field Equipment, Server Hardware,
software licenses, FCC licenses, and other equipment provided to Customer hereunder. The AMI System only includes the foregoing, as provided by Sensus. The AMI
System does not include goods, equipment, software, licenses or rights provided by a third party or parties to this Agreement.
C. °Confidential Information° means any and all non-public information of either party, including the terms of this agreement, all technical information about either party's
products or services, pricing information, marketing and marketing plans, Customer's End Users' data, AMI System performance, AMI System architecture and design,
AMI System software, other business and financial information of either party, and all trade secrets of either party.
D. 'Echo Transceiver" identifies the Sensus standalone, mounted relay device that takes the radio frequency readings from the SmartPoint Modules and relays them by
radio frequency to the relevant FlexNet Base Station.
E. "End User° means any end user of electricity, water, and/or gas (as applicable) that pays Customer for the consumption of electricity, water, and/or gas, as applicable.
F. 'Field Devices" means the meters and SmadPoint Modules.
G. °FlexNet Base Station" identifies the Sensus manufactured device consisting of one transceiver, to be located on a tower that receives readings from the SmafPoint
Modules (either directly or via an Echo Transceiver) by radio frequency and passes those readings to the RNI by TCP/IP backhaul communicafion. For clarity, FlexNet
Base Stations include Metro Base Stations.
H. 'Force Majeure" means an event beyond a parly's reasonable control, including, without limitation, acts of God, hurricane, flood, volcano, tsunami, tomado, storm,
tempest, mudslide, vandalism, illegal or unauthorized radio frequency interference, strikes, lockouts, or other industrial disturbances, unavailability of component parts of
any goods provided hereunder, acts of public enemies, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, restraints or prohibitions by any court, board,
department, commission or agency of the United States or any States, any arrests and restraints, civil disturbances and explosion.
I. °Hosted Software" means those items listed as an Application in Exhibit A.
J. 7WOut Costs" means any costs and expenses incurred by Customer in transporting goods between its warehouse and its End User's premises and any costs and
expenses incurred by Customer in installing, uninstalling and removing goods.
K. °Intellectual Property" means patents and patent applications, inventions (whether patentable or not), trademarks, service marks, trade dress, copyrights, trade secrets,
know-how, data rights, specifications, drawings, designs, maskwork rights, moral rights, author's rights, and other intellectual property rights, including any derivations
and/or derivative works, as may exist now or hereafter come into existence, and all renewals and extensions thereof, regardless of whether any of such rights arise under
the laws of the United States or of any other state, country orjudsdiction, any registrations or applications thereof, and all goodwill pertinent thereto.
L. "LCM' identfes the load control modules.
M. "Ongoing Fee" means the annual or monthly fees, as applicable, to be paid by Customer to Sensus' authorized distributor during the Term of this Agreement.
N. 'Patches' means patches or other maintenance releases of the Software that correct processing errors and other faults and defects found previous versions of the
Software. For clarity, Patches are not Updates or Upgrades.
0. 'Permitted Use" means only for reading and analyzing data from Customer's Field Devices in the Service Territory. The Permitted Use does not include reading third
party meters or reading meters outside the Service Territory.
P. 'Release" means both Updates and Upgrades.
Q. 'Remote Transceiver" identifies the Sensus standalone, mounted relay device that takes the radio frequency readings from the SmarlPoint Modules and relays them
directly to the RNI by TCP/IP backhaul communication.
R. "RFField Equipment' means, collectively, FlexNet Base Stations, Echo Transceivers and Remote Transceivers.
S. "RNI' 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 SmafPoint Modules. The RNI hardware specifications Wit 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 provides electricity, water, and/or gas (as applicable) services to End Users as of the Effective Date.
This area Wil be described on the propagation study in the parties' Spectrum Lease filing with the FCC .
V. 'Server Hardware" means the RNI hardware.
W. "SmartPointTll Modules" identifies the Sensus transmission devices installed on devices such as meters, distribution automation equipment and demand/response
devices located at Customer's End Users' premises that take the readings of the meters and transmit those readings by radio frequency to the relevant FlexNet Base
Station, Remote Transceiver or Echo Transceiver.
X. °Software° means all the Sensus proprietary software provided pursuant to this Agreement, and any Patches, Updates, and Upgrades that are provided to Customer
pursuant to the terms of this Agreement. The Software does not include any third party software.
Y. °TouchCoupler Unif identifies an inductive coupler connection from a water register to the SmartPoint Module.
Z. "Updates" means releases of the Software that constitute a minor improvement in functionality.
AA. 'Upgrades' means releases of the Software which constitute a significant improvement in functionality or architecture of the Software.
BB. "WAN Backhaur' means the communication link between FlexNet Base Stations and Remote Transceivers and RNI.
CONFIDENTIAL I Page 4 of 11
Exhibit A
Software
Software as a Service
Description of Services
This exhibit contains the details of the Software as a Service that Sensus shall provide to Customer if both; (i) pricing for the application of Software as a Service has
been provided to the Customer; and (ii) the Customer is current in its payments for such application of Software as a Service.
A. Software as a Service Generally.
Software as a Service is a managed service in which Sensus will be responsible for the day-to-day monitoring, maintenance, management, and supporting of
Customer's software applications. In a Software as a Service solution, Sensus owns all components of the solution (server hardware, storage, network
equipment, Sensus software, and all third -party software) required to run and operate the application. These software applications consist of the following (each
an "Aoplication" ):
• Regional Network Interface (RNI) Software
• Sensus Analytics
o Enhanced Package
The managed application systems consist of the hardware, Sensus Software, and other third -party software that is required to operate the software applications.
Each Application will have a production, and Disaster Recovery (as described below) environment. Test environments are not provided unless otherwise
specifically agreed by Sensus in writing. Sensus will manage the Applications by providing 24 x 7 x 365 monitoring of the availability and performance of the
Applications.
Be Usage License. Subject to all the terms and conditions of this Agreement, Sensus hereby gives Customer a license under Sensus' intellectual property rights to
use the Sensus Applications for the Permitted Use for so long as Customer is current in its payments for the Applications ("Usage License"). This Usage
License shall commence on the Effective Date and shall terminate upon the earlier of; (i) the expiration or termination of this Agreement for any reason; (ii) if
Customer uses the Applications provided hereunder other than for the Permitted Use; and (iii) the Application is terminated as set forth below.
C. Termination of Software as a Service. Customer shall have the option at any time after full deployment but before the end of the Term to terminate any
Application by giving Sensus one hundred twenty (120) days prior written notice. Such notice, once delivered to Sensus, is irrevocable. Should Customer elect
to terminate any Application, Customer acknowledges that; (a) Customer shall pay all applicable fees, including any unpaid Software as a Service fees; and (b)
Software as a Service for such Application shall immediately cease. If Customer elects to terminate the RNI Application in the Software as a Service environment
but does not terminate the Agreement generally, then upon delivery of the notice to Sensus, Customer shall purchase the necessary (a) RNI hardware and (b)
RNI software license, each at Sensus' then -current pricing. No portion of the Software as a Service fees shall be applied to the purchase of the RNI hardware or
software license.
D. "Software as a Service" means only the following services:
i. Sensus will provide the use of required hardware, located at Sensus' or a third-party's data center facility (as determined by Sensus), that is necessary
to operate the Application.
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 247 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.
vie Database management. Sensus will:
a. Define data retention plan and policy.
b. Monitor space and capacity requirements.
c. Respond to database alarms and notifications.
d. Install database software upgrades and patches.
e. Perform routine database maintenance and cleanup of database to improve capacity and performance, such as rebuilding indexes, updating
indexes, consistency checks, run SQL query/agent jobs, etc.
vii. Incident and Problem Management. Sensus will:
a. Proactively monitor managed systems (24x7x365) for key events and thresholds to proactively detect and identify incidents.
b. Respond to incidents and problems that may occur to the Application(s).
c. Maintain policies and procedures for responding to incidents and performing root cause analysis for ongoing problems.
d. Correlate incidents and problems where applicable.
e. Sensus personnel will use the Salesforce Self Service Portal to document and track incidents.
f. in the event that a Sensus personnel is unable to resolve an issue, the issue will be escalated to the appropriate Subject Matter Expert
(SME).
g. Maintain responsibility for managing incident and problems through resolution and will coordinate with Customer's personnel and/or any
required third -party vendor to resolve the issue.
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Security Standards.
b. Perform active intrusion prevention and detection of the data center network and firewalls, and monitor logs and alerts.
c. Conduct period penetration testing of the network and data center facilities.
d. Conduct monthly vulnerability scanning by both internal staff and external vendors.
e. Perform Anti -Virus and Malware patch management on all systems.
f. Install updates to virus protection software and related files (including Virus signature files and similar files) on all servers from the update
being generally available from the anti -virus software provider.
g. Respond to any potential threat found on the system and work to eliminate Virus or Malware found.
h. Sensus adheres to and submits certification to NERC/CIP Cyber Security standards.
i. Sensus actively participates/monitors industry regulation/standards regarding security — NERC, FERC, NIST, OpenSG, etc, through the
dedicated Sensus Security team.
j. Provide secure web portal access (SSL) to the Application(s).
ix. Backup and Disaster Recovery Management. Sensus will:
a. Perform daily backups of data providing one (1) year of history for auditing and restoration purposes.
b. Back-up and store data (on tapes or other storage media as appropriate) off -site to provide protection against disasters and to meet file
recovery needs.
c. Conduct incremental and full back-ups to capture data, and changes to data, on the Application(s).
d. Sensus will replicate the 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 DR environment within forty-eight (48) hours of declared event.
f. Generate a report following each and any disaster measuring performance against the disaster recovery plan and identification of problem
areas and plans for resolution.
g. Maintain a disaster recovery plan. In the event of a disaster, Sensus shall provide the services in accordance with the disaster recovery plan.
h. In the case of a disaster and loss of access to or use of the Application, Sensus would use commercially reasonable efforts per the Recovery
Time Objectives and Recovery Point Objectives specified herein to restore operations at the same location or at a backup location within
forty-eight (48) hours.
1. The Application shall have a Recovery Time Objective (RTO) of forty-eight (48) hours.
j. The Recovery Point Objective (RPO) shall be a full recovery of the Application(s), with an RPO of one (1) hours, using no more than a twenty-
four (24) hour old backup. All meter -related data shall be pushed from each Base Station[TGB restoring the database to real-time minus
external interfaced systems from the day prior.
k. Data from external interfaced systems shall be recreated within a forty-eight (48) hour period with the assistance of Customer personnel and
staff, as needed.
E. Customer Responsibilities:
i. Coordinate and schedule any changes submitted by Sensus to the system in accordance with standard configuration and change management
procedures.
ii. Participate in all required configuration and change management procedures.
Hi. Customer will log incidents related to the managed Application with Sensus personnel via email, web portal ticket entry, or phone call.
iv. Responsible for periodic processing of accounts or readings (Le. 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, Echo Transceivers, Remote Transceivers or other field network equipment.
vii. Responsible for local area network configuration, management, and support.
viii. Identify and research problems with meter reads and meter read performance.
ix. Create and manage user accounts.
x. Customize application configurations.
A. Support application users.
Al. 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.
II. Further Agreements
A. System Uptime Rate
i. Sensus (or its contractor) shall manage and maintain the Applications) on computers owned or controlled by Sensus (or its contractors) and shall
provide Customer access to the managed Application(s) via internal 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
i. Calculations
a. "Targeted Minutes of Operation" or "TMO" means total minutes cumulative across all Applications in the applicable month ("Month")
minus the Scheduled Downtime in the Month.
CONFIDENTIAL I Page 6 of 11
b. "Scheduled Downtime" means the number of minutes during the Month, as measured by Sensus, in which access to any Application is
scheduled to be unavailable for use by Customer due to planned system maintenance. Sensus shall provide Customer notice (via email or
otherwise) at least seven (7) days in advance of commencement of the Scheduled Downtime.
c. "Non -Scheduled Downtime" means the number of minutes during the Month, as measured by Sensus, in which access to any Application is
unavailable for use by Customer due to reasons other than Scheduled Downtime or the Exceptions, as defined below (e.g., due to a need for
unplanned maintenance or repair).
ii. Exceptions. "Exceptions" mean the following events:
a. Force Majeure;
b. Emergency Work, as defined below; and
c. Lack of Internet Availability, as described below.
i. Emergency Work. In the event that Force Majeure, emergencies, dangerous conditions or other exceptional circumstances arise or continue during
TMO, Sensus shall be entitled to take any actions that Sensus, in good faith, determines is necessary or advisable to prevent, remedy, mitigate, or
otherwise address actual or potential harm, interruption, loss, threat, security or like concern to any of the Application(s) ("Emergency Work'). Such
Emergency Work may include, but is not limited to: analysis, testing, repair, maintenance, re -setting and other servicing of the hardware, cabling,
networks, software and other devices, materials and systems through which access to and/or use of the Application(s) by the Customer is made
available (the "Managed Systems"). Sensus shall endeavor to provide advance notice of such Emergency Work to Customer when practicable and
possible.
ii. Lack of Internet Availability. Sensus shall not be responsible for any deterioration of performance attributable to latencies in the public 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.
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 Customer's access to or use of the Application(s).
iii. The provisioning, compatibility, operation, security, support, and maintenance of Customers hardware and software ("Customer's Systems") is
exclusively the responsibility of Customer. Customer is also responsible, in particular, for correctly configuring and maintaining (i) the desktop
environment used by Customer to access the Application(s) managed by Sensus; and (ii) Customer's network router and firewall, if applicable, to allow
data to flow between the Customer's Systems and Sensus' Managed Systems in a secure manner via the public Internet.
iv. Upon receiving the system administrator account from Sensus, Customer shall create username and passwords for each of Customers authorized
users and complete the applicable Sensus registration process ("Authorized Users"). Such usernames and passwords will allow Authorized Users to
access the Application(s). Customer shall be solely responsible for maintaining the security and confidentiality of each user ID and password pair
associated with Customers account, and Sensus will not be liable for any loss, damage or liability arising from Customer's account or any user ID and
password pairs associated with Customer. Customer is fully responsible for all acts and omissions that occur through the use of 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
Customer's account or any user ID and password pairs at any time; (ii) to notify Sensus immediately of any actual or suspected unauthorized use of
Customer's account or any of such user ID and password pairs, or any other breach or suspected breach of security, restricted use or confidentiality;
and (iii) to take the Sensus-recommended steps to log out from and otherwise exit the Application(s) and Managed Systems at the end of each session.
Customer agrees that Sensus shall be entitled to rely, without inquiry, on the validity of the user accessing the Application(s) application through
Customer's account, account ID, usemames or passwords.
v. Customer shall be responsible for the day-to-day operations of the Application(s) and AMI System. This includes, without limitation, (i) researching
problems with meter reads and system performance, (ii) creating and managing user accounts, (iii) customizing application configurations, (iv)
supporting application users, (v) investigating application operational issues, (vi) responding to alarms and notifications, and (vii) performing over -the -air
commands (such as firmware updates or configuration changes).
III. Sensus Analytics
A. Essential Package, The Essential Package of the Sensus Analytics Application shall consist of the following modules:
i. Device Access
a. Allows search for meter details by using data imported from the Billing system or the Sensus Device ID or AMI ID.
b. Allows a view of the meter interval or register reads.
c. Meter data is available to be copied, printed, or saved to certain user programs or file formats, specifically CSV, PDF, and Spreadsheet.
d. Allows the current and historical data to be viewed.
e. Allows the current usage to be compared to historical distribution averages.
f. Allows the user to see the meter location on a map view.
g. Allows notifications for an event on a single meter to be forwarded to a Customer employee.
h. Allows details to be viewed about a meter — (dependent on the data integrated from other systems).
ii. Meter Insight (provides the following)
CONFIDENTIAL � Page 7 of 11
a. # of active meters.
b. # of orphaned meters with drill down to the list of meters.
c. # of inactive meters with drill down to the list of meters.
d. # of stale meters with drill down to the list of meters.
e. # of almost stale meters with drill down to the list of meters.
f. # of meters where no read is available with drill down to the list of meters.
g. # of meters with high threshold exceptions with drill down to the list of meters.
h. # of unknown radios with drill down to the list of meters.
iii. Report Access
a. Allows the user to see meter alarms and choose a report from a list of standard reports.
b. Master Route Register Reads: Shows the latest reads for all meters within specified time window.
c. Meter Route Intervals Reads: Allows users to inspect intervals of a single meter over a period of time.
d. Master Route No Readings: List all meters that are active in the system, but have not been sending reads within the specified time window.
e. Consumption Report: List meters' consumption based on meter readings within the specified time window.
f. Zero Consumption for Period: List meters whose readings do not change over a period of time.
g. Negative Consumption: Shows the number of occurrences and readings of negative consumption for the last 24hr, 48hr and 72hr from the
entered roll up date.
h. High Low Exception Report: Displays meters whose reads exceed minimum or/and maximum threshold, within a time range.
i. Consumption vs Previous Reported Read: Compares latest reading (from RNI) with last known read received from CIS.
j. Consumption Exception 24 hour Report: This report shows meters that satisfy these two conditions: (1) The daily average consumptions
exceed entered "daily consumption threshold;" (2) The number of days when daily thresholds are exceeded are greater than the entered "
exception per day threshold."
k. Endpoint Details: Shows the current state of meters that are created within the specified time range.
I. Orphaned Meters: List meters that are marked as 'orphaned', which are created as of entered "Created as of parameter.
m. Billing Request Mismatch: Displays meters in a billing request that have different AMR id with the ones sent by RNI. it also shows AMR id in
billing request that have different meter Id in the RNI.
n. Users need to enter which billing request file prior to running the report.
o. Alarms Report: List all alarms occurred during a time window. Users can select which alarm to show.
iv. Billing Access
a. Initiate the creation of billing export files formatted to the import needs of the billing system.
b. Receive billing request files from the billing system to identify what meters to include in the billing export file in the case where billing request
file option is used.
c. Provides a repository of past billing files that were either used for billing preparation or actually send to the billing system.
d. Will store created billing files for a period of three years unless otherwise denoted.
e. The system will allow creation of test files before export to the billing system.
v. Billing Adaptor
a. The underlying configurator and tools mapping the extraction of billing data to enable integration to the utility's billing system.
vi. Data Store
a. Allows storage of meter reading data including Intervals, Registers, and Alarms to be stored.
b. Stored data is available online for reports and analysis.
c. Data will be retained for 3 years. Additional duration can be purchased.
B. Enhanced Package. The Enhanced Package shall consist of the modules listed above in the Essential Package, as well as the following additional modules:
i. Alarm Dashboard
a. Allows the user to summarize and filter alarms by a date range.
b. Allows the user to review all alarm types on a single screen.
c. The user can filter out the alarms not wanted on the screen.
d. Alarm totals can be visualized.
e. Adds a view of trending alarms over time.
f. Click to drill down on an alarm to gain more information on specific events.
g. Click to analyze a specific event on a particular device.
ii. Alarm Console
a. Follow real time monitors of the alarms coming from Customer's meters.
b. Provides a single view for all alarms across the entire network.
c. Allows the user to view trending of each alarm over time.
iii. Alert Manager
a. Allows creation of alert groups who will be notified when an alarm occurs.
b. Users can manage alert groups by adding and removing group members.
c. Allows selection of notification method for how end users in the group will be notified; email or SMS (text message).
d. Allows creation of an alert from the available system events from smart points and assign to a group.
e. Monitors the systems meters for events. When an event is triggered, all users in the group will be notified.
D. Integration of Sensus Analytics. Sensus shall provide integration support services to Customer only to the extent specifically provided below:
i. Sensus shall provide Customer with a simple flat file specification known as VFlex for the integration of the Customers back office system to the
Sensus Analytics modules. This flat file may be delimited or fixed width. This specification allows Customer to transmit each day or as needed: the
devices and end users in the system, end user status, end user account information, end user name, and other end user details. When sent to the
Sensus FTP servers, this file exchange will enable the system to become operational with the Customers systems. Customer shall produce this file
and transmit it to the FTP location designated by Sensus. Sensus will provide reasonable support to explain to Customer the required vs. optional fields
that are in the specification, testing and validation of the file format and content.
a. In scope of the included integration efforts is the mapping the Customer's fields to the VFIex specification.
b. Out of scope and subject to additional charges will be the transformation of data where business logic including code must be written to
modify the field content or format of the data to meet the VFlex specification.
!is Sensus' integration services consists of four (4) hours of assistance (remote or on -site, as determined by Sensus). If additional time is needed to
complete the integration efforts, Sensus shall invoice Customer for additional fees on an actual time and materials basis.
CONFIDENTIAL � Page 8 of 11
If an item is not listed in subparagraphs (i) or (ii) above, such item is excluded from the integration of Sensus Analytics Support and is
subject to additional pricing.
E. Data Import. The Sensus Analytics Application contains adapters for the import of data from; (a) Customers FlexNet AMI System; and/or (b) AutoRead
application for handheld and drive by systems, as applicable.
F. Customer Acknowledgements.
i. Customer acknowledges that the Sensus Analytics Application provides up to fifty (50) user logins for Customers use.
ii. Customer acknowledges and agrees the Sensus Analytics Application is based upon the actual number of End Users within Customers Service
Territory. Pricing may increase if Customers Service Territory or actual number of End Users expands.
iii. Customer acknowledges that all data related to the Sensus Analytics Applications is geographically hosted within the United States of America.
Customer accepts the geographic location of such hosting.
iv. Customer acknowledges and agrees that the Intellectual Property provisions of this Agreement apply in all respects to Customers access to and use of
the Sensus Analytics Applications.
v. Customer is responsible for validating the data analyzed by the Sensus Analytics Applications. Sensus makes no promises of improving Customers
operations or saving Customer money, nor is Sensus liable for any damages resulting from decisions made by Customer related to Customers use of
Sensus Analytics.
IV. Third Party Software.
A. RedHat Linux. If Sensus is providing Customer with a license to use RedHat Linux Software, Customer agrees to the following:
By entering into this Agreement, Customer agrees to abide by and to be legally bound by the terms and conditions of the Red Hat End User License
Agreements identified below, each of which are incorporated into this Agreement by reference and are available at the websites identified below. Please
read the Red Hat End User License Agreements and incorporated references carefully.
Subscription: End User License Agreement:
Red Hat Enterprise Linux http://www.redhat,comAicenses/rhel_rha_eula.html
JBoss Enterprise Middleware http://www.redhat.comAicensesfjjboss_eula.html
CONFIDENTIAL � Page 9 of 11
Ext B
Technical Support
1. Introduction
Sensus Technical Services provides utility customers with a single point of contact for Tier 1 support of technical issues as well as any coordination of additional
resources required to resolve the issue. Requests that require specialized skills are to be forwarded to a senior support engineer or Technical Advisor within the
team for further analysis. If Technical Services has exhausted all troubleshooting efforts for the product type, the issue will escalate to the Engineering Support
Team. Occasionally, on -site troubleshooting/analysis may be required. The preferred order of on -site support is:
a) The Customer (for assistance with the easiest and lowest time-consuming activities such as power on/power off).
b) The local distributor.
c) Sensus employees or contracted personnel, if required to fulfill a contract commitment.
2. Support Categories
2.1. General questions regarding functionality, use of product, how-to, and requests for assistance on Sensus AMR, AMI, RF Network Equipment, Metering
Products and Sensus Lighting Control.
2.2. Proactive reporting and resolution of problems.
2.3. Reactive reporting to isolate, document, and solve reported hardware/software defects.
2.4. Responding to service requests and product changes.
2.5. Addressing customer inquiries with printed or electronic documentation, examples, or additional explanation/clarification.
3. Support Hours
V. Standard Support Hours: Toll -free telephone support (1-800-638-3748 option 42) is available Monday thru Friday from 8:OOAM EST to 8:OOPM 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
4A, Customer identifies an issue or potential problem and calls Technical Services at 1-800-638-3748 Option #2. The Customer Service Associate or Technical
Support Engineer will submit a Support ticket.
4.2. The Customer Service Associate or Technical Support Engineer will identify the caller name and utility by the assigned software serial number, city, and state
in which the call originated. The nature of the problem and severity levels will be agreed upon by both parties (either at the time the issue is entered or prior to
upgrading or downgrading an existing issue) using the severity definitions below as a guideline. The severity level is then captured into a support ticket for
creation and resolution processing. Any time during the processing of this ticket, if the severity level is changed by Sensus, the customer will be updated.
Severity Levels Description:
Sev1 Customer's production system is down. The system is unusable resulting in total disruption of work. No workaround is available and requires
immediate attention.
Example: Network mass outage, all reading collection devices inoperable, inoperable head end software (e.g., RNI Software, Sensus MDM).
Sev2 Major system feature/function failure. Operations are severely restricted; there is a major disruption of work, no acceptable work -around is
available, and failure requires immediate attention.
Examples: Network equipment failure (e.g., FlexNet Echo, FlexNet Remote, Base Station transceiver, or VGB); inoperable reading devices (e.g.,
AR5500, VXU, VGB, or CommandLink); head end software application has important functionality not working and cannot create export file for billing
system operations.
Sev3 The system is usable and the issue doesn't affect critical overall operation.
Example: Minor network equipment failure (e.g., Echo/Remote false alarms or Base Station transceiver false alarms); head end software application
operable but reports are not running properly, modification of view or some non-crifical function of the software is not running.
Sev4 Minor system issues, questions, new features, or enhancement requests to be corrected in future versions.
Examples: Minor system issues, general questions, and "How -To" questions.
4.3. The Customer Service Associate or Technical Support Engineer identifies whether or not the customer is on support. If the customer is not on support, the
customer is advised of the service options as well as any applicable charges that may be billed.
4A, Calls are placed in a queue from which they are accessible to Technical Support Engineers on a first -come -first -serve basis. A first level Customer Service
Associate may assist the customer, depending on the difficulty of the call and the representative's technical knowledge. Technical Support Engineers (Tier 1
support) typically respond/resolve the majority of calls based on their product knowledge and experience. A call history for the particular account is researched
to note any existing pattern or if the call is a new report. This research provides the representative a basis and understanding of the account as well as any
associated problems and/or resolutions that have been communicated.
a. Technical Services confirms that there is an issue or problem that needs further analysis to determine its cause. The following information must be
collected: a detailed description of the issue's symptoms, details on the software/hardware product and version, a description of the environment in
which the issue arisesand a list of any corrective action already tak , en.
b. Technical Services will check the internal database and product defect tracking system, to see if reports of a similar problem exist, and if any working
solutions were provided. If an existing resolution is found that will address the reported issue, it shall be communicated to the customer. Once it is
confirmed that the issue has been resolved, the ticket is closed.
c. If there is no known defect or support that defines the behavior, Technical Services will work with the customer to reproduce the issue. If the issue can
be reproduced, either at the customer site or within support center test lab, Technical Services will escalate the ticket for further investigation I resolution.
If the issue involves units that are considered to be defective with no known reason, the representative will open a Special Investgation RMA through the
Support system. If it is determined that a sample is required for further analysis, the customer will be provided with instructions that detail where to send the
product sample(s) for a root cause analysis. Once it is determined that the issue cannot be resolved by Tier 1 resources, the ticket will be escalated to Tier 2
support for confirmation/workarounds to resolve immediate issue. Technical Services will immediately contact the customer to advise of the escalation. The
response and escalation times are listed in Section 5. At this time, screen shots, log files, configuration files, and database backups will be created and
attached to the ticket.
CONFIDENTIAL � Page 10 of 11
5. Response and Resolution Targets.
Sensus Technical Support will make every reasonable effort to meet the following response and resolution targets:
Severity
Standard Target
Standard Target Resolution
Resolution (one or more of the following)
:Res onse
Immediately assign trained and qualified
Satisfactory workaround is provided.
Services Staff to correct the error on an
Program patch is provided.
1
30 Minutes
expedited basis. Provide ongoing
.
Fix incorporated into future release.
communication on the status of a
e
Fix or workaround incorporated into
the Support
correction.
Knowledge Base.
•
Satisfactory workaround is provided.
Assign trained and qualified Services
Program patch is provided.
2
4 hours
Staff to correct the error. Provide
Fix incorporated into future release.
communication as updates occur.
Fix or workaround incorporated into
the Support
Knowledge Base.
•
Answer to question is provided.
•
Satisfactory workaround is provided.
3
1 Business Day
90 business days
•
Fix or workaround incorporated into
the Support
Knowledge Base.
•
Fix incorporated into future release.
•
Answer to question is provided.
4
2 Business Days
12 months
a
Fix or workaround incorporated into
the Support
Knowledge Base.
6. Problem Escalation Process,
6.1. If the normal support process does not produce the desired results, or if the severity has changed, the issue may be escalated as follows to a higher level of
authority.
6.1.1. Severity 1 issues are escalated by Sales or Technical Services to a Supervisor if not resolved within 2 hours; to the Manager level if not
resolved within 4 hours; to the Director level if not resolved within the same business day; and to the VP level if not resolved within 24 hours.
6.1.2. A customer may escalate an issue by calling 1-800-638-3748, Option 2. Please specify the Support ticket number and the reason why the
issue is being escalated.
6.1.3. In the event that a customer is not satisfied with the level of support or continual problem with their products, they may escalate a given
Support ticket to Manager of Technical Services (1-800-638-3748, Option 2).
General Support Provisions and Exclusions.
7.1. Sensus provides online documentation for Sensus products through the Sensus User Forum(http://myFlexnetsystem.com/ModuleNser/Login). All Sensus
customers are provided access to this online database, which includes operation, configuration and technical manuals. Sensus also hosts periodic user group
teleconferences to facilitate the interchange of product ideas, product enhancements, and overall customer experiences. The customer shall provide names
and email accounts to Sensus so Sensus may provide access to the Portal.
7.2. Specialized support from Sensus is available on a fee basis to address support issues outside the scope of this support plan or if not covered under another
specific maintenance contract. For example, specialized systems integration services or out of warranty network equipment repair that is not covered under a
separate maintenance contract.
CONFIDENTIAL � Page 11 of 11