HomeMy WebLinkAboutContract CAG-18-267
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AGREEMENT FOR ADVANCED METERING INFRASTRUCTURE
(AMI) SYSTEM, COMPONENTS AND SOFTWARE.
THIS AGREEMENT, dated � 2018 is by and between the City of Renton (the
"City"), a Washington municipal corporation, and Ferguson Enterprises, Inc. ("Consultant"), a
Virginia Corporation. The City and the Consultant are referred to collectively in this Agreement
as the "Parties." Once fully executed by the Parties, this Agreement is effective as of the last
date signed by both parties.
1. Scope of Work: Consultant agrees to provide an upgrade to the City's FlexNet Advanced
Metering Infrastructure (AMI) system, including the Regional Network Interface (RNI)
as software as a service (SaaS), Sensus Analytics (SA) Enhanced Package as SaaS (SA is
the meter data management (MDM) component of the system), training on both the
new RNI and MDM, annual software maintenance for the RNI and MDM, and annual
maintenance (Sensus Extended Warranty Program) of the base stations as specified in
Attachments A Scope of Work, B Price Quote, C Sensus Software as a Service Agreement
with Exhibits — A. Software, B. Technical Support and C. Privacy Statement, which are
attached and incorporated herein and may hereinafter be referred to as the "Work."
2. Chan�es in Scope of Work: The City, without invalidating this Agreement, may order
changes to the Work consisting of additions, deletions or modifications. Any such
changes to the Work shall be ordered by the City in writing and the Compensation shall
be equitably adjusted consistent with the rates set forth in Attachment B or as
otherwise mutually agreed by the Parties.
3. Time of Performance: Consultant shall commence performance of the Agreement
pursuant to the schedule(s) set forth in Attachments A-C. All Work shall be performed
by no later than April 30, 2025.
4. Compensation:
A. Amount. Total compensation to Consultant for Work provided pursuant to this
Agreement shall not exceed $363,172.50, plus any applicable state and local sales
taxes. Compensation shall be paid based upon Work actually performed according to
the rate(s) or amounts specified in Attachment B. The Consultant agrees that any
hourly or flat rate charged by it for its Work shall remain locked at the negotiated
rate(s) unless otherwise agreed to in writing or provided in Attachment B. Except as
specifically provided herein, the Consultant shall be solely responsible for payment
of any taxes imposed as a result of the performance and payment of this Agreement.
B. Method of Payment. On a monthly or no less than quarterly basis during any quarter
in which Work is performed, the Consultant shall submit a voucher or invoice in a
form specified by the City, including a description of what Work has been
performed, the name of the personnel performing such Work, and any hourly labor
charge rate for such personnel. The Consultant shall also submit a final bill upon
completion of all Work. Payment shall be made by the City for Work performed
within thirty (30) calendar days after receipt and approval by the appropriate City
representative of the voucher or invoice. If the Consultant's performance does not
meet the requirements of this Agreement, the Consultant will correct or modify its
performance to comply with the Agreement. The City may withhold payment for
work that does not meet the requirements of this Agreement.
C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Consultant for failure of the
Consultant to perform the Work or for any breach of this Agreement by the
Consultant.
D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be
obligated to make payments for Work or amounts incurred after the end of the
current fiscal period, and this Agreement will terminate upon the completion of all
remaining Work for which funds are allocated. No penalty or expense shall accrue to
the City in the event this provision applies.
5. Termination:
A. The City reserves the right to terminate this Agreement at any time, with or without
cause by giving ten (10) calendar days' notice to the Consultant in writing. In the
event of such termination or suspension, all finished or unfinished documents, data,
studies, worksheets, models and reports, or other material prepared by the
Consultant pursuant to this Agreement shall be submitted to the City, if any are
required as part of the Work.
B. In the event this Agreement is terminated by the City, the Consultant shall be
entitled to payment for all hours worked to the effective date of termination, less all
payments previously made. If the Agreement is terminated by the City after partial
performance of Work for which the agreed compensation is a fixed fee, the City
shall pay the Consultant an equitable share of the fixed fee. This provision shall not
prevent the City from seeking any legal remedies it may have for the violation or
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nonperformance of any of the provisions of this Agreement and such charges due to
the City shall be deducted from the final payment due the Consultant. No payment
shall be made by the City for any expenses incurred or work done following the
effective date of termination unless authorized in advance in writing by the City.
6. Warranties And Ri�ht To Use Work Product: Consultant represents and warrants that
Consultant will perform all Work identified in this Agreement in a professional and
workmanlike manner and in accordance with all reasonable and professional standards
and laws. Compliance with professional standards includes, as applicable, performing
the Work in compliance with applicable City standards or guidelines (e.g. design criteria
and Standard Plans for Road, Bridge and Municipal Construction). Professional
engineers shall certify engineering plans, specifications, plats, and reports, as applicable,
pursuant to RCW 18.43.070. Consultant further represents and warrants that all final
work product created for and delivered to the City pursuant to this Agreement shall be
the original work of the Consultant and free from any intellectual property
encumbrance which would restrict the City from using the work product. Consultant
grants to the City a non-exclusive, perpetual right and license to use, reproduce,
distribute, adapt, modify, and display all final work product produced pursuant to this
Agreement. The City's or other's adaptation, modification or use of the final work
products other than for the purposes of this Agreement shall be without liability to the
Consultant. The provisions of this section shall survive the expiration or termination of
this Agreement.
7. Record Maintenance: The Consultant shall maintain accounts and records, which
properly reflect all direct and indirect costs expended and Work provided in the
performance of this Agreement and retain such records for as long as may be required
by applicable Washington State records retention laws, but in any event no less than six
years after the termination of this Agreement. The Consultant agrees to provide access
to and copies of any records related to this Agreement as required by the City to audit
expenditures and charges and/or to comply with the Washington State Public Records
Act (Chapter 42.56 RCW). The provisions of this section shall survive the expiration or
termination of this Agreement.
8. Public Records Compliance: To the full extent the City determines necessary to comply
with the Washington State Public Records Act, Consultant shall make a due diligent
search of all records in its possession or control relating to this Agreement and the
Work, including, but not limited to, e-mail, correspondence, notes, saved telephone
messages, recordings, photos, or drawings and provide them to the City for production.
In the event Consultant believes said records need to be protected from disclosure, it
may, at Consultant's own expense, seek judicial protection. Consultant shall indemnify,
defend, and hold harmless the City for all costs, including attorneys' fees, attendant to
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any claim or litigation related to a Public Records Act request for which Consultant has
responsive records and for which Consultant has withheld records or information
contained therein, or not provided them to the City in a timely manner. Consultant shall
produce for distribution any and all records responsive to the Public Records Act request
in a timely manner, unless those records are protected by court order. The provisions of
this section shall survive the expiration or termination of this Agreement.
9. Independent Contractor Relationship:
A. The Consultant is retained by the City only for the purposes and to the extent set
forth in this Agreement. The nature of the relationship between the Consultant and
the City during the period of the Work shall be that of an independent contractor,
not employee. The Consultant, not the City, shall have the power to control and
direct the details, manner or means of Work. Specifically, but not by means of
limitation, the Consultant shall have no obligation to work any particular hours or
particular schedule, unless otherwise indicated in the Scope of Work or where
scheduling of attendance or performance is mutually arranged due to the nature of
the Work. Consultant shall retain the right to designate the means of performing the
Work covered by this agreement, and the Consultant shall be entitled to employ
other workers at such compensation and such other conditions as it may deem
proper, provided, however, that any contract so made by the Consultant is to be
paid by it alone, and that employing such workers, it is acting individually and not as
an agent for the City.
B. The City shall not be responsible for withholding or otherwise deducting federal
income tax or Social Security or contributing to the State Industrial Insurance
Program, or otherwise assuming the duties of an employer with respect to
Consultant or any employee of the Consultant.
C. If the Consultant is a sole proprietorship or if this Agreement is with an individual,
the Consultant agrees to notify the City and complete any required form if the
Consultant retired under a State of Washington retirement system and agrees to
indemnify any losses the City may sustain through the Consultant's failure to do so.
10. Hold Harmless: The Consultant agrees to release, indemnify, defend, and hold harmless
the City, elected officials, employees, officers, representatives, and volunteers from any
and all claims, demands, actions, suits, causes of action, arbitrations, mediations,
proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees,
penalties, expenses, attorney's or attorneys' fees, costs, and/or litigation expenses to or
by any and all persons or entities, arising from, resulting from, or related to the
negligent acts, errors or omissions of the Consultant in its performance of this
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Agreement or a breach of this Agreement by Consultant, except for that portion of the
claims caused by the City's negligence.
Should a court of competent jurisdiction determine that this agreement is subject to
RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence
relative to construction, alteration, improvement, etc., of structure or improvement
attached to real estate...) then, in the event of liability for damages arising out of bodily
injury to persons or damages to property caused by or resulting from the concurrent
negligence of the Consultant and the City, its officers, officials, employees and
volunteers, Consultant's liability shall be only to the extent of Consultant's negligence.
It is further specifically and expressly understood that the indemnification provided in
this Agreement constitute Consultant's waiver of immunity under the Industrial
Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties
have mutually negotiated and agreed to this waiver. The provisions of this section shall
survive the expiration or termination of this Agreement.
11. Gifts and Conflicts: The City's Code of Ethics and Washington State law prohibit City
employees from soliciting, accepting, or receiving any gift, gratuity or favor from any
person, firm or corporation involved in a contract or transaction. To ensure compliance
with the City's Code of Ethics and state law, the Consultant shall not give a gift of any
kind to City employees or officials. Consultant also confirms that Consultant does not
have a business interest or a close family relationship with any City officer or employee
who was, is, or will be involved in selecting the Consultant, negotiating or administering
this Agreement, or evaluating the Consultant's performance of the Work.
12. City of Renton Business License: The Consultant shall obtain a City of Renton Business
License prior to performing any Work and maintain the business license in good
standing throughout the term of this agreement with the City.
Information regarding acquiring a city business license can be found at:
http://rentonwa.gov/BusinessLicensin�
Information regarding State business licensing requirements can be found at:
http://dor.wa.�ov/content/doin�business/re�istermybusiness/
13. Insurance: Consultant shall secure and maintain:
A. Commercial general liability insurance in the minimum amounts of $1,000,000 for
each occurrence/$2,000,000 aggregate for the Term of this Agreement.
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B. In the event that Work delivered pursuant to this Agreement either directly or
indirectly involve or require Professional Services, Professional Liability, Errors and
Omissions coverage shall be provided with minimum limits of $1,000,000 per
occurrence. "Professional Services", for the purpose of this section, shall mean any
Work provided by a licensed professional or Work that requires a professional
standard of care.
C. Workers' compensation coverage, as required by the Industrial Insurance laws of
the State of Washington, shall also be secured.
D. Commercial Automobile Liability for owned, leased, hired or non-owned, leased,
hired or non-owned, with minimum limits of $1,000,000 per occurrence combined
single limit, if there will be any use of Consultant's vehicles on the City's Premises by
or on behalf of the City, beyond normal commutes.
E. Consultant shall name the City as an Additional Insured on its commercial general
liability policy on a non-contributory primary basis. The City's insurance policies shall
not be a source for payment of any Consultant liability, nor shall the maintenance of
any insurance required by this Agreement be construed to limit the liability of
Consultant to the coverage provided by such insurance or otherwise limit the City's
recourse to any remedy available at law or in equity.
F. Subject to the City's review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to the City before performing the Work.
G. Consultant shall provide the City with written notice of any policy cancellation,
within thirty (30) business days of their receipt of such notice.
14. Delays: Consultant is not responsible for delays caused by factors beyond the
Consultant's reasonable control. When such delays beyond the Consultant's reasonable
control occur, the City agrees the Consultant is not responsible for damages, nor shall
the Consultant be deemed to be in default of the Agreement.
15. Successors and Assi�ns: Neither the City nor the Consultant shall assign, transfer or
encumber any rights, duties or interests accruing from this Agreement without the
written consent of the other.
16. Notices: Any notice required under this Agreement will be in writing, addressed to the
appropriate party at the address which appears below (as modified in writing from time
to time by such party), and given personally, by registered or certified mail, return
receipt requested, by facsimile or by nationally recognized overnight courier service.
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Time period for notices shall be deemed to have commenced upon the date of receipt,
EXCEPT facsimile delivery will be deemed to have commenced on the first business day
following transmission. Email and telephone may be used for purposes of administering
the Agreement, but should not be used to give any formal notice required by the
Agreement.
CITY OF RENTON CONSULTANT
Information Technology Division Ferguson Waterworks
1055 South Grady Way 360120th Street E, Suite 2
Renton, WA 98057 Fife, WA 984224
Phone: (425) 430-6870 Phone: (425) 486-9600
itservicedesk@rentonwa.gov www.ferguson.com
Fax: (425) 430-6893 Fax: (425) 806-8510
17. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Consultant agrees as follows:
A. Consultant, and Consultant's agents, employees, representatives, and volunteers
with regard to the Work performed or to be performed under this Agreement, shall
not discriminate on the basis of race, color, sex, religion, nationality, creed, marital
status, sexual orientation or preference, age (except minimum age and retirement
provisions), honorably discharged veteran or military status, or the presence of any
sensory, mental or physical handicap, unless based upon a bona fide occupational
qualification in relationship to hiring and employment, in employment or application
for employment, the administration of the delivery of Work or any other benefits
under this Agreement, or procurement of materials or supplies.
B. The Consultant will take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race,
creed, color, national origin, sex, age, sexual orientation, physical, sensory or mental
handicaps, or marital status. Such action shall include, but not be limited to the
following employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation and
selection for training.
C. If the Consultant fails to comply with any of this Agreement's non-discrimination
provisions, the City shall have the right, at its option, to cancel the Agreement in
whole or in part.
D. The Consultant is responsible to be aware of and in compliance with all federal,
state and local laws and regulations that may affect the satisfactory completion of
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the project, which includes but is not limited to fair labor laws, worker's
compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply
with City of Renton Council Resolution Number 4085.
18. Miscellaneous:The parties hereby acknowledge:
A. The City is not responsible to train or provide training for Consultant.
B. Consultant will not be reimbursed for job related expenses except to the extent
specifically agreed within the attached exhibits.
C. Consultant shall furnish all tools and/or materials necessary to perform the Work
except to the extent specifically agreed within the attached exhibits.
D. In the event special training, licensing, or certification is required for Consultant to
provide Work he/she will acquire or maintain such at his/her own expense and, if
Consultant employs, sub-contracts, or otherwise assigns the responsibility to
perform the Work, said employee/sub-contractor/assignee will acquire and or
maintain such training, licensing, or certification.
E. This is a non-exclusive agreement and Consultant is free to provide his/her Work to
other entities, so long as there is no interruption or interference with the provision
of Work called for in this Agreement.
F. Consultant is responsible for his/her own insurance, including, but not limited to
health insurance.
G. Consultant is responsible for his/her own Worker's Compensation coverage as well
as that for any persons employed by the Consultant.
19. Other Provisions:
A. Approval Authoritv. Each individual executing this Agreement on behalf of the City
and Consultant represents and warrants that such individuals are duly authorized to
execute and deliver this Agreement on behalf of the City or Consultant.
B. General Administration and Management. The City's project manager is Mr. Mike
Moore. In providing Work, Consultant shall coordinate with the City's contract
manager or his/her designee.
C. Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
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D. Conflicts. In the event of any inconsistencies between Consultant proposals and this
Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to
this Agreement are incorporated by reference only to the extent of the purpose for
which they are referenced within this Agreement. To the extent a Consultant
prepared Attachment conflicts with the terms in the body of this Agreement or
contains terms that are extraneous to the purpose for which it is referenced, the
terms in the body of this Agreement shall prevail and the extraneous terms shall not
be incorporated herein.
E. Governin� Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City of
Renton. Consultant and all of the Consultant's employees shall perform the Work in
accordance with all applicable federal, state, county and city laws, codes and
ordinances.
F. Joint Draftin� Effort. This Agreement shall be considered for all purposes as
prepared by the joint efforts of the Parties and shall not be construed against one
party or the other as a result of the preparation, substitution, submission or other
event of negotiation, drafting or execution.
G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce
or interpret this Agreement or any of its terms or covenants shall be brought in the
King County Superior Court for the State of Washington at the Maleng Regional
Justice Center in Kent, King County, Washington, or its replacement or successor.
Consultant hereby expressly consents to the personal and exclusive jurisdiction and
venue of such court even if Consultant is a foreign corporation not registered with
the State of Washington.
H. Severability. A court of competent jurisdiction's determination that any provision or
part of this Agreement is illegal or unenforceable shall not cancel or invalidate the
remainder of this Agreement, which shall remain in full force and effect.
I. Sole and Entire A�reement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
J. Time is of the Essence. Time is of the essence of this Agreement and each and all of
its provisions in which performance is a factor. Adherence to completion dates set
forth in the description of the Work is essential to the Consultant's performance of
this Agreement.
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K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the
Parties, and all duties and responsibilities undertaken pursuant to this Agreement
will be for the sole and exclusive benefit of the Parties and no one else.
L. Bindin� Effect. The Parties each bind themselves, their partners, successors, assigns,
and legal representatives to the other party to this Agreement, and to the partners,
successors, assigns, and (egal representatives of such other party with respect to all
covenants of the Agreement.
M. Waivers. All waivers shall be in writing and signed by the waiving party. Either
party's failure to enforce any provision of this Agreement shall not be a waiver and
shall not prevent either the City or Consultant from enforcing that provision or any
other provision of this Agreement in the future. Waiver of breach of any provision of
this Agreement shall not be deemed to be a waiver of any prior or subsequent
breach unless it is expressly waived in writing.
N. Counterparts. The Parties may execute this Agreement in any number of
counterparts, each of which shall constitute an original, and all of which will
together constitute this one Agreement.
O. Software Agreements. The City shall execute the attached Software as a Service
(SaaS) Agreement for the Sensus FlexNet System with Reginal Network Service (RNI)
and Analytics MDM suite. This Agreement is listed as Attachment C.
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IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below.
CITY OF RENTON CONSULTANT
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Denis Law James Adams
Mayor Ferguson General Manager
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Renton City Attorney
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Exhibit A
AGREEMENT FOR FLEXNET AMI UPGRADE INCLUDING RNI AND
SENSUS ANALYTICS AS SOFTWARE AS A SERVICE
Scope of Work:
1.1 Summary
1.2 This Scope of Services describes activities, roles and responsibilities of Ferguson
Waterworks("FWW"or"Ferguson"),associated with this FlexNet Customer
Upgrade to the existing Advanced Metering Infrastructure(AMI)System and the
roles and responsibilities of the City of Renton.
1.3 Ferguson will coordinate the integration to Sensus Analytics with the Customers
Utility Billing Vendor. Please note that there may be charges incurred to the
customer by their Utility Billing Software Provider for the creation and or
automation of the file transfers. This process may need to be scheduled with the
Utility Billing Software Company and may take some time to complete,therefore it
is not possible to define an accurate Project Timeline.
1.4 Ferguson will coordinate the integration for Sensus Analytics to include the VFLEX File
which is the Nightly Sync and the Billing Request and Response Files for the upgrade
from the existing FlexNet MDM.
1.4 The Data being transferred from the old FlexNet System will need to be verified and
possibly cleaned up prior to integration with the new software. Any Meters or
SmartPoints that are no longer installed in the Customers AMI System will need to
be removed from the database prior to porting data from old RNI to the new
RNI/Device Manager. The cleaner the data,the system will be healthier from the
beginning. Please see Removing Meters from the RNI/Device Manager for
instructions.
1.5 Ferguson will provide the fully-functioning upgraded Sensus Analytics Software as
d e f i n e d herein that transmits and integrates the water meter readings from all
endpoints into the City of Renton customer billing system.
1.6 Ferguson will provide the training necessary for City of Renton to use the RNI/Device
Manager and Sensus Analytics Software in order to integrate with the billing system
which allows management of the AMI System as well as facilitate information for
Billing and Customer Service. This training is typically 2 or 3 days depending on
contract terms.
1.7 As an option,Integration with Third Party Vendor Software will require additional
Integration Fees from Sensus, Ferguson and potentially from the Customers Utility
Billing Vendor.
1.8 Ferguson with the Sensus will provide maintenance support for the system base
stations via the Sensus Extended Warranty Program—FlexNet Infrastructure. See
attached Sensus document'Sensus Extended Warranty Program—FlexNet
Infrastructure—SO-C-SVS-0003-0701-01-A'. Year one of the extended warranty
begins one year after the upgraded system becomes operational.
1.9 Ferguson will coordinate with Sensus to configure a CMEP(California Meter Extract
Protocol)for the City of Renton to receive meter read interval. The CMEP file will be
sent to the City of Renton on an automated schedule. Assuming all data points are
present in the file, it is the City's responsibility to consume and import the data into
system(s).
2.1 General Responsibilities
2.2 Ferguson Waterworks:
2.2.1 Facilitate file set up and integration with the new FlexNet AMI Software
to ensure proper communication between Sensus Software and Utility
Billing Software. We will need access to current sync files and or billing
route information as well as import and export file layout requirements
in order to configure the data layout in Sensus Analytics. Depending on
the responsiveness of all parties involved,and how quickly these files are
provided,this process can be completed in 2 weeks and as long as
months if the files are complex or require revisions to the Utility Billing
Software Vendor.
2.2.2 Validate that all VFLEX,Billing Request and Billing Response Files lay out in
the software and process accurately based on Customer requirements as
defined during Data Integration process in Sensus Analytics and Utility
Billing 5 o f t w a r e. This process happens as VFLEX, Import and Export
Files are integrated with Sensus Analytics.
2.2.3 Provide Training to Administrators,Operators and Utility Billing in how to
maneuver RNI/Device Manager and Sensus Analytics Software. Training
Modules provide user reference for how to create files for billing,generate
reports such as High Consumption, Leaks,etc.,trouble shoot accounts
without reads for billing, latent transmissions,etc., based on user roles
and access level set by the System Administrator. Provide up to five 8
hour days of training(one of the 8 hours is a lunch break).
2.3 City of Renton:
2.3.1 Provide a key point of contact to work with Ferguson to include Utility
Billing, Finance,Information Technology,Project Manager/Coordinator,
etc.
2.3.2 Provide Ferguson with copies of the current Import/Export Fields
and positions for mapping into the new software.
2.3.3 Facilitate communication between Utility Billing Software provider,
Ferguson, Sensus and any third party vendors involved in the process
such as Trainers, etc.
2.3.4 Provide Automated FTP Software for Automated VFLEX File transmission
every evening to the Sensus Drop Server. This file is imported nightly into
Sensus Analytics Software where it is then synced with the data that is
transmitted from the RNI/Device Manager to Sensus Analytics containing
the meter read and alarm information from the field.
2.2.5 Facilitate a Sync File created and validated to be imported into Sensus
Analytics. Work with the Utility Billing Software Vendor to create the file.
Once the file is approved by Sensus,then work with Utility Billing Software
Provider to schedule the automated creation and transmission of the VFLEX
File via Secure Automated FTP to be sent nightly to a Secure Sensus FTP
Server.
2.2.6 Review accuracy of data layout once access is provided to software.
2.2.7 Be available for Training on RNI/Device Manager and Sensus Analytics
Software.
Sensus:
2.3.1 Receive go ahead from Ferguson to build servers for updated RNI/Device
Manager and Sensus Analytics for City of Renton.
2.3.2 Review Software Anniversary Date for new system vs previous system
Anniversary Date. New date to be defined and entered for future invoicing
and support reference dates.
2.3.3 Build RNI/Device Manager Server
2.3.4 Build Sensus Analytics Server
2.3.5 Send Credentials to Ferguson POC
2.3.6 Once servers accepted by the customer,define cutover date.
2.3.7 Perform cutover
Work Flow
1. Contract Agreement signed by City and Consultant
2. Software as a Service Agreement signed by Sensus and City
3. Ferguson submits ticket to Sensus Support to initiate project
4. Kick Off Meeting—City, Ferguson and Sensus
a. Review Scope of Work
b. Sensus Analytics Questionnaire used to help define VFLEX file contents
c. Review of Sensus Analytics File components
i. Import/Export Screenshots
ii. SA field/file requirements
5. File Integration Development
a. VFLEX File
b. Billing Request File
c. Billing Response File
6. Sensus Integration
a. RNI Build Ticket Created
b. RNI Build Complete
c. Data ported from old RNI to new RNI
d. Data ported to Sensus Analytics
7. Review of Sensus Analytics Site by City with the assistance of Ferguson and Sensus
a. Verify data accuracy
b. Verify data laid our correctly on screens
8. Training
a. Provide customer onsite training
b. Follow up WebEx training if required
Anticipated Schedule
Sign agreements on or before December 31, 2018
Kick off Meeting— circa mid-January 2019
Complete file development— early March 2019
RNI build complete— mid March 2019
Port data to RNI and Sensus Analytics complete — mid April 2019
Complete verifying data accuracy and lay out - early May 2019
Complete customer training— mid May 2019
Year 1 Extended Warranty— May 2020 —April 2021
Year 2 Extended Warranty— May 2021 —April 2022
Year 3 Extended Warranty — May 2022 —April 2023
Year 4 Extended Warranty— May 2023 —April 2024
Year 5 Extended Warranty— May 2024—April 2025
� FERGUSON� y042 SOUTH 112 H ST56 Deolmer To� Thomas Erickson
WATERWORKS TACOMA,WA 98444-0000 omments:
Attachment B
Phone:253-538-8275
Fax:253-531-9909
15:53:24 OCT 25 2018 Page 1 of 2
FEI-SEATTLE WW#3011
Price Quotation
Phone:253-538-8275
Fax: 253-531-9909
Bid No: B303907 Cust Phone: 425-430-6919
Bid Date: 07/25/18 Terms: NET 10TH PROX
Quoted By: DGS
Customer: CITY OF RENTON Ship To: CITY OF RENTON
METER ACCOUNT METER ACCOUNT
3555 NE 2ND ST 3555 NE 2ND ST
RENTON,WA 98056 RENTON,WA 98056
Cust PO#: Job Name: SENSUS ANALYTICS
Item Description Quantity Net Price UM Total
,,.................x.,.,..,
Sensus RNI and MDM Upgrade
....,,,.>.................
Year 1 begins after the
RNI and Sensus Analytics
goes online for production
use.
<..............>.,...,.,..
SP-S539638370001/$ RNI SETUP FEE ONE TIME CHARGE 1 15400.000 EA 15400.00
SP-EDRNIONSITE/$ TRAINING RNI CORE ED ONSITE 1 6800.000 EA 6800.00
SP-S539638370052/$ SENSUS ANALYTICS SETUP FEE 1 6000.000 EA 6000.00
SP-SANALYLITICINTE SENSUS ANALYTICS BASIC INTEGRATION 1 8600.000 EA 8600.00
SUBTOTAL 36800.00
YEAR 1:
SP-SSX40XXXXXXXXXX ANNUAL RNI SAAS FEE 1 19000.000 EA 19000.00
SP-S539638370053/$ WTR ANALYTICS ENHANCED ANNUAL FEE 1 19000.000 EA 19000.00
SP-PSCMEPSUINST N/A 1 0.0 EA 0.0
SP-SM400BMAINTFEE Base Station F�ctended Warranty 3 2387.500 EA 7162.50
SUBTOTAL 45162.50
YEAR 2:
SP-SSX40XXXXXXXXXX ANNUAL RNI SAAS FEE 1 28550.000 EA 28550.00
SP-S539638370053/$ WTR ANALYTICS ENHANCED ANNUAL FEE 1 28550.000 EA 28550.00
SP-PSCMEPSUINST N/A 1 0.00 EA 0.00
SP-SM4006MAINTFEE M4006 BS MAINTENANCE FEE 4 2487.500 EA 9950.00
SUBTOTAL 67050.00
YEAR 3:
SP-SSX40XXXXXXXXXX ANNUAL RNI SAAS FEE 1 29400.000 EA 29400.00
SP-S539638370053/$ WTR ANALYTICS ENHANCED ANNUAL FEE 1 29400.000 EA 29400.00
SP-PSCMEPSUINST N/A 1 0.000 EA 0.00
SP-SM400BMAINTFEE M400B BS MAINTENANCE FEE 4 2590.000 EA 10360.00
SUBTOTAL 69160.00
YEAR 4:
SP-SSX40XXXXXXXXXX ANNUAL RNI SAAS FEE 1 30285.000 EA 30285.00
SP-S539638370053/$ WTR ANALYTICS ENHANCED ANNUAL FEE 1 30285.000 EA 30285.00
SP-PSCMEPSUINST N/A 1 0.000 EA 0.00
SP-SM4006MAINTFEE M4006 BS MAINTENANCE FEE 4 2697.500 EA 10790.00
�d FERGUSON� Page 2 of 2
FEI -SEATTLE W1N#3011
WATERWORKS Price Quotation
Fax: 253-531-9909
15:53:24 OCT 25 2018
Reference No: 8303907
Item Description Quantity Net Price UM Total
SUBTOTAL 71360.00
YEAR 5:
SP-SSX40XXXXXXXXXX ANNUAL RNI SAAS FEE 1 31200.000 EA 31200.00
SP-S539638370053/$ WTR ANALYTICS ENHANCED ANNUAL FEE 1 31200.000 EA 31200.00
SP-PSCMEPSUINST N/A 1 0.000 EA 0.00
SP-SM4006MAINTFEE M400B BS MAINTENANCE FEE 4 2810.000 EA 11240.00
SUBTOTAL 73640.00
.,>.....................<.
Pricing increases for
annual software
maintenance fees in years
6 to 10 will not exceed the
Seattle-Tacoma-Bellevue
CPI-U or 5%whichever is
larger
Net Total: $363172.50
Tax: $3631725
Freight: $0.00
Total: $399489.75
Quoted prices are based upon receipt of the total quantity for immediate shipment(48 hours). SHIPMENTS BEYOND 48 HOURS SHALL BE
AT THE PRICE IN EFFECT AT TIME OF SHIPMENT UNLESS NOTED OTHERWISE.QUOTES FOR PRODUCTS SHIPPED FOR RESALE
ARE NOT FIRM UNLESS NOTED OTHERWISE.
CONTACT YOUR SALES REPRESENTATIVE IMMEDIATELY FOR ASSISTANCE WITH DBE/MBE/WBE/SMALL BUSINESS REQUIREMENTS.
Seller not responsible for delays,lack of product or increase of pricing due to causes beyond our control,and/or based upon
Local,State and Federal laws governing type of products that can be sold or put into commerce.
� . . . ,
Govt Buyers: All items are open market unless noted otherwise.
LEAD LAW WARNING:It is illegal to install products that are not"lead free"in accordance with US Federal or other applicable.law in potable water
systems anticipated for human consumption.Products with�NP in the description are NOT lead free and can only be installed in non-potable
applications.Buyer is solely responsible for product selection.
sEnsuS
� �ytem k���r�d
Attachment C
Software as a Service Agreement
between
City of Renton
("Customer")
and
Sensus USA Inc.
("Sensus")
IN WITNESS WHEREOF, the parties have caused this Software as a Service ("AqreemenY') to be executed by their duly
authorized representatives as of the day and year written below. The date of the last party to sign is the"Effective Date."
This Agreement shall commence on the Effective Date and continue for/until: 5 Years("Initial Term"). At the end of the Initial
Term, this Agreement shall automatically renew for an additional term of 1 year("Renewal Term"). The"Term"shali refer to
both the Initial Term and the Renewal Term.
Sensus USA Inc. Customer: City of nton
gy: �� By: �
Name: Tim Harriger Name: Denis L8w
Title: VP Sales NA Water Title: MayOr
Date: Nov 28,2018 Date: �� �3
Contents of this Agreement:
ry �
Agreement
Exhibit A Software Att� `
Exhibit B Technical Support J n/�. �1'�'IIC, i ��erk
Exhibit C Privacy Statement
`;������������iiiirir�r
,.�`�`,y (�j� �'+�' '���
;.�° �,,, ���������r��r„���'' ��°i�i
� (,i,''' �,. Q�,�`.
_ � /f�j %
_ * = �EAL = *�
�i y�O'�i�',/ � `\`;�^p�0�
°�� 'pp ���uu���N� �, �:
����i����RA;ED,SEQ;`�����.
Confidential I 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 has purchased 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
behveen Customer and such authorized distributor.
2. Software.
A. Software as a Service(SaaS).Sensus shall provide Customer with Soflware 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 Transacfion Act as enacted by any state shall not
apply,in whole or in paR,to this Agreement.
3. Spectrum
A. Spectrum Lease. The parties previously entered into a spectrum manager lease on 6/1/2014 (the "Spectrum Lease"), which is hereby specifically
incorporated by reference.
4. Equipment.
A. Purchase of Equipment.Customer is not required to purchase any equipment under this Agreement. In the event Customer elects to purchase equipment,
Customer shall purchase all Field Devices,RF Field Equipment,and other goods(collectively,"EquiqmenY')from Sensus'authorized distributor pursuant to
the terms and conditions (including any warranties on such Equipment) agreed by Customer and Sensus' authorized distributor. If Customer elects to
purchase any equipment or services direcUy 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:htta://www.sensus.com/TC,or 1-800-METER-IT.
B. THERE ARE NO WARRANTIES IN THIS AGREEMENT, EXPRESS OR IMPLIED. SENSUS EXPRESSLY DISCLAIMS ANY AND ALL
REPRESENTATIONS,WARRANTIES ANDIOR 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 Soflware 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 AMI 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 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)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 instruc6ons 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. In the event the AMI
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 AMI System is
likely to become the subject of an infringement claim,Sensus,at its sole discre6on and expense,may;(i)procure for Customer the right to continue using the
AMI System or(ii)modify or replace the AMI 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 rela6on to this Agreement, its negotia6on,
performance, breach or termina6on (collectively"Causes of Action")shall not exceed the greater of; (a)the total amount paid by Customer for Sensus
Soflware as a Service under this Agreement;or(b)ten thousand US dollars(USD 10,000.00). This is so whether the Causes of Action are in tort,including,
without limitation,negligence or strict liability,in contract,under statute or otherwise. As separate and independent limitations on liability,Sensus'liability shall
be limited to direct damages. Sensus shall not be liable for;(i)any indirect,incidental,special or consequential damages;nor(ii)any revenue or profits lost by
Customer or its Affiliates from any End User(s),irrespective whether such lost revenue or profits is categorized as direct damages or otherwise;nor(iii)any
In/0ut 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 Customers obliga6ons
hereunder shall cease and the soflware 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
reasonabie steps to mitigate the Force Majeure.
E. Intellectual Property Rights.
i. Software and Materials. No Intellectual Prope�ty is assigned to Customer hereunder.Excluding Customer Data,Sensus shall own or continue to own all
Confidential I Page 2 of 15
right,title, and interest in and to the Intellectual Property associated with the Soflware 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,tiUe 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,Soflware,or AMI System,such as nelwork 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 informa6on provided to Sensus,to(1)provide the Service;(2)analyze and improve the
Service;(3)analyze and improve any Sensus or affiliate equipment,software,or service;or(4)for any other intemal use. As used herein,"Service"
means Sensus'obligations under this Agreement.
iv. Access to Customer Data. Within 45 days of Customer's written request,Sensus will provide Customer a copy of the previous 24 months CMEP interval
file and deliver the file to a drop loca6on specified by Customer.
F. Data Privacy. Customer acknowledges that Sensus and its Affiliates(collectively,"Xvlem")will collect and process personal data for the purposes outlined in
this Agreement. Xylem's data privacy policy is available at https://www.xylem.com/en-us/supporNprivacy/. 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. See attached Exhibit C.
G. Confidentiality. Except as may be required under applicable law,court order,or regulation,the parties agree and understand that they are subject to and
must comply with the Washington State Public Records Act RCW 42.56.or to the extent required to perform and enforce this Agreement,both parties shall
(and shail cause their employees and contractors to)keep all Confidential Information stricUy confiden6al and shall not disclose it to any third party. The
Confidential Information may be transmitted orally,in wrifing,electronically or otherwise observed by either party. Noiwithstanding the foregoing,"Confidential
Information"shall not include;(i)any information that is in the public domain other than due to RecipienYs breach of this Agreement;(ii)any information in the
possession of the Recipient without restric6on prior to tlisclosure by the Discloser;or(iii)any information independently developed by the Recipient without
reliance on the information disclosed hereunder by the Discloser."Disclose�'means either party that discloses Confidential Information,and"RecipienY'means
either party that receives it.
H. 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 ac6on by a third party,which
may render Sensus liable for a violation of applicable laws.
i. Euport Control Laws. Customer shall;(i)comply with all applicable U.S.and local laws and regula6ons goveming 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 ac6vities 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.govemment expoR 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 implemen6ng the OECD's Convention on Combating Bribery of Foreign Public Officials in Interna6onal Business Transactions;the U.N.
Convention Against Corruption; the Inter-American Conven6on Against Corrup6on; 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,soflware 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 party'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 party's consent;(i)to an Affiliate;
(ii)as part of a merger;or(iii)to a purchaser of all or substantially all of its assets. Apart from the foregoing,neither party may assign,transfer or delegate this
Agreement without the prior written consent of the other,which consent shall not be unreasonably withheld. Furthermore,Customer acknowledges Sensus
may use subcontractors to perform RF Field Equipment installation,the systems integration work(if applicable),or project management(if applicable),without
requiring Customer's consent.
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 govemed by, construed and enforced in accordance with the laws of the State of
Washington. Any and all disputes arising under,out of,or in relation to this Agreement,its negotiation,performance or termination("Dis utes")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 paRies and supersedes all prior understandings,agreements,negotiations,and proposals,whether written or oral,formal or informal between the parties.
Any additional writings shail 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 specificaily 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�i�ti=,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 execu6on of this Agreement are governed by this Agreement
upon its execu6on 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. Addi6onally,this Agreement may be executed by facsimile or electronic copies,all of which shall be considered an
original for all purposes.
Confidential �Page 3 of 15
7. Definitions.As used in this Agreement,the following terms shall have the following meanings:
A. "A�liate"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 lnformation"means any and all non-public information of either party,including all technical information about either party's products or services,pricing
information,marketing and marketing plans,Customer's End Users'data, FlexNet System performance, FlexNet System architecture and design, FlexNet System
software,other business and fnancial 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"identifes 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,soflware licenses,Spectrum Lease,and other equipment provided
to Customer hereunder. The FlexNet System only includes the foregoing,as provided by Sensus. The FlexNet System does not include goods,equipment,software,
licenses or rights provided by a third party or parties to this Agreement.
G. "Force Majeure"means an event beyond a party's reasonable control,including,without limitation,acts of God,hurricane,flood,volcano,tsunami,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,eaRhquakes,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 Soflware"means those items listed as an Application in Exhibit A.
I. "/n/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 Cuslomer in installing,uninstalling and removing goods.
J. "Intellectual Properfy'means patents and patent applications,inventions(whether patentable or not),trademarks,service marks,trade dress,copyrights,trade secrets,
know-how,data rights,specifcations,drawings,designs,maskwork rights,moral rights,author's rights,and other intellectual property rights,including any derivations
and/or derivative works,as may exist now or hereafter come into existence,and all renewals and extensions thereof,regardless of whether any of such rights arise under
the laws of the United States or of any other state,country or jurisdiction,any registrations or applications thereof,and all goodwill pertinent thereto.
K. "LCNT 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. "Permitfed Use"means only for reading and analyzing data from Customer's Field Devices in the Service Territory.The Permitted Use does not include reading third
devices not provided by Sensus or reading Field Devices outside the Service Territory.
0. "R100 UniY'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 RN I 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 TCPIIP backhaul communication.
R. "RFFieid EquipmenP'means,collectively,FlexNet Base Stations,R100 units(if any)and Remote Transceivers(if any).
S. "RNP'identifes 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 Sofrware"identifes the Sensus proprietary soHware used in the RNI and any Patches,Updates,and Upgrades that are provided to Customer pursuant to the
terms of this Agreement.
U. "Service Tenitory"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. "ServerHardware"means the RNI hardware.
W. "SmarfPointTM 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 retevant
piece of RF Field Equipment.
X. "SoHware"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 signifcant improvement in functionality or architecture of the Software.
AA. "WAN BackhauP'means the communication link between FlexNet Base Stations and Remote Transceivers and RNI.
Confidential �Page 4 of 15
Exhibit A
Software
Software as a Service
1. Description of Services.
This exhibit contains the details of the Sofhvare 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 SoHware 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 soHware,and all third-party software)required to run and operate the application. These soflware applica6ons consist of the following
(each an"Applica6on"):
• Regional Nelwork Interface(RNI)Soflware
• Sensus Analytics
o Enhanced Package
The managed application systems consist of the hardware, Sensus Soflware, and other third-party software that is required to operate the software
applications. Each Application will have a produc6on,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 authoriied distributor for Software as a Service.The
Soflware 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 expira6on or termination of the Agreement;(ii)breach by Customer of this exhibit or the Agreement;or(iii)Customers termination of Software as a
Service as set forfh in paragraph(C)below.
C. Termination of Software as a Service. 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 Soflware 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 Applica6on in the Software
as a Service environment but does not terminate the Agreement generally,then upon delivery of the no6ce to Sensus,Customer shall purchase the necessary
(a)RNI hardware from a third parry and(b)RNI soHware 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 sofhvare license.
D. Software as a Service means o�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 Applica6on.
iii. Sensus will provide patches,updates,and upgrades to latest Sensus Hosted Soflware 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 nelworks(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 soflware applications 24x7x365 using KPI metrics, thresholds, and alerts to
proactively iden6fy 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 configurafion and change management
policies and procedures.
vi. 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, upda6ng
indexes,consistency checks,run SQL query/agentjobs,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.
Confidential �Page 5 of 15
(e) Sensus personnel will use the Salesforce Self Service Portal to document and track incidents.
(fl In the event that Sensus personnel is unable to resolve an issue,the issue will be escalated to the appropriate Subject Matter Expert(SME).
(g) Maintain responsibility for managing incident and problems through resolution and will coordinate with Customer's personnel and/or any required
third-party vendor to resolve the issue.
(h) Provide telephone support consistent with Exhibit B,Technical Support in the case of undetected events.
viii. Security Management. Sensus will:
(a) Monitor the physical and cyber security of the server and Application(s)24x7x365 to ensure system is highly secure in accordance with NIST
Security Standards.
(b) Perform acfive intrusion prevention and detec6on of the data center network and firewalls,and monitor logs and alerts.
(c) Conduct period penetration testing of the nelwork 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.
(fl 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 poten6al threat found on the system and work to eliminate Virus or Malware found.
(h) Adhere to and submit certification to NERC/CIP Cyber Security standards.
(i) Monitors industry regula6on/standards regarding security—NERC,FERC,NIST,OpenSG,etc.through the dedicated Sensus Security team.
(j) Provide secure web portal access(SSL)to the Applica6on(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 loca6on to provide a full disaster recovery environment for the
Applica6on production system.
(e) Provide disaster recovery environment and perform fail-over to DR environment within forty-eight(48)hours of declared event.
(fl 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.
(i) The Applica6on 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. ParGcipate in all required configuration and change management procedures.
iii. Customer will log incidents related to the managed Application with Sensus personnel via email,web portal ticket entry,or phone call.
iv. Responsible for periodic processing of accounts or readings(i.e.,billing files)for Customer's billing system for billing or other analysis purposes.
v. Responsible for any field labor to troubleshoot any SmartPoint modules or smart meters in the field in populations that have been previously deployed
and accepted.
vi. First response labor to troubleshoot flexNet Base Station,R100s,Remote Transceivers or other field network equipment.
vii. Responsible for local area network configura6on,management,and support.
viii. Identify and research problems with meter reads and meter read performance.
ix. Create and manage user accounts.
x. Customize application configurations.
xi. Support application users.
xii. Investigate application opera6onal 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,submiKed,
and agreed in a signed writing beiween Sensus and all the applicable parfies.
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. FurtherAgreements
A. System Uptime Rate.
i. Sensus(or its contractor)shall manage and maintain the Applica6on(s)on computers owned or controlled by Sensus(or its contractors)and shall
provide Customer access to the managed Applica6on(s)via internet or point to point connection(i.e., Managed-Access use),according to the terms
below.Sensus endeavors to maintain an average System Up6me 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)
Confidential �Page 6 of 15
TMO
ii. Calculations
a. Targeted Minutes of Operation or TMO means total minutes cumulative across all Applicafions 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. Euceptions.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 excep6onal 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 concem to any of the Application(s)("EmerQencv
Work"). Such Emergency Work may include,but is not limited to:analysis,testing,repair,maintenance,re-setting and other servicing of the
hardware,cabling,neiworks,soflware and other devices,materials and systems through which access to and/or use of the Application(s)by the
Customer is made available(the"Manaaed Svstems").Sensus shall endeavor to provide advance no6ce of such Emergency Work to Customer
when practicable and possible.
b. Lack of Internet Availability.Sensus shall not be responsible for any deteriora6on of performance attributable to latencies in the public internet
or point-to-point nehvork 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 po�ions 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,ac6ons or inactions of such third parties can impair or disrupt data
transmitted through,and/or Customer's connections to,the Intemet or point-to-point data connection(or portions thereo�.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 altemative 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-ac6on fire detection and suppression systems are provided.
vi. Data circuits are available via mul6ple providers and diverse paths,giving access redundancy.
C. Responsibilities of Customer.
i. Customer shall promptly pay all Soflware as a Service fees.
ii. Customer may not(i)carelessly, knowingly, intentionally or maliciously threaten,disrupt, harm, abuse or interfere with the Application(s), Managed
Systems or any of their functionality,performance,security or integrity,nor attempt to do so;(ii)impersonate any person or en6ty,including,but not
limited to,Sensus,a Sensus employee or another user;or(iii)forge,falsify,disguise or otherwise manipulate any identifica6on 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 soflware ("Customer's Svstems") 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 Applica6on(s)managed by Sensus;and(ii)Customer's network router and firewail,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 Customer's 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 Customer's account,and Sensus will not be liable for any loss,damage or liability arising from Customer's account or any user ID and
password pairs associated with Customer.Customer is fully responsible for all acts and omissions that occur through the use of Customer's account and
any user ID and password pairs.Customer agrees(i)not to allow anyone other than the Authorized Users to have any access to,or use of Customer's
account or any user ID and password pairs at any time;(ii)to no6fy 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 Applica6on(s)and Managed Systems at the end of each session. Customer
agrees that Sensus shail be en6tled to rely,without inquiry, on the validity of the user accessing the Application(s)applica6on through Customer's
account,account ID,usemames or passwords.
v. Customer shall be responsible for the day-to-day opera6ons 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 applicafion opera6onal issues,(vi)responding to alarms and notifications,and(vii)performing over-the-air
commands(such as firmware updates or configura6on changes).
D. Software Solution Components.
i. Description of Software Solutions. Sensus software consists of a core communication module and a set of applications. Some applica6ons are
required to perform basic solution capabilities,other applications are optional and add additional capabilities and function to the overall solution. As
Customer's business process expands and/or new Sensus offerings are made available,additional applications and functionality can dynamically be
added to the solution,provided Customer purchases such additional applications.
ii. Regional Network Interface.The Regional Nehvork Interface(RNI)or Sensus head�nd is the centralized intelligence of the FlexNet nelwork;the RNI's
primary objective is to transfer endpoint(such as meters) data to the Customer and the ativanced feature applica6ons. The RNI is adaptable to
Confidential I Page 7 of 15
Customer configurations by simultaneously supporting a wide range of FlexNet enabled endpoints;including but not limited to meters(electric,water,
gas),street lighting,and Home Area Network devices.
a. Core Package
(i) Communication
1. Manages all inbound and outbound traffic to and from endpoints
2. Outbound routing op6miza6on
3. Route analyzer
4. AES256 bit encryption of radio messages
5. Reports and metric details of nehvork performance and troubleshoo6ng aids
6. Management of RF equipment(base stations and endpoint radios)
(ii) Data Collection
1. Missing read management
2. Management of duplicate reads
3. 60 day temporary storage
(iii) Application integration
1. To Sensus Analytics applications
2. Enable 3�d party application integration
3. Batch CMEP file export
4. Real-time access through MultiSpeak 3.0 and 4.1
(iv) Endpoint Management
1. Gas,water,electric,lighting concurrent support
2. Remote configuration
3. Remote firmware updates
4. Reports,metrics and Troubleshooting
(v) User Management
1. Secure access
2. Password management
3. Definable user roles
4. User permissions to manage access to capabilities
b. Integration of RNI.Sensus shall provide RNI integration support services to Customer only to the extent specifically provided below:
(i) Sensus shall meet with the representative from the Customer's system(s)targeted for integration to determine which integra6on method is
appropriate(e.g.,Multispeak,CMEP,etc.).
1. In scope and included integration effoRs: Provide the gateway URLs to the integrating system as needed, provide Customer with
standard integration API documentation,validate and test that the correct Customer informa6on is flowing into and/or out of the RNI.
2. Out of scope and subject to addifional 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 Responsibili6es:
1. Provide Sensus with informa6on about the relevant information Customer wishes to transfer and integrate with the RNI.
2. Establish the network and securiry requiretl for the two systems to reasonably communicate.
3. Verify integration to third party system functionality is working as intended.
(iii) If a�item is not listed in subparagraph(i)above,such item is excluded from the integration of Sensus RNI Support and is subject to addi6onal
pricing.
3. Sensus Analytics
Sensus Analytics is a cfoud-based solution and data platform that allows storage and retrieval of raw reads and data from other sources for analysis,exportation,and
inquiry or reporting.The platform provides applications and reporting capabili6es.
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 ce�tain 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 notificafions for an event on a single meter to be forwarded to a Customer employee.
h. Allows details to be viewed about a meter—(dependent on the data integrated from other systems).
ii. Meter Insight(provides the following)
a. #of active meters.
b. #of orphaned meters with drill down to the list of ineters.
c. #of inactive meters with usage drill down to the list of ineters.
d. #of stale meters with drill down to the list of ineters.
e. #of almost stale meters with drill down to the list of ineters.
f. #of ineters where no read is available with drill down to the list of ineters.
g. #of ineters with maximum threshold exceptions with drill down to the list of ineters.
h. #of ineters with minimum threshold excep6ons with drill down to the list of ineters.
i. #of unknown radios with drill down to the list of ineters.
iii. Report Access
Confidential �Page 8 of 15
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 fime.
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 consump6on for the last 24hr, 48hr and 72hr from the
entered roll up date.
h. High Low Excep6on Report: Displays meters whose reads exceed minimum or/and maximum threshold,within a 6me 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 iwo condi6ons:(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 ineters that are created within the specified time range.
I. Orphaned Meters: List meters that are marked as'orphanetl',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 ld in the RNI. Users must enter which billing request file prior to running the report.
n. All Alarms Report: List all alarms occurred during a time window.Users can select which alarm to show.
iv. Billing Access
a. Initiate the creation of billing export files formatted to the import needs of the billing system.
b. Receive billing request files from the billing system to identify what meters to include in the billing export file in the case where billing request file
option is used.
c. Provides a repository of past billing files that were either used for billing preparation or actually sent to the billing system.
d. Will store created billing files for a period of three years unless otherwise denoted.
e. The system will allow creafion 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 ineter reading data including Intervals,Registers,and Alarms to be stored.
b. Stored data is available online for reports and analysis.
c. Data will be retained for 3 years.Additional duration can be purchased.
B. Enhanced Package. The Enhanced Package shall consist of the modules listed above in the Essential Package,as well as the following additional modules:
i. Alarm Insight
a. Allows the user to summarize and filter alarms by a date range.
b. Allows the user to review all alarm types on a single screen.
c. The user can filter out the alarms not wanted on the screen.
d. Alarm totals can be visualized.
e. Adds a view of trending alarms over time.
f. Click to drill down on an alarm to gain more information on specific events.
g. Click to analyze a specific event on a particular device.
ii. Alert Manager
a. Allows crea6on 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 no6fica6on methotl 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.
C. Integration of Sensus Analytics. Sensus shall provide integration support services to Customer only to the extent specifically provided below:
i. Sensus shall provide Customer with a simple flat file specification known as VFlex for the integration of the Customer's back office system to the Sensus
Analy6cs modules.The VFlex shall contain the following types of information: Device ids,end users in the system,end user status,end user account
information,end user name,and other end user details.This flat file may be delimited or fixed width.Customer shall produce this file and transmit it to
the FTP location designated by Sensus.When sent to the Sensus FTP servers,this file exchange will enable the system to become operational with the
Customer's systems. Customer shall produce this file and transmit it to the FTP location designated by Sensus.Sensus will provide reasonable support
to explain to Customer the required vs.optional fields that are in the specifica6on,testing and valida6on of the file format and content.
ii. In scope and included integration efforts: kick-off meeting to engage all required parties, mapping the Customer's fields to the VFlex specification,
validation of expected output,and a lwo(2)hour system review of Sensus Analytics applicafion and integra6on with the Customer's system(conducted
remotely).
iii. Out of scope and subject to additional charges will be the transformation of data where business logic including code must be written to modify the field
content or format of the data to meet the VFlex specification.
iv. Sensus' integration services consist of four(4)hours of assistance(remote or on-site, as determined by Sensus). If additional 6me is needed to
complete the integration efforts,Sensus shall invoice Customer for addi6onal fees on an actual time and materials basis.
v. If an item is not listed in subparagraphs(i)or(ii)above,such item is excluded from the integration of Sensus Analytics SuppoR and is
subjectto additional pricing.
vi. Data Import. The Sensus Analytics Application contains adapters for the import of data from;(a)Customer's flexNet AMI System;and/or(b)AutoRead
application for handheld and drive by systems,as applicable.
vii. CustomerAcknowledgements.
a. Customer acknowledges that the Sensus Analy6cs Applica6on provides up to fifty(50)user logins for Customer's use.
Confidential �Page 9 of 15
b. Customer acknowledges and agrees the Sensus Analytics Application is based upon the actual number of End Users within Customer's Service
Territory. Pricing may increase if Customer's Service Territory or actual number of End Users expands.
c. Customer acknowledges that all data relatetl to the Sensus Analytics Applications is geographically hosted within the United States of America.
Customer accepts the geographic location of such hosting,and indemnifies Sensus for any claims resulting therefrom.
d. Customer acknowledges and agrees that the Intellectual Property provisions of this Agreement apply in all respects to Customer's access to and
use of the Sensus Analytics Applications.
e. Customer is responsible for validating the data analyzed by the Sensus Analytics Applica6ons. Sensus makes no promises of improving
Customer's opera6ons or saving Customer money,nor is Sensus liable for any damages resulting from decisions made by Customer related to
Customer's use of Sensus Analy6cs.
4. Third Party Software.
A. RedHat Linux.lf Sensus is providing Customer with a license to use RedHat Linux Software,Customer agrees to the following:
By entering into this Agreement, Customer agrees to abide by and to be legally bound by the terms and conditions of the Red Hat End User License
Agreements identified below,each of which are incorporated into this Agreement by reference and are available at the websites identified below.Please read
the Red Hat End User License Agreements and incorporated references carefully.
Subscription: End User License Agreement:
Red Hat Enterprise Linux http://www.redhat.com/licenses/rhel_rha_eula.html
JBoss Enterprise Middleware http://www.redhat.com/licenses(boss_eula.html
Confidential �Page 10 of 15
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 esralate 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 6me-consuming acfivifies such as power on/power of�.
b) The local distributor.
c) Sensus employees or contracted personnel,if required to fulfill a contract commitrnent.
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 repoRing 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 documenta6on,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 poten6al problem and calls Technical Services at 1-800-638-3748 Opfion#2.The Customer Service Associate or Technical
Support Engineerwill submit a SalesForce ticket.
4.2. The Customer Service Associate or Technical Support Engineer will identify the caller name and utility by the assigned soflware 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 crea6on 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:Nehvork mass outage,all reading collection devices inoperable,inoperable head end soflware(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:Nelwork equipment failure(e.g.,FlexNet Echo,FlexNet Remote,Base Sta6on transceiver,or VGB);inoperable reading devices
(e.g.,AR5500,VXU,VGB,or CommandLink);head end software application has important func6onality not working and cannot create export file for
billing system opera6ons.
Sev3 The system is usable and the issue doesn't affect critical overall opera6on.
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 func6on of the soflware 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 suppoR,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 Suppo�t 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 resolu6ons 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 descripfion of the environment in
which the issue arises,and a list of any correc6ve 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 woricing
solutions were provided. If an existing resolution is found that will address the reported issue,it shall be communicated to the customer. Once it is
confirmed that the issue has been resolved,the ticket is closed.
c. If there is no known defect or support that defines the behavior,Technical Services will work with the customer to reproduce the issue.If the issue can
be reproduced,either at the customer site or within support center test lab,Technical Services will escalate the ticket for further investigation/resolution.
If the issue involves units that are considered to be defective with no known reason,the representative will open a Special invesfigation RMA through the
SalesForce system.If it is determined that a sample is required for further analysis,the customer will be provided with instructions that detail where to send the
product sample(s)for a root cause analysis.Once it is determined that the issue cannot be resolved by Tier 1 resources,the ticket will be escalated to Tier 2
support for confirmation/workarounds to resolve immediate issue.Technical Services will immediately contact the customer to advise of the escala6on.The
response and escalation times are listed in Sec6on 5.At this time,screen shots,log files,configuration files,and database backups will be created and
attached to the 6cket.
5. Response and Resolution Tagets.
Confidential �Page 11 of 15
Sensus Technical Support will make every reasonable effort to meet the following response and resolution targets:
Severity Standard Target Standard Target Resolution Resolution(one or more of the following)
Response
Immediately assign trained and qualified ' Satisfactory workaround is provided.
Services Staff to correct the error on an • Program patch is provided.
1 30 Minutes expedited basis.Provide ongoing . Fix incorporated into future release.
communication on the status of a . Fix or workaround incorporated into
correction(24 hours). SalesForce Knowledge Base.
• Satisfactory workaround is provided.
Assign trained and qualified Services . program patch is provided.
Staff to correct the error.Provide
2 4 hours communicafion as updates occur(48 • Fix incorporated into future release.
hours). • Fix or workaround incorporated into
SalesForce Knowledge Base.
. Answer to question is provided.
• Satisfactory workaround is provided.
3 1 Business Day 30 business days . Fix or workaround incorporated into
SalesForce Knowledge Base.
• Fix incorporated into future release.
6. Problem Escalation Process.
6.1. If the normal support process does not produce the desired results,or ii 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 sa6sfied 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 documenta6on 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 �Page 12 ot 15
Exhibit C
Privacy Statement
Xylem Privacy Policy(from website 11-07-2018)
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(co�lectively,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 automa6cally 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 transac6on informa6on 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 obliga6ons
• 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 Legifimate 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.
We do not use automated decision-making,including 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 transac6on
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
collectetl 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 optimizafion 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 informafion 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 cookies that 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 identi(ying information about the user including web-su�ng behavior
and user preferences for a specific website. Persistent cookies are set with an expira6on date and stored on your hard drive until it expires or until you delete from your
computer.
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 leam which advertisements brought you to our website(s).
In order to help gather more information about site usage,all Xylem Sites use adverUsing,analytics,media cookies and tags powered by tools such as Yahoo,Google,
Adobe,Omniture,Rubicon and others.Atlditionally,the Sites also use Google Analytics,a web analytics service provided by Google,Inc.("Google"),which also uses
cookies.The informa6on 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
Confidential �Page 13 of 15
States.Google uses this information for the purpose of evaluation activity,compiling website reports and providing other services relating to website ac6vity usage. Google
may also transfer this informa6on 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
ntact form
ansfer of personal data
Google Analytics
Facebook
witter
Goagle+1
Linkedln
ing
ouTube
Google Adsense
Google Analytics Remarketing
Comments in a blog
Google AdWords and conversion tracking
dditional implementations in the website(please complete=
ebTraxs
Linkedln Insights
Marketo Tracking
Mouseflow
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 Diaital Advertisinq Alliance,Network Advertisinq Ini6ative,Diqital Advertisinq Alliance-Canada,Euroaean Interac6ve Diqital Advertisinq
Alliance or your device settings for if you have the DAA or other mobile app.
Do-Not Track:At this 6me,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 informa6on 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 opera6ng 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 informa6on 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 prac6ces they employ and encourage you to read their own privacy disclosures.
HOW THE COMPANY STORES,TRANSFERS,OR PROCESSES YOUR PERSONAL DATA ACROSS BORDER
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 counUy.We provide appropriate protec6ons for cross-
border transfers as required by law,including informa6on 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 confirma6on 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 datasubiect.requests anxvleminc.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:
• 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 communicafion from Xylem,please follow the unsubscribe link in the relevant communications or contact us using the link below.
• Cookies and Similar Technologies. Please review your browser or computer settings for certain cookies and see above to exercise certain choices regarding
cookies.
HOW THE COMPANY RETAINS YOUR PERSONAL DATA
Confidential �Page 14 of 15
• 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 alteratio�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.
CHANGES TO OUR PRIVACY STATEMENT
Xylem may update this Privacy Statement from time to 6me as our business(e.g.mergedacquisition)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.privacyLalxvleminc.com
• You may also have a right to lodge a complaint with a supervisory authority.
May 4,2018
Confidential �Page 15 of 15