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Home My WebLink About09 Approval of Sensus Software as a Service Agreement City of Ocoee ▪ 1 N. Bluford Avenue ▪ Ocoee, Florida 34761 Phone: (407) 905-3100 ▪ www.ocoee.org STAFF REPORT Meeting Date: February 17, 2026 Item #: 9 Contact Name: Jen Bolling Department Director: Jen Bolling Contact Number: Ext. 4021 City Manager: Craig Shadrix Subject: Approval of Sensus Software as a Service Agreement. (Utilities Director Bolling) Background Summary: On February 21, 2008, the City entered into a Statement of Work with Sensus for the implementation of the advanced water metering infrastructure (AMI) system and later approved upgrades to the Sensus Analytics Enhanced Package, including cloud hosting and the Sensus Customer Portal. This AMI system provides accurate and timely meter data to support utility billing, customer service, water conservation initiatives, and long-term utility planning. The Sensus Customer Portal is now being retired. On October 20, 2025, the City Commission approved Vertex One as the replacement customer portal. Because the existing portal is being phased out, a new agreement with Sensus is required to reflect the revised terms of service. The updated Software as a Service (SaaS) agreement incorporates the City’s existing Sensus hosted software solution, leased spectrum, technical support, and all associated terms and conditions required for the continued operation of the Advanced Metering Infrastructure (AMI) platform. The agreement also adds language to facilitate the use of the Vertex Customer Portal component approved by the Commission on October 21, 2025, and removes the Sensus Customer Portal component being retired. Sensus is the sole source manufacturer for the City’s water meters and AMI software services, and Core & Main is the sole source provider of Sensus products. In Fiscal Year 2025, the SaaS fee totals $30,385.38. This fee is a flat annual cost subject to a three percent (3%) annual escalation. Issue: Should the Honorable Mayor and City Commission approve the Sensus Software as a Service agreement? Recommendations: Staff recommends that the Honorable Mayor and City Commission authorize the Mayor, City Clerk, and Staff to execute the required Agreement, and authorize the City Manager to approve change orders to this agreement up to the limit of his purchasing authority for each change order and up to the budgeted amount for this agreement for all change orders. Attachments: 1. Agreement Page 295 of 322 City of Ocoee ▪ 1 N. Bluford Avenue ▪ Ocoee, Florida 34761 Phone: (407) 905-3100 ▪ www.ocoee.org Financial Impacts: SaaS service fee is a required annually reoccurring fee and is budgeted under 401-533-10-3400 and 401-535- 10-3400. Type of Item: Consent Page 296 of 322 Page 1 of 24 Software as a Service Agreement between City of Ocoee, Florida (“Customer”) and Sensus USA Inc. (“Sensus”) WHEREAS, Sensus and Customer entered into a Purchase Order 1418204 on October 25, 2007 for the purchase of a Sensus FlexNet System, and WHEREAS, Sensus and Customer entered into a Statement of Work on February 21, 2008 for the deployment of hosted RNI Software with Harris-licensed Logic software in the FlexNet System, which the parties subsequently upgraded to the Sensus Analytics Enhanced Package with Customer Portal Software, thereby replacing the Harris-licensed Logic software (the “Original Agreement”). NOW THEREFORE, the parties now desire to amend and restate the terms of their relationship by executing a new agreement which will end constructive extension of the Original Agreement. IN WITNESS WHEREOF, the parties have caused this Software as a Service (“Agreement”) to be executed by their duly authorized representatives with an August 21, 2007 “Effective Date”. This Agreement shall commence on the Effective Date and renewed annually for the renewal term of twenty (20) years unless terminated earlier in accordance with the terms of this Agreement. Sensus USA Inc. Customer: City of Ocoee, Florida By: {{Sig_es_:signer2:signature}} By: {{Sig_es_:signer1:signature}} Name: {{Sig_es_:signer2:fullname}} Name: {{Sig_es_:signer1:fullname}} Title: {{Sig_es_:signer2:title}} Title: {{Sig_es_:signer1:title}} Contents of this Agreement: Agreement Exhibit A Software Exhibit B Technical Support Exhibit C VertexOne Software EULA Page 297 of 322 Page 2 of 24 Agreement 1. General A. Agreement Generally. The scope of this Agreement includes Sensus providing the specified services, usage terms for Sensus’ hosted Software solution, leased spectrum, technical support, and supporting terms and conditions for an advanced metering infrastructure solution in consideration of Customer’s purchase and payment to Sensus’ Authorized Distributor under separate agreement by and between Customer and Sensus’ Authorized Distributor, for all such goods and services. 2. Software. A. Software as a Service (“SaaS”) i Sensus shall provide Customer with SaaS, as defined in Exhibit A, and Technical Support during the Term and only so long as C ustomer is current in its payments for such services. Upon the expiration or termination of this Agreement, Sensus will have no obligation to provide any further Services or Technical Support. ii Sensus will provide Technical Support for any given Release in accordance with Exhibit B for four (4) years from the date Sensus issues the Release. Sensus will provide Engineering Support of any given release for two (2) years from the date Sensus issues the Release. Notwithstand ing the foregoing, in the event of a critical security vulnerability (in Sensus’ reasonable discretion), Customer acknowledges (i) that in order to receive particular vulnerability or defe ct corrections (whether by Patch, Update or Upgrade), Customer may need to move to a more recent supported Release of the Software, and (ii) Sensus reserves the right to discontinue supporting Releases of the Software, including in the event such Software has been identified by Sensus as end of life. Sensus may declare Software “end of life” upon either (i) the relevant window of Technical Support or Engineering Support ending or (ii) becoming aware of a security incident or vulnerability. B. UCITA. To the maximum extent permitted by law, the Parties agree that the Uniform Computer Information Transaction Act as enacted by any state shall not apply, in whole or in part, to this Agreement. C. VertexOne Customer Portal Software. Sensus shall cause WaterSmart Software, Inc. (“WaterSmart”) to grant Customer continuing access to the VertexOne SaaS offering, subject to the applicable End User Licensing Agreement (“EULA”) outlined in Exhibit C, but only for so long as Customer is current in its undisputed payments for such services. 3. Spectrum A. Spectrum Lease. The parties previously entered into a spectrum manager lease on 3/17/2014 (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, “Equipment”) 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 directly from Sensus, or if Customer pays any fees or other costs to Sensus, then Sensus’ Terms of Sale shall apply. The “Terms of Sale” are available at: http://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 AND/OR CONDITIONS, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON - INFRINGEMENT AND TITLE. WITHOUT LIMITING THE FOREGOING, SENSUS MAKES NO WARRANTIES OR PROMISE (I) THAT ITS SOFTWARE AS A SERVICE, SOFTWARE OR OTHER SERVICES WILL OPERATE IN CONJUNCTION WITH ANY SOFTWARE, SERVICES OR PRODUCTS PROVIDED BY THIRD PARTIES, (II) THAT THE OPERATION OF THE SOFTWARE AS A SERVICE OR ANY SENSUS SOFTWARE WILL BE UNINTERRUPTED OR ERROR OR VULNERABILITY FREE, OR (III) THAT ALL DEFECTS, BUGS, ERRORS OR VULNERABILITIES CAN OR WILL BE FIXED OR REMEDIATED. CUSTOMER ACKNOWLEDGES THAT SENSUS DOES NOT CONTROL THE TRANSFER OF DATA OVER THE INTERNET OR ACROSS OTHER NETWORKS, AND THE SOFTWARE AS A SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OR OPERATION OF SUCH INTERNET OR NETWORKS. SENSUS IS NOT RESPONSIBLE FOR ANY DAMAGES, INCIDENTS, DELAYS, DELIVERY PROBLEMS, OR OTHER PROBLEMS RESULTING FROM SUCH INTERNET OR NETWORK PROBLEMS. IN NO EVENT IS SENSUS RESPONSIBLE OR LIABLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SOFTWARE AS A SERVICE OR ANY SENSUS SOFTWARE THAT ARISE FROM CUSTOMER’S OR ITS THIRD PARTIES’ ENVIRONMENT; FAILURE TO IMPLEMENT PATCHES, UPDATES OR UPGRADES; SYSTEMS; CONTENT; NETWORKS; OR DEVICES. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, CUSTOMER ASSUMES ALL RESPONSIBILITY AND RISK FOR ITS USE OF THE SOFTWARE AS A SERVICE, SENSUS SOFTWARE AND OTHER SERVICES PROVIDED UNDER THIS AGREEMENT. 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. Sensus is not responsible for any problems that arise from the installation services (e.g., faulty configuration). 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 b y Sensus shall be subject to a separate agreement which describes the scope and pricing for such work. E. IT Systems Integration Services. Except as may otherwise be provided herein, integration of the Software into Customer’s new or existing internal IT systems is not included in this Agreement. Any integration work shall be subject to a separate agreement which describes the scope and pricing for such work. F. WAN Backhaul connection services are not included in this Agreement. 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 by Sensus from any litigation instituted against Customer in the United States by a third party to the extent alleging that the FlexNet System as 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 and any settlement. Notwithstanding the foregoing, Sensus shall have no obligation or liability under this indemnity unless Customer cooperates fully 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 obligation or liability hereunder if such claim is related to; (i) any change, modification or alteration made to the FlexNet System by Customer Page 298 of 322 Page 3 of 24 or a third party, (ii) use of the FlexNet System in combination with any goods or services not provided by Sensus hereunder, (iii) Customer’s failure to use the most recent version of the Software or to otherwise take any corrective action as reasonably directed by Sensus, (iv) compliance by Se nsus with any designs, specifications or instructions provided by Customer or compliance by Sensus with an industry standard, or (v ) any use of the FlexNet System other than for the Permitted Use or in a manner that exceeds the licenses and rights provided herein. In the event the FlexNet System is adjudicated to infringe a patent or copyright of a third party and its use is enjoined, or, if in the reasonable opinion of Sensus, the FlexNet System is likely to become the subject of an infringement claim, Sensus, at its sole discretion and expense, may at its option; (i) procure for Customer the right to continue using the FlexN et System or (ii) modify or replace the FlexNet System so that it becomes non-infringing. THIS SECTION STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SENSUS’ ENTIRE LIABILITY AND OBLIGATION FOR ANY CLAIM OF INFRINGEMENT. B. Limitation of Liability. Sensus’ aggregate liability in any and all causes of action arising under, out of or in relation to this Agreement, its negotiation, performance, breach or termination (collectively “Causes of Action”) shall not exceed the greater of; (a) the total amount paid by Custome r directly to Sensus 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, including from any End User(s), irrespective whether such lost revenue or profits is categorized as direct damages or otherwise; nor (iii) any In/Out Costs; nor (v) damages arising from maincase or bottom plate breakage caused by freezing temperatures, water hammer conditions, or excessive water pressure. The limitations on liability set forth in this Agreement are fundamental inducements to Sensus entering into this Agreement. They apply unconditionally and in all respects. They are to be interpreted broadly so as to give Sensus the maximum protection permitted under law. C. Termination. Either party may terminate this Agreement earlier if the other party commits a material breach of this Agreement and such material breach is not cured within forty-five (45) days of written notice by the other party. Upon any expiration or termination of this Agreement, Sensus’ and Customer’s obligations hereunder shall cease and the software as a service and Spectrum Lease shall immediately cease. D. Force Majeure. If Sensus becomes unable, either wholly or in part, by an event of Force Majeure, to fulfill its obligations under this Agree ment, the obligations affected by the event of Force Majeure will be suspended during the continuance of that inability. The party affected by the force majeure will take reasonable steps to mitigate the Force Majeure. Notwithstanding anything herein to the contrary, in no event will Sensus be liable for the co nsequences or impact of any Force Majeure event. E. Temporary Service Suspension. Sensus may suspend the Services without liability if: (i) Customer fails to pay Sensus or its authorized distributor when payment is due; (ii) Sensus reasonably believes that the Services are being used in violation of the Agreement; (iii) Sensus is required by applicable law or by a regulatory or government body to suspend Customer’s access to the Services; (iv) a Force Majeure event requires Sensus to suspend Customer’s access; or (v) there is another event for which Sensus reasonably believes that the suspension of Services is necessary to protect the Services. Sensus will give Customer advance notice of a suspension where reasonably possible under the circumstances. If a suspension is based on Customer’s breach of Cu stomer’s obligations under the Agreement, Sensus may continue to charge Customer the fees for the Services during suspension. F. Intellectual Property Rights. i. Software and Materials. No Intellectual Property is assigned to Customer hereunder. Excluding Customer Data, Sensus shall own or continue to own all right, title, and interest in and to the Intellectual Property associated with the Software and related documentation, including any derivations and/or derivative works (the “Sensus IP”). To the extent, if any, that any ownership interest in and to such Sensus IP does not automatically vest in Sensus by virtue of this Agreement or otherwise, and instead vests in Customer, Customer agrees to grant and assign and hereby does grant and assign t o Sensus all right, title, and interest that Customer may have in and to such Sensus IP. Customer agrees not to reverse engineer any Sensus Products purchased or provided hereunder. ii. Customer Data. Notwithstanding the prior paragraph, as between Customer and Sensus, Customer remains the owner of all right, title or interest in or to any Customer Data. “Customer Data” means solely usage data collected by the Field Devices. To avoid doubt, Customer Data does not include non -End User usage data collected by the Field Devices, Software, or FlexNet System, such as network and equipment status information or the like. Customer represents to Sensus that Customer (i) has sufficient rights in all Customer Data, to hold the Customer Data and deliver it t o Sensus as required for the Services to be performed as contemplated in the Agreement, and (ii) has obtained (and is responsible for maintaining) from all individuals, pe rsons and third parties whose personal information is contained in the Customer Data all required consents and authorizations, and has provided to all individuals, persons, and third parties the notices with respect to the collection, retention, disclosure and use of the Customer Data as contempla ted for the purposes of this Agreement that are required under applicable foreign, federal and state laws and regulations, including but not limited to relevant privacy laws and regulations. iii. Consent to Use of Customer Data. Customer hereby irrevocably grants to Sensus a world-wide royalty-free, non-exclusive, irrevocable right and license to access, store, and use such Customer Data and any other data or information provided to Sensus, to (1) provide the Service; (2) analyze and improve the Service; (3) analyze and improve any Sensus equipment, software, or service; or (4) for any other internal use. As used herein, “Service” means Sensus' obligations under this Agreement, such as the Software as a Service. iv. Access to Customer Data. Within 45 days of Customer’s written request, Sensus will provide Customer a copy of the previous 24 months of data collected by the FlexNet System in a format of Sensus’ discretion and deliver the file to a drop location specified by Customer. G. Data Privacy. Customer acknowledges and agrees that Sensus and its Affiliates (collectively, “Xylem”) may collect and process personal data for the purposes outlined in this Agreement and in Xylem’s then-current privacy policy. Xylem’s data privacy policy is available and maintained at https://www.xylem.com/en- us/support/privacy/ or any successor web page designated by Xylem from time-to-time. The collection and use of personal data by Customer, including providing necessary notices and obtaining required consents from end users, is Customer’s sole responsibility. H. Right to use Feedback. Customer grants Sensus a royalty-free, worldwide, irrevocable, perpetual license to use, aggregate, alter or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its employees and agents. I. Confidentiality. Except as may be required under applicable law, court order, or regulation, or to the extent permitted under or required to perform and enforce this Agreement, both parties shall (and shall cause their employees and contractors to) keep all Confidential Information strictly confidential and shall not disclose it to any third party. Without limiting any other obligations in this Agreement, Customer shall not provide Sensus’s Confidential Information to any person who designs or develops software products or services that compete with Sensus’s software products and services. The Confidential Information may be transmitted orally, in writing, electronically or otherwise observed by either party. Notwithstanding the foregoing, “Confidential Information” shall not include; (i) any information that is in the public domain other than due to Recipient’s breach of this Agreement; (ii) any information in the possession o f the Recipient without restriction prior to disclosure by the Discloser; or (iii) any information independently developed by the Recipient without reliance on the information disclosed hereunder by the Discloser. “Discloser” means either party that discloses Confidential Information, and “Recipient” means either party that receives it. The receiving party will return or destroy the other party’s Confidential Information upon receiving written notice from the other party, provided that such return or destruction does not interfere with the receiving party’s rights and obligations under this Agreement, including Sensus’ right to use Customer Data. The foregoing does not require the receiving party to search its archived electronic back-up files of its computer systems for the other party’s Confidential Information to purge such Confidential Information Page 299 of 322 Page 4 of 24 from its archived files; provided, however, that the receiving party must: (i) maintain the confidentiality of such archived Confidential Information as if this Agreement were still in effect and (ii) not use such archived Confidential Information for any purpose. J. Compliance with Laws. Customer shall comply with all applicable country, federal, state, and local laws and regulations, as set forth at the time of acceptance and as may be amended, changed, or supplemented. Customer shall not take any action or permit the taking of any action by a third party, which may render Sensus liable for a violation of applicable laws. i. Export Control Laws. Customer shall; (i) comply with all applicable U.S. and local laws and regulations governing the use, export, import, re -export, and transfer of products, technology, and services; and (ii) obtain all required authorizations, permits, and licenses. Customer shall immediately notify Sensus, and immediately cease all activities with regards to the applicable transaction, if the Customer knows or has a reasonable sus picion that the equipment, software, or services provided hereunder may be directed to countries in violation of any export control laws. By ordering equipment, software or services, Customer certifies that it is not on any U.S. government export exclusion list. ii. Anti-Corruption Laws. Customer shall comply with the United States Foreign Corrupt Practices Act (FCPA), 15 U.S.C. §§ 78dd -1, et seq.; laws and regulations implementing the OECD’s Convention on Combating Bribery of Foreign Public Officials in International Business Tra nsactions; the U.N. Convention Against Corruption; the Inter-American Convention Against Corruption; and any other applicable laws and regulations relating to anti-corruption in the Customer’s county or any country where performance of this Agreement, or delivery or use of equipment, software or services will occur. K. 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. L. 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, Cus tomer 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. M. 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. N. Governing Law and Dispute Resolution. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Florida. Any and all disputes arising under, out of, or in relation to this Agreement, its negotiation, performance or termination (“Disputes’) shall first be resolved by the Parties attempting mediation in Florida. If the Dispute is not resolved within sixty (60) days of the commencement of the mediation, it shall be litigated in courts in and for Orange County for state actions and the Middle District of Florida – Orlando Division for any federal actions. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES AGREE TO A BENCH TRIAL AND THAT THERE SHALL BE NO JURY IN ANY DISPUTES. O. Public Records Obligations. Pursuant to Section 119.0701, Florida Statutes, when Sensus provides services to Customer under the terms of the Agreement, Sensus shall comply with the public records laws set forth in Chapter 119, Florida Statutes, and any successor statute (the “Act”). Specifically, Sensus shall, to the extent required by the Act: i. Keep and maintain public records that ordinarily and necessarily would be required by Customer in order to perform the service provided to Customer; ii. Provide the public with access to public records on the same terms and conditions that Customer would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or otherwise provided by law; iii. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law; iv. Meet all requirements for retaining public records, transfer all public records in possession of Sensus upon completion or termination of its duties under the Agreement, and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to Customer in a format that is compatible with the information technology systems of Customer; v. Upon request of Customer, promptly provide Customer with copies of public records which pertain to this Agreement; and vi. In the event that Sensus receives a request from any person or entity other than Customer for a document, computerized information, audio or videotape, CD, DVD, or any other record in Sensus’ possession pursuant to this Agreement, notify Customer immediately and submit the req uest to Customer for direction on how to comply with Florida’s Public Records Law. Sensus shall allow Customer to inspect the requested record to advise Sensus if any material therein is exempt or confidential and therefore subject to redaction. Sensus acknowledges that Customer is a public entity subject to the Act and that any documents provided by Sensus to Customer may be considered public records, as defined in the Act, provided, however, that Customer shall give written notice to Sensus by writing to legal@xyle m.com of any request for the disclosure of such records, together with a copy of the request. If Sensus does not consent to such disclosure, Sensus then shall have ten (10) business days from the date it receives such notice to advise Customer whether Sensus any material therein is exempt or confidential and therefore subject to redaction. P. Survival. The provisions of this Agreement that are applicable to circumstances arising after its termination or expiration shall survive such termination or expiration. Q. 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. R. Four Corners. This written Agreement, including all of its exhibits and the Spectrum Lease, represents the entire understanding between and obligations of the parties and supersedes all prior understandings, agreements, negotiations, and proposals, whether written or oral, formal or informal between the parties. Any additional writings shall not modify any limitations or remedies provided in the Agreement. There are no other terms or conditions, oral, written, electronic or otherwise. There are no implied obligations. All obligations are specifically set forth in this Agreement. Further, there are no representations that induced this Agreement that are not included in it. The ONLY operative provisions are set forth in writing in this Agreement. Without limiting the generality of the foregoing, no purchase order placed by or on behalf of Customer shall alter any of the terms of this Agreement. The parties agree that such documents are for administrative purposes only, even if they have terms and conditions printed on them and even if and when they are accepted and/or processed by Sensus. Any goods, software or services delivered or provided in anticipation of this Agreement (for e.g., as part of a pilot or because this Agreement has not ye t been signed but the parties have begun the deployment) under purchase orders placed prior to the execution of this Agreement are governed by this Agreement upon its execution and it replaces and supersedes any such purchase orders. S. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Additionally, this Agreement may be executed by facsimile or electronic copies, all of which sh all be considered an original for all purposes. 7. Definitions. As used in this Agreement, the following terms shall have the following meanings: A. “Affiliate” of a party means any other entity controlling, controlled by, or under common control with such party, where “control” of an entity means the ownership, directly or indirectly, of 50% or more of either; (i) the shares or other equity in such entity; or (ii) the voting rights in such entity. B. “Confidential Information” means any and all non-public information of either party, including all technical or performance information about either party’s products or Page 300 of 322 Page 5 of 24 services, pricing information, marketing and marketing plans, Customer’s End Users’ data, FlexNet System performance, FlexNet System architecture and design, FlexNet System software, other business and financial information of either party and all trade s ecrets of either party. For the avoidance of doubt, information about the performance, operation, specifications, or features of the Services and FlexNet System is the Confidential Information of Sensus. 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. “Engineering Support” means providing Patches and Updates to Software. E. “Field Devices” means the SmartPoint Modules. F. “FlexNet Base Station” identifies the Sensus manufactured device consisting of one transceiver, to be located on a tower that receives readings from the SmartP oint Modules (either directly or via an R100 unit) by radio frequency and passes those readings to the RN I by TCP/IP backhaul communication. For clarity, FlexNet Base Stations include Metro Base Stations. G. “FlexNet System” is comprised of the SmartPoint Modules, RF Field Equipment, Server Hardware, software licenses, Spectrum Lease, and other equ ipment provided to Customer hereunder. The FlexNet System only includes the foregoing, as provided by Sensus. The FlexNet System does not incl ude goods, equipment, software, licenses or rights provided by a third party or parties to this Agreement. H. “Force Majeure” means an event beyond a party’s reasonable control, including, without limitation, acts of God, hurricane, flood, volcano, tsuna mi, tornado, storm, tempest, mudslide, vandalism, pandemic, illegal misconduct, sabotage, interruptions in power, communications or Internet service, acts of governments or government -backed actors, illegal or unauthorized radio frequency interference, strikes, lockouts, or other industrial disturbances, unavailabi lity of component parts of any goods provided hereunder, acts of public enemies, wars, blockades, embargoes, insurrections, riots, epidemics, earthquakes, fires, restraints or prohibitions by any court, board, department, commission or agency of the United States or any States, any arrests and restraints, civil disturbances and explosion. I. “Hosted Software” means those items listed as an Application in Exhibit A. J. “In/Out Costs” means any costs and expenses incurred by Customer in transporting goods between i ts warehouse and its End User’s premises and any costs and expenses incurred by Customer in installing, uninstalling and removing goods. K. “Intellectual Property” means patents and patent applications, inventions (whether patentable or not), trademarks, serv ice marks, trade dress, copyrights, trade secrets, know-how, data rights, specifications, drawings, designs, maskwork rights, moral rights, author’s rights, and other intellectual p roperty 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. L. “LCM” identifies the load control modules. M. “Licensed Software” means the Software licensed hereunder pursuant to the terms of the Agreement. N. “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. O. “Patches” means patches or other maintenance releases of the Software that correct processing errors and other faults , vulnerabilities and defects found in the Software. For clarity, Patches are not Updates or Upgrades. P. “Permitted Use” means only for reading and analyzing data from Customer’s Field Devices in the Service Territory. The Permitted Use does not include reading third devices not provided by Sensus or reading Field Devices outside the Service Territory. Q. “R100 Unit” identifies the Sensus standalone, mounted transceiver that takes the radio frequency readings from the SmartPoint Modules and relays them by radio frequency to the relevant FlexNet Base Station or directly to the RNI by TCP/IP backhaul communication, as t he case may be. R. “Release” means both Updates and Upgrades. S. “Remote Transceiver” identifies the Sensus standalone, mounted relay device that takes the radio frequency readings from the SmartPoint Modules and relays th em directly to the RNI by TCP/IP backhaul communication. T. “RF” means Radio Frequency. U. “RF Field Equipment” means, collectively, FlexNet Base Stations, R100 units (if any) and Remote Transceivers (if any). V. “RNI” identifies the regional network interfaces consisting of hardware and software used to gather, store, and report data collect ed by the FlexNet Base Stations from the SmartPoint Modules. The RNI hardware specifications will be provided by Sensus upon written request from Customer. W. “RNI Software” identifies the Sensus proprietary software used in the RNI and any Patches, Updates, and Upgrades that are provided to Custom er pursuant to the terms of this Agreement. X. “Security Breach” means a cybersecurity incident whereby an unauthorized third party intentionally compromises the security of Customer’s tenant environment in Sensus’ Software as a Service solution and gains access to Customer’s tenant environment and data . Y. “Service Territory” identifies the geographic area where Customer utilizes Sensus equipment to provide services to End Users as of the Effective Date. This area will be described on the propagation study in the parties’ Spectrum Lease filing with the FCC. Z. “Server Hardware” means the RNI hardware. AA. “SmartPoint™ Modules” identifies the Sensus transmission devices installed on devices such as meters, distribution automation equipment and demand/response de vices located at Customer’s End Users’ premises that communicate with the relevant devices and transmit those communications by radio frequency to the relevant piece of RF Field Equipment. BB. “Software” means all the Sensus proprietary software provided as a service 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. CC. “Technical Support” means the services set forth on Exhibit B. DD. “Updates” means releases of the Software that constitute a minor improvement in functionality. EE. “Upgrades” means releases of the Software which constitute a significant improvement in functionality or architecture of the Software. FF. “WAN Backhaul” means the communication link between FlexNet Base Stations and Remote Transceivers and RNI. Page 301 of 322 Page 6 of 24 Exhibit A Software Software as a Service 1. Description of Services. This exhibit contains the details of the SaaS that Sensus shall provide to Customer if both; (i) pricing for the application of Software as a Service has been provided to the Customer; and (ii) the Customer is current in its payments to Sensus’ authorized distributor for such application of Software as a Service. A. Software as a Service Generally. SaaS is a managed service in which Sensus will be responsible for the day-to-day monitoring, maintenance, management, and supporting of Customer’s Software tenant in Sensus’ (or its subcontractor’s) data centers. In a Software as a Service solution, Sensus owns (or has third parties operate or provide on its behalf) all components of the solution (server hardware, storage, data center, network equipment, Sensus software, and all third-party software) required to run and operate the Applications listed below. These software applications consist of the following (each an “Application”): • Regional Network Interface (RNI) Software • Sensus Analytics Software o A la carte Modules • Xylem Data Lake • Customer Portal The managed application systems consist of the hardware, Sensus Software, and other third-party software that is required to operate the Applications. Each Application will have a production and disaster recovery (as described below) environment Test environments are not provided unless otherwise specifically agreed by Sensus in writing. Sensus will manage the Applications by providing 24 x 7 x 365 monitoring of the availability and performance of the Applications. B. Use of Software as a Service. Subject to the terms of this Agreement, Sensus shall make Software as a Service available to Customer to access and use solely for the Permitted Use and solely for so long as Customer is current in its payments to Sensus or its authorized distributor for Software as a Service. The Software as a Service term commences on the date that Sensus first makes Software as a Service available to Customer for use and ends upon the earlier of: (i) the expiration or termination of the Agreement; (ii) breach by Customer of this exhibit or the Agreement; or (iii) Customer’s termination of Software as a Service as set forth in paragraph (C) below. C. Termination of an Application. Customer shall have the option at any time before the end of the Term to terminate any Application by giving Sensus one hundred twenty (120) days prior written notice. Such notice, once delivered to Sensus, is irrevocable. Should Customer elect to terminate any Application, Customer acknowledges that; (a) Customer shall pay all applicable fees, including any unpaid Software as a Service fees due in the current calendar year plus a ten percent (10%) early termination fee, where such fee is calculated based on the annual Software as a Service fee due in the current calendar year; and (b) Software as a Service for such Application shall immediately cease. If Customer elects to terminate the RNI Application in the Software as a Service environment but the Agreement has not expired or terminated, then upon delivery of the notice to Sensus, Customer shall purchase the necessary (a) RNI hardware from a third party and (b) RNI software license at Sensus' then-current pricing. No portion of the Software as a Service fees shall be applied to the purchase of the RNI hardware or software license. D. Software as a Service means only the following services: i. Sensus will provide the use of required hardware and or virtual environments, 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 Applications. iii. Sensus will provide Patches, Updates, and Upgrades to latest Sensus Hosted Software release. iv. Sensus will configure and manage the equipment (server hardware, routers, switches, firewalls, etc.) in the data centers: a. Network addresses and virtual private networks (VPN) b. Standard time source (NTP or GPS) c. Security access points d. Respond to relevant alarms and notifications. v. Capacity and performance management. Sensus will: a. Monitor capacity and performance of the Application server and software applications 24x7x365 using KPI metrics, thresholds, and alerts to proactively identify any potential issues related to system capacity and/or performance (i.e., database, backspool, logs, message broker storage, etc.) b. If an issue is identified to have a potential impact to the system, Sensus will open an incident ticket and manage the ticket through resolution per Exhibit B, Technical Support. c. Manage and maintain the performance of the server and perform any change or configuration to the server, in accordance to standard configuration and change management policies and procedures. d. Manage and maintain the server storage capacity and performance of the Storage Area Network (SAN), in accordance to standard configuration and change management policies and procedures. e. Exceptions may occur to the system that require Sensus to take immediate action to maintain the system capacity and performance levels, and Sensus has authority to make changes without Customer approval as needed, in accordance to standard configuration and change management policies and procedures. vi. Database management. Sensus will: a. Implement the data retention plan and policy and will provide the policy upon request. b. Monitor space and capacity requirements. c. Respond to database alarms and notifications. d. Install database software Upgrades and Patches. e. Perform routine database maintenance and cleanup of database to improve capacity and performance, such as rebuilding indexes, updating indexes, consistency checks, run SQL query/agent jobs, etc. vii. Incident and Problem Management. Sensus will: a. Proactively monitor managed systems (24x7x365) for key events and thresholds to detect and identify incidents. b. Respond to incidents and problems that may occur to the Application(s). Page 302 of 322 Page 7 of 24 c. Maintain policies and procedures for responding to incidents and performing root cause analysis for ongoing problems. d. Correlate incidents and problems where applicable. e. Sensus personnel will use the self-service portal to document and track incidents. f. In the event that Sensus personnel is unable to resolve an issue, the issue will be escalated to the appropriate Subject Matter Expert (SME). g. Maintain responsibility for managing incident and problems through resolution (which may include workarounds) 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 secure , consistence with NIST security standards. b. Perform intrusion prevention and detection of the data center network and firewalls and monitor logs and alerts. c. Conduct periodic penetration testing of the network and data center facilities. d. Conduct monthly vulnerability scanning by both internal staff and external vendors. e. Perform anti-virus and Malware patch management on systems. f. Install updates to virus protection software and related files (including virus signature files and similar files) on all servers from the update being generally available from the anti-virus software provider. g. Respond to threats found on the system and work to eliminate any virus or malware found. h. Adhere to and submit certification to NERC/CIP Cyber Security standards. i. Monitors industry regulations/standards regarding security – NERC, FERC, NIST, OpenSG, etc. through the Sensus security team. j. Provide secure web portal access (SSL) to the Application(s). ix. Backup and Disaster Recovery Management. Sensus will: a. Perform daily backups of data providing one (1) year of history for auditing and restoration purposes. b. Back-up and store data (on tapes or other storage media as appropriate) off-site to provide protection against disasters and to meet file recovery needs. c. Conduct incremental and full back-ups to capture data, and changes to data, on the Application(s). d. Replicate the Application(s) environments to a geographically separated data center location to provide a full disaster recovery environment for the Application production system. e. Generate a report following each and any disaster measuring performance against the disaster recovery plan and identification of problem areas and plans for resolution. f. Maintain a disaster recovery plan. In the event of a disaster, Sensus shall provide the services in accordance with the disaster recovery plan. g. In the case of a disaster and loss of access to or use of the Application, Sensus would use commercially reasonable efforts p er the Recovery Time Objectives (“RTO”) and Recovery Point Objectives (RPO) specified herein to restore operations at the same location or at a backup location within forty-eight (48) hours. h. The Application shall have a “RTO” of forty-eight (48) hours. i. The RPO shall be a full recovery of the Application(s), with an RPO of one (1) hour, 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. j. Data from external interfaced systems shall be recreated within a forty-eight (48) hour period with the assistance of Customer personnel and staff, as needed. E. Customer Responsibilities: i. Coordinate and schedule any changes submitted by Sensus to the system in accordance with standard configuration and change management procedures. ii. Participate in all required configuration and change management procedures. iii. Customer will log incidents related to the managed Application with Sensus personnel via email, web portal ticket entry, or phone call. iv. Responsible for periodic processing of accounts or readings (i.e., billing files) for Customer’s billing system for billing o r 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 security, configuration, management, and support. viii. Identify and research problems with meter reads and meter read performance. ix. Create and manage user accounts, and periodically change and update account credentials with strong passwords in accordance with security best practices. x. Customize application configurations. xi. Support application users. xii. Investigate application operational issues (e.g., meter reads, reports, alarms, etc.). xiii. Respond to alarms and notifications. xiv. Perform firmware upgrades over-the-air, or delegate and monitor field personnel for on-site upgrades. xv. Maintain industry standard cybersecurity controls, standards, and best practices. xvi. Monitor for and promptly implement Patches, Updates, and Upgrades, both as provided by Sensus and other third-party software and hardware providers. F. Software as a Service does not include any of the following services: i. Parts or labor required to repair damage to any field network equipment that is the result of a Force Majeure event. ii. Any integration between applications, such as Harris MeterSense, would require a Professional Services contract agreement to be scoped, submitted, and agreed in a signed writing between Sensus and all the applicable parties. If an item is not listed in subparagraphs in item (D) above, such item is excluded from the Software as a Service and is subject to additional pricing. 2. Further Agreements A. System Uptime Rate. i. Sensus (or its contractor) shall manage and maintain the Application(s) on computers owned or controlled by Sensus (or its co ntractors) and shall provide Customer access to the managed Application(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 Uptime Rate equal to ninety-nine (99.0) per Month (as defined below). The System Uptime Rate, cumulative Page 303 of 322 Page 8 of 24 across all Applications, shall be calculated as follows: System Uptime Rate = 100 x (TMO – Total Non-Scheduled Downtime minutes in the Month) TMO ii. Calculations a. Targeted Minutes of Operation or TMO means total minutes cumulative across all Applications in the applicable month minus the Scheduled Downtime in the Month. b. Scheduled Downtime means the number of minutes during the Month, as measured by Sensus, in which access to any Application is schedu led to be unavailable for use by Customer due to planned system maintenance. Sensus shall provide Customer notice (via email or oth erwise) at least seven (7) days in advance of commencement of the Scheduled Downtime. c. Non-Scheduled Downtime means the number of minutes during the Month, as measured by Sensus, in which access to any Application is unavailable for use by Customer due to reasons other than Scheduled Downtime or the Exceptions, as defined below (e.g., due to a need for unplanned maintenance or repair). iii. Exceptions. Exceptions mean the following events: • Force Majeure; • Emergency Work, as defined below; and • Lack of Internet Availability, as described below. a. Emergency Work. In the event that Force Majeure, emergencies, security incidents, dangerous conditions or other exceptional circumstances arise or continue during TMO, Sensus shall be entitled to take any actions that Sensus, in good faith, determines is necessary or advisable to prevent, remedy, mitigate, or otherwise address actual or potential harm, interruption, loss, threat, security or like concern to any of the Application(s) (“Emergency Work”). Such Emergency Work may include, but is not limited to: analysis, testing, repair, maintenance, re-setting and other servicing of the hardware, cabling, networks, software and other devices, materials and systems through which access to and/or use of the Application(s) by the Customer is made available (the “Managed Systems”). Sensus shall endeavor to provide advance notice of such Emergency Work to Customer when practicable and possible. b. Lack of Internet Availability. Sensus shall not be responsible for any deterioration of performance attributable to latencies in the public internet or point-to-point network connection operated by a third party. Customer expressly acknowledges and agrees that Sensus does not and cannot control the flow of data to or from Sensus’ networks and other portions of the Internet, and that such flow depends in part on the pe rformance of Internet services provided or controlled by third parties, and that at times, actions or inactions of such t hird parties can impair or disrupt data transmitted through, and/or Customer’s connections to, the Internet or point-to-point data connection (or portions thereof). Although Sensus will use commercially reasonable efforts to take actions Sensus may deem appropriate to mitigate the effects of any such events, Sensus cannot guarantee that such events will not occur. Accordingly, Sensus disclaims any and all liability resulting from or relating to such events. iv. System Availability. For each month that the System Uptime Rates for the production RNI falls below 99.0%, Sensus will issue Customer the following Service Level Credits: System Uptime Rate per calendar month Service Level Credit Less than 99.0% but at least 97.5% 5% of the monthly RNI SaaS Fees in which the service level default occurred (Note: SaaS fees are pre-paid annually and for purposes of Service Level Credits are computed on a monthly basis.) Less than 97.5% but at least 95.0% 10% of the monthly RNI SaaS Fees in which the service level default occurred Less than 95.0% 20% of the monthly RNI SaaS Fees in which the service level default occurred Service Level Credits for any single month shall not exceed 20% of the RNI SaaS Fee associated with the month in which the se rvice level default occurred. Sensus records and data will be the sole basis for all Service Level Credit calculations and determinations, provided that su ch records and data must be made available to Customer for review and agreement by Customer. To receive a Service Level Credit, Customer must issue a written request no later than ten (10) days after the Service Level Credit accrues. Sensus will apply each valid Service Level Credit to the Customer’s invoice within 2 billing cycles after Sensus’ receipt of Customer’s request and confirmation of the failure to meet the applicable Service Level Credit. Service Level Credits will not be payable for failures to meet the System Uptime Rate caused by any Exceptions. No Service Level Credit will apply if Customer is not current in its undisputed payment obligations under the Agreement. Service Level Credits are exclusive of any applicable taxes charged to Customer or collected by Sensus. Sensus shall not refund an unused Service Level Credits or pay cash to Customer for any unused Service Level Credits. Any unused Service Level Credits at the time the Agreement terminates will be forever forfeited. THE SERVICE LEVEL CREDITS DESCRIBED IN THIS SECTION ARE THE SOLE AND EXCL USIVE REMEDY FOR SENSUS’ FAILURE TO MEET THE SYSTEM UPTIME REQUIREMENT OR ANY DEFECTIVE SAAS PERFORMANCE. IN NO EVENT SHALL THE AGGREGATE AMOUNT OF SERVICE LEVEL CREDITS IN ANY ANNUAL PERIOD EXCEED 20% OF THE ANNUAL RNI SAAS FEE . B. Data Center Site-Security. Although Sensus may modify such security arrangements without consent or notice to Customer, Customer acknowledges the following are the current arrangements regarding physical access to and support of the primary hardware components of the Managed Systems: i. The computer room(s) in which the hardware is installed is accessible only to authorized individuals. ii. Power infrastructure includes one or more uninterruptible power supply (UPS) devices and diesel generators or other alternative power for back-up electrical power. iii. Air-conditioning facilities (for humidity and temperature controls) are provided in or for such computer room(s) and can be monitored and adjusted for humidity and temperature settings and control. Such air systems are supported by redundant, back-up and/or switch-over environmental units. iv. Such electrical and A/C systems are monitored on an ongoing basis and personnel are available to respond to system emergencies (if any) in real time. v. Dry pipe pre-action fire detection and suppression systems are provided. vi. Data circuits are available via multiple providers and diverse paths, giving access redundancy. C. Responsibilities of Customer. i. Customer shall promptly pay all Software as a Service fees. ii. Customer may not (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 entity, including, but not limited to, Sensus, a Sensus employee or another user; or (iii) forge, falsify, disguise or otherwise manipulate any identification information associated with Customer’s access Page 304 of 322 Page 9 of 24 to or use of the Application(s). iii. The provisioning, compatibility, operation, security, support, and maintenance of Customer’s hardware and software (“Customer’s Systems”) is exclusively the responsibility of Customer. Customer is also responsible, in particular, for correctly configuring and maintaining (i) the desktop environment used by Customer to access the Application(s) managed by Sensus; and (ii) Customer’s network router and firewall, if applicable, to a llow 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 strong 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 a ccount 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 Cust omer’s account or any user ID and password pairs at any time; (ii) to notify Sensus immediately of any actual or suspected unauthorized use of Customer’s account or any of such user ID and password pairs, or any other breach or suspected breach of security, restricted use or confidentiality; and (iii) to take the Sensus-recommended steps to log out from and otherwise exit the Application(s) and Managed Systems at the end of each session. Customer agrees that Sensus shall be entitled to rely, without inquiry, on the validity of the user accessing the Application(s) application through Customer’s account, account ID, usernames, or passwords. Customer will ensure that its user ID and passwords are regularly (at least monthly) changed, and that only strong user ID and password pairs are used. v. Customer shall be responsible for the day-to-day operations of the Application(s) and FlexNet System. This includes, without limitation, (i) researching problems with meter reads and system performance, (ii) creating and managing user accounts, (iii) customizing application con figurations, (iv) supporting application users, (v) investigating application operational issues, (vi) responding to alarms and notifications, and (vii) performing over-the-air commands (such as firmware updates or configuration changes). D. Software Solution Components. i. Description of Software Solutions. Sensus software consists of a core communication module and a set of applications. Some applications are required to perform basic solution capabilities, other applications are optional and add additional capabilities and function to the overall solution. As Customer’s business process expands and/or new Sensus offerings are made available, additional applications and functionality can dynami cally be added to the solution, provided Customer purchases such additional applications. ii. Regional Network Interface. The Regional Network Interface (RNI) or Sensus head-end is the centralized intelligence of the FlexNet network; the RNI’s primary objective is to transfer endpoint (such as meters) data to the Customer and the advanced feature applications. The RNI is adaptable to Customer configurations by simultaneously supporting a wide range of FlexNet enabled endpoints; including but not limited to meters (electric, water, gas) and other sensing devices. iii. Xylem Data Lake. Subject to the terms of this Agreement, Sensus will make the Xylem Data Lake (“XDL”) available to Customer to access and use solely for the Permitted Use and solely for so long as Customer is current in its payments to Sensus or its authorized distributo r for Software as a Service. Sensus shall provide up to three (3) years of FlexNet System data and scan up to five hundred (500) GB per month of FlexNet System d ata. If Customer exceeds the allotment of five hundred (500) GB per month of scanned data (regardless of the access method) an overage charge will be assessed to Customer and be payable according to the terms outlined by Sensus’ authorized distributor. Sensus will also provide Customer XDL training, which includes up to eight (8) hours of professional services consulting time. 3. Sensus Analytics Sensus Analytics is a cloud-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 capabilities. A. Sensus Analytics a la carte options. Sensus Analytics a la carte includes the modules outlined in the order acknowledgement from Sensus or its authorized distributor, but only to the extent that Customer; (i) has been provided pricing for that specific module; and (ii) is current in its payments for that specific module. i. Data Store (required if the Customer has not purchased Essential or Enhanced packages) a. Allows storage of meter reading data including Intervals, Registers, and Alarms to be stored. b. Stored data is available online for reports and analysis. c. Data will be retained for 3 years. Additional duration can be purchased. B. 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 Analytics 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 username, 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 o perational 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 specification, testing and validation 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 two (2) hour system review of Sensus Analytics application and integration 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 time is needed to complete the integration efforts, Sensus shall invoice Customer for additional 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 Support and is subject to additional pricing. vi. Data Import. The Sensus Analytics Application contains adapters for the import of data from; (a) Customer’s FlexNet System; and/or (b) Aut oRead application for handheld and drive by systems, as applicable. vii. Customer Acknowledgements. a. Customer acknowledges that the Sensus Analytics Application provides up to fifty (50) user logins for Customer’s use. b. Customer acknowledges and agrees the Sensus Analytics Application is based upon the actual number of End Users within Custome r’s Service Territory. Pricing may increase if Customer’s Service Territory or actual number of End Users expands. c. Customer acknowledges that all data related to the Sensus Analytics Applications is geographically hosted within the United S tates 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. Page 305 of 322 Page 10 of 24 e. Customer is responsible for validating the data analyzed by the Sensus Analytics Applications. Sensus makes no promises of improving Customer’s operations or saving Customer money, nor is Sensus liable for any damages resulting from decisions made by Customer related to Customer’s use of Sensus Analytics. f. Customer acknowledges that data will be stored for three (3) years from upload and Sensus may delete the data after this time or upon termination of the Agreement. 4. Third-Party Software. A. Sensus incorporates various third-party software in its Software, and such third-party software may change from time to time. Sensus takes reasonable efforts to implement patches or other fixes as they become available in accordance with a particular version’s Engineering Support policy. Upon written request by Customer. To the extent required by a third-party software provider. Customer hereby agrees to abide by a third-party’s end-user license agreement (EULA). Page 306 of 322 Page 11 of 24 Exhibit B Technical Support 1. Introduction Sensus Technical Services provides utility customers with a single point of contact for Tier 1 support of technical issues as well as any coordination of additional resources required to resolve the issue. Requests that require specialized skills are to be forwarded to a senior support engineer or Technical Advisor within the team for further analysis. If Technical Services has exhausted all troubleshooting efforts for the product type, the issue will escalate to the Engineering Support Team. Occasionally, on- site troubleshooting/analysis may be required. The preferred order of on-site support is: a. The Customer (for assistance with the easiest and lowest time-consuming activities such as power on/power off). b. The local distributor. c. Sensus employees or contracted personnel, if required to fulfill a contract commitment. 2. Support Categories 2.1. General questions regarding functionality, use of product, how-to, and requests for assistance on Sensus AMR, AMI, RF Network Equipment, Metering Products, Sensus Lighting Control, and Demand Response Management System (FlexNet Home). 2.2. Proactive reporting and resolution of problems. 2.3. Reactive reporting to isolate, document, and solve reported hardware/software defects. 2.4. Responding to service requests and product changes. 2.5. Addressing customer inquiries with printed or electronic documentation, examples, or additional explanation/clarification. 3. Support Hours 3.1. Standard Support Hours: Toll-free telephone support (1-800-638-3748 option #2) is available Monday thru Friday from 8:00 a.m. EST to 8:00 p.m. EST. After- hours, holiday and weekend support for Severity 1 and Severity 2 issues is available by calling 1-800-638-3748, option #8. 4. Support Procedures 4.1. Customer identifies an issue or potential problem and calls Technical Services at 1 -800-638-3748 Option #2. The Customer Service Associate or Technical Support Engineer will submit a SalesForce ticket. 4.2. The Customer Service Associate or Technical Support Engineer will identify the caller name and utility by the assigned software serial n umber, city, and state based on where the call originated. The Customer Service Associate or Technical Support Engineer will require a brief description of the problem symptoms, or error messages depending on nature of the incident. The nature of the problem and severity levels will be mutually agreed upon by both parties (either at the time the issue is entered or prior to upgrading or downgrading an existing issue) using the severity definitions below as a guideline. The severity level is then captured into SalesForce for ticket creation and resolution processing. Any time during the processing of this ticket, if the severity level is changed by Sensus, the customer will be updated. a. Severity Levels Description: Sev1 Customer’s production system is down. The system is unusable resulting in total disruption of work. No workaround is available and requires immediate attention. Example: Network mass outage, all reading collection devices inoperable, inoperable head end software (e.g., FlexWare, Sensus MDM). Not able to generate billing files. Sev2 Major system feature/function failure. Operations are severely restricted; there is a major disruption of work, no acceptable work-around is available, and failure requires immediate attention. Examples: Examples: Network equipment failure (e.g., FlexNet Echo, FlexNet Remote, Base Station transceiver, or VGB); inoperable reading devices (e.g., AR5500, VXU, VGB, or CommandLink); head end software application has important functionality not working and cannot create ex port file for billing system operations. Sev3 The system is usable and the issue doesn’t affect critical overall operation. Example: Minor network equipment failure (e.g., Echo/Remote false alarms or Base Station transceiver false alarms); head end software application operable but reports are not running properly, modification of view or some non-critical function of the software is not running. 4.3. The Customer Service Associate or Technical Support Engineer identifies whether or not the customer is on support. If the cus tomer is not on support, the customer is advised of the service options as well as any applicable charges that may be billed. 4.4. Calls are placed in a queue from which they are accessible to Technical Support Engineers on a first -come-first-served basis. A 1st level Customer Service Associate may assist the customer, depending on the difficulty of the call and the representative’s technical knowledge. Technical Support Engineers (Tier 1 support) typically respond/resolve the majority of calls based on their product knowledge and experience. A call history for the particular account is researched to note any existing pattern or if the call is a new report. This research provides the representative a basis and understanding of the account as well as any associated problems and/or resolutions that have been communicated. a. Technical Services confirms that there is an issue or problem that needs further analysis to determine its cause. The following information must be collected: a detailed description of the issue’s symptoms, details on the software/hardware product and version, a description of the environment in which the issue arises, and a list of any corrective action already taken. b. Technical Services will check the internal database and product defect tracking system, to see if reports of a similar problem exist, and if any working solutions were provided. If an existing resolution is found that will address the reported issue, it shall be communicated to the custo mer. Once it is confirmed that the issue has been resolved, the ticket is closed. c. If there is no known defect or support that defines the behavior, Technical Services will work with the customer to reproduce the issue. If the issue can be reproduced, either at the customer site or within support center test lab, Technical Services will escalate the ticket for further investigation / resolution. If the issue involves units that are considered to be defective with no known reason, the representative will open a Special Investigation RMA through the SalesForce system. If it is determined that a sample is required for further analysis, the customer will be provided with instructions that detail where to se nd the product sample(s) for a root cause analysis. Once it is determined that the issue cannot be resolved by Tier 1 resources, th e 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 th e escalation. The response and escalation times are listed in Section 5. At this time, screen shots, log files, configuration files, and database backups will be created and attached to the ticket. Page 307 of 322 Page 12 of 24 5. Response and Resolution Targets. Sensus Technical Support will make every reasonable effort to meet the following response and resolution targets: Severity Standard Target Response Standard Target Resolution Resolution (one or more of the following) 1 30 Minutes Immediately assign trained and qualified Services Staff to correct the error on an expedited basis. Provide ongoing communication on the status of a correction (24 hours). • Satisfactory workaround is provided. • Program patch is provided. • Fix incorporated into future release. • Fix or workaround incorporated into SalesForce Knowledge Base. 2 4 hours Assign trained and qualified Services Staff to correct the error. Provide communication as updates occur (48 hours). • Satisfactory workaround is provided. • Program patch is provided. • Fix incorporated into future release. • Fix or workaround incorporated into SalesForce Knowledge Base. 3 1 Business Day 30 business days • Answer to question is provided. • Satisfactory workaround is provided. • Fix or workaround incorporated into SalesForce Knowledge Base. • Fix incorporated into future release. 6. Problem Escalation Process. 6.1. If the normal support process does not produce the desired results, or if the severity has changed, the issue may be escalated as follows to a higher level of authority. 6.1.1.1. Severity 1 issues are escalated by Sales or Technical Services to a Supervisor if not resolved within 2 hours; to the Manager level if not resolved within 4 hours; to the Director level if not resolved within the same business day; and to the VP level if not resolved within 24 hours. 6.1.1.2. A customer may escalate an issue by calling 1-800-638-3748, Option 2. Please specify the SalesForce ticket number and the reason why the issue is being escalated. 6.1.1.3. In the event that a customer is not satisfied with the level of support or continual problem with their products, they may escalate a given SalesForce ticket to Manager of Technical Services (1-800-638-3748, Option 2). 7. General Support Provisions and Exclusions. 7.1. Sensus provides online documentation for Sensus products, and all Sensus customers are provided access to this online database, which includes operation, configuration and technical manuals. The customer shall provide names and email accounts to Sensus so Sensus may provide access to the product documentation. 7.2. Specialized support from Sensus is available on a fee basis to address support issues outside the scope of this support plan or if not covered under another specific contract or statement of work. For example: specialized systems integration services or out of warranty network equipment repair. 7.3. In the event customer submits a ticket for a version of the Software outside of the Engineering Support window and is not able to resolve the problem without engineering resources. Sensus shall have no obligation to provide Engineering Support and Customer shall upgrade to the most current version of the Software. 7.4. Customer acknowledges that not all problems and bugs with the Software may or can be fixed. The Software and Software as a Se rvice (including third party software used in connection with the Software as a Service) may have security vulnerabilities. Sensus may address vulnerabilities with its Software through Patches, Updates or Upgrades that it makes available from time -to-time. As between the parties, Customer has the obligation to timely implement Patches, Updates and Upgrades. Page 308 of 322 Page 13 of 24 Exhibit C VertexOne Software EULA Customer/Client agrees to receive, via Sensus USA Inc. , the VertexOne Software suite of utility engagement provided by Verte xOne Software LLC (“VertexOne”) pursuant to the terms of this VertexOne Exhibit. Sensus USA Inc. and Customer agree that this VertexOne Exhibit shall be attached to and incorporated by reference into the Master Services Agreement between Sensus USA Inc. and Customer. VertexOne’s customer engagement and data analytics services are to be provided primarily by utilization of VertexOne’s proprietary software hosted on VertexOne’s computer systems and accessed by authorized users over the Internet. This is a shared cost software utilization model which enables customers to achieve substantial cost savings versus commissioning custom development of software or licensing software for installation and maintenance on customers’ computer systems. Companies like VertexOne are commonly referred to as “SaaS” or “software-as-a-service” providers. Certain supplemental provisions which are customary within the SaaS sector and essential to enab ling VertexOne’s SaaS service model and providing substantial cost savings for Customer, are set forth below and incorporated by reference in this Exhibit. Also included below are additional terms applicable to bill payment, leak alert and group messenger services if such services are elected by Customer. 1. VertexOne is an independent contractor, and shall not be considered an officer, agent, or employee of Customer. 2. VertexOne agrees to perform its services in a timely and professional manner consistent with standards generally and reasonably expected of VertexOne’s water utilities in the United States. VertexOne and its pertinent contractors have and shall maintain any applicable licenses or authorizations necessary to provide their services to Customer. 3. VertexOne agrees to hold harmless, defend and indemnify Customer and its officers, directors, employees and volunteers from and against all claims, damages, losses and expenses including reasonable attorney fees arising out of VertexOne’s services, to the extent caused by any grossly negligent act or omission of VertexOne, any of its subcontractors, and anyone employed by any of them, except if caused by the active negligence, sole negligence, or willful misconduct of Customer. 4. If Customer elects to make available to its end users optional bill payment services offered by or supported by VertexOne, which may or may not be integrated within VertexOne’s electronic interfaces, Customer acknowledges that such services are provided directly to Customer by a third -party independent contractor. Such services may not be supported by VertexOne until Customer enters into a mutually acceptable commercial agreement directly with such third party which shall govern Customer’s rights and obligations with respect to such services. The indemnity provisions above shall not apply to bill payment services, and any indemnity for such services shall be provided by the referenced third-party provider. 5. VertexOne’s reservation of intellectual property rights VertexOne has created, acquired or otherwise currently has rights in, and may, in connection with the performance of this Exhibit or otherwise develop, create, employ, provide, modify, acquire or otherwise obtain rights in various inventions, concepts, ideas, methods, methodologies, procedures, processes, know-how, techniques, models, templates, software, applications, documentation, user interfaces, screen and print designs, source code, object code, databases, algorithms, development framework repositories, system designs, processing techniques, tools, utilities, rou tines and other property or materials, including without limitation any and all subject matter protected or which may be protected under patent, copyright, mask work, trademark, trade secret, or other laws relating to intellectual property, whether existing now or in the future, whether statutory or common law, in any jurisdiction in the world (“VertexOne IP”). Customer acknowledges that VertexOne owns and shall own all intellectual property rights in and to deliverables hereunder, the VertexOne IP and derivative works of VertexOne IP (whether independently or jointly conceived), regardless of whether or not incorporated in any print or electronic Water Reports, Customer Portal, Utility Dashboard, or other software or deliverable provided to Customer by VertexOne, and that Customer shall acquire no right or interest in the same. Customer hereby grants to VertexOne a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into its services any such suggestions, enhancement requests, or other feedback provided by Customer. Subject to the foregoing, authorized employees and customers of Customer may during the term access and use the VertexOne SaaS services, print and electronic Water Reports, Customer Portal, Utility Dashboard, Extended Messaging Services, other deliverables provided to Customer by VertexOne, and applicable bill presentment services, each as so specified by the Scope of Work, for purposes of Customer’s customer engagement program, customer billing, and for Customer’s internal purposes, so long as Customer is current with respect to its financial and other obligations. Such authorization is limited to Customer’s service territory and is non-exclusive, non-transferable, and non-sublicenseable. If Customer enters into an agreement with a third party contractor of VertexOne related to bill payment services, the intellectual property provisions of such agreement shall apply with respect to intellectual property owned or controlled by such third party. Any rights not expressly granted herein are reserved by VertexOne and its licensors. 6. Customer’s cooperation in providing necessary inputs Deliverables to be provided by VertexOne via its proprietary software require certain data from Customer. Customer shall provide VertexOne with those data, records, reports, approvals and other inputs identified for Customer to provide in the Scope of Work or otherwise requested by VertexOne. Customer shall ensure that such inputs are accurate and within Customer’s legal rights to share with VertexOne subject to the confidentiality and other applicable provisions of this Exhibit. Time is of the essence, and Customer shall provide its inputs within the timeframes specified for Customer by the Scope of Work. If bill payment services are included in the Scope of Work, Customer shall cooperate with VertexOne and its applicable third party partner(s) in timely providing the data, records, reports, approvals and other inputs requested for such services. VertexOne shall not be responsible for delays outside VertexOne’s control, and deadlines for VertexOne’s performance shall be adjusted, if necessary, to accommodate delays by Customer. 7. The parties confidentiality obligations are subject to the following clarification of the parties’ rights and obligations wit h respect to aggregated and anonymous data. Customer hereby gives its permission to VertexOne to use and disclose on an anonymous and/or aggregated basis (excluding any personally identifiable information) any data pertaining to Customer end customers and their water consumption, including without limitation derivative data and data combined with the data of other utilities, for purposes of project evaluation and any research, product development, marketing, or other legitimate business purposes. This Section shall survive any termination or expiration of this Exhibit. Each party shall post and comply with its applicable privacy policy. 8. Software corrections and third party acts; limitation of liability for SaaS services . In the event that VertexOne’s services fail to meet specifications or other requirements specified by the Scope of Work, Customer shall promptly notify VertexOne and VertexOne shall promptly correct any defect or substitute services, software, or products to achieve the functionality and benefits originally specified. If VertexOne promptly makes such correction or substitution, VertexOne shall have no further liability with respect to said defect(s), notwithstanding any other provision of this Exhibit. All warranties not expressly stated in this Exhibit are disclaimed. Customer understands that Customer’s use of Vertexone’s services provided online may be interrupted by circumstances beyond VertexOne’s control involving third parties, including without limitation computer, telecommunications, network, Internet service provider or hosting facility failures or delays involving hardware, software, networks, or power systems Page 309 of 322 Page 14 of 24 not within Vertexone’s possession or direct control, and network intrusions or denial of service attacks (collectively, “Third Party Acts”). VertexOne shall not be responsible or otherwise liable for any Third Party Acts, including, without limitation, any delays, failures, or security breaches and damages resulting from or due to any Third Party Acts, provided that VertexOne has exercised due care. However, in the case of any Third Party Act which will delay or prevent VERTEXONE from providing online services to Customer, VERTEXONE will promptly notify Customer and assist in mitigating any impact. NEITHER PARTY WILL BE LIAB LE TO THE OTHER, UNDER ANY CLAIM RELATING TO THISEXHIBIT, FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, RELIANCE or CONSEQUENTIAL DAMAGES, INCLU DING LOSS OF PROFITS, REVENUE OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES. 9. Technology and services infrastructure VertexOne as a SaaS provider utilizes the secure cloud hosting platform of a third party industry leader in cloud computing with state-of-the art security to host the data of all VertexOne customers. VertexOne utilizes a reputable third party VertexOne to perform printing and mailing services when included within the scope of VertexOne’s work. For bill payment services, including credit card, debit card, and ACH payments and authentication, VertexOne works with leading edge, reputable third party specializing in such functions. Since the referenced cloud hosting platform, printing and mailing, bill payment services providers, and certain other performing similar or related functions, are integral components of VertexOne’s technology and services infrastructure used across its pertinent customer base and are not specific to Customer and services under this Exhibit, Customer acknowledges that such utilization or collabo ration is not considered subcontracting of VertexOne’s services under this Exhibit. If Customer elects to make bill payment services available to its end customers, the pertinent end users and Customer assume all risks associated with such services, and no indemnity provisions in favor of Customer shall apply to such services, except in the event of VertexOne’s willful misconduct. In the absence of willful misconduct by VertexOne, Customer’s sole remedies related to bill payment services shall be from the independent third party provider of such services in accordance with any contract between Customer and such provider. If Customer enters into an agreement with any third party contractor of VertexOne for any other services ancillary or related to the services provided by VertexOne during the term of this Exhibit, Customer shall first seek and exhaust all remedies from such third party contractor prior to seeking any remedy from VertexOne with respect to such services. With respect to all bill payment services, as well as any services provided by independent third party contractors not in contract with VertexOne, including without limitation any such services which at Customer’s request or direction are integrated by VertexOne into its electronic interfaces for Customer, VertexOne shall not be responsible for services provided by such third parties. In furtherance of the foregoing, Customer shall hold harmless, defend and indemnify VertexOne and its officers, directors, employees, contractors, representatives and volunteers from and against all claims, damages, losses and expenses, including without limitation any statutory damages, penalties, and attorney’s fees, arising out of or relating to such third party services, except in the event of VertexOne’s willful misconduct. 10. Compliance With Laws VertexOne shall comply with all federal, state and local laws, regulations, regulatory rulings, and ordinances as may be applicable t o the performance of its services under this Exhibit. Customer shall comply with all federal, state and local laws, regulations, regulatory rulings, and ordinances related to this Exhibit, and shall have sole responsibility for securing any necessary regulatory approvals, if any, for this Exhibit and/or the services hereunder. Customer shall be responsible for obtaining from its end customers any consents and providing any notices, if any are legally required, for the services to be provided by VertexOne hereunder, as well as any bill payment or other third party services elected by Customer. 11. Extended Messaging Services If Customer elects to utilize VertexOne’s leak alert or group messenger services, certain supplemental legal terms shall apply. These supplemental terms (“Extended Messaging Terms”) are set forth below and shall prevail in the event of any conflict or inconsistency. For avoidance of doubt, the Extended Messaging Terms apply to all VertexOne services involving automated phone calls (conventional and mobile), pre-recorded messages, text messages, and other such bulk communications (including emails outside of VertexOne’s core customer engagement offerings) (collectively, “Extended Messaging Services”). a) Customer shall be solely responsible for the content of any messages or communications to end customers which Customer initia tes or authorizes in connection with the Extended Messaging Services, as well as Customer’s selection of any vehicle (ie., conventional phone, mobile phone, text, email) for such messages or communications. VertexOne shall have no responsibility or liability of any kind with respect to messages or communications initiated or authorized by Customer or its representatives. In furtherance of the foregoing, Customer shall hold harmless, defend and indemnify VertexOne and it s officers, directors, employees, contractors, representatives and volunteers from and against all claims, damages, losses and expenses including without limitation any statutory damages, penalties, and attorney’s fees, arising out of or relating to the Extended Messaging Services or any breach by Customer of th is Exhibit including without limitation these Extended Messaging Terms, except in the event of VertexOne’s willful misconduct. For avoidance of doubt, if this Exhibit has other indemnity provisions in favor of Customer such provisions shall not apply to the Extended Messaging Services, except in the event of VertexOne’s willful misconduct. b) If Customer elects to make available to its end customers Extended Messaging Services offered by VertexOne to alert end users of potential leaks or high water usage, the pertinent end users and Customer assume all risks associated with such alerts, and no indemnity provisions in favor of Customer shall apply to such risks (including without limitation any liability claims for failure to alert or inaccurate alerts), except in the event of VertexOne’s willful misconduct. c) With respect to Extended Messaging Services, VertexOne’s role is limited to delivering via its technology platform Customer’s communications through vehicles selected by Customer; accordingly, compliance with applicable laws (which may vary by state and locale) is strictly Customer’s responsibility with respect to Extended Messaging Services notwithstanding any provision to the contrary. d) Customer is encouraged to consult legal counsel of its own with respect to this Exhibit and in reference to Federal Communications Commission Declaratory Ruling FCC 16-88 (released August 4, 2016), any Extended Messaging Services, and compliance with applicable federal, state and local laws, regulations and regulatory rulings, and ordinances. Customer shall not rely on VertexOne or VertexOne’s representatives for legal advice or guidance concerning the content or appropriate vehicles (ie., conventional phone, mobile phone, text, email) for communications with Customer end customers. e) In order to provide the Extended Messaging Services at efficient cost and with optimal levels of security and reliability, VertexOne may utilize one or more third party communications technology and communications services providers. Since such providers are utilized across VertexOne’s pertinent customer base and are not specific to Customer and service choices by Customer under this Exhibit, Customer acknowledges that such utilization is not considered subcontracting of VertexOne’s services under this Exhibit. Page 310 of 322 Page 15 of 24 Change Management Policy Exhibit A Page 311 of 322 Page 16 of 24 16 Table of Contents 1 Definitions ............................................................................................................................................................ 17 2 Purpose ................................................................................................................................................................ 17 3 Change Management Process .............................................................................................................................. 17 3.1 Client Change Requests ................................................................................................................................ 17 3.2 Product Enhancement Request .................................................................................................................... 17 3.3. VertexOne Recommendations to Change .................................................................................................... 18 3.4 General......................................................................................................................................................... 18 4 Costs .................................................................................................................................................................... 18 Page 312 of 322 Page 17 of 24 1. Definitions “Change” and Changes” means a change/changes to a Statements of Work, Attachment or Order Form. “Change Request Proposal” means a proposed solution and estimate sent to Client after a request for a Change has been received. 2. Purpose Where either Party sees the need for a Change, Client may at any time request, and VertexOne may at any time recommend, such Change in accordance with the Change Management Process as set out in this Change Management Policy. Either Party may request further information or reasonable modifications to the Change proposed by the other Party. 3. Change Management Process i 3.1. Client Change Requests 3.1.1. Client shall submit a request for a Change in writing using VertexOne’s ticketing system. 3.1.2. When a request for a Change is received from Client, if VertexOne approves of the Change submitted by the Client, VertexOne shall submit a Change Request Proposal, which includes a proposed solution and estimate, as soon as reasonably possible. Client will review the Change Request Proposal. Once agreed upon, Parties will execute theChange Request Proposal. VertexOne shall schedule the approved change upon the execution of the Change Request Proposal by both Parties. ii 3.2. Product Enhancement Request 3.2.1. A Product Enhancement Request, referred to as a ‘Base product change’ requires development and is not guaranteed to be implemented. 3.2.2. Product Enhancement Requests are submitted through the VertexOne ticketing system by creating a ticket with the category “Enhancement Request” and completing all the required fields. VertexOne shall evaluate the business objectives of the request to assess if it can be achieved through existing functionality or requires product enhancement. 3.2.3. VertexOne will also review the Product Roadmap with Client to ensure that enhancement requests from the Client are not present or planned in future releases. 3.2.4. Any Product Enhancement Request not on the Product Roadmap shall be reviewed by VertexOne for Product Roadmap consideration. 3.2.5. Should Client wish to accelerate the timeframe of a Product Enhancement Request, VertexOne shall evaluate the current product roadmap, prioritization, and chargeability. Page 313 of 322 Page 18 of 24 3.3. VertexOne Recommendations to Change 3.3.1. A recommendation for a Change by VertexOne shall follow the Change Management Process, excluding product changes. 3.3.2. Product changes are exclusive to VertexOne’s determination. iii 3.4. General 3.4.1. Any request not approved or rejected directly by the Party receiving the request within twenty (20) business days after receipt, shall automatically be deemed rejected. 3.4.2. Any request approved by VertexOne will be reviewed to determine the delivery plan for the approved Change Request. VertexOne has sole discretion to determine when the delivery plan of the Change Request will be delivered. 4. Costs The costs incurred to prepare and to review a proposed Change Request Proposal shall be borne by the Party requesting the change.Such costs will not be paid by or reimbursed by the other Party. PROPRIETARY AND CONFIDENTIAL - This document and the information contained herein is Confidential and Proprietary, contains VertexOne trade secrets, and is not for use by or disclosure to anyone except VertexOne, its affiliates and authorized representatives, and CLIENT, except under written agreement between the parties, or as otherwise required by law. 20240916 Page 314 of 322 Page 19 of 24 Exhibit B VERTEXONE DIGITAL IMPLEMENTATION SERVICES STATEMENT OF WORK (“SOW”) Contents 1. Project Summary ........................................................................................................................................... 20 2. Definitions ..................................................................................................................................................... 20 3. Change Control Process ................................................................................................................................. 20 4. SaaS Services ................................................................................................................................................. 20 4.1. Hosting ...................................................................................................................................................... 20 4.2. VertexOne Software Support ................................................................................................................... 21 4.3. Outage and Disaster Recovery Services ................................................................................................... 23 4.4. Incident Priority Definitions ...................................................................................................................... 23 4.5. Service Levels ............................................................................................................................................ 24 4.6. Service Level Agreements Reporting ........................................................................................................ 24 Page 315 of 322 Page 20 of 24 Project Summary This Statement of Work (“SOW”) between VertexOne and CLIENT sets forth the services that VertexOne will provide for the ongoing support of the VertexOne Digital software as part of this SOW between VertexOne and CLIENT. VertexOne provides this software as a SaaS solution. CLIENT agrees the solution and related configuration options are limited to the generally available features and functionality at the start of implementation. • CLIENT acknowledges that requests for changes in functionality, features and design of the software will adhere to the VertexOne Product Management Lifecycle and if accepted, shall be available in a future release. • CLIENT acknowledges that the functionality, features, design and related documentation of the software may evolve over time as part of ongoing improvements and updates. Definitions Definitions can be found in the Agreement, unless otherwise defined in this document. Change Control Process VertexOne and CLIENT will follow the Change Control Process provided as Exhibit A to this Agreement. CLIENT agrees that any modifications, including those resulting from 3rd party vendors, that impact the scope, schedule or cost as outlined and agreed upon within this Statement of Work and its supporting documentation will be subject to the Change Control Process, which may result in additional costs. The project schedule shall be revised by the VertexOne project manager to accommodate any changes and a new, mutually agreed upon schedule shall be approved by CLIENT and VertexOne. SaaS Services iv Hosting The Hosted Services provided by VertexOne to CLIENT will consist of the following configured Software components and services, as more particularly described in this SOW, the Order Form, and the Agreement: • VertexOne Software set forth in the Order Form • Configuration of the Software in accordance with your SOW • Hosting of the Software • Application management services • Disaster recovery and business continuity services The Hosted Services are provided using a Software as a Service (“SaaS”) software delivery method that provides access to the Software and its functions remotely as a web-based service. In order for VertexOne to provide the Hosted Services in compliance with the Service Levels, VertexOne will perform the following functions: Page 316 of 322 Page 21 of 24 • Hosted Services – IT Infrastructure Management • Backup, Recovery & Management • Performance and Capacity Management • Database Management • Security Services • Network Management No Client Responsibilities 1. Maintain user permissions per approved processes for provisioning secure access to VertexOne software 2. Wide Area Network connectivity into VertexOne Network if desired. v VertexOne Software Support Support Services Within the Management Portal, a chat feature is available for general questions and support. If the chat agent is not able to resolve your issue/inquiry, a Jira ticket will be submitted on your behalf to our T2 / T3 support team for additional analysis / resolution. Upon go-live, clients will be provided with Jira Portal Access, this will be used in Hypercare and ongoing support. • The Jira portal is a website you log into to open, view and manage tickets o Assigning priority to new tickets or modifying priority of existing tickets o This helps Support determine when something is time-sensitive (please review our Service-Level Agreements (SLAs) for guidance on prioritization) o Provides the ability to add details and attachments / screenshots of any errors / issues • Jira Portal is available 24X7, with occasional downtime for maintenance. CLIENT will be assigned a Client Success Manager (CSM) to help monitor tickets / requests. • CSMs will be responsible for client communication and act as Primary Liaison to address issues and help support business objectives • CSMs will manage the routing and handling of requested features and functionality and the feedback loop to clients • Periodic reviews of the roadmap will be conducted, as well, as Leadership Business Reviews to grow and nurture partnership. Page 317 of 322 Page 22 of 24 Change Requests CLIENT Change Requests CLIENT shall submit a request for a Change in writing using VertexOne’s ticketing system. When CLIENT requests a Change, VertexOne will respond with a proposal including a solution and estimate. After CLIENT's review and agreement, both Parties will execute the proposal. VertexOne will then schedule the change. Product Enhancement Request A Product Enhancement Request, referred to as a ‘Base product change’ requires development and is not guaranteed to be implemented. Product Enhancement Requests are submitted through the VertexOne ticketing system by creating a ticket with the category “Enhancement Request” and completing all the required fields. VertexOne shall evaluate the business objectives of the request to assess if it can be achieved through existing functionality or requires product enhancement. VertexOne will also review the Product Roadmap with CLIENT to ensure that enhancement requests from CLIENT are not present or planned in future releases. Any Product Enhancement Request not on the Product Roadmap shall be reviewed by VertexOne for Product Roadmap consideration. Should CLIENT wish to accelerate the timeframe of a Product Enhancement Request, VertexOne shall evaluate the current product roadmap, prioritization, and chargeability. VertexOne Recommendations to Change A recommendation for a Change by VertexOne shall follow the Change Management Process, excluding product changes. Product changes are exclusive to VertexOne’s determination. General Any request not approved or rejected directly by the Party receiving the request within twenty (20) business days after receipt, shall automatically be deemed rejected. Any request approved by VertexOne will be reviewed to determine the delivery plan for the approved Change Request. VertexOne has sole discretion to determine when the delivery plan of the Change Request will be delivered. Costs The costs incurred to prepare and to review a proposed Change Request Proposal shall be borne by the Party requesting the change. Such costs will not be paid by or reimbursed by the other Party. Page 318 of 322 Page 23 of 24 vi Outage and Disaster Recovery Services VertexOne develops and maintains a standard DR Plan for each product and performs an annual Disaster Recovery test to validate the procedures. This DR Plan documents the strategies, personnel, procedures, and resources that will be used to respond to any major outage or long-term business interruption due to a service interruption or declared disaster. VertexOne provides the following key performance indicator (KPI) targets related to Disaster Recovery Outages.  These KPIs are intended as the operational targets. KPI KPI Definition KPI Target Recovery Time Objective (RTO) Target time for full capacity system recovery of VertexOne hosted solutions. < 4 hours Recovery Point Objective (RPO) Target age of restoration data backup. < 1 hour vii Incident Priority Definitions VertexOne shall provide the Hosted Services in accordance with the following guidelines: Severity Impact Definition Response Objectives Update Frequency Priority 1 Emergency • Business is not operational with significant performance issues, financial impact, and/or number of customers impacted. • Specifically, critical business function cannot be performed, a key component is unavailable or is materially nonfunctional. There is no immediate work-around. • Goes to top of work queue and is top priority until resolved. Technician Response Time </ = 1 hour 1 Hour Priority 2 High • Business is operational but with degraded performance, major financial impact, and/or customer impact. • Specifically, a critical business function is partially functional or is functional via a work-around at a limited capacity or has a defect that creates errors or anomalous results to customers and/or financials. Technician Response Time </= 4 business hours 4 Business Hours Priority 3 Medium • Business is operational but with either reduced performance, minor financial impact, and/or customer impact. • Specifically, a business function has a slight restriction of function of a non-critical nature, or a Technician Response Time < 1 business day When work starts and upon completion Page 319 of 322 Page 24 of 24 Severity Impact Definition Response Objectives Update Frequency workaround is required to maintain normal operations, or a function has a defect which creates errors or anomalous results. Priority 4 Low • The component is fully functional and may only contain a cosmetic flaw, a misspelled or cryptic message, or a documented misinterpretation of functionality. Target Response Time < 48 business hours When work starts and upon completion Priority 5 Task or Change Request • Request for change of a new service, feature, or hardware Target Response Time < 3 business days When work starts and upon completion Response Objectives: Measured as the time from which an incident was assigned to VertexOne in the ticketing system until the incident was assigned and work on incident has commenced, as indicated by status on the incident. Update Frequency: Frequency with which VertexOne communicates updates to CLIENT contact person. viii Service Levels This section describes the Service Levels that VertexOne shall meet during the Term of this Agreement to be provided to CLIENT. VertexOne shall provide the Hosted Services in accordance with the following Service Levels: Service Level # Service Level Service Level Metric 1 SaaS/Application Availability 99.5% This metric measures the availability of the Service. This measurement is calculated as the total uptime of the Service excluding Scheduled Down- time and Disaster scenarios, divided by the total number of minutes in the reporting period, expressed as a percentage. 2 Incident Technician Average Response Time Priority 1 (P1) Average of P1s </= 1 hour This metric measures the technician response time to a P1 incident. This measurement is calculated as the average of P1 incidents during the reporting period in which they were responded to within the defined response time. 3 Incident Technician Average Response Time Priority 2 (P2) Average of P2s </= 4 business hours This metric measures the technician response time to a P2 incident. This measurement is calculated as the average of P2 incidents during the reporting period in which they were responded to within the defined response time. ix Service Level Agreements Reporting VertexOne will provide CLIENT with a dashboard for online viewing of monthly SLAs. Client Success Managers review and discuss any SLA concerns during Operational meetings. Page 320 of 322