HomeMy WebLinkAbout9/15/2020 - Regular1
Vinton Town Council
Regular Meeting
Tuesday, September 15, 2020 at 7:00 p.m.
PARTICIPATION WILL BE BY ELECTRONIC COMMUNICATIONS PURSUANT TO
SECTION 15.2-1413, CODE OF VIRGINIA (1950), AS AMENDED, ORDINANCE NO. 1016
AND AMENDMENT 28 TO HOUSE BILL 29 ADOPTED AT THE 2020 RECONVENED
SESSION OF THE VIRGINIA GENERAL ASSEMBLY
The Vinton Town Council will hold its regular meeting at 7:00 p.m. on Tuesday, September 15,
2020, using electronic communication means without the public being present in the Council
Chambers. Participation by Council members, staff, and the public will only be available through
electronic means. The public will have access to observe this regular meeting of Town Council
through a livestream on the Town’s Facebook page at www.facebook.com/vintonva. Citizens
may register to speak at this Council Meeting by calling the Town Clerk’s Office at 540-983-
0607 or sending an email to sjohnson@vintonva.gov by 12 Noon on Monday, September 14,
2020. Once registered, the citizen who wishes to address Council will be provided the Zoom
meeting information and will be allowed to join the meeting and address Town Council by
electronic means.
AGENDA
Consideration of:
A. CALL TO ORDER
B. CONFIRMATION THAT MEETING IS BEING HELD IN ACCORDANCE WITH
ORDINANCE NO. 1016 AND AMENDMENT 28 TO HOUSE BILL 29 ADOPTED AT
THE 2020 RECONVENED SESSION OF THE VIRGINIA GENERAL ASSEMBLY AND
ROLL CALL
C. MOMENT OF SILENCE
D. PLEDGE OF ALLEGIANCE TO THE U. S. FLAG
E. UPCOMING COMMUNITY EVENTS/ANNOUNCEMENTS
F. REQUESTS TO POSTPONE, ADD TO OR CHANGE THE ORDER OF AGENDA
ITEMS
G. CONSENT AGENDA
Bradley E. Grose, Mayor
Sabrina M. McCarty, Vice Mayor
Keith N. Liles, Council Member
Laurie J. Mullins, Council Member
Michael W. Stovall, Council Member
Vinton Municipal Building
311 South Pollard Street
Vinton, VA 24179
(540) 983-0607
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H. AWARDS, INTRODUCTIONS, PRESENTATIONS, PROCLAMATIONS
I. CITIZENS’ COMMENTS AND PETITIONS - This section is reserved for comments and
questions for issues not listed on the agenda.
J. TOWN ATTORNEY
K. TOWN MANAGER
1. BRIEFINGS
2. ITEMS REQUIRING ACTION
a. Consider adoption of a Resolution authorizing the Town Manager to
execute a Second Agreement with Roanoke County for the Use of
CARES Act Funds – Anne Cantrell
b. Consider adoption of a Resolution authorizing the Town Manager to
execute a Master Project Agreement with Core & Main LP and Software
as a Service and Spectrum Lease Agreement with Sensus USA Inc. for a
fixed based meter reading system - Anne Cantrell
3. PROJECT UPDATES/COMMENTS
L. REPORTS FROM COUNCIL COMMITTEES
M. MAYOR
N. COUNCIL
O. ADJOURNMENT
NEXT COMMITTEE/TOWN COUNCIL MEETINGS:
September 16, 2020 – 8:30 a.m. – Public Works Committee Meeting – Via Zoom
September 16, 2020 – 2:00 p.m. – Finance Committee Meeting – TOV Conference Room
September 29, 2020 – 5:30 p.m. – Special Called Council Meeting – Vinton War Memorial
October 6, 2020 – 6:00 p.m. - National Night Out (No regular Council Meeting) – Vinton War
Memorial
NOTICE OF INTENT TO COMPLY WITH THE AMERICANS WITH DISABILITIES ACT.
efforts will be made to provide assistance or special arrangements to qualified individuals with disabilities in
order to participate in or attend Town Council meetings. Please call (540) 983-0607 at least 48 hours prior
to the meeting date so that proper arrangements may be made.
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Meeting Date
September 15, 2020
Department
Treasurer/Finance Department
Issue
Consider adoption of a Resolution authorizing the Town Manager to execute a Second Agreement
with Roanoke County for the Use of CARES Act Funds
Summary
The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was passed by the
United States Congress and signed into law by the United States President on March 27, 2020. A
primary component of the CARES Act is the provision of funding assistance to state, local,
territorial and tribal governments for direct costs associated with the COVID-19 pandemic through
the establishment of the Coronavirus Relief Fund (CRF).
Roanoke County received a first allocation of $8,217,365.00 from the CRF which was accepted
and appropriated by the Board on June 23, 2020 and the Town’s equitable share of such first
allocation was $706,693.00. The parties entered into the first “Agreement for the Use of Federal
Coronavirus Relief Funds” on July 14, 2020.
Roanoke County has now been notified that it will receive a second allocation of $8,217,365.00
from the CRF, and that the County is again responsible for ensuring an equitable share of this
second allocation of CRF funds received is shared with and granted to the Town. The Town’s
equitable share of the second allocation of CRF funds is $706,693.00.
The proposed Second Agreement memorializes the County and the Town's agreement to disburse
the Town's second share of the Coronavirus Relief Funds. Furthermore, it confirms that the
Town's use of said funds will be limited to those qualifying expenses defined in the CARES Act,
and that any obligation to return funds to the Commonwealth of Virginia resulting from the actions
or inactions of the Town is the Town's financial obligation. The Town Attorney has reviewed
and approved the agreement as to form. Roanoke County will approve the agreement at their
September 22, 2020 meeting.
Agenda Summary
2
Attachments
Agreement
Resolution
Recommendations
Motion to adopt Resolution
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SECOND AGREEMENT FOR THE USE OF
FEDERAL CORONAVIRUS RELIEF FUNDS
THIS AGREEMENT, made this the ___ day of _________, 2020 by and between
Roanoke County, Virginia, a political subdivision of the Commonwealth of Virginia (“County”),
and the Town of Vinton, Virginia, a municipal corporation of the Commonwealth of Virginia
(“Town”). The County and the Town shall collectively be referred to in this Agreement as the
“parties”.
WITNESSETH
WHEREAS, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”)
was passed by the United States Congress and signed into law by the United States President on
March 27, 2020; and
WHEREAS, a primary component of the CARES Act is the provision of funding
assistance to state, local, territorial, and tribal governments for direct costs associated with the
COVID-19 pandemic through the establishment of the Coronavirus Relief Fund (“CRF”); and
WHEREAS, the County received a first allocation of $8,217,365.00 from the CRF which
was accepted and appropriated by the Board on June 23, 2020; the Town’s equitable share of such
first allocation was $706,693.00;
WHEREAS, the parties entered into the first “Agreement for the Use of Federal
Coronavirus Relief Funds” on July 14, 2020;
WHEREAS, the County has now been notified that it will receive a second allocation of
$8,217,365.00 from the CRF, and that the County is again responsible for ensuring an equitable
share of this second allocation of CRF funds received shall be shared with and granted to the Town;
and
WHEREAS, the Town’s equitable share of the second allocation of CRF funds is
$706,693.00 (“the Town’s distribution”); and
WHEREAS, CRF funds shall be used solely for qualifying expenses as defined by the
CARES Act; and
WHEREAS, CRF funds that are not expended on or before December 30, 2020, by the
County or the Town must be returned to the Commonwealth of Virginia no later than December
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30, 2020, and the Commonwealth of Virginia is entitled to invoke state aid intercept to recover
any such unexpended funds that have not been returned to the Commonwealth within 30 days of
December 30, 2020; and
WHEREAS, CRF funds expended by the County or the Town on any non-qualifying
expenses shall be returned to the Commonwealth of Virginia within 30 days of a finding that the
expenditure is disallowed, and the Commonwealth of Virginia is entitled to invoke state aid
intercept to recover any and all such funds that are not repaid within 30 days of a finding that the
expenditure is disallowed; and
WHEREAS, as a condition of receiving CRF funds, the County shall retain documentation
of all uses of the funds, including but not limited to payroll time records, invoices, and/or sales
receipts, and such documentation shall be produced to the Commonwealth of Virginia upon
request; and
WHEREAS, the County must maintain proper accounting records to segregate qualifying
expenditures from those supported by other fund sources and all such records are subject to audit;
and
WHEREAS, the parties hereto wish to confirm that the expenditure of CRF funds is
limited to those qualifying expenses defined in the CARES Act, and that any obligation to return
CRF funds to the Commonwealth of Virginia resulting from the actions or inactions of the Town
is the Town’s financial obligation;
NOW, THEREFORE, in consideration of the mutual covenants and agreements made
herein, the parties agree as follows:
1. The Town shall provide to the County invoices for qualifying expenses as defined by the
CARES ACT which are incurred by the Town, and thereinafter the County will pay said
invoices on behalf of the Town from the second allocation of CRF funds distributed to the
County.
2. The County shall distribute to, or on behalf of, the Town no more than $706,693.00 from
the second allocation of CRF funds distributed to the County for qualifying expenses as
defined by the CARES Act.
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3. The County has no obligation to distribute to the Town, or on behalf of the Town, funds
for expenses that are not qualifying expenses as defined by the CARES Act. The CARES
Act provides that payments from the CRF may only be used to cover costs that:
a. are necessary expenditures incurred due to the public health emergency with respect
to the Coronavirus Disease 2019 (COVID-19);
b. were not accounted for in the budget most recently approved as of March 27, 2020
(the date of enactment of the CARES Act) for the State or government; and
c. were incurred during the period that begins on March 1, 2020, and ends on
December 30, 2020,
as any of the foregoing requirements may, from time to time, be amended.
4. CRF funds not expended on or before December 30, 2020 on behalf of the Town shall be
returned to the Commonwealth of Virginia. Should the Town not expend all of the Town’s
distribution on or before December 30, 2020, the Town agrees that the County may return
such unspent amounts to the Commonwealth of Virginia as required under the CARES
Act.
5. CRF funds expended by, or on behalf of, the Town that do not adhere to official federal
guidance or that do not qualify under the CARES Act shall be returned to the
Commonwealth of Virginia within 30 days of a finding that the expenditure is disallowed.
The Town agrees to promptly pay to the County an amount equal to the amount the County
is required to return to the Commonwealth of Virginia, including costs.
6. The Town shall keep and maintain records sufficient to demonstrate that CRF funds have
been used in accordance with the provisions of the CARES Act, and any other applicable
laws and regulations, and such documentation shall be produced to the County upon
request.
7. The Town shall retain documentation of all uses of the funds, including but not limited to
payroll time records, invoices, and/or sales receipts, and such documentation shall be
produced to the County upon request.
8. The Town shall maintain proper accounting records to segregate qualifying expenditures
from those supported by other fund sources, and such records shall be produced to the
County upon request.
9. The Town shall fully comply with all requirements of the CARES Act, the County, the
Commonwealth of Virginia, and the federal government in the management and use of the
Town’s distribution, including compliance with any audit.
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This Agreement has been duly authorized and approved by the Board of Supervisors of
Roanoke County and the Town Council of the Town of Vinton.
WITNESS the following signatures:
ROANOKE COUNTY, VIRGINIA
_______________________________
By: Daniel R. O’Donnell
Its: County Administrator
TOWN OF VINTON, VIRGINIA
_______________________________
By: Richard W. Peters, Jr.
Its: Acting Town Manager
RESOLUTION NO.
AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL HELD ON TUESDAY,
SEPTEMBER 15, 2020, AT 7:00 P.M., BY ELECTRONIC COMMUNICATIONS PURSUANT
TO SECTION 15.2-1413, CODE OF VIRGINIA (1950), AS AMENDED
WHEREAS, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was passed by
the United States Congress and signed into law by the United States President on March
27, 2020; and
WHEREAS, a primary component of the CARES Act is the provision of funding assistance to state,
local, territorial, and tribal governments for direct costs associated with the COVID-19
pandemic through the establishment of the Coronavirus Relief Fund (“CRF”); and
WHEREAS, Roanoke County has been notified that it will receive a second allocation of $8,217,365.00
from the CRF, and that the County is again responsible for ensuring an equitable share of
this second allocation of CRF funds received is shared with and granted to the Town; and
WHEREAS, the Town of Vinton’s equitable share of the second allocation of CRF funds is
$706,693.00; and
WHEREAS, Roanoke County and the Town of Vinton wish to memorialize certain agreements for the
share, expenditure, and management of said funds.
NOW, THEREFORE, BE IT RESOLVED that the Vinton Town Council does hereby authorize the
Town Manager to execute a Second Agreement with Roanoke County for the use of the CARES Act
funds.
This Resolution adopted on motion made by ________________, seconded by _____________________,
with the following votes recorded:
AYES:
NAYS:
APPROVED:
_______________________________________
Bradley E. Grose, Mayor
ATTEST:
Susan N. Johnson, CMC, Town Clerk
Meeting Date
September 15, 2020
Department
Finance/Treasurer
Issue
Consider adoption of a Resolution authorizing the Town Manager to execute a Master Project
Agreement with Core & Main LP and Software as a Service and Spectrum Lease Agreement with
Sensus USA Inc. for a fixed based meter reading system
Summary
During the COVID-19 pandemic, it became apparent that the current meter reading equipment and
software lacked abilities to allow our workforce to efficiently telework and provide services.
Roanoke County has allocated a portion of CARES Act funding to the Town of Vinton, which
allows the Town to improve teleworking capabilities of employees to comply with provisions of
COVID-19 public health precautions and at this time the Town is able to use the CARES Act
funding to pay for items incurred by December 30, 2020 and plans to cover the remaining balance
through debt issuance. The Town is able to replace the current meters with Sensus meters that
can operate on a primary radio frequency fixed based reading system, and pricing has been
obtained through a request for proposals. Core & Main is providing the installation of Sensus
meters and Sensus reading software.
Attachments
Core & Main LP Master Project Agreement
Sensus USA Inc. Software as a Service and Spectrum Lease Agreement
Resolution
Recommendations
Motion to adopt Resolution
Town Council
Agenda Summary
{00376390.DOC }
Town of Vinton
Master Project Agreement
Core & Main LP
2820 Mary Linda Ave.
Roanoke, VA 24012
{00376390.DOC }E-1
Table of Contents
Section
Purpose and Scope ............................................................................................................................. 1
Definitions and Terminology ............................................................................................................. 2
Term .................................................................................................................................................. 3
Core & Main’s Responsibilities ......................................................................................................... 4
Client’s Responsibilities ..................................................................................................................... 5
Default of Client ................................................................................................................................. 6
Default of Core & Main ..................................................................................................................... 7
Insolvency .......................................................................................................................................... 8
Taxes, Permits, and Fees .................................................................................................................... 9
Warranty ............................................................................................................................................. 10
Indemnity ........................................................................................................................................... 11
Safety ................................................................................................................................................. 12
Liability and Force Majeure ............................................................................................................... 13
Insurance ............................................................................................................................................ 14
Hazardous Materials ........................................................................................................................... 15
Cleanup .............................................................................................................................................. 16
Delays and Access .............................................................................................................................. 17
Quality of Materials .......................................................................................................................... 18
Financing ........................................................................................................................................... 19
Legal Governance .............................................................................................................................. 20
Dispute Resolution ............................................................................................................................. 21
Attorney’s Fees ................................................................................................................................. 22
Assignability ..................................................................................................................................... 23
Notices .............................................................................................................................................. 24
Binding Effect ................................................................................................................................... 25
Modifications .................................................................................................................................... 26
Severability ....................................................................................................................................... 27
Privacy .............................................................................................................................................. 28
Appendix A Procurement, Installation and Management Contract
Exhibit A-1 Material Procurement Summary for Installation Contract
Exhibit A-2 Acceptance Certificate
Exhibit A-3 Sensus Advanced Metering Infrastructure (AMI) Agreement
Exhibit A-4 Statement of Work
Appendix B Reserved
Appendix C Reserved
Appendix D Warranty
Exhibit D-1 Manufacturers’ Warranties
{00376390.DOC }E-2
Master Project Agreement
This Master Project Agreement (as hereinafter defined, this “Agreement”) dated as of _______________, 20__
between Core & Main LP, a Florida limited partnership (as hereinafter defined, “Core & Main”), and The Town of Vinton,
Virginia, a political subdivision of the Commonwealth of Virginia (as hereinafter defined, “Client”).
1.Purpose and Scope. The Agreement is a Master Project Agreement to provide certain Work to Client.
Core & Main agrees to undertake the necessary Work as specified in this Agreement, and Client agrees to take all actions
that are identified in this Agreement and to pay Core & Main in the manner contemplated by this Agreement. This
Agreement consists of the text set forth herein and the text set forth in each Appendix to this Agreement that is executed
and delivered by the Parties. The Appendices checked below are the only Appendices that have been executed and
delivered by the Parties as part of this Agreement (provided, however, that Exhibits that are part of a stated Appendix also
shall be part of this Agreement):
[ X ] Appendix A--Procurement, Installation and Management Contract
[ ] Appendix B—Reserved
[ ] Appendix C--Reserved
[ X ] Appendix D--Warranty
2.Definitions and Terminology. When used in this Agreement or in any of its attachments, the following
capitalized terms shall have the respective meanings as follows:
“Agreement” shall mean this Master Project Agreement, to include all Appendices and Exhibits.
“AWWA” shall mean the American Water Works Association
“AMR” shall mean Automatic Meter Reading
“AMI” shall mean Advanced Metering Infrastructure
“Client” shall mean The Town of Vinton, Virginia together with its successors.
“Factory Installation Recommendation” shall mean guidelines for installation procedures given by the
manufacturer of the equipment.
“Force Majeure” shall mean conditions beyond the reasonable control, or not the result of willful
misconduct or negligence of the Party, including, without limitation acts of God, storms, extraordinary weather, acts of
government units, strikes or labor disputes, fire, explosions, thefts, vandalism, riots, acts of war or terrorism, non-price
related unavailability of Project Materials and Supplies, and unavailability of fuel.
“Hazardous Materials” are any materials, substances, chemicals, and wastes recognized as hazardous or
toxic (or other interchangeable terms of equal meaning) under applicable laws, regulations, rules, ordinances, and any
governmental or authoritative body having jurisdiction over the execution of this Agreement and its attachments.
“Core & Main” shall mean Core & Main LP, a limited partnership, together with its successors.
{00376390.DOC } E-3
“Installation Contract” shall mean the Procurement, Installation, and Management Contract attached to
this Agreement as Appendix A, but only to the extent that the Parties have executed and delivered such Appendix A.
“Manufacturer Defect” shall mean any fault or defect in materials or workmanship that manifests itself
during the Warranty Period and is covered by the manufacturer’s warranty.
“Manufacturer’s Warranty Period” shall have the meaning set forth in Appendix D to this Agreement.
“Party” shall mean either Core & Main or Client.
“Project” shall mean the work to be performed by Core & Main or its subcontractors as described in this
Agreement.
“Project Materials and Supplies” shall mean the materials and equipment specified in Appendix A.
“RF” shall be interchangeable with the term Radio Frequency.
“State” shall mean the Commonwealth of Virginia in which Client is located.
“Third Party” shall mean a person or entity other than Client or Core & Main.
“Utility Service Area” shall mean the geographic area where the Project will be installed and the Work
(and, if applicable, the Services) will be performed. This geographic area shall be specifically defined as within the
jurisdictional boundaries of the Town of Vinton, Virginia and any other geographic areas including Client’s system that
Core & Main, in its discretion, shall approve in writing for inclusion in the Utility Service Area.
“Warranty Period” shall have the meaning set forth in Appendix D to this Agreement.
“Work” shall mean all work required for the completion of Core & Main’s obligations under this
Agreement, including, to the extent that the Parties execute and deliver the Installation Contract attached hereto as
Appendix A, the installation Work contemplated by the Installation Contract.
3. Term. The Term of this Agreement shall begin on the commencement date as listed in the opening
paragraph and, unless earlier terminated in the manner contemplated by this Agreement, shall endure for the period
specified in Appendix A. Notwithstanding the foregoing, either Party may terminate this Agreement and the Services and
Work described herein by giving the other Party sixty (60) days prior written notice of its termination of this Agreement.
4. Core & Main’s Responsibility. Core & Main shall provide Services, supply Project Materials and
Supplies, and do all other Work as described in this Agreement. Without limiting the generality of the foregoing, Core &
Main shall maintain supervision of all its subcontractors. Any Work beyond the scope of the Work agreed to herein shall
not be considered as part of this Agreement. There shall be no implied or verbal agreements between the Parties relating to
the subject matter of this Agreement.
5. Client’s Responsibility. Client shall be responsible for cooperating with Core & Main, providing
accurate information in a timely manner, and making payment in a timely manner for Work performed, Project Materials
and Supplies furnished, or Services rendered. Client shall designate a representative who will be fully acquainted with the
Work and will be reasonably accessible to Core & Main and its subcontractors, and will have the authority to make
decisions on behalf of Client. Client shall provide to Core & Main and its subcontractors all information regarding legal
limitations, utility locations and other information reasonably pertinent to this Agreement and the Project. Client shall be
required to give prompt notice should it become aware of any fault or defect in the Project.
6. Default of Client. The following events shall be considered events of Default of Client: (a) The failure
of Client to make payments to Core & Main in accordance with the terms of this Agreement; (b) any representation or
warranty provided by Client that proves to be materially false or misleading when made; (c) any material failure of Client
to comply with or perform according to the terms of this Agreement or to correct such failure to perform within any cure
period specified in this Agreement. If an event of Default by Client occurs, Core & Main will exercise any and all
remedies available to it under this Agreement.
7. Default of Core & Main. The following events shall be considered events of default on the part of Core
& Main: (a) failure of Core & Main to provide adequate personnel, equipment, and supplies in accordance with the
{00376390.DOC }E-4
provisions and specifications of this Agreement, (b) any failure to promptly re-perform, within a reasonable time, Work or
Services that properly were rejected as defective or nonconforming, (c) the failure of Core & Main to deliver its Work and
Services free and clear of any lien or encumbrance by any subcontractor, laborer, materialman, or other creditor of Core &
Main, (d) any representation or warranty (other than a warranty as contemplated by Section 10 of this Agreement) provided
by Core & Main proves to be materially false or misleading when made, (e) any material failure of Core & Main to comply
with or perform according to the terms of this Agreement or to correct such failure to perform within any cure period
specified in this Agreement. In the event of default by Core & Main, Client may exercise any and all remedies available to
it under this Agreement.
8.Insolvency. In the event that either Party becomes insolvent or makes an assignment for the benefit of
creditors or is adjudicated bankrupt or admits in writing that it is unable to pay its debts, or should any proceedings be
instituted under any state or Federal Law for relief of debtors or for the appointment of a receiver, trustee, or liquidator of
either Party, or should voluntary petition in bankruptcy or a reorganization or any adjudication of either Party as an
insolvent or a bankrupt be filed, or should an attachment be levied upon either Parties equipment and not removed within
five (5) days therefrom, then upon the occurrence of any such event, the other Party shall thereupon have the right to cancel
this Agreement and to terminate immediately all work hereunder without further obligation.
9.Taxes, Permits, and Fees. Core & Main shall be responsible for obtaining all permits and related permit
fees associated with the Project; however the Client must disclose any known fees in advance of contract signing. Client
shall pay sales, use, consumer, and like taxes, when applicable. Client shall be responsible for securing at its sole expense
any other necessary approvals, easements, assessments, or required zoning changes. Client shall be responsible for
personal property taxes and real estate taxes on the Project. Core & Main shall be responsible for all taxes measured by
Core & Main’s income.
10.Warranty. The warranty provided by Core & Main and the manufacturer on Project Materials and
Supplies, Work, and Services shall be as set forth in Appendix D.
11.Indemnity. Subject to Sections 13 and 14 of this Agreement:
(a) Except as otherwise expressly provided in Section 11(b) below, Client assumes all liability and
risk associated with the use, operation, and storage of the Project Materials and Supplies and for property damage, injuries,
or deaths associated with or arising out of the use and operation of the Project unless said damage, injury, or death is the
direct result of Core & Main, its employees, and agents.
(b) Core & Main shall indemnify Client and employees against all claims for payment of
subcontractors or materialmen hired by Core & Main for Work relating to the Project. Core & Main and Client agree that
Core & Main is responsible only for damages that result from the intentional misconduct or the negligent act or omission of
Core & Main or its subcontractors.
12.Safety. Core & Main shall have the primary responsibility for the supervision, initiation, and maintaining
all safety precautions and programs necessary to complete its Work associated with the Project. Core & Main agrees to
comply with all applicable regulations, ordinances, and laws relating to safety. It shall be the responsibility of Client,
however, to assure that the sites controlled by Client at which Core & Main expected to do its Work are safe sites.
13.Liability and Force Majeure. Core & Main’s liability under this Agreement shall not exceed the
amounts paid to Core & Main by Client hereunder. Neither Core & Main nor Client shall be responsible to each other for
any indirect, consequential, incidental, exemplary or special damages resulting in any form from the Project, whether
arising out of warranty, indemnity, tort, contract, or otherwise. Neither Core & Main nor Client shall be responsible to each
other for injury, loss, damage, or delay that arise from Force Majeure. Core & Main shall not be responsible for any
equipment or supplies other than Project Equipment and Supplies.
14.Insurance and Risk.
(a)During the Term of this Agreement Core & Main shall maintain and shall assure that its
subcontractors maintain insurance as follows:
(1) workers’ compensation insurance (or self-insurance) in accordance with applicable law;
(2) Comprehensive general liability insurance
{00376390.DOC }E-5
(3) Motor vehicle liability insurance
Such coverage may be provided under primary and excess policies. At the request of Client, Core & Main shall provide or
cause its subcontractor to provide to Client a certificate of insurance with respect to such policies.
(b) Client shall assume full responsibility for any risk of loss except to the extent that (1) the
damages are the result of negligence, failure to act, or willful or intentional act of Core & Main or its subcontractors as
provided in Section 11(b) above, or (2) the loss is covered by the insurance contemplated by Section 14(a) above.
15.Hazardous Materials. The Project and the Work expressly excludes any Work or Services of any nature
associated or connected with the identification, abatement, cleanup, control, removal, or disposal of Hazardous Materials or
substances. Client warrants and represents that, to the best of Client’s knowledge, there is no asbestos or other hazardous
materials in the Project premises in areas that Core & Main shall be required to perform work that in any way will affect
Core & Main’s ability to complete the Project. If Core & Main is made aware or suspects the presence of Hazardous
Materials, Core & Main reserves the right to stop work in the affected area and shall immediately notify Client. It shall
remain Client’s responsibility to correct the condition to comply with local and federal standards and regulations. Client
shall remain responsible for any Claims that result from the presence of the Hazardous Materials. Client is responsible for
proper disposal of all hazardous materials, including but not limited to lithium batteries.
16.Cleanup. Core & Main will be responsible for keeping the Project area free from the accumulation of
waste materials or trash that result from the Project-related Work. Upon completion of the initial Project-related Work,
Core & Main will remove all waste materials, trash, tools, construction equipment and supplies, and shall remove all
surplus materials associated with the Project.
17.Delays and Access. If conditions arise that delay the commencement, completion, or servicing of the
Project as a consequence of Force Majeure or failure of Client to perform its obligation that prevents Core & Main or its
agents from performing work, then Core & Main will notify Client in writing of the existence of delay and the nature of the
delay. Client and Core & Main will then mutually agree upon any new completion dates, disbursement terms, and payment
terms for the Work contemplated by this Agreement. Nothing in the foregoing sentence shall be deemed to relieve Client
from its obligation to provide Core & Main and its subcontractors reasonable and safe access to facilities that are necessary
for Core & Main to complete the Work.
18.Quality of Materials. Core & Main will use the Project Materials and Supplies specified in Appendix A.
Where brand names and part numbers are specified Core & Main will use the items listed in Appendix A unless specified
items are unavailable or discontinued. In this instance Core & Main will work with Client to choose a substitute. Where
brand names are not specified, Core & Main will choose Project Materials and Supplies that are within industry norms and
standards. Should Client require Project Materials and Supplies with specific requirements, Client should make these
specifications known in a timely manner. Core & Main can use Client-furnished or Client-specific materials; however,
Client will need to provide them or pay the difference in price and labor should any exist. Examples of Client specific
requirements include but are not limited to country or state of origin, union manufactured, specific brand, or manufacturing
process.
19.Compliance. During the performance of this Agreement, Core & Main agrees as follows:
a.COMPLIANCE WITH LAWS AND REGULATIONS: Core & Main shall keep fully informed of all
federal, state, and local laws, ordinances, and regulations, and all orders and decrees of bodies or tribunals
having any jurisdiction or authority, which in any manner affect those engaged or employed on this Agreement,
or which in any way affect the conduct of the Services provided by Core & Main. Core & Main shall at all
times observe and comply with, and shall cause its agents, subcontractors and employees to observe and comply
with all such laws, ordinances, regulations, orders, and decrees; and shall protect and indemnify the Client and
its employees and appointees against any liability arising from or based on the violation of any such law,
ordinance, regulation, order, or decree, whether by itself or its agents, subcontractors or employees. If any
discrepancy or inconsistency is discovered between this Agreement and any such law, ordinance, regulation,
order, or decree, Core & Main shall immediately report the same to the Client in writing.
b.VIRGINIA PROHIBITED EMPLOYMENT DISCRIMINATION: Core & Main, its agents,
employees, assigns or successors, and any person, firm, or agency of whatever nature with whom it may contract
or make an agreement, shall comply with the provisions of the Section 2.2-4311 of the Code of Virginia (1950),
as amended. During the performance of this Agreement, Core & Main agrees as follows:
{00376390.DOC }E-6
1.Core & Main will not discriminate against any employee or applicant for employment because
of race, religion, color, sex, national origin, age, disability, or other basis prohibited by state
law relating to discrimination in employment, except where there is a bona fide occupational
qualification reasonably necessary to the normal operation of Core & Main. Core & Main
agrees to post in conspicuous places, available to employees and applicants for employment,
notices setting forth the provisions of this nondiscrimination clause.
2.Core & Main, in all solicitations or advertisements for employees placed by or on behalf of Core
& Main, will state that Core & Main is an equal opportunity employer.
3.Notices, advertisements and solicitations placed in accordance with federal
law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements of
this section.
Core & Main will include the provisions of the foregoing paragraphs “1”, “2” and “3” in every
subcontract or purchase order of over ten thousand dollars, so that such provisions will be binding upon
each subcontractor or vendor.
c.NON-DISCRIMINATION PROVISION: Core & Main agrees to abide by the provisions of Title VI
and Title VII of the Civil Rights Act of 1964 (42 USC 2000e), which prohibits discrimination against any
employee or applicant for employment, or any applicant or recipient of services, on the basis of race, religion,
color, sex or national origin; and further agrees to abide by Executive Order No. 11246 entitled “Equal
Employment Opportunity,” as amended by Executive Order No. 11375 and as supplemented in the Department
of Labor Regulations (41 CFR Part 60), which prohibit discrimination on the basis of age. Section 49 CFR 21 is
incorporated by reference in all contracts and subcontracts funded in whole or in part with federal funds. Core &
Main shall comply with the Americans with Disabilities Act (ADA), and with the provisions of the Virginians
with Disabilities Act, Sections 51.5 40 through 51.5 46 of the Code of Virginia (1950), as amended, the terms of
which are incorporated herein by reference.
d.CERTIFICATION REGARDING NON-SEGREGATED FACILITIES: By the execution of this
Contract, Core & Main certifies that it does not maintain or provide for its employees any segregated facilities at
any of its establishments, and that it does not permit its employees to perform their services at any location,
under its control, where segregated facilities are maintained. It certifies further that it will not maintain or
provide for its employees any segregated facilities at any of its establishments, and that it will not permit its
employees to perform their services at any location under its control, where segregated facilities are maintained.
Core & Main further certifies that no employee will be denied access to adequate facilities on the basis of sex or
disability. As used in this certification, the term “segregated facilities” means any waiting rooms, work areas,
restrooms and washrooms, restaurants and other eating areas, time clocks, locker rooms and other storage or
dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing
facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis
of race, creed, color, national origin, age or handicap, because of habit, local custom or otherwise. It agrees that,
except where it has obtained identical certification from proposed subcontractors and material suppliers for
specific time periods, it will obtain identical certification from proposed subcontractors or material suppliers
prior to the award of subcontracts or the consummation of material supply Contracts exceeding ten thousand
dollars, and that it will retain such certifications in its files.
e.TDD/TTY EQUIPMENT FOR THE DEAF: When seeking public participation through the
maintenance of a toll free hot line number and/or publishing project-related materials, Core & Main agrees to
ensure that all citizens have equally effective communication. Core & Main agrees to provide or identify a
telecommunications device for the deaf/teletypewriter (TDD/TTY) or acceptable means of telephone access for
individuals with impaired speech or hearing. Core & Main will provide notice of a TDD/TTY number whenever
a standard telephone number is provided.
f.IMMIGRATION REFORM AND CONTROL ACT OF 1986: By signing this Agreement, Core &
Main certifies that it does not and will not during the performance of this Agreement violate the provisions of
the Federal Immigration Reform and Control Act of 1986, which prohibits employment of illegal aliens.
g.OCCUPATIONAL SAFETY AND HEALTH STANDARDS: Core & Main shall not require any
individual employed in the performance of this Agreement to work in surroundings or under working conditions
which are unsanitary, hazardous, or dangerous to health or safety as determined under the Occupational Safety
and Health Standards promulgated by the United States Secretary of Labor. This provision shall be made a
{00376390.DOC }E-7
condition of any subcontract entered into pursuant to this Agreement.
In addition, the Core & Main shall abide by the Virginia Occupational Safety and Health Standards adopted
under Section 40.1 22 of the Code of Virginia (1950), as amended, and will fulfill the duties imposed under
Section 40.1 51.1 of the Code of Virginia. Any violation of the aforementioned requirements or duties which
is brought to the attention of Core & Main by any person shall be immediately abated.
h.CERTIFICATION REGARDING DEBARMENT: By the execution of this Agreement, Core & Main
certifies to the best of its knowledge and belief, that it and its principals:
1.Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from covered transactions by any Federal department or agency;
2.Have not within a three-year period preceding this proposal been convicted of or had a civil judgment
rendered against them for commission of fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a
public transaction; and have not been convicted of any violations of Federal or State antitrust statutes
or commission of embezzlement, theft, forgery, bribery, falsification, or destruction of records, making
false statements, or receiving stolen property;
3.Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity
(Federal, State or local) with commission of any of the offenses enumerated in paragraph (b) of this
certification; and
4.Have not within a three (3) year period preceding this application/proposal had one or more public
transactions (Federal, State or local) terminated for cause or default.
i.PAYMENT TO SUBCONTRACTORS: In accordance with Article 4 of the Virginia Public
Procurement Act (Sections 2.2-4347 through 2.2-4356 of the Code of Virginia (1950), as amended), Core &
Main shall make payment to all subcontractors within seven (7) days after receipt of payment from the Client,
or shall notify the Client and subcontractor in writing of the intention to withhold all or a part of the amount
due along with the reason for nonpayment.
In the event payment is not made as noted, Core & Main shall pay interest at the rate of one percent per month
to the subcontractor, unless otherwise provided in this Agreement, on all amounts that remain unpaid after seven
(7) days except for the amounts withheld according to this Agreement.
The Client does not require retainage to be withheld by Core & Main on any subcontracts. If Core & Main
elects to withhold retainage on subcontracts, prompt payment of the retainage shall be made to the
subcontractors within the later of 60 days after the final billing is received by Core & Main from the
subcontractor or the satisfactory acceptance of the services by the Client. The Client will notify Core & Main
and the subcontractor in writing when the services have been satisfactorily accepted. If the retainage is not
promptly paid, Core & Main shall notify the Client and the subcontractor in writing as to the reasons for not
making payment.
These same requirements shall be included in each subcontractor contract and shall be applicable to each
lower tier subcontractor.
j.COMPLIANCE WITH LOBBYING RESTRICTIONS (This section only applies to contract using
federal funds.): By signing this Agreement, Core & Main certifies that:
1.Since promulgation of the federal requirements implementing Section 1352 of Title 31, U.S.C. (PL
101-121, Section 319) entitled “Limitation on use of appropriated funds to influence certain Federal
contracting and financial transactions”, no federal appropriated funds have been paid and none will be
paid, by or on behalf of Core & Main, to any person for influencing or attempting to influence an
officer or employee of any federal agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in connection with the awarding of a federal
contract, the making of any Federal grant, the making of any federal loan, the entering into of any
cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any
federal contract, grant, loan, or cooperative agreement;
2.If any funds other than federal appropriated funds have been paid or will be paid to any person for
{00376390.DOC }E-8
influencing or attempting to influence an officer or employee of any federal agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with this federal contract, grant, loan, or cooperative agreement, Core & Main shall
complete and submit Standard Form LLL, “Disclosure Form to Report Lobbying,” in accordance
with its instructions; and
3.Core & Main shall require that the language of this certification be included in all subcontracts at all
tiers, and that all subcontractors shall certify and disclose accordingly.
k.RECORDS: Core & Main and subcontractors shall retain all books, documents, papers, accounting
records and other evidence supporting the costs incurred, for three (3) years after payment of the final estimate
or final audit, whichever is later. Such evidence shall be made available at Core & Main’s offices at all
reasonable times and will be subject to audit and inspection by the Client or any authorized representative.
Evidence of costs incurred by a subcontractor shall be made available at its office at all reasonable times during
the contract period between Core & Main and the subcontractor and for three years after written acceptance by
Core & Main, for audit and inspection by the Client. It shall be Core & Main’s responsibility to notify the
Client, in writing, of the completion of that subcontractor’s portion of the services so that the records of the
subcontractor can be audited within the three-year retention period. Failure to do so may result in Core &
Main’s liability for any costs not supported by the proper documentation for the subcontractor’s phase of the
services. Final payment for the subcontractor’s phase of the services will be made after total costs are
determined by the final audit of the subcontractor.
l.DRUG-FREE WORKPLACE: During the performance of this Agreement, Core & Main agrees to:
1.Provide a drug-free workplace for Core & Main’s employees;
2.Post in conspicuous places, available to employees and applicants for employment, a statement notifying
employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a
controlled substance or marijuana is prohibited in Core & Main’s workplace and specifying the actions
that will be taken against employees for violations of such prohibition;
3.State in all solicitations or advertisements for employees placed by or on behalf of Core & Main that
Core & Main maintains a drug-free workplace; and
4.Include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000,
so that the provisions will be binding upon each subcontractor or vendor.
5.For the purpose of this section, “drug-free workplace” means a site for the performance of work done in
connection with a specific contract awarded to Core & Main, the employees of whom are prohibited
from engaging in the unlawful manufacture, sale, distribution, dispensation, possession or use of any
controlled substance or marijuana during the performance of the contract.
20.Legal Governance. The laws of the State shall govern this Agreement and the relationship of the Parties
contemplated hereby.
21.Dispute Resolution.
(a)The Parties will attempt in good faith to resolve through negotiation any dispute, claim or
controversy arising out of or relating to this Agreement. Either Party may initiate negotiations by providing written notice
to the other Party, setting forth the subject of the dispute and the relief requested. The recipient of such notice will respond
in writing within three business days from receipt with a statement of its position on, and recommended solution to, the
dispute. If the dispute is not resolved by these negotiations within 15 business days following the date of the initial written
notice, the matter will be submitted to non-binding mediation in according with Section 21(b) below.
(b) Except as provided herein, no civil action with respect to any dispute, claim, or controversy
arising out of or relating to this Agreement may be commenced until the Parties have attempted in good faith to resolve the
matter through a non-binding mediation proceeding, under the mediation procedure of the CPR Institute for Dispute
Resolution (“CPR”), JAMS/Endispute, the American Arbitration Association (“AAA”), or as otherwise agreed upon by the
Parties. Either Party may commence non-binding mediation by sending a written request for mediation to the other Party,
within 45 business days following the expiration of the 15-business day period under subsection (a) above, setting forth the
{00376390.DOC }E-9
subject of the dispute and the relief requested. Unless the Parties agree otherwise in writing, a single mediator shall
conduct the mediation, and the mediator shall be selected from an appropriate CPR, JAMS/Endispute, AAA or other panel
as agreed upon by the Parties. The mediation shall be conducted in the county of the State in which Client has its principal
office. Each Party may seek equitable relief prior to or during the mediation to preserve the status quo pending the
completion of that process. Except for such an action to obtain equitable relief, neither Party may commence a civil action
with respect to the matters submitted to non-binding mediation until after the completion of the initial mediation session, or
45 days after the date of filing the written request for mediation, whichever occurs first. Mediation may continue after the
commencement of a civil action, if the Parties so desire.
(c) The Parties further agree that in the event any dispute between them relating to this Agreement is
not resolved under Section 21(a) or (b) above, exclusive jurisdiction shall be in the trial courts located within the county of
the State in which Client has its principal office, any objections as to jurisdiction or venue in such court being expressly
waived. In the event of a breach or threatened breach by Client of this Agreement, Core & Main in its sole discretion may,
in addition to other rights and remedies existing in its favor and without being required to post a bond or other security,
apply to any court for specific performance and/or injunctive or other relief in order to enforce, or prevent the violation of,
this Agreement. BOTH CLIENT AND CORE & MAIN HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT
OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF THE
PARTIES IN THE NEGOTIATIONS, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.
(d) All issues and questions concerning the construction, validity, enforcement and interpretation of
this Agreement shall be governed by, and construed in accordance with, the laws of the State, without giving effect to any
choice of law or conflict of law rules or provisions (whether of the State or any other jurisdiction) that would cause the
application hereto of the laws of any jurisdiction other than the laws of the State.
22.Attorney’s Fees. In the event of any litigation between Parties hereto arising from or with respect to this
Master Project Agreement, the Parties will each bear their own attorneys' fees and costs of the action.
23.Assignability. Client may not assign, delegate or otherwise transfer this Agreement or any of its rights or
obligations hereunder without Core & Main’s prior written consent.
24.Notices. All notices and communications related to this Agreement shall be made in following address:
If to Client:The Town of Vinton, Virginia
311 S. Pollard Street
Vinton, VA 24179
With a copy to: Vinton Town Attorney
Guynn, Waddell, Carroll & Lockaby, P.C.
415 S. College Avenue
Salem, VA 24153
If to Core & Main: Core & Main LP
______________________
______________________
With a copy to: Legal Department
Core & Main LP
1830 Craig Park Court
St. Louis, MO 63146
Ph: (314) 432-4700
Fax: (314) 432-2550
25.Binding Effect. Each of Client and Core & Main represents and warrants to the other that this
Agreement has been duly authorized, executed and delivered by such Party and constitutes a legal, valid and binding
agreement of such Party enforceable against such Party in accordance with its terms.
{00376390.DOC }E-10
26.Modifications. This Agreement shall not be modified, waived, discharged, terminated, amended, altered
or changed in any respect except by a written document signed and agreed to by both Core & Main and Client.
27.Severability. Any term or provision found to be prohibited by law or unenforceable shall be ineffective
to the extent of such prohibition or unenforceability without, to the extent reasonably possible, invalidating the remainder
of this Agreement.
28. Privacy. The Privacy Policy of Core & Main may be accessed at the following URL:
www.coreandmain.com/privacy-policy/.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.
“CORE & MAIN”
CORE & MAIN LP
By: ______________________________
Printed Name: _____________________
Printed Title _______________________
“CLIENT”
TOWN OF VINTON, VIRGINIA
By: ______________________________
Printed Name: _____________________
Printed Title _______________________
{00376390.DOC }E-11
Appendix A
Procurement, Installation, and Management Contract
Provider: Core & Main LP (“Core & Main”)
Client: The Town of Vinton, Virginia
This Procurement, Installation, and Management Contract (the “Installation Contract”) is an Appendix to the Master Project
Agreement of even date herewith (the “Master Agreement”) concerning the Project referenced in the Master Agreement.
1.Summary of Work. The Summary of Work for the Project contemplated by the Master Agreement
consists of application design of the AMR system, providing and installing all Project Materials and Supplies as listed in
Exhibit A-1, and management of the installation process. The purpose of this Work is to upgrade the existing system in
order to provide an AMR-capable system that will meet or exceed the Factory Installation Recommendations.
Summary of Work:
AMI MDMS Software Installation, Configuration, Testing and Training
2.Project Implementation Period.The Project is projected to commence on
_________________________, and will be implemented over an approximate 8 month period of time. Below is an
estimated construction Schedule:
Estimated Construction Schedule:
3.Compensation. Client agrees to pay Core & Main as estimated $______________ for the Project
Materials and Supplies and Work as described in Exhibit A-1 and additionally for each supplemental item as required by
Client and agreed by the parties. In addition, Client agrees to pay Core & Main for the Work and Services contemplated by
this Procurement Contract as set forth in the Master Agreement. Payment terms shall be as follows:
(a) Payment for Project Materials and Supplies. Client will make payment to Core & Main for
Project Materials and Supplies and the Work set forth in Exhibit A-1 within 30 days of the receipt of an invoice for such
Project Materials and Supplies and Work (which will be invoiced no more frequently than weekly. No payment shall be
made, however, until Client shall have issued a related Acceptance Certificate, which Client shall issue promptly following
its receipt of Project Materials and Supplies.
4.Installation Responsibilities of Core & Main.
(a) Project Installation. Core & Main agrees to do the Work, provide the Services, and furnish the
Project Materials and Supplies in accordance with Client’s specifications that are attached to this Installation Contract
during the estimated construction period listed above. Core & Main will be responsible for installing the Project according
to manufacturer standards and such local standards, if any, as are attached hereto or described as follows:
________________________________________________________________________________________
{00376390.DOC }E-12
Core & Main will warrant the Project Materials and Supplies, the Work, and any other Services as provided in Section 10
of the Master Agreement. Client may elect to execute a Service Contract with Core & Main for additional maintenance
provisions.
(b) Water Shutoffs. Core & Main, its agents and subcontractors, will be responsible for shutting off
the water to each meter serviced as well as notifying each customer of the water shutoff. Some assistance may be required
by Client with the notification of its customers. The Installation team will knock on the doors of residential customers as
well as leave notifications on their doors. In the case of large commercial customers such as: schools, hospitals, nursing
homes or any other commercial customer, special efforts will be made to ensure minimum disruption to their water needs.
In order to prevent any damage from plumbing fixtures that are sensitive to water shutoffs, Core & Main will schedule
replacements with these commercial customers and will notify the maintenance personnel when turning the water back on
at these facilities. Regardless of any effort of Core & Main, ultimate responsibility of any and all fixtures inside buildings
will remain the responsibility of the end user and/or Client as detailed in any Service Contract that exists between Client
and its Customers.
In the event that the service location lacks a curb stop, or it is defective, Core & Main or its representative will contact the
utility. In this event the utility will either A) authorize Core & Main to repair the defect at the price as listed in appendix A-
1 or, B) the utility will repair the defect themselves and notify Core & Main that the repair has been made or, C) Exclude
the meter change out from project.
(c) Meter Boxes, Vaults, and Roadways. Core & Main is responsible for repairing any damages to
meter boxes, vaults, and roadways that result from the installation of the Project; provided, however, that Core & Main
shall not be liable for pre-existing conditions or leaks. Core & Main will install new meter boxes as authorized by the
Client representative, with appropriate lid selection, mutually agreed upon. The Client will retain all existing water meters
and materials pulled from the ground during the installation.
(d) AMI Infrastructure Work. Core & Main will develop a Scope of Work specific to the design,
deployment, and execution of any AMI infrastructure work as per the project needs. This Scope of Work will be tailored to
the project, as well as any site specific conditions. Once this Scope of Work is developed and mutually agreed upon by the
Parties, it will become extension to the Master Project Agreement Appendix A, and as such will be binding between the
parties.
(e) Disposal. Core & Main will be responsible for the disposal of all waste, debris and materials
from the installation of the Project. The Town of Vinton will be responsible for old scrap water meter disposal.
(f) Certified Installers. In the event that the Installation Contract includes gas or electric meters or
should local laws dictate, Core & Main will ensure that the meter installers are certified by the governing board as required.
(g) Liability.
Water Meter Change out: Core & Main is responsible for any damages that occur within 6” on
either side of the water meter resulting from the Project installation. Any damages incurred within this 6” area will be
promptly repaired at the expense of Core & Main. Core & Main is not liable for damages outside the 6” zone, either on the
water distribution side or on the customer side incurred from the Project installation including shutoff, temporary outage,
and restart of water service. Core & Main is not liable for any pre-existing conditions including leaks, faulty workmanship
and materials from previous projects or rust. Should such conditions occur (i.e .leaks) Core & Main may document them
and at Client’s written request repair them for a negotiated price.
Back-Flow Prevention Devices: Core & Main will not be required to install or repair any Back-
Flow Prevention Devices. Core & Main assumes no liability or responsibility for the proper functioning of these devices.
Core & Main recommends that the Client notify each customer about the potential impact of thermal expansion, but leaves
this decision to the discretion of the Client.
(h) Non-Covered Work. Contracted meter change outs contemplate a standard meter change out. In
the event that locations exist where conditions exist which require nonstandard work (i.e. move a service location etc.,
move fences for or other customer structures & items for access, install systems in heavy traffic locations alleys, parking
lots etc.), Core & Main and the City will discuss pricing and work may proceed from this point or the city may elect to
{00376390.DOC }E-13
excuse this work from the project. In any event where safety concerns would cause undue risk to the work Crews this work
shall be considered nonstandard and shall be excused from the project.
5.Responsibilities of Client during Installation.
(a)Owner-Furnished Data. Client shall provide Core & Main all technical data in Client‘s
possession, including previous reports, maps, surveys, and all other information in Client’s possession that Core & Main
informs Client’s representative is necessary as it relates to Project. Client shall be responsible for identifying the location
of meters. Should Core & Main require assistance in finding the meter location, Client shall locate the meter in a timely
manner.
(b) Access to Facilities and Property. Client shall make its system facilities and properties available
and accessible for inspection by Core & Main and affiliates.
(c) Client Cooperation. Client support will be required during implementation of this Improvement
Measure to obtain access to meter boxes/pits, infrastructure sites and to coordinate utility interruptions. Client will provide
notification in its billing to its customers that Core & Main is performing the designated work and that possible service
interruption may result.
(d) Timely Review. That Client through its designated representatives shall examine all invoices,
and inspect all completed work by Core & Main in a timely manner. In the event that a Client delay results in the lack of a
progress payment disbursement, Core & Main reserves the right to delay further work without penalty until such time as
payments are made. Core & Main further reserves all rights and options available to it under the Master Project
Agreement.
IN WITNESS WHEREOF, the Parties have executed this Installation Contract as of __________________,
20___.
“CORE & MAIN”
CORE & MAIN LP
By: ______________________________
Printed Name: _____________________
Printed Title _______________________
“CLIENT”
TOWN OF VINTON, VIRGINIA
By: ______________________________
Printed Name: _____________________
Printed Title _______________________
{00376390.DOC }E-14
Exhibit A-1
Material Procurement Summary
For Installation Contract
Provider: Core & Main LP (“Core & Main”)
Client: The Town of Vinton, Virginia
This Material Procurement Summary is an Exhibit to and hence part of the Installation Contract contemplated by the
Master Project Agreement (the “Master Agreement”), and it includes all Project Materials and Supplies to be used in
connection with the Work contemplated by the Installation Contract and the Master Agreement, as the same will be
identified specifically in future invoices generated by Core & Main and attached to each Acceptance Certificate (Exhibit A-
2)contained in the Installation Contract. A summary of the Project Materials and Supplies required for the Project is as
follows:
Work Description and Pricing
Dave Miller
(540)520-3737 cell
2820 Mary Linda Ave
Roanoke, VA 24012
(800)552-6161 Office
(540)342-8000 Office
(540)343-9267 Fax
Product QTY.Unit Cost Total
Fixed Base AMI
Phase I
FlexNet Base Station Collectors
Sensus FlexNet M400 Base Station - 3rd St. Tank 1 $52,000.00 $52,000.00
Sensus FlexNet M400 Base Station - Camney Tank 1 $52,000.00 $52,000.00
Project Management 1 $15,000.00 $15,000.00
Trimble Nomad 1050LE Handheld - If Necessary 1 $3,500.00 $3,500.00
Sensus Hosted Analytics Software
Sensus Analytics Software Water - Annual 1 $18,913.00 $18,913.00
Analytics Setup and Configuration - One Time 1 $12,457.00 $12,457.00
Analytics Training 1 $6,800.00 $6,800.00
CIS to SA Data Integration 1 $1,850.00 $1,850.00
Water Meters
5/8" Sensus iPERL Water Meter 215 $108.00 $23,220.00
3/4" Sensus iPERL Water Meter - 9" LL 77 $135.00 $10,395.00
1" Sensus iPERL Water Meter 64 $145.00 $9,280.00
1.5" Sensus Omni R2 Meter (Includes 1.25")24 $425.50 $10,212.00
2" Sensus Omni R2 Meter 29 $600.25 $17,407.25
3" Sensus Omni T2 Meter 4 $1,289.76 $5,159.04
4" Sensus Omni T2 Meter 5 $2,240.13 $11,200.65
Radio Transmitters
Sensus 520M Single Port Transmitter 418 $112.00 $46,816.00
Water Meter Installation
5/8" - 3/4"Meter Installation 292 $53.50 $15,622.00
1" Meter Installation 64 $65.85 $4,214.40
1.5" Meter Installation 24 $365.85 $8,780.40
Dave Miller (540)520-3737 cell
Quotation
Date: 8-31-20
Customer: Town of Vinton
Contact: Brandon Gann
Dave Miller
(540)520-3737 cell
3" Meter Installation 4 $731.71 $2,926.84
4" Meter Installation 5 $975.61 $4,878.05
Mobilization 1 $5,400.00 $5,400.00
Project Portal Integration to CIS 1 $1,500.00 $1,500.00
Meter Box Lids
A32-C32 Type Meter Box Lid 418 $19.25 $8,046.50
2" Hole Cut in Lid 1 $9.75 $9.75
Total $361,734.08
Phase II
Sensus M400 Extended Warranty 2 $1,609.38 $3,218.76
Sensus Hosted Software
Analytics Training 1 $6,800.00 $6,800.00
Sensus Analytics Customer Portal - First 1,500 Users 1 $6,250.00 $6,250.00
Annual Fee
Each Additional User over 1,500 - Annual Fee 1 $2.40 $2.40
*If Applicable
Water Meters
5/8" Sensus iPERL Water Meter 4633 $108.00 $500,364.00
5/8" Sensus Ally Remote Disconnect Water Meter 1 $450.00 $450.00
If Applicable
Radio Transmitters
Sensus 520M Single Port Transmitter 4629 $112.00 $518,448.00
Water Meter Installation
5/8" Meter Installation 4633 $53.50 $247,865.50
Dig and Replace
Materials Storage - Connex 4 $600.00 $2,400.00
Installation Options
Cut 2" Hole in Existing Meter Box Lid 1 $9.75 $9.75
Excessive Digging - per hour 1 $58.50 $58.50
Meter Box Lid Swap - If applicable 1 $6.50 $6.50
Meter Box Lids
A32 Type Meter Box Lid - Replacment If Necessary 1 $19.25 $19.25
C32 Type Meter Box Lid - Replacement If Necessary 1 $19.25 $19.25
Roanoke Foundry Style Meter Box Lid - Replacement 1 $26.00 $26.00
If Necessary
Dave Miller
(540)520-3737 cell
Necessarty
$1,285,949.91
2 - M400 Base Stations will provide 100% coverage less meters that did not geo code (please see attached list) with 98.5% Read Rate
Notes:
Pricing is for Fixed Base system only. Pricing does not include auto read and billing.
Customer shall be responsible for unobstructed access to all base station or Remote sites suitable for heavy
equipment such as backhoes, cement trucks, drilling equipment etc. Rock excavation $1,200 per cubic yard.
Annual Hosted fees are billed in advance
3% escalation fee per year beginning in year 2
If Sensus is required to perform custom sotware integration work, additional fees may apply.
Sensus Anaylytics Software
Materials Storage - Connex - Connex box is to be located on Town of Vinton of Property
Proficiency for 96 hour period. Please see electronic copy for full details
Please see attached file - Sensus BTS Meter Counts for Non - Geocoded Meters
station, backhaul communications and sufficient electrical service and make any and all electrical connections.
M400 Base Station Price does not include Backhaul Communications, backhaul is the responsibility of Town of Vinton
The antenna heights to build the Propagation Study Version were provided by the Town of Vinton
Propagation Study 9429
TERMS AND CONDITIONS OF SALE (“Terms”)
1.All references in this document to “Seller” shall include Core & Main LP and / or any parent, subsidiary or affiliate of Core & Main LP (including any division of the foregoing)
whether or not performing any or all of the scope hereunder or specifically identified herein. All references to “Buyer” shall include all parent(s), subsidiaries and affiliates of
the entity placing the order. Buyer and Seller may be referred to individually as a “Party” and collectively as “Parties”.
2.All sales to Buyer are subject to these Terms, which shall prevail over any inconsistent terms of Buyer’s purchase order or other documents. Additional or different terms
and conditions in any way altering or modifying these Terms are expressly objected to and shall not be binding upon Seller unless specifically accepted in writing by Seller’s
authorized representative. No modification or alteration of these Terms shall result by Seller’s shipment of goods following receipt of Buyer’s purchase order, or other
documents containing additional, conflicting or inconsistent terms. There are no terms, conditions, understandings, or agreements other than those stated herein, and all prior
proposals and negotiations are merged herein. These Terms are binding on the Parties, their successors, and permitted assigns.
3. Prices on Seller website, catalogs or in Seller quotes are subject to change without notice, and all such prices expire and become invalid if not accepted within 10 calendar
days from the date of issue, unless otherwise noted by Seller in writing. Price extensions if made are for Buyer’s convenience only, and they, as well as any mathematical,
stenographic or clerical errors, are not binding on Seller. Prices shown do not include any sales, excise, or other governmental tax or charge payable by Seller to any federal,
state or local authority. Any taxes now or hereafter imposed upon sales or shipments will be added to the purchase price, and Buyer shall reimburse Seller for any such tax or
provide Seller with an acceptable tax exemption certificate. All prices and other terms provided to Buyer shall be kept confidential except to the extent a Party is required by
law to disclose the same.
4. Seller shall not be liable for delay or default in delivery resulting from any cause beyond Seller’s reasonable control, including, but not limited to, governmental action,
strikes or other labor troubles, fire, damage or destruction of goods, wars (declared or undeclared), acts of terrorism, manufacturers’ shortages, availability or timeliness of
transportation, materials, fuels, or supplies, and acts of God (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event: (a) the time for Seller’s
performance shall be extended reasonably and the Parties shall adjust all affected dates accordingly; (b) the purchase price shall be adjusted for any increased costs to Seller
resulting from such Force Majeure Event; and (c) Buyer shall not be entitled to any other remedy.
5.Seller is a reseller of goods only, and as such does not provide any warranty for the goods it supplies hereunder. Notwithstanding this As-Is limitation, Seller shall pass
through to Buyer any transferable manufacturer’s standard warranties with respect to goods purchased hereunder. BUYER AND PERSONS CLAIMING THROUGH BUYER
SHALL SEEK RECOURSE EXCLUSIVELY FROM MANUFACTURERS IN CONNECTION WITH ANY DEFECTS IN OR FAILURES OF GOODS, AND THIS SHALL BE THE
EXCLUSIVE RECOURSE OF BUYER AND PERSONS CLAIMING THROUGH BUYER FOR DEFECTIVE GOODS, WHETHER THE CLAIM OF BUYER OR THE PERSON
CLAIMING THROUGH BUYER SHALL SOUND IN CONTRACT, TORT, STRICT LIABILITY, PURSUANT TO STATUTE, OR FOR NEGLIGENCE. BUYER SHALL PASS
THESE TERMS TO SUBSEQUENT BUYERS AND USERS OF GOODS. SELLER EXCLUDES AND DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES,
INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SELLER ASSUMES NO
RESPONSIBILITY WHATSOEVER FOR SELLER’S INTERPRETATION OF PLANS OR SPECIFICATIONS PROVIDED BY BUYER, AND BUYER’S ACCEPTANCE AND
USE OF GOODS SUPPLIED HEREUNDER SHALL BE PREMISED ON FINAL APPROVAL BY BUYER OR BY BUYER’S RELIANCE ON ARCHITECTS, ENGINEERS, OR
OTHER THIRD PARTIES RATHER THAN ON SELLER’S INTERPRETATION. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT, WHETHER IN
CONTRACT, WARRANTY, INDEMNITY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING DIRECTLY OR
INDIRECTLY OUT OF THE PERFORMANCE OR BREACH OF THESE TERMS, SHALL SELLER BE LIABLE FOR (a) ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL,
CONSEQUENTIAL OR SIMILAR DAMAGES SUCH AS LOSS OF USE, LOST PROFITS, ATTORNEYS’ FEES OR DELAY DAMAGES, EVEN IF SUCH DAMAGES WERE
FORESEEABLE OR CAUSED BY SELLER’S BREACH OF THIS AGREEMENT, (b) ANY CLAIM THAT PROPERLY IS A CLAIM AGAINST THE MANUFACTURER, OR (c)
ANY AMOUNT EXCEEDING THE AMOUNT PAID TO SELLER FOR GOODS FURNISHED TO BUYER WHICH ARE THE SUBJECT OF SUCH CLAIM(S). ALL CLAIMS
MUST BE BROUGHT WITHIN ONE YEAR OF ACCRUAL OF A CAUSE OF ACTION.
6. Buyer shall indemnify, defend, and hold Seller its officers, directors, employees and agents harmless from any and all costs (including attorneys’ and accountants’ fees and
expenses), liabilities and damages resulting from or related to any third party (including Buyer’s employees) claim, complaint and/or judgment arising from Buyer’s use of any
goods furnished hereunder, as well as any negligent, intentional, or tortious act or omission of Buyer or any material breach by Buyer of these Terms.
7. When goods are delivered to Buyer in Seller’s own vehicles, the F.O.B. point shall be Buyer’s designated delivery site. In all other cases the F.O.B. point shall be Seller’s
store or warehouse and all responsibility and costs of shipping and delivery beyond the applicable F.O.B. point shall be borne by Buyer. Title and risk of loss shall pass to
Buyer at the applicable F.O.B. point, which for goods not delivered in Seller’s own vehicles shall be when Seller delivers the goods to the common carrier. All claims for
shortage of goods or for loss or damage to goods as to which Seller has the risk of loss shall be waived unless Buyer, within 10 calendar days after receipt of the short or
damaged shipment, gives Seller written notice fully describing the alleged shortage or damage. Partial shipments are permitted at Seller’s discretion.
8.Any change in product specifications, quantities, destinations, shipping schedules, or any other aspect of the scope of goods must be agreed to in writing by Seller, and
may result in a price and delivery adjustment by Seller. No credit for goods returned by Buyer shall be given without Seller’s written authorization. All returns are subject to a
restocking charge.
9.Unless otherwise agreed in writing, payment terms are net 30 days from delivery, payable in United States of America (“U.S.”) dollars. Notwithstanding the foregoing, all
orders are subject to Seller’s continuing approval of Buyer’s credit. If Buyer’s credit is not approved or becomes unsatisfactory to Seller then Seller, in its sole discretion, may
suspend or cancel performance, or require different payment terms, including but not limited to cash on delivery or in advance of shipment. In addition, Seller may in its
discretion require an advance deposit of up to 100% of Seller’s selling price for any specially manufactured goods ordered by Buyer hereunder. Payments due hereunder shall
be made in the form of cash, check, or money order, or other tender approved in writing by Seller. Seller may, in its sole discretion, apply Buyer’s payment against any open
charges. Past due accounts bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, continuing after Seller obtains judgment against
Buyer. Seller may exercise setoff or recoupment to apply to or satisfy Buyer’s outstanding debt. Buyer shall have no right of setoff hereunder, the same being expressly
waived hereby. Seller expressly reserves its right to file liens if payment is not received for its materials and expressly disclaims any waiver of lien rights language which may
be contained in any future agreements between the Parties hereto. Seller reserves all rights to invoice and be paid for materials provided to Buyer and any terms contained in
any of Buyer’s purchase orders or other documents that purport to limit in any way the time or manner within which Seller may invoice are hereby waived by Buyer.
10.Buyer shall not export or re-export, directly or indirectly, all or any part of the goods or related technology obtained from Seller under these Terms except in accordance
with applicable export laws and regulations of the U.S. Further, a Buyer that is a non-U.S. company or citizen shall similarly limit any export or re-export activity to that which
would be deemed compliant with U.S. export laws and regulations if performed by a U.S. company or citizen.
11.Buyer shall pay Seller all costs and expenses of collection, suit, or other legal action brought as a result of the commercial relationship between them, including, but not
limited to, all actual attorneys’ and paralegals’ fees, and collection costs, incurred pre-suit, through trial, on appeal, and in any administrative or bankruptcy proceedings. Any
cause of action that Seller has against Buyer may be assigned without Buyer’s consent to Core & Main LP or to any affiliate, parent or subsidiary of Core & Main LP
12.This Agreement, Buyer’s account, and the business relationship between Buyer and Seller shall be governed by and construed in accordance with the laws of the state
where the applicable project is located without regard to conflicts of laws rules, and specifically excluding the UN Convention on Contracts for the International Sale of Goods.
The Parties agree that any legal action arising under or related to this Agreement may be brought in the applicable federal or state court where the project is located, and any
right to object to such venue or to assert the inconvenience of such forum is hereby waived.
13. If Buyer fails to comply with these Terms, Seller may terminate or restrict any order immediately upon notice to Buyer. Buyer certifies that it is solvent and that it will advise
Seller immediately if it becomes insolvent. Buyer agrees to send Seller written notice of any changes in the form of ownership of Buyer’s business within 5 days of such
changes. Buyer and Seller are the only intended beneficiaries of this document, and there are no third party beneficiaries.
14.The invalidity or unenforceability of all or part of these Terms will not affect the validity or enforceability of the other terms. The parties agree to replace any void or
unenforceable term with a new term that achieves substantially the same practical and economic effect and is valid and enforceable.
15.The following provisions shall survive termination, cancellation and completed performance of this Agreement as long as necessary to allow the aggrieved party to fully
enforce such clauses: 5, 6, 9, 10, 11 and 12.
Core & Main LP Terms and Conditions of Sale - Rev 082917
{00376390.DOC }E-15
Exhibit A-2
Acceptance Certificate
Client under the Master Project Agreement (the “Master Agreement”) with Core & Main LP hereby certifies:
This Acceptance Certificate is a Partial/Final (Circle one) Acceptance Certificate delivered under the Procurement,
Installation, and Management Contract (the “Installation Contract”) to which it is attached.
1.The Project Materials and Supplies listed on the attached invoice (or in the event of a final Acceptance
Certificate all Project Materials and Supplies provided under the Installation Contract and the Master Agreement), have
been delivered to Client.
2.Client has conducted such inspection and/or testing of the Project Materials and Supplies as it deems
necessary and appropriate and hereby acknowledges that it accepts the Project Materials and Supplies for all purposes on
the date indicated below. The Project Materials and Supplies have been examined and/or tested and are in good operating
order and condition and is in all respects satisfactory to the undersigned and complies with the terms of the Installation
Contract, subject, however, to the warranty provided in Section 10 of the Master Agreement.
3.Based on and the acceptance set forth herein, Client agrees that the Manufacturer’s Warranty Period on
all water equipment shall be deemed to have begun on the date when the manufacturer shipped such equipment and that the
Manufacturer’s Warranty Period shall end in accordance to the referenced warranties in Appendix D, Exhibit D-1.
4.Client has examined all Work and Services performed by Core & Main and covered by the related invoice
or draw requests and finds such Work and Services to have been performed in a workmanlike manner and in accordance
with all applicable specifications. Client therefore accepts such Work and Services. Based on the acceptance set forth
herein, Client agrees that the Warranty Period for the Work and Services shall end on _____________, 20__ (i.e. one year
from the date of shipment).
5.The following is a punch list of items left to be completed for current phase or final phase (Circle one) of
the Project:
Agreed to and Accepted as of __________, 20__ by:
“CLIENT”
TOWN OF VINTON, VIRGINIA
By: ______________________________
Printed Name: _____________________
Printed Title _______________________
{00376390.DOC }E-16
Exhibit A-3
Sensus Advanced Metering Infrastructure (AMI) Agreement
{00376390.DOC }E-17
Exhibit A-4
Statement of Work
(Sale through VAR)
This document is designed to assist the Client with the planning the installation of a Sensus AMI System. For illustrative
purposes, an architectural diagram is provided below that depicts equipment to be installed at the BASESTATION site and
the Client site which will typically house the RNI. In addition, the following pages provide details pertaining to
responsibilities of Core & Main LP and Client during the planning, installation and commissioning of the FlexNet AMI
System.
Diagram 1 – FlexNet AMI Diagram
{00376390.DOC }E-18
General Responsibilities:
Core & Main will:
1.Provide a project manager to coordinate all FlexNet installation activities with the Client and be the main contact
point between the Client and Sensus during the infrastructure and SmartPoint Module deployment phase. The
project manager will coordinate training activities and all installation activities with Sensus field engineers and
contract installation crews hired by Client.
2. Provide Client a Sensus certified propagation study that determines the locations best suited for installation of the
BASESTATION’s and to ensure proper communications with end point transmitters and the RNI.
3.Work with Sensus to commission the RNI hardware and software remotely.
4.Work with Sensus to obtain final network acceptance and approval to install endpoint devices
5.Schedule training familiarization / operators training for head end software to Client identified personnel at the
Client’s location.
6.Hire a qualified installation contractor to install the antennae and cable that runs between the basestation and the
antenna.
7.Hire a qualified installation contractor to install the BASESTATION equipment and run all data and power cables
between the power supply and the BASESTATION.
8.Be responsible for the installation of Meters and SmartPoint modules.
Client will:
1. Provide a key point of contact, contact information, for project management activities to work with the Core &
Main project manager to help facilitate a timely installation of the FlexNet system.
2.Perform all site preparation work for the RNI and BASESTATIONs.
3.Be responsible for monthly and annual fees associated with the network access for all sites where network access
is needed.
4.Be responsible to provide communications link between the Regional Network Interface (RNI) and
BASESTATION.
5.Purchase any routers, hubs, mounting equipment, uninterruptible power supply and/or security equipment needed
to connect the RNI to the Client’s internal network.
RNI Responsibilities:
The RNI will be a SAAS model that will be stored at one of Sensus secure data sites.
Core & Main will:
1.Supply the RNI hardware and data management software necessary to operate on the RNI hardware.
2.Work with Sensus to obtain final configuration of all software and RNI hardware for operation with the FlexNet
network.
3.Work with Sensus to Test, and verify proper network connectivity to access the BASESTATION.
4.Work with Client CIS vendor for integration of MDMS to CIS.
5.Provide RNI training.
Client will:
1.Be responsible for fees associated with acquiring and maintaining the static IP addresses needed to access network
equipment located at the BASESTATION site.
{00376390.DOC }E-19
2.Provide the necessary static IP addresses for the FlexNet system components.
3.Be responsible to secure a suitable contractor to connect the data management software to the billing system to
allow for data to be imported for billing purposes.
4.Provide remote network access to the FlexNet BASESTATION network to Sensus. This provides Sensus
Technical Services personnel the ability to perform ongoing system support and troubleshooting.
Infrastructure Site Responsibilities
BASESTATION:
Core & Main will:
1.Instruct Client concerning infrastructure site preparation work, and verify work is done correctly.
2.Coordinate the installation and commissioning of FlexNet Infrastructure for proper operation.
3.Hire a competent contractor to install the antenna and related components.
4.Provide the necessary antennas, mounts, cable and other antenna components for the BASESTATIONS.
5.Not be held responsible for damage to any interior/exterior coatings on water tanks that result from welding
of antenna mounts to tanks. Parties will agree to a scope of work prior to installation.
Client will:
1.Purchase the required number of BASESTATIONs.
2.Be responsible to provide an area at the BASESTATION site for installation if the BASESTATION is installed at
a Client provided site.
3.Be responsible to provide a 120 VAC power source to the BASESTATION. All necessary electric requirements
which will include 120 VAC Non GFI receptacles to be at the final location of the BASESTATION installation. If
trenching of the power line is needed, the Client will be responsible to provide the necessary trenching, conduit,
and cabling needed to supply power from the power source outlet to the base station cabinet. All electrical
equipment will be installed in accordance with local codes.
4.Hire a certified electrician to connect all power to the BASESTATION.
5.Be responsible to provide network access at the site where the BASESTATION is located. Client should consult
with Core & Main about the available options for network connections between BASESTATION and RNI.
6.Be responsible to provide any conduit and/or trenching required to provide cabling requirements from the tower
site to the BASESTATION installation.
7.Be responsible to provide CAT 5 UV and weather resistant network cable from the network service provider
access link to the cabinet.
8.Be responsible to provide any conduit or trenching needed to run the data cable to the BASESTATION. Client is
responsible to assure that data cable is located to final location of the BASESTATION.
9.Be responsible to provide security at BASESTATION location.
10.Be responsible to provide sufficient foundation to secure the outdoor cabinet should an outdoor cabinet be required
to house the BASESTATION. This foundation will consist of a concrete pad or steel structure that is designed to
hold 600 lbs per square inch.
11.Be responsible to provide 240 VAC of power to the BASESTATION unit should an outdoor cabinet be required.
Receptacles to be located within 1foot of the final location of the BASESTATION installation. If trenching of the
power line is needed, the Client will be responsible to provide the necessary trenching, conduit, and cabling
needed to supply power from the power source outlet to the base station cabinet. All electrical equipment will be
installed in accordance with local codes. 1
12.Be responsible for installing grounding material at the location of the BASESTATION installation. At a minimum,
the material should consist of # 4 or #2 stranded copper wire which will connect to the BASESTATION.
{00376390.DOC }E-20
13.Be responsible for proper ground field at the BASESTATION site.
14.Be responsible for getting access/permission to any structure that is not owned by the Client.
15.Prepare the site for the BASESTATION by completing the below tasks:
a.Site must have a network connection available for the BASESTATION to communicate with RNI. The
Ethernet connector on the BASESTATION unit is an RJ-45 type, 10/100 auto signaling rate. Minimum
WAN bandwidth requirements are 128 kbps with a redundant path. Any network equipment to interface
the BASESTATION such as Juniper router / firewall, switches, etc. will be Client provided.
b.Client will supply connectivity information to Sensus (IP address, default gateway, sub-net mask, etc.)
c.Provide suitable antenna mounting structure such as a tower, mono-pole, or building that is capable of
supporting the weight of the antenna, cable, mounting hardware and wind loading.
d.Indoor site should have adequate room for the rack facilitating opening of both front and rear doors, and
an available 120V grounded outlet within 10 feet.
e.Outdoor site installation single phase 240 VAC 30 amp circuit from Meter bank to disconnect panel on
BASESTATION
f.Outdoor site shall have installation of BASESTATION concrete support pad or suitable steel support
structure with a minimum loading capacity of 600lb. Sq.ft.
g.Indoor site should have adequate environmental control/ventilation. Recommended environmental ranges
are shown in Appendix A of the Tower Gateway Base Station Installation Manual. Although the unit is
capable of operation in extreme temperatures, maintaining a moderate and constant temperature
environment will promote trouble-free service and long life.
h.Site must have all RF, and power connections properly surge arrested to prevent damage in the event of a
major lightning strike. A Halo type building ground installation with a tie available to connect to the rack
ground bar is recommended
Echo Transceiver / Remote Transceiver Responsibilities
Core & Main will:
1. Provide mounting brackets for installation.
2.Identify the optimum location to install the Echo Transceiver/Remote Transceiver and communicate those
locations to Customer.
3. Echo Transceiver/Remote Transceiver locations will be identified only after sufficient FlexNet Base Stations and
endpoints have been installed and it is apparent that additional infrastructure in the form of Echo
Transceivers/Remote Transceivers is required to optimize system performance.
4. Install the Echo Transceiver/Remote Transc eiver units and ancillary equipment necessary to a
structure.
Customer w ill:
1.Provide a 120 VAC power source and cable run, in compliance with local code, to the point where each Echo
Transceiver/Remote Transceiver will be installed to supply all necessary power requirements. These boxes
can be installed on top of poles, buildings, etc. For such cable runs, 18 AWG UV and weather resistant power
cable for runs less than 470 ft. and 16 AW G for runs less than 750 ft. are needed.
3.Initiate, coordinate and acquire authorization for installation crews to climb poles, buildings and other
structures necessary to safely affix cable runs as needed for the installation of the Echo Transceivers/Remote
Transceivers.
4.Provide adequate electricity to the Echo Transceiver/Remote Transceiver locations and be responsible for
any and all recurring electricity charges for Echo Transceiver/Remote Transceiver operations.
5.Be responsible for on-going maintenance and support of the equipment after installation.
{00376390.DOC }E-21
SmartPoint Module Installation Responsibilities
Core & Main will:
1.Install or hire a qualified installation contractor to install all Endpoints to be used in the AMI System.
2.Be responsible for quality assurance for their personnel and/or an installation contractor as it relates to proper
installation of Endpoints, and integration of project portal to Client CIS.
3.Visit and troubleshoot Endpoints that are not reporting into the system. Investigate any non-reporting
Endpoints to ensure that there are no cut wires, improper installations, improper programming and resolve all
data entry errors in the system.
4.Assign an internal and/or installation contractor auditor to ensure installation work is correct. Core & Main
will engage Sensus to train this individual to properly identify and correct any known problems in the field.
This individual will be the primary contact to troubleshoot, identify and correct non reporting Endpoints and
installation errors.
5.Once the installer has completed troubleshooting of installation issues, Core & Main will engage Sensus to
investigate the remaining Endpoints to identify and fix any coverage issues.
6.Coordinate with Sensus to establish the Endpoints installation schedule, shipment quantities, and overall
project timeline.
7.Additional work may be required based on site evaluations. Compensation will be adjusted accordingly by
Change Order.
Client will:
1.Purchase Endpoints. “Endpoint”, in this Exhibit only, means a Sensus meter or a Sensus SmartPoint Module
installed on a third party meter.
Miscellaneous Responsibilities
Client will:
1.Be responsible for the payment of any taxes, renewal, regulatory or license fees associated with the network
hardware and software.
2.Be responsible for applying for and purchasing any needed work permits.
{00376390.DOC }E-22
Appendix B
Service Contract
Reserved
{00376390.DOC }E-23
APPENDIX C
CONCERNING A FINANCING CONTRACT
(Reserved)
{00376390.DOC }E-24
Appendix D
WARRANTY
The warranties on meters and equipment included in Project Materials and Supplies, and on Work, and Services
shall be as follows:
1.Project Materials and Supplies.
(a) General. Meters and equipment included in Project Materials and Supplies that Client purchases
from Core & Main are warranted by the manufacturer to be free from Manufacturers’ Defects for the period specified in the
manufacturer’s warranty. A copy of the present warranty of each manufacturer that will supply meters and equipment as
part of the Project Materials and Supplies is attached hereto as Exhibit D-1. The term of such manufacturer’s warranty
shall be as set forth in such attached warranty (as the same may be changed from time to time during the course of the
performance of the Master Agreement, but with changes to apply only to purchases of meters and equipment occurring after
the change becomes effective), but generally the start date for meter and equipment warranties is the date of the
manufacturer’s shipment of such meters and equipment as noted in the applicable Acceptance Certificate attached to this
Agreement as Exhibit A-2 (“Manufacturer’s Warranty Period”). PROJECT MATERIALS AND SUPPLIES OTHER
THAN METERS AND EQUIPMENT ARE NOT WARRANTED. CORE & MAIN DOES NOT PROVIDE ANY
SEPARATE WARRANTY FOR PROJECT MATERIALS AND SUPPLIES.
(b) Core & Main’s Responsibility. Upon any breach of the manufacturer’s warranty on a meter or
equipment noticed to Core & Main during the applicable Manufacturer’s Warranty Period, Core & Main’s sole
responsibility shall be to cooperate with Client in arranging for the manufacturer to repair or replace any defective meter or
equipment.
2.Installation Work and Services.
(a) General. Core & Main warrants that all installation Work and Services provided by Core &
Main shall be performed by Core & Main in a workmanlike manner and in compliance with any specifications set forth in
this Agreement, with such warranty to expire one year from the date when such installation Work was performed or such
Services were provided (the “Warranty Period”).
(b) Exclusive Remedy. Upon any breach of Core & Main’s warranty as to installation Work or
Services during the applicable Warranty Period, Core & Main’s sole responsibility shall be to perform any corrective
installation Work or Services necessary to bring Core & Main’s installation Work and Services into compliance with such
requirements.
3.DISCLAIMER OF FURTHER WARRANTIES. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY,
CORE & MAIN DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING ALL IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT,
WHETHER ARISING OUT OF WARRANTY, INDEMNITY, TORT, CONTRACT OR OTHERWISE, SHALL CORE &
MAIN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL
DAMAGES OF ANY KIND.
{00376390.DOC }E-25
Exhibit D-1
Manufacturers’ Warranties
Attached to this Exhibit D-1 are the manufacturers’ warranties for each of the manufacturers of Project Materials.
8601 Six Forks Road, Suite 700
Raleigh, NC 27615
1-800-638-3748
Sensus Limited Warranty G-500 R22
1.General Product Coverage. Unless otherwise provided herein, Sensus USA Inc.
(“Sensus”) warrants its products and parts to be free from defects in material and
workmanship for one (1) year from the date of Sensus shipment and as set forth below.
All products are sold to customer (“Customer”) pursuant to Sensus’ Terms of Sale, avail-
able at: sensus.com/TC (“Terms of Sale”).
2.SR II® and accuSTREAM™ 5/8”, 3/4” & 1” Meters are warranted to perform to
AWWA New Meter Accuracy Standards for five (5) years from the date of Sensus
shipment or until the registration shown below, whichever occurs first. Sensus further
warrants that the SR II and accuSTREAM meters will perform to at least AWWA
Repaired Meter Accuracy Standards for fifteen (15) years from the date of Sensus
shipment or until the registration shown below, whichever occurs first:
New Meter Accuracy Repair Meter Accuracy
5/8” SR II Meter and
accuSTREAM Meter 500,000 gallons 1,500,000 gallons
3/4” SR II Meter and
accuSTREAM Meter 750,000 gallons 2,250,000 gallons
1” SR II Meter and
accuSTREAM Meter 1,000,000 gallons 3,000,000 gallons
3. ally® Meters that register water flow are warranted to perform to the accuracy level
set forth in the ally Data Sheet available at sensus.com/ally/datasheet for fifteen (15)
years from the Date of Installation, but no longer than sixteen (16) years from date of
manufacture, not including the meter’s sensors, valve, and gear motor, which are
warranted under different terms described below. As used herein, “Date of Installation”
means the date after which the ally Meter has been out of empty pipe for seven (7)
consecutive days, as those days are measured by the ally Meter and stored in the
meter’s nonvolatile memory.
4.iPERL® Meters that register water flow are warranted to perform to the accuracy
levels set forth in the iPERL Data Sheet available at sensus.com/iperl/datasheet or by
request from 1-800-METER-IT, for twenty (20) years from the date of Sensus shipment.
The iPERL System Component warranty does not include the external housing.
5. Maincase of the SR II in both standard and low lead alloy meters are warranted to be
free from defects in material and workmanship for twenty-five (25) years from the date
of Sensus shipment. Composite and E-coated maincases will be free from defects in
material and workmanship for fifteen (15) years from the date of Sensus shipment.
6. Sensus OMNI™ Meters and Propeller Meters are warranted to perform to AWWA
New Meter Accuracy Standards for one (1) year from the date of Sensus shipment.
7.Sensus accuMAG™ Meters are warranted to be free from defects in material and
workmanship, under normal use and service, for 18 months from the date of Sensus
shipment or 12 months from startup, whichever occurs first.
8.Sensus Registers are warranted to be free from defects in material and
workmanship from the date of Sensus shipment for the periods stated below or until the
applicable registration for AWWA Repaired Meter Accuracy Standards, as set forth
above, are surpassed, whichever occurs first:
5/8” thru 2” SR II, accuSTREAM Standard Registers 25 years
5/8” thru 2” SR II, accuSTREAM Encoder Registers 10 years
All HSPU, IMP Contactor, R.E.R. Elec. ROFI 1 year
Standard and Encoder Registers for Propeller Meters 1 year
OMNI Register with Battery 10 years
9. Sensus Electric and Gas Meters are warranted pursuant to the General Limited
Warranty available at sensus.com/TC.
10. Batteries, iPERL System Components, AMR and FlexNet® Communication
Network AMI Interface Devices are warranted to be free from defects in material and
workmanship from the date of Sensus shipment for the period stated below:
Electronic TouchPad 10 years
Act-Pak® Remote Monitoring Instruments 1 year
Gas SmartPoint® Modules and Batteries 20 years1
6500 series Hand-Held Device 2 years
Vehicle Gateway Base Station (VGB) and other AMR Equipment 1 year
FlexNet Base Station (including the R100NA and M400 products) 1 year
iPERL System Battery and iPERL System Components 20 years2
Sensus® Electronic Register+™ 20 years1
Sensus® Smart Gateway Sensor Interface 1 year
SmartPoint® 510M/520M Modules and Batteries 20 years2
Footnote 1: Sensus will repair or replace non-performing:
•Gas SmartPoint Modules (configured to the factory setting of six transmissions per
day under normal system operation of up to one demand read to each SmartPoint
Module per month and up to five firmware downloads during the life of the product)
and batteries;
•Sensus Electronic Register+ with hourly reads
for the first ten (10) years from the date of Sensus shipment, and for the remaining ten
(10) years, at a prorated percentage, applied towards the published list prices in effect
for the year product is accepted by Sensus under warranty conditions according to the
following schedule:
Years Replacement Price Years Replacement Price
1 – 10 0% 16 55%
11 30% 17 60%
12 35% 18 65%
13 40% 19 70%
14 45% 20 75%
15 50% >20 100%
Footnote 2: Sensus will repair or replace non-performing:
•iPERL System Batteries, and/or the iPERL System flowtube, the flow sensing
and data processing assemblies, and the register (“iPERL System
Components”) with hourly reads
•SmartPoint 510M/520M Modules (configured to the factory setting of six
transmissions per day under normal system operation of up to one demand
read to each SmartPoint Module per month and up to five firmware
downloads during the life of the product) and batteries, unless the SmartPoint
510M/520M Module is ever paired with an ally Meter, which event
immediately amends the warranty terms to those described in Section 11;
at no cost for the first fifteen (15) years from the date of Sensus shipment, and for the
remaining five (5) years at a prorated percentage, applied towards the published list price in
effect for the year the product is accepted by Sensus under the warranty conditions
according to the following schedule:
Years Replacement Price
1 – 15 0%
16 30%
17 40%
18 50%
19 60%
20 70%
>20 100%
11. ally® Meter Batteries and Components, including SmartPoint 510M/520M Modules
are warranted to be free from defects in material and workmanship from the Date of
Installation, as defined in Section 3, for the period stated below:
Batteries 15 years3
Sensors 5 years
Valve & Gear Motor 5 years4
SmartPoint 510M/520M Modules and Batteries in service w/ally 15 years3
Footnote 3: If applicable, any SmartPoint 510M/520M Modules ever paired with an ally
Meter are warranted with the following limitations:
o When configured to the default installation setting of six transmissions of
metrology and pressure per day and one update of temperature per day, the
SmartPoint is warranted to perform up to five (5) firmware upgrades for the
SmartPoint Module and up to five (5) firmware upgrades for the ally Meter;
o 2500 Operational Commands, where “Operational Commands” include on
demand reads (such as consumption, pressure, temperature), an ally valve
command, or a configuration command; and
o 15 Diagnostic Commands, which includes two-way communications tests and
installations
for the first ten (10) years from Date of Installation at no cost. For the remaining five (5)
years, Customer will pay the reduced Replacement Price of the then-current list price in
effect at the time the product is accepted for return in accordance with the following
schedule:
Years Replacement Price Years Replacement Price
1 – 10 0% 14 65%
11 35% 15 75%
12 45% >15 100%
13 55%
Footnote 4: Notwithstanding the foregoing, valve and gear motor components of ally Meters
are not warranted beyond two thousand (2000) Valve State Operations, even if the
warranty period provided herein has not yet expired. As used herein, “Valve State
Operations” means adjustments of the Meter to open, close, or reduce flow.
12. iPERL and ally Connectors and Cables are warranted to be free from defects in
materials and workmanship, under normal use and service, for ten (10) years from the date
of Sensus shipment. Nicor or Itron connectors included with a Sensus product are
warranted according to the terms for Third-Party Devices in Section 13.
13. Third-Party Devices are warranted to be free from defects in materials and
workmanship, under normal use and service, for one (1) year from the date of Sensus
shipment. As used in this Sensus Limited Warranty, “Third Party Devices” means any
product, device, or component part used with a Sensus product that is manufactured or
sold by any party that is not Sensus. Failure of a Third Party Device which subsequently
causes failure to a Sensus device shall be the responsibility of the manufacturer of the
Third Party Device.
8601 Six Forks Road, Suite 700
Raleigh, NC 27615
1-800-638-3748
14. Software. Software supplied and/or licensed by Sensus is supported according to
the terms of the applicable software license or usage agreement. Sensus warrants that
any network and monitoring services shall be performed in a professional and
workmanlike manner.
15. Return. Sensus’ obligation, and Customer’s exclusive remedy, under this Sensus
Limited Warranty is, at Sensus’ option, to either (i) repair or replace the product,
provided the Customer (a) returns the product to the location designated by Sensus
within the warranty period; and (b) prepays the freight costs both to and from such
location; or (ii) deliver replacement components to the Customer, provided the Customer
installs, at its cost, such components in or on the product (as instructed by Sensus),
provided, that if Sensus requests, the Customer (a) returns the product to the location
designated by Sensus within the warranty period; and (b) prepays the freight costs both
to and from such location. In all cases, if Customer does not return the product within the
time period designated by Sensus, Sensus will invoice, and Customer will pay within
thirty days of the invoice date, for the cost of the replacement product and/or
components.
The return of products for warranty claims must follow Sensus’ Returned Materials
Authorization (RMA) procedures. Water meter returns must include documentation of
the Customer’s test results. Test results must be obtained according to AWWA
standards and must specify the meter serial number. The test results will not be valid if
the meter is found to contain foreign materials. If Customer chooses not to test a
Sensus water meter prior to returning it to Sensus, Sensus will repair or replace the
meter, at Sensus’ option, after the meter has been tested by Sensus. The Customer will
be charged Sensus’ then current testing fee. All product must be returned in accordance
with the RMA process. For all returns, Sensus reserves the right to request meter read-
ing records by serial number to validate warranty claims.
For products that have become discontinued or obsolete (“Obsolete Product”), Sensus
may, at its discretion, replace such Obsolete Product with a different product model
(“New Product”), provided that the New Product has substantially similar features as the
Obsolete Product. The New Product shall be warranted as set forth in this Sensus
Limited Warranty.
THIS SECTION 15 SETS FORTH CUSTOMER’S SOLE REMEDY FOR THE FAILURE
OF THE PRODUCTS, SERVICES OR LICENSED SOFTWARE TO CONFORM TO
THEIR RESPECTIVE WARRANTIES.
16. Warranty Exceptions and No Implied Warranties. This Sensus Limited Warranty
does not include costs for removal or installation of products, or costs for replacement
labor or materials, which are the responsibility of the Customer. The warranties in this
Sensus Limited Warranty do not apply to goods that have been: installed improperly or
in non-recommended installations; installed to a socket that is not functional, or is not in
safe operating condition, or is damaged, or is in need of repair; tampered with; modified
or repaired with parts or assemblies not certified in writing by Sensus, including without
limitation, communication parts and assemblies; improperly modified or repaired
(including as a result of modifications required by Sensus); converted; altered; damaged;
read by equipment not approved by Sensus; for water meters, used with substances
other than water, used with non-potable water, or used with water that contains dirt,
debris, deposits, or other impurities; subjected to misuse, improper storage, improper
care, improper maintenance, or improper periodic testing (collectively, “Exceptions.”). If
Sensus identifies any Exceptions during examination, troubleshooting or performing any
type of support on behalf of Customer, then Customer shall pay for and/or reimburse
Sensus for all expenses incurred by Sensus in examining, troubleshooting, performing
support activities, repairing or replacing any Equipment that satisfies any of the
Exceptions defined above. The above warranties do not apply in the event of Force
Majeure, as defined in the Terms of Sale.
THE WARRANTIES SET FORTH IN THIS SENSUS LIMITED WARRANTY ARE THE
ONLY WARRANTIES GIVEN WITH RESPECT TO THE GOODS, SOFTWARE,
SOFTWARE LICENSES AND SERVICES SOLD OR OTHERWISE PROVIDED BY
SENSUS. SENSUS EXPRESSLY DISCLAIMS ANY AND ALL OTHER
REPRESENTATIONS, WARRANTIES, CONDITIONS, EXPRESSED, IMPLIED,
STATUTORY OR OTHERWISE, REGARDING ANY MATTER IN CONNECTION WITH
THIS SENSUS LIMITED WARRANTY OR WITH THE TERMS OF SALE, INCLUDING
WITHOUT LIMITATION, WARRANTIES AS TO FITNESS FOR A PARTICULAR
PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT AND TITLE.
SENSUS ASSUMES NO LIABILITY FOR COSTS OR EXPENSES ASSOCIATED
WITH LOST REVENUE OR WITH THE REMOVAL OR INSTALLATION OF
EQUIPMENT. THE FOREGOING REMEDIES ARE CUSTOMER’S SOLE AND
EXCLUSIVE REMEDIES FOR THE FAILURE OF EQUIPMENT, LICENSED
SOFTWARE OR SOFTWARE SERVICES, AND OTHER SERVICES TO CONFORM
TO THEIR RESPECTIVE WARRANTIES.
17. Limitation of Liability. SENSUS’ AGGREGATE LIABILITY IN ANY AND ALL
CAUSES OF ACTION ARISING UNDER, OUT OF OR IN RELATION TO THIS
AGREEMENT, ITS NEGOTIATION, PERFORMANCE, BREACH OR TERMINATION
(COLLECTIVELY “CAUSES OF ACTION”) SHALL NOT EXCEED THE TOTAL
AMOUNT PAID BY CUSTOMER TO SENSUS UNDER THIS AGREEMENT. THIS IS
SO WHETHER THE CAUSES OF ACTION ARE IN TORT, INCLUDING, WITHOUT
LIMITATION, NEGLIGENCE OR STRICT LIABILITY, IN CONTRACT, UNDER
STATUTE OR OTHERWISE.
AS A SEPARATE AND INDEPENDENT LIMITATION ON LIABILITY, SENSUS’
LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES. SENSUS SHALL NOT BE
LIABLE FOR: (I) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES; NOR (II) ANY REVENUE OR PROFITS LOST BY CUSTOMER OR ITS
AFFILIATES FROM ANY END USER(S), IRRESPECTIVE OF WHETHER SUCH LOST
REVENUE OR PROFITS IS CATEGORIZED AS DIRECT DAMAGES OR OTHERWISE;
NOR (III) ANY IN/OUT COSTS; NOR (IV) MANUAL METER READ COSTS AND
EXPENSES; NOR (V) DAMAGES ARISING FROM MAINCASE OR BOTTOM PLATE
BREAKAGE CAUSED BY FREEZING TERMPERATURES, WATER HAMMER
CONDITIONS, OR EXCESSIVE WATER PRESSURE. “IN/OUT COSTS” MEANS ANY
COSTS AND EXPENSES INCURRED BY CUSTOMER IN TRANSPORTING GOODS
BETWEEN ITS WAREHOUSE AND ITS END USER’S PREMISES AND ANY COSTS AND
EXPENSES INCURRED BY CUSTOMER IN INSTALLING, UNINSTALLING AND
REMOVING GOODS. “END USER” MEANS ANY END USER OF
ELECTRICITY/WATER/GAS THAT PAYS CUSTOMER FOR THE CONSUMPTION OF
ELECTRICITY/WATER/GAS, AS APPLICABLE.
The limitations on liability set forth in this Agreement are fundamental inducements to
Sensus entering into this Agreement. They apply unconditionally and in all respects. They
are to be interpreted broadly so as to give Sensus the maximum protection permitted under
law.
Confidential │Page 1 of 15
Software as a Service and Spectrum Lease Agreement
between
Town of Vinton
(“Customer”)
and
Sensus USA Inc.
(“Sensus”)
IN WITNESS WHEREOF, the parties have caused this Software as a Service and Spectrum Lease (“Agreement”) to be
executed by their duly authorized representatives as of the day and year written below. The date of the last party to sign is the
“Effective Date.”
This Agreement shall commence on the Effective Date and continue for/until: 5 Years (“Initial Term”). At the end of the Initial
Term, this Agreement shall automatically renew for an additional term of 5 years (“Renewal Term”). The “Term” shall refer to
both the Initial Term and the Renewal Term.
This Agreement contains two parts: Part (1) is The FCC Notification for Spectrum Manager Lease, to be filed with the FCC by
Sensus on behalf of the Customer and Part (2) is a Software as a Service and Spectrum Lease between Sensus and Customer.
Together, these two parts create the Agreement.
By: {{Sig_es_:signer3:signature}}
By:
Name: {{Sig_es_:signer3:fullname}}
Name: {{Sig_es_:signer2:fullname}}
Title: {{Sig_es_:signer3:title}}
Title:
Date: {{Dte_es_:signer3:date}}
Date: {{Dte_es_:signer2:date}}
Part 1: Notification for Spectrum Manager Lease
Part 2: Agreement
Exhibit A Software
Exhibit B Technical Support
Confidential │Page 2 of 15
Part 1: Notification for Spectrum Manager Lease
In order for Sensus to apply to the FCC on the Customer’s behalf for a spectrum manager lease, Customer must complete the information below in boxes one (1) through
ten (10) and certify via authorized signature. Customer’s signature will indicate that Customer authorizes Sensus to file the spectrum manager lease notification on FCC
Form 608 with the Customer as spectrum Lessee, and if Customer does not already have one, ownership disclosure information on FCC Form 602.
1.
:
Attention To: Name of Real Party in Interest:
Street Address: City:
State: Zip: Phone:
Fax: Email:
Is Customer contact information same as above? Yes No (If No, complete box 2 below)
2.
Attention To:
Street Address: City:
State: Zip: Phone:
Fax: Email:
3.
ǀ Unincorporated Association ǀ Trust
Government Entity ǀ Corporation ǀ Limited Liability Company ǀ General Partnership
Limited Partnership ǀ Limited Liability Partnership ǀ Consortium ǀ Other __________
FCC File Number of Customer’s Form 602 Ownership Information: __________. If Customer has not filed a Form 602, Sensus will file one for
Customer. Please complete questions 5, 6, and 7 below if Customer does not have a Form 602 on file.
5.
Customer Tax ID:
Please designate one individual (the Director of Public Works or similar person) who is responsible to the FCC for the operation of the FlexNet radio system.
Name
Title:
Email: Phone:
7.
regulated by the FCC. Such ownership must be disclosed where a board member member owns 10% or more, directly or indirectly, or has operating control of any entity subject to FCC regulation. If any answer to Ownership question is Yes, or any answer to Citizenship question is No,
US Citizen? Ownership Disclosure?
Board President: Yes No Yes No
Yes No Yes No
Yes No Yes No
Yes No Yes No
Yes No Yes No
Confidential │Page 3 of 15
Yes No Yes No
Yes No Yes No
Yes No Yes No
Yes No Yes No
Yes No Yes No
8. Alien Ownership Questions (if the answer is Yes, provide an attachment explaining the circumstances)
9. Basic Qualification Information
revoked or had any application for an initial, modification or renewal of FCC station authorization, license or construction Yes No
Yes No
unlawfully monopolizing or attempting to unlawfully monopolize radio communication, directly or indirectly, through control
of manufacture or sale of radio apparatus, exclusive traffic arrangement, or any other means or unfair methods of Yes No
10.
Customer/Lessee Certification Statements
other applicable law at all times, and if the Customer/Lessee fails to so comply, the Lease may be revoked, cancelled, or Yes
Federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C § 862, because of a conviction for
possession or distribution of a controlled substance (See Section 1.2002(b) of the rules, 47 CFR § 1.2002(b), for the “”
Yes
authorization. The Lessee acknowledges that it must cooperate fully with any investigation or inquiry conducted either by
the Commission or the Licensee, allow the Commission or the Licensee to conduct on-site inspections of transmission
facilities, and suspend operations at the direction of the Commission or the Licensee and to the extent that such
Yes
spectrum leasing arrangement that is the subject of this filing is revoked, cancelled, terminated, or otherwise ceases to be
in effect, the Customer/Lessee will have no continuing authority to use the leased spectrum and will be required to
terminate its operations no later than the date on which the Licensee ceases to have any authority to operate under the
Yes
Yes
against the regulatory power of the United States because of the previous use of the same, whether by spectrum lease or Yes
Yes
The Customer/Lessee certifies that all of its statements made in this Application/Notification and in the schedules, exhibits, attachments, or te, correct, and made in good faith.
By: {{Sig_es_:signer1:signature}} Title: {{Sig_es_:signer1:title}}
Name: {{Sig_es_:signer1:fullname}} Date: {{Dte_es_:signer1:date}}
FAILURE TO SIGN THIS APPLICATION MAY RESULT IN DISMISSAL OF THE APPLICATION AND FORFEITURE OF ANY FEES PAID.
Confidential │Page 4 of 15
Part 2: Agreement
1. General
A. Agreement Generally. The scope of this Agreement includes usage terms for Sensus’ hosted Software solution, leased spectrum, technical support, and
supporting terms and conditions for an advanced metering infrastructure solution that Customer will purchase from Sensus’ authorized distributor. Customer is
not paying Sensus directly for the services provided by Sensus under the Agreement; rather, Customer shall pay Sensus’ authorized distributor pursuant to a
separate agreement between Customer and such authorized distributor.
2. Software.
A. Software as a Service (SaaS). Sensus shall provide Customer with Software as a Service, as defined in Exhibit A, only so long as Customer is current in its
payments for such services.
B. UCITA. To the maximum extent permitted by law, the Parties agree that the Uniform Computer Information Transaction Act as enacted by any state shall not
apply, in whole or in part, to this Agreement.
3. Spectrum
A. Definitions in this Section 3. In this Section 3 only, “Sensus” shall mean Sensus USA Inc. and its wholly owned subsidiary, Sensus Spectrum LLC.
B. Spectrum Lease. Sensus hereby grants to Customer, and Customer accepts, a spectrum manager lease (“Spectrum Lease”) over the frequencies of certain
FCC license(s) (“FCC License”) solely within Customer’s Service Territory. (The frequencies of the FCC License within Customer’s geographic Service Territory
are called the “Leased Spectrum”). Customer shall pay the Ongoing Fees for use of the Leased Spectrum.
C. FCC Forms. At the Federal Communications Commission (“FCC”), Sensus will; (1) obtain an FCC Registration Number (“FRN”)) for Customer; (2) submit on
behalf of Customer the FCC Form 602 Ownership Disclosure Information if Customer has not already done so; and (3) file a FCC Form 608,
notification/application for long-term spectrum manager lease. This Lease becomes effective when the FCC accepts the FCC Form 608.
D. Lease Application. In order to complete the FCC lease application, Customer will promptly:
i. Complete and sign the representations in Part 1 of this Agreement such that Customer demonstrates it qualifies for a spectrum lease under FCC
rules. Customer’s signature will indicate that Customer authorizes Sensus to; (1) obtain an FRN on behalf of Customer; (2) submit the FCC Form
602 Ownership Disclosure Information on behalf of Customer if Customer has not already done so; and (3) file the spectrum manager lease
notification on FCC Form 608 with the Customer as spectrum lessee.
ii. Give Sensus the coordinates of the boundaries of Customer’s Service Territory or, alternatively, approve Sensus’ estimation of the same.
iii. If Customer has not already done so; Customer hereby authorizes Sensus to apply on Customer’s behalf and obtain for Customer a Federal
Registration Number (FRN, the FCC’s unique identifier for each licensee) and shall supply Sensus with Customer’s Taxpayer Identification Number
(“TIN”).
iv. Provide any other information or other cooperation reasonably necessary for the Parties to perform as set forth herein.
E. Permitted Use of Spectrum Lease and Equipment. Customer may transmit or receive over the Leased Spectrum only in the Service Territory and only using
FlexNet equipment manufactured by Sensus and used in accordance with Sensus’ specifications. Customer may use the Leased Spectrum only to read and
direct Field Devices or any other operation approved by Sensus in writing. Without limiting the foregoing, Customer is prohibited from reselling, subleasing or
sublicensing the FlexNet Equipment and Leased Spectrum, and from transmitting voice communications over the Leased Spectrum. For each piece of RF Field
Equipment used by Customer, Customer shall affix a Sensus-supplied label to the exterior of the RF Field Equipment cabinet or other appropriate visible place
to indicate that RF operation is conducted under authority of FCC License(s) issued to Sensus.
F. FCC Forms. At the Federal Communications Commission (FCC), Sensus will; (1) obtain an FCC Registration Number (FRN) for Customer; (2) submit on behalf
of Customer the FCC Form 602 Ownership Disclosure Information if Customer has not already done so; and (3) file a FCC Form 608, notification/application for
long-term spectrum manager lease. This Lease becomes effective when the FCC accepts the FCC Form 608.
G. Term of Spectrum Lease. Unless terminated earlier (because, for example, Customer stops using the FlexNet equipment or because this Agreement terminates
or expires for any reason), this Spectrum Lease will have the same term as the FCC license. If Customer is operating in compliance with this Agreement and is
current on any payments owed to Sensus, when the FCC License renews, the Parties will apply to the FCC to renew this Spectrum Lease.
H. Termination of Spectrum Lease. The Spectrum Lease will terminate: (a) two months after Customer stops transmitting with FlexNet equipment manufactured
by Sensus; (b) upon termination, revocation or expiration of the FCC License; (c) upon Customer’s breach of this Agreement; or (d) upon termination or expiration
of this Agreement for any reason.
I. FCC Compliance. The following FCC requirements apply
i. Pursuant to 47 CFR 1.9040(a);
a. Customer must comply at all times with applicable FCC rules. This Agreement may be revoked by Sensus or the FCC if Customer fails to so
comply;
b. If the FCC License is terminated, Customer has no continuing right to use the Leased Spectrum unless otherwise authorized by the FCC;
c. This Agreement is not an assignment, sale or other transfer of the FCC License;
d. This Agreement may not be assigned except upon written consent of Sensus, which consent may be withheld in its discretion; and
e. In any event, Sensus will not consent to an assignment that does not satisfy FCC rules.
ii. Referencing 47 CFR 1.9010, Sensus retains de jure and de facto control over the applicable radio facilities, including that,
a. Sensus will be responsible for Customer’s compliance with FCC policies and rules. Sensus represents and warrants that it has engineered
the FlexNet equipment and accompanying software and other programs to comply with FCC rules. Customer will operate the FlexNet
equipment subject to Sensus’ supervision and control and solely in accordance with Sensus’ specifications. Sensus retains the right to inspect
Customer’s radio operations hereunder and to terminate this Agreement or take any other necessary steps to resolve a violation of FCC rules,
including to order Customer to cease transmission. Sensus will act as spectrum manager in assigning spectrum under the FCC License so
as to avoid any harmful interference or other violation of FCC rules. Sensus will be responsible for resolving any interference complaints or
other FCC rule violations that may arise; and
b. Sensus will file any necessary FCC forms or applications and Customer agrees to reasonably assist Sensus with such filing by providing any
necessary information or other cooperation. Sensus will otherwise interact with the FCC with respect to this Agreement, the FCC License or
FlexNet equipment.
iii. Customer must continue operations on the spectrum during the Term of this Agreement. If Customer stops operations for any period of time, Customer
must notify Sensus by sending an email to legal@xyleminc.com. Customer may not pause or discontinue operations for more than 180 days.
J. Interference. Customer agrees to report to Sensus promptly, and in no event later than 72 hours afterward, any incident related to the Leased Spectrum,
including where Customer experiences harmful interference, receives a complaint or other notice of having caused harmful interference, or receives any type of
communication from the FCC or other government agency regarding radio transmission.
Confidential │Page 5 of 15
4. Equipment.
A. Purchase of Equipment. Customer shall purchase all Field Devices, RF Field Equipment, and other goods (collectively, “Equipment”) from Sensus’ authorized
distributor pursuant to the terms and conditions (including any warranties on such Equipment) agreed by Customer and Sensus’ authorized distributor. This
Agreement shall not affect any terms and conditions, including any warranty terms, agreed by Customer and Sensus' authorized distributor. If Customer elects
to purchase any equipment or services directly from Sensus, or if Customer pays any fees or other costs to Sensus, then Sensus’ Terms of Sale shall apply.
The “Terms of Sale” are available at: https://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.
5. Services.
A. Installation of Equipment. Installation services for Field Devices, other goods, and RF Field Equipment will be as agreed between the Customer and Sensus'
authorized distributor. Sensus will not provide installation services pursuant to this Agreement
B. Technical Support. Sensus shall provide Customer the technical support set forth in Exhibit B.
C. Project Management. Sensus’ authorized distributor will provide project management services to Customer. Any project management of the FlexNet System
provided by Sensus shall be subject to a separate agreement which describes the scope and pricing for such work.
D. Training. Sensus’ authorized distributor will provide Customer with training on the use of the FlexNet System. Any training provided by Sensus shall be subject
to a separate agreement which describes the scope and pricing for such work.
E. IT Systems Integration Services. Except as may otherwise be provided herein, integration of the Software into Customer’s new or existing internal IT systems
is not included in this Agreement. Any integration work shall be subject to a separate agreement which describes the scope and pricing for such work.
6. General Terms and Conditions.
A. Infringement Indemnity. Sensus shall indemnify and hold harmless Customer from and against any judgment by a court of competent jurisdiction or settlement
reached from any litigation instituted against Customer in the United States by a third party which alleges that the FlexNet System provided hereunder infringes
upon the patents or copyrights of such third party, provided that Sensus shall have the right to select counsel in such proceedings and control such proceedings.
Notwithstanding the foregoing, Sensus shall have no liability under this indemnity unless Customer cooperates with and assists Sensus in any such proceedings
and gives Sensus written notice of any claim hereunder within fourteen (14) days of receiving it. Further, Sensus shall have no liability hereunder if such claim
is related to; (i) any change, modification or alteration made to the FlexNet System by Customer or a third party, (ii) use of the FlexNet System in combination
with any goods or services not provided by Sensus hereunder, (iii) Customer’s failure to use the most recent version of the Software or to otherwise take any
corrective action as reasonably directed by Sensus, (iv) compliance by Sensus with any designs, specifications or instructions provided by Customer or
compliance by Sensus with an industry standard, or (v) any use of the FlexNet System other than for the Permitted Use. In the event the FlexNet System is
adjudicated to infringe a patent or copyright of a third party and its use is enjoined, or, if in the reasonable opinion of Sensus, the FlexNet System is likely to
become the subject of an infringement claim, Sensus, at its sole discretion and expense, may; (i) procure for Customer the right to continue using the FlexNet
System or (ii) modify or replace the FlexNet System so that it becomes non-infringing. THIS SECTION STATES CUSTOMER’S SOLE AND EXCLUSIVE
REMEDY AND SENSUS’ ENTIRE LIABILITY FOR ANY CLAIM OF INFRINGEMENT.
B. Limitation of Liability. Sensus’ aggregate liability in any and all causes of action arising under, out of or in relation to this Agreement, its negotiation,
performance, breach or termination (collectively “Causes of Action”) shall not exceed the greater of; (a) the total amount paid by Customer directly to Sensus
under this Agreement; or (b) ten thousand US dollars (USD 10,000.00). This is so whether the Causes of Action are in tort, including, without limitation, negligence
or strict liability, in contract, under statute or otherwise. As separate and independent limitations on liability, Sensus’ liability shall be limited to direct damages.
Sensus shall not be liable for; (i) any indirect, incidental, special or consequential damages; nor (ii) any revenue or profits lost by Customer or its Affiliates from
any End User(s), irrespective whether such lost revenue or profits is categorized as direct damages or otherwise; nor (iii) any In/Out Costs; nor (v) damages
arising from maincase or bottom plate breakage caused by freezing temperatures, water hammer conditions, or excessive water pressure. The limitations on
liability set forth in this Agreement are fundamental inducements to Sensus entering into this Agreement. They apply unconditionally and in all respects. They
are to be interpreted broadly so as to give Sensus the maximum protection permitted under law.
C. Termination. Either party may terminate this Agreement earlier if the other party commits a material breach of this Agreement and such material breach is not
cured within forty-five (45) days of written notice by the other party. Upon any expiration or termination of this Agreement, Sensus’ and Customer’s obligations
hereunder shall cease and the software as a service and Spectrum Lease shall immediately cease.
D. Force Majeure. If either party becomes unable, either wholly or in part, by an event of Force Majeure, to fulfill its obligations under this Agreement, the obligations
affected by the event of Force Majeure will be suspended during the continuance of that inability. The party affected by the force majeure will take reasonable
steps to mitigate the Force Majeure.
E. Intellectual Property Rights.
i. Software and Materials. No Intellectual Property is assigned to Customer hereunder. Excluding Customer Data, Sensus shall own or continue to own all
right, title, and interest in and to the Intellectual Property associated with the Software and related documentation, including any derivations and/or
derivative works (the “Sensus IP”). To the extent, if any, that any ownership interest in and to such Sensus IP does not automatically vest in Sensus by
virtue of this Agreement or otherwise, and instead vests in Customer, Customer agrees to grant and assign and hereby does grant and assign to Sensus
all right, title, and interest that Customer may have in and to such Sensus IP. Customer agrees not to reverse engineer any Sensus Products purchased
or provided hereunder.
ii. Customer Data. Notwithstanding the prior paragraph, as between Customer and Sensus, Customer remains the owner of all right, title or interest in or to
any Customer Data. “Customer Data” means solely usage data collected by the Field Devices. To avoid doubt, Customer Data does not include non-End
User usage data collected by the Field Devices, Software, or FlexNet System, such as network and equipment status information or the like.
iii. Consent to Use of Customer Data. Customer hereby irrevocably grants to Sensus a royalty-free, non-exclusive, irrevocable right and license to access,
store, and use such Customer Data and any other data or information provided to Sensus, to (1) provide the Service; (2) analyze and improve the Service;
(3) analyze and improve any Sensus equipment or software; or (4) for any other internal use. As used herein, “Service” means Sensus' obligations under
this Agreement.
iv. Access to Customer Data. Within 45 days of Customer’s written request, Sensus will provide Customer a copy of the previous 24 months CMEP interval
file and deliver the file to a drop location specified by Customer.
F. Data Privacy. Customer acknowledges that Sensus and its Affiliates (collectively, “Xylem”) will collect and process personal data for the purposes outlined in
this Agreement. Xylem’s data privacy policy is available at https://www.xylem.com/en-us/support/privacy/. Customer acknowledges that it has read and
Confidential │Page 6 of 15
understood Xylem’s privacy policy and agrees to the use of personal data outlined therein. The collection and use of personal data by Customer is Customer’s
responsibility.
G. Confidentiality. Except as may be required under applicable law, court order, or regulation, or to the extent required to perform and enforce this Agreement,
both parties shall (and shall cause their employees and contractors to) keep all Confidential Information strictly confidential and shall not disclose it to any third
party. The Confidential Information may be transmitted orally, in writing, electronically or otherwise observed by either party. Notwithstanding the foregoing,
“Confidential Information” shall not include; (i) any information that is in the public domain other than due to Recipient’s breach of this Agreement; (ii) any
information in the possession of the Recipient without restriction prior to disclosure by the Discloser; or (iii) any information independently developed by the
Recipient without reliance on the information disclosed hereunder by the Discloser. “Discloser” means either party that discloses Confidential Information, and
“Recipient” means either party that receives it.
H. Compliance with Laws. Customer shall comply with all applicable country, federal, state, and local laws and regulations, as set forth at the time of acceptance
and as may be amended, changed, or supplemented. Customer shall not take any action, or permit the taking of any action by a third party, which may render
Sensus liable for a violation of applicable laws.
i. Export Control Laws. Customer shall; (i) comply with all applicable U.S. and local laws and regulations governing the use, export, import, re-export, and
transfer of products, technology, and services; and (ii) obtain all required authorizations, permits, and licenses. Customer shall immediately notify Sensus,
and immediately cease all activities with regards to the applicable transaction, if the Customer knows or has a reasonable suspicion that the equipment,
software, or services provided hereunder may be directed to countries in violation of any export control laws. By ordering equipment, software or services,
Customer certifies that it is not on any U.S. government export exclusion list.
ii. Anti-Corruption Laws. Customer shall comply with the United States Foreign Corrupt Practices Act (FCPA), 15 U.S.C. §§ 78dd-1, et seq.; laws and
regulations implementing the OECD’s Convention on Combating Bribery of Foreign Public Officials in International Business Transactions; the U.N.
Convention Against Corruption; the Inter-American Convention Against Corruption; and any other applicable laws and regulations relating to anti-corruption
in the Customer’s county or any country where performance of this Agreement, or delivery or use of equipment, software or services will occur.
I. Non-Waiver of Rights. A waiver by either party of any breach of this Agreement or the failure or delay of either party to enforce any of the articles or other
provisions of this Agreement will not in any way affect, limit or waive that party’s right to enforce and compel strict compliance with the same or other articles or
provisions.
J. Assignment and Sub-contracting. Either party may assign, transfer or delegate this Agreement without requiring the other party’s consent; (i) to an Affiliate;
(ii) as part of a merger; or (iii) to a purchaser of all or substantially all of its assets. Apart from the foregoing, neither party may assign, transfer or delegate this
Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld. Furthermore, Customer acknowledges Sensus
may use subcontractors to perform RF Field Equipment installation, the systems integration work (if applicable), or project management (if applicable), without
requiring Customer’s consent.
K. Amendments. No alteration, amendment, or other modification shall be binding unless in writing and signed by both Customer and by a vice president (or
higher) of Sensus.
L. Governing Law and Dispute Resolution. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Virginia.
Any and all disputes arising under, out of, or in relation to this Agreement, its negotiation, performance or termination (“Disputes”) shall first be resolved by
mediation between the Parties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES AGREE TO A BENCH TRIAL AND THAT THERE SHALL
BE NO JURY IN ANY DISPUTES.
M. Acknowledgement of Events. The Parties acknowledge and agree that the global COVID-19 pandemic (“COVID-19”) is ongoing, dynamic, unpredictable,
and as such may impact the ability of Sensus to meet its obligations under this Agreement. The Parties agree that, for so long as there is an impact of COVID-
19 on Sensus’ performance, all performance efforts by Sensus will be on a reasonable efforts basis only and Sensus shall not be responsible for failure to
meet its obligations, to the extent that it is precluded from doing so as a result of COVID-19. The Parties shall work, in good faith, to make any reasonable
adjustments that may be required as a result of COVID-19.
N. Survival. The provisions of this Agreement that are applicable to circumstances arising after its termination or expiration shall survive such termination or
expiration.
O. 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.
P. Four Corners. This written Agreement, including all of its exhibits, represents the entire understanding between and obligations of the parties and supersedes
all prior understandings, agreements, negotiations, and proposals, whether written or oral, formal or informal between the parties. Any additional writings shall
not modify any limitations or remedies provided in the Agreement. There are no other terms or conditions, oral, written, electronic or otherwise. There are no
implied obligations. All obligations are specifically set forth in this Agreement. Further, there are no representations that induced this Agreement that are not
included in it. The ONLY operative provisions are set forth in writing in this Agreement. Without limiting the generality of the foregoing, no purchase order
placed by or on behalf of Customer shall alter any of the terms of this Agreement. The parties agree that such documents are for administrative purposes
only, even if they have terms and conditions printed on them and even if and when they are accepted and/or processed by Sensus. Any goods, software or
services delivered or provided in anticipation of this Agreement (for e.g., as part of a pilot or because this Agreement has not yet been signed but the parties
have begun the deployment) under purchase orders placed prior to the execution of this Agreement are governed by this Agreement upon its execution and it
replaces and supersedes any such purchase orders.
Q. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Additionally, this Agreement may be executed by facsimile or electronic copies, all of which shall be considered an
original for all purposes.
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 the terms of this agreement, all technical information about either party’s
products or services, pricing information, marketing and marketing plans, Customer’s End Users’ data, FlexNet System performance, FlexNet System architecture and
design, FlexNet System software, other business and financial information of either party, and all trade secrets of either party.
C. “End User” means any end user of electricity, water, and/or gas (as applicable) that pays Customer for the consumption of electricity, water, and/or gas, as applicable.
D. “Field Devices” means the SmartPoint Modules .
E. “FlexNet Base Station” identifies the Sensus manufactured device consisting of one transceiver, to be located on a tower that receives readings from the SmartPoint
Modules (either directly or via an R100 unit) by radio frequency and passes those readings to the RNI by TCP/IP backhaul communication. For clarity, FlexNet Base
Stations include Metro Base Stations.
F. “FlexNet System” is comprised of the SmartPoint Modules, RF Field Equipment, Server Hardware, software licenses, Spectrum Lease, and other equipment provided to
Customer hereunder. The FlexNet System only includes the foregoing, as provided by Sensus. The FlexNet System does not include goods, equipment, software, licenses
or rights provided by a third party or parties to this Agreement.
Confidential │Page 7 of 15
G. “Force Majeure” means an event beyond a party’s reasonable control, including, without limitation, acts of God, hurricane, flood, volcano, tsunami, tornado, storm, tempest,
mudslide, vandalism, illegal or unauthorized radio frequency interference, strikes, lockouts, or other industrial disturbances, unavailability of component parts of any goods
provided hereunder, acts of public enemies, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, restraints or prohibitions by any court, board, department,
commission or agency of the United States or any States, any arrests and restraints, civil disturbances and explosion.
H. “Hosted Software” means those items listed as an Application in Exhibit A.
I. “In/Out Costs” means any costs and expenses incurred by Customer in transporting goods between its warehouse and its End User’s premises and any costs and
expenses incurred by Customer in installing, uninstalling and removing goods.
J. “Intellectual Property” means patents and patent applications, inventions (whether patentable or not), trademarks, service marks, trade dress, copyrights, trade secrets,
know-how, data rights, specifications, drawings, designs, maskwork rights, moral rights, author’s rights, and other intellectual property rights, including any derivations
and/or derivative works, as may exist now or hereafter come into existence, and all renewals and extensions thereof, regardless of whether any of such rights arise under
the laws of the United States or of any other state, country or jurisdiction, any registrations or applications thereof, and all goodwill pertinent thereto.
K. “LCM” identifies the load control modules.
L. “Ongoing Fee” means the annual or monthly fees, as applicable, to be paid by Customer to Sensus’ authorized distributor during the Term of this Agreement.
M. “Patches” means patches or other maintenance releases of the Software that correct processing errors and other faults and defects found previous versions of the Software.
For clarity, Patches are not Updates or Upgrades.
N. “Permitted Use” means only for reading 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.
O. “R100 Unit” identifies the Sensus standalone, mounted transceiver that takes the radio frequency readings from the SmartPoint Modules and relays them by radio
frequency to the relevant FlexNet Base Station or directly to the RNI by TCP/IP backhaul communication, as the case may be.
P. “Release” means both Updates and Upgrades.
Q. “Remote Transceiver” identifies the Sensus standalone, mounted relay device that takes the radio frequency readings from the SmartPoint Modules and relays them
directly to the RNI by TCP/IP backhaul communication.
R. “RF Field Equipment” means, collectively, FlexNet Base Stations, R100 units (if any) and Remote Transceivers (if any).
S. “RNI” identifies the regional network interfaces consisting of hardware and software used to gather, store, and report data collected by the FlexNet Base Stations from the
SmartPoint Modules. The RNI hardware specifications will be provided by Sensus upon written request from Customer.
T. “RNI Software” identifies the Sensus proprietary software used in the RNI and any Patches, Updates, and Upgrades that are provided to Customer pursuant to the terms
of this Agreement.
U. “Service Territory” identifies the geographic area where Customer utilizes Sensus equipment to provide services to End Users as of the Effective Date. This area will be
described on the propagation study in the parties’ Spectrum Lease filing with the FCC.
V. “Server Hardware” means the RNI hardware.
W. “SmartPoint™ Modules” identifies the Sensus transmission devices installed on devices such as meters, distribution automation equipment and demand/response
devices located at Customer’s End Users’ premises that communicate with the relevant devices and transmit those communications by radio frequency to the relevant
piece of RF Field Equipment.
X. “Software” means all the Sensus proprietary software provided pursuant to this Agreement, and any Patches, Updates, and Upgrades that are provided to Customer
pursuant to the terms of this Agreement. The Software does not include any third party software.
Y. “Updates” means releases of the Software that constitute a minor improvement in functionality.
Z. “Upgrades” means releases of the Software which constitute a significant improvement in functionality or architecture of the Software.
AA. “WAN Backhaul” means the communication link between FlexNet Base Stations and Remote Transceivers and RNI.
Confidential │Page 8 of 15
Exhibit A
Software
Software as a Service
1. Description of Services.
This exhibit contains the details of the Software as a Service that Sensus shall provide to Customer if both; (i) pricing for the application of Software as a Service has
been provided to the Customer; and (ii) the Customer is current in its payments to Sensus’ authorized distributor for such application of Software as a Service.
A. Software as a Service Generally.
Software as a Service is a managed service in which Sensus will be responsible for the day-to-day monitoring, maintenance, management, and supporting of
Customer’s software applications. In a Software as a Service solution, Sensus owns all components of the solution (server hardware, storage, data center,
network equipment, Sensus software, and all third-party software) required to run and operate the application. These software applications consist of the following
(each an “Application”):
● Regional Network Interface (RNI) Software
● Sensus Analytics
○ Enhanced Package
The managed application systems consist of the hardware, Sensus Software, and other third-party software that is required to operate the software applications.
Each Application will have a production, and Disaster Recovery (as described below) environment Test environments are not provided unless otherwise
specifically agreed by Sensus in writing. Sensus will manage the Applications by providing 24 x 7 x 365 monitoring of the availability and performance of the
Applications.
B. Use of Software as a Service. Subject to the terms of this Agreement, Sensus shall make Software as a Service available to Customer to access and use
solely for the Permitted Use and solely for so long as Customer is current in its payments to Sensus or its authorized distributor for Software as a Service. The
Software as a Service term commences on the date that Sensus first makes Software as a Service available to Customer for use, and ends upon the earlier of:
(i) the expiration or termination of the Agreement; (ii) breach by Customer of this exhibit or the Agreement; or (iii) Customer’s termination of Software as a Service
as set forth in paragraph (C) below.
C. Termination of an Application. Customer shall have the option at any time before the end of the Term to terminate any Application by giving Sensus one
hundred twenty (120) days prior written notice. Such notice, once delivered to Sensus, is irrevocable. Should Customer elect to terminate any Application,
Customer acknowledges that; (a) Customer shall pay all applicable fees, including any unpaid Software as a Service fees due in the current calendar year plus
a ten percent (10%) early termination fee, where such fee is calculated based on the annual Software as a Service fee due in the current calendar year; and (b)
Software as a Service for such Application shall immediately cease. If Customer elects to terminate the RNI Application in the Software as a Service environment
but does not terminate the Agreement generally, then upon delivery of the notice to Sensus, Customer shall purchase the necessary (a) RNI hardware from a
third party and (b) RNI software license at Sensus' then-current pricing. No portion of the Software as a Service fees shall be applied to the purchase of the RNI
hardware or software license.
D. Software as a Service means only the following services:
i. Sensus will provide the use of required hardware, located at Sensus’ or a third-party’s data center facility (as determined by Sensus), that is necessary to
operate the Application.
ii. Sensus will provide production and disaster recovery environments for Application.
iii. Sensus will provide patches, updates, and upgrades to latest Sensus Hosted Software release.
iv. Sensus will configure and manage the equipment (server hardware, routers, switches, firewalls, etc.) in the data centers:
(a) Network addresses and virtual private networks (VPN)
(b) Standard time source (NTP or GPS)
(c) Security access points
(d) Respond to relevant alarms and notifications
v. Capacity and performance management. Sensus will:
(a) Monitor capacity and performance of the Application server and software applications 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 proactively detect and identify incidents.
(b) Respond to incidents and problems that may occur to the Application(s).
(c) Maintain policies and procedures for responding to incidents and performing root cause analysis for ongoing problems.
(d) Correlate incidents and problems where applicable.
Confidential │Page 9 of 15
(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 and will coordinate with Customer’s personnel and/or any required
third-party vendor to resolve the issue.
(h) Provide telephone support consistent with Exhibit B, Technical Support in the case of undetected events.
viii. Security Management. Sensus will:
(a) Monitor the physical and cyber security of the server and Application(s) 24x7x365 to ensure system is highly secure in accordance with NIST
Security Standards.
(b) Perform active intrusion prevention and detection of the data center network and firewalls, and monitor logs and alerts.
(c) Conduct period penetration testing of the network and data center facilities.
(d) Conduct monthly vulnerability scanning by both internal staff and external vendors.
(e) Perform anti-virus and Malware patch management on all systems.
(f) Install updates to virus protection software and related files (including virus signature files and similar files) on all servers from the update being
generally available from the anti-virus software provider.
(g) Respond to any potential threat found on the system and work to eliminate any virus or malware found.
(h) Adhere to and submit certification to NERC/CIP Cyber Security standards.
(i) Monitors industry regulation/standards regarding security – NERC, FERC, NIST, OpenSG, etc. through the dedicated Sensus security team.
(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) Provide disaster recovery environment and perform fail-over to Disaster Recovery environment within forty-eight (48) hours of declared event.
(f) Generate a report following each and any disaster measuring performance against the disaster recovery plan and identification of problem areas
and plans for resolution.
(g) Maintain a disaster recovery plan. In the event of a disaster, Sensus shall provide the services in accordance with the disaster recovery plan.
(h) In the case of a disaster and loss of access to or use of the Application, Sensus would use commercially reasonable efforts per the Recovery Time
Objectives (RTO) and Recovery Point Objectives (RPO) specified herein to restore operations at the same location or at a backup location within
forty-eight (48) hours.
(i) The Application shall have a RTO of forty-eight (48) hours.
(j) The RPO shall be a full recovery of the Application(s), with an RPO of one (1) hours, using no more than a twenty-four (24) hour old backup. All
meter-related data shall be pushed from each Base Station/TGB restoring the database to real-time minus external interfaced systems from the day
prior.
(k) Data from external interfaced systems shall be recreated within a forty-eight (48) hour period with the assistance of Customer personnel and staff,
as needed.
E. Customer Responsibilities:
i. Coordinate and schedule any changes submitted by Sensus to the system in accordance with standard configuration and change management procedures.
ii. Participate in all required configuration and change management procedures.
iii. Customer will log incidents related to the managed Application with Sensus personnel via email, web portal ticket entry, or phone call.
iv. Responsible for periodic processing of accounts or readings (i.e., billing files) for Customer’s billing system for billing or other analysis purposes.
v. Responsible for any field labor to troubleshoot any SmartPoint modules or smart meters in the field in populations that have been previously deployed and
accepted.
vi. First response labor to troubleshoot FlexNet Base Station, R100s, Remote Transceivers or other field network equipment.
vii. Responsible for local area network configuration, management, and support.
viii. Identify and research problems with meter reads and meter read performance.
ix. Create and manage user accounts.
x. Customize application configurations.
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. F. Software as a Service does not include any of the following services:
i. Parts or labor required to repair damage to any field network equipment that is the result of a Force Majeure event.
ii. Any integration between applications, such as Harris MeterSense, would require a Professional Services contract agreement to be scoped, submitted,
and agreed in a signed writing between Sensus and all the applicable parties.
If an item is not listed in subparagraphs in item (D) above, such item is excluded from the Software as a Service and is subject to additional pricing.
2. Further Agreements
A. System Uptime Rate.
i. Sensus (or its contractor) shall manage and maintain the Application(s) on computers owned or controlled by Sensus (or its contractors) and shall provide
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
across all Applications, shall be calculated as follows:
Confidential │Page 10 of 15
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 scheduled to be unavailable for use by Customer due to planned system maintenance. Sensus shall provide Customer notice (via email or otherwise) at least
seven (7) days in advance of commencement of the Scheduled Downtime.
c. Non-Scheduled Downtime means the number of minutes during the Month, as measured by Sensus, in which access to any Application is unavailable for use by Customer due to reasons other than Scheduled Downtime or the Exceptions, as defined below (e.g., due to a need for
unplanned maintenance or repair).
iii. Exceptions. Exceptions mean the following events:
• Force Majeure
• Emergency Work, as defined below; and
• Lack of Internet Availability, as described below.
a. Emergency Work. In the event that Force Majeure, emergencies, dangerous conditions or other exceptional circumstances arise or continue during
TMO, Sensus shall be entitled to take any actions that Sensus, in good faith, determines is necessary or advisable to prevent, remedy, mitigate, or
otherwise address actual or potential harm, interruption, loss, threat, security or like concern to any of the Application(s) (“Emergency Work”). Such
Emergency Work may include, but is not limited to: analysis, testing, repair, maintenance, re-setting and other servicing of the hardware, cabling,
networks, software and other devices, materials and systems through which access to and/or use of the Application(s) by the Customer is made
available (the ”Managed Systems”). Sensus shall endeavor to provide advance notice of such Emergency Work to Customer when practicable and
possible.
b. Lack of Internet Availability. Sensus shall not be responsible for any deterioration of performance attributable to latencies in the public internet or
point-to-point network connection operated by a third party. Customer expressly acknowledges and agrees that Sensus does not and cannot control
the flow of data to or from Sensus’ networks and other portions of the Internet, and that such flow depends in part on the performance of Internet
services provided or controlled by third parties, and that at times, actions or inactions of such third parties can impair or disrupt data transmitted
through, and/or Customer’s connections to, the Internet or point-to-point data connection (or portions thereof). Although Sensus will use commercially
reasonable efforts to take actions Sensus may deem appropriate to mitigate the effects of any such events, Sensus cannot guarantee that such
events will not occur. Accordingly, Sensus disclaims any and all liability resulting from or relating to such events.
iv. System Availability. For each month that the System Uptime Rates for the production RNI falls below 99.0%, Sensus will issue Customer the following
Service Level Credits:
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 SLA Credits are computed on a monthly basis.)
Service Level Credits for any single month shall not exceed 20% of the RNI SaaS Fee associated with the month in which the service level default occurred.
Sensus records and data will be the sole basis for all Service Level Credit calculations and determinations, provided that such records and data must be
made available to Customer for review and agreement by Customer. To receive a Service Level Credit, Customer must issue a written request no later
than ten (10) days after the Service Level Credit has accrued. Sensus will apply each valid Service Level Credit to the Customer’s invoice within 2 billing
cycles after Sensus’ receipt of Customer’s request and confirmation of the failure to meet the applicable Service Level Credit. Service Level Credits will
not be payable for failures to meet the System Uptime Rate caused by any Exceptions. No Service Level Credit will apply if Customer is not current in its
undisputed payment obligations under the Agreement. Service Level Credits are exclusive of any applicable taxes charged to Customer or collected by
Sensus. Sensus shall not refund an unused Service Level Credits or pay cash to Customer for any unused Service Level Credits. Any unused Service
Level Credits at the time the Agreement terminates will be forever forfeited. THE SERVICE LEVEL CREDITS DESCRIBED IN THIS SECTION ARE THE
SOLE AND EXCLUSIVE REMEDY FOR SENSUS’ FAILURE TO MEET THE SYSTEM UPTIME REQUIREMENT OR ANY DEFECTIVE SAAS
PERFORMANCE. IN NO EVENT SHALL THE AGGREGATE AMOUNT OF SERVICE LEVEL CREDITS IN ANY ANNUAL PERIOD EXCEED 20% OF
THE ANNUAL RNI SAAS FEE.
B. Data Center Site-Security. Although Sensus may modify such security arrangements without consent or notice to Customer, Customer acknowledges the
following are the current arrangements regarding physical access to and support of the primary hardware components of the Managed Systems:
i. The computer room(s) in which the hardware is installed is accessible only to authorized individuals.
ii. Power infrastructure includes one or more uninterruptible power supply (UPS) devices and diesel generators or other alternative power for back-up
electrical power.
iii. Air-conditioning facilities (for humidity and temperature controls) are provided in or for such computer room(s) and can be monitored and adjusted for
humidity and temperature settings and control. Such air systems are supported by redundant, back-up and/or switch-over environmental units.
iv. Such electrical and A/C systems are monitored on an ongoing basis and personnel are available to respond to system emergencies (if any) in real time.
v. Dry pipe pre-action fire detection and suppression systems are provided.
vi. Data circuits are available via multiple providers and diverse paths, giving access redundancy.
C. Responsibilities of Customer.
i. Customer shall promptly pay all Software as a Service fees.
ii. Customer may not (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 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
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Customer to access the Application(s) managed by Sensus; and (ii) Customer’s network router and firewall, if applicable, to allow data to flow between
the Customer’s Systems and Sensus’ Managed Systems in a secure manner via the public Internet.
iv. Upon receiving the system administrator account from Sensus, Customer shall create username and passwords for each of Customer’s authorized users
and complete the applicable Sensus registration process (Authorized Users). Such usernames and passwords will allow Authorized Users to access the
Application(s). Customer shall be solely responsible for maintaining the security and confidentiality of each user ID and password pair associated with
Customer’s account, and Sensus will not be liable for any loss, damage or liability arising from Customer’s account or any user ID and password pairs
associated with Customer. Customer is fully responsible for all acts and omissions that occur through the use of Customer’s account and any user ID and
password pairs. Customer agrees (i) not to allow anyone other than the Authorized Users to have any access to, or use of Customer’s account or any user
ID and password pairs at any time; (ii) to 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.
v. Customer shall be responsible for the day-to-day operations of the Application(s) and FlexNet System. This includes, without limitation, (i) researching
problems with meter reads and system performance, (ii) creating and managing user accounts, (iii) customizing application configurations, (iv) supporting
application users, (v) investigating application operational issues, (vi) responding to alarms and notifications, and (vii) performing over-the-air commands
(such as firmware updates or configuration changes).
D. Software Solution Components.
i. Description of Software Solutions. Sensus software consists of a core communication module and a set of applications. Some applications are required
to perform basic solution capabilities, other applications are optional and add additional capabilities and function to the overall solution. As Customer’s
business process expands and/or new Sensus offerings are made available, additional applications and functionality can dynamically be added to the
solution, provided Customer purchases such additional applications.
ii. Regional Network Interface. The Regional Network Interface (RNI) or Sensus head-end is the centralized intelligence of the FlexNet network; the RNI’s
primary objective is to transfer endpoint (such as meters) data to the Customer and the advanced feature applications. The RNI is adaptable to Customer
configurations by simultaneously supporting a wide range of FlexNet enabled endpoints; including but not limited to meters (electric, water, gas), street
lighting, and Home Area Network devices.
a. Core Package
(i) Communication
1. Manages all inbound and outbound traffic to and from endpoints
2. Outbound routing optimization
3. Route analyzer
4. AES256 bit encryption of radio messages
5. Reports and metric details of network performance and troubleshooting aids
6. Management of RF equipment (base stations and endpoint radios)
(ii) Data Collection
1. Missing read management
2. Management of duplicate reads
3. 60 day temporary storage
(iii) Application integration
1. To Sensus Analytics applications
2. Enable 3rd party application integration
3. Batch CMEP file export
4. Real-time access through MultiSpeak
(iv) Endpoint Management
1. Gas, water, electric, lighting concurrent support
2. Remote configuration
3. Remote firmware updates
4. Reports, metrics and Troubleshooting
(v) User Management
1. Secure access
2. Password management
3. Definable user roles
4. User permissions to manage access to capabilities
b. Integration of RNI. Sensus shall provide RNI integration support services to Customer only to the extent specifically provided below:
(i) Sensus shall meet with the representative from the Customer’s system(s) targeted for integration to determine which integration method is
appropriate (e.g., Multispeak, CMEP, etc.).
1. In scope and included integration efforts: Provide the gateway URLs to the integrating system as needed, provide Customer with standard
integration API documentation, validate and test that the correct Customer information is flowing into and/or out of the RNI.
2. Out of scope and subject to additional charges: Modifications or extensions to the standard API provided by Sensus and any integration
efforts not outlined above as in scope and included.
(ii) Customer Responsibilities:
1. Provide Sensus with information about the relevant information Customer wishes to transfer and integrate with the RNI.
2. Establish the network and security required for the two systems to reasonably communicate.
3. Verify integration to third party system functionality is working as intended.
(iii) If an item is not listed in subparagraph (i) above, such item is excluded from the integration of Sensus RNI Support and is subject to additional
pricing.
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.
Confidential │Page 12 of 15
A. Essential Package. The Essential Package of the Sensus Analytics Application shall consist of the following modules:
i. Device Access
a. Allows search for meter details by using data imported from the billing system or the Sensus Device ID or AMI ID.
b. Allows a view of the meter interval or register reads.
c. Meter data is available to be copied, printed, or saved to certain user programs or file formats, specifically CSV, PDF, and Spreadsheet.
d. Allows the current and historical data to be viewed.
e. Allows the current usage to be compared to historical distribution averages.
f. Allows the user to see the meter location on a map view.
g. Allows notifications for an event on a single meter to be forwarded to a Customer employee.
h. Allows details to be viewed about a meter – (dependent on the data integrated from other systems).
ii. Meter Insight (provides the following)
a. # of active meters.
b. # of orphaned meters with drill down to the list of meters.
c. # of inactive meters with usage drill down to the list of meters.
d. # of stale meters with drill down to the list of meters.
e. # of almost stale meters with drill down to the list of meters.
f. # of meters where no read is available with drill down to the list of meters.
g. # of meters with maximum threshold exceptions with drill down to the list of meters.
h. # of meters with minimum threshold exceptions with drill down to the list of meters.
i. # of unknown radios with drill down to the list of meters.
iii. Report Access
a. Allows the user to see meter alarms and choose a report from a list of standard reports.
b. Master Route Register Reads: Shows the latest reads for all meters within specified time window.
c. Meter Route Intervals Reads: Allows users to inspect intervals of a single meter over a period of time.
d. Master Route No Readings: List all meters that are active in the system, but have not been sending reads within the specified time window.
e. Consumption Report: List meters’ consumption based on meter readings within the specified time window.
f. Zero Consumption for Period: List meters whose readings do not change over a period of time.
g. Negative Consumption: Shows the number of occurrences and readings of negative consumption for the last 24hr, 48hr and 72hr from the entered
roll up date.
h. High Low Exception Report: Displays meters whose reads exceed minimum or/and maximum threshold, within a time range.
i. Consumption vs Previous Reported Read: Compares latest reading (from RNI) with last known read received from CIS.
j. Consumption Exception 24 hour Report: This report shows meters that satisfy these two conditions: (1) The daily average consumptions exceed
entered daily consumption threshold; (2) The number of days when daily thresholds are exceeded are greater than the entered exception per day
threshold.
k. Endpoint Details: Shows the current state of meters that are created within the specified time range.
l. Orphaned Meters: List meters that are marked as ‘orphaned’, which are created as of entered Created as of parameter.
m. Billing Request Mismatch: Displays meters in a billing request that have different AMR id with the ones sent by RNI. It also shows AMR id in billing
request that have different meter Id in the RNI. Users must enter which billing request file prior to running the report.
n. All Alarms Report: List all alarms occurred during a time window. Users can select which alarm to show.
iv. Billing Access
a. Initiate the creation of billing export files formatted to the import needs of the billing system.
b. Receive billing request files from the billing system to identify what meters to include in the billing export file in the case where billing request file
option is used.
c. Provides a repository of past billing files that were either used for billing preparation or actually sent to the billing system.
d. Will store created billing files for a period of three years unless otherwise denoted.
e. The system will allow creation of test files before export to the billing system.
v. Billing Adaptor
a. The underlying configurator and tools mapping the extraction of billing data to enable integration to the utility’s billing system.
vi. Data Store
a. Allows storage of meter reading data including Intervals, Registers, and Alarms to be stored.
b. Stored data is available online for reports and analysis.
c. Data will be retained for 3 years. Additional duration can be purchased.
B. Enhanced Package. The Enhanced Package shall consist of the modules listed above in the Essential Package, as well as the following additional modules:
i. Alarm Insight
a. Allows the user to summarize and filter alarms by a date range.
b. Allows the user to review all alarm types on a single screen.
c. The user can filter out the alarms not wanted on the screen.
d. Alarm totals can be visualized.
e. Adds a view of trending alarms over time.
f. Click to drill down on an alarm to gain more information on specific events.
g. Click to analyze a specific event on a particular device.
ii. Alert Manager
a. Allows creation of alert groups who will be notified when an alarm occurs.
b. Users can manage alert groups by adding and removing group members.
c. Allows selection of notification method for how end users in the group will be notified; email or SMS (text message).
Confidential │Page 13 of 15
d. Allows creation of an alert from the available system events from smart points and assign to a group.
e. Monitors the systems meters for events. When an event is triggered, all users in the group will be notified.
C. Integration of Sensus Analytics. Sensus shall provide integration support services to Customer only to the extent specifically provided below:
i. Sensus shall provide Customer with a simple flat file specification known as VFlex for the integration of the Customer’s back office system to the Sensus
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 user name, and other end user details. This flat file may be delimited or fixed width. Customer shall produce this file and transmit it to the
FTP location designated by Sensus. When sent to the Sensus FTP servers, this file exchange will enable the system to become operational with the
Customer’s systems. Customer shall produce this file and transmit it to the FTP location designated by Sensus. Sensus will provide reasonable support
to explain to Customer the required vs. optional fields that are in the 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) AutoRead
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 Customer’s Service
Territory. Pricing may increase if Customer’s Service Territory or actual number of End Users expands.
c. Customer acknowledges that all data related to the Sensus Analytics Applications is geographically hosted within the United States of America.
Customer accepts the geographic location of such hosting, and indemnifies Sensus for any claims resulting therefrom.
d. Customer acknowledges and agrees that the Intellectual Property provisions of this Agreement apply in all respects to Customer’s access to and
use of the Sensus Analytics Applications.
e. Customer is responsible for validating the data analyzed by the Sensus Analytics 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.
4. Third Party Software.
A. RedHat Linux.If Sensus is providing Customer with a license to use RedHat Linux Software, Customer agrees to the following:
By entering into this Agreement, Customer agrees to abide by and to be legally bound by the terms and conditions of the Red Hat End User License Agreements
identified below, each of which are incorporated into this Agreement by reference and are available at the websites identified below. Please read the Red Hat
End User License Agreements and incorporated references carefully.
Subscription: End User License Agreement:
Red Hat Enterprise Linux http://www.redhat.com/licenses/rhel_rha_eula.html
JBoss Enterprise Middleware http://www.redhat.com/licenses/jboss_eula.html
Confidential │Page 14 of 15
Exhibit B
Technical Support
1. Introduction
Sensus Technical Services provides utility customers with a single point of contact for Tier 1 support of technical issues as well as any coordination of additional
resources required to resolve the issue. Requests that require specialized skills are to be forwarded to a senior support engineer or Technical Advisor within the
team for further analysis. If Technical Services has exhausted all troubleshooting efforts for the product type, the issue will escalate to the Engineering Support
Team. Occasionally, on-site troubleshooting/analysis may be required. The preferred order of on-site support is:
a) The Customer (for assistance with the easiest and lowest time-consuming activities such as power on/power off).
b) The local distributor.
c) Sensus employees or contracted personnel, if required to fulfill a contract commitment.
2. Support Categories
2.1. General questions regarding functionality, use of product, how-to, and requests for assistance on Sensus AMR, AMI, RF Network Equipment, Metering
Products, Sensus Lighting Control, and Demand Response Management System (FlexNet Home).
2.2. Proactive reporting and resolution of problems.
2.3. Reactive reporting to isolate, document, and solve reported hardware/software defects.
2.4. Responding to service requests and product changes.
2.5. Addressing customer inquiries with printed or electronic documentation, examples, or additional explanation/clarification.
3. Support Hours
3.1. Standard Support Hours: Toll-free telephone support (1-800-638-3748 option #2) is available Monday thru Friday from 8:00 a.m. EST to 8:00 p.m. EST. After-
hours, holiday and weekend support for Severity 1 and Severity 2 issues is available by calling 1-800-638-3748, option #8.
4. Support Procedures
4.1. Customer identifies an issue or potential problem and calls Technical Services at 1-800-638-3748 Option #2. The Customer Service Associate or Technical
Support Engineer will submit a SalesForce ticket.
4.2. The Customer Service Associate or Technical Support Engineer will identify the caller name and utility by the assigned software serial number, city, and state
based on where the call originated. The Customer Service Associate or Technical Support Engineer will require a brief description of the problem symptoms,
or error messages depending on nature of the incident. The nature of the problem and severity levels will be mutually agreed upon by both parties (either at
the time the issue is entered or prior to upgrading or downgrading an existing issue) using the severity definitions below as a guideline. The severity level is
then captured into SalesForce for ticket creation and resolution processing. Any time during the processing of this ticket, if the severity level is changed by
Sensus, the customer will be updated.
A. Severity Levels Description:
Sev1 Customer’s production system is down. The system is unusable resulting in total disruption of work. No workaround is available and requires
immediate attention.
Example: Network mass outage, all reading collection devices inoperable, inoperable head end software (e.g., FlexWare, Sensus MDM). Not able to
generate billing files.
Sev2 Major system feature/function failure. Operations are severely restricted; there is a major disruption of work, no acceptable work-around is
available, and failure requires immediate attention.
Examples: Examples: Network equipment failure (e.g., FlexNet Echo, FlexNet Remote, Base Station transceiver, or VGB); inoperable reading devices
(e.g., AR5500, VXU, VGB, or CommandLink); head end software application has important functionality not working and cannot create export file for
billing system operations.
Sev3 The system is usable and the issue doesn’t affect critical overall operation.
Example: Minor network equipment failure (e.g., Echo/Remote false alarms or Base Station transceiver false alarms); head end software application
operable but reports are not running properly, modification of view or some non-critical function of the software is not running.
4.3. The Customer Service Associate or Technical Support Engineer identifies whether or not the customer is on support. If the customer is not on support, the
customer is advised of the service options as well as any applicable charges that may be billed.
4.4. Calls are placed in a queue from which they are accessible to Technical Support Engineers on a first-come-first-served basis. A 1st level Customer Service
Associate may assist the customer, depending on the difficulty of the call and the representative’s technical knowledge. Technical Support Engineers (Tier 1
support) typically respond/resolve the majority of calls based on their product knowledge and experience. A call history for the particular account is researched
to note any existing 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 customer. Once it is confirmed
that the issue has been resolved, the ticket is closed.
c. If there is no known defect or support that defines the behavior, Technical Services will work with the customer to reproduce the issue. If the issue can be
reproduced, either at the customer site or within support center test lab, Technical Services will escalate the ticket for further investigation / resolution.
If the issue involves units that are considered to be defective with no known reason, the representative will open a Special Investigation RMA through the
SalesForce system. If it is determined that a sample is required for further analysis, the customer will be provided with instructions that detail where to send the
product sample(s) for a root cause analysis. Once it is determined that the issue cannot be resolved by Tier 1 resources, the ticket will be escalated to Tier 2
support for confirmation/workarounds to resolve immediate issue. Technical Services will immediately contact the customer to advise of the escalation. The
response and escalation times are listed in Section 5. At this time, screen shots, log files, configuration files, and database backups will be created and
attached to the ticket.
5. Response and Resolution Targets.
Confidential │Page 15 of 15
Sensus Technical Support will make every reasonable effort to meet the following response and resolution targets:
Severity 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).
•
• 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).
•
• Program patch is provided.
• Fix incorporated into future release.
• Fix or workaround incorporated into
SalesForce Knowledge Base.
3 1 Business Day 30 business days
•
• Satisfactory workaround is provided.
• Fix or workaround incorporated into
SalesForce Knowledge Base.
•
6. Problem Escalation Process.
6.1. If the normal support process does not produce the desired results, or if the severity has changed, the issue may be escalated as follows to a higher level of
authority.
6.1.1.1. 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.
RESOLUTION NO.
AT A REGULAR MEETING OF THE VINTON TOWN COUNCIL HELD ON TUESDAY,
SEPTEMBER 15, 2020, AT 7:00 P.M., BY ELECTRONIC COMMUNICATIONS PURSUANT
TO SECTION 15.2-1413, CODE OF VIRGINIA (1950), AS AMENDED
WHEREAS, during the COVID-19 pandemic, it became apparent that the current Meter Reading
System and Software lacked abilities to allow our workforce to efficiently telework and
provide services; and
WHEREAS, the County of Roanoke has allocated a portion of CARES Act funding to the Town of
Vinton, which allows the Town to improve teleworking capabilities of employees to
comply with provisions of COVID-19 public health precautions; and
WHEREAS, at this time the Town is able to use the CARES Act funding to pay for items incurred by
December 30, 2020 and plans to cover the remaining balance with Debt Issuance; and
WHEREAS, the Town is able to create a complete radio read meter system for residential and
commercial accounts, and pricing has been obtained through request for proposals; and
WHEREAS, it is necessary that Vinton Town Council approve and authorize the Town Manager to
enter into a Master Project Agreement with Core & Main LP for the installation and a
Software as a Service and Spectrum Lease Agreement with Sensus USA Inc. for the
software.
NOW, THEREFORE, BE IT RESOLVED, BY THE COUNCIL OF THE TOWN OF VINTON,
VIRGINIA, AS FOLLOWS:
1. The Master Project Agreement and the Software as a Service and Spectrum Lease Agreement
are hereby approved in a form substantially similar to the ones presented to Council and
approved by the Town Attorney.
2. The Town Manager is hereby authorized, for and on behalf of the Town, to execute and then to
deliver the Agreements and any other necessary documents in furtherance of the same.
This Resolution adopted on motion made by Council Member _________________, seconded by
Council Member __________________, with the following votes recorded:
AYES:
NAYS:
APPROVED:
___________________________________
Bradley E. Grose, Mayor
ATTEST:
__________________________________
Susan N. Johnson, CMC, Town Clerk