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6.1.J. - Page 9
<br /> SEf1SUS
<br /> Modules, according to the terms and conditions (including all limitations and exclusions) in the Sensus Limited
<br /> Warranty,available at:http://sensus.com/TC/TermsConditions.pdf(click on the"General Warranty"link),or 1-800-
<br /> METER-IT("General Limited Warranty"). To the extent the terms of the General Limited Warranty conflict with the
<br /> terms in this Agreement,the terms of this Agreement shall control.
<br /> (c) The G-500 Warranty and the General Limited Warranty are hereby incorporated by reference as if fully set forth
<br /> herein.
<br /> P. Limitations and Exclusions.THE WARRANTIES IN THIS AGREEMENT,THE G-500 WARRANTY,AND THE GENERAL LIMITED
<br /> WARRANTY ARE THE ONLY WARRANTIES GIVEN WITH RESPECT TO THE GOODS,SOFTWARE LICENSES,AND SERVICES SOLD
<br /> OR OTHERWISE PROVIDED BY SENSUS. SENSUS EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS,
<br /> WARRANTIES AND/OR CONDITIONS, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER IN
<br /> CONNECTION WITH THIS AGREEMENT,INCLUDING WITHOUT LIMITATION,WARRANTIES AS TO FITNESS FOR A PARTICULAR
<br /> PURPOSE,MERCHANTABILITY,NON-INFRINGEMENT AND TITLE.
<br /> Q. Insurance. Sensus shall obtain and maintain for the duration of the Agreement and any and all amendments, insurance
<br /> against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the
<br /> Services by Sensus or Sensus' agents, representatives, employees or subcontractors. The insurance carrier is required to
<br /> maintain an A.M.Best rating of not less than"A-:V11".
<br /> i. Coverages and Limits. Sensus, at its sole expense, shall maintain the types of coverages and minimum limits indicated
<br /> below,unless otherwise approved by Customer in writing. These minimum amounts of coverage will not constitute any
<br /> limitations or cap on Sensus'indemnification obligations under this Agreement.
<br /> (a) Commercial General Liability Insurance. Sensus shall maintain occurrence based coverage with limits not less than
<br /> $2,000,000 per occurrence.If the submitted policies contain aggregate limits,such limits will apply separately to the
<br /> Services, project, or location that is the subject of this Agreement or the aggregate will be twice the required per
<br /> occurrence limit. The Commercial General Liability insurance policy shall be endorsed to name the Customer, its
<br /> officers, agents, employees and volunteers as additional insureds, and to state that the insurance will be primary
<br /> and not contribute with any insurance or self-insurance maintained by the Customer.
<br /> (b) Business Automobile Liability Insurance. Sensus shall maintain coverage with limits not less than$1,000,000 per
<br /> each accident for owned,hired and non-owned automobiles.
<br /> (c) Workers' Compensation Insurance. Sensus shall maintain coverage as required by the California Labor Code.The
<br /> Workers' Compensation policy shall contain an endorsement stating that the insurer waives any right to
<br /> subrogation against the Customer,its officers,agents,employees and volunteers.
<br /> (d) Employer's Liability Insurance. Sensus shall maintain coverage with limits not less than $1,000,000 per each
<br /> accident for bodily injury or disease.
<br /> (e) Professional Liability Insurance.Sensus shall maintain coverage with limits not less than $1,000,000 per
<br /> occurrence. Professional Liability may be written as claims-made coverage.
<br /> (f) Cyber Liability Insurance. Sensus shall maintain coverage with limits not less than $1 million for each occurrence
<br /> and an annual aggregate of$2 million covering claims involving privacy violations, information theft,damage to or
<br /> destruction of electronic information, intentional and/or unintentional release of private information,alteration of
<br /> electronic information, extortion and network security. Such coverage is required only if any products and/or
<br /> services related to information technology(including hardware and/or software)are provided to Customer and for
<br /> claims involving any professional services for which Sensus is engaged with insured for such length of time as
<br /> necessary to cover any and all claims.
<br /> ii. Notice of Cancellation. This insurance will be in force during the life of the Agreement and any extensions of it and will
<br /> not be canceled without Sensus providing thirty(30)days prior written notice to Customer sent pursuant to the Notice
<br /> provisions of this Agreement.
<br /> iii. Providing Certificates of Insurance and Endorsements. Prior to performing services under this Agreement, Sensus shall
<br /> provide to Customer certificates of insurance and above-referenced endorsements sufficient to satisfaction of
<br /> Customer's Risk Manager. In no event shall Sensus commence any work or provide any Services under this Agreement
<br /> until certificates of insurance and endorsements have been accepted by Customer's Risk Manager.
<br /> iv. Failure to Maintain Coverage. If Sensus fails to comply with these insurance requirements, then Customer will have the
<br /> option to declare Sensus in breach.
<br /> v. Submission of Insurance Policies. Customer reserves the right to require, at any time, complete copies of any or all
<br /> required insurance policies and endorsements.
<br /> 8. Definitions. As used in this Agreement,the following terms shall have the following meanings:
<br /> A. "Affiliate" of a party means any other entity controlling, controlled by, or under common control with such party, where
<br /> REV:10-07-161 S
<br /> CONFIDENTIAL B Page 6 of 30
<br /> ATTY/AGR.2016.295/Sensus USA Inc.-AMI Software Agreement
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