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5Ef5U5 AMI AGREEMENT Equipment. A. Applicability. The terms of this Section 1 shall apply only to Equipment (as defined below) that is purchased on or after the effective date of this Agreement. B. Purchase of Equipment. i. Equipment. Customer may purchase from Sensus Field Devices, RF Field Equipment, and other goods (collectively, " Equipment") via separate purchase order pursuant to the terms and conditions of this Agreement. Customer is not obligated to purchase any Equipment hereunder. This provision shall apply to any Equipment purchased by Customer. ii. Delivery. Customer shall pay for delivery of the Equipment from Sensus' or Sensus' contracted manufacturers' factory to Customer's warehouse. All Equipment is shipped Ex Works shipping point, prepay freight and add. Title to, and property in, the Equipment shall pass to Customer upon delivery to Customer's warehouse. Risk of loss of the Equipment shall also pass to Customer upon delivery to Customer's warehouse. iii. Project Number. Customer shall include the Sensus project number on all Purchase Orders. Orders submitted to Sensus may not be canceled or amended, or deliveries deferred, by Customer except with Sensus' prior written consent. C. Ongoing Maintenance of Equipment. i. Field Devices. Customer shall be responsible for the ongoing maintenance of the Field Devices. Customer shall provide the field services labor to visit a problem Field Device and perform diagnostics and repair or replacement. ii. RF Field Equipment. Unless otherwise agreed in a separate written maintenance agreement, Customer shall be responsible for the ongoing maintenance of the RF Field Equipment. Independent of a separate maintenance agreement, Customer shall be responsible for the ongoing monthly operations and expenses related to the RF Field Equipment, including any leasing costs, construction costs, taxes and costs of WAN Backhaul. Further, Customer shall pay for electric power to the RF Field Equipment. iii. Server Hardware. Customer shall be responsible for the ongoing maintenance of the Server Hardware. If the Server Hardware is located on Customer's property, Customer shall allow Sensus 24x7x365 remote and physical access to the Server Hardware. Remote access to the Server Hardware must be through a high speed VPN. The high speed VPN shall comply with the requirements indicated by Sensus from time to time. 2. Services. A. Installation of Equipment. i. Generally. As of the Effective Date, Customer does not anticipate purchasing or installing additional Equipment. Should Customer opt to purchase additional Equipment, installation shall be priced and scoped separately. B. Software Implementation. Sensus shall install and configure the Software and shall install the Software on the Server Hardware. C. IT Systems Integration Services. Integration of the Software into Customer's new or existing internal IT systems is not included in this Agreement. D. Technical Support. Sensus shall provide Customer the technical support set forth in Exhibit B. E. Project Management. Project Management of the AMI System is not included in this Agreement. F. Training. Training on the use of the AMI System is not included in this Agreement. 3. Term. A. This Agreement shall commence on the Effective Date and continue for a 5 Year ("Term"), provided that the agreement may be renewed for two additional five (5) year terms (each, a "Renewal Term") at Customer's election. Customer shall notify Sensus at least sixty (60) days prior to the end of the then-current Term or Renewal Term of its intention to renew. At the end of the then-current Term or Renewal Term if Customer has not elected to renew or at the end of the second Renewal Term, the Agreement shall terminate and Customer shall have no right to access the Software as a Service and the Spectrum Lease shall also terminate. 4. Notices. A. All notices and other communications required or permitted under this Agreement must be in writing and will be deemed given when: Delivered personally; sent by United States registered or certified mail, return receipt requested; confirmed by United States first class mail; or sent by overnight courier. Notices must be sent to the addresses herein listed or to such other place as the party may subsequently designate for its receipt of notices. B. For Customer: City of Redwood City Attention: Public Works Director 1400 Broadway Street Redwood City, CA 94063 (650) 780-7000 REV: 10-07-16 JS CONFIDENTIAL li) Page 2 of 30 ATTY/AGR.2016.295/Sensus USA Inc. - AMI Software Agreement