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<br /> sEnsus
<br /> If to Sensus:
<br /> Sensus USA Inc.
<br /> PO Box 487
<br /> Uniontown, PA 15401
<br /> Attn: Customer Service
<br /> For all notices other than Purchase Orders or routine customer service, please copy:
<br /> Sensus USA Inc.
<br /> 8601 Six Forks Road, Suite 700
<br /> Raleigh, NC 27615
<br /> Attn: General Counsel
<br /> 5. Software.
<br /> A. Software as a Service (SaaS). Sensus shall provide Customer with Software as a Service, as defined in Exhibit A, until this
<br /> Agreement has been terminated in accordance with its terms.
<br /> B. Sensus Analytics. Sensus shall provide Customer with the proprietary data analytics software and reporting tools as set forth
<br /> in Exhibit A ("Sensus Analytics") until this Agreement has been terminated in accordance with its terms.
<br /> 6. Spectrum
<br /> A. Spectrum Lease. The parties previously entered into that certain Spectrum Lease Agreement with an effective date of August
<br /> 30, 2012, as amended from time to time ("Spectrum Lease"). The parties agree that Section 6 of the Spectrum Lease is hereby
<br /> amended and restated in its entirety as follows: "This Lease will terminate (a) two months after Utility stops transmitting with
<br /> FlexNet equipment manufactured by Sensus; upon termination, revocation or expiration of the FCC License; (c) upon Utility's
<br /> breach of this Agreement or Utility's underlying agreement with Sensus; or (d) termination of that certain Advanced Metering
<br /> Infrastructure (AMI) Agreement dated as of , 2016, by and between the Utility and Sensus.
<br /> 7. General Terms and Conditions.
<br /> A. Payment. All payment and pricing is subject to the terms in Exhibit C.
<br /> B. Limitation of Liability.
<br /> i. Sensus' aggregate liability in any and all causes of action arising under, out of or in relation to this Agreement, its
<br /> negotiation, performance, breach or termination (collectively "Causes of Action") shall not exceed the greater of; (a) the
<br /> total amount paid by Customer directly to Sensus under this Agreement; or (b) ten thousand US dollars (USD 10,000.00).
<br /> This is so whether the Causes of Action are in tort, including, without limitation, negligence or strict liability, in contract,
<br /> under statute or otherwise. As separate and independent limitations on liability, Sensus' liability shall be limited to
<br /> direct damages. Sensus shall not be liable for; (i) any indirect, incidental, special or consequential damages; nor (ii) any
<br /> revenue or profits lost by Customer or its Affiliates from any End User(s), irrespective whether such lost revenue or
<br /> profits is categorized as direct damages or otherwise; nor (iii) any In/Out Costs; nor (iv) manual meter read costs and
<br /> expenses; nor (v) damages arising from maincase or bottom plate breakage caused by freezing temperatures, water
<br /> hammer conditions, or excessive water pressure. The limitations on liability set forth in this Agreement are fundamental
<br /> inducements to Sensus entering into this Agreement. They apply unconditionally and in all respects. They are to be
<br /> interpreted broadly so as to give Sensus the maximum protection permitted under law. The forgoing sentences
<br /> notwithstanding, the provisions of this Section 7.B.i shall not limit Sensus' indemnification obligations pursuant to
<br /> Section 7.0 of this Agreement.
<br /> C. Indemnification.
<br /> i. Sensus shall, to the fullest extent allowed by law, with respect to the performance of this Agreement, defend with
<br /> counsel acceptable to Customer, indemnify, and hold Customer, its officers, employees, agents, and volunteers
<br /> ("Indemnitees"), harmless from and against any and all Third Party Claims of personal injury or tangible property damage
<br /> that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Sensus, its subcontractor,
<br /> or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. Sensus
<br /> will bear all losses, costs, damages, expense and liability of every kind, nature and description, including attorneys' fees,
<br /> experts fees, court costs and disbursements, that arise out of, pertain to, or relate to such Third Party Claims, whether
<br /> directly or indirectly ("Liability"). Such obligations to defend, hold harmless and indemnify the Customer shall not apply
<br /> to the extent that such Liability is caused by the gross negligence or willful misconduct of the Customer. As used in this
<br /> Agreement, "Third Party Claims" means claims brought against Customer by a Person that is not Sensus. To avoid doubt,
<br /> "Third Party Claims" does not include disputes between the Parties. It is meant to cover only third party claims by
<br /> persons or entities other than Customer or Sensus. Sensus shall have the right to select counsel in such proceedings,
<br /> subject to Customer's reasonable approval, and control such proceedings and shall be responsible for the legal costs
<br /> thereof as well as any judgment rendered therein or settlement reached therein, provided, however, that Sensus shall
<br /> not settle any claim which may affect the Customer without Customer's prior written approval.
<br /> ii. To the extent required by law, with respect to third party claims against Sensus, Sensus waives any and all rights of any
<br /> type of express or implied indemnity against the Indemnitees. However, notwithstanding the foregoing, in accordance
<br /> REV: 10-07-16 JS
<br /> CONFIDENTIAL Q] Page 3 of 30
<br /> ATTY/AGR.2016.295/Sensus USA Inc. - AMI Software Agreement
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