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<br /> pursuant to judicial order or other compulsion of law. Sensus acknowledges that Customer is a public agency that is
<br /> subject to the Brown Act (California Government Code Section 5490 et seq.) and that this Agreement or portions thereof
<br /> may be subject to public disclosure without notice to Sensus. Further, Sensus acknowledges that Customer is subject to
<br /> documents requests pursuant to the California Public Records Act and Freedom of Information Act. Customer shall notify
<br /> Sensus within five (5) business days of receiving a request under the Acts for any records which would constitute
<br /> Confidential Information and to the extent allowed by law, Customer shall apply exceptions to disclosure of the
<br /> Confidential Information that are applicable under the Acts. If a suit is filed by a member of the public with respect to
<br /> any such request, Customer will cooperate in any action to intervene filed by Sensus. Notwithstanding any provision in
<br /> this Agreement to the contrary, Sensus will indemnify and hold harmless City for any and all costs and attorneys' fees
<br /> awarded to a prevailing plaintiff arising out of or related to a suit which result from Customer's actions, taken at Sensus'
<br /> request, in compliance with this provision in protecting the Confidential Information from public disclosure. "Discloser"
<br /> means either party that discloses Confidential Information, and "Recipient" means either party that receives it.
<br /> G. Non-Waiver of Rights. The failure or delay of either party to enforce any of the articles or other provisions of this Agreement
<br /> will not in any way affect, limit or waive that party's right to enforce and compel strict compliance with the same or other
<br /> articles or provisions. A waiver by either party of a breach of this agreement shall not be deemed to be a waiver of future
<br /> breaches of the same or other articles or provisions.
<br /> H. Assignment and Sub-contracting. Either party may assign, transfer or delegate this Agreement without requiring the other
<br /> 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
<br /> from the foregoing, neither party may assign, transfer or delegate this Agreement without the prior written consent of the
<br /> other, which consent shall not be unreasonably withheld. Furthermore, Customer acknowledges Sensus may use
<br /> subcontractors to perform RF Field Equipment installation, the systems integration work (if applicable), or project
<br /> management (if applicable), without requiring Customer's consent.
<br /> I. Amendments. No alteration, amendment, or other modification shall be binding unless in writing and signed by both
<br /> Customer and Sensus.
<br /> J. Governing Law and Dispute Resolution. This Agreement shall be governed by, construed and enforced in accordance with
<br /> the laws of the State of California. Any and all disputes arising under, out of, or in relation to this Agreement, its negotiation,
<br /> performance or termination ("Disputes') shall first be resolved by the Parties attempting mediation in California. If the
<br /> Dispute is not resolved within sixty (60) days of the commencement of the mediation, it shall be litigated by a court of
<br /> competent jurisdiction in the County of San Mateo, State of California or, as appropriate, in the United States District Court,
<br /> Northern District of California.
<br /> K. Survival. The provisions of this Agreement that are applicable to circumstances arising after its termination or expiration
<br /> shall survive such termination or expiration.
<br /> L. Severability. In the event any provision of this Agreement is held to be void, unlawful or otherwise unenforceable, that
<br /> provision will be severed from the remainder of the Agreement and replaced automatically by a provision containing terms as
<br /> nearly like the void, unlawful, or unenforceable provision as possible; and the Agreement, as so modified, will continue to be
<br /> in full force and effect.
<br /> M. Four Corners. This written Agreement, including all of its exhibits, represents the entire understanding between and
<br /> obligations of the parties and supersedes all prior understandings, agreements, negotiations, and proposals, whether written
<br /> or oral, formal or informal between the parties. Any additional writings shall not modify any limitations or remedies provided
<br /> in the Agreement. There are no other terms or conditions, oral, written, electronic or otherwise. There are no implied
<br /> obligations. All obligations are specifically set forth in this Agreement. Further, there are no representations that induced
<br /> this Agreement that are not included in it. The ONLY operative provisions are set forth in writing in this Agreement. Without
<br /> limiting the generality of the foregoing, no purchase order placed by or on behalf of Customer shall alter any of the terms of
<br /> this Agreement. The parties agree that such documents are for administrative purposes only, even if they have terms and
<br /> conditions printed on them and even if and when they are accepted and/or processed by Sensus. The foregoing provisions
<br /> notwithstanding, any goods, software or services delivered or provided in anticipation of this Agreement (for e.g., as part of a
<br /> pilot or because this Agreement has not yet been signed but the parties have begun the deployment) under purchase orders
<br /> placed prior to the execution of this Agreement shall be governed by such purchase orders and not by the terms of this
<br /> Agreement.
<br /> N. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original,
<br /> but all of which together shall constitute one and the same instrument. .
<br /> 0. Warranties.
<br /> i. Warranty. The Equipment purchased directly from Sensus is warranted as set forth in this subsection (iv).
<br /> (a) Sensus warrants its water metering equipment and SmartPoint Modules according to the terms and conditions
<br /> (including all limitations and exclusions) in the Sensus G-500 warranty, available at:
<br /> http://sensus.com/TC/TermsConditions.pdf (click on the "G500" link), or 1-800-METER-IT ("G-500 Warranty"). To
<br /> the extent the terms of the G-500 Warranty conflict with the terms in this Agreement, the terms of this Agreement
<br /> shall control.
<br /> (b) Sensus warrants all other goods, software, and services, except for the water metering equipment and SmartPoint
<br /> REV: 10-07-16 JS
<br /> CONFIDENTIAL III Page 5 of 30
<br /> ATTY/AGR.2016.295/Sensus USA Inc. - AMI Software Agreement
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