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W . � sEnsus
<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-:VII".
<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: 10-07-16 JS
<br /> CONFIDENTIAL Pi Page 6 of 30
<br /> ATTY/AGR.2016.295/Sensus USA Inc. - AMI Software Agreement
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