Smyrna GA_Sensus SaaS and Spectrum Lease Agreement_2026-01-22
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Exhibit A
Software
Software as a Service
1. Description of Services.
This exhibit contains the details of the SaaS that Sensus shall provide to Customer if both; (i) pricing for the application of Software as
a Service has been provided to the Customer; and (ii) the Customer is current in its payments to Sensus’ authorized distributor for such
application of Software as a Service.
A. Software as a Service Generally.
SaaS is a managed service in which Sensus will be responsible for the day-to-day monitoring, maintenance, management, and
supporting of Customer’s Software tenant in Sensus’ (or its subcontractor’s) data centers. In a Software as a Service solution,
Sensus owns (or has third parties operate or provide on its behalf) all components of the solution (server hardware, storage, data
center, network equipment, Sensus software, and all third-party software) required to run and operate the Applications listed
below. These software applications consist of the following (each an “Application”):
Regional Network Interface (RNI) Software
Sensus Analytics Software
oA la carte Modules
Xylem Data Lake
The managed application systems consist of the hardware, Sensus Software, and other third-party software that is required to
operate the Applications. Each Application will have a production and disaster recovery (as described below) environment Test
environments are not provided unless otherwise specifically agreed by Sensus in writing. Sensus will manage the Applications by
providing 24 x 7 x 365 monitoring of the availability and performance of the Applications.
B. Use of Software as a Service. Subject to the terms of this Agreement, Sensus shall make Software as a Service available to
Customer to access and use solely for the Permitted Use and solely for so long as Customer is current in its payments to Sensus
or its authorized distributor for Software as a Service. The Software as a Service term commences on the date that Sensus first
makes Software as a Service available to Customer for use and ends upon the earlier of: (i) the expiration or termination of the
Agreement; (ii) breach by Customer of this exhibit or the Agreement; or (iii) Customer’s termination of Software as a Service as
set forth in paragraph (C) below.
C. Termination of an Application. Customer shall have the option at any time before the end of the Term to terminate any
Application by giving Sensus one hundred twenty (120) days prior written notice. Such notice, once delivered to Sensus, is
irrevocable. Should Customer elect to terminate any Application, Customer acknowledges that; (a) Customer shall pay all
applicable fees, including any unpaid Software as a Service fees due in the current calendar year plus a ten percent (10%) early
termination fee, where such fee is calculated based on the annual Software as a Service fee due in the current calendar year; and
(b) Software as a Service for such Application shall immediately cease. If Customer elects to terminate the RNI Application in the
Software as a Service environment but the Agreement has not expired or terminated, then upon delivery of the notice to Sensus,
Customer shall purchase the necessary (a) RNI hardware from a third party and (b) RNI software license at Sensus' then-current
pricing. No portion of the Software as a Service fees shall be applied to the purchase of the RNI hardware or software license.
D. Software as a Service means only the following services:
i. Sensus will provide the use of required hardware and or virtual environments, located at Sensus’ or a third-party’s data
center facility (as determined by Sensus), that is necessary to operate the Application.
ii. Sensus will provide production and disaster recovery environments for Applications.
iii. Sensus will provide Patches, Updates, and Upgrades to latest Sensus Hosted Software release.
iv. Sensus will configure and manage the equipment (server hardware, routers, switches, firewalls, etc.) in the data centers:
a. Network addresses and virtual private networks (VPN)
b. Standard time source (NTP or GPS)
c. Security access points
d. Respond to relevant alarms and notifications.
v. Capacity and performance management. Sensus will:
a. Monitor capacity and performance of the Application server and software applications 24x7x365 using KPI metrics,
thresholds, and alerts to proactively identify any potential issues related to system capacity and/or performance (i.e.,
database, backspool, logs, message broker storage, etc.)
b. If an issue is identified to have a potential impact to the system, Sensus will open an incident ticket and manage the
ticket through resolution per Exhibit B, Technical Support.
c. Manage and maintain the performance of the server and perform any change or configuration to the server, in
accordance to standard configuration and change management policies and procedures.
d. Manage and maintain the server storage capacity and performance of the Storage Area Network (SAN), in accordance
to standard configuration and change management policies and procedures.
e. Exceptions may occur to the system that require Sensus to take immediate action to maintain the system capacity and
performance levels, and Sensus has authority to make changes without Customer approval as needed, in accordance
to standard configuration and change management policies and procedures.
vi. Database management. Sensus will:
a. Implement the data retention plan and policy and will provide the policy upon request.
b. Monitor space and capacity requirements.
c. Respond to database alarms and notifications.