Smyrna GA_Sensus SaaS and Spectrum Lease Agreement_2026-01-22
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5 Part 2: Agreement 1. General A. Agreement Generally. The scope of this Agreement includes Sensus providing the specified services, usage terms for Sensus’ hosted Software solution, leased spectrum, technical support, and supporting terms and conditions for an advanced metering infrastructure solution in consideration of Customer’s purchase and payment to Sensus’ Authorized Distributor under separate agreement by and between Customer and Sensus’ Authorized Distributor, for all such goods and services. 2. Software. A. Software as a Service (“SaaS”) i Sensus shall provide Customer with SaaS, as defined in Exhibit A, and Technical Support during the Term and only so long as Customer is current in its payments for such services. Upon the expiration or termination of this Agreement, Sensus will have no obligation to provide any further Services or Technical Support. ii Sensus will provide Technical Support for any given Release in accordance with Exhibit B for four (4) years from the date Sensus issues the Release. Sensus will provide Engineering Support of any given release for two (2) years from the date Sensus issues the Release. Notwithstanding the foregoing, in the event of a critical security vulnerability (in Sensus’ reasonable discretion), Customer acknowledges (i) that in order to receive particular vulnerability or defect corrections (whether by Patch, Update or Upgrade), Customer may need to move to a more recent supported Release of the Software, and (ii) Sensus reserves the right to discontinue supporting Releases of the Software, including in the event such Software has been identified by Sensus as end of life. Sensus may declare Software “end of life” upon either (i) the relevant window of Technical Support or Engineering Support ending or (ii) becoming aware of a security incident or vulnerability. B. UCITA. To the maximum extent permitted by law, the parties agree that the Uniform Computer Information Transaction Act as enacted by any state shall not apply, in whole or in part, to this Agreement. 3. Spectrum A.Definitions in this Section. In this Section only, “Sensus” shall mean Sensus USA Inc. and its wholly owned subsidiary, Sensus Spectrum LLC. B.Spectrum Lease. Sensus hereby grants to Customer, and Customer accepts, a spectrum manager lease (“Spectrum Lease”) over the frequencies of certain FCC license(s) (“FCC License”) solely within Customer’s Service Territory. (The frequencies of the FCC License within Customer’s geographic Service Territory are called the “Leased Spectrum”). Customer shall pay the Ongoing Fees for use of the Leased Spectrum. C.FCC Forms. At the Federal Communications Commission (“FCC”), Sensus will; (1) obtain an FCC Registration Number (“FRN”)) for Customer; (2) submit on behalf of Customer the FCC Form 602 Ownership Disclosure Information if Customer has not already done so; and (3) file a FCC Form 608, notification/application for long-term spectrum manager lease. This Lease becomes effective when the FCC accepts the FCC Form 608. D.Lease Application. In order to complete the FCC lease application, Customer will promptly: i. Complete and sign the representations in Part 1 of this Agreement such that Customer demonstrates it qualifies for a spectrum lease under FCC rules. Customer’s signature will indicate that Customer authorizes Sensus to; (1) obtain an FRN on behalf of Customer; (2) submit the FCC Form 602 Ownership Disclosure Information on behalf of Customer if Customer has not already done so; and (3) file the spectrum manager lease notification on FCC Form 608 with the Customer as spectrum lessee. ii. Give Sensus the coordinates of the boundaries of Customer’s Service Territory or, alternatively, approve Sensus’ estimation of the same. iii. If Customer has not already done so; Customer hereby authorizes Sensus to apply on Customer’s behalf and obtain for Customer a Federal Registration Number (FRN, the FCC’s unique identifier for each licensee) and shall supply Sensus with Customer’s Taxpayer Identification Number (“TIN”). iv. Provide any other information or other cooperation reasonably necessary for the Parties to perform as set forth herein. E.Permitted Use of Spectrum Lease and Equipment. Customer may transmit or receive over the Leased Spectrum only in the Service Territory and only using FlexNet equipment manufactured by Sensus and used in accordance with Sensus’ specifications. Customer may use the Leased Spectrum only to read and direct Field Devices or any other operation approved by Sensus in writing. Without limiting the foregoing, Customer is prohibited from reselling, subleasing or sublicensing the FlexNet Equipment and Leased Spectrum, and from transmitting voice communications over the Leased Spectrum. For each piece of RF Field Equipment used by Customer, Customer shall affix a Sensus-supplied label to the exterior of the RF Field Equipment cabinet or other appropriate visible place to indicate that RF operation is conducted under authority of FCC License(s) issued to Sensus. F.Term of Spectrum Lease. Unless terminated earlier (because, for example, Customer stops using the FlexNet equipment or because this Agreement terminates or expires for any reason), this Spectrum Lease will have the same term as the FCC license. If Customer is operating in compliance with this Agreement and is current on any payments owed to Sensus, when the FCC License renews, the Parties will apply to the FCC to renew this Spectrum Lease. G.Termination of Spectrum Lease. The Spectrum Lease will terminate: (a) two months after Customer stops transmitting with FlexNet equipment manufactured by Sensus; (b) upon termination, revocation or expiration of the FCC License; (c) upon Customer’s breach of this Agreement; or (d) upon termination or expiration of this Agreement for any reason. H.FCC Compliance. The following FCC requirements apply i. Pursuant to 47 CFR 1.9040(a); a. Customer must comply at all times with applicable FCC rules. This Agreement may be revoked by Sensus or the FCC if Customer fails to so comply; b. If the FCC License is terminated, Customer has no continuing right to use the Leased Spectrum unless otherwise authorized by the FCC; c. This Agreement is not an assignment, sale or other transfer of the FCC License; d. This Agreement may not be assigned except upon written consent of Sensus, which consent may be withheld in its discretion; and e. In any event, Sensus will not consent to an assignment that does not satisfy FCC rules.