Smyrna GA_Sensus SaaS and Spectrum Lease Agreement_2026-01-22

SHA-256 0e973b4947dd10348341a4d36810a939afa08e7cafa4ec62eff2fa2e5dd3c5d8 · Captured source extract

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xv. Maintain industry standard cybersecurity controls, standards, and best practices.
xvi. Monitor for and promptly implement Patches, Updates, and Upgrades, both as provided by Sensus and other third-party
software and hardware providers.
F. Software as a Service does not include any of the following services:
i. Parts or labor required to repair damage to any field network equipment that is the result of a Force Majeure event.
ii. Any integration between applications, such as Harris MeterSense, would require a Professional Services contract agreement
to be scoped, submitted, and agreed in a signed writing between Sensus and all the applicable parties.
If an item is not listed in subparagraphs in item (D) above, such item is excluded from the Software as a Service and is
subject to additional pricing.
2. Further Agreements
A. System Uptime Rate.
i. Sensus (or its contractor) shall manage and maintain the Application(s) on computers owned or controlled by Sensus (or its
contractors) and shall provide Customer access to the managed Application(s) via internet or point to point connection (i.e.,
Managed-Access use), according to the terms below. Sensus endeavors to maintain an average System Uptime Rate equal
to ninety-nine (99.0) per Month (as defined below). The System Uptime Rate, cumulative across all Applications, shall be
calculated as follows:
System Uptime Rate = 100 x (TMO – Total Non-Scheduled Downtime minutes in the Month)
TMO
ii.Calculations
a.Targeted Minutes of Operation or TMO means total minutes cumulative across all Applications in the applicable
month minus the Scheduled Downtime in the Month.
b.Scheduled Downtime means the number of minutes during the Month, as measured by Sensus, in which access to
any Application is scheduled to be unavailable for use by Customer due to planned system maintenance. Sensus shall
provide Customer notice (via email or otherwise) at least seven (7) days in advance of commencement of the
Scheduled Downtime.
c.Non-Scheduled Downtime means the number of minutes during the Month, as measured by Sensus, in which access
to any Application is unavailable for use by Customer due to reasons other than Scheduled Downtime or the
Exceptions, as defined below (e.g., due to a need for unplanned maintenance or repair).
iii.Exceptions. Exceptions mean the following events:
 Force Majeure;
 Emergency Work, as defined below; and
 Lack of Internet Availability, as described below.
a.Emergency Work. In the event that Force Majeure, emergencies, security incidents, dangerous conditions or other
exceptional circumstances arise or continue during TMO, Sensus shall be entitled to take any actions that Sensus, in
good faith, determines is necessary or advisable to prevent, remedy, mitigate, or otherwise address actual or potential
harm, interruption, loss, threat, security or like concern to any of the Application(s) (“Emergency Work”). Such
Emergency Work may include, but is not limited to: analysis, testing, repair, maintenance, re-setting and other servicing
of the hardware, cabling, networks, software and other devices, materials and systems through which access to and/or
use of the Application(s) by the Customer is made available (the “Managed Systems”). Sensus shall endeavor to
provide advance notice of such Emergency Work to Customer when practicable and possible.
b.Lack of Internet Availability. Sensus shall not be responsible for any deterioration of performance attributable to
latencies in the public internet or point-to-point network connection operated by a third party. Customer expressly
acknowledges and agrees that Sensus does not and cannot control the flow of data to or from Sensus’ networks and
other portions of the Internet, and that such flow depends in part on the performance of Internet services provided or
controlled by third parties, and that at times, actions or inactions of such third parties can impair or disrupt data
transmitted through, and/or Customer’s connections to, the Internet or point-to-point data connection (or portions
thereof). Although Sensus will use commercially reasonable efforts to take actions Sensus may deem appropriate to
mitigate the effects of any such events, Sensus cannot guarantee that such events will not occur. Accordingly, Sensus
disclaims any and all liability resulting from or relating to such events.
iv.System Availability. For each month that the System Uptime Rates for the production RNI falls below 99.0%, Sensus will
issue Customer the following Service Level Credits:
System Uptime Rate per calendar month Service Level Credit
Less than 99.0% but at least 97.5% 5% of the monthly RNI SaaS Fees in which the service
level default occurred (Note: SaaS fees are pre-paid
annually and for purposes of Service Level Credits are
computed on a monthly basis.)
Less than 97.5% but at least 95.0% 10% of the monthly RNI SaaS Fees in which the
service level default occurred
Less than 95.0% 20% of the monthly RNI SaaS Fees in which the
service level default occurred
Service Level Credits for any single month shall not exceed 20% of the RNI SaaS Fee associated with the month in which
the service level default occurred. Sensus records and data will be the sole basis for all Service Level Credit calculations
and determinations, provided that such records and data must be made available to Customer for review and agreement by
Customer. To receive a Service Level Credit, Customer must issue a written request no later than ten (10) days after the