Okaloosa County BOCC — January 17, 2017 — Software as a Service Agreement

i e R SENSUS Software as a Service Agreement between Okaloosa County (“Customer”) and Sensus USA Inc. (“Sensus”) IN WITNESS WHEREOF, the parties have caused this Software as a Service Agreement (“Agreement”) to be executed by their duly authorized representatives as of the day and year written below. The date of the last party to sign is the “Effective Date.” This Agreement shall commence on the Effective Date and continue for/until: 5 Years (“Initial Term”). At the end of the Initial Term, this Agreement shall automatically renew for an additional term of 5 years (“Renewal Term”), unless either party provides written notice of its intent not to renew at least sixty (60) days prior to the end of the Initial Term. The “Term” shall refer to both the Initial Term and the Renewal Term. Sensus USFA)J"IC. J\ Customer: Okaloosa County By: Jenn e By: Name: 1 F M \.‘\'& RRLGE R Name: Carolyn N. Ketchel Title: VIO SM\QS VA \WauteC Title: Chairman, Board of County Commissioners Date: ‘3\/&)/ /6 Date: Contents of this Agreement: SaaS Agreement Exhibit A Software Exhibit B Technical Support Exhibit C Payment Terms CONFIDENTIAL | Page 1 of 12 SEMNSUS SaaS Agreement Existing Agreement. Sensus and Customer separately entered into contract C01-0614-WS on August 26, 2013 which provides for Customer's purchase of water meters and other associated products (‘lnitial Purchasing Contract’). The Initial Contract was subsequently amended on July 21, 2016 to extend the term and amend pricing (*Amended Purchasing Confract’). Togsther, the Initial Purchasing Contract and the Amended Purchasing Contract are referred to in this Agreement as the “Existing Purchase Contract’). The pricing of the Existing Purchase Contract shall apply to the services provided by Sensus in this Agreement. In the event of any direct conflicts befween the Existing Purchase Contract and this Agreement, this Agreement shall control. Software. A, Software as a Service {SaaS). Sensus shall provide Customer with Software as a Service, as defined in Exhibit A, only so long as Customer is current in its payments for such services. B. UCITA. To the maximum exient 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. Equipment, A, Purchase of Equipment. Customer is not required to purchase any equipment under this Agreement. In the event Customer elects to purchase equipment, Customer shall purchase all Field Devices, RF Field Equipment, and other goods (collectively, “Equipment”} in accordance with the process described in the Existing Purchase Contract. If Customer elects to purchase any equipment or services directly from Sensus, or if Customer pays any fees or other costs to Sensus, then Sensus' Terms of Sale shall apply. The "Terms of Sale” are available at: hito:/www sensus.com/TC, or 1-800-METER-IT. B. THERE ARE NO WARRANTIES IN THIS AGREEMENT, EXPRESS OR IMPLIED. SENSUS EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT AND TITLE. Services. A, IT Systems Integration Services. Integration of the Software into Customer's new or existing intemnal IT systems Is not included in this Agreement. Any integration work shall be subject to a separate agreement which describes the scope and pricing for such work. B. Technical Support. Sensus shall provide Customer the technical support set forth in Exhibit B. C. Project Management. Project management of the AMI System is not included in this Agreement. Any project management shall be subject to a separate agresment which describes the scope and pricing for such work. D. Training. Training on the use of the AMI System is not included in this Agreement. Any t