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

long as Customer is current in its payments for the Applications (“Usage License™). This Usage License shall commence on the Effective Date and shall terminate upon the earlier of, (i) the expiration or termination of this Agreement for any reason; (ii) if Customer uses the Applications provided hereunder other than for the Permitted Use; and {iif) the Application is terminated as set forth below. C. Termination of Software as a Service. Customer shall have the option at any time after full deployment but 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; 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 does not terminate the Agreement generally, then upon delivery of the natice to Sensus, Customer shall purchase the necessary (a) RNI hardware and (b} RNI software license, each 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, 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 Application. li. 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) ¢ Security access points d. Respond to relevant alams and notifications v. Capacity and performance management. Sensus will: a. Monitor capacity and performance of the Application server and software applications 24x7 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, efc.) b. If anissue 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. ¢ 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 precedures. 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. Define data retention plan and policy. b. Monitor space and capacity requirements. ¢. Respond to database alarms and notifications. d. Install database software upgrades and pafches. e. Perform routine database maintenance and cleanup of database to improve capacity and performance, such as rebuilding indexes, updating indexes, consistency checks, run SQL query/agent jobs, etc, vii. Incident and Problem Management. Sensus will: Proactively monitor managed systems (24x7x365) for key events and thresholds to proactively detect and identify incidents. Respond to incidents and problems that may occur to the Application(s}. Maintain policies and procedures for responding to incidents and performing root cause analysis for ongoing problems. Correlate incidents and problems where applicable. Sensus personnel will use the Salesforce Self Service Portal to document and track incidents. In the event that a Sensus personnel is unable to resolve an issue, the issue will be escalated to the appropriate Subject Matter Expert (SME). g. Maintain responsibility for managing incident and problems through resolution and will coordinate with Customer's personnel and/or any required third-party vendor to resolve the issue. ~e oo oo CONFIDENTIAL | Page 5 of 12 s SEMNSUS h. Provide telephone support consistent with Exhibit B, Technical Support in the case of undetected events. viil. Security Management. Sensus wil: a. Monitor the physical and cyber security of the server and Application(s) 24x7 to ensure system is highly secure in accordance with NIST Security Standards. Perform active Intrusion prevention and detection of the data center network and firewalls, and monitor logs and alerts. Conduct period penetration testing of the network and data center facilities. Conduct monthly vulnerability scanning by both internal staff and extemal vendors. Perform Anti-Virus and Malware patch management on all systems. Install updates to virus protection software and related files (including Virus signature files and similar files) on alt servers from the update being generally available from the anti-virus software provider. Respond to any potential threat found on the system and work to eliminate Virus or Malware found. Sensus adheres to and submits certification to NERC/CIP Cyher Security standards. I Sensus actively participates/monitors industry regulation/standards regarding security ~ NERC, FERC, NIST, OpenSG, etc. through the dedicated Sensus Security team. . Provide secure web portal access (SSL) to the Application(s). ix. Backup and Disaster Recovery Management. Sensus will a. Perform daily backups of data providing one (1) year of history for auditing and restoration purposes. b. Back-up and store data (on tapes or other storage media as appropriate) off-site to provide protection against disasters and to meet file recovery needs. ¢ Conduct incremental and full back-ups to capture data, and changes to data, on the Application(s). d. Sensus will replicate the Application(s} environments to a geographically separated data center location to provide a full disaster recovery environment for the Application production system. e. Provide disaster recovery environment and perform fail-over to DR environment within forty-eight (48) hours of declared event, f. Generate a report following each and any disaster measuring performance against the disaster recovery plan and identification of problem areas and plans for resolution. Maintain a disaster recovery plan. In the event of a disaster, Sensus shall provide the services in accordance with the disastar recovery plan. In the case of & disaster and loss of access to or use of the Application, Sensus would use commercially reasonable efforts per the Recovery Time Objectives and Recovery Point Objectives specified herein to restore operations at the same location or at a backup location within forty-eight (48) hours. i, The Application shall have a Recovery Time Objective (RTO) of forty-eight {48} hours, j. The Recovery Point Objective (RPO) shall be a full recovery of the Application(s), with an RPO of one (1) hours, using no more than a twenty- four (24) hour old backup. All meter-related data shall be pushed from each Base Station/TGB restoring the database to real-time minus external interfaced systems from the day prior. k. Data from external interfaced systems shall be recreated within a forty-eight (48) hour period with the assistance of Customer personnel and staff, as needed. E. Customer Responsibilities: i. Coordinate and schedule any changes submitted by Sensus to the system in accordance with standard configuration and change management procedures. il Participate in all required configuration and change management procedures. ii. — Customer will log incidents related to the managed Application with Sensus personne! via email, web portal ticket entry, or phone call. iv. Responsible for periodic processing of accounts or readings (i.e. billing files) for Customer’s billing system for billing or other analysis purposes. v. Responsible for any field labor to troubleshoot any SmartPeint modules or smart meters in the fisld in populations that have been previously deployed o 0o e and accepted. Vi, First response labor to troubleshoot FlexNet Base Station, Echo Transceivers, Remote Transceivers or other field network equipment. vii. Responsible for local area network configuration, management, and support, vii. Identify and research problems with meter reads and meter read performance, iX. Create and manage user accounts. X, Customize application configurations. Xi. Support application users, Xii. — Investigate application operational issues (e.g. meter reads, reports, alarms, etc.). xiii. ~ Respond to alarms and notifications. xiv. Perform firmware upgrades over-the-air, or delegate and monitor field personnel for on-site upgrades. 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. fi. Anyintegration 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. Il 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 fo 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 i. Calculations a, “Targeted Minutes of Operation” or “TMO” means fotal minutes cumulative across all Applications in the applicable month {“Month™) minus the Scheduled Downtime in the Month. CONFIDENTIAL | Page 6 of 12 SENSUS b. “Schedufed Downfime” 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 Cusomer due to planned system maintenance. Sensus shall provide Customer notice (via emall or otherwise) at least seven (7) days in advance of commencement of the Scheduled Downtime. ¢ “Non-Scheduled Downtime” means the number of minutes during the Month, as measured by Sensus, in which access to any Application is unavailahle 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). Exceptions. “Exceptions” mean the following events: a. Force Majeurs; b. Emergency Work, as defined below; and ¢. Lack of Intemet Availabllity, as described below, Emergency Work. In the event that Force Majeure, emergencies, dangerous conditions or other exceptional circumstances arise or continue during TMO, Sensus shalt be enfitled 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, foss, threat, security or like concemn to any of the Application(s) (“Emergency Work”). Such Emergency Work