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

business day; and to the VP level if not resolved within 24 hours. 6.1.2. A customer may escalate an issue by calling 1-800-638-3748, Option 2. Please specify the Support ticket number and the reason why the issue is being escalated. 6.1.3. in the event that a customer is not satisfied with the levei of support or continual problem with their products, they may escalate a given Support ticket to Manager of Technical Services (1-800-638-3748, Option 2). General Support Provisions and Exclusions. 7.1. Sensus provides online documentation for Sensus products through the Sensus User Forum (http://myflexnetsystem.com/Module/User/Login). All Sensus customers are provided access to this online database, which includes operation, configuration and technical manuals. Sensus also hosts periodic user group teleconferences to facilitate the interchange of product ideas, product enhancements, and overall customer experiences. The customer shall provide names and email accounfs to Sensus so Sensus may provide access to the Portal. 7.2. Specialized support from Sensus is available on a fee basis to address support issues outside the scope of this support plan or if not covered under another specific maintenance confract. For example, specialized systems integration services or out of warranty network equipment repair that is not covered under a separate maintenance contract, CONFIDENTIAL | Page 11 0f 12 s SENSUS Exhibit C Pricing See pricing in the Existing Purchasing Contract, Exhibit A. i Payment Terms ™ o Escalation, Customer shall pay for all goods and services rendered by Sensus hereunder at the prices set forth in this Exhibit C (or in the Quote if one is referenced on the first page. If there is a Quote referenced on the first page, such Quote is incorporated inte this Exhibit C by reference). The pricing in Exhiblt C shall remain firm until the Trigger Date (as defined on the first page of the Agreement), Starting on the Trigger Date, and on each anniversary of the Trigger Date thereafter, the pricing in Exhibit C shall automatically adjust to equal the summation of (i) the amount charged for such pricing component during the immediately preceding year (*Base Amount"); plus (i) the product of the Base Amount multiplied by the percentage rate of increase in the Escalator(s) during the immediately preceding year {which product shall not be fess than zero, such that the pricing in Exhibit C cannot decrease under this section). The Escalator(s) will be calculated ufilizing the Escalator(s) published the month prior to the anniversary of the Trigger Date compared to the equivalent month from one year earlier to determine the escalation. For example, if the Trigger Date occurs in January 2015, the Escalator(s) will be calculated by comparing December 2013 and December 2014 figures, Equipment. Invoices for all Field Devices, RF Field Equipment, Server Hardware and any other goods sold by Sensus hereunder shall be delivered along with the relevant goods. Third Party Devices. In cases where Customer requests or requires Sensus to deliver SmartPoint Modules to a third party meter manufacturer {or any other third party), payment for such modules is due within thirty (30) days of the invoice date to such manufacturer or other third party, irrespective of how long it fakes such third party to deliver the SmartPoint Modules to Customer, Services. Invoices for Ongoing Fees and services shall be defivered annuaily or monthly, as applicable, in advance. Invoices for other services shall be delivered upon completion of the applicable service. Invoices and Payment. Customer shall pay all invoices within thirty (30} days of the invoice date. Sensus reserves the right to establish credit limits for Customer and may require full or partial payment prior to shipment of any goads or commencement of any services provided hereunder. All payments shall be made via electronlc payment to the account(s) indicated by Sensus from time to fime, unless Sensus requests a change in payment methods in writing. Late Payments. Any invoices not disputed In good faith by Customer which Customer does not pay within the time provided in this Agreement shall bear interest at the lower of (i) one and a half percent (1.5%) per month up to a maximum of eighteen percent (18%) per year, or (ii) the highest rate permitted by applicable law {collectively, “Interest Rate). Disputed Involces. If Customer disputes an invoice, it shall give written notice of the dispute to Sensus within 30 days of the invoice date. if it does not do so, the entire invoice shall be deemed payable without reduction, set off, or claim. if Customer gives written notice of the dispute within the required thirty (30) days, it shall, at such time as the notice is given, pay the undisputed amount of the invoice and the disputed portion shall be resolved by the parties or, if necessary, under the dispute resolution provisions of this Agreement. If it Is ultimately determined that some or all of the disputed amount was payable, that amount shall bear interest from the original due date untit Customer pays it at the Interest Rate Withholding. Customer may withhold payment on an invoice for defective goods and services. Payment by Customer of an invoice shall deem Sensus to have fully complied with this Agreement for all goods and services represented in the invoice and with all other terms and conditions of this Agreement prior to the date of such payment Taxes. All prices quoted are exclusive of federal, state and municipal taxes. Customer shall be fiable for all sales, use and other taxes {whether focal, state or federal) imposed on this Agreement or the goods, services, licenses, and/or other rights provided to Customer hereunder, Delivery and Packaging. Cuslomer shall pay for delivery of the Equipment from Sensus’ or Sensus’ contracted manufacturers' factory to Customer's warehouse. Sensus reserves the right to select the manner in which Equipment is packaged. Quoted prices includs regular packing. Special requirements for packing will be subject to extra charges. Shipping and completion dates quoted by Sensus are made in good faith but are not guaranteed. Address for Purchase Orders. All purchase orders shall be sent to the address listed below. Sensus may change this address at any time, upon written notice to the Customer {such natice may be provided via emall). Sensus USA Inc. PO Box 487 Uniontown, PA 15401 Altn Custemer Service Fax; 800-888-2403 Email: icon.support@sensus.com CONFIDENTIAL | Page 12 of 12