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1 0 01 ON WAS
SENSUS USA INC.
(`6Sensus ")
This spectrum lease agreement (this "Agreement ") is entered into as of the _� day of ,
2011, by and between Sensus USA Inc. together with its wholly owned subsidiary, Sensus
Spectrum LLC, with offices at 8601 Six Forks Road, Suite 700, Raleigh, North Carolina, 27615
(collectively "Sensus "), and the entity last named below in the signature box as the Utility
( "Utility ") (each a "Party ", collectively, the "Parties ").
Background
Utility has bought or will buy or use F1exNet equipment manufactured by Sensus;
Sensus is leasing spectrum to Utility to operate the FlexNet equipment;
The spectrum that Sensus is leasing is authorized by Sensus' FCC License(s) listed in Exhibit A,
below ( "FCC License "); and
Sensus is .leasing spectrum to Utility in Utility's service area listed in Exhibit B, below (the
"Service Area").
Agreement
NOW THEREFORE, in consideration of the mutual promises contained herein, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
1. Sensus hereby grants to Utility and Utility accepts a spectrum manager lease ( "Lease ")
over the frequencies of the FCC License and solely within Utility's Service Area. (The
frequencies of the FCC License within Utility's geographic Service Area are called the "Leased
Spectrum "). As consideration, $1 will be paid to Sensus for the spectrum lease pursuant to this
Agreement.
2. Sensus will file with the Federal Communications Commission (FCC) a Form FCC 608,
notification/application for a long term spectrum manager lease. This Lease becomes effective
when the FCC receives the notification.
3. In order to do the FCC lease application, Utility will:
(a) Review pages 5 and 11, and sign page 11 of the draft Form FCC 608 which Sensus
will prepare for Utility. Utility's signature will indicate that Utility authorizes Sensus to
file the lease notification and that Utility has reviewed and approved the representations
on Form 608 demonstrating that Utility qualifies under FCC rules.
(b) Give Sensus the coordinates of the boundaries of Utility's Service Area or,
alternatively, approve Sensus' estimation of the same.
(c) In the event that Utility does not already have one, Utility hereby authorizes Sensus to
apply on Utility's behalf and obtain for Utility a Federal Registration Number (FRN, the
FCC's unique identifier for each licensee).
(d) Provide any other information or other cooperation reasonably necessary for the
Parties to perform as set forth herein.
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4. Utility may transmit or receive over the Leased Spectrum only using FlexNet equipment
manufactured by Sensus and used in accordance with Sensus' specifications. Utility may use the
Leased Spectrum only to read and direct meters in support of Utility's primary utility business or
any other operation approved by Sensus in writing: Without limiting the foregoing, Utility is
prohibited from reselling, subleasing or sublicensing the Leased Spectrum or from transmitting
voice communications over the Leased Spectrum.
5. Unless terminated earlier (because for example Utility stopped using the FlexNet
equipment), this Lease will have the same term as the FCC license. If Utility is operating in
compliance with this Agreement and Utility's underlying agreement with Sensus and is current
on any payments owed to Sensus, when the FCC License renews, the Parties will apply to the
FCC to renew this Lease.
6. The Lease will terminate: (a) two months after Utility stops transmitting with FlexNet
equipment manufactured by Sensus; (b) upon termination, revocation or expiration of the FCC
License; or (c) upon Utility's breach of this Agreement or Utility's underlying agreement with
Sensus.
7. The following FCC requirements apply to this Agreement.
(a) Pursuant to 47 CFR 1.9040(a),
(1) Utility must comply at all times with applicable FCC rules. This Agreement may be
revoked by Sensus or the FCC if Utility fails to so comply;
(2) If the FCC License is terminated, Utility has no continuing right to use the Leased
Spectrum unless otherwise authorized by the FCC;
(3) This Agreement is not an assignment, sale or other transfer of the FCC License;
(4) This Agreement may not be assigned except upon written consent of Sensus, which
consent may be withheld in its discretion; and
(5) In any event, Sensus will not consent to an assignment that does not satisfy FCC
rules.
(b) Pursuant to the standards set forth in 47 CFR 1.9010, Sensus retains de facto control
over the applicable radio facilities, including that,
(1) Sensus will be responsible for Utility's compliance with. FCC policies and rules.
Sensus represents and warrants that it has engineered the FlexNet equipment and
accompanying software and other programs to comply with FCC rules. Utility will
operate the FlexNet equipment solely in accordance with Sensus' specifications.
Sensus retains the right to inspect Utility's radio operations hereunder and to
terminate this Agreement or take any other necessary steps to resolve a violation of
FCC rules, including to order Utility to cease transmission. Sensus will act as
spectrum manager in assigning spectrum under the FCC License so as to avoid any
harmful interference or other violation of FCC rules. Sensus will be responsible for
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resolving any interference complaints or other FCC rule violations that may arise;
and
(2) Sensus will file any necessary FCC forms or applications and Utility agrees
reasonably to assist Sensus with such filing by providing any necessary information
or other cooperation. Sensus will otherwise interact with the FCC with respect to this
Agreement, the FCC License or FlexNet equipment.
8. Utility agrees to report to Sensus promptly, and in no event later than 72 hours afterward,
any incident related to the Leased Spectrum, including where Utility experiences harmful
interference, receives a complaint or other notice of having caused hannful interference, or
receives any type of communication from the FCC or other government agency regarding radio
transmission.
9. The Parties agree to indemnify and hold each other harmless as follows.
(a) In the event that the FCC License is revoked, cancelled or terminated, or the FCC or
other government agency otherwise mounts an enforcement action with respect to radio
operation under this Agreement, and Utility has been in full compliance with this
Agreement, Utility's underlying agreement with Sensus, and Sensus' specifications, and
is current on any payments owed to Sensus, Sensus will indemnify and hold Utility
harmless for all liabilities, claims, costs, damages, fines forfeitures and expenses arising
out of such government action including, where necessary, Sensus will use commercially
reasonable efforts to migrate Utility to other suitable spectrum.
(b) Utility will indemnify Sensus and affiliated companies and entities, officers, directors
employees and agents from all liabilities, claims, costs, damages, fines forfeitures and
expenses arising out of Utility's breach of this Agreement.
10. Sensus' liability in any and all causes of action arising under, out of or in relation to this
Agreement, its negotiation, performance, breach or termination (collectively, "Causes of Action ")
shall be limited to direct damages. Sensus shall not be liable for any indirect, incidental, special
or consequential damages. This is so whether the Causes of Action are in tort, including, without
limitation, negligence or strict liability, in contract, under statute or otherwise. The limitations on
liability set forth in this Agreement are fundamental inducements to Sensus entering into this
Agreement. They apply unconditionally and in all respects. They are to be interpreted broadly so
as to give Sensus the maximum protection permitted under law.
[Rest of this page intentionally left blank.]
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IN WITNESS WHEREOF, the Parties have executed this Lease as of the date first above written.
SENSUS USA INC.
By iklURIA10
Name: Michael Tracy
Title: Executive Vice President
SENSUS SPECTRUM LLC
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Name: Todd Ellis
Title: Sr. Product Manager, Spectrum
CITY OF BLAIR
B y
Name: 2�ea.
Title:
Utility contact person for FCC filings
Name: Mt
Telephone: Ll b-7— — 44 °°6f q t
Email: � 9 r. t�AC-. U
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1004 06 11 H I
FCC LICENSE(S) AND LICENSED FREQUENCIES
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Channels
(Base/Remote Frequency)
Locations
(Coordinates)
932.00625 - 932.04375 MHz uplink,
4133 25.8 N, 096 05 42.0 W
941.00625 - 941.04375 MHz downlink
4133 29.2 N, 096 07 52.0 W
4133 54.9 N, 096 08 39.7 W
4134 04.4 N,0960851.4W
4133 58.9 N, 096 09 16.8 W
4134 00.4 N, 096 09 43.2 W
4134 00.4 N,0960958.7W
4134 17.0 N, 096 10 19.2 W
4134 17.3 N, 096 1034.6W
413136.3 N, 096 1038.8W
41 31 35.9 N, 096 09 37.3, W
41 31 48.3 N, 096 09 23.4 W
41 31 48.3 N, 096 09 07.7 W
41 31 09.2 N, 096 09 06.0 W
41 31 00.7 N, 096 10 29.8 W
4130 23.7 N, 096 10 26.6 W
4130 23.8 N, 096 09 44.7 W
4129 53.2 N, 096 09 55.1 W
4129 55.6 N, 096 08 25.0 W
4129 49.2 N, 096 05 52.5 W
4129 33.5 N, 096 05 26.0 W
4129 42.2 N, 096 03 32.5 W
4130 40.2 N, 096 04 04.9 W
4130 55.7 N,0960432.8W
4131 14.1 N, 096 04 16.1 W
4131 36.0 N,0960503.7W
41 31 56.2 N, 096 05 26.4 W
4132 17.8 N, 096 05 38.1 W
4132 43.5 N, 096 05 45.9 W
4133 03.9 N, 096 05 45.9 W