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A 1�ti�;N2URANCE NOT REQUIRED �Q WORK NIAY PROCEED CLDi?K OF COUNCIL trr. THIRKETTLE CORPORATION A-2020-235 ANNUAL SERVICES AGREEMENT This Annual Services Agreement (the "Agreement') is made by and between Thirkettle Corporation dba Aqua -Metric Sales Company, a California corporation, having its principal location at 4050 Flat Rock Drive, Riverside, CA 92505 (the "Contractor") and City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, having its principal location at 20 Civic Center, Santa Ana CA 92702 (the "Client'). Contractor and Client are each referred to individually as "Party" or collectively as the "Parties". The Parties agree as follows: RECITALS A. By separate agreement, Contractor has been engaged by Client to provide and install a fully functioning Advanced Metering Infrastructure (AM[) / Meter Data Management (MDM) system, and related software and services within the Contractor Agreement (or "Master Agreement'). Capitalized terms shall have the same meanings as defined within the Contractor Agreement. B. Contractor has been engaged by Client to provide Sensus, Inc. (a) Software -as -a -Service (the "SaaS Services") hosted services required for the daily operation of the FlexNet System (or the "AMI System"); and (b) Maintenance and Support services for the infrastructure and related software (the "Support Services"). C. Contractor agrees to, in accordance with the terms of this Agreement, perform the services and supply the goods as described in the attached Exhibits and Appendices (the "Work"), which is attached hereto and made a part hereof for all purposes. This Agreement shall include the following: i. This Annual Services Agreement ii. Exhibit A: Annual Services Pricing iii. Exhibit B: Support Standards iv. Exhibit C: Support Datasheet In consideration of the mutual agreements, covenants, representations and warranties contained herein, and in reliance thereon, intending to be legally bound, Contractor and Client agree as follows: 1. TERM. This Agreement shall commence on November 17, 2020 (the "Effective Date") and shall extend for one (1) year unless terminated earlier in accordance within the provisions of this Agreement or otherwise extended by the parties. This Agreement will automatically renew for additional one (1) year terms unless terminated pursuant to the terms hereunder. 2. SERVICES. This Agreement sets forth the annual subscription services, terns, and/or conditions billed by Contractor to Client on an annual recurring basis beginning on the first anniversary from the date the first year fees have been invoiced by Contractor to Client. For clarity, Contractor will invoice first year annual fees concluding the RNI commissioning within the Alpha Proof of Concept Phase of the Project. Contractor, through itself and through Sensus, Inc., agrees to perform and provide Client the annual services detailed herein Exhibit A. PRICING AND PAYMENT. Subject to the provisions of this Agreement, Client shall pay Contractor for the annual hosting and support fees in the amount set forth herein Exhibit A. Contractor shall automatically invoice Client for payment not more than ninety (90) days prior to the anniversary date of the Implementation Date. Client shall issue payment within forty-five (45) days of receipt of invoice. Notwithstanding, if Client fails to pay any invoice by the anniversary date, Contractor may seek ternination per Section 13 of this Agreement. Seeking termination per Section 15 does not preclude the Contractor from continuing to provide services that have already been paid for by the Client. Failure to give termination notice prior to renewal will result in automatic renewal and Client agrees to be responsible for subsequent annual fees. Reinstatement of lapsed Support Services will require full payment of Support Services fees that would have been due from the renewal of the last active period through the reinstatement date plus a ten percent (10%) reinstatement fee. Payment of the applicable amount for