Itron Maintenance Agreement Final Draft

MAINTENANCE SERVICE AGREEMENT
TERMS AND CONDITIONS

This Master Sales Agreement (the “‘Agreerment”) is made and entered into as of July 1, 2023 (the
“Effective Date”) by and between Itron, Inc., a Washington corporation with a principal place of business
at 2111 N. Molter Road, Liberty Lake, Washington 99019 (‘ftren’), and the City of Glendale, Arizona, an
Arizona municipal corporation with a principal place of business at 5850 W. Glendale Avenue, Glendale,
Arizona 85301 (‘Customer’). Itron and Customer may each be referred to as a “Party” and together as
the “Parties.”

1, Scope. This Agreement sets forth the terms governing all Technology & Services that will be
provided under this Agreement,

2. Technology & Services Addendum. Technology & Services will be provided according to the
Addendum attached to this Agreement. The Addendum may set forth additional terms and conditions
applicable to specific services purchased by Customer. In the event of a conflict between this Agreement
and an Addendum, the Addendum will control to the extent necessary to resolve the conflict.

3. Purchase Orders. All purchase orders will be governed by the terms of this Agreement. Pre-
printed terms on a purchase order will be null and void, and no contingency, addition, or conflicting term
contained on any purchase order wil] be binding upon Itron.

4. Fees, Taxes, and Payment.
4.1. Fees. Fees will be specified in a pricing summary made a part of this Agreement (Attachment A).

4.2. Taxes. Prices and charges for services are exclusive of taxes, levies, duties and similar
governmental assessments (“Taxes”), all of which are the responsibility of Customer to pay. Customer is
responsible for paying all Taxes applicable to transactions. If Itron has the legal obligation to pay or
collect Taxes for which Customer is responsible, the appropriate amount shall be invoiced to and paid by
Customer, unless Customer provides a valid tax exemption certificate or direct pay permit authorized by
the appropriate taxing authority. Itron is solely responsible for taxes assessable against Itron based on its

income, property and employees.

4.3. Payment. Payment terms are net thirty (30) days from the date of invoice. All payments shall be
made in US currency. Late payments shall accrue interest from the due date at the rate of 1.0% of the
outstanding balance per month, or the maximum rate permitted by law until the date paid, and Itron may
condition future renewals and purchase orders on payment terms shorter than thirty (30) days.

5. Term and Termination.

5.1. Term. The term of this Agreement begins on the Effective Date and continues for a period of three
(3) years.

5.2. Termination for Convenience. Either Party may terminate this Agreement for convenience upon
ninety (90) days’ prior written notice to the other.

5.3. Termination for Cause. Other than for Customer’s nonpayment, which shall constitute a breach of
this Agreement if full payment is not received within five (5) days of written notice, either Party may
terminate this Agreement by providing the other Party with written notice if the other Party (i) becomes
insolvent, executes a general assignment for the benefit of creditors or becomes subject to bankruptcy or
receivership proceedings; (ii) breaches its obligations related to the other Party’s confidential information;
or (iii) commits a material breach of this Agreement that remains uncured for thirty (30) days following
delivery of written notice of such breach (including, but not necessarily limited to, a statement of the facts
relating to the breach or default, the provisions of this Agreement that are in breach or default and the
action required to cure the breach or default).

5.4. Surviving Provisions. Any provision of this Agreement that contemplates performance or

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observance subsequent to termination or expiration of this Agreement shall survive termination or
expiration and continue in full force and effect for the period so contemplated.

6. Confidentiality.

6.1. Definitions. (A) “Confidential Information” means (1) this Agreement and the discussions,
negotiations and proposals related to this Agreement and (2) information, whether provided directly or
indirectly from the other Party in writing, orally, by electronic or other data transmission or in any other
form or media or obtained through on-site visits at tron or Customer facilities and whether furnished or
made available before or after the date of this Agreement, that is confidential, proprietary or otherwise not
generally available to the public. Confidential Information does not include information that is: (a)
rightfully known to the receiving Party before negotiations leading up to this Agreement; (b)
independently developed by the receiving Party without relying on the disclosing Party’s Confidential
Information; (c) part of the public domain or is lawfully obtained by the receiving Party from a third party
not under an obligation of confidentiality; or (d) free of confidentiality restrictions by agreement of the
disclosing party. (B) “Receiving Party” means the Party receiving Confidential Information of the other.
(C) “Disclosing Party” means the Party disclosing Confidential Information to the other Party.

6.2. Obligations. The Receiving Party will keep Confidential Information of the Disclosing Party
strictly confidential and will not disclose it to any third party during the term of this Agreement and fora
period of three (3) years after termination or expiration of this Agreement.

6.3. Permitted Disclosure. The Receiving Party may disclose Confidential Information to its affiliates,
agents, contractors, and legal representatives, but only if they have a need to know and an obligation to
protect the Disclosing Party’s Confidential Information that is at least as restrictive as the confidentiality

provisions of this Agreement.

6.4. Public Records. Itron recognizes that Customer is a municipality and, among other things, is subject
to Arizona public records laws under which Customer may disclose the terms and conditions of this
Agreement if it is subject to City Council review and approval, and may be required to disclose all records
characterized as public under state law, unless an exemption applies. For that reason, Customer agrees that
if'a record regarding Itron Confidential Information is requested under public records laws, Customer will
provide Itron with prompt written notice of such request prior to producing any records so that Itron has an
opportunity to seek court protection of the requested records, unless otherwise prohibited by law.
Customer also agrees to reasonably cooperate with Itron to mitigate the disclosure of such Jtron
Confidential Information to the extent requested by Itron and allowed by applicable public records laws.

6.5. Return of Confidential Information. The Receiving Party will destroy or return the Disclosing
Party’s Confidential Information within fourteen (14) days after receipt of the Disclosing Party’s written
request, unless such destruction or return is prohibited by state public laws or a subject to legal process
from a court of competent jurisdiction. With the exception of Customer Data (as defined in Section 7), the
Receiving Party may retain a copy of Confidential Information as part of archival records Gneluding
backup systems) the Receiving Party keeps in the ordinary course of business, or if required by law or
regulation; provided however, that any Confidential Information so retained will continue to be
Confidential Information pursuant to the terms of this Agreement and the Receiving Party will continue to
be bound by the terms of this Agreement with respect to such Confidential Information.

7. Privacy.

7.1. General, If, in the course of providing any services, Itron has or obtains, to any extent and for any
Teason, any access to Customer Data, then the terms and conditions of this Section 7 will apply.

7.2, Definition of Customer Data. “Customer Data” means any information about Customer’s existing
or prospective customers that Itron acquires, develops, or derives under this Agreement. Customer Data
may include, without limitation, any personally identifying information relating to an existing or
prospective customer, or any other information that, either individually or when combined with other
information could be used to derive information specific to a particular customer or prospective customer,
which information is not generally available to the public and which Itron acquires or derives in carrying

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out its obligations under this Agreement. Customer Data includes, but is not limited to, information
regarding a User’s identity social security number, telephone number, credit card number, e-mail address,
account information, service purchase and usage information.

7.3. Use of Customer Data. Itron may only collect, access, use, maintain, or disclose Customer Data to
fulfill its obligations under this Agreement. Customer exclusively owns all Customer Data and Itron
agrees to return, or at the election of Customer, destroy (and confirm in writing the destruction) all
Customer Data upon the termination or expiration of this Agreement, or earlier if requested to do so in
writing by Customer.

7.4, Reservation of Rights to Customer. Subject to the limited rights granted by Customer hereunder,
Itron acquires no right, title or interest from Customer or its licensors under this Agreement in or to
Customer Data, including any Intellectual Property (defined below) rights in that Customer Data.

7.5. Safeguards. Itron will employ administrative, physical, and technical safeguards that are
reasonably designed to prevent unauthorized collection, access, disclosure, and use of Customer Data
while in its custody (“Safeguards”). The Safeguards Itron employs must: (1) meet, at a minimum,
industry practice; and (2) be reasonably designed to ensure that only Itron personnel with a need to know
the Customer Data have access to it. Itron will promptly notify Customer of any known breach of any
Safeguards, and Itron and Customer will cooperate to investigate and remedy any such breach and any
related dispute, inquiry, or claim.

7.6. Miscellaneous. This Section 7 supplements Section 6 (“Confidentiality”), and the provisions of this
Section 6 control if they conflict with this Section?. A breach of any Customer Data provision may result
in irreparable harm to Customer, for which monetary damages may not provide a sufficient remedy,
Customer may seek both monetary damages and equitable relief.

8. Publicity. Except as permitted under Section 6.4 (“Public Records”), neither Party shall disclose,
advertise, or publish the detailed terms and conditions of this Agreement without the prior written consent

of the other Party.
9. Warranties.

9.1, Services & Deliverables Warranties. Express warranties for services provided under this
Agreement, if any, (the Express Warranties”) will be stated in the applicable Technology & Services
Addendum hereto for the period stated therein (the “Express Warranty Period”).

9.2. CERTAIN WARRANTY EXCLUSIONS. THE WARRANTIES UNDER THIS AGREEMENT
AND THE ADDENDUM DO NOT COVER PROBLEMS CAUSED BY EXTERNAL CAUSES,
INCLUDING ACCIDENTS, ACTS OF VANDALISM, ABUSE, MISUSE, INADEQUATE
MAINTENANCE, UNKNOWN OR UNFORESEEN ELECTROMAGNETIC DISTURBANCES ON
THE NETWORK, PROBLEMS WITH ELECTRICAL POWER, OR WITH THE QUALITY OF THE
WATER, THE ENERGY OR THE NETWORK, ACTS OF GOD, SERVICE (INCLUDING
INSTALLATION OR DE-INSTALLATION) NOT PERFORMED OR AUTHORIZED BY ITRON.

9.3. DISCLAIMER OF WARRANTIES. WARRANTIES UNDER THIS AGREEMENT,
TOGETHER WITH ALL EXPRESS WARRANTIES CONTAINED IN THE ADDENDUM, OR
OTHERWISE INCORPORATED IN THIS AGREEMENT, CONSTITUTE AND EXPRESS THE
ENTIRE STATEMENT OF THE PARTIES WITH RESPECT TO WARRANTIES. THE PARTIES
DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES, CONDITIONS OR REPRESENTATIONS
INCLUDING, WITHOUT LIMITATION, (I) IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, (I) WARRANTIES OF TITLE AND AGAINST
INFRINGEMENT AND (II) WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR
TRADE PRACTICE. TO THE EXTENT ANY IMPLIED WARRANTY CANNOT BE EXCLUDED,
SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD.

10. Insurance. During the term of this Agreement, Itron will maintain the following minimum levels
of insurance (i) workers’ compensation insurance for Itron employees equal to applicable statutory limits

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and an employer’s liability policy in an amount not less than $1,000,000.00; (ii) an occurrence form
commercial general liability policy or policies in an amount not less than $1,000,000 per occurrence and
$2,000,000.00 aggregate; (iii) an automobile liability policy or policies in an amount not less than
$1,000,000.00 combined single limit; and (iv) a professional liability policy or policies insuring against
liability for errors and omissions covering professional activities contemplated under this Agreement in an
amount not less than $1,000,000.00. Upon written request, Itron will provide Certificates of Insurance
evidencing the coverage described in this Section.

11. Limitation of Liability.

11.1. NO CONSEQUENTIAL DAMAGES. NEITHER PARTY WILL BE LIABLE HEREUNDER
FOR CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS OR
SAVINGS) FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE,
EVEN IF THE PARTY WAS OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE
DAMAGES, EXCEPT THAT THE FOREGOING WILL NOT RESTRICT A PARTY’S ABILITY TO
RECOVER ACTUAL DAMAGES FOR BREACH OF THIS AGREEMENT, INCLUDING THE COSTS
OF OBTAINING REPLACEMENT SERVICES AND DELIVERABLES COMPLYING WITH THE

TERMS OF THIS AGREEMENT.

11.2. LIMITATION. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR DAMAGES IN
EXCESS OF FIFTY PERCENT (50%) OF THE FEES PAID BY CUSTOMER TO SUPPLIER FOR TITE
SERVICES OR DELIVERABLES IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE
OF ANY CLAIM. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE

AGGREGATE.
12. Indemnification against Third Party Claims.

12.1. General Claims. Itron agrees to defend Customer and Customer’s successors and assigns, officers,
directors, employees, elected official, representatives, and agents (“Customer Indemnitees”) from and
against any and all third-party claims, demands, suits, actions, causes of action, of any kind whatsoever
(together a “Claim”), and Itron will indemnify and hold harmless Customer Indemnitees from and against
all damages, losses, costs and/or expenses (including legal fees and disbursements) awarded against
Customer in any such Claim, or those costs and damages agreed to by Itron in a monetary settlement of
such Claim, to the extent resulting from damages to persons or real or tangible property, bodily injury or
death caused by Itron’s negligence or intentional misconduct (including that of its employees, agents, and
contractors) arising in connection with this Agreement.

12.2. Infringement Claims. Itron shall defend the Customer Indemnitees from and against any and all
claims, demands, suits, actions, causes of action, of any kind whatsoever, for damages, losses, costs and/or
expenses (including legal fees and disbursements) by an unaffiliated third party to the extent resulting from
any allegation that any Itron Deliverables and/or Services constitute a direct infringement, violation or
misappropriation of any such third party’s Intellectual Property rights. The foregoing does not apply to
products that are not manufactured by Itron or to software licensed by third parties.

12.3. Conditions to Infringement Claim Defense. Itron’s infringement defense obligations under
Section 12.2 are conditioned on Customer’s agreement that if the applicable product or service becomes,
or in Itron’s opinion is likely to become, the subject of such a claim, Itron will have the right, at Itron’s
sole option and expense, either to procure the right for Customer to continue using the affected product or
service or to replace or modify the same so that it becomes non-infringing. Such replacements or
modifications will be functionally equivalent to the replaced product or service. If the foregoing
alternatives are not available on terms that are commercially reasonable in Itron’s sole judgment, Itron
shall have the right to require Customer to cease using the affected product or service in which case Itron
will refund to Customer the depreciated value of the affected product or the unused portion of the service,

as the case may be.
12.4. Exclusions to Infringement Claim Defense. Itron shall have no obligation under this Agreement to

the extent any claim of infringement or misappropriation results from: (i) use of a product or service, other
than as permitted under this Agreement or as intended by Itron, if the infringement would not have

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occurred but for such use; (ii) use of any product or service in combination with any other product,
equipment, software or data, if the infringement would not have occurred but for such combination; (iii)
any use of any release of a software or any firmware other than the most current release made available to
Customer, (iv) any claim based on Customer’s use of a product after Itron has informed Customer of
modifications or changes to the product required to avoid such claims and offered to implement those
modification or changes, if such claim would have been avoided or mitigated by the implementation of
Itron’s suggestions, (v) any modification to a product made by a person other than [tron or an authorized
representative of Iron, or (vi) compliance by Itron with specifications or instructions supplied by
Customer. Itron shall not be liable hereunder for enhanced or punitive damages that could have been
avoided or reduced by actions within the control of Customer.

12.5. Conditions to Defense. As a condition to Itron’s defense obligations under this Agreement,
Customer will provide Itron with prompt written notice of the claim, permit Itron to control the defense,
settlement, adjustment or compromise of the claim and provide Itron with reasonable assistance in
connection with such defense; however, Itron shall not consent to any judgment or settlement of the
foregoing, that creates an obligation on any Customer Indemnitee without first obtaining such
indemnitee’s prior written consent. Customer may employ counsel at its own expense to assist it with
respect to any such claim.

12.6. THIRD PARTY CLAIM DISCLAIMER. THIS SECTION CONSTITUTES ITRON’S SOLE
AND EXCLUSIVE OBLIGATION WITH RESPECT TO THIRD PARTY CLAIMS BROUGHT

AGAINST CUSTOMER.

13. Intellectual Property.

13.1. Definition. “Zntellectual Property” means intellectual and industrial property rights, and moral
rights or similar or analogous proprietary rights, pertaining to a particular invention, work of authorship,
symbol] or other mark or designation indicative of source or quality, or other particular item of tangible or
intangible property, arising under statutory or common law or by contract, in the United States or another
country that recognizes such rights, whether or not perfected, now existing or hereafter filed, issued, or
acquired, including: (i) patent rights associated with an invention and processes (including business
processes), methods and apparatuses entailed by such invention (including, as applicable, the rights to
make, use, sell, offer to sell, import , or have made, and the rights to file and prosecute patent applications
and provisional patent applications); (ii) mghts associated with works of authorship, including copyrights
and mask work rights (including the rights to copy, adapt, distribute, display, perform, and create
derivative works); (iii) rights relating to the protection of trade secrets and confidential information
(including the rights to use and disclose); (iv) trademarks, service marks, trade dress, trade names, and
design patent rights (including the right to goodwill appertaining thereto); (v) moral rights; and (vi) other
rights analogous, similar, or comparable to those described by the foregoing clauses (i) through (v), and
other proprietary rights relating to intangible property (including licensing rights and shop rights).

13.2. Reservation of Intellectual Property Rights. [tron reserves all rights, title and interest in and to all
of its Intellectual Property. Customer reserves all rights, title and interest in and to all of its Intellectual

Property.
14. Change Requests & Change Orders.

14.1. Request. Customer may at any time, and from time to time, propose changes to services or services
deliverables or request that Itron perform additional services for Customer (each a “Change Request’).
Within a reasonable period after receiving a written Change Request from Customer, Itron will prepare
and submit a written proposal in the form of a statement of work to Customer that: (i) if applicable,
assesses the expected impact of the Change Request on any services or services deliverables being
provided at the time of the request; (ii) defines and describes how Itron would fulfill or satisfy the Change
Request, and describes any additional services or services deliverables to be provided by Itron in
reasonable detail; (iii) sets forth pricing, specifications, implementation plans and time schedules, with
appropriate milestone and completion dates, anticipated by Itron in connection with fulfilling the Change
Request; (iv) contains proposed complction and acceptance criteria; and (v) sets forth any other

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information required by this Agreement and any Technology & Services Addendum.

14.2. Response. If Itron timely submits a response to the Change Request, the Parties will attempt in
good faith to negotiate a mutually acceptable resolution. Mutually agreed upon Change Requests will take
the form of a written order (each a “Change Order’). Following the issuance of any Change Request and
during any negotiation, Itron will continue to provide the services and services deliverables, unless
otherwise agreed to by Itron and Customer in writing.

14,3. Failure to Respond to Change Request. If Itron fails to respond to Customer’s Change Request
within five (5) business days, the Change Request will be deemed to be rejected.

14.4, Authorized Approvals. No Change Order will be binding upon Customer or Jtron unless executed
and delivered by an authorized signatory of both parties. All Change Orders will be governed by the terms
and conditions of this Agreement and the applicable Technology & Services Addendum and may require

City Council approval.
15. DISPUTE RESOLUTION

15.1. Dispute Resolution Procedure. The Parties will resolve any dispute between the Parties regarding
the interpretation of this Agreement or Itron’s performance using the procedures in this Section.

15.1.1. Either Party may give the other Party written notice of any dispute not resolved in the
normal course of business. Upon delivery of the notice, each of the Parties will appoint a designated
representative who does not devote substantially all of his or her time to performance under this
Agreement and who, in the case of Customer, will be a director (or more senior corporate officer),
and in the case of Itron, a director (or more senior corporate officer), to meet for the purpose of
resolving the dispute.

15.1.2. The representatives will discuss the problem and negotiate in good faith to resolve the
dispute promptly and without the necessity of any formal proceeding. If either Party intends to have
an attorney attend a meeting, it will notify the other Party at least two (2) business days before the
meeting to enable the other Party to also be accompanied by an attomey. All negotiations pursuant
to this Section are confidential and will be treated as compromise and settlement negotiations for
purposes of evidentiary rules.

15.1.3. If the disputed matter has not been resolved by the designated representatives within ten
(10) business days after delivery of the written notice by one Party to the other, or such longer
period as agreed to in writing by the Parties, the controversy or claim arising out of or relating to
this Agreement, or the breach thereof, shall be settled by arbitration administered according to the
American Arbitration Association’s Commercial Arbitration Rules, and judgment on the award
rendered by the arbitrator may be entered in any court having jurisdiction thereof.

15.2. Agreements in writing. No agreement achieved under this dispute resolution process will be
binding on either Party unless set forth in a writing executed by both Parties by duly authorized
signatories.

15.3. No Termination or Suspension of Services. During the pendency of any dispute, Itron will not
interrupt or delay the provision of Services, disable any Deliverable in whole or in part, or perform any

other action that prevents, slows down, or reduces in any way the provision of Services or Customer’s
ability to conduct its business, unless Customer agrees in writing or terminates this Master Solution

Agreement.

15.4. Injunctive relief. Neither Party will be obligated to follow the procedures set forth in this Section
when seeking injunctive relief.

16. Miscellaneous.

16.1. Entire Agreement. This Agreement and the attach Technology & Serves Addendum hereto shall
constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede

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all previous agreements pertaining to such subject matter. All prior agreements, representations,
warranties, statements, negotiations, understandings, and undertakings are superseded hereby and
Customer represents and acknowledges that it has not relied on any representation or warranty other than
those explicitly set forth in this Agreement in connection with its execution of this Agreement. Neither
Party shall be bound by terms and conditions imprinted on or embedded in purchase orders, order
acknowledgments, statements of work not expressly made a part hereof or other communications between

the Parties.

16.2. Waivers. No delay or failure to require performance of any provision of this Agreement shall
constitute a waiver of that provision. No waiver granted under this Agreement as to any one provision
herein shall constitute a subsequent waiver of such provision or of any other provision herein, nor shall it
constitute the waiver of any performance other than the actual performance specifically waived.

16.3. No Assignment. Neither Party will assign this Agreement, directly or indirectly, without the prior
written consent of an authorized executive officer of the other Party, provided that either Party may assign
all or any part of this Agrecment to its successor in a merger, consolidation or comparable transaction or to
the purchaser of all or substantially all of its assets (or the assets associated with a particular line of
business) so long as such successor or purchaser agrees in writing to comply with the terms and conditions

of this Agreement.

16.4. Captions; Section Numbers. Article, section and paragraph numbers and captions arc provided for
convenience of reference and do not constitute a part of this Agreement. Any references to a particular
Section of this Agreement will be deemed to include reference to any and all subsections thereof.

16.5. Neither Party Deemed Drafter. Despite the possibility that one Party or its representatives may
have prepared the initial draft of this Agreement or any provision or played a greater role in the
preparation of subsequent drafts, the parties agree that neither of them will be deemed the drafter of this
Agreement and that, in construing this Agreement, no provision hereof will be construed in favor of one
Party on the ground that such provision was drafted by the other.

16.6. Expenses. Each Party will be responsible for, and will pay, all expenses paid or incurred by it in
connection with the planning, negotiation, and consummation of this Agreement.

16.7, Anti-Corruption. Customer has not received or been offered any illegal or improper bribe, kickback,
payment, gift, or thing of value from an Itron employee or agent in connection with this Agreement. If
Customer learns of any violation of the above restriction, it will use reasonable efforts to promptly notify
Itron’s Law Department via the contact information in the notices section. Further, Itron acknowledges this
Agreement is subject to A.R.S. § 38-511, which allows for cancellation of this Agreement in the event any
person who is significantly involved in initiating, negotiating, securing, drafting, or creating the Agreement
on Customer’s behalf is also an employee, agent, or consultant of any other party to this Agreement.

16.8, Relationship of the Parties. The Parties are independent contractors for all purposes and at all
times. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or
employment relationship between the Parties. Itron has the responsibility for, and control over, the
methods and details of performing services and providing products under this Agreement. Itron will
provide all tools, materials, training, hiring, supervision, work policies and procedures, and be responsible
for the compensation, discipline and termination of Itron personnel. Neither Party has any authority to act
on behalf of, or to bind the other to any obligation.

16.9. Compliance with Law. Itron and Customer will at all times perform their respective obligations
under this Agreement in compliance in all material respects with all applicable foreign, domestic, state,
and local Jaws and regulations of all applicable foreign and domestic jurisdictions, and in such a manner as
not to cause the other to be in material violation of any applicable laws or regulations including any
applicable requirements of any foreign, domestic, state, or local authority regulating health, safety,
employment, the environment, consumer protection, security, exportation, information services, or
telecommunications.

16.10. Governing Law. This Agreement and Addendum and any performance hereunder will be
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governed by and construed in accordance with the laws of the State of Arizona without reference to their
conflicts of law principles or the United Nations Convention on Contracts for the Sale of Goods.

16.11. Notices. Except as otherwise specified in this Agreement, all notices, permissions and approvals
hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the
second business day after mailing, (iii) the second business day after sending by overnight delivery, (iv)
the second business day after sending by confirmed facsimile, or (iv), cxccpt for legal notices, the first
business day after sending by email. All legal notices shall be clearly identified as such.

16.12. Severability. If any provision of this Agreement or its applications to particular circumstances is
determined by a court of competent jurisdiction to be invalid or unenforceable, that provision (or its
application to those circumstances) will be deemed stricken and the remainder of this Agreement (and the
application of that provision to other circumstances) will continue in full force and effect insofar as it
remains a workable instrument to accomplish the intent and purposes of the parties; the parties will replace
the severed provision with the provision that will come closest to reflecting the intention of the parties
underlying the severed provision but that will be valid, legal, and enforceable.

16.13. Force Majeure. Except for the obligation to pay monies due and owing, neither Party shall be
liable for any delay or failure in performance due to events outside the defaulting Party’s reasonable
control, including without limitation acts of God, earthquake, labor disputes, industry wide shortages of
supplies, actions of governmental entities, riots, war, terrorism, fire, epidemics, or delays of common
carriers or other circumstances beyond its reasonable control. The obligations and rights of the defaulting
Party shall be extended for a period equal to the period during which such event prevented such Party’s
performance.

16.14, No Third Party Rights. This Agreement is entered into only for the benefit of Customer and
Itron and no other person or entity shall have the right to enforce any of its terms.

16.15, Authorization. Each Party represents and warrants that the signing, delivery and performance of
this Agreement has been properly authorized.

16.16. Counterparts. This Agreement may be executed by facsimile or scan and in counterparts, which
taken together shall form one legal instrument.

16.17. Lack of Appropriations. Nothing in this Agreement guarantees that some or all of the funds
necessary to comply with all of the Customer's obligations under this Agreement will be appropriated or
otherwise be available. The Customer agrees to seek such appropriations in good faith from the City Council
and agrees not to use the lack of appropriation as a substitute for termination for convenience. If sufficient
funds are not appropriated or otherwise available, the Customer may unilaterally terminate this Agreement
after providing thirty (30) days written notice. In the event the Customer provides such notice, the Customer
will not be entitled to a refund or offset of any amounts previously paid but will not pay any amounts that
become due after providing such notice,

16.18. E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the Contractor
warrant their compliance and that of its subcontractor with all federal immigration laws and regulations that
relate to their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The
Contractor or subcontractor’s breach of this warranty shall be deemed a material breach of the Agreement
and may result in the termination of the Agreement by the City under the terms of this Agreement. The City
retains the legal right to randomly inspect the papers and records of the other party to ensure that the other
party is complying with the above-mentioned warranty. The Contractor and subcontractor warrant to keep
their respective papers and records open for random inspection during normal business hours by the other
party. The parties shall cooperate with the City’s random inspections, including granting the inspecting party
entry rights onto their respective properties to perform the random inspections and waiving their respective
rights to keep such papers and records confidential.

16.19. No Boycott of Israel. The Parties agree that they are not currently engaged in, and agree that for the
duration of the Agreement they will not engage in, a boycott of Israel, as that term is defined in A-R.S. §35-
393.

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16.20, Non Discrimination. Itron must not discriminate against any employee or applicant for employment
on the basis of race, color, religion, sex, national origin, age, marital status, sexual orientation, gender
identity or expression, genetic characteristics, familial status, U.S. military veteran status or any disability.

[Signature Page Follows}

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SIGNATURE PAGE

TO
MAINTENANCE SERVICES AGREEMENT
TERMS AND CONDITIONS
AGREED:
Itron, Inc, 0 th ge Customer
Sigpature. ~ Signature —_
Vacs
Printed Name Printed Name
Title Title
May 83, 50as —
Date Date

Confidential Information

TECHNOLOGY & SERVICES ADDENDUM
— Maintenance & Support Services (Hardware & Software) —

1. Additional Definitions. The following defined terms are in addition to those defined in the
Agreement:

“Annual Adjustment” means Itron’s standard annual price increase.

“Annual Fee” means the annual fee identified in the pricing summary for each category of Covered
Product plus the Annual Adjustment, if any. The Annual Fee for any partial Maintenance Year (ie., for
Covered Products with a Maintenance Commencement Date that falls after the beginning of the
Maintenance Year) shall be prorated based on the applicable number of months Customer is to receive
Services under this Addendum during such Maintenance Year.

“Contact Documents” means the “Itron Support Services Contacts” document, which can be obtained by
calling (877) 487-6602, including for example, the Itron Equipment Repair Table and Working
Effectively with Itron Client Services documents.

“Covered Product” means Covered Software and Covered Equipment.
“Covered Software” means the software identified in the pricing summary to this Addendum.

“Covered Equipment” means the equipment identified in the pricing summary to this Addendum which
is Itron Equipment. (Itron Equipment is distinguished from equipment manufactured by a third-party that
Customer may purchase through Itron under an Equipment Purchase Agreement Document or other
commercial sales agreement.

“End of Support” means a commercial decision by Itron to discontinue maintenance and support
services for specifie Covered Products or to discontinue offering a particular Covered Product to Itron
customers in general, along with that Covered Product’s associated maintenance and support.

“Error” means a failure of the Covered Software or Covered Software platform to substantially comply
with the applicable Specifications.

“Fix” means a correction of an Error, including a work-around, in order for Covered Software to function
in accordance with the applicable Specifications.

“Improvement” means an update, modification, enhancement, extension, new version (regardless of
name or number), new module, or other change to Covered Software that is developed or otherwise
provided by Itron.

“M&S Commencement Date” means the date upon and after which a Covered Product is entitled to
receive Services under this Addendum in accordance with the terms of this Addendum, which — unless
otherwise stated in the pricing summary — is (a) for Covered Software that is an Itron product, the first
day of the month following delivery by agreed-upon method of the Covered Software (e.g., electronic or
physical medium), except that the Maintenance Commencement Date for MV-RS Software is the
warranty expiration date; and (2) for Covered Equipment that is Itron Equipment, the warranty expiration
date.

“M&S Services Option” means the maintenance and support services option for Covered Equipment or
Covered Software, including Service Levels, as set forth in Attachment |.

“Maintenance Year” means, for each Covered Product, a period of one (1) year beginning on the

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Effective Date, any anniversary thereof, or agreed-upon coverage start date.

“Mandatory Revision” means a software revision that Customer is required to accept in order to correct
or address any one of the following issues: a material Error or a material security breach; or third party
infringement claim.

“Operating Condition” means that the Covered Equipment performs in accordance with the applicable
Specifications.

“Principal Services Contacts” means the Customer personnel that Customer is required to designate to
serve as Customer’s principal relationship contacts for all Services under this Addendum.

“Loaned Mobile/Handheld Equipment” means Mobile Collector and/or Handheld units loaned by Itron
to Customer, under the terms of this Addendum while Services are being performed on Customer’s
Mobile Collector and/or Handheld.

“Service Levels” means, with respect to this Addendum, the response time, effort level, and escalation
path procedures and guidelines described in Attachment | to this Addendum.

“Software Release” means a collection of Fixes or Improvements made available to Itron customers
(either via physical media or electronic download access).

“Service Request” means a request initiated by Customer for a technical support service within the scope
of the applicable maintenance and support Services option purchased by Customer.

“Technical Support Services” means Itron technical support services provided by technical
representatives by telephone, email or other remote means to assist Customer’s Principal Service Contacts
with questions related to the operation of the Covered Products.

2. Effect of Termination.

2.1. Effect of Termination of Agreement. Except as otherwise provided in Section 2.1.2 below, Itron
shall not be obligated to provide any Services under this Addendum upon termination of this Addendum.

2.1.1. If Itron terminates the Agreement for cause or Customer terminates the Agreement for
convenience, Customer shall not be entitled to a prorated refund of the applicable Fee. If Customer
terminates the Agreement for cause or Itron terminates the Agreement for convenience, Customer
shall be entitled to a pro-rated refund of fees paid for the current Maintenance Year.

2.1.2. Unless Itron terminates the Agreement for breach or default by Customer, Itron will
continue to provide Services under this Addendum that were purchased by Customer prior to the
termination date — and the terms and conditions of this Addendum will continue to govern such
Scrvices.

2.2, End of Support. Itron may discontinue Services for any Covered Product, effective as of the end
of the current Maintenance Year, by giving Customer written notice of such discontinuance no less than
ninety (90) days prior to the end of such Maintenance Year. If the End of Support date is scheduled
within a subsequent Maintenance Year, Fees for that subsequent term will be pro-rated through the
appropriate End of Support date. At Customer's request, Itron may elect to provide custom support for
products for which Maintenance Services have been discontinued at Itron’s then-current rates, Unless
otherwise agreed by the Parties in accordance with the foregoing sentence, Itron shall have no obligation
to provide Services under this Addendum with respect to Covered Products for which Itron has
discontinued Services pursuant to this Section.

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3. Principal Services Contacts.

3.1. Designation by Customer. Customer shall designate no more than two (2) Principal Services
Contacts for each Covered Product, as identified in the Contract Documents, to serve as administrative
liaisons for all matters pertaining to the Services provided under this Addendum for such Covered
Product line, and shall provide their contact information to Itron’s customer account representative.
Principal Services Contacts shall report problems with Covered Products (each such report, a “Service
Request”) as soon as practicable for entry into Itron’s support tracking system. Although it is Customer’s
sole right to choose its Principal Services Contacts, Customer and Itron acknowledge that each Principal
Services Contact should have the appropriate technical skills and training for the position. If Customer
replaces a Principal Services Contact, Customer will provide updated contact information to tron, and the
new Principal Services Contact will undergo the same initial training as described in Section 3.2.

3.2. Training of Principal Services Contacts. Before a Principal Services Contact interfaces with
Itron, the Principal Services Contact must attend training sessions offered by Itron, an Itron approved
trainer, or Customer’s training program approved by Itron to ensure that the Principal Services Contact is
(a) knowledgeable about the operation of the Covered Products, and (b) qualified to perform problem
determination and remedial functions with respect to the Covered Products, Such training sessions will
be at Itron’s then-current rates. Customer will be solely responsible for all travel and other expenses
incurred in connection with each Principal Services Contact’s attending the training sessions. The
Principal Services Contact should have the skills and capabilities to train other Customer personnel on
Covered Products (“train-the-trainer”).

3.3, Additional Training. If Itron notifies Customer that additional training of a Principal Services
Contact is necessary, Customer will promptly ensure that the Principal Services Contact receive such

training.
4. Technical Support Services & Service Requests.

4.1. Support Services. Itron will provide Technical Support Services during its then-current normal
business hours. Technical Support Services include troubleshooting, problem diagnosis, release or
system management, and recommendations for fully utilizing the Covered Products. Customer
acknowledges and agrees that Technical Support Services are not intended as a substitute for training of
Customer personnel, field support, or Itron professional services — all of which can be purchased
separately. Nor will Customer use Technical Support Services in lieu of having qualified and trained
support personnel of its own. Itron’s current Technical Support Services contact and support hours are

described in the Contacts Document.

4.2. Service Request Process. Customer shall submit Service Requests in the manner required by the
Contact Documents and Service Levels.

4.3. Field Support. Upon mutual agreement of the Parties, Itron will dispatch support personnel to
Customer’s location to provide technical support. Such support will be billed at Itron’s then-current
hourly rates (with travel costs and expenses invoiced at agreed upon rates), unless the cause of the
reported problem is found to be the fault of Itron, in which case Itron shall pay and be responsible for all

travel costs and expenses.
5. Software Maintenance.

5.1. Fixes. Itron shall make commercially reasonable efforts to provide a Fix in accordance with the
Service Levels. Itron’s obligations with respect to Service Levels are contingent upon Customer (i)
devoting the same level of effort to resolving the Error as is required of Itron, (ii) responding to requests

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made by Itron within the applicable Response Time, and (iii) assigning its most qualified personnel to
help Itron address the Error.

5.2. Documentation. Itron will make an electronic copy of the Documentation available to Customer at
no additional charge via physical media or download access. Itron will maintain a copy of its most recent
supported version of the executable Covered Software to be made available to Customer as necessary in
the event of corrupted or inoperative Covered Software.

5.3. Improvements. Itron shall provide Improvements, if any, at its then-current price for such
Improvements (or at no charge if such Improvements are made available to Itron customers generally at
no charge). Improvements released as new / separate Software modules, not previously defined in the
Documentation, will not be released to Customer without approval by both Parties.

5.4. Software Releases.

5.4.1 Release Numbering Convention. Fixes and/or Improvements are made available to
customers through periodic Software Releases. For informational purposes, Itron’s current typical
practice (which may be changed at any time in Itron’s discretion) is to provide Software Releases using
the numbering convention "XX.YY.ZZ."

e The"XX" in Itron’s numbering convention refers to a "System Release," which is a new
version of the item of Covered Software. A System Release may include Fixes, Improvements
or interfaces to new functional modules or platforms not previously supported by Itron.

e The "YY" in Itron’s numbering convention refers to 4 "Service Pack Release,” which is an
update to a System Release. Service Pack Releases may include Fixes or Improvements and
are provided to Itron customers generally on a periodic basis.

e The "ZZ" in Itron’s numbering convention refers to a “Hot Fix Release," which is an un-
scheduled release provided to one or more customers as a short-term, temporary fix to a
Severity Level | Error. While not utilized by all Itron software product lines, Hot Fix Releases
are not made available to Itron customers generally but may be included in the next scheduled
Service Pack for general release.

5.4.2. Support for Releases of Itron Enterprise Edition and Openway Software. This Section
5.4.2 applies only to Covered Software that are Itron Enterprise Edition or OpenWay software products.
Services for Itron Enterprise Edition and Open Way software products under this Addendum shall be
limited to the most recent System Release and the prior System Release (and the most current Service
Pack Relcase associated with such System Release). Customer will test and install Service Pack Releases
associated with the System Release in use by Customer within twelve (12) months of such Service Pack
Releases being made available to Customer. Customer will fully test and upgrade to the latest System
Release at least every twenty-four (24) to thirty-six (36) months.

5.4.2.1 Itron may elect to provide Services under this Addendum for an unsupported Software
Release of Covered Software at its then-current rates for customer support.

5.4.3 Support for Releases of all Other Covered Software. This Section 5.4.3 applies to all
Covered Software other than Itron Enterprise Edition and OpenWay Software products, Services under
this Addendum for all Covered Software other than Itron Enterprise Edition and OpenWay software
products shall be limited to the most recent System Release and the two prior Service Pack Releases.
Customer will test and install System Releases and Service Pack Releases within twelve (12) months of
such Releases being made available to Customer. Itron may elect to provide Services under this
Addendum for an unsupported Software Release of Covered Software at its then-current rates for

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customer support.

5.4.4 Installation Services for Software Releases. This Section 5.4.4 applies to all Covered
Software. Installation services under this Addendum will include limited, remote phone support, for all
Covered Software, on Itron certified server configurations, are applicable for one production server and
one non-production server owned (test, training, or back-up ~ for example) / operated by the Customer.
At Customer’s request, Itron may provide Software Release installation services for install of System
Releases or Service Packs on additional production or non-production servers at Itron’s then-current

hourly rates.

5.4.4.1 Itron may elect to provide Services under this Addendum for installation of System Release
of Covered Software on uncertified server configurations at its then-current rates for customer
support.

5.5. Mandatory Revision. In the event that Itron, in its sole reasonable discretion, determines that any
Covered Software is, or may (as applicable) be: (i) subject to a material Error; (ii) the subject of a material
security breach; or, (iii) be subject to a third party infringement claim or suit of any kind, Itron may issue
a Mandatory Revision.

5.6. DISCLAIMER OF LIABILITY. ITRON DISCLAIMS ALL LIABILITY AND OBLIGATIONS
THAT ARISE DUE TO, OR ARE RESULT OF, CUSTOMER’S FAILURE TO TEST AND INSTALL
A MANDATORY REVISION IN A TIMELY FASHION,

5.7. Interoperability. Itron makes no representation or warranty regarding the ability of the Covered
Software to interoperate with third party hardware or software other than software or hardware identified
as compatible with the Covered Software in Itron’s Documentation for the applicable Covered Software.

5.8. Restoring Software to Maintenance Services. If Customer declines Services under this
Addendum after the end of warranty or discontinues Services under this Addendum for any Covered
Software, and thereafter wishes to resume such Services for the most recent Software Release of that
Covered Software, Customer shall, prior to receiving Services, notify Itron in writing of its request for
Services and pay Itron’s then-current re-initiation fee.

5.9. Exclusions. [tron shall have no obligation to Customer for any Services under this Addendum to
the extent any Covered Software is adversely affected by: (i) use of the Covered Software in combination
with other software, equipment or communications networks that are not referenced in the
Documentation; (ii) any modification to the software, operating environment, system installation,
operating instructions, scripts, or database configuration that is made other than by Itron,; (iii) the use of a
version of the Covered Software that is not supported by Itron; (iv) Customer’s failure to implement a Fix
provided by Itron; (v) the maintenance and/or support of the Covered Software other than by Itron; (vi)
viruses introduced through no fault of Itron; (vii) use of the Covered Software other than as authorized by
Ttron and the applicable license, including Covered Software operated on Covered Equipment that has
been serviced or repaired by a third party that is not Itron certified; or (viii) Customer’s failure to perform
Customer responsibilities in accordance with this Addendum.

§.10. Customer Software Responsibilities.

5.10.1 Support Tools. Customer will support remote access to the Covered Software by Itron
Personnel assigned to provide Services under this Addendum for purposes of remote diagnosis and
troubleshooting of the Covered Software.

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5.10.2 System Configuration and Administration. Customer will ensure that its equipment,
system peripherals, operating system, and data communications environment associated with the Covered
Software is configured, operated, and maintained in accordance with the Documentation and any
applicable third party documentation. These administrative activities shall include but not be limited to:
checking audit logs, clearing discovered exceptions, and performing daily, weekly, and monthly
operational tasks and system responsibilities. Customer is responsible for any change they make to the
software system, operating system, database or network configuration or change to installation
procedures, scripts, and provisions that may affect the usability or operation of the Software or Data.
Customer will consult with Itron prior to making changes that may affect the operation of the Covered

Software.

5.10.3. Network Administration. Customer will monitor and maintain, repair, replace and
upgrade its local, and wide area network components (if any)—including network servers, network
clients, network hubs, routers, modems, and other software components necessary for efficient and
reliable network operations associated with the Covered Software—to ensure continued conformance
with the Documentation and any applicable third party documentation. In addition, Customer will
administer related host names, Internet Protocol addresses, network interfaces, access, security,
communications, and equipment and software version control.

5.10.4 Database Administration. Customer will administer the agreed upon database(s)
associated with the Covered Software, including hardware and software components, in accordance with
the Documentation or any applicable third party documentation, which administration shal! include,
monitoring the database server, backing up electrical power sources, and configuring and administering of
database schema, application interfaces, networking operating system, communications, and file transfer
software. Customer will maintain database files (e.g., truncate, cleanup, and delete files consistent with
industry standard practices) and perform regular data backup and data archiving.

5.10.5 Data Review. IfItron determines that it is necessary to evaluate Customer data in order to
reproduce error conditions not reproducible with Itron’s standard test data sets, Customer will provide
Itron with access to such data. tron will manage such data in a secure manner while in use and delete the
data from Itron systems upon completion of the investigation. Itron shall not be liable for any delay or
failure to resolve the problem if access to such production data is denied to Itron.

6. Equipment Maintenance.

6.1. Preventive and Corrective Maintenance. Upon receipt of an item of Covered Equipment, Itron
shall (i) perform the preventive Services under this Addendum that Itron determines are reasonably
necessary to maintain the Covered Equipment in Operating Condition, and (ii) diagnose and correct any
failure in such Covered Fquipment as necessary to meet Operating Condition (excluding minor cosmetic
deficiencies such as blemishes, dents or scratches).

6.2. Maintenance Procedures, Customer shall initiate a request under this Addendum for Services for
Covered Equipment by delivering the item in question to the applicable Itron address identified on the
Itron Equipment Repair Table (the “Repair Table”), which can be obtained by calling (877) 487-6602.
Retum of the Covered Equipment shall be at Customer’s expense and in accordance with the applicable
Return Material Authorization (“RMA”) procedures. Upon receipt of Covered Equipment (with the
required information) under Itron’s RMA procedures, Itron shall assess the item to determine (a) whether
it is in fact Covered Equipment and (b) whether the maintenance requested is included within the Services
ordered by Customer and not otherwise excluded from coverage as provided herein. If the retumed
equipment is determined to be Covered Equipment and the maintenance requested is in fact included in
the Services ordered by Customer, Itron shall then provide the applicable Services and shall make
commercially reasonable efforts to return the item of Covered Itron Equipment to Customer at Itron’s

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expense within the applicable turnaround time identified on the Repair Table. Returned equipment that
is found not to be Covered Equipment, or if maintenance or support that is requested is determined not to
be included in the Service ordered by Customer, then Itron will provide a quote to Customer under
Section 6.4, below.

6.3. Exclusions. The Services described herein do not include repairs related to: (i) damage due to
external causes, including accident, abuse, misuse, inadequate maintenance, problems with electrical
power, acts of God; usage not in accordance with product instructions or in a configuration not approved
by Itron; (ii) service or repair processes (including installation or de-installation of equipment, parts, or
firmware/software) not performed or authorized by Itron; (iii) use of parts, configurations or repair depots
not certified by Itron; or (iv) Customer’s failure to perform Customer responsibilities in accordance with
this Addendum, including caring for Products in accordance with System Documentation.

6.4. Estimation Fees. Itron will provide Customer with a price quote for the estimated cost, including
labor, materials and shipping, for any repairs that are requested, but nol included under this Addendum
(whether because the item is not covered or because the nature of the repair is not included), If Customer
elects to have Itron proceed with the requested maintenance on any such item, Customer will provide its
authorization to proceed in writing and Itron shall provide such services at Itron’s then-current rates. If
Customer elects not to proceed with the requested repair, Itron will return the item of equipment at
Customer’s expense. Itron may charge Customer its then-current handling, inspection and shipping fees
for any such retumed equipment.

6.5. Adding/Restoring Equipment to Maintenance Services. Following the effective date of this
M&S Addendum, additional Covered Equipment purchased by Customer, of a similar type and model
already covered by Services under this Addendum, shall automatically be deemed to be Covered
Equipment following expiration of the warranty for such equipment. If Customer declines coverage after
the end of warranty, discontinues Services for any Covered Equipment or has Covered Equipment
serviced or repaired by a third party that is not Itron certified, and thereafter wishes to add such
equipment as Covered Equipment, Itron may, prior to such equipment being included as Covered
Equipment,(i) inspect such equipment at its then-current rates to determine whether it is in Operating
Condition and/or (ii) charge its then-current re-certification fee, in addition to the Covered Equipment’s
first term maintenance fee.

6.6. Customer Equipment Responsibilities. Itron shall make available, and Customer shall obtain, a
copy of Itron’s user documentation for Covered Equipment and Customer shall perform regular
preventive maintenance for each such item in accordance with such documentation. Customer shall also
keep accurate records of Covered Equipment serial numbers and locations to assist Itron with the

Services.

6.7. Loaner Equipment Program. Subject to the requirements below, Itron shall make commercially
reasonable efforts to provide Customer Loaned Mobile/Handheld Equipment for the Customer to use
(each an item of while a Mobile Collector or Handheld unit that is Covered Equipment is receiving
Services under this Loaned Mobile/Handheld Equipment. Itron shall provide Loaned Mobile/Handheld
Equipment if all the following criteria are satisfied:

6.7.1. Customer has maintained an inventory of spare Mobile Collectors or Handheld units equal
to at least ten (6) percent of the number of Mobile Collectors or Handheld units deployed in Customer’s
service territory (having at cast one spare Mobile Collector) and such inventory has been depleted;

6.7.2. Itron has provided preventive Maintenance Services for each of Customer’s Mobile
Collectors or Handheld Devices (as applicable) that are Covered Equipment in the 12-month period prior
to Customer’s request for Loaned Mobile/Handheld Equipment; and

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6.7.3. Itron is unable to return the Mobile Collector or Handheld Devices, as applicable, receiving
Services within the applicable turnaround time set forth in the Repair Table.

6.7.4. Loaned Mobile/Handheld Equipment wil! remain the property of Itron and shall be returned
to Itron promptly upon receipt of the corresponding item of Covered Equipment. For Loaned
Mobile/Handheld Equipment that is not returned within fourteen (14) days from shipment of the
corresponding item of Covered Equipment, Itron may charge a late fee equal to ten (10) percent of the
then-current list price for the item of Loaned Mobile/Handheld Equipment for each thirty (30) day period
during which the item of Loancd Mobile/Handheld Equipment remains unreturned. Itron shall pay the
cost of delivering Loaned Mobile/Handheld Equipment to Customer and Customer shall pay the cost of
returning Loaned Mobile/Handheld Equipment to Itron.

7. Fees and Invoicing. As compensation for the Services under this Addendum, Customer shall, in
advance, pay to Itron the Annual Fee for each Maintenance Year in which it receives Services under this
Addendum. Itron shall invoice Customer for Services to be provided during the initial Maintenance Year
as soon as practicable following the Effective Date. For Services provided during any subsequent
Maintenance Year, including Services for newly purchased or licensed Covered Products, Itron shall
provide Customer with a renewal notice at least one-hundred twenty (120) days prior to the
commencement of each Maintenance Year. Customer may discontinue Maintenance Services for a
Product by providing Itron with written notice of non-renewal for such Product no less than ninety (90)
days prior to the commencement of any subsequent Maintenance Year. Approximately twenty (20) days
prior to the commencement of any subsequent Maintenance Year, Itron shall provide Customer with an
invoice for the Annual Fee payable by Customer for the forthcoming Maintenance Year (including the
Annual Adjustment). Itron may, in its discretion, invoice Customer for Services for a Covered Product
that is added during the course of any Maintenance Year as soon as such Covered Product has been added
or at the beginning of the next Maintenance Year. Any fees for additional services not included in Itron’s
Maintenance and Support Services outlined in this Agrecment, such as for additional Field Support or
otherwise, will be at jointly reviewed under mutually agreed upon rates.

8. Support For Third Party Products. For any Covered Product that is a “Third-Party Product”
(each, a “Third Party Covered Product’) Itron shall provide first-tier Customer support by handling all
initial Customer inquiries, identifying the component involved in the problem and obtaining appropriate
documentation of such inquiry or problem. In addition, Itron shall make commercially reasonable efforts
to facilitate Customer's receipt of maintenance and support for such Third Party Products consistent with
the maintenance terms identified on the Order Document for such Third Party Products. Notwithstanding
anything else to the contrary, Itron's sole obligation with respect to maintenance and support for Third
Party Products shall be as set forth in this Section,

{Attachment I Follows]

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Attachment 1 to Maintenance & Support Services Addendum
— Software Maintenance & Support Service Levels —

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Severity Level

Response Times

Effort Level and Escalation Path

Severity Level 1. Critical
Business Impact / System
Down: An Error for which there
is no work-around, which causes
the Product / Software or a
critical business function /
process of the Itron system to be
unavailable. System use and
operation cannot continue.

*Severity 1 errors must be
reported by phone to initiate the
Severity 1 response

process. SRs initiated by email
or web interface are logged as a
Severity 3 until reviewed by
Itron Technical Support Services
and validated as a higher
priority,

During after-hour periods,
Itron will respond to a
critical support voice
messages within 15 minutes
by a return call to
Customer, which will
validate receipt of the
critical support call and
begin the SR process.
During regular business-
hours Itron will begin the
SR process during
Customer’s initial call.

Following the start of the
SR process Itron will
respond to Customer’s SR
within 2 business hours
with an investigation
Tesponse.

Following the investigation
response, Itron will update
Customer at three hour
intervals during each day
the SR remains unresolved,
or as otherwise agreed by
the Parties.

Customer will respond to
an Itron inquiry or request
within three hours

Itron will make diligent efforts on a 24x7
basis*, or as otherwise agreed by the Parties. A
SR shall be escalated to Itron's TSS
Management Team if a Fix is not provided
within | business day of Itron’s receipt of the
Customers call and creation of the SR.

*24X7 support for Severity Level 1 Errors is
not currently available for Itron Meter
Products, Energy Forecasting and Load
Research Products, and Distribution Products.

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