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DocuSign Envelope ID:6446D5EO-3F25-4EE6-AD02-9EOE6FEEE4D7 <br /> ll�on <br /> ATTACHMENT A <br /> Additional Terms <br /> This section pro,.ides key terms governing the performance cf the Services and the al'ccation of liabiliby.v;ithout v,hich the fees <br /> charged for the Services v;ould be higher. <br /> • Customer u i furnish all fad itles and assistance at Customers site as requested by ltron perscnnei performing the Services. <br /> • Itcn recognizes and acknowledges that Customer is an Illinois municipaliby and as such is subject to the Illinois Freedom of <br /> Information Act. Recognizing the responsic;ities and obligations Customer has pursuant to that.Act the parries acknavledge <br /> that each party may acquire non-public information and material that is confidential proprietary or trade secret informatics <br /> f Confidential Infcrma6ed of the other party. An, such Confidential Information shall be(t i items conspicuously marked or <br /> ot.hew;.se identified as"ccnidentia,'"or'proprietary'at the time of disclosure.or if not marked,information that should,by its <br /> nature,be considered confidential,and i Z i stems set forth in this SO'A'. <br /> • Except for infomraticn that has oeen published or is olimero:ise available to the receiving patty,,ithout breach of this SO'vY, <br /> each park,agrees to take all steps reasonably necessary to hold in trust and confidence the other party s Confidential <br /> Information and net to dsclose it to third parlies or to use it in any xray,commercial ,'or othermse..other than as permitted <br /> under this SO:`1. Each party vral tion the disclosure of Confident at Information to employees or subcontraclors with a reed <br /> to kna.:,wftc:rij have been advised of the confidential nature of file Confidential Information:and(ii)have ackno eledged the <br /> express obligation to maintain such confdent ality Nct/;ithstanding anything to the contrary.d>sclosure of Confidential <br /> Information pursuant to a request made under the Illinois Freedom of information Act vii i not constitute a breach of this <br /> agreement,provided.however.that ii�prior to disclosure Cuslorrer promptly notifies Itron of the request in order for Itron to <br /> seek a protective order against disclosure, ;ii Customer provides all reasonably requested assistance to Itron in seeking <br /> such an order:and(i i)an;:disclosure still required after such an order is sought is narraoly tai'cred to include only that <br /> information required to ce disclosed. <br /> • Fees for Services%will be billed in U S.Dollars on a Iixed fee or time and material basis at the rates identified herein Fees will <br /> be invoiced v ithin thirty(30;days after the Ser;ices Payment terms are net 3C from date of im-cite Customer mill <br /> reimburse Itron for all reasonable and documented travel,lodging and related expenses incurred b,Itron personnel in <br /> performing Services. The terms and conditions of this SOA'shall supersede the terms of any purchase order issued by the <br /> Customer <br /> • Itrcn is a developer of computer scttv,are and as such may use its proprietary soft.vare,documentation and other softy;are <br /> licensed to Itren in the performance of the Seriices.All sottr:are,sottvare enhancements updates,bug foes and other <br /> modifications to the scfMare and documentation and other related work product resulting from this Agreement are and sha <br /> remain the property of Itron or its licensors Customer may be entitled to use the software and docuniertation only in <br /> accordance with a separate scfhvare license agreement <br /> • itren warrants that a]Services provided under this SO'/'1 k,;m oe perfonred in a professicnai and'.vorkmanlike manner in <br /> accordance,%ith indus r,standards. For Services that do not meet this warrannE. Itron v;ili re-perform the Services at its cost <br /> provided that Customer rctiies Itron in suiting of such deficient Services•.Atkin s-1y(60)days of the date that`;he Services <br /> were initially performed. The foregoing states Customers exclusive remedy and Itrcn's sole liability for breach of this <br /> Services viarrart'� THIS:'1A.P.RAtJT i IS EXCLUSIVE AND IN LIEU OF ALL OTHER'A,:ARRANTIES.'AHETHER <br /> EXPRESS OR IPAPLIED,INCLUDING ThE ItAPLIED:^1ARRANTiES OF P.IERCHANTL1.BILIT(.AN D FiTNESS FOR A <br /> PARTIGUtr,R PURPOSE':'11TH RESPECT TO SERVICES AidD DELIVERAELES <br /> • NEITHER P.=.•.RTI SHALL BE UABLE TO THE OTHER FOR LOST PROFITS OR INDIRECT,SPECIAL,INCIDENTAL OR <br /> CONSEQUENTIAL DAMAGES ARISING OUT OF THIS SMY. EVEN!IF THE PARTY HAS BEEN NOTIFIED OF THE <br /> POSSIBILI i r OF SUCH DAMAGES. UNDER NO CIRCUl'OSTAt•ICES WILL ITRON S LIABILIT'r'TO CUSTOP:iER <br /> EXCEED FIFTY PERCENT,50%.,OF THE AMOUNTS PAID BY CUSTOMER TO ITRON R1 THE T,lacLVE(12)N,'ONTH <br /> PERIOD PRIOR TO THE DATE OF ANI'CLAIM <br /> • Itrcn vili not be responsible for any fa use to perform the Services due to unforeseen circumstances beyond its reasonable <br /> control <br /> • This SO:"1,including any sets cut the entire agreement cehveen the parties relative to its subject matter and <br /> supersedes all prior or contemporaneous agreements or representations..oral or written. Execution of a facsimile or <br /> electronic cop;of this Agreement sha have the same force and effect as execution of an crginal. <br /> • This SO;11,including any Attachments and its performance hereunder shall be governed by and construed in accordance <br /> v;,th the lavas of State of Illinois v:ithout reference to ill nois conflicts of lair principies Th'e U.N.Convention on Contracts for <br /> the International Sale of Goods and any jurisdiction's implementation thereof shall not apply to this SOt'1. <br /> GonBdeniiavl Page 7 of fS <br />