R2026-119 Resolution Authorizing a Standard North American Cellular AMI Solution Agreement with Itron, Inc.

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9.4.3.Exclusions. Covered Itron Equipment Maintenance Services do not include repairs related to: (i)damage due to accident, abuse,misuse,inadequate maintenance,problems caused by electrical power surges or acts of God outside of the tolerances set forth in the applicable published Itron specifications;(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 or authorized by Itron;or(iv)Customer's failure to perform material Customer responsibilities in accordance with this Addendum,including caring for Covered Itron Equipment in accordance with applicable Documentation 9.4.4. Estimation Fees. Itron will provide Customer with a price quote for the estimated cost(including current inspection fees), including labor,materials and shipping,for any repairs to equipment that are requested,which Itron determines are excluded from or not included within the Maintenance Services ordered by Customer. If Customer elects not to proceed with the requested repair,Itron will return the item of equipment at Customer's expense and Itron may charge Customer its then-current inspection fee. 9.4.5.Adding/Restoring Equipment to Maintenance Services. Following the Effective Date,additional Covered Itron Equipment purchased by Customer,of a similar type and model already covered under this Agreement,shall automatically be deemed to be Covered Itron Equipment following the M&S Commencement Date. If Customer declines or discontinues Maintenance Services for any Covered Itron Equipment and thereafter wishes to add or restore such equipment as Covered Itron Equipment, Itron may,prior to such equipment being included as Covered Itron Equipment,inspect such equipment at Itron's then current rates to determine whether it is in Operating Condition and/or charge Itron's then current re-certification fee,in addition to prorated Equipment Maintenance Fees for the then-current Billing Cycle(the"Re-initiation Costs").At Customer's request,Itron will provide Customer with a quote for estimated Re-initiation Costs for equipment that Customer wishes to add or restore as Covered Itron Equipment under this section. 9.4.6. Equipment Responsibilities. Itron shall make available,and Customer shall obtain,a copy of the Documentation for Covered Itron Equipment and Customer will be responsible to perform preventive maintenance for each such item in accordance with such Documentation. Customer shall also keep accurate records of Covered Itron Equipment serial numbers and locations to assist Itron with performing Maintenance Services. 9.4.7.Support for Third Party Equipment. Itron shall provide first tier Global Support Services for Third Party Covered Equipment by handling all Customer inquiries,attempting to identify 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 Covered Equipment consistent with the third- party maintenance terms made available to Customer by Itron. Notwithstanding anything else to the contrary,Itron's sole obligation under this Addendum with respect to Third Party Covered Equipment shall be as set forth in this section. 9.5. End of Support Itron may discontinue Maintenance Services for any Covered Itron Equipment,effective as of the end of the applicable Billing Cycle,by giving Customer written notice of such discontinuance no less than one hundred eighty(180)days prior to the end of such Billing Cycle.The end of support date for a Covered Third-Party Equipment shall be the date specified by the applicable third-party service provider,which date will be promptly communicated by Itron to Customer following the date of receipt. If the end of support date is scheduled within a subsequent Billing Cycle,Equipment Maintenance Fees for that subsequent Billing Cycle will be pro-rated through the end of support date_At Customer's request,Itron may elect to provide custom support for Equipment 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 Maintenance Services with respect to Equipment for which Itron has discontinued Maintenance Services. Periodically,Itron will make available product plan publications, including product information letters(PIL),product newsletters or written technology roadmaps which outline Itron's general plans for continued support and end of support of applicable Covered Products. Product publications are used as general guidelines for Customer communications and planning,which may be updated from time to time_ 10.Warranty Disclaimer. EXCEPT FOR THE LIMITED ITRON EQUIPMENT WARRANTIES SET FORTH IN SECTION 8.4("ITRON EQUIPMENT WARRANTY),ITRON MAKES NO WARRANTY OF ANY KIND RELATING TO SERVICES AND EQUIPMENT AND DISCLAIMS STANDARD NAM Cellular AMI (Water& Gas)