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

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26.1.1.Conventional AMI Use Cases. Unless otherwise approved in writing by Itron in accordance with Section 26.1.2 below, Customer will use Cellular AMI (Water&Gas)only for the following conventional AMI use cases: (a)up to four reads per day of the following available read types: no more than twice daily retrieval of interval data,daily reading of meter registers,on- demand reads,meter pings,and(b) up to five Firmware upgrades for the life of the Endpoint. Usage beyond conventional use cases could result in premature battery failure. 26.1.2.New Use Cases. If Customer requests additional use cases, Itron or its designee will review any request for new use cases,study the impact on network capacity and functionality and render a decision within 90 days of the request. Itron reserves the right to charge additional fees for any new use cases. 27. Service Levels. This Section 27 sets forth the read rate service levels for Cellular AMI(Water&Gas).The read rate service level commitments are outlined below and are contingent upon Customer's purchase of(and ongoing right to receive)Cellular AMI(Water&Gas) in accordance with this Agreement.The service level commitments do not apply to pilot deployments of Cellular AMI(Water&Gas). 27.1.Service Level Definitions.The following defined terms are applicable to Cellular AMI(Water&Gas)service levels: Available Endpoint is an Endpoint that meets the following criteria: (a)the Endpoint has been properly installed,operated,and maintained according to Itron published policies and procedures;(b) Customer has provided all necessary and correct information for Itron to properly provision the Endpoint in Itron's data collection platform;(c)adequate cellular coverage signal quality is measured,as defined by applicable product specifications;(d)cellular coverage is not affected by temporary or permanent obstructions or other conditions outside of Itron's control;(e)there are no wireless carrier interruptions or gaps in cellular coverage. An Endpoint will not be considered an Available Endpoint under any of these conditions:(1)if an exception is detected by Itron or reported by Customer,but the exception cannot be resolved remotely,or(2)the Endpoint is under field investigation. Billing Window means a rolling three-day period during which register read data is collected. Billing Window Read Rate means the percentage of Available Endpoints from which register read data has been collected by Temetra during the Billing Window or the twenty-four(24)hours immediately preceding the Billing Window. 27.2.Service Level Report. Itron will deliver a monthly service level report that identifies performance against service levels. If Itron does not meet a service level,the report will give the reason the service level was not achieved and describe the corrective actions taken. 27.3.Service Level Commitment. Provided Customer has paid all SaaS Subscription Fees,the average monthly Billing Window Read Rate of Available Endpoints during the Subscription Term of this Service Offering will meet or exceed 98.5%_ Itron records and data will be the sole basis for all Billing Read Rate measurements and calculations. 27.4.Service Level Exclusions. Itron shall not be liable for failing to meet any service level commitment set forth in this Agreement to the extent such failure is attributable to any one or more of the following:(a)planned maintenance or scheduled upgrades;(b)an event designated by local,state or federal government authorities as a disaster triggering a disaster recovery and for a twenty-four (24)hour period after the resumption of service following such an event to allow the system to return to normal operating ranges; (c)suspension or restriction of service under Section 6.8(Suspension or Restriction of Service);and(d)conditions beyond Itron's reasonable control,including but not limited to(i)failure of any backhaul between the Service Offering and the Endpoints,including any scheduled or emergency maintenance and upgrades to the backhaul network;(iii)failures in external Internet or VPN configurations not managed by Itron;(iv)a force majeure event;(v)false reports of unavailability as a result of outages or errors of any Itron measurement system;(vi)an act or omission of Your or any third party(other than Itron's contractors,subcontractors or suppliers),including security incidents caused by such act or omission;(vii)incident investigation or computer failures that could not reasonably have been prevented by Itron;(viii)failures of Your or third-party equipment,hardware,software,or services, communication links,or similar failures not provided by Itron;(ix)Your failure or delay in meeting Your obligations or performing tasks designated as Your responsibility in this Agreement;or(x)any warranty qualification or disclaimer set forth in Section 8.5 (Itron Equipment Warranty Exclusions)or Section 10(Warranty Disclaimer)of this Agreement. STANDARD NAM Cellular AMI (Water& Gas)