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

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Covered Itron Equipment End of warrantyperiod Third Party Covered Products Per applicable third-party service provider terms and conditions Maintenance Services means maintenance and support services described in Section 8("Maintenance Services")of this Agreement. Mobile Device Software means Itron's Temetra Mobile application. One-Time Setup Fee means the one-time setup fee(s)for each Service Offering identified in the applicable Quote or,if no Quote, Itron's then-current list price at the time of Purchase Order acceptance by Itron. Operating Condition means performance in accordance with applicable published Itron specifications. Partymeans Customer or Itron and Parties means Customer and Itron_ Primary Services Contacts means Customer's primary support staff who provides internal support to Customer's operations personnel and who are key interface to Itron for all Maintenance Services. Quote means a quote for Services and/or Equipment provided to Customer by Itron or a Channel Partner. Release means a collection of Fixes and/or Improvements made available by Itron to Customer. Service Offering means the Temetra software-as-a-service offering identified on the applicable Purchase Order whereby Itron or its designated provider hosts and provides Customer with access to SaaS Software on Servers via the internet. SaaS Software means the Itron proprietary data collection and management computer program(s)for the Service Offering(s) purchased by Customer. Servers means the physical computer hardware owned by Itron or its designated provider on which SaaS Software will be installed, operated,and maintained by or on behalf of Itron. Service Offering Commencement Date means,with respect to each Service Offering,the date Itron makes access credentials for the Service Offering available to Customer. Service Levels means the defined level of impact and associated response time,effort level,and escalation path procedures and guidelines described in Attachment A to this Agreement. Services mean the Service Offering(s)and Maintenance Services. Software means Mobile Device Software and SaaS Software. Subscription Fees means annual fees identified in the applicable Quote or,if no Quote,Itron's then-current list price at the time of Purchase Order acceptance by Itron,for each Service Offering,plus the Annual Adjustment,if any. Subscription Term means the subscription term purchased by Customer for each Service Offering,which begins upon the applicable Service Offering Commencement Date_ Territory means the country in which Itron provides Services and/or Equipment to Customer. Third-Party Equipment means equipment listed on a Purchase Order for sale to Customer under this Agreement that is not manufactured by or on behalf of Itron. STANDARD NAM Cellular AMI (Water& Gas)