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

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2.Purchase Order Requirement.Customer shall purchase Services and any Equipment by issuing a purchase order or similar ordering document accepted by Itron("Purchase Order")indicating specific Services and Equipment,Itron part numbers,quantity,unit price, total purchase price,shipping instructions,requested shipping dates,bill-to and ship-to addresses,tax exempt certifications,if applicable,and contract reference. No contingency contained on any Purchase Order shall be binding upon Itron.The terms of this Agreement shall apply,regardless of any additional or conflicting terms of any Purchase Order or other correspondence or documentation submitted by Customer to Itron,and any such additional or conflicting terms are deemed rejected by Itron. 3.Term.The initial term of this Agreement begins on the Effective Date and expires one(1)year following the Effective Date. Thereafter,the term of this Agreement will automatically renew for successive one-year periods,unless either Party provides the other with written notice of its intent not to renew at least ninety(90)days prior to commencement of the next renewal period.Any accepted Purchase Orders as of the expiration date of this Agreement shall be completed by the Parties and the term of this Agreement will be extended solely for that purpose until completion_This Section is subject to Section 15("Termination")of this Agreement. 4. Fees,Invoicing,Taxes and Payment 4.1. Fees. Initial fees for Services and Equipment are set forth in the Quote or,if no Quote,!Iron's then-current list price at the time of Purchase Order acceptance by Itron. If the Territory is the United States,Customer will issue its Purchase Order to Itron,Inc.and pay Fees to such entity in USD. If the Territory is Canada,Customer will issue its Purchase Order to Itron Canada,Inc. and pay Fees to such entity in CAD. 4.2. Invoicing. 4.2.1.Customer shall pay Subscription Fees in advance for each Billing Cycle for which it has purchased a Service Offering. Itron will invoice Customer for the One-Time Setup Fee and initial Subscription Fees for each Service Offering upon the Service Offering Commencement Date. During deployment, Itron will invoice Subscription Fees quarterly beginning on the Effective Date and each subsequent period of three months. Beginning on the anniversary of the Effective Date immediately following completion of deployment Itron will invoice Subscription Fees annually in advance. Deployment is considered complete when Customer installs the quantity of devices specified in an applicable purchase Order or pricing document. 4.2.2.Equipment. Itron will invoice Customer for Equipment and related shipping costs on or after the date of shipment. 4.2.3.Maintenance Services. Fees for Software Maintenance Services are included in the Subscription Fee for the applicable Service Offering.As compensation for Maintenance Services for Equipment,Customer shall,in advance,pay Equipment Maintenance Fees for each Billing Cycle in which it receives such Maintenance Services. Itron shall invoice Customer for Equipment Maintenance Services to be provided during the first Billing Cycle as soon as practicable following the M&S Commencement Date. For Equipment Maintenance Services provided during any subsequent Billing Cycle,Itron shall provide Customer with a renewal notice at least 120 days prior to the commencement of each Billing Cycle. Customer may discontinue Maintenance Services for any Covered Itron Equipment or Covered Third-Party Equipment by providing Itron with written notice of non-renewal for such Covered Product(s) no less than 90 days prior to the commencement of any subsequent Billing Cycle. Otherwise,approximately 20 days prior to the commencement of each subsequent Billing Cycle,Itron shall provide Customer with an invoice for Equipment Maintenance Fees payable by Customer for the forthcoming Billing Cycle. Itron may,in its discretion,invoice Customer for Maintenance Services for Covered Itron Equipment or Covered Third-Party that is added during any Billing Cycle as soon as such Maintenance Services have been added(at a prorated amount)or at the beginning of the next Billing Cycle.The Equipment Maintenance Fee for any partial Billing Cycle(i.e.,for Covered Itron Equipment or Covered Third- Party Equipment with a M&S Commencement Date falls after the beginning of the Billing Cycle)shall be prorated based on the applicable M&S Commencement Date and the remaining number of months Customer is to receive Maintenance Services during the Billing Cycle. 4.3. Payment. Customer must pay each invoice within thirty(30)days of the invoice issuance date_Payment must be made by electronic transfer to a bank account designated by Itron. STANDARD NAM Cellular AMI (Water& Gas)