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

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7.3.Updates. Itron may from time to time in its sole discretion develop and provide Mobile Device Software updates,which may include upgrades,bug fixes,patches,other error corrections,and/or new features(collectively,including related documentation, "Updates"). Based on Customer's Mobile Device settings,when Customer's Mobile Device is connected to the internet either: (a)the Mobile Device Software will automatically download and install all available Updates;or(b)Customer may receive notice of or be prompted to download and install available Updates.Customer shall promptly download and install all Updates and acknowledge and agree that the Mobile Device Software,the Service Offering,or portions thereof may not properly operate should Customer fail to do so. Customer further agrees that all Updates will be deemed part of the Mobile Device Software and be subject to all terms and conditions of this Agreement. 7.4.Compatible Mobile Devices.Mobile Device Software is designed to work in connection with Mobile Devices that meet Itron minimum requirements. Itron will provide the minimum specifications to Customer. Itron is not required to make Mobile Device Software work with any other mobile devices. 7.5. Disclaimer of Liability. Mobile Device Software requires Internet connectivity,which Customer is solely responsible for procuring. Itron accepts no responsibility for any Internet services failure,Mobile Device failure,or for any loss or damage of any kind caused by such failure. 8.Equipment 8.1.Ordering, Lead Time&Ship Date.Scheduled shipping dates will be assigned by Itron as close as possible to Customer's requested date based on Itron's then-current lead times for the Equipment. Upon Customer's request,Itron will communicate current lead times. Itron will also communicate scheduled shipping dates in the order acknowledgment or on Itron's customer portal. 8.2.Order Cancellation&Rescheduling. Purchase Orders for Equipment may not be canceled or rescheduled by Customer,unless agreed to by Itron. 8.3. Shipment,Title&Risk of Loss. Shipping terms are set forth in the applicable Pricing Summary to this Agreement(the "Shipping Terms")and shall be included by Customer on each Purchase Order for Equipment. Unless otherwise provided in the Shipping Terms,Customer is responsible for making shipping arrangements,and will bear the cost of transporting Equipment,from the place of origin to the place of destination,title and risk of loss shall transfer from Itron to Customer,and delivery shall be deemed to have occurred,upon release to the first carrier,except for cross-border shipments in which case title shall transfer from Itron to Customer upon completion of export clearance. 8.4. Itron Equipment Warranty. Itron warrants solely to Customer that Itron Equipment will be free from defects in materials and workmanship and will conform in all material respects to the applicable Itron published specifications for one(1)year following the original shipment date.As Customer's sole and exclusive remedy for a breach of the foregoing warranty,Itron will,at its option and expense:(i)repair or replace faulty Itron Equipment under warranty after it has been returned to an Itron-designated repair facility during the Warranty Period in accordance with Itron's then current RMA policy and procedures,(ii)provide Customer with a Firmware or software fix to correct the nonconformity,or(iii)if Itron determines(in its reasonable judgment)that it is unable to provide a remedy specified in item(i)or(ii)of this section,Itron will provide Customer with a depreciated refund of the purchase price for the applicable Itron Equipment. Customer will pay the cost of returning Itron Equipment to the Itron designated repair facility and Itron will pay the cost of returned repaired or replacement Itron Equipment to Customer. Customer is responsible for any labor costs associated with removal or reinstallation of Itron Equipment. Repaired and replacement Itron Equipment will be warranted for the remainder of the Warranty Period,or sixty(60)days from the ship date of the repaired or replaced Itron Equipment,whichever is longer. 8.5. Itron Equipment Warranty Exclusions.The above warranty does not cover Itron Equipment in poor operating condition due to: (a)changes made to Itron Equipment without Itron's prior written consent;(b)use with cables,mounting kits,antennas,battery backups and other devices,third party software or firmware that Itron has not provided to Customer or approved in writing for use with Itron Equipment;(c)Customer's or a third party's misuse,abuse,negligence,or failure to install,test,handle or operate Itron Equipment in accordance with its Documentation;(d)a Force Majeure event;or(e)incorrect data,or data entry or output by STANDARD NAM Cellular AMI (Water& Gas)