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8282 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A Itron MDMS (NTE $5,004,208.24) FILE Ginny Brummett Not Applicable 8282 AUGUST 15, 2023 AUGUST 15, 2030 23-1506 Itron, Inc. 2111 North Molter Road Liberty Lake, WA 99019 1 SECOND AMENDMENT TO THE MASTER SALES AGREEMENT BETWEEN ITRON, INC. AND THE CITY OF DENTON, TEXAS This Second Amendment (this "Amendment") is made effective as of the last date of execution below ("Amendment Effective Date"). WHEREAS, Itron, Inc. (“Itron”) and CITY OF DENTON, TEXAS ("Customer”) entered into that certain Master Sales Agreement dated 02/01/2022 (the “Agreement”); WHEREAS, the Parties wish to amend the Agreement for the purpose of adding Itron’s Software as a Service (“SaaS”) Addendum; and WHEREAS, the Parties recognize that the Agreement was extended an additional six months to July 31, 2023 pursuant to that certain amendment executed between the Parties on January 3, 2023. NOW, THEREFORE, in consideration of the mutual promises and obligations below, Itron and Customer agree to the foregoing recitals and as follows: 1. Capitalized terms used herein that are not otherwise defined in this Amendment shall have their meanings specified in the Agreement. 2. Exhibit A Special Terms and Conditions, replace Section 2. Contract Terms with the following: “2. Contract Terms The contract term will expire on October 31, 2028. Thereafter, the term of this contract will automatically renew for two 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. The awarding or continuation of this contract is dependent upon the availability of funding. Customer’s payment obligations are payable only and solely from funds appropriated and available for this contract. The absence of appropriated or other lawfully available funds shall render the Agreement null and void to the extent funds are not appropriated or available. Customer shall provide Itron written notice of the failure of Customer to make an adequate appropriation for any fiscal year to pay the amounts due under the Agreement or the reduction of any appropriation to an amount insufficient to permit Customer to pay its obligations under the Agreement. Itron may terminate this Agreement and/or applicable Order Document if Customer appropriations are not made within ninety (90) days in advance of new services to begin. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to Customer.” 3. In Master Sales Agreement General Terms and Conditions, replace Section 3. Term with the following: “3 Term. The initial term of this Agreement begins on the Effective Date and expires on October 31, 2028. Thereafter, the term of this contract will automatically renew for two 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 in-process Statements of Work and 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 11 (“Termination”) of these General Terms and Conditions. The awarding or continuation of this contract is dependent upon the availability of funding. Customer’s payment obligations are payable only and solely from funds appropriated and available for this contract. The absence of appropriated or other lawfully available funds shall render the Agreement null and void to the extent funds are not appropriated or available. Customer shall provide Itron written notice of the failure of Customer to make an adequate appropriation for any fiscal year to pay the amounts due under the Agreement or the reduction of any appropriation to an amount insufficient to permit Customer to pay its obligations under the Agreement. Itron may terminate this Agreement and/or applicable Order Document if Customer appropriations are not made within ninety (90) days in DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A Itron, Inc. 2111 North Molter Road Liberty Lake, WA 99019 2 advance of new services to begin. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to Customer.” 4. Add to the Agreement as the following new Addendum: • Exhibit G -Software as a Service Addendum. 5. Add to the Agreement as the following new Exhibit: • Exhibit H- Pricing Summary-BMR # 26453-23 Ver2 Jun dated June 8, 2023. 5. Except as set forth in this Amendment, all of the provisions of the Agreement shall remain unchanged and in full force and effect. In the event of a conflict or ambiguity between this Amendment and the Agreement, this Amendment shall control. 6. This Amendment may be executed in counterparts, which may be delivered by email, facsimile transmission or similar means. INTENDING TO BE LEGALLY BOUND, each party represents and warrants that it has all necessary power and authority to enter into this Amendment to the Agreement. CITY OF DENTON, TEXAS Itron, Inc. By By Name Name Title Title Date Date DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A 7/26/2023 VP Tax and Corporate Treasurer Joel Vach City Manager Sara Hensley 8/16/2023 Itron, Inc. 2111 North Molter Road Liberty Lake, WA 99019 3 (EXHIBIT G) Software-AS-A-Service ADDENDUM General SaaS Terms and Conditions 1. Relationship to General Terms and Conditions. This Software-as-a-Service Addendum (this “Addendum”) is governed by the General Terms and Conditions of the Agreement and applicable Order Documents. 2. Entire Addendum. This Addendum consists of these General SaaS Terms and Conditions, which generally apply to all Service Offerings, and any attached Special Terms and Conditions, which apply to specific Service Offerings. Unless otherwise provided, references to this Addendum shall be deemed to encompass these General SaaS Terms and Conditions and any attached Special Terms and Conditions. 3. Order of Precedence. In the event of any inconsistencies, ambiguities or conflicts between these General SaaS Terms and Conditions and the Special Terms and Conditions, the Special Terms and Conditions shall prevail, but only with respect to the applicable Service Offering. 4. Definitions. The following defined terms are in addition to those defined in the General Terms and Conditions of this Agreement: Annual Adjustment means Itron’s annual price increase. Endpoint means an electric meter, gas or water endpoint receiver-transmitter, battery-powered device, or any other device that Itron has agreed to monitor as part of a Service Offering which Endpoints are identified in the Order Document or Pricing Summary. General SaaS Terms and Conditions means the terms and conditions set forth in the main body of this Addendum comprised of Sections 1 (“Relationship to General Terms and Conditions”) through 19 (“Roles and Responsibilities”). Maintenance Services means services provided under the Maintenance and Support Services Addendum. Minimum Subscription Term means the minimum number of SaaS Billing Cycles during which Customer is required to subscribe for each Service Offering, which shall be three (3) SaaS Billing Cycles following the applicable Service Offering Commencement Date, unless otherwise stated in the applicable Order Document or Pricing Summary. One-Time Setup Fee means the one-time setup fee for each Service Offering identified in the applicable Order Document or Pricing Summary. Recovery Point Objective or RPO means the maximum tolerable time period which data might be lost from production Software due to a service interruption event. Recovery Time Objective or RTO means the duration of time allowing for the execution of all failover processes required to return access, connectivity, functionality, and operation of production Software to Customer following declaration of a disaster event. SaaS means software-as-a-service whereby Itron or its designated provider hosts and provides Customer with access to Software on Servers via the internet. DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A Itron, Inc. 2111 North Molter Road Liberty Lake, WA 99019 4 SaaS Billing Cycle means a period of one year beginning on the Effective Date or any anniversary thereof. SaaS Application Availability means the total number of minutes in a calendar month that the applicable Software is available via (a) a web browser client, (b) web services interface and (c) thin client. Scheduled downtime is excluded from this calculation. A determination of availability will be based on 24x7 accessibility, less any exclusions set forth in this Addendum. Servers means the physical computer hardware owned by Itron or its designated provider on which Software will be installed, operated, and maintained. Service Offering means SaaS, plus any services that are additional or supplemental to SaaS, as described in the applicable Special Terms and Conditions. Service Offering Commencement Date means, with respect to each Service Offering, the earlier of (a) validation of such Service Offering implementation by Itron pursuant to the applicable Statement of Work, or (b) seven (7) days after completing application system setup and the Customer has been provided valid access credentials for such Service Offering. Software means each machine readable (object code) versions of computer program identified on the applicable Order Document or Pricing Summary for which Customer has purchased a Service Offering. Special Terms and Conditions means Service Offering-specific terms and conditions set forth on Attachment A to this Addendum. Subscription Fees means annual fees identified in the applicable Order Document or Pricing Summary for each Service Offering, plus the Annual Adjustment, if any. Where Customer has purchased an object code license to Software pursuant to the terms of the Software Addendum and wishes to purchase a Service Offering for such Software (“Hybrid SaaS”), license fees and fees for applicable Maintenance Services are not included within the Subscription Fees and must be paid separately. Where Customer is not purchasing Hybrid SaaS, fees for applicable Maintenance Services are included within the Subscription Fees. Subscription Term means the subscription term purchased by Customer for each Service Offering, which begins upon the applicable Service Offering Commencement Date. 5. Access Rights and Restrictions. 5.1 Access Rights. SaaS is only available for Itron Software identified in the table set forth in this Section 5.1 below for which Customer has purchased a Service Offering and paid all applicable fees. Subject to Customer’s compliance with the Agreement (including payment of all applicable fees which, in the case of Hybrid SaaS, shall include Software licensing fees and Maintenance Services support fees), Itron hereby grants to Customer, for the Subscription Term(s) purchased, a non-exclusive, non-transferable, non-assignable, limited right to access and use the Service Offerings, with respect to Endpoints owned or otherwise controlled by Customer, for its internal business purposes in the Territory (as defined in the General Terms and Conditions of the Agreement). Itron Software Eligible to Receive SaaS ACE VISION Itron Mobile Action Manager Mlogonline ChoiceConnect Fixed Network MV-90 xi Distributed Intelligence (Riva system) MV-PBS Distributed Intelligence (GenX system) MV-WEB EMMSYS OpenWay Collection Engine (CE) Everblu FN (Fixed Network) OpenWay Collection Manager (CM) DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A Itron, Inc. 2111 North Molter Road Liberty Lake, WA 99019 5 FCS Operations Optimizer – AMI Operations FDM Tools Operations Optimizer – Grid Operations FDM Workorders Operations Optimizer – Network Operations Field Tools Advanced Operations Optimizer – Revenue Assurance Field Tools Basic Operations Optimizer – QuickStart (RA/AMI Ops) Gas and Water Analytics Performance Manager Gridscape Saturne HAN Communications Manager Streetlight Vision IntelliSOURCE Express Temetra Itron Enterprise Edition TMS Itron Enterprise Edition Service Mode UIQ: Advanced Metering Manager, Meter Program Configurator, Control Platform, Outage Detection and SensorIQ Itron Analytics 5.2 Restrictions on Use. Customer and its authorized users may not: (a) modify, translate or create derivative works of any Service Offering or related Documentation; (b) copy, reproduce, distribute, republish, download, display, post or transmit any portion of a Service Offering or related Documentation in any form or by any means; (c) sell, assign, transfer, lease or sublicense any Service Offering; (d) allow any third party, other than authorized users, to access any Service Offering or related Documentation without Itron’s prior written consent; (e) use any Service Offering or related Documentation to provide services to third parties, or otherwise use any Service Offering on a “service bureau” or “timesharing” or subscription basis including, in connection with devices or equipment not owned or otherwise controlled by Customer; (f) reverse engineer, disassemble, decrypt, extract or otherwise reduce any Service Offering to a human perceivable form or otherwise attempt to determine the source code or algorithms of any Service Offering (except to the extent the foregoing restriction is expressly prohibited by applicable law); (g) infringe any of Itron’s or its providers’ Intellectual Property Rights; (h) publicly publish the results of any benchmark tests run on any Service Offering; (i) use any Service Offering or related Documentation to engage in any fraudulent, illegal or unauthorized act; (j) knowingly introduce into or transmit through any Service Offering any material containing software viruses, worms, trap doors, back doors, Trojan horses or other harmful or malicious computer code, files, scripts, agents or programs; (k) remove, alter or obscure any titles, product logo or brand name, trademarks, copyright notices, proprietary notices or other indications of Itron’s or its providers’ Intellectual Property Rights, whether such notice or indications are affixed on, contained in or otherwise connected to a Service Offering; (l) attempt to gain unauthorized access to a Service Offering or Itron’s or its providers’ systems or networks; (m) merge any Service Offering with any other product or service without Itron’s prior written consent and the payment of any additional fees; or (n) access or use any Service Offering or related Documentation to build or support, and/or assist a third-party in building or supporting, products or services competitive to Itron or its providers. 5.3 Content Restrictions. Customer may not distribute, download, or place on any Itron or its providers’ website or Server, or use with any Service Offering, any content that: (a) Customer knows or has reason to believe infringes the Intellectual Property Rights of any third party or violates any rights of publicity or privacy; (b) violates any applicable law, statute, ordinance; (c) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; or (d) is obscene, pornographic or indecent (items (a) – (d) are collectively referred to as “Prohibited Content”). Itron reserves the right to remove any Prohibited Content from the Server without prior notice to Customer. DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A Itron, Inc. 2111 North Molter Road Liberty Lake, WA 99019 6 5.4 Breach of Restrictions. Customer’s breach of the restrictions set forth in Section 5.2 (“Restrictions on Use”) or Section 5.3 (“Content Restrictions) shall constitute a material breach of the Agreement and shall result in revocation and immediate suspension or termination, as determined by Itron in its sole discretion, of all rights and licenses granted under this Addendum with respect to the Service Offerings. Revocation does not preclude Itron from pursuing any legal and equitable remedies for Customer’s breach of these restrictions. 6. Invoicing and Payment. Customer shall pay Subscription Fees in advance for each SaaS 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. Initial Subscription Fees shall be prorated based on the number of months remaining in the current SaaS Billing Cycle following the Service Offering Commencement Date. Itron may discontinue a Service Offering by providing Customer with written notice of discontinuance no less than 180 days prior to the commencement of a SaaS Billing Cycle. Otherwise, Itron will provide Customer with a renewal notice for the Service Offering at least 120 days prior to the commencement of each SaaS Billing Cycle. Customer may discontinue a Service Offering by providing Itron with written notice of non-renewal no less than 90 days prior to the commencement of a SaaS Billing Cycle. Otherwise, approximately 20 days prior to the commencement of each SaaS Billing Cycle, Itron will provide Customer with an invoice for Subscription Fees payable by Customer for the forthcoming SaaS Billing Cycle. If Customer discontinues a Service Offering prior to expiration of the Minimum Subscription Term for that Service Offering, Itron will invoice Customer, and Customer will pay, for any unpaid Subscription Fees for the respective Service Offering through the end of the applicable Minimum Subscription Term. Maintenance Services fees and license fees relating to Hybrid SaaS will be invoiced in accordance with the Maintenance and Support Services Addendum and Software Addendum, as applicable. Itron has the right to adjust Subscription Fees at any time if Customer’s use of a Service Offering exceeds the applicable tier set forth in the respective Order Document or Pricing Summary. Subscription Fees adjusted as a result of Customer exceeding the applicable tier are typically invoiced within thirty (30) to sixty (60) days after provisioning of each respective Endpoint occurs. 7. Monthly Application Availability Service Level. 7.1 Service Level. Provided Customer has paid all applicable fees (including all Subscription Fees and, in the case of Hybrid SaaS, all maintenance and license fees) SaaS Application Availability with respect to each production environment Service Offering will be at least 99.5%, measured and reported monthly beginning in the first full calendar month following the respective Service Offering Commencement Date (“Monthly SaaS Application Availability Service Level”). The Monthly SaaS Application Availability Service Level will be measured and calculated separately for each Service Offering. Itron records and data will be the sole basis for all SaaS Application Availability Service Level measurements and calculations. 7.2 Service Level Credits. As Customer’s sole and exclusive remedy for Itron’s failure to meet the foregoing Monthly SaaS Application Availability Service Level, subject to the service level exclusions in Section 8.1 (Service Level Exclusions) below, Customer will be entitled to credits as follows: SaaS Application Availability (production environments only) Monthly SaaS Application Availability performance Credit (% of monthly Subscription Fee for applicable SaaS Application) DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A Itron, Inc. 2111 North Molter Road Liberty Lake, WA 99019 7 ≥99.0% and <99.5% 2% ≥98.0% and <99.0% 4% ≥96.5% and <98.0% 10% ≥95.0% and <96.5% 12.5% <95.0% 20% 8. Service Level Exclusions; Disclaimers. 8.1 Service Level Exclusions. Itron shall not be liable for failing to meet any service level commitment set forth in this Addendum (including any Special Terms and Conditions) or any Order Document to the extent such failure is attributable to any one or more of the following: (a) planned maintenance, unplanned maintenance, or scheduled upgrades; (b) an event 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 11 (“Suspension or Restriction of Service”) of this Addendum; 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; (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 Customer or third parties (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 reasonable have been prevented by Itron; (viii) failures of third-party equipment, hardware, software, or services not provided by Itron; and (ix) Customer’s delay in performing tasks designated as its responsibility in this Agreement. 8.2 Disclaimers. (a) Third-Party Content Disclaimer. Itron is not the owner of third-party Software or third-party Service Offerings that Customer purchases through Itron (collectively “Third-Party Content”) and makes no representations or warranties whatsoever, directly or indirectly, express or implied, as to the suitability, durability, and fitness for use, merchantability, condition, quality, performance or non-infringement of any Third-Party Content. Third-Party Content shall be subject to any service levels or warranties provided by the third-party provider. Itron will pass through to Customer, or make commercially reasonable efforts to enforce on Customer’s behalf, any service levels, warranties and remedies received from such third-party provider. (b) Use of SaaS with Third-Party Devices. Customer may use a Service Offering to collect data from Endpoints equipped with radio communication devices not manufactured or provided by Itron ("Third- Party Radio Device"). Itron makes no representations or warranties whatsoever, directly or indirectly, express or implied, as to the suitability, durability, and fitness for use, merchantability, condition, quality, performance or non-infringement of, and disclaims all liability with respect to, Third-Party Radio Devices. In particular, Itron shall have no liability (a) if a Third-Party Radio Device is not responding or communicating or (b) for unread endpoints due to defective or unreachable Third-Party Radio Devices. Customer shall contact the supplier of such device for support. 9. Sizing of Software-as-a-Service. Itron will size Service Offerings, Servers, and systems for Customer’s specific deployment. System sizing depends upon the Service Offering and types of devices and sensors and may be a factor in determining Subscription Fees. Sizing criteria may include number of system endpoints, number of network devices, residential meter configuration, commercial and industrial meter configuration, desired data collection intervals, storage duration for historical data, and the number of concurrent and total users of the application. Any sizing changes during a Subscription Term will require a Change Order and may result in a change in Subscription Fees. DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A Itron, Inc. 2111 North Molter Road Liberty Lake, WA 99019 8 10. Conditions on Use of Service. Customer will use the Service Offerings only in accordance with Itron user guides, the Agreement (including, this Addendum, the General Terms and Conditions, applicable Order Documents), and laws and government regulations. The rights of any user to access and use the Service Offerings cannot be shared or used by more than one individual (unless such license is reassigned in its entirety to another authorized user), and Customer shall make every reasonable effort to prevent unauthorized third parties from accessing the Service Offerings. 11. Suspension or Restriction of Service. Itron may suspend or restrict all or part of the Service Offerings at any time to protect the integrity and functionality of the Software, Servers, platforms, and systems, or for a breach of Section 5.2 (“Restrictions on Use”), Section 5.3 (“Content Restrictions”) or Section 10 (“Conditions on Use of Service”), until such breach is cured. 12. Incident Management. Itron will provide Customer support and incident and problem management services, which include responding to alerts, tracking the issue, troubleshooting the problem and escalating to Itron subject matter experts or third-party providers, in accordance with the Maintenance and Support Services Addendum. 13. Customer Technical Responsibilities. Customer is responsible for selecting, acquiring, securing and maintaining all equipment and ancillary services needed to connect to, access, or otherwise use and maintain compatibility with the Service Offerings, at Customer’s sole expense. 14. User IDs and Passwords. Itron shall provide Customer with user identifications and passwords (“User IDs”) to access the Service Offerings. Customer shall be solely responsible for all use of Customer’s subscriptions and accounts. Customer shall maintain the confidentiality of all User IDs assigned to Customer. User IDs may not be shared or used by more than one user. 15. Planned Maintenance. Planned maintenance, whenever reasonably practicable, will be performed during off-business hours between 6:00 p.m. to 12:00 a.m. Customer’s local time, with as little disruption to Customer’s use of the Service Offerings as possible. Unplanned maintenance, whenever reasonably practicable, shall also be performed during off-business hours between 6:00 p.m. and 12:00 a.m., Customer’s local time. 16. Unplanned Maintenance. Itron will provide Customer with notice of unplanned maintenance as soon as reasonably practical. Itron will minimize Service Offering disruptions to the extent reasonably practical. 17. Business Continuity. 17.1 Itron has architected and operates a high availability and scalable infrastructure to facilitate virtualized customer environments with various fault tolerant components. Fault tolerance and failover methodologies allow Itron to maximize system availability and confidently uphold the Monthly SaaS Application Availability Service Level and Monthly File Delivery Percentage Service Level. Itron will conduct daily backups of back office application configuration files and associated data. These backups are for operational purposes only and are not a disaster recovery solution or a solution to be used by the Customer for testing or analysis purposes. Itron will periodically test the restore capability of its business continuity solution. System and database backups are performed via a schedule to provide for a full weekly backup and daily differential DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A Itron, Inc. 2111 North Molter Road Liberty Lake, WA 99019 9 backups. System backups and snapshots are also taken prior to any system change that has been approved via the Itron Global Managed Services Change Control Board. The system can be recovered from the backup in an event of a failure. Business continuity is designed to provide recovery for component failures within a datacenter, this does not provide coverage for the loss or connectivity to a data center. If a more robust mitigation solution is required by Customer, geo-diverse disaster recovery options can be discussed and priced as a more fault tolerant solution. 17.2 All incidents requiring system recovery will be required to adhere to Itron’s incident management policy and related standard operating procedures. BUSINESS CONTINUITY: RPO = 72 hours; RTO = 5 business days. 18. Disaster Recovery. 18.1 Disaster Recovery (“DR”) is an optional service that is offered by Itron to hosted customers who purchase DR for an additional fee. Upon Customer’s purchase of DR services and payment of applicable fees as set forth in the Order Document or Pricing Summary, Itron will maintain DR services at a dedicated facility that is equipped to facilitate hosted operations, meter reading and interrogations, and Field Area Network (“FAN”) communications in the event DR is needed. Upon mutual agreement, separate SOW and for identified cost, Itron can exercise the DR capabilities once per calendar year on Customer’s production environments and provide the results of each such test to the Customer. 18.2 In the event of a Severity Level 1 Error (as defined in the Maintenance and Support Services Addendum), Itron will evaluate the scale of the incident, readily available mitigation plans, and the estimated time to recover. If it is apparent to Itron that an incident meeting the standards of a disaster as set forth in Itron’s Disaster Recovery plan has occurred with no possibility of mitigation, Itron will declare a disaster and begin the notification process. Itron will notify the Customer of an any such event that will result in service interruption in excess of twelve (12) hours. Once a disaster has been declared, Itron’s responsibilities for SLAs will be temporarily suspended until the time at which Customer’s environment has been failed over and is operating in the secondary DR datacenter. The Recovery Point Objective (RPO) for DR is four (4) hours. The Recovery Time Objective (RTO) for DR is twelve (12) hours. 19. Roles and Responsibilities. The table below lists the respective responsibilities of Customer and Itron to ensure reliable operation of the Software-as-a-Service. P=Primary responsibility S=Support responsibility Description of service or deliverable Itron Customer Submit user access requests for new users and deletion notifications for users no longer involved with the SaaS. P Provide immediate notification in the event of a Customer employee termination for those with access to the SaaS. P DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A Itron, Inc. 2111 North Molter Road Liberty Lake, WA 99019 10 Description of service or deliverable Itron Customer Provide immediate notification in the event of an Itron employee termination for those with access to the SaaS. P Maintain skill sets necessary to properly support the SaaS. P Administer and monitor Servers including but not limited to utilization of CPU, memory, IOPs, and disk space. P Manage and troubleshoot the secure SaaS components and processes (if applicable). P Administer associated Linux, Unix, and Windows operating systems. P Apply operating system and other third-party security patches and critical updates as appropriate. P Maintain and troubleshoot third-party software issues required for SaaS operations pursuant to this Addendum; work with third party to troubleshoot as required. P Maintain anti-virus on all windows-based Servers if applicable to the SaaS platform. P Monitor communications and support communications troubleshooting activities for the SaaS. P Perform software upgrade activities. (*Note 1) P Maintain and administer the SaaS Server databases. P Manage upload and submission of meter data files; work with Itron when problems are identified. P Provide and maintain a Secure FTP or equivalent if included in the SOW. P Perform regular system, database, and custom component backups in accordance with selected service level. P Maintain the applicable standard operating procedures and run books to maintain, monitor and operate the hosted environment. P *Note 1: For Itron Enterprise Edition (IEE), upon the request of the Customer, Itron will perform up to one major IEE upgrade per year (i.e. 10.x to 11.x). Additional service pack and/or hotfixes made available throughout the year can be implemented via Itron’s change management process and Customer approval. DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A Itron, Inc. 2111 North Molter Road Liberty Lake, WA 99019 11 SPECIAL TERMS AND CONDITIONS Special Terms and Conditions – Managed Services. The Special Terms and Conditions contained within this Section apply to Itron’s Managed Services Service Offering. 1 Managed Services – Descriptive Overview. 1.1 When Customer subscribes to Managed Services, as part of the overall Service Offering Itron will provide SaaS for the applicable Software, plus Itron will also assume some of Customer’s SaaS-related operational responsibilities, including management of reads from monitored and Available Endpoints or Provisioned and Optimized Endpoints (as applicable), collecting data, and delivering data files to Customer at agreed- upon intervals in agreed upon data formats. Itron will attempt to remotely diagnose and resolve Endpoint exceptions detected by Itron or reported by Customer. If the exception cannot be resolved remotely, or it is determined to impact an individual or small number of Endpoints, Itron will notify Customer that Customer must perform in-field investigation. 1.2 Managed Services are only available for Itron Software identified in the table set forth in this Section 1.2 below for which Customer has purchased such Managed Services and paid all applicable fees. Itron Software Eligible to Receive Managed Services IntelliSOURCE Express MV-90 xi Itron Enterprise Edition Streetlight Vision Itron Enterprise Edition Service Mode TMS OpenWay Collection Engine (CE) UIQ: Advanced Metering Manager, Meter Program Configurator, Control Platform, Outage Detection and SensorIQ OpenWay Collection Manager (CM) 2. Managed Services – Definitions. The following defined terms are applicable to these Special Terms and Conditions for Managed Services: Anchor Read means the “register value” stored once daily in a register in the Communication Module as installed in the Endpoint (usually at midnight). Available Endpoint is an OpenWay CE or OpenWay CM term defined as an Endpoint which meets the following criteria: (a) the Endpoint, if installed by Customer, has been properly installed, (b) Customer has provided all necessary and correct information for Itron to properly provision the Endpoint in Itron’s data collection platform (c) the Endpoint is communicating with Itron’s data collection platform and a register read has been received from the Endpoint for three (3) consecutive days. An Endpoint will not be considered an Available Endpoint if any of these conditions have not been met; or (a) if an exception is detected by Itron or reported by Customer, but the exception cannot be resolved remotely, (b) the Endpoint if it is under field investigation, or (c) cellular carrier outages. Communications Module or NIC means Itron’s network interface card that may be installed in Equipment. Cumulative File Delivery Delay Hours means – for the purpose of determining Monthly File Delivery Performance % -- the sum of all Daily File Delivery Delay Hours in the Measurement Month. Daily File Delivery Delay Hours means – for the purpose of determining Monthly File Delivery Performance % -- the number of hours that file delivery is delayed in a given day during the Measurement Month. DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A Itron, Inc. 2111 North Molter Road Liberty Lake, WA 99019 12 Endpoint has the meaning set forth in the General SaaS Terms and Conditions. Equipment has the meaning set forth in the Equipment Addendum. Managed Services means SaaS, plus the additional services to be provided by Itron as set forth in these Special Terms and Conditions for Managed Services. Optimization is a UIQ term which means the procedure by which the layout of the network Equipment configuration and implementation have been validated (“Optimized”) by performing active and passive tests to confirm that performance and redundancy meet the design specifications and other requirements of the Agreement. Optimization is to be executed on an area-by-area basis (or specified portion thereof), after all network Equipment is installed and a minimum of 98% of the metering Endpoints have been deployed to achieve the required level of saturation of the area. Provisioned means an Endpoint that is located in an area of the NAN and which is in any of the following operational states within the UIQ System: "active," "inactive," or "disconnected," and which has been Optimized, but which is not: (i) in a “new,” "discovered," "installed," "initializing," "unreachable" or "init failed" state; or (ii) considered to be in the process of being deployed or being repaired under warranty. Endpoint operational states are defined in the Meter Lifecycle Reference document. Service Level Trigger means satisfaction of the particular condition(s) noted in these Special Terms and Conditions below upon which the applicable service level will start to be enforceable and reported on. 3. Managed Services - Daily Operational Roles & Responsibilities. Daily operations, Endpoint data collection activities, delivery of daily data export files, and event exception notification require that activities be performed by both Itron and Customer to ensure effective delivery of Managed Services. The table below lists the respective responsibilities of Customer and Itron for such daily activities. Itron’s obligation to provide Managed Services are expressly contingent upon Customer’s full performance of all responsibilities assigned to Customer. P=Primary responsibility S=Support responsibility Description of Service or Deliverable Itron Customer Create, monitor, and manage interrogation schedules. P Ensure any input files are received and processed and output files are delivered to Customer by posting to a SFTP folder, or equivalent, where it can be retrieved by Customer as needed. P Manage files on the SFTP server where any export files are delivered. If the SFTP server is Itron’s, files should be downloaded nightly and files that have been successfully downloaded and processed are to be removed from the SFTP location within 7 days. P S Perform read rate monitoring and reporting. P Perform remote investigation for specific groups of non- communicating Endpoints affected by a common network issue and coordinate field order with Customer as needed. P S Perform scheduling of Endpoint interrogations including file delivery and delivery of Data Collection Platform standard reports. P DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A Itron, Inc. 2111 North Molter Road Liberty Lake, WA 99019 13 Description of Service or Deliverable Itron Customer Notify Itron in advance when additional devices are planned to be installed. Perform Meter field maintenance; close work orders with Itron. P Perform Network Device and Endpoint repair, replacement, or relocation as required. P Perform RMA, Processing, Tracking and Performance Reporting for Endpoints and Network devices. S P Administration of the Managed Services platform applications to Service Levels. P 4. Managed Services - Environmental Management Roles & Responsibilities In addition to the daily operational tasks, Customer and Itron each have responsibilities for monitoring and managing the operating environment of the Managed Services platform and applications. The table below lists the respective responsibilities of Customer and Itron for such activities. Itron’s obligation to provide Managed Services are expressly contingent upon Customer’s full performance of all responsibilities assigned to Customer. P=Primary responsibility S=Support responsibility Description of Service or Deliverable Itron Customer Submit user access requests for new users and deletion notifications for users no longer involved with the managed system. P Provide immediate notification in the event of a Customer employee termination for those with access to the managed system. P Provide immediate notification in the event of an Itron employee termination for those with access to the SaaS. P Maintain skill sets necessary to properly support the require Managed Services platform technologies. P Maintain skill sets necessary to properly support the required Managed Services platform Field operations. P Administer and monitor servers including but not limited to utilization of CPU, memory, IOPs, and disk space. P Manage and troubleshoot the secure network infrastructure components and processes (if applicable). P Administer associated Linux, Unix, and Windows operating systems. P Apply Operating System and other 3rd party security patches and critical updates as appropriate. P Update security appliances (if applicable) with new Endpoint related security files. P DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A Itron, Inc. 2111 North Molter Road Liberty Lake, WA 99019 14 Description of Service or Deliverable Itron Customer Maintain and troubleshoot third party software issues required for Managed Services platform operations, work with third party to troubleshoot as required. P Maintain anti-virus on all windows-based servers. P Perform the initial Network Devices configuration. P Monitor Network and Endpoint communications and support metering and communications troubleshooting activities for the Managed Services platform. P Support solution upgrade activities. P Maintain and administer the Managed Services platform server databases. P Establish and manage the wireless backhaul contracts and accounts if applicable. P Support Customer’s technical operations department to handle Endpoint and Network field exceptions. P Manage upload and submission of meter data files; work with Itron when problems are identified. P Provide and maintain a Secure FTP. P Perform regular system, database, and custom component backups in accordance with selected service level. P Develop and maintain related standard operating procedures. P Manage Endpoint firmware revisions, including coordination and scheduling of firmware downloads as necessary (for Itron manufactured devices only with Itron provided firmware). P Monitor Endpoint communications, reporting, and troubleshoot Managed Services platform issues as necessary. P Manage Endpoint manufacturing and security files for all necessary solution components, troubleshoot and coordinate with manufacturing as needed. P Develop, maintain and utilize system operations clock, standard operations procedures, and daily checklists for Itron operators and administrators. P 5. Service Levels - Managed Services. This Section 4 of the Special Terms and Conditions for Managed Services sets forth the service levels for Managed Services. Such service levels are only available for Itron Software identified in the tables set forth below for which Customer has purchased Managed Services and paid all applicable fees. 6. Monthly File Delivery Service Level. 6.1.1 Service Level Applicability. The Monthly File Delivery Service Level for Available Endpoints set forth in this Section 4.1 apply to the Itron Software identified in the following table for which Customer has purchased Managed Services and paid all applicable fees: DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A Itron, Inc. 2111 North Molter Road Liberty Lake, WA 99019 15 Itron Software Eligible to Monthly File Delivery Service Level IntelliSOURCE Express OpenWay Collection Engine (CE) Itron Enterprise Edition OpenWay Collection Manager (CM) Itron Enterprise Edition Service Mode TMS MV-90 xi 6.1.2 Service Level Trigger. The Service Level Trigger for the Monthly File Delivery Service Level occurs upon system acceptance as defined in the applicable Statement of Work. 6.1.3 Service Level. “File Delivery” for the purposes of this Section 4.1, is a measure of the performance of Itron’s or its provider’s systems to deliver register read and interval read consumption data collected from Available Endpoints to Customer in agreed-upon formats, at an agreed-upon intervals for Software that collects and delivers data. The monthly File Delivery percentage service level with respect to Itron SaaS Applications (“Monthly File Delivery Service Level”) will meet or exceed 99% each month (for ease of understanding, this means the file is successfully delivered every day of the month). Itron records and the data contained in the file is measured to the agreed to Itron hosted location and will be the sole basis for all File Delivery performance measurements and calculations with respect to the Monthly File Delivery Service Level for Available Endpoints. 6.1.4 Service Level Credits. Subject to the service level exclusions set forth in Section 8.1 (Service Level Exclusions) of the General SaaS Terms and Conditions, Customer will be entitled to the following credits as its sole and exclusive remedy for Itron’s failure to meet the foregoing Monthly File Delivery Service Level for Available Endpoints: Monthly File Delivery Service Level Credits (production environments only) File Delivery performance Credit (% of monthly Subscription Fee for applicable SaaS Application) ≥99.0% and <99.5% 2% ≥98.0% and <99.0% 4% ≥96.5% and <98.0% 10% ≥95.0% and <96.5% 12.5% <95.0% 20% 6.1.5 Read Rate Service Levels. 6.1.6 Service Level Applicability. The Read Rate Service Level set forth in this Section 4.2 apply to the Itron Software identified in the following table for which Customer has purchased Managed Services and paid all applicable fees: Itron Software Eligible to Receive Read Rate Service Level OpenWay Collection Engine (CE) OpenWay Collection Manager (CM) DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A Itron, Inc. 2111 North Molter Road Liberty Lake, WA 99019 16 TMS 6.1.7 Service Level Trigger. The Service Level Trigger for the Read Rate Service Level occurs upon system acceptance as defined in the applicable Statement of Work. 6.1.8 Service Level. The average monthly Read Rate will meet or exceed 99% each calendar month (“Read Rate Service Level”). Itron records and data will be the sole basis for all Read Rate measurements and calculations. “Read Rate” means the percentage of Available Endpoints from which register read data has been collected over a rolling 3-day period, measured for each calendar day. 6.1.9 Service Level Credits. Subject to the service level exclusions set forth in Section 8.1 (Service Level Exclusions) of the General SaaS Terms and Conditions, Customer will be entitled to the following credits as its sole and exclusive remedy for Itron’s failure to meet the foregoing Read Rate Service Level: Read Rate Service Level Credits (production environments only) Number of Daily Failures in the Applicable Month Credit (% of monthly Subscription Fee with respect to the applicable Managed Services Service Offering) ≥99.0% and <99.5% 2% ≥98.0% and <99.0% 4% ≥96.5% and <98.0% 10% ≥95.0% and <96.5% 12.5% <95.0% 20% 6.1.10 Read and Demand Service Level. 6.1.11 Service Level Applicability. The Data Read Service Levels and On-Demand Read Service Level (collectively, the “Data and On-Demand Read Service Level”) set forth in this Section 4.3 apply to the Itron Software identified in the following table for which Customer has purchased Managed Services and paid all applicable fees: Itron Software Eligible to Receive Data and On-Demand Read Service Level UIQ: Advanced Metering Manager, Meter Program Configurator, Control Platform, Outage Detection and SensorIQ Streetlight Vision 6.1.12 Data Read Service Level. (a) Service Level Trigger. The Service Level Trigger for the Data Read Service Level occurs when the applicable Endpoints are Provisioned and Optimized. As each additional area is Optimized, Itron will identify the Endpoints that will be added to the set of Provisioned and Optimized Endpoints subject to the Data Read Service Level. DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A Itron, Inc. 2111 North Molter Road Liberty Lake, WA 99019 17 (b) Service Level. For newly available data on the Communication Module, the UIQ System will gather and process Anchor Reads and interval reads from Provisioned and Optimized Endpoints and deliver, via the “export” mechanism of the UIQ System, at least ninety-nine percent (99.0%) of Anchor Reads captured at midnight and of interval reads captured each day, by 6:00 a.m. local time the next day, and at least ninety-nine percent (99.5%) of Anchor Reads captured at midnight and of interval reads captured each day, by 2:00 p.m. local time the next day (“Data Read Service Level”). (c) Service Level Credits. Subject to the service level exclusions set forth in Section 8.1 (Service Level Exclusions) of the General SaaS Terms and Conditions, Customer will be entitled to the following credits as its sole and exclusive remedy for Itron’s failure to meet the foregoing Provisioned and Optimized Endpoint Data Read Service Level: Data Read Service Level Credits (production environments only) Number of Daily Failures in the Applicable Month Credit (% of monthly Managed Services Subscription Fee with respect to the applicable Itron SaaS Application) 1 – 3 0% 4 – 10 4% 11-15 10% 16 – 20 20% 21 + 20% 6.1.13 On Demand Read Service Level. (a) Service Level Trigger. The Service Level Trigger for the On-Demand Read Service Level occurs when the applicable Endpoints are Provisioned and Optimized. As each additional area is Optimized, Itron will identify the Endpoints that will be added to the set of Provisioned and Optimized Endpoints subject to the On-Demand Read Service Level. (b) Service Level. The UIQ System will successfully execute at least (98.0%) of all (i) on-demand read, (ii) on-demand remote connect and (c) on-demand remote disconnect requests made by Customer for Provisioned and Optimized Endpoints which are actively communicating (“On- Demand Read Service Level”). An on-demand request is a single transaction to a single Endpoint, initiated by a single user of the UIQ system. An on-demand read request does not include batch read jobs targeted at multiple Endpoints (e.g. “read all unread meters”) or read operations used to detect scope of outages and/or determine whether an outage is over. For the purposes of calculating this Service Level, multiple attempts to connect with a single device within a twenty (24) hour period will count as one failed attempt; on-demand read requests (single or batch) targeted at an Endpoint which was not read in previous 24 hours will be excluded; and on-demand read jobs initiated by system-level accounts (“root” and “UIQ”) will be excluded. Service level credits will apply only if there is a minimum of 2,000 on-demand requests in the applicable month. (c) Service Level Credits. Subject to the service level exclusions set forth in Section 8.1 (Service Level Exclusions) of the General SaaS Terms and Conditions, and provided that the minimum number of on-demand Anchor Reads and interval meter read requests has been met pursuant to the table below, Customer will be entitled to the following credits as its sole and exclusive remedy for Itron’s failure to meet the foregoing On-Demand Read Service Level: DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A Itron, Inc. 2111 North Molter Road Liberty Lake, WA 99019 18 On-Demand Read Service Level Credits (production environments only) % of On-Demand Meter Read Requests Successfully Executed in the Applicable Month Credit* (% of monthly Managed Services Subscription Fee with respect to the applicable Itron SaaS Application) ≥98.0% and 100.0% 0% ≥95.0% and <98.0% 5% ≥90.0% and <95.0% 20% ≤90.0% 20% *Credits will apply only if there is a minimum of 2,000 on-demand requests in the applicable month. Multiple attempts to connect with a single device within a twenty-four (24) hour period will count as one failed attempt. END DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A Itron, Inc. 2111 North Molter Road Liberty Lake, WA 99019 19 Special Terms and Conditions – Temetra. The following Special Terms and Conditions contained within this attachment apply to Itron’s SaaS Service Offering for Temetra: 1 Mobile Device Software. (a) License Grant. Subject to the terms of this Agreement, Itron grants Customer a limited, non- exclusive, and non-transferrable license to download, install, and use Itron’s Temetra Mobile application and any associated drivers provided by Itron (collectively, the “Mobile Device Software”) on Itron- approved mobile devices owned or otherwise controlled by Customer (each a “Mobile Device”) strictly in accordance with the Documentation. (b) License Restrictions. Customer shall not: (a) copy the Mobile Device Software; (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Mobile Device Software; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Mobile Device Software or any part thereof; (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Mobile Device Software, including any copy thereof; or (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Mobile Device Software, or any features or functionality of the Mobile Device Software, to any third party for any reason. (c) Directives. To the extent directive 2009/24/EC on the legal protection of computer programs or similar legislation or regulation (collectively, the “Directives”) is applicable, such Directives may provide Customer the right to decompile Software in order to obtain information necessary to achieve the interoperability of an independently created computer program, prior to exercising any such possible rights under the Directives, Customer agrees to (a) first notify Itron of Customer’s good faith belief that information necessary to achieve the interoperability of an independently created computer program is not otherwise available and that decompilation is indispensable within the meaning of the Directives; and (b) provide Itron with a reasonable amount of time to respond to Customer regarding the foregoing assertions. (d) Limited Mobile Device Software Warranty. For a period of ninety (90) days from the date of delivery of the Mobile Device Software to Customer (the "Warranty Period"), Itron warrants solely to Customer that the Mobile Device Software will substantially conform in all material respects to the applicable Itron published specifications. As Customer’s sole and exclusive remedy for any breach of this warranty, Itron will, at its option, during the warranty period set forth in this Section 1(c), repair or replace non-conforming Mobile Device Software to substantially conform to the foregoing warranty, provided that Itron will have no obligation to repair or replace any non-conforming Mobile Device Software if the Agreement or applicable Order Document has terminated or expired. The foregoing warranty does not apply to non-conformities in the Mobile Device Software due to: (i) modifications not made or approved by Itron in writing; (ii) Customer’s or any third party’s negligence or intentional acts; (iii) misuse or abuse, including the failure to use or install the Mobile Device Software in accordance with the Documentation; (iv) incorrect data, or data entry or output, as applicable, by Customer or a third party; (v) use with third party software, hardware or firmware not provided or authorized by Itron in writing; (vi) a Force Majeure event; or (vii) viruses or security vulnerabilities introduced into the Mobile Device Software or Customer’s systems through no fault of Itron. After the Warranty Period, any Mobile Device Software errors will be addressed under maintenance and support terms. (e) 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, DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A Itron, Inc. 2111 North Molter Road Liberty Lake, WA 99019 20 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. 2. 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. 3. 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. 4. Business Continuity and Disaster Recovery. The following shall replace Section 17 (“Business Continuity”) and Section 18 (“Disaster Recovery”) of the General SaaS Terms and Conditions in its entirety: Itron uses streaming replication to keep a hot failover database always available, with automatic switch over in the event of failure. Application data is automatically backed up every night. 5. Recovery of Customer Data at the End of the Agreement or SaaS Service. At the end of the Term of the Agreement or SaaS service (unless the Agreement or SaaS service is renewed pursuant to duly executed amendment or a new agreement), or in the event of its early termination in accordance with the terms of the Agreement, Customer will confirm to Itron in writing, no later than on the effective date of expiration or termination, its decision to close the SaaS service ("Closure Confirmation"). Provided that Itron has received the Closure Confirmation from Customer within the aforementioned period, Itron will maintain Customer's access to the system for a maximum period of three (3) months from receipt of the Closure Confirmation, for the sole purpose of enabling Customer to retrieve the following Customer data: access account information, meter details, history of index reading data and photographs. Customer may, at no additional cost, export said system data in the standard file format used by the SaaS service, or the format already supported by the SaaS service. At the end of this three (3) month period, the Customer data will be permanently deleted and will no longer be recoverable. END DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A Itron, Inc. 2111 North Molter Road Liberty Lake, WA 99019 21 Special Terms and Conditions – Itron Mobile. The following Special Terms and Conditions contained within this attachment apply to Itron’s SaaS Service Offering for Itron Mobile: 1 Relationship to Licensed FCS Software and Maintenance & Support. Customer may be required to update or upgrade its licensed FCS Software from time to time in order to ensure full functionality of Itron Mobile. Customer’s subscription and right to use Itron Mobile will terminate if Customer’s FCS Software license is terminated. 2. Compatible Mobile Devices. Itron Mobile 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 Itron Mobile work with any other mobile devices. 3. Customer’s Obligation to Protect Customer Information on Mobile Devices. Customer must take steps to protect Customer information stored on mobile devices. User identification codes, passwords, and any information provided to Customer as part of Itron’s security procedures must be treated by Customer as confidential and must not be disclosed in violation of the Agreement. Customer is at all times responsible for its employees and subcontractors’ use of Itron Mobile. Itron has the right to disable any user identification codes or passwords if Customer or its employees and contractors have failed to comply with any of the provisions of this Agreement. 4. Internet Connectivity. Itron Mobile requires internet connectivity. Customer is solely responsible for obtaining, maintaining and paying for such internet connectivity. 5. Disclaimer of Liability. 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. END DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A Itron, Inc. 2111 North Molter Road Liberty Lake, WA 99019 22 Special Terms and Conditions – Field Tools Advanced. The following Special Terms and Conditions contained within this attachment apply to Itron’s SaaS Service Offering for Field Tools Advanced: 1. Compatible Mobile Devices. Field Tools Advanced 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 Field Tools Advanced work with any other mobile devices. 2. Customer’s Obligation to Protect Customer Information on Mobile Devices. Customer must take steps to protect Customer information stored on mobile devices. User identification codes, passwords, and any information provided to Customer as part of Itron’s security procedures must be treated by Customer as confidential and must not be disclosed in violation of the Agreement. Customer is at all times responsible for its employees and subcontractors’ use of Field Tools Advanced. Itron has the right to disable any user identification codes or passwords if Customer or its employees and contractors have failed to comply with any of the provisions of this Agreement. 3. Internet Connectivity. Field Tools Advanced requires internet connectivity. Customer is solely responsible for obtaining, maintaining and paying for such internet connectivity. 4. Disclaimer of Liability. 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. END DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A Itron, Inc. 2111 North Molter Road Liberty Lake, WA 99019 23 Special Terms and Conditions – Operations Optimizer. The following Special Terms and Conditions contained within this attachment apply to Itron’s SaaS Service Offering for Operations Optimizer: 1. User IDs ad Passwords. The following shall replace Section 14 (“User IDs and Passwords”) of the General SaaS Terms and Conditions in its entirety: Itron shall provide Customer with an integration with Azure Active Directory for managing their user identifications and passwords (“User IDs”) to access Itron’s Operations Optimizer. Customer shall be solely responsible for all use of Customer’s subscriptions and accounts. Customer shall maintain the confidentiality of all User IDs assigned to Customer. User IDs may not be shared or used by more than one user. 2. Roles and Responsibilities. The table in Section 19 (“Roles and Responsibilities”) of the General SaaS Terms and Conditions shall be replaced in its entirety with the following: Description of service or deliverable Itron Customer Manage user access according using Azure Active Directory to add new users and promptly remove users no longer involved with the Software as a Service. P Maintain skill sets necessary to properly support the SaaS. P Administer and monitor Servers including but not limited to utilization of CPU, memory, IOPs, and disk space. P Manage and troubleshoot the secure SaaS components and processes (if applicable). P Administer associated Linux, Unix, and Windows operating systems. P Apply operating system and other third-party security patches and critical updates as appropriate. P Maintain and troubleshoot third-party software issues required for SaaS operations pursuant to this Addendum; work with third party to troubleshoot as required. P Maintain anti-virus on all windows-based Servers if applicable to the SaaS platform. P Monitor communications and support communications troubleshooting activities for the SaaS. P Perform software upgrade activities if required. P Maintain and administer the SaaS Server databases. P Manage upload and submission of meter data files; work with Itron when problems are identified. P Provide and maintain a Secure FTP or equivalent if included in the SOW. P DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A Itron, Inc. 2111 North Molter Road Liberty Lake, WA 99019 24 Perform regular system, database, and custom component backups in accordance with selected service level. P Maintain the applicable standard operating procedures and run books to maintain, monitor and operate the hosted environment. P END DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A Itron, Inc. 2111 North Molter Road Liberty Lake, WA 99019 25 (EXHIBIT H) DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A Itron, Inc. 2111 North Molter Road Liberty Lake, WA 99019 26 DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A Itron, Inc. 2111 North Molter Road Liberty Lake, WA 99019 27 DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT CITY OF DENTON, TEXAS BY: _____________________________ SARA HENSLEY CITY MANAGER ATTEST: JESUS SALAZAR, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________ DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A Electric Antonio Puente DME General Manager CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of Denton Ethics Code, Ordinance 18-757. By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513AExhibit CIQ Itron, Inc. X 7/26/2023 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 DocuSign Envelope ID: DBDEC928-E52E-469C-8B86-BA9BE45E513A Certificate Of Completion Envelope Id: DBDEC928E52E469C8B86BA9BE45E513A Status: Completed Subject: Please DocuSign: City Council Contract 8282 Itron MDMS Source Envelope: Document Pages: 31 Signatures: 7 Envelope Originator: Certificate Pages: 6 Initials: 1 Ginny Brummett AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Ginny.Brummett@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 7/25/2023 1:08:12 PM Holder: Ginny Brummett Ginny.Brummett@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Ginny Brummett ginny.brummett@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 7/25/2023 1:08:58 PM Viewed: 7/25/2023 1:10:32 PM Signed: 7/25/2023 1:11:53 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 7/25/2023 1:11:55 PM Viewed: 7/25/2023 3:05:44 PM Signed: 7/25/2023 3:06:24 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Mack Reinwand City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 7/25/2023 3:06:27 PM Viewed: 7/26/2023 3:29:56 PM Signed: 7/26/2023 3:32:48 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Joel Vach Joel.Vach@itron.com VP-Tax and Corporate Treasurer Itron, Inc. Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 98.97.114.142 Sent: 7/26/2023 3:32:50 PM Viewed: 7/26/2023 11:43:06 PM Signed: 7/26/2023 11:45:12 PM Electronic Record and Signature Disclosure: Accepted: 7/26/2023 11:43:06 PM ID: 1bc77fae-d62f-479c-ae09-abc5d3ede07d Signer Events Signature Timestamp Antonio Puente Antonio.Puente@cityofdenton.com DME General Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 174.244.22.245 Signed using mobile Sent: 7/26/2023 11:45:15 PM Viewed: 7/26/2023 11:55:49 PM Signed: 7/26/2023 11:56:20 PM Electronic Record and Signature Disclosure: Accepted: 7/26/2023 11:55:49 PM ID: bdbc440b-528b-489c-8fd8-c79bf919e64e Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 7/26/2023 11:56:23 PM Viewed: 8/16/2023 8:18:44 AM Signed: 8/16/2023 8:18:54 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/16/2023 8:18:57 AM Viewed: 8/16/2023 8:19:32 AM Signed: 8/16/2023 8:19:46 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jesus Salazar jesus.salazar@cityofdenton.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/16/2023 8:19:50 AM Viewed: 8/16/2023 9:26:30 AM Signed: 8/16/2023 9:28:16 AM Electronic Record and Signature Disclosure: Accepted: 8/16/2023 9:26:30 AM ID: 5246ca30-96b1-40ef-9eda-fe8ba1564e17 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 7/25/2023 1:11:55 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 7/26/2023 11:56:23 PM Viewed: 7/27/2023 9:31:53 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 8/16/2023 9:28:19 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Brandon Hamby brandon.hamby@cityofdenton.com Electric Meter Manager Security Level: Email, Account Authentication (None) Sent: 8/16/2023 9:28:21 AM Electronic Record and Signature Disclosure: Accepted: 7/19/2023 1:07:02 PM ID: 2ff6636c-cbac-4b74-9941-b08933fa51b5 Tyler Stephens Tyler.Stephens@itron.com Itron, Inc Security Level: Email, Account Authentication (None) Sent: 8/16/2023 9:28:22 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/25/2023 1:08:58 PM Envelope Updated Security Checked 7/25/2023 1:10:08 PM Certified Delivered Security Checked 8/16/2023 9:26:30 AM Signing Complete Security Checked 8/16/2023 9:28:16 AM Completed Security Checked 8/16/2023 9:28:22 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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