Loading...
#18-7301-NS Amendment (Itron, Inc.) y , LIMITED POWER OF ATTORNEY The undersigned, Joan S. Hooper. in her capacity as Senior Vice President. Chief Financial Officer of Itron, Inc.(the"Company')hereby delegates to Joel A.Vach("Appointee")in view of Appointee's status with Itron, Inc. as Vice President, Tax & Corporate Treasurer and Appointee's professional skills, the authority to act, and through this limited Power of Attorney to sign any and all tax-related agreements, ancillary documents,certificates,and instruments as may be required on behalf of the Company and with respect to the Company("Agreements")up to$5,000,000.00 USD,without right of further sub-delegation except as set forth below, in accordance with and subject to each such Agreement being approved pursuant to Itron's Delegation of Authority Policy, if applicable Appointee may sub-delegate this authority,as needed.to Julie Schmidt, Director of Finance,for a period not to exceed fourteen(14)consecutive calendar days. I hereby give the Appointee full power and authorization to do and perform all and everything necessary or incidental to the exercise of the limited Power of Attorney herein specified. This Power of Attorney shall become effective on the 30n'day of September 2021.. and shall remain in full force and effect and shall be binding upon both parties for one(1)year.until revoked by the undersigned, or upon cessation of Appointee's employment with Itron. Inc. Made in Austin,Texas on N..0e m(ooC' -3 7 02- ITRON,INC. By: L— Name: n . Hooper Title: for Vice President,Chief Financial Officer Notary Acknowledgement STATE OF TEXAS § COUNTY OF TRAVIS § I certify that I know or have satisfactory evidence that Joan Hooper is the person who appeared before me, and said person acknowledged she signed this instrument,on oath stated that she was authorized to execute the instrument and acknowledged it as the Senior Vice President and Chief Financial Officer of Itron, Inc., to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: f_fi\GL 20 k a!p� MELISSA BURNS Notary Public, State of Texas PC Comm Expires 11-25-2023 Notary ID 125939877 FIRST AMENDMENT TO AGREEMENT #18-7301-NS FOR MASTER SALES AGREEMENT THIS AMENDMENT, made and entered into on this 21.1h day of SO-Lerber 2022, by and between Itron, Inc. (the "Itron") and Collier County, a political subdivision of the State of Florida, (the "County" or"Owner") (collectively, the "Parties"): WHEREAS,on December 11,2018, (Agenda Item 16.C.6),the County entered into a Master Sales Agreement with Vendor(the"Agreement")to obtain Itron's services for automated meter reading of the system the Collier County Water Sewer District obtained from Florida Governmental Utility Authority; and WHEREAS, Itron has informed the Customer the MV-RS Open Communication Interface System that supports Itron's RF technology for Off-Site Meter Reading, Mobile Automatic Meter Reading and Automatic Meter Reading is at its End of Life and will not be supported by Itron after December 31, 2022; and WHEREAS, the Parties wish to amend the Agreement to allow the Customer to migrate to Itron's new Temetra web-based interface platform, which will include the terms and conditions relating to Temetra, etc., as set forth in the attached Software-as-a-Service Addendum to the Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, it is agreed by the Parties as follows: 1. The above recitals are incorporated into this First Amendment as fully set forth herein. 2. The attached"Software-as-a-Service" Addendum is hereby added to and incorporated in the Agreement as Exhibit C, Attachment E-1. 3. Except as amended herein, all other items terms and conditions of the Agreement, which is incorporate herein by reference, shall remain unchanged. IN WITNESS WHEREOF,the Parties hereto, have each, respectively,by an authorized person or agent,have executed this Amendment on the date and year first written above. ATTEST: y�,',s � ' ;)$ Crystal K. I nze)ZCleregf Circuit Court BOARD OF C ' . —0 MISSIONERS and COln 6 '' . COLL ER .Oi'k, LORID tiptop / •r y: • i � (� ,� B Will.-m L. McDaniel,Jr., Chairman Dated: -... ....• `fir (SEAL) Attestik!' rmarek Signature oft, ADDITIONAL SIGNATURES TO FOLLOW Page 1 of 10 r Contractor's Witnesses: CONTRACTOR: ITRON,INC. Fir itness By: S� , tire JeeIl PObe-r-ice TType/print witness nameT t e( ACh ' iVc arroottae TType/print signature and titicT I" Wgr Second Witness /f/J f�, SI'la�1, /�!v // DatenG 21�Q�Z TType/print witness nam I� casrrt L Deputy County Attorney -4C(441—R—T,r-1 Print Name Page 2 of 10 C.A ATTACHMENT E-1 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 this Agreement and applicable Order Documents,as provided in the Master Sales Agreement,Collier County Contract#18- 7301-NS. 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 interne. 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. Page 3 of 10 CA 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) 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 UIQ: Advanced Metering Manager,Meter Program Itron Enterprise Edition Service Mode Configurator,Control Platform, Outage Detection and SensorlQ 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 Page 4 of 10 or related Documentation to engage in any fraudulent,illegal or unauthorized act;(j)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;(1)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. To the extent limited by law, Customer will indemnify,defend and hold Itron and its providers harmless for any claims,liabilities,losses,causes of action,damages, settlements,and costs and expenses(including,without limitation attorneys' fees and costs)arising from any third-party claims related to or generated by any Prohibited Content distributed,downloaded,or placed on any Itron or its providers' website or Server or used with any Service Offering by Customer. The foregoing indemnification shall not constitute a waiver of sovereign immunity beyond the limits set forth in Florida Statutes, Section 768.25 nor shall the same be construed to constitute agreement by Customer to indemnify Itron for its negligent, willful or intentional acts or omissions. Any award or imposition of attorneys' fees and costs shall not alter the limits of liability established in Section 768.28,Florida Statutes. 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 Page 5 of 10 PO . 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) Credit Monthly SaaS Application Availability performance (%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% 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; (ii) failures in external Internet or VPN configurations not managed by ltron;(iii)a Force Majeure event;(iv)false reports of unavailability as a result of outages or errors of any Itron measurement system; (v) 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; (vi) incident investigation or computer failures that could not reasonable have been prevented by Itron;(vii)failures of third- party equipment,hardware,software,or services not provided by Itron;and(viii)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. Page 6 of 10 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. 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 backups. System backups and snapshots are also taken prior to any system Page 7 of 10 Cl'n • 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 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. Provide immediate notification in the event of a Customer employee termination for those with access to the SaaS. Provide immediate notification in the event of an Itron employee termination for those with access to the SaaS. 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. Manage and troubleshoot the secure SaaS components and processes (if applicable). Administer associated Linux,Unix, and Windows operating systems. P Apply operating system and other third-party security patches and critical updates as appropriate. Maintain and troubleshoot third-party software issues required for SaaS operations pursuant to this Addendum; work with third party to P troubleshoot as required. Maintain anti-virus on all windows-based Servers if applicable to the SaaS platform. Monitor communications and support communications troubleshooting activities for the SaaS. Perform software upgrade activities. P Maintain and administer the SaaS Server databases. P Manage upload and submission of meter data files; work with Itron when problems are identified. Provide and maintain a Secure FTP or equivalent if included in the SOW. Page 8 of 10 Description of service or deliverable Itron Customer Perform regular system, database, and custom component backups in accordance with selected service level. Maintain the applicable standard operating procedures and run books to maintain,monitor and operate the hosted environment. Attachment A 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 Page 9 of 10 �O 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. (t) 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 Page 10 of 10 �i,A