Vernon City Council
June 16, 2026

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Master Sales Agreement – MSA V2024.09.004 Page 1 of 62 Itron Confidential

MASTER SALES AGREEMENT
This Master Sales Agreement (this “Agreement”) is made between Itron, Inc., an entity organized under the laws of Washington having an address at 2111 N. Molter Road, Liberty Lake, WA 99019, USA (“Itron”) and City of Vernon, California, a California charter City and California municipal corporation, having an address at 4305 Santa Fe Vernon, CA 90058 US (“Company”) on the last date of execution below (“Effective Date”). Itron and Company are referred to individually as a “Party” and collectively as the “Parties”.

General Terms and Conditions
1 Introduction

1.1 Scope and Structure
This Agreement applies to certain products and services provided by Itron to Company and consists of these General Terms and Conditions, Addenda, Order Documents and Statements of Work. The Addenda, Order Documents and Statements of Work form integral parts of this Agreement as if fully set forth in this Agreement, and all provisions appearing therein shall be deemed to be incorporated into and made a part of this Agreement.

1.2 General Terms and Conditions
These General Terms and Conditions contain terms and conditions that are generally applicable to all products and services provided by Itron to Company under this Agreement.

1.3 Addenda
Addenda contain supplemental terms and conditions applicable to certain categories of products and services. Addenda incorporated into this Agreement on the Effective Date are identified on the Attachment Schedule to these General Terms and Conditions. After the Effective Date, the Parties may add Addenda to this Agreement by written amendment signed by the Parties.

1.4 Order Documents
Order Documents contain Fees, any related Statements of Work, and supplemental and/or modified terms and conditions applicable to specific products and/or services. Order Documents incorporated into this Agreement on the Effective Date are identified on the Attachment Schedule to these General Terms and Conditions. After the Effective Date, the Parties may add additional Order Documents. Any additional Order Documents must be signed by the Parties to be effective.

1.5 Order of Precedence
If there is any inconsistency between an Order Document and these General Terms and Conditions, these General Terms and Conditions shall control, unless expressly stated otherwise in the Order Document.

1.6 Purchase Order Requirement
Company shall purchase or license products and services described in each Order Document or Statement of Work under this Agreement by issuing a purchase order or similar ordering document (“Purchase Order”) indicating specific products and services, Itron part numbers, quantity, unit price, total purchase price, shipping instructions, requested shipping dates, bill-to and ship-to addresses, tax exempt certifications, if applicable, and expressly referencing the terms of this Agreement. No Purchase Order is binding on Itron unless accepted by Itron. Once accepted by Itron, no Purchase Order may be cancelled, rescheduled, or otherwise modified without Itron’s written consent. No contingency contained on any Purchase Order shall be binding upon Itron. The Parties agree that the terms of this Agreement shall apply to all Purchase Orders. The Parties hereby reject any additional or inconsistent terms of any Purchase Order or other correspondence or documentation submitted by Company to Itron. 2 Definitions
The following defined terms are used throughout this Agreement. Additional terms may be defined in Addenda, Order Documents and Statements of Work.

Affiliate means any legal entity that directly or indirectly controls, is controlled by, or is under common control with, a Party to this Agreement, where "control" means ownership of at least fifty percent (50%) of the equity having the power to vote on or direct the affairs of the entity.

Claim means an unaffiliated third-party claim, action, cause of action, or demand for damages, costs, expenses (including reasonable attorney’s fees), and/or other relief. 00839060.0
Master Sales Agreement – MSA V2024.09.004 Page 2 of 62 Itron Confidential Confidential Information means all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Confidential Information of each Party includes the terms and conditions of this Agreement, as well as business and marketing plans, pricing, technology and technical information, trade secrets, product plans and designs, and business processes disclosed by such Party. However, Confidential Information does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

Company Data means data that Company provides to Itron relating to Company’s end users or that Itron collects on Company’s behalf relating to Company’s end users under this Agreement. Company Data may include Personal Data relating to Company’s end users.

Data Processing Agreement means the Itron Data Processing Agreement available at https://www.itron.com/legal/privacy/contracts.

Data Protection Laws has the meaning provided in the Data Processing Agreement.

Defended Party means a Party entitled to defense from the other Party under Section 7 (“Third-Party Claims”) of these General Terms and Conditions.

Defending Party means a Party obligated to provide defense to the other Party under Section 7 (“Third Party Claims”) of these General Terms and Conditions.

Deidentified Data means information that includes no Personal Data, which cannot reasonably be linked, either directly or indirectly, to an individual Company end user, and that meets the definition of deidentified, anonymized, or aggregate data under applicable Data Protection Laws.

Documentation means user manuals, training materials, product descriptions and specifications, technical manuals, supporting materials and other documentation relating to products and services offered by Itron, which Itron has made available to Company.

Fees means all amounts to be paid to Itron by Company under this Agreement.

Intellectual Property means all worldwide rights, title and interest in or relating to any intellectual property or industrial property, whether protected, created or arising under the laws of any jurisdiction, including: (i) all patents, utility models and industrial design registrations and all applications for any of the foregoing (including all continuations, divisionals, continuations-in-part, provisionals, renewals, reissues, re-examinations, substitutions, additions, extensions, inventor’s certificates and any foreign equivalents of any of the foregoing), (ii) all trademarks, service marks, brand names, trade dress, logos, corporate names, trade names, and other source of business identifiers and general intangibles of a like nature, in each case, together with all goodwill, registrations and applications for registration, extensions and renewals related to any of the foregoing, (iii) all copyrights to works of authorship including, but not limited to, Documentation, deliverables provided under this Agreement, and data compilations, in each case, whether or not registered or published, and all registrations, applications, reversions, extensions and renewals for any of the foregoing, and all moral rights, however denominated, (iv) all Internet domain names, and (v) all trade secrets, and other know-how, ideas, technology, software, discoveries, improvements, formulae, confidential and proprietary information, technical information, techniques, inventions, designs, drawings, procedures, processes, data processing algorithms and their outputs, resultant data, methods and models, in each case, whether or not patentable or copyrightable.

Order Document means (i) any document attached hereto and identified as an Order Document on the Attachment Schedule to these General Terms and Conditions on the Effective Date, and (ii) any other document identified as an Order Document that contains Fees and any related Statement of Work and supplemental terms and conditions applicable to specific products and/or services, references this Agreement, and is signed by the Parties after the Effective Date.

Personal Data means information that identifies, relates to, or describes an individual, including any information that can be used to reveal an individual’s identity or that is linkable to an identifiable individual, and includes 00839060.0
Master Sales Agreement – MSA V2024.09.004 Page 3 of 62 Itron Confidential “personal data,” “personal information,” “personally identifiable information,” or similar terms under applicable Data Protection Laws.

Statement of Work or SOW means any document identified as a Statement of Work and describing professional services to be provided by Itron that (i) is attached to an Order Document, or (ii) references this Agreement and is signed by the Parties.

Territory means the country in which Itron delivers products and services to Company. 3 Term
The initial term of this Agreement begins on the Effective Date and expires five (5) following the Effective Date.

Thereafter, Company shall provide written notice of its intent to renew at least ninety (90) days prior to expiration of the Agreement. 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. 4 Warranties and Disclaimer
All warranties relating to products and services provided by Itron under this Agreement are set forth in the applicable Addendum or Order Document.

EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED BY ITRON UNDER THE APPLICABLE ADDENDUM OR ORDER

DOCUMENT, ITRON MAKES NO WARRANTY OF ANY KIND RELATING TO PRODUCTS AND SERVICES AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING: (I) IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR

PURPOSE, (II) WARRANTIES OF TITLE AND NON-INFRINGEMENT, AND (III) WARRANTIES ARISING FROM STATUTE, OPERATION OF LAW, COURSE OF DEALING, PERFORMANCE, USAGE OR TRADE PRACTICE. TO THE EXTENT ANY IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD.

ITRON AND ITS SUPPLIERS DO NOT WARRANT OR REPRESENT THAT PRODUCTS OR SERVICES WILL BE FREE FROM BUGS OR ERRORS OR THAT THEIR USE WILL BE UNINTERRUPTED. ITRON ASSUMES NO LIABILITY OR RESPONSIBILITY

FOR ANY INTERRUPTION OR CESSATION OF TRANSMISSION VIA COMPANY OR THIRD-PARTY WIDE-AREA NETWORK (WAN), CELLULAR OR OTHER PUBLIC COMMUNICATIONS OR BROADBAND SYSTEMS (INCLUDING OUTAGES,

DISCONTINUANCE, DEVICE NON-REACHABILITY, LOSS OR INACCURATE READING) OR FOR ANY CONSEQUENCES,

LOSSES, OR DAMAGES ARISING FROM CHANGES MADE BY COMPANY TO THE CONTENT OR PROGRAMMING OF EQUIPMENT (UNLESS CAUSED BY A DEFECTIVE PRODUCT). THESE DISCLAIMERS WILL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED UNDER THIS AGREEMENT. 5 Intellectual Property

5.1 Reservation of Intellectual Property
Subject to the limited rights expressly granted by Itron to Company under this Agreement, Itron reserves all of its Intellectual Property and, as between the Parties, Itron owns all rights, title and interest in and to its Confidential Information and the products, services and related deliverables provided by Itron under this Agreement. Subject to the limited rights expressly granted by Company to Itron under this Agreement, Company reserves all of its Intellectual Property and, as between the Parties, Company owns all rights, title and interest in and to its Confidential Information.

All rights, titles, and interests not specifically and expressly granted by either Party hereunder are hereby reserved.

Nothing in this Agreement will be understood to preclude or limit Itron from developing or providing products, services, or related deliverables for itself or other customers, irrespective of the possible similarity of such products, services, or related deliverables to those delivered to Company.

5.2 Company Feedback
Company hereby grants Itron a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into any products and services any suggestions, enhancement requests, recommendations or other feedback provided by Company (“Company Feedback”). As between the Parties, Itron will own all rights, title, and interest in and to any products, services, or enhancements developed by or on behalf of Itron based on any Company Feedback. 6 Fees, Invoicing, Payment, and Taxes

6.1 Fees
Fees for products and services are set forth in the applicable Order Document or Statement of Work. Unless otherwise provided in an applicable Addendum, Order Document, or Statement of Work, Fees for products and services are valid for one (1) year from the effective date of the Order Document or Statement of Work.

6.2 Invoicing
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Master Sales Agreement – MSA V2024.09.004 Page 4 of 62 Itron Confidential Itron will invoice Company for products and services in accordance with the applicable Addendum, Order Document or Statement of Work. Itron will issue invoices to Company via email to an email address, which Company shall designate.

If the designated email address changes, Company shall notify Itron of that change within three (3) business days after the change.

6.3 Payment
Company must pay each invoice within thirty (30) days from the original invoice date. Payment must be made in US Dollars (USD) and made by electronic transfer to a bank account designated by Itron.

6.4 Invoice Disputes
Company shall notify Itron in writing of any dispute with any invoice (along with substantiating documentation and a reasonably detailed description of the dispute) within ten (10) days from the original invoice date. Invoices for which no such timely notification is received shall be deemed accepted by Company as true and correct, and Company shall pay all amounts due under such invoices within the period set forth in Section 6.3 above. The Parties shall seek to resolve all such disputes expeditiously and in good faith in accordance with the dispute resolution provisions set forth in Section 14 (“Disputes”) of these General Terms and Conditions. Notwithstanding anything to the contrary, each Party shall continue performing its obligations under this Agreement during any such dispute, including timely payment by Company of all undisputed amounts due and payable under this Agreement.

6.5 Late Payment
Except for invoiced payments that Company has timely disputed, all late payments shall bear interest at the lesser of the rate of one percent (1%) per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Company shall also reimburse Itron for all reasonable costs incurred in collecting any late payments, including attorney fees. In addition to all other remedies available under this Agreement or at law (which Itron does not waive by the exercise of any rights hereunder), Itron shall be entitled to suspend the provision of any services and/or delivery of any products if Company fails to pay any undisputed amounts when due hereunder and such failure remains uncured for fifteen (15) days following written notice thereof.

6.6 Right to Sell Receivables
Company agrees that Itron is entitled to sell and assign amounts due by Company related to an undisputed invoice to any third party. Company agrees to promptly sign all such documents, and take all such further actions, as Itron may reasonably request from time to time to facilitate and/or evidence such sale and assignment.

6.7 No Setoff
Company shall not withhold payment of any amounts due and payable under this Agreement by reason of any setoff of any claim or dispute with Itron, whether relating to Itron's breach, bankruptcy, or otherwise.

6.8 Taxes
All prices are exclusive of any taxes, however designated, including without limitation sales or use, goods and services, consumption or other similar fees or taxes imposed on it with respect to the payments due to Itron under this Agreement.

Company shall be responsible for and pay on a timely basis any taxes imposed on it related to products and services provided by Itron pursuant to this Agreement (except for taxes based on Itron’s net income) or shall present Itron with an exemption certificate or direct pay permit authorized by the relevant taxing authorities. Applicable taxes shall, to the extent practical, be billed as a separate item on each invoice. The Parties agree to fully cooperate with one another regarding taxes and any related issues arising from this Agreement and to use reasonable efforts to make use of any lawful reliefs or exemptions that could apply. Company shall indemnify and hold Itron and its affiliates harmless from any tax liability assessed against Itron or its affiliates but rightfully owed by Company arising from or related to any transactions relating to this Agreement.
7 Third-Party Claims

7.1 Claims Against Company
Itron will defend Company against any Claim, and will pay for the resulting costs and damages finally awarded against Company to the third-party claimant by a court of competent jurisdiction or agreed to in settlement by Itron, arising from or related to: (i) personal bodily injury, death, or damage to tangible personal property or real property, to the extent caused by the negligence of Itron, or (ii) infringement, misappropriation or violation of any third-party Intellectual Property within the Territory by any products or services developed by Itron and provided to Company under this Agreement. If Itron receives notice of an alleged infringement by any products or services, or if Itron reasonably believes that an infringement Claim is likely, Itron may stop delivery of the affected products or services without liability for failure to deliver them. Itron will have the right, at its sole option, to obtain the right for Company to continue use of the affected products or services, or to replace or modify the affected products or services so that they are no longer alleged or believed to infringe, if it can be done without significant loss of functionality. If neither of the foregoing options 00839060.0
Master Sales Agreement – MSA V2024.09.004 Page 5 of 62 Itron Confidential are available to Itron on commercially reasonable terms, Itron may terminate Company’s use of the affected products or services without further liability under this section, in which case Itron will refund to Company the depreciated value of the affected product and any prepaid unused portion of the affected service.

Itron will have no obligation under Section 7.1(ii) for any Claim arising from or related to: (a) the combination, operation or use of any product or service provided by Itron with any product or service not provided by Itron, (b) any modification to products or services made either without Itron’s prior written consent or by a person other than Itron or an authorized representative of Itron, (c) failure to use updated or modified products or services as provided by Itron, (d) any use of any release of Itron software or any firmware other than the most current release made available to Company, (e) any use of products or services not in accordance with this Agreement and applicable Documentation, (f) Itron’s compliance with any designs, specifications, or instructions provided by Company, or (g) any use of any wireless or satellite data services.

7.2 Claims Against Itron
Company will defend Itron against any Claim, and will pay for the resulting costs and damages finally awarded against Itron to the third-party claimant by a court of competent jurisdiction or agreed to in settlement by Company, arising from or related to: (i) personal bodily injury, death, or damage to tangible personal property or real property, to the extent caused by the negligence of Company, (ii) infringement, misappropriation or violation of any third-party Intellectual Property within the Territory by any Company Data or other content or information provided by Company to Itron, (iii) any privacy or data security law related to Company’s provision of Company Data to Itron, or (iv) Company’s use of products or services not in accordance with this Agreement and applicable Documentation.

7.3 Conditions to Defense
As a condition to the Defending Party’s obligations under Section 7.1 or Section 7.2 above, the Defended Party must:
(i) promptly notify the Defending Party in writing of the Claim, (ii) give the Defending Party all reasonably requested information and assistance in connection with the Claim in a timely manner, and (iii) give the Defending Party the sole right to control the defense and settlement of the Claim. The Defending Party shall not enter into any settlement of a Claim against a Defended Party without the Defended Party’s prior written consent unless: (a) there is no admission of fault of the Defended Party, (b) there is no injunctive or other non-monetary relief against the Defended Party, and, (c) the settlement includes the claimant’s or plaintiff’s release of the Defended Party from all liability relating in any way to the Claim.

7.4 EXCLUSIVE REMEDY
THIS SECTION 7 CONSTITUTES EACH PARTY’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THIRD PARTY CLAIMS BROUGHT AGAINST THAT PARTY.
8 Insurance
Itron will maintain the following minimum levels of insurance: (i) workers’ compensation insurance for Itron employees equal to applicable statutory limits and an employer’s liability policy in an amount not less than $1,000,000.00, (ii) an occurrence form commercial general liability policy or policies in an amount not less than $1,000,000 per occurrence and $2,000,000.00 aggregate, (iii) an automobile liability policy or policies in an amount not less than $1,000,000.00 combined single limit, and (iv) a professional liability policy or policies insuring against liability for errors and omissions covering professional activities contemplated under this Agreement in an amount not less than $1,000,000.00. Upon written request, Itron will provide Certificates of Insurance evidencing the coverage described, so long as Itron is providing products or services under this Agreement.
9 Data Use
Each Party shall comply with the Data Protection Laws applicable to their respective processing of Company Data and implement and establish reasonable security measures for the protection and retention of Company Data in connection with the products and services provided by Itron under this Agreement. To the extent Company Data includes Personal Data, and Itron processes such Company Data on behalf of Company as part of the services provided by Itron under this Agreement, the Data Processing Agreement shall apply. The Data Processing Agreement is incorporated herein by reference and will remain in force during the term of this Agreement.

Itron’s use of Company Data shall be limited to providing, testing, troubleshooting, and optimizing the performance and quality of products and services it provides to Company. Itron shall only use Deidentified Data for lawful purposes, including the development and improvement of its products and services, in compliance with applicable Data Protection Laws.
10 Confidentiality
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Master Sales Agreement – MSA V2024.09.004 Page 6 of 62 Itron Confidential Each Receiving Party acknowledges that the Disclosing Party's Confidential Information is the property of and confidential to, or a trade secret of, the Disclosing Party. The Receiving Party: (i) must keep the Disclosing Party's Confidential Information confidential and may not directly or indirectly disclose, divulge or communicate that Confidential Information to, or otherwise place that Confidential Information at the disposal of, any other person without the Disclosing Party’s prior written approval, (ii) must take reasonable steps to secure and keep secure all Disclosing Party's Confidential Information coming into its possession or control, (iii) may not disclose any Confidential Information to anyone other than the Receiving Party’s employees, agents, contractors or subcontractors and professional advisors, or those of its Affiliates, who have a legitimate need to know such Confidential Information, (iv) must use the Confidential Information solely for purposes related to the subject matter of this Agreement or for potential future commercial transactions between the Parties not otherwise covered by a separate agreement, and (v) must ensure that any person to whom it discloses Confidential Information in accordance with this Section is subject to binding confidentiality obligations that are at least as restrictive as those set forth in this Section. Notwithstanding any language to the contrary, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent it is compelled by law to do so, if the Receiving Party gives the Disclosing Party prior written notice of such compelled disclosure (to the extent legally permitted) and provides reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest such disclosure.
11 Termination
Either Party may terminate this Agreement by providing the other Party with written notice if the other Party (i) becomes insolvent, executes a general assignment for the benefit of creditors or becomes subject to bankruptcy or receivership proceedings, or (ii) commits a material breach of this Agreement that remains uncured for thirty (30) days following delivery of written notice of such breach. Any notice of breach must specify the nature of the breach and the specific act that the non-breaching Party contends would correct such breach. For the avoidance of doubt, Company’s failure to pay invoices timely will be deemed a material breach of this Agreement. 12 Survival
The following Sections of these General Terms and Conditions shall survive termination or expiration of this Agreement, including any Order Document or Statement of Work: 1 (“Introduction”), 2 (“Definitions”), 3 (“Term”), 4 (“Warranties and Disclaimer”), 5 (“Intellectual Property”), 6 (“Fees, Invoicing, Payment and Taxes”), 9 (“Data Use”), 10 (“Confidentiality”), 11 (“Termination”), 12 (“Survival”), 13 (“Limitation of Liability”), 14 (“Disputes”), 15 (“Governing Law and Venue”), 17 (“Publicity”), 19 (“Independent Contractor”), 20 (“Force Majeure”), 21 (“Notice”), and 22 (“Miscellaneous”). An Addendum or Order Document may also contain provisions that expressly survive termination or expiration of this Agreement or any Order Document or Statement of Work. 13 Limitation of Liability

TO THE GREATEST EXTENT PERMITTED BY LAW, EVEN IF SUCH DAMAGES COULD HAVE BEEN FORESEEN OR IF ITRON

HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARE ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF ANY STATUTORY DUTY OR OTHERWISE:
(A) IN NO EVENT WILL ITRON BE LIABLE FOR DAMAGES FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR

CONSEQUENTIAL DAMAGES ARISING OUT OF OR PERTAINING TO THIS AGREEMENT SUFFERED BY COMPANY OR OTHERS (INCLUDING ANY LOST PROFITS, LOST REVENUE OR LOSS OF GOODWILL); AND (B) EXCEPT FOR LIABILITY OR DAMAGES ARISING FROM ITRON’S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, ITRON’S TOTAL AND

CUMULATIVE LIABILITY, FOR ALL CLAIMS OF ANY NATURE ARISING OUT OF OR PERTAINING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY COMPANY TO ITRON IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE FIRST EVENT GIVING RISE TO A CLAIM UNDER THIS AGREEMENT. 14 Disputes
The Parties shall attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity hereof (each, a “Dispute”) in accordance with this Section 14. A Party shall send written notice to the other Party of any Dispute (“Dispute Notice”). The Parties shall first attempt in good faith to resolve any Dispute set forth in the Dispute Notice by negotiation and consultation between themselves.

In the event that such Dispute is not resolved on an informal basis within thirty (30) business days after one Party delivers the Dispute Notice to the other Party, either Party may, by written notice to the other Party (“Executive Dispute Notice”), refer such Dispute to the executives of each Party designated by such Party in a written notice to the other Party (“Executive”). If the Executives cannot resolve any Dispute during the time period ending thirty (30) business days after the date of the Executive Dispute Notice (the last day of such time period hereinafter referred to as the “Escalation Date”), the Parties may submit the Dispute to any mutually-agreed-to mediation service for mediation by providing to the mediation service a joint written request for mediation and—jointly or individually—a written summary of the Dispute and the relief requested in the Dispute. If the Parties decide to mediate the Dispute, they shall cooperate with one another in selecting a mediation service and shall cooperate with the mediation service and with one another in selecting a neutral mediator and in scheduling the mediation proceedings. The Parties agree that, if they mediate the 00839060.0
Master Sales Agreement – MSA V2024.09.004 Page 7 of 62 Itron Confidential Dispute, the mediator’s fees and expenses and the costs incidental to the mediation will be shared equally between the Parties. Either Party may proceed in accordance with the provisions of Section 15 (“Governing Law and Venue”) if (i) the Parties mediate the Dispute and cannot resolve the Dispute for any reason within sixty (60) business days after the Escalation Date, or (ii) no mediation occurs, and the Parties cannot resolve the Dispute for any reason within ten (10) business days after the Escalation Date. Notwithstanding the foregoing, nothing in this Section 14 shall be construed as preventing a Party from seeking available equitable relief, including specific performance, and injunctive relief in a court of competent jurisdiction.
15 Governing Law and Venue
This Agreement and all related documents, including all Addenda, Order Documents and Statements of Work hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of California, United States of America (including its statutes of limitations), without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against any other Party in any way arising from or relating to this Agreement and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than the United States District Court for the Central District of California or, if such court does not have subject matter jurisdiction, the courts of the State of Texas sitting in Travis County. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the United States District Court for the Central District of California or, if such court does not have subject matter jurisdiction, the courts of the State of California sitting in Los Angeles County. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 16 Compliance
Each Party must comply with all applicable laws, regulations, and other legal requirements applicable to the conduct of its business and the Agreement. Itron’s products and services delivered under this Agreement are subject to the U.S.

Export Administration Regulations (“EAR”; 15 CFR part 730 et seq.), the U.S. sanctions imposed by the United States including its Office of Foreign Assets Control, and any applicable laws and regulations of the particular country to which such items are shipped or received. Company shall comply with all applicable export control laws and shall not cause, directly or indirectly, the export, re-export, or transfer of any such items or services to destinations or persons without obtaining any required prior authorization from the U.S. Government and any other applicable local authorities. Company shall not do anything to cause Itron to violate such export control laws, including requesting support for a product that has been unlawfully re-exported or requesting delivery of a product or service intended for a U.S. sanctioned region or person. Each Party represents that it is not listed on a U.S. Government restricted party list for export control or trade sanctions purposes, and is not 50% or more owned, in the aggregate, by one or more restricted parties. Each Party shall comply with the European Union’s Russia and Belarus sanctions related Regulations 833/2014 and 765/2006 respectively, specifically Article 12g and Article 8g respectively ("EU Russian and Belarus Sanctions Regulations").

Company shall not cause, directly or indirectly, the export, re-export, or transfer of goods or services obtained under the Agreement to Russia or Belarus, or their re-export for use in either of those countries, in violation of these Regulations. Company's noncompliance with the EU Russian and Belarus Sanctions Regulations entitles Itron to terminate the Agreement without prejudice to Itron's other rights and remedies. Company shall maintain any required export records related to Itron’s products or services and make such records available to Itron immediately upon request.

The Parties must comply with all anti-bribery laws and may not offer or make any payments, gift, or transfer any item of any value either directly or indirectly for the purpose of bribing any individual, group, or government official, or accepting or participating in any extortion, kickbacks, or other unlawful or improper means to obtain or retain an improper business advantage related to this Agreement or products and services orderable under this Agreement. 17 Publicity
Neither Party may issue a press release related to this Agreement or their relationship without the other Party’s prior written consent. The Parties will create and provide their prior written approval for publication of a press release announcing their relationship under this Agreement. Itron may use Company’s name and logo as a part of Itron’s normal marketing materials.
18 Sub-contractor and Outsourcer
Itron may hire, engage, or retain the services of one or more subcontractors and/or outsourcing providers to perform any or all of its obligations related to its product development, network operations, and/or any portion of services provided under this Agreement.
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Master Sales Agreement – MSA V2024.09.004 Page 8 of 62 Itron Confidential 19 Independent Contractor
This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. The Parties are independent contractors. Neither Party has any authority to act on behalf of, or to bind the other to any obligation.
20 Force Majeure
Neither Party (the “Impacted Party”) shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for Company’s obligations to make payments to Itron under this Agreement), when and to the extent such failure or delay is caused by or results from acts or omissions (whether in effect on or after the Effective Date of this Agreement) beyond the Impacted Party's reasonable control and without the Impacted Party’s negligence, including: (i) acts of God, (ii) severe weather, flood, fire, earthquake or explosion, (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, (iv) changes in applicable laws or regulations, (v) embargoes or blockades, (vi) action or inaction by any governmental authority, (vii) national or regional emergency, (viii) strikes, labor stoppages, or slowdowns or other industrial disturbances, (ix) shortage of adequate materials, qualified labor, power or transportation, (x) epidemics, pandemics or quarantines, and (xi) other similar or dissimilar circumstances outside the Impacted Party’s reasonable control and without the Impacted Party’s negligence (each a “Force Majeure”). 21 Notice
Each Party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) in writing and addressed to the other Party at its address(es) set out below (or to any other address that the receiving Party may designate from time to time in accordance with this Section). Each Party shall deliver all Notices by personal delivery, nationally recognized overnight courier (with all fees prepaid), email (as applicable, with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (i) upon receipt by the receiving Party and (ii) if the Party giving the Notice has complied with the requirements of this Section.

If to Itron: Itron, Inc.
2111 North Molter Road
Liberty Lake, WA 99019
Attention: General Counsel
with a copy to: Itron, Inc.
1250 S. Capital of Texas Highway
Building 3, Suite 500
Austin, TX 78746
Attention: General Counsel
with a copy to: Itron, Inc.

Email: [email protected]
Attention: General Counsel
If to Company: City of Vernon, California
4305 Santa Fe
Vernon, CA 90058
Email: [email protected]
Attention: Jonathan Sun, Customer Relations Manager
22 Miscellaneous
If any provision of this Agreement is found to be unenforceable by a court of competent jurisdiction or arbitration panel, such provision will be deleted and the remaining terms will be construed so as to give maximum lawful effect to any such deleted terms. The division of this Agreement into sections and subsections, and the use of headings and captions in connection therewith, are solely for convenience of reference and shall have no legal effect in construing provisions of this Agreement. Any references to a particular section of this Agreement will be deemed to include reference to any and all subsections thereof. The Parties agree that neither of them will be deemed the drafter of this Agreement and that no provision will be construed in favor of one Party on the ground that such provision was drafted by the other. No waiver by either Party of any breach under this Agreement will constitute a waiver of any other breach. This Agreement is not made for the benefit of any third parties. All communications and notices to be made or given pursuant to this Agreement must be in English. Company may not assign this Agreement or any of its rights hereunder without Itron’s prior written consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties and their respective successors and permitted assigns, but any assignment in violation of this provision will be void. This 00839060.0
Master Sales Agreement – MSA V2024.09.004 Page 9 of 62 Itron Confidential Agreement may be executed and delivered in counterparts, including by a facsimile or by scan and electronic transmission, each of which will be deemed an original. Any document generated by the Parties related to this Agreement may be imaged and stored electronically and introduced as evidence in any proceeding as if original business records.

This Agreement contains the complete and entire agreement between the Parties as to its subject matter, and replaces and supersedes any prior or contemporaneous communications, representations, or agreements, whether oral or written with respect to such subject matter. This Agreement may not be modified except by mutual written agreement signed by the Parties’ authorized representatives expressly modifying this Agreement. Electronic communications do not constitute a “written agreement” under this provision. In this Agreement, the word “including” shall mean “including, without limitation.”
[Signature Page Follows]
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Master Sales Agreement – MSA V2024.09.004 Page 10 of 62 Itron Confidential AGREED:

Itron, Inc. City of Vernon, California
\si2\ \si1\
Signature Signature
\na2\ \na1\
Printed Name Printed Name
\ti2\ \ti1\
Title Title
\ds2\ \ds1\
Date Date
Second Signature
Signature
Printed Name
Title
Date
Brian Saeki
City Administrator
ATTEST:
____________________
Genoveva Rocha, City Clerk
APPROVED AS TO FORM:
_____________________
Zaynah Moussa-Milward, City Attorney
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Master Sales Agreement – MSA V2024.09.004 Page 11 of 62 Itron Confidential

ATTACHMENT SCHEDULE
• Equipment Addendum
• Maintenance and Support Services Addendum
• Software Addendum
• SaaS Addendum
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EQUIPMENT ADDENDUM
1 Relationship to General Terms and Conditions
This Addendum is governed by the General Terms and Conditions and applicable Order Documents. If there is any inconsistency between the General Terms and Conditions and this Addendum, this Addendum shall control, but only to the extent of such inconsistency.
2 Additional Definitions
The following defined terms are in addition to those defined in the General Terms and Conditions:

Equipment means Itron Equipment and Third-Party Equipment.

Firmware means the object code version of software embedded in Equipment.

Itron Equipment means equipment listed on an Order Document for sale to Company under this Agreement that is manufactured and branded by or on behalf of Itron.

Third-Party Equipment means equipment listed on an Order Document for sale to Company under this Agreement that is not manufactured and branded by or on behalf of Itron.

Warranty Period means the Itron Equipment warranty period specified on the attached Itron Equipment Warranty Table.
3 Ordering Equipment
Company shall order Equipment by issuing a Purchase Order to Itron in accordance with and subject to Section 1.6 (Purchase Order Requirement) of the General Terms and Conditions of this Agreement. 4 Economic Surcharge
For Equipment only, Itron may, from time-to-time upon written notice to Company, issue surcharges on new and/or unfulfilled Purchase Orders to offset material increases in Itron’s associated costs arising from: (i) unusual foreign currency exchange variations; (ii) impacts of duties, tariffs, and other government actions; and (iii) any other macroeconomic circumstances outside of Itron's reasonable control (“Economic Surcharges”). Itron will provide Company with advance notice of any Economic Surcharges. 5 Invoicing
Itron will invoice Company for Equipment, any related Economic Surcharges, and reimbursable shipping-related expenses, on or after the date of shipment.
6 Lead Time & Ship Date
Scheduled shipping dates will be assigned by Itron as close as possible to Company’s requested date specified in an accepted Purchase Order based on Itron’s then-current lead times for the Equipment. Upon Company’s request, Itron will communicate current lead times. Itron will also communicate scheduled shipping dates in the order acknowledgment or on Itron’s customer portal.
7 Order Cancellation & Rescheduling
Accepted Purchase Orders for Equipment may not be canceled or rescheduled by Company, unless agreed to in writing by Itron.
8 Forecasts
Each month Company will provide Itron with a rolling, nonbinding, minimum twelve (12) month forecast of Company’s anticipated Equipment demand.
9 Shipment, Title & Risk of Loss
Shipping terms are set forth in the applicable Pricing Summary to this Agreement (the “Shipping Terms”) and shall be included by Company on each Purchase Order for Equipment. Unless otherwise provided in the Shipping Terms, Company is responsible for making shipping arrangements, and will bear the cost of transporting Equipment, from the place of origin to the place of destination, title and risk of loss shall transfer from Itron to Company, and delivery shall be deemed to have occurred, upon release to the first carrier, except for cross-border shipments in which case title shall transfer from Itron to Company upon completion of export clearance. 00839060.0
Master Sales Agreement – MSA V2024.09.004 Page 13 of 62 Itron Confidential 10 Documentation
Itron will make its standard Documentation for Itron Equipment available via download. Itron will provide Company with download instructions.
11 Equipment Firmware
The purchase of Itron Equipment includes a nonexclusive license to use Firmware in Itron Equipment in accordance with its Documentation. Company’s license to Firmware in Third-Party Equipment purchased by Company through Itron shall be subject to the terms of the manufacturer of the Third-Party Equipment. 12 Returns
Except as provided in Section 13 below, Itron does not accept returns of Itron Equipment unless: (i) Itron shipped a product other than as specified in the Purchase Order, (ii) such product is unopened, and (ii) the product is returned in accordance with Itron’s then current RMA policy and procedures within ten (10) business days of delivery. Company’s right to return Third-Party Equipment purchased by Company through Itron shall be subject to the terms of the manufacturer of the Third-Party Equipment.
13 Itron Equipment Warranties
Itron warrants solely to Company that, during the Warranty Period, Itron Equipment will be free from defects in materials and workmanship and will materially conform to Itron’s published specifications in effect as of the date of manufacture.

As Company’s sole and exclusive remedy for a breach of the foregoing warranties, Itron will, at its option and expense:
(i) repair or replace faulty Itron Equipment under warranty after it has been returned to an Itron-designated repair facility during the Warranty Period in accordance with Itron’s then current RMA policy and procedures, (ii) provide Company with a Firmware or software fix to correct the nonconformity, or (iii) if Itron determines (in its reasonable judgment) that it is unable to provide a remedy specified in item (i) or (ii) of this section, Itron will provide Company with a depreciated refund of the purchase price for the applicable Itron Equipment. Company will pay the cost of returning Itron Equipment to the Itron designated repair facility and Itron will pay the cost of returning repaired or replacement Itron Equipment to Company. Company is responsible for any labor costs associated with removal or reinstallation of Itron Equipment. Repaired and replacement Itron Equipment will be warranted for the remainder of the Warranty Period, or sixty (60) days from the ship date of the repaired or replaced Itron Equipment, whichever is longer.

Additional warranty terms for specific Itron Equipment may be specified in the attached Itron Equipment Warranty Table. 14 Itron Equipment Warranty Exclusions
The warranties under Section 13 and additional warranty terms in the attached Itron Equipment Warranty Table do not cover Itron Equipment defects or nonconformities caused by: (i) changes or repairs made to Itron Equipment without Itron’s prior written consent, (ii) use with cables, mounting kits, antennas, battery backups and other devices, ThirdParty software or firmware that Itron has not provided to Company or approved in writing for use with Itron Equipment, (iii) Company’s or a Third-Party’s misuse, abuse, neglect, negligence, or failure to store, install, test, handle or operate Itron Equipment in accordance with its Documentation, (iv) a Force Majeure event, or (v) incorrect data, or data entry or output by Company or a Third-Party not under Itron’s control. Additional warranty exclusions for specific Itron Equipment may be specified in the attached Itron Equipment Warranty Table. Company may request that Itron repair Itron Equipment damaged by any of the foregoing; if Itron agrees to make such repairs, Company may be charged additional Fees.
15 Integration of Itron Equipment
If Company purchases Itron Equipment for integration into third-party devices or other third-party hardware, Company will obtain warranty service for the Itron Equipment from the third-party integrated device provider. 16 Equipment End of Sale

16.1 Notice and Last-Time Buys
Itron will make commercial reasonable efforts to provide Company with no less than one hundred and eighty (180) days’ notice before discontinuing the sale of any Itron Equipment set forth in an Order Document, provided that (a) the pricing for such Itron Equipment is valid under Section 6.1 (Fees) of the General Terms and Conditions of this Agreement beyond the discontinuance of sale date, and (b) Company has purchased such Itron Equipment within the three hundred and sixty-five (365) day period preceding the date upon which notice is to be given. During the foregoing notice period, Company may place non-cancellable, non-returnable “last time buy” Purchase Orders for any Itron Equipment identified in the end of sale notice, unless such discontinued sale is due to a Force Majeure event in which case the last time buy will be governed by the Force Majeure event notification. Company must take delivery of all such ordered Itron Equipment within one hundred and eighty (180) days of the Purchase Order acceptance date or within thirty (30) days from shipment availability, whichever is longer. Itron does not guarantee the availability of Third-Party Equipment.

Itron’s sole obligation with respect to the discontinuance of Third-Party Equipment is to provide Company with any end of sale notice that Itron receives from the Third-Party Equipment manufacturer. 00839060.0
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16.2 Replacement Itron Equipment
Itron will not end the sale of any Itron Equipment while the pricing for such Itron Equipment remains valid under Section

6.1 (Fees) of the General Terms and Conditions of this Agreement, other than as a result of a Force Majeure event, without making replacement equipment available for purchase by Company. Such replacement equipment will be functionally equivalent to the discontinued Itron Equipment it replaces, to the extent such functionality is listed in Itron’s published specifications in effect as of the date of manufacturing for such discontinued Itron Equipment in use by Company. Any such replacement equipment will be backwards compatible and interoperable with other Itron Equipment to the same extent as the Itron Equipment it was designed to replace. Itron may either (i) disable any new functionality or features provided by the replacement equipment, or (ii) if Itron is unable to disable any new functionality or features in the replacement equipment, or Company elects to purchase such new functionality or features, charge Company the applicable fees for such new functionality or features. 17 Third-Party Equipment Warranty
Itron is not the manufacturer of Third-Party Equipment and makes no representations or warranties whatsoever, directly or indirectly, express or implied, as to the suitability, durability, fitness for use, merchantability, condition, quality, performance or non-infringement of Third-Party Equipment. Third-Party Equipment shall be subject to any warranties provided by the Third-Party Equipment manufacturer. Itron will pass through to Company, or make commercially reasonable efforts to enforce on Company’s behalf, any warranties and remedies received from the Third-Party Equipment manufacturer.
18 Survival
The following sections of this Addendum shall survive termination or expiration of this Agreement or any Order Document or Statement of Work: 1 (Relationship to General Terms and Conditions), 2 (Additional Definitions), 4 (Economic Surcharge), 5 (Invoicing), 7 (Order Cancellation & Rescheduling), 9 (Shipment, Title & Risk of Loss), 11 (Equipment Firmware), 12 (Returns), 13 (Itron Equipment Warranties), 14 (Itron Equipment Warranty Exclusions), 15 (Integration of Itron Equipment), 17 (Third-Party Equipment Warranty) and 18 (Survival). 00839060.0
Master Sales Agreement – MSA V2024.09.004 Page 15 of 62 Itron Confidential Itron Equipment Warranty Table
Itron Equipment or Repair Service Warranty Period and Additional Warranty Terms 100W+ series water module (including
battery)
500W series water module (including
battery), excluding 500W series cellular
water module
Each 100W+ and 500W series water module (including battery) (each, a “Water Module” and collectively, the “Water Modules”) receives a 20-year warranty consisting of 10 years of warranty coverage under Section 13 (Itron Equipment Warranties) followed by 10 years of discounts against replacement products, as described below:

Warranty Period: 10 years from date of shipment.

Discount Period: If a Water Module (including battery) fails during the ten-year period following expiration of the applicable Warranty Period (the “Discount Period”), subject to applicable warranty exclusions under Section 14 (Itron Equipment Warranty Exclusions), Itron will provide Company with a discount off Itron’s then-current list price for any available Itron water module to replace the failed Water Module (including battery) per the discounts set forth below:
10-year Discount Period following 10-year
Warranty Period Discount
Years 1 through 5 50%
Years 6 through 10 25%
Itron replacement water modules will be compatible with an Itronsupported water module reading solution.

Warranties on the applicable Water Modules shall be void if (a) such Water Module is used in connection with a third-party reading system that has not been approved by Itron in writing; or (b) Company utilizes the two (2) battery version of such 500W Water Module in mobile mode for more than two (2) consecutive years.
500W series cellular water module
(including battery)
Each 500W series cellular water module (including battery) (each, a “Cellular Water Module” and collectively, the “Cellular Water Modules”) receives a 20-year warranty consisting of 10 years of warranty coverage under Section 13 (Itron Equipment Warranties) followed by 10 years of discounts against replacement products, as described below:

Warranty Period: 10 years from date of shipment.

Discount Period: If a Cellular Water Module (including battery) fails during the ten-year period following expiration of the applicable Warranty Period (the “Discount Period”), subject to applicable warranty exclusions under Section 14 (“Itron Equipment Warranty Exclusions”), Itron will provide Company with a discount off Itron’s then-current list price for any available Itron cellular water module to 00839060.0
Master Sales Agreement – MSA V2024.09.004 Page 16 of 62 Itron Confidential Itron Equipment or Repair Service Warranty Period and Additional Warranty Terms replace the failed Cellular Water Module (including battery) per the discounts set forth below:
10-year Discount Period following 10-year
Warranty Period Discount
Year 1 70%
Year 2 65%
Year 3 60%
Year 4 55%
Year 5 50%
Year 6 45%
Year 7 40%
Year 8 35%
Year 9 30%
Year 10 25%
Itron replacement water modules will be compatible with an Itronsupported water module reading solution.

Warranties on the applicable Water Modules shall be void if (a) such Water Module is used in connection with a third-party reading system that has not been approved by Itron in writing; or (b) Company utilizes the two (2) battery version of such 500W Water Module in mobile mode for more than two (2) consecutive years.

CGR ACT Module (CAM) Warranty Period: 5 years from date of shipment.

Itron Leak Sensor
CENTRON Electric Meter Warranty Period: 3 years from date of shipment.

Intelis Gas Meter/Intelis 250 Gas
Meter/Intelis 425 Gas Meter
SENTINEL Electric Meter
QUANTOMETER (MZ) Gas Meter Warranty Period: 2 years from date of shipment.

ROTARY (DELTA) Meter
TURBINE (FLUXI) Gas Meter
Repairs or updates for out-of-warranty
electricity meters
Additional Warranty Terms: Itron shall perform the repairs or updates with reasonable care and in a diligent and competent manner. Itron's sole obligation in connection with repair or update 00839060.0
Master Sales Agreement – MSA V2024.09.004 Page 17 of 62 Itron Confidential Itron Equipment or Repair Service Warranty Period and Additional Warranty Terms failures shall be, at its option, to correct or re perform repairs/updates or refund to Company the amount paid for the repairs/updates.

Company must report any deficiencies in repair work to Itron in writing within 90 days of shipment to receive the remedies described herein.

Repairs or updates for out-of-warranty
Socket Based Routers, Pole Mounted
Routers and Routing Nodes
Additional Warranty Terms: Itron shall perform the repairs or updates with reasonable care and in a diligent and competent manner. Itron's sole obligation in connection with repair or update failures shall be, at its option, to correct or re perform repairs/updates or refund to Company the amount paid for the repairs/updates.

Company must report any deficiencies in repair work to Itron in writing within 90 days of shipment to receive the remedies described herein.

All other Itron Equipment not listed
above.

Warranty Period: 1 year from date of shipment.
[End]
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MAINTENANCE AND SUPPORT SERVICES ADDENDUM
1 Relationship to General Terms and Conditions
This Addendum is governed by the General Terms and Conditions and applicable Order Documents. If there is any inconsistency between the General Terms and Conditions and this Addendum, this Addendum shall control, but only to the extent of such inconsistency.
2 Additional Definitions
The following defined terms are in addition to those defined in the General Terms and Conditions:

Annual Adjustment means Itron’s annual price increase.

Annual Fees means the annual Fees identified in an Order Document for each category of Covered Product, plus the Annual Adjustment, if any.

Client Services Guidelines Documents means the following documents as they may be updated by Itron from time to time: “Itron Equipment Repair Center Locations”, and “Working Effectively with Itron Global Customer Support Services”. Copies of the Client Services Guidelines Documents may be obtained by calling Itron Global Customer Support Service at +1(877) 487-6602 or such other number or process provided by Itron to Company.

Covered Equipment means Itron equipment identified in an Order Document for which Company has purchased Maintenance Services.

Covered Firmware means Itron’s network and application firmware embedded within a communicating device identified in an Order Document (e.g., network interface cards, meters, endpoints, network equipment, etc.) for which Company has purchased firmware Maintenance Services.

Covered Products mean Covered Firmware, Covered Software, Covered Equipment and Third Party Covered Products.

Covered Software means Itron software identified in an Order Document for which Company has purchased Maintenance Services.

Error means a material failure of Covered Firmware or Covered Software to comply with applicable published Itron specifications.

Fix means a correction or workaround for an Error.

Global Support Services means those support services provided by Itron technical representatives via telephone, email, website or other means to assist Company’s Primary Service Contacts with questions or issues related to the operation of Covered Products.

Improvement means an update, modification, enhancement and/or extension to Covered Software functionality that is included in a Release.

M&S Commencement Date means the date upon and after which a Covered Product will be entitled to receive Maintenance Services, which unless otherwise provided in the applicable Order Document, will be as follows:

Covered Product M&S Commencement Date
On premise Covered Software Itron DI Applications: Date Itron DI Application is initially allocated in the DI Platform for Company
endpoint download following receipt of an accepted
Purchase Order.

Other Itron Software: First day of month following date Covered Software is made available to Company
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Master Sales Agreement – MSA V2024.09.004 Page 19 of 62 Itron Confidential Covered Product M&S Commencement Date
Covered Firmware Date of shipment of the applicable communicating device
Covered Software provided as Software-as-aService or Hybrid SaaS subscriptionThe earlier of: (a) the date on which Itron validates the implementation of the Service Offering under an
applicable Statement of Work, or (b) the first day of the month following the date on which (i) the application
system setup is complete and (ii) the Company has
received valid access credentials for such Service
Offering
Covered Equipment End of warranty period
Third Party Covered Products Per applicable third-party service provider terms and conditions
Maintenance Billing Cycle means each one (1) year period that begins on the first M&S Commencement Date under the Agreement or any anniversary of that date. For clarity, there is only one Maintenance Billing Cycle for all Maintenance Services.

Maintenance Services means services provided under this Addendum.

Operating Condition means performance in accordance with applicable published Itron specifications.

Primary Services Contacts means Company’s primary support staff who provides internal support to Company’s operations personnel and who are key interface to Itron for all Maintenance Services.

Release means a collection of Fixes and / or Improvements made available by Itron to Company.

Service Levels means the defined level of impact and associated response time, effort level, and escalation path procedures and guidelines described in Attachment 1 to this Addendum.

Service Offering has the meaning set forth in the Software-as-a-Service Addendum.

Service Request means an Itron tracked Company request for Global Support Services.

Third Party Covered Products means third-party equipment and third-party software identified in an Order Document for which Company has purchased Maintenance Services. 3 Principal Services Contacts

3.1 Designation by Company
Company shall designate a minimum of one (1) and not more than two (2) Primary Services Contacts for each Covered Product line, to serve as administrative liaisons for all matters pertaining to Maintenance Services for such Covered Product line and shall provide their contact information to Itron’s customer account representative. Primary Services Contacts shall promptly report problems with Covered Products by submitting a Service Request for entry into Itron’s support tracking system. Although it is Company’s sole right to choose its Primary Services Contacts, Company and Itron acknowledge that each Primary Services Contact must have the appropriate technical skills and training for the position. If Company replaces a Primary Services Contact, Company will provide updated contact information to Itron’s customer account representative, and the new Primary Services Contact will be properly trained prior to interfacing with Itron support personnel.

3.2 Training of Principal Services Contacts
Before a Primary Services Contact interfaces with Itron support personnel, he/she will attend training sessions offered by Itron, an Itron-approved trainer, or Company’s training program approved by Itron to ensure that the Primary Services Contact is (i) knowledgeable about operation of the applicable Covered Products, and (ii) qualified to perform problem determination and remedial functions with respect to such Covered Products. Company may perform Itron- 00839060.0
Master Sales Agreement – MSA V2024.09.004 Page 20 of 62 Itron Confidential approved training or may engage Itron to perform training of Primary Services Contacts at Itron’s then current rates.

Itron will make training sessions available by remote video conference or training will be made available at a location or in a manner mutually agreed by the Parties. Company shall be responsible for all Company’s associated travel-related expenses and, if the Parties agree that training will be provided at a location other than an Itron-designated facility (e.g., at a Company-proposed facility), Company will also reimburse Itron’s travel-related expenses. The Primary Services Contacts must have the skills and capabilities to train other Company personnel on Covered Products. Itron may update Covered Product training from time to time and, upon receiving notice of such updates from Itron, Company shall promptly provide such training to its Primary Services Contacts in accordance with this Section. 4 Global Support Services & Service Requests

4.1 Global Support Services
Itron will make support representatives available to provide technical support during its then current normal business hours as set forth in the Client Services Guidelines Document. Global Support Services include troubleshooting & problem diagnosis relating to Covered Products; release or system management consulting; and recommendations for fully utilizing Covered Products. Company acknowledges and agrees that Global Support Services are not intended as a substitute for training of Company personnel, field support, or Itron professional services. Nor will Company use Global Support Services in lieu of having qualified and trained support personnel of its own.

4.2 Service Request Process
Company shall submit Service Requests in the manner required by the Client Services Guidelines Documents and Service Levels. When Company submits a Service Request, Company will reasonably assess its business urgency according to the appropriate Severity Level in Attachment 1 to this Addendum. Itron will designate the initial Severity Level and the Parties will resolve any perceived gap regarding the Severity Level designation as soon as is reasonably practical.

Company may submit Service Requests on a 24/7/365 basis and Itron will respond to such Service Requests in accordance with the Service Levels.

4.3 Field Support
At Company’s request, and Itron’s approval, Itron will dispatch support personnel to Company’s location to provide onsite Global Support Services (“Requested Field Support”) related to a reported problem which cannot be addressed remotely. Requested Field Support will be billed at Itron’s then-current rates, and Company will reimburse Itron’s travelrelated expenses, unless the cause of the reported problem is found to be due to an error in the Itron product or service. 5 Itron Firmware and Software Maintenance

5.1 Scope
Firmware Maintenance Services covers its associated Covered Firmware embedded within the applicable communicating device. Software Maintenance Services covers its associated Covered Software sold as: (i) on premise software license, and (ii) Software-as-a-Service or SaaS Hybrid subscription.

5.2 Modifications
Itron may modify or replace Covered Firmware and Covered Software so long as such modifications or replacements do not eliminate key, documented functionality provided by the most current System Release.

5.3 Fixes
Itron shall provide Fixes in accordance with the Service Levels. Itron’s obligations with respect to Service Levels are contingent upon Company (i) devoting the necessary resource effort required to support of Itron restoring the system and remediating the Error, (ii) responding to requests made by Itron within the applicable Response Time, (iii) assigning only qualified personnel to help Itron address the Error, and (iv) providing all information, access, and assistance reasonably requested by Itron to address the Error.

5.4 Improvements
Itron shall provide Improvements, if any, at no charge to Company if such Improvements are made within the current product specifications and are made available to Itron customers generally at no charge. Improvements released as new add-on modules/features and not part of the product’s original specifications, may require additional licensing and support fees and will be made available at Itron’s then current rates.

5.5 Software Releases
Release Numbering Convention. Upgrades, Fixes and/or Improvements are made available to customers through periodic Software Releases. For informational purposes, Itron’s current practice (which may vary and be changed by product, at any time in Itron’s discretion) is to provide Software Releases using the numbering guideline, "X.X.X.X" 00839060.0
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5.5.1 The first place, "X.X.X.X", in Itron’s numbering convention refers to a "Major Release”, or “System Release", which consists of a new version of Covered Software. A Major Release may include architectural changes, Improvements, Fixes and / or interfaces to new functional modules or platforms. A Major release may require infrastructure or component updates which affect compatibility with previous release versions.

5.5.2 The second place, "X.X.X.X", in Itron’s numbering convention refers to a "Minor Release, which is an update to a current Major Release. A Minor Release may include consolidation of previous Service Packs, Improvements, Fixes, platform / 3rd party updates. Minor Release are provided to Itron customers on a regularly scheduled basis.

5.5.3 The third place, "X.X.X.X", in Itron’s numbering convention refers to a "Service Pack, which is an update to specific modules found in a current Major Release. A Service Pack may include Fixes to Severity 1 - Severity 4 issues for a specified Minor or Major Release.

5.5.4 The fourth place,"X.X.X.X", in Itron’s numbering convention refers to a "Hot Fix," which is an un-scheduled release provided to one or more customers as a short-term, temporary fix to a critical Severity Level 1 Error. While not utilized by all Itron software product lines, Hot Fix releases are not made available to Itron customers generally but may be included in the next scheduled Minor Release or Service Pack for general release.

5.6 Support for Covered Firmware
Itron will only provide Maintenance Services for Covered Firmware if Company: (i) is current on all applicable Fees for such Maintenance Services, (ii) tests and installs the latest Covered Firmware Fix within twelve (12) months of it being made available to Company, and (ii) tests and installs the latest Covered Firmware Improvement within twenty-four (24) months of being made available by Itron.

5.7 Support for On Premise Itron Enterprise Edition, OpenWay and GenX Software Itron will only provide Maintenance Services for on premise Itron Enterprise Edition and OpenWay software if Company:
(i) pays the applicable fees for such Maintenance Services, (ii) tests and installs Service Pack Releases associated with the Major or Minor Release in use by Company within twelve (12) months of such Service Pack Releases being made available to Company, and (iii) tests and installs the latest Major or Minor Releases within twenty-four (24) months to thirty-six (36) months of such Software Release being made available by Itron.

5.8 Support for Other On Premise Covered Software
Itron will only provide Maintenance Services for other on premise Covered Software if Company: (i) pays the applicable fees for such Maintenance Services, and (ii) tests and installs Major, Minor and Service Pack Releases within twelve (12) months of such Software Releases being made available by Itron.

5.9 Support for SaaS or IaaS
Itron will only provide Maintenance Services for Covered Software sold as a Software-as-a-Service or Hybrid SaaS subscription if Company: (i) is current on all applicable fees for such Software-as-a-Service or SaaS Hybrid subscription and related Maintenance Services, and (ii) tests a Release as installed by Itron either in Company’s production Softwareas-a-Service or Hybrid SaaS environment, or in Company’s funded non-production Software-as-a-Service or Hybrid SaaS environment, prior to Company’s full production use of the Release.

5.10 Support for Unsupported Itron Software and Firmware At Company’s request, Itron may elect to provide Maintenance Services for an unsupported Release at Itron’s thencurrent rates.

5.11 Mandatory Revisions
Company must install all software and firmware updates, patches, and service packages provided by, or as directed by, Itron from time to time and which may be required to correct errors, vulnerabilities, third-party concerns, or as otherwise necessary to ensure proper functioning of the Covered Software or to protect the interests of the Parties (“Mandatory Revisions”). ITRON IS NOT LIABILE FOR ANY COMPANY OR THIRD-PARTY DAMAGES RESULTING FROM COMPANY’S FAILURE TO INSTALL ANY MANDATORY REVISION IN A TIMELY MANNER.

5.12 Installation Services for On Premise Releases
Maintenance Services for on premise Covered Software and Covered Firmware includes the following Release installation services: limited, remote consulting support, during standard business hours, for Covered Software and Covered Firmware on Itron-approved server configurations for one production server and one non-production server (test, training, or back-up – for example) owned / operated by Company. At Company’s request, Itron may provide on premise Software Release installation services for System Releases or Service Packs on current certified production servers, additional production servers or nonproduction servers, at its then-current rates. Itron will install Releases to Covered Software sold as a Software-as-a-Service or Infrastructure-as-Service subscription in accordance with the applicable terms and conditions for such services.
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5.13 Restoring Firmware or Software to Maintenance Services If Company declines or discontinues Maintenance Services for Covered Firmware or Covered Software and thereafter wishes to resume such Maintenance Services for the most recent Release of that Covered Firmware or Covered Software, Company shall, prior to receiving Maintenance Services, notify Itron in writing of its request for Maintenance Services and pay Itron’s then-current re-initiation fee, which shall not exceed an amount equal to all Annual Fees that would have been invoiced for the applicable Covered Firmware or Covered Software if Company had not elected to decline or discontinue Maintenance Services for that Covered Firmware or Covered Software, plus a five percent (5%) markup, in addition to prorated Annual Fees for the then-current Maintenance Billing Cycle.

5.14 Exclusions
Itron shall have no obligation to provide Maintenance Services for, or liability to Company for Covered Software adversely affected by (i) use of Covered Firmware or Covered Software by anyone other than Itron in combination with software, equipment, or communications networks not referenced in the Documentation as being compatible with the Covered Firmware or Covered Software; (ii) modification or recompiling of Covered Firmware or Covered Software or Covered Software installation instructions / installation scripts or database schema scripts, or improper installation of a Release, by anyone other than Itron, (iii) failure to perform customer responsibilities describe in this Addendum, (iv) use of an unsupported version of Covered Firmware or Covered Software by anyone other than Itron; (v) Company’s failure to implement a Mandatory Revision; (vi) maintenance and/or support of Covered Firmware or Covered Products other than by Itron; (vii) viruses introduced through no fault of Itron; or (viii) network or communication link failures.

5.15 Documentation and Backup
Itron will make an electronic copy of the Documentation available to Company at no additional charge via physical media or download access. Itron will also maintain a copy of its most recent supported version of executable Covered Firmware and on premise Covered Software to be made available to Company or installed by Itron as necessary in the event of corrupted or inoperative Covered Firmware or on premise Covered Software. Said copy of executable Covered Firmware or on premise Covered Software or Third-Party software does not relieve Company of its responsibility to backup and manage its Covered Firmware or on-premise software installation as part of ongoing system operation.

5.16 Company Responsibilities
The provision of Maintenance Services for Covered Firmware or Covered Software by Itron assumes that Company will facilitate such services as follows:

5.16.1 Service Requests
Company will support Itron investigation and restoration efforts as defined in the Service Level table and will act upon / implement support solutions and workarounds recommended by Itron in a timely fashion. When escalating a Service Request with Itron, Company’s Primary Service Contact shall collect and provide all data logs, findings, analysis, and any relevant forensic information pertaining to the issue as outlined in Client Services Guideline Documents.

5.16.2 Data Review
If Itron determines that it is necessary to evaluate Company data to reproduce error conditions not reproducible with Itron’s standard test data sets, Company will provide Itron with reasonable access to such data. Itron shall not be liable for any delay or failure to resolve the problem if access to such Company data is denied to Itron.

5.16.3 Installation and Upgrades
Company will engage Itron Global Support Services or their Itron account team for any Covered Firmware or on premise Covered Software installations and upgrades which require support beyond that provided herein.

5.16.4 Remote Access
Company is responsible for supporting necessary remote access to Covered Firmware or on premise Covered Software by Itron support personnel assigned to provide Maintenance Services for purposes of remote diagnosis and troubleshooting of Covered Firmware or on premise Covered Software. Itron shall not be liable for any delay or failure to resolve a problem if remote access to Covered Firmware or on premise Covered Software is denied to Itron.

5.16.5 System Configuration, Operation and Maintenance
Company is responsible for the configuration, operation, and maintenance of equipment, system peripherals, operating system, and data communications environment associated with on premise Covered Software. These activities include but are not limited to checking audit logs, clearing discovered exceptions, and performing daily, weekly, and monthly operational tasks and systems responsibilities. Company is responsible for any change made to Company’s software system, operating system, database or network configuration or any change to installation procedures, scripts, or any other provisions that materially affect the usability or operation of on premise Covered Software. Company will obtain 00839060.0
Master Sales Agreement – MSA V2024.09.004 Page 23 of 62 Itron Confidential Itron’s written consent prior to making any material changes that may affect the installation or operation of on premise Covered Software.

5.16.6 Network Administration
Company is responsible to monitor and maintain, repair, replace and upgrade its local, and wide area network components (if any)—including network servers, network clients, network hubs, routers, modems, and other software components necessary for efficient and reliable network operations associated with Covered Firmware or on premise Covered Software—to ensure continued conformance with the applicable published Itron specifications. In addition, Company is responsible to administer related host names, Internet Protocol addresses, network interfaces, access, security, communications, and equipment and software version control.

5.16.7 Database Administration
Company is responsible to administer the agreed upon database(s) associated with on premise Covered Software, including hardware and software components, in accordance with the Documentation, which administration shall include, monitoring the database server, backing up electrical power sources, and configuring and administering of database schema, application interfaces, networking operating system, communications, and file transfer software. Company is responsible to maintain database files (e.g., truncate, cleanup, and delete files consistent with industry standard practices) and perform regular data backup and data archiving. 6 Itron Equipment Maintenance

6.1 Maintenance Procedures
Company shall initiate a request for Maintenance Services for Covered Equipment by delivering the Covered Equipment to the applicable Itron Certified Repair Center identified on the Itron Equipment Repair Location Table. Company will return Covered Equipment at Company’s expense and in accordance with Itron’s then-current Return Material Authorization (“RMA”) procedures. Upon receipt of Covered Equipment (with the required information) under Itron’s RMA procedures, Itron shall assess the item to determine (a) whether it is in fact Covered Equipment and (b) whether the maintenance requested is included within the Maintenance Services ordered by Company and not otherwise excluded from coverage. If the returned equipment is determined to be Covered Equipment and the maintenance requested is included in the Maintenance Services ordered by Company, Itron shall (i) perform preventative Maintenance Services necessary to maintain the Covered Equipment in Operating Condition, and (ii) diagnose and correct any failure in the Covered Equipment as necessary to meet Operating Condition, excluding minor cosmetic deficiencies such as blemishes, dents or scratches, and (iii) return the item of Covered Itron Equipment to Company at Itron’s expense within the applicable turnaround time identified on the Itron Equipment Repair Table. If Itron determines that returned equipment is not Covered Equipment or is excluded from the Maintenance Services ordered by Company, then Itron will proceed in accordance with the estimation fees section below.

6.2 Exclusions
Itron is under no obligation to perform Covered Equipment Maintenance Services in circumstances where the failure or damage is due to: (i) accident, abuse, misuse, inadequate maintenance, problems caused by electrical power surges or acts of God outside of the tolerances set forth in the applicable published Itron specifications; (ii) service or repair processes (including installation or de-installation of equipment, parts, or firmware/software) not performed or authorized by Itron; (iii) use of parts, configurations or repair depots not certified or authorized by Itron; or (iv) Company’s failure to perform material Company responsibilities in accordance with this Addendum, including caring for Covered Equipment in accordance with applicable Documentation.

6.3 Estimated Fees
Itron will provide Company with a price quote for the estimated cost (including current inspection fees), including labor, materials and shipping, for any repairs to equipment that are requested, which Itron determines are excluded from or not included within the Maintenance Services ordered by Company. If Company elects not to proceed with the requested repair, Itron will return the item of equipment at Company’s expense and Itron may charge Company its then-current inspection fee.

6.4 Adding/Restoring Equipment to Maintenance Services
Following the Effective Date, additional Covered Equipment purchased by Company, of a similar type and model already covered under this Addendum, shall automatically be deemed to be Covered Equipment following the M&S Commencement Date. If Company declines or discontinues Maintenance Services for any Covered Equipment and thereafter wishes to add or restore such equipment as Covered Equipment, Itron may, prior to such equipment being included as Covered Equipment, inspect such equipment at Itron’s then current rates to determine whether it is in Operating Condition and/or charge Itron’s then current re-certification fee, in addition to prorated Annual Fees for the then-current Maintenance Billing Cycle (the “Re-initiation Costs”). At Company’s request, Itron will provide Company 00839060.0
Master Sales Agreement – MSA V2024.09.004 Page 24 of 62 Itron Confidential with a quote for estimated Re-initiation Costs for equipment that Company wishes to add or restore as Covered Equipment under this Section.

6.5 Equipment Responsibilities
Itron shall make available, and Company shall obtain, a copy of the Documentation for Covered Equipment and Company will be responsible to perform preventive maintenance for each such item in accordance with such Documentation.

Company shall also keep accurate records of Covered Equipment serial numbers and locations to assist Itron with performing Maintenance Services.
7 Fees and Invoicing

7.1 Annual Fees
Company shall pay Annual Fees in advance of each Maintenance Billing Cycle in which it will receive Maintenance Services. Itron may also pass through price increases for Maintenance Services on Third-Party Covered Products that Itron receives from the third-party service provider on behalf of the Company.

7.2 Invoicing
Itron will invoice Company for the first Maintenance Billing Cycle on or after the first M&S Commencement Date. Itron may invoice Company for Maintenance Services for a Covered Product that is added during any Maintenance Billing Cycle at a prorated amount. Otherwise, Itron will invoice Company for each subsequent Maintenance Billing Cycle prior to, or upon, commencement of the following Maintenance Billing Cycle.

7.3 Renewal Notice
Itron will provide Company a renewal notice for Itron Covered Products at least one hundred twenty (120) days prior to the commencement of each Maintenance Billing Cycle. Company may discontinue Maintenance Services for any Covered Product(s) by providing Itron with written notice of non-renewal no less than ninety (90) days prior to the commencement of a Maintenance Billing Cycle. Itron will provide Company a renewal notice for Third Party Covered Products as soon as reasonably practical following Itron’s receipt of such notice from the third party service provider.

7.4 Purchase Order
Company shall submit a Purchase Order to Itron for the quoted amount of Itron Covered Products prior to the commencement of each Maintenance Billing Cycle. Company shall submit a Purchase Order to Itron for the quoted amount of Third Party Covered Products thirty (30) days prior to the commencement of each Maintenance Billing Cycle.

Itron will not renew Third Party Covered Product maintenance for which a Purchase Order has not been provided by Company.
8 Support for Third Party Products
Itron shall provide first tier Global Support Services for Third Party Covered Products by handling all Company inquiries, attempting to identify the component involved in the problem and obtaining appropriate documentation of such inquiry or problem. In addition, Itron shall make commercially reasonable efforts to facilitate Company’s receipt of maintenance and support for such Third-Party Covered Products consistent with the third-party maintenance terms identified on the applicable Order Document. Notwithstanding anything else to the contrary, Itron’s sole obligation under this Addendum with respect to Third Party Covered Products shall be as set forth in this section. 9 End of Support
Itron may discontinue Maintenance Services for any Covered Equipment, Covered Firmware or Covered Software, effective as of the end of the applicable Maintenance Billing Cycle, by giving Company written notice of such discontinuance no less than one hundred eighty (180) days prior to the end of such Maintenance Billing Cycle. The end of support date for a Third Party Covered Product shall be the date specified by the applicable third-party service provider, which date will be promptly communicated by Itron to Company following the date of receipt.

If the end of support date is scheduled within a subsequent Maintenance Billing Cycle, Annual Fees for that subsequent Maintenance Billing Cycle will be pro-rated through the end of support date. At Company’s request, or as defined in a related SaaS addendum / Order Document, Itron may elect to provide custom support for products for which Maintenance Services have been discontinued at Itron’s then-current rates.

Periodically, Itron will make available product plan publications, including product information letters (PIL), product newsletters or written technology roadmaps which outline Itron’s general plans for continued support and end of support of applicable Covered Products. Product publications are used as general guidelines for Company communications and planning, which may be updated from time to time.
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Master Sales Agreement – MSA V2024.09.004 Page 25 of 62 Itron Confidential 10 Survival
The following sections of this Addendum shall survive termination or expiration of this Agreement or any Order Document or Statement of Work: 5.14 (Exclusions), 6.2 (Exclusions), 7 (Fees and Invoicing), 9 (End of Support), and 10 (Survival). 00839060.0
Master Sales Agreement – MSA V2024.09.004 Page 26 of 62 Itron Confidential Attachment 1 to Maintenance & Support Services Addendum – Software Maintenance & Support Service Levels –
Severity Level Response Times Restoration Targets Resolution Targets***
Escalation
Severity Level 1*
Business
Impact: Critical
Impact / System
Down. A
Production System
Error for which
there is no workaround, which
causes Covered
Firmware or
Covered Software
Product or a
critical business
function / process
of said product to
be unavailable
such that system
operation cannot
continue.

Example: a)
Billing cannot be
completed, b)
Major documented
function not
working, c)
System hung or
completely down
During regular
business-hours
Itron will begin the
Service Request
process during
Company’s initial
call.

During after-hour
periods, Itron will
respond to a critical
support voice
messages within 15
minutes by a return
call to Company, to
validate receipt of
the critical support
call and begin the
Service Request
process.

Following the start
of the Service
Request process
Itron will respond
to Company’s
Service Request
within two (2)
business hours with
an investigation
response.

Itron will update
Company at three
(3) hour intervals
during each day the
Service Request
remains
unresolved, or as
otherwise agreed
by the Parties.

Company will
respond to an Itron
inquiry or request
within three (3)
hours.

Itron will make diligent
efforts on a 24x7 basis,
or as otherwise agreed
by the Parties, to:
i) restore Covered
Firmware or Covered
Software with a change
to eliminate root cause,
ii) provide a workaround
that restores Covered
Firmware or Covered
Software and
downgrades the
Severity Level to S2, S3,
or S4.

Company’s Support
Staff must be available
24x7 to work
cooperatively with Itron
continuously until
restoration is achieved.

Restoration Target:
4 hours if Itron SaaS.
5 business days (for
non-bug fixes)
Root Cause Analysis
(RCA): 30 business
days
An unresolved Service
Request shall be
escalated to Itron
management as
follows:

After 30 minutes:

Technical Company
Support Team Lead
After 8 hours:

Manager, Technical
Client Services
After 16 hours:

Director, Global
Support Services
After 48 hours:

Service Request. Vice
President, Services
and Delivery
After 72 hours:

President, Itron
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Master Sales Agreement – MSA V2024.09.004 Page 27 of 62 Itron Confidential Severity Level Response Times Restoration Targets Resolution Targets***
Escalation
Severity Level 2*
Business
Impact: Major
impact,
degraded
Operation. An
Error other than a
Severity Level 1
Error, for which
there is no workaround, which
degrades or limits
operation of major
system functions
causing Covered
Firmware or
Covered Software
to miss required
business interface
or deadlines.

Covered Firmware
or Covered
Software remains
available for
operation but in a
highly restricted
fashion.

Example: a)
Billing cannot be
completed on
time, b) Major
function is
operating outside
documented
timing / term, c)
Covered Firmware
or Covered
Software
operating slow,
missing data, data
delivery, daily
mission.

During regular
business-hours
Itron will respond
to Company
regarding Service
Request within one
(1) business day.

While Service
Request remains
unresolved, Itron
will update the
Company and the
Service Request at
least every other
business day, or as
otherwise agreed
by the parties.

Company will
respond to an Itron
inquiry or request
within one (1)
business day.

Itron will make diligent
efforts during normal
business hours to:
i) restore Covered
Firmware or Covered
Software with a change
to eliminate root cause,
ii) provide a workaround
that restores Covered
Firmware or Covered
Software and
downgrades the
Severity Level to S3 or
S4.

Restoration Target:
5 business days if Itron
SaaS.
15 business days (for
non-bug fixes)
Root Cause Analysis
(RCA): Not Available
An unresolved Service
Request shall be
escalated to Itron
management as
follows:

After 1 hours:

Technical Company
Support Team Lead
After 8 hours:

Manager, Technical
Client Services
After 24 hours:

Director, Global
Support Services
After 30 Days:

Vice President,
Services and Delivery
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Master Sales Agreement – MSA V2024.09.004 Page 28 of 62 Itron Confidential Severity Level Response Times Restoration Targets Resolution Targets***
Escalation
Severity Level 3**
Business
Impact: Minor
Business
Impact,
compromised
operations. An
Error other than a
Severity Level 1 or
Severity Level 2
Error that has
moderate impact
on use of or
access, with low
business impact,
but not preventing
Company from
performing daily
activities.

Example: The
Service Request
affects use by
Covered Firmware
or Covered
Software users,
allowing
Company’s
functions to
continue to meet
daily business
needs.

During regular
business-hours
Itron will respond
to Company
regarding Service
Request within two
(2) business days.

While Service
Request remains
unresolved, Itron
will update the
Service Request
weekly, or as
otherwise agreed
by the parties.

Company will
respond to an Itron
inquiry or request
within two (2)
business days.

Itron will work during
normal business hours
to either:
i) restore Covered
Firmware or Covered
Software with a change
to eliminate root cause,
or ii) provide a
workaround that
restores Covered
Firmware or Covered
Software and
downgrades the
Severity Level to S4.

Restoration Target:
45 business days if Itron
SaaS.
90 business days (for
non-bug fixes)
Root Cause Analysis
(RCA): Not Available
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Master Sales Agreement – MSA V2024.09.004 Page 29 of 62 Itron Confidential Severity Level Response Times Restoration Targets Resolution Targets***
Escalation
Severity Level 4
Business
Impact:

Standard
Operations
intact. A low or
no-impact Error
other than a
Severity Level 1,
Severity Level 2 or
Severity Level 3
Error, or a request
for enhancement /
new functionality
Example:

Generally, a
cosmetic Error or
an Error which
does not degrade
Company’s use of
the product or
system.

During regular
business-hours
Itron will respond
to Company
regarding Service
Request within
three (3) business
days.

Itron GSS Management
Team will make
commercially
reasonable efforts
during normal business
hours to understand the
Service Request and
provide applicable
recommendations as to
when a Fix may be
schedule in a future
release, or how to
proceed with a formal
enhancement request to
Itron’s product and
delivery teams.

Restoration Target:

There is no restoration
target for Severity Level
4 Issues.

There is no resolution
target for Severity
Level 4 Issues.

Root Cause Analysis
(RCA): Not Available
* Severity Level 1 and Severity Level 2 must be reported by phone to ensure they are addressed under the appropriate severity level response process. Service Requests entered by email or Web access are generally addressed as a Severity Level 3.
** Service Request opened on non-production servers / environments are entered as a Severity Level 3. *** Issue must be repeatable before Resolution Target Time begins barring no software application bugs. [End]
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Master Sales Agreement – MSA V2024.09.004 Page 30 of 62 Itron Confidential

SOFTWARE ADDENDUM
1 Relationship to General Terms and Conditions
This Addendum is subject to the General Terms and Conditions and applicable Order Documents. If there is any inconsistency between the General Terms and Conditions and this Addendum, this Addendum shall control, but only to the extent of such inconsistency.
2 Additional Definitions
The following defined terms are in addition to those defined in the General Terms and Conditions:

Authorized Installations means installations of Itron Software only on one production environment and one test environment on Company premises.

Authorized User means an employee or contractor of Company who Company permits to access and use the Itron Software and/or Documentation pursuant to Company’s license hereunder.

Endpoints means (i) a physical device (e.g., a meter, encoder-receiver-transmitter module, or other measuring, monitoring or sensing device) capable of being used in connection with Itron Software, or (ii) a virtual device created in the Itron Software to simulate the existence of a physical device. An example of a virtual device that is an Endpoint would include a single electricity meter that serves ten (10) apartment units. If the consumption data from that electricity meter was divided between ten (10) units (e.g., on the basis of square footage) and used in the Itron Software as if that single electricity meter was actually ten (10) electricity meters, it would count as ten (10) Endpoints. Further, each account, whether active or inactive, that is associated with a single physical device counts as a separate Endpoint.

Itron Software means the machine readable (object code) version of computer programs listed on an Order Document to be licensed to Company under this Agreement that are developed by or on behalf of Itron.

License Term means the duration of the Itron Software license granted by Itron to Company under this Addendum; unless otherwise provided in an Order Document, the License Term for each Itron Software product is perpetual.

Software means Itron Software and Third-Party Software, including any updates provided to Company pursuant to this Agreement.

Software Warranty Period means a period of ninety (90) days from the date of delivery, unless another Software Warranty Period is expressly stated in the applicable Order Document.

Third-Party Software means the machine readable (object code) version of computer programs listed on an Order Document to be licensed to Company by a third-party and that are not developed by or on Itron’s behalf. 3 Ordering Software
Company shall order Software by issuing a Purchase Order to Itron in accordance with this Agreement. 4 Delivery and Invoicing
Itron will promptly deliver Software electronically, on tangible media, or by other means following Itron’s acceptance of the applicable Purchase Order. Risk of loss of any tangible media on which the Software is delivered will pass to Company on delivery to carrier. Itron will invoice Company for Fees due for Software upon the date of delivery. 5 Itron Software License
Subject to and conditioned on Company’s payment of all applicable Fees and compliance with this Agreement, Itron hereby grants to Company a non-exclusive, non-sublicensable, and non-transferable license during the License Term to use Authorized Installations of Itron Software and related Documentation for Company’s internal business purposes solely: (i) within the Territory; (ii) in connection with the number of Endpoints or other devices specified on the applicable Order Document; and (iii) in accordance with any other restrictions specified on the applicable Order Document. 6 Third-Party Software
All Third-Party Software and related documentation is separately licensed to Company by the applicable third-party, and Company’s rights and responsibilities with respect to such software or documentation shall be governed in accordance with the third-party licensor’s applicable software license. If Company chooses to order Third-Party Software, Company 00839060.0
Master Sales Agreement – MSA V2024.09.004 Page 31 of 62 Itron Confidential shall enter into or accept one or more separate third-party agreements as part of the ordering, fulfilment, installation and/or download processes for such Third-Party Software. 7 Documentation
Itron will make its Documentation available via download and provide Company with download instructions. 8 Itron Software License Restrictions
Company shall not use the Itron Software or Documentation for any purpose beyond the scope of the licensed granted in this Addendum. Without limiting the foregoing, Company will not at any time, directly or indirectly: (i) modify or create any derivative works from Itron Software, (ii) distribute the Itron Software, (iii) include or combine Itron Software with any software, equipment, or hardware other than as expressly authorized in writing by Itron, (iv) use Itron Software to provide services to third-parties, (v) reverse assemble, decompile, reverse engineer Itron Software or otherwise attempt to derive its source code except to the extent that such restriction is prohibited by applicable law, (vi) export Itron Software out of the Territory, (vii) use any Itron Software to create products or services that compete with any of Itron’s products or services, or (viii) copy Itron Software except to make one machine readable copy for disaster recovery or archival purposes. Company’s breach of these restrictions or use of Itron Software or Documentation other than as licensed hereunder shall constitute a material breach of this Agreement and shall result in revocation and immediate termination of all rights and licenses granted under this Agreement. Revocation does not preclude Itron from pursuing any legal and equitable remedies for Company’s breach of these restrictions. Company is responsible and liable for all uses of Itron Software and Documentation resulting from access provided by Company, directly or indirectly, whether such access or use is permitted or in violation of this Agreement. Without limiting the generality of the foregoing, Company is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Company will be deemed a breach of this Agreement by Company. Company shall take reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Itron Software, and shall cause Authorized Users to comply with such provisions.

If an Itron Software license is acquired under a United States government contract, Company acknowledges that such Itron Software (including updates thereto) and associated Documentation are "Commercial Computer Software" as defined in 48 C.F.R. 12.212 of the Federal Acquisition Regulations (FAR) and in 48 C.F.R. 227.7014(a)(i) of the Department of Defense Federal Acquisition Regulations Supplement (DFARS), and are provided with only the commercial rights and subject to the restrictions described in this Agreement. 9 Limited Itron Software Warranty
For the Software Warranty Period, Itron warrants solely to Company that the Itron Software will substantially conform in all material respects to the applicable Itron published specifications. As Company’s sole and exclusive remedy for any breach of this warranty, Itron will, at its option, during the applicable Software Warranty Period, repair or replace nonconforming Itron Software to substantially conform to the foregoing warranty, provided that Itron will have no obligation to repair or replace any non-conforming Itron Software if this Agreement or applicable Order Document has terminated or expired. The foregoing warranty does not apply to non-conformities in Itron Software due to: (i) modifications not made or approved by Itron in writing; (ii) Company’s or any third party’s negligence or intentional acts; (iii) misuse or abuse, including the failure to use or install Itron Software in accordance with the Documentation; (iv) incorrect data, or data entry or output, as applicable, by Company 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 Itron Software or Company’s systems through no fault of Itron. After the applicable Software Warranty Period, any Itron Software errors and any maintenance updates will be addressed under the Maintenance and Support Services Addendum.
10 Effect of Expiration or Termination for Cause
Upon termination of an Itron Software license for cause or expiration of a License Term, whichever occurs first, Company shall immediately discontinue use of the applicable Itron Software and related Documentation, and Company will destroy or return to Itron any and all copies. Upon Itron’s request, Company will confirm in writing that Company has destroyed or has returned Itron Software and related Documentation in compliance with this section. This requirement applies to copies in all forms, partial and complete, in all types of media and computer memory, and whether or not modified or merged into other files or materials. Termination of an Itron Software license for cause will not restrict Itron from pursuing any other remedies available to it, including injunctive relief, nor will it relieve Company of its obligation to pay all fees that accrued prior to such termination.
11 Third-Party Software Warranty
Itron is not the owner of Third-Party Software 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, 00839060.0
Master Sales Agreement – MSA V2024.09.004 Page 32 of 62 Itron Confidential performance or non-infringement of any Third-Party Software. Third-Party Software shall be subject to any warranties provided by the Third-Party Software provider. Itron will pass through to Company, or make commercially reasonable efforts to enforce on Company’s behalf, any warranties and remedies received from the Third-Party Software provider. 12 License Use Verification & Audit

12.1 License Use Verification
Company represents and warrants the Itron Software will be used by Company in compliance with the licenses granted in this Addendum. Promptly upon Itron’s written request, and no more than once annually, Company must furnish Itron with a letter signed by an officer of Company, verifying such compliance, and confirming the number, identification, type and location of Endpoints and other devices being managed by Company using Itron Software.

12.2 Audit
Itron has the right to audit Company records to verify the number of Endpoints and other devices being managed by Company using Itron Software and otherwise confirm Company's compliance with license restrictions and Fee obligations of this Agreement. Itron must provide Company with at least thirty (30) days prior written notice of the audit. The audit must be conducted during Company’s normal business hours at a mutually agreeable location. Itron’s right to conduct an audit under this Section is limited to one (1) time per year, unless Itron has reason to believe that Company is out of compliance with the license restrictions and Fee obligations of this Agreement. Itron has the right to use an independent auditor to conduct the audit. The audit shall be at Itron’s sole cost and expense, unless the audit identifies a deficiency in Fees or other amounts owed or reimbursable by Company during the audited period that is greater than five percent (5%) of the total amounts payable by Company – in which case Company must reimburse Itron for all reasonable costs of the audit. All amounts found to be owed by Company pursuant to an audit will be payable within thirty (30) days after receipt of invoice from Itron.
13 Survival
The following sections of this Addendum shall survive termination or expiration of this Agreement or any Order Document or Statement of Work: 1 (Relationship to General Terms and Conditions), 2 (Additional Definitions), 4 (Delivery and Invoicing), 5 (Itron Software License) except to the extent applicable license rights expire or are terminated in accordance with this Agreement, 6 (Third-Party Software), 8 (Itron Software License Restrictions), 9 (Limited Itron Software Warranty), 10 (Effect of Expiration or Termination for Cause), 11 (Third-Party Software Warranty), 12 (License Use Verification & Audit) and 13 (Survival).
[End]
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Master Sales Agreement – MSA V2024.09.004 Page 33 of 62 Itron Confidential Software-AS-A-Service ADDENDUM
General SaaS Terms and Conditions
1 Relationship to General Terms and Conditions
This Addendum consists of the SaaS General Terms and Conditions below, which generally apply to all Service Offerings, and the attached Special Terms and Conditions, which apply to specific Service Offerings, and is governed by the Agreement General Terms and Conditions and applicable Order Documents. If there is any inconsistency among the Special Terms and Conditions, the SaaS General Terms and Conditions, and the Agreement General Terms and Conditions, these documents shall be given precedence in the following order: (a) the Special Terms and Conditions, (b) the SaaS General Terms and Conditions, and (c) the Agreement General Terms and Conditions. 2 Additional 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.

Available means the percentage of time during a month when the applicable Service Offering is accessible to the Company, excluding any Planned Maintenance or agreed-upon Downtime. Availability is calculated as follows:

Availability % = ( Total minutes in the
month - Total Downtime minutes in the month ) x 100
Total minutes in the month
Downtime means the time during which the applicable Service Offering is not Available due to unplanned outages or issues.

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.

Hybrid SaaS means Company has purchased an object code license to Software pursuant to the terms of the Software Addendum and a Service Offering for such Software.

Maintenance Services means services provided under the Maintenance and Support Services Addendum.

Minimum SaaS Subscription Term means the minimum number of SaaS Billing Cycles during which Company 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.

Planned Maintenance means pre-arranged and communicated periods where the applicable Service Offering may be offline for updates or maintenance.

Recovery Point Objective or RPO means the maximum tolerable time period during 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 Company following declaration of a disaster event.

SaaS means software-as-a-service whereby Itron or its designated provider hosts and provides Company with access to Software on Servers via the internet.

SaaS Billing Cycle means a period of one year beginning on the Service Offering Commencement Date for the initial Service Offering or any anniversary thereof. For clarity, there is only one SaaS Billing Cycle for all Service Offerings, unless otherwise provided in the applicable Special Terms and Conditions. 00839060.0
Master Sales Agreement – MSA V2024.09.004 Page 34 of 62 Itron Confidential SaaS General Terms and Conditions means the terms and conditions set forth in the main body of this Addendum.

Servers means the physical or virtual servers owned by Itron or its designated provider on which Software will be installed, operated, and maintained.

Service Offering means SaaS, including Hybrid SaaS, plus any services that are additional or supplemental, 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 Company has been provided valid access credentials for such Service Offering.

Software means the software identified on the applicable Order Document or Pricing Summary for which Company 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. Subscription Fees include applicable Maintenance Services fees for SaaS. Subscription Fees do not include any applicable license or Maintenance Services fees for Hybrid SaaS.

Subscription Term means the subscription term purchased by Company for each Service Offering, which begins upon the applicable Service Offering Commencement Date. 3 Access Rights

3.1 Access Rights
Itron will provide SaaS for the Itron Software identified in the table in this Section 3.1 for which Company has purchased a Service Offering. Subject to Company’s compliance with the Agreement (including payment of all applicable Fees), Itron hereby grants to Company, for the Subscription Term(s) purchased, a non-exclusive, non-transferable, nonassignable, limited right to access and use the Service Offerings, with respect to Endpoints owned or otherwise controlled by Company, for its internal business purposes in the Territory (as defined in the General Terms and Conditions of the Agreement). Company will use the Service Offerings only in accordance with Itron user guides, the Agreement (including, this Addendum, the General Terms and Conditions, and applicable Order Documents), and laws and government regulations. Company shall make every reasonable effort to prevent unauthorized third parties from accessing the Service Offerings.

Itron Software Eligible for SaaS
ACE VISION IntelliSOURCE Express
ChoiceConnect Fixed Network Itron Enterprise Edition
CityEdge Platform Itron Enterprise Edition Service Mode Distributed Intelligence (GenX system) Itron Mobile
Distributed Intelligence (Riva system) Itron Security Manager EMMSYS Load Research System
Everblu FN (Fixed Network) MetrixDx
FDM Tools MetrixIDR
FDM Workorders MV-90 xi
Field Tools Advanced MV-PBS
Field Tools Basic MV-WEB
Gas and Water Analytics Operations Optimizer
Gridscape Temetra
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Master Sales Agreement – MSA V2024.09.004 Page 35 of 62 Itron Confidential Itron Software Eligible for SaaS
HAN Communications Manager UIQ: Advanced Metering Manager, Meter Program Configurator, Control Platform, Outage Detection
and SensorIQ

3.2 Restrictions on Use
Company must not, and must ensure that users do 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 Company; (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; (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) 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, 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; (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; or (o) use robots, bots, spiders, or other automated means to access or use any Service Offering.

3.3 User IDs and Passwords
Itron shall provide Company with user identifications and passwords (“User IDs”) to access the Service Offerings.

Company shall be solely responsible for all use of Company’s subscriptions and accounts. Company shall maintain the confidentiality of all User IDs assigned to Company. User IDs may not be shared or used by more than one user (unless such license is reassigned in its entirety to another authorized user).

3.4 Content Restrictions
Company may not use a Service Offering or Server to host, distribute or process any content that: (a) Company knows or has reason to believe infringes the Intellectual Property 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 a Server without prior notice to Company.

Company 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 the Company’s breach of this section.

3.5 Breach of Restrictions
Company’s breach of the restrictions set forth in Section 3.2 (“Restrictions on Use”) or Section 3.4 (“Content Restrictions”) shall constitute a material breach of the Agreement and will give Itron the right to revoke and immediately suspend or terminate, as determined by Itron in its sole discretion, 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 Company’s breach of these restrictions.
4 Fees and Invoicing

4.1 Subscription Fees
Company shall pay Subscription Fees in advance of each SaaS Billing Cycle in which it will receive a Service Offering.

4.2 Invoicing
Unless otherwise provided in the applicable Statement of Work, Itron will invoice Company for each One-Time Setup Fee upon the applicable Service Offering Commencement Date. Initial Subscription Fees for each Service Offering will be prorated based on when the applicable Service Offering Commencement Date occurs relative to the then-current SaaS Billing Cycle. Itron will invoice Company for each subsequent SaaS Billing Cycle prior to, or upon, commencement 00839060.0
Master Sales Agreement – MSA V2024.09.004 Page 36 of 62 Itron Confidential of such SaaS Billing Cycle. Maintenance Services fees and license fees relating to Hybrid SaaS are not included in this Addendum or the Subscription Fees and will be invoiced in accordance with the Maintenance and Support Services Addendum and Software Addendum, as applicable. Itron may adjust Subscription Fees at any time if Company’s use of a Service Offering exceeds the applicable tier set forth in the respective Order Document or Pricing Summary. 5 Renewal, Discontinuance, Suspension, End of Support.

5.1 Renewal Notice
Unless a Party discontinues a Service Offering in accordance with this Section 5, Itron will provide Company a renewal notice for each Service Offering at least one hundred twenty (120) days prior to the commencement of each SaaS Billing Cycle.

5.2 Discontinuance
Company may discontinue a Service Offering by providing Itron with written notice of non-renewal no less than ninety (90) days prior to the commencement of a SaaS Billing Cycle. If Company discontinues a Service Offering prior to expiration of the Minimum SaaS Subscription Term for that Service Offering, Itron will invoice Company, and Company will pay, for any unpaid Subscription Fees for the respective Service Offering through the end of the applicable Minimum SaaS Subscription Term.

Itron may discontinue a Service Offering following the applicable Minimum SaaS Subscription Term by providing Company with no less than one hundred and eighty (180) days’ written notice of the applicable discontinuance date. If the applicable discontinuance date will occur with a subsequent SaaS Billing Cycle, Subscription Fees for the discontinued Service Offering will be prorated based on when the discontinuance date occurs relative to the SaaS Billing Cycle.

5.3 Suspension or Restriction of Service
Itron may suspend or restrict all or part of the Service Offerings at any time to the extent necessary to protect the security and integrity of the Software, Servers, platforms, and systems, or for a breach of Section 3.2 (“Restrictions on Use”) or Section 3.4 (“Content Restrictions”) until such breach is cured. 6 Monthly Application Availability Service Level

6.1 Availability Service Level
Provided Company has paid all applicable Fees (including all Subscription Fees and, in the case of Hybrid SaaS, all maintenance and license fees), Itron will use reasonable endeavors to ensure each Service Offering in a production environment will be Available at least 99.9% of the time, measured and reported monthly, beginning in the first full calendar month following the respective Service Offering Commencement Date (“Availability Service Level”). The Availability Service Level will be measured and calculated separately for each Service Offering. Itron records and data will be the sole basis to determine whether a Service Offering is Available for the Availability Service Level measurements and calculations.

6.2 Availability Service Level Credits
Subject to the service level exclusions in Section 7.1 (“Service Level Exclusions”) of these SaaS General Terms and Conditions, Company will be entitled to the following credits as its sole and exclusive remedy for Itron’s failure to meet the Availability Service Level:

SaaS Application Availability
(production environments only)
Monthly Availability
Credit
(% of monthly Subscription Fee for
applicable Service Offering)
≥99.5% and <99.9% 2%
≥99.0% and <99.5% 4%
≥97.5% and <99.0% 10%
≥95.0% and <97.5% 12.5%
<95.0% 20%

6.3 Planned Maintenance
Planned Maintenance, whenever reasonably practicable, will be performed during off-business hours between 6:00 p.m. to 12:00 a.m. Company’s local time, with as little disruption to Company’s use of the Service Offerings as possible.

Planned Maintenance will be facilitated through Itron change control which would include a project plan, date and time of maintenance window, and customer approval. Unplanned maintenance, whenever reasonably practicable, shall also be performed during off-business hours between 6:00 p.m. and 12:00 a.m., Company’s local time. Itron will provide 00839060.0
Master Sales Agreement – MSA V2024.09.004 Page 37 of 62 Itron Confidential Company with notice of unplanned maintenance as soon as reasonably practical. Itron will minimize Service Offering disruptions to the extent reasonably practical.
7 Service Level Exclusions; Disclaimers

7.1 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, and the Company is not entitled to credits, to the extent such failure is attributable to any one or more of the following: (a) planned maintenance or scheduled upgrades; (b) an event triggering a disaster recovery (if available for the product offering and purchased by Company) 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 5 (“Renewal, Discontinuance, Suspension; End of Support”) of this Addendum; and (d) conditions beyond Itron’s reasonable control, including but not limited to (i) unavailability of Company or third party wireless services 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 Company or third parties, 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) Company’s delay in performing maintenance or other tasks designated as its responsibility in the Agreement.

7.2 Third-Party Content Disclaimer
Itron does not maintain third-party Software or third-party Service Offerings that Company 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 solely to any service levels or warranties provided by the third-party provider. Itron will pass through to Company or make commercially reasonable efforts to enforce on Company’s behalf, any service levels, warranties and remedies received from such third-party provider.

7.3 Use of SaaS with Third-Party Devices
Company 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. 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. Company shall contact the supplier of such device for support.
8 Sizing of Software-as-a-Service
Any sizing criteria changes, including without limitation the 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, may result in a change in Subscription Fees. Any such change in Subscription Fees will be provided by Itron in a service pricing or quote to Company and invoiced by Itron in the subsequent invoice. 9 Incident Management
Itron will provide Company 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. 10 Company Technical Responsibilities
Company 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 Company’s sole expense. For the avoidance of doubt, unless otherwise specified in an Order Document or, Statement of Work, or any Special Terms and Conditions attached hereto, Company is responsible for providing WAN connectivity. 11 Business Continuity
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 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 00839060.0
Master Sales Agreement – MSA V2024.09.004 Page 38 of 62 Itron Confidential are for operational purposes only and are not a disaster recovery solution or a solution to be used by the Company 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 change that has been approved via the Itron Global Managed Services Change Control Board. The system can be recovered from the backup in the event of a failure.

Business continuity is designed to provide recovery for component failures within a data center, this does not provide coverage for the loss or connectivity to a data center. If a more robust mitigation solution is required by Company, geodiverse disaster recovery options can be discussed and priced as a more fault tolerant solution.

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. 12 Disaster Recovery
Disaster Recovery (“DR”) is an optional fee-based service that is offered by Itron for some product offerings. If offered by Itron for Company's product offering, Company may purchase DR for an additional fee. Upon Company’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. At Company’s request, Itron will test the DR capabilities once per calendar year on Company’s production environments and provide the results of each such test to the Company, subject to agreement on applicable Fees and Statement of Work.

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 Company 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 Company’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. 13 Roles and Responsibilities
The table below lists the respective responsibilities of Company and Itron to ensure reliable operation of the Softwareas-a-Service.

P=Primary responsibility
S=Support responsibility
Description of service or deliverable Itron Company
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 Company employee termination for those with access to the SaaS. 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 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
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Master Sales Agreement – MSA V2024.09.004 Page 39 of 62 Itron Confidential Description of service or deliverable Itron Company
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. 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 [END]
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Master Sales Agreement – MSA V2024.09.004 Page 40 of 62 Itron Confidential Attachment A

SPECIAL TERMS AND CONDITIONS
Managed Services
The Special Terms and Conditions contained within this Attachment apply to Itron’s Managed Services Service Offering:
1 Managed Services – Descriptive Overview

1.1 When Company 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 Company’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 Company 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 Company. If the exception cannot be resolved remotely, or it is determined to impact an individual or small number of Endpoints, Itron will notify Company that Company must perform in-field investigation.

1.2 Managed Services are only available for Itron Software identified in the table set forth in this Section for which Company has purchased such Managed Services and paid all applicable Fees.

Itron Software Eligible to Receive Managed Services
IntelliSOURCE Express
CityEdge Platform
UIQ: Advanced Metering Manager, Meter Program Configurator, Control Platform, Outage Detection and SensorIQ

1.3 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 means an Endpoint which meets the following criteria: (a) the Endpoint, if installed by Company, has been properly installed, (b) Company 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 Company, 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.

Endpoint has the meaning set forth in the SaaS General 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.
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Master Sales Agreement – MSA V2024.09.004 Page 41 of 62 Itron Confidential 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. 2 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 Company to ensure effective delivery of Managed Services. The table below lists the respective responsibilities of Company and Itron for such daily activities. Itron’s obligation to provide Managed Services are expressly contingent upon Company’s full performance of all responsibilities assigned to Company.

P=Primary responsibility
S=Support responsibility
Description of Service or Deliverable Itron Company
Create, monitor, and manage interrogation schedules. P
Ensure any input files are received and processed and output files are delivered to Company by posting to a SFTP folder, or equivalent, where it can be retrieved by Company 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 Company as needed.

P S
Perform scheduling of Endpoint interrogations including file delivery and delivery of Data Collection Platform standard reports. P 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
3 Managed Services - Environmental Management Roles & Responsibilities In addition to the daily operational tasks, Company 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 Company and Itron for such activities. Itron’s obligation to provide Managed Services are expressly contingent upon Company’s full performance of all responsibilities assigned to Company.

P=Primary responsibility
S=Support responsibility
Description of Service or Deliverable Itron Company
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 Company employee termination for those with access to the managed system. P 00839060.0
Master Sales Agreement – MSA V2024.09.004 Page 42 of 62 Itron Confidential Description of Service or Deliverable Itron Company
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
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 Company’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
4 Service Levels - Managed Services
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Master Sales Agreement – MSA V2024.09.004 Page 43 of 62 Itron Confidential The following service levels are only available for Itron Software identified in the tables set forth below for which Company has purchased Managed Services and paid all applicable Fees.

4.1 Data and On-Demand Read Service Level

4.1.1 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 4.1 apply to the Itron Software identified in the following table for which Company 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
CityEdge Platform

4.1.2 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. (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 and one half 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 7.1 (“Service Level Exclusions”) of the SaaS General Terms and Conditions, Company 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%

4.1.3 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) ondemand remote connect and (c) on-demand remote disconnect requests made by Company 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 00839060.0
Master Sales Agreement – MSA V2024.09.004 Page 44 of 62 Itron Confidential (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 7.1 (“Service Level Exclusions”) of the SaaS General 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, Company will be entitled to the following credits as its sole and exclusive remedy for Itron’s failure to meet the foregoing OnDemand Read Service Level:

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]
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Master Sales Agreement – MSA V2024.09.004 Page 45 of 62 Itron Confidential 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 Company 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 Company (each a “Mobile Device”) strictly in accordance with the Documentation.
(b) License Restrictions. Company 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 Company 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, Company agrees to (a) first notify Itron of Company’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 Company 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 Company (the "Warranty Period"), Itron warrants solely to Company that the Mobile Device Software will substantially conform in all material respects to the applicable Itron published specifications. As Company’s sole and exclusive remedy for any breach of this warranty, Itron will, at its option, during the Warranty Period, 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) Company’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 Company 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 Company’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 Company’s Mobile Device settings, when Company’s Mobile Device is connected to the internet either: (a) the Mobile Device Software will automatically download and install all available Updates; or (b) Company may receive notice of or be prompted to download and install available Updates. Company 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 Company fail to do so. Company 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
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Master Sales Agreement – MSA V2024.09.004 Page 46 of 62 Itron Confidential Mobile Device Software is designed to work in connection with Mobile Devices that meet Itron minimum requirements. Itron will provide the minimum specifications to Company. Itron is not required to make Mobile Device Software work with any other mobile devices.
3 Internet Connectivity; Disclaimer of Liability
Mobile Device Software requires internet connectivity, which Company is solely responsible for obtaining and maintaining. 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.

As it applies to these Special Terms and Conditions, the following shall replace Section 11 (“Business Continuity”) and Section 12 (“Disaster Recovery”) of the SaaS General 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. 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.
5 Recovery of Company Data at the End of the Agreement or SaaS Service.

Upon Company’s request at expiration or termination of the Service Offering, Itron will maintain Company's access to the system for a maximum period of three (3) months from the date of expiration or termination, for the sole purpose of enabling Company to retrieve the following Company data: access account information, meter details, history of index reading data and photographs. Company may, at no additional cost, export said system data in the standard file format used by the SaaS Service Offering, or the format already supported by the SaaS Service Offering. At the end of this three (3) month period, the Company data will be permanently deleted and will no longer be recoverable. [END]
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Master Sales Agreement – MSA V2024.09.004 Page 47 of 62 Itron Confidential 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 Company may be required to update or upgrade its licensed FCS Software from time to time in order to ensure full functionality of Itron Mobile. Company’s subscription and right to use Itron Mobile will terminate if Company’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 Company. Itron is not required to make Itron Mobile work with any other mobile devices.
3 Company’s Obligation to Protect Company Information on Mobile Devices Company must take steps to protect Company information stored on mobile devices. User identification codes, passwords, and any information provided to Company as part of Itron’s security procedures must be treated by Company as confidential and must not be disclosed in violation of the Agreement. Company 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 Company or its employees and contractors have failed to comply with any of the provisions of this Agreement.
4 Internet Connectivity; Disclaimer of Liability
Itron Mobile requires internet connectivity, which Company is solely responsible for obtaining and maintaining. 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]
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Master Sales Agreement – MSA V2024.09.004 Page 48 of 62 Itron Confidential 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 Company. Itron is not required to make Field Tools Advanced work with any other mobile devices.
2 Company’s Obligation to Protect Company Information on Mobile Devices Company must take steps to protect Company information stored on mobile devices. User identification codes, passwords, and any information provided to Company as part of Itron’s security procedures must be treated by Company as confidential and must not be disclosed in violation of the Agreement. Company 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 Company or its employees and contractors have failed to comply with any of the provisions of this Agreement.
3 Internet Connectivity; Disclaimer of Liability
Field Tools Advanced requires internet connectivity, which Company is solely responsible for obtaining and maintaining.

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]
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Master Sales Agreement – MSA V2024.09.004 Page 49 of 62 Itron Confidential 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 and Passwords
As it applies to these Special Terms and Conditions, the following shall replace Section 3.3 (“User IDs and Passwords”) of the SaaS General Terms and Conditions in its entirety:

Itron shall provide Company with an integration with Azure Active Directory for managing their user identifications and passwords (“User IDs”) to access Itron’s Operations Optimizer. Company shall be solely responsible for all use of Company’s subscriptions and accounts. Company shall maintain the confidentiality of all User IDs assigned to Company. User IDs may not be shared or used by more than one user. 2 Roles and Responsibilities
As it applies to these Special Terms and Conditions, the table in Section 14 (“Roles and Responsibilities”) of the SaaS General Terms and Conditions shall be replaced in its entirety with the following:

Description of service or deliverable Itron Company
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 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]
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Master Sales Agreement – MSA V2024.09.004 Page 50 of 62 Itron Confidential Special Terms and Conditions
AMI Essentials (Water and Gas)
The Special Terms and Conditions below apply only to Itron’s AMI Essentials (Water and Gas) Service Offering:
1 Mobile Device Software
(a) License Grant. Subject to the terms of this Agreement, Itron grants Company 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 Company (each a “Mobile Device”) strictly in accordance with this Agreement and the Documentation.
(b) License Restrictions. Company 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 Company 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, Company agrees to (a) first notify Itron of Company’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 Company 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 Company (the "Warranty Period"), Itron warrants solely to Company that the Mobile Device Software will substantially conform in all material respects to the applicable Itron published specifications. As Company’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(d), 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 this 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) Company’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 Company 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 Company’s systems through no fault of Itron. After the Warranty Period, any Mobile Device Software errors will be addressed under Maintenance Services. (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 Company’s Mobile Device settings, when Company’s Mobile Device is connected to the internet either: (a) the Mobile Device Software will automatically download and install all available Updates; or (b) Company may receive notice of or be prompted to download and install available Updates. Company 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 Company fail to do so. Company 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 Company. Itron is not required to make Mobile Device Software work with any Devices that do not meet Itron minimum requirements. 00839060.0
Master Sales Agreement – MSA V2024.09.004 Page 51 of 62 Itron Confidential 3 Internet Connectivity; Disclaimer of Liability
Mobile Device Software requires Internet connectivity, which Company is solely responsible for obtaining and maintaining. 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
As it applies to these Special Terms and Conditions, the following shall replace Section 12 (“Business Continuity”) and Section 13 (“Disaster Recovery”) of the SaaS General Terms and Conditions in its entirety:

Itron uses streaming replication to keep a hot failover database always available, with automatic switchover in the event of failure. Application data is automatically backed up every night. 5 Recovery of System Data
Prior to the end of the Subscription Term, or earlier termination of this Agreement or applicable Order Document, (the “Recovery Request Deadline”) Company may request to Itron in writing to recover system data relating to this Service Offering (“Recovery Request”). Provided that Itron has received the Recovery Request from Company prior to the Recovery Request Deadline, Itron will maintain Company's access to this Service Offering for a period of three (3) months from Recovery Request Deadline (the “Recovery Period”), for the sole purpose of enabling Company to retrieve the following system data: access account information, meter details, history of index reading data and photographs.

Company may, at no additional cost, export said system data in the standard file format used by this Service Offering, or the format already supported by this Service Offering. At the end of the Recovery Period, the system data will be permanently deleted and will no longer be recoverable. Notwithstanding the foregoing, if Company fails to pay undisputed amounts due, Itron will have no obligation to maintain system data or Company’s access to this Service Offering following the Recovery Request Deadline. Itron may restore system data (if recoverable) and reinstate Company’s access to this Service Offering upon payment of Itron’s then current reinstatement fee. 6 Connectivity
Data transmission between an End Point and the Head End System (“Connectivity”) is provided by a third-party carrier network. In the event of a disruption in Connectivity, Itron will use commercially reasonable efforts to assist the network carrier to resolve the disruption.
7 AMI Essentials Use Restrictions

7.1 Limitations
The following restrictions on Company’s use of AMI Essentials (Water & Gas) are in addition to those set forth in Section

3.2 (“Restrictions on Use”) of the SaaS General Terms and Conditions:

7.1.1 Conventional AMI Use Cases
Unless otherwise approved in writing by Itron in accordance with Section 7.1.2 below, Company will use AMI Essentials (Water & Gas) only for the following conventional AMI use cases: (a) up to four reads per day of the following available read types: no more than twice daily retrieval of interval data, daily reading of meter registers, on-demand reads, meter pings, and (b) up to five Firmware upgrades for the life of the Endpoint. Usage beyond conventional use cases could result in premature battery failure.

7.1.2 New Use Cases
If Company requests additional use cases, Itron or its designee will review any request for new use cases, study the impact on network capacity and functionality and render a decision within 90 days of the request. Itron reserves the right to charge additional fees for any new use cases.
8 Service Levels
The read rate service level commitments outlined below are contingent upon Company’s purchase of (and ongoing right to receive) AMI Essentials (Water & Gas) in accordance with this Agreement. The service level commitments do not apply to pilot deployments of AMI Essentials (Water & Gas).

8.1 Service Level Definitions
Available Endpoint means an Endpoint that meets the following criteria: (a) the Endpoint has been properly installed according to Itron installation instructions; (b) Company 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; (d) adequate cellular coverage signal quality is measured, as defined by applicable product specifications; (e) cellular coverage is not affected by temporary or permanent obstructions or other conditions 00839060.0
Master Sales Agreement – MSA V2024.09.004 Page 52 of 62 Itron Confidential outside of Itron’s control; (f) Company operates and maintains the Endpoint according to Itron’s published policies and procedures; (g) the solution has been optimized as part of the deployment process, including read times to support optimal performance and avoid network congestion; (h) there are no wireless carrier interruptions or gaps in cellular coverage. An Endpoint will not be considered an Available Endpoint under any of these conditions: (a) if an exception is detected by Itron or reported by Company, but the exception cannot be resolved remotely, or (b) the Endpoint is under field investigation.

Billing 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.

8.2 Service Level Commitment
Provided Company has paid all SaaS Subscription Fees, the average monthly 3-Day Billing Read Rate of Available Endpoints during the Subscription Term of this Service Offering will meet or exceed 98.5%. Itron records and data will be the sole basis for all Billing Read Rate measurements and calculations. 9 Fees and Invoicing
The One-Time Setup Fee and Subscription Fees for the AMI Essentials (Water & Gas) Service Offering will be invoiced and paid in accordance with Section 4 (“Fees and Invoicing”) of the SaaS General Terms and Conditions, provided that:
(a) during deployment of the quantity of Endpoints specified in the applicable Subscription Fees (the “Deployment Period”) and until the first anniversary of the Service Offering Commencement Date following the Deployment Period, the SaaS Billing Cycle and each Subscription Term will be consecutive periods of three calendar months commencing at the end of the calendar month in which the Service Offering Commencement Date occurs, (b) Itron will invoice Company for Subscription Fees for each Subscription Term in advance upon the commencement of each SaaS Billing Cycle, and (c) Itron will not be required to provide Company with a renewal notice. 10 AMI Essentials (Water & Gas) - 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 Company to ensure effective delivery of AMI Essentials (Water & Gas). The table below lists the respective responsibilities of Company and Itron for such daily activities. Itron’s obligation to provide AMI Essentials (Water & Gas) are expressly contingent upon Company’s full performance of all responsibilities assigned to Company.

P=Primary responsibility
S=Support responsibility
Description of Service or Deliverable Itron Company
Create, monitor, and manage interrogation schedules. P
Ensure any input files are received and processed and output files are delivered to Company by posting to a SFTP folder, or equivalent, where it can be retrieved by Company 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 noncommunicating Endpoints affected by a common network issue and coordinate field order with Company as needed.

P S
Perform scheduling of Endpoint interrogations including file delivery and delivery of Data Collection Platform standard reports. P 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
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Master Sales Agreement – MSA V2024.09.004 Page 53 of 62 Itron Confidential Description of Service or Deliverable Itron Company
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
11 AMI Essentials (Water & Gas) – Environmental Management Roles & Responsibilities In addition to the daily operational tasks, Company and Itron each have responsibilities for monitoring and managing the operating environment of the AMI Essentials (Water & Gas) platform and applications. The table below lists the respective responsibilities of Company and Itron for such activities. Itron’s obligation to provide AMI Essentials (Water & Gas) are expressly contingent upon Company’s full performance of all responsibilities assigned to Company.

P=Primary responsibility
S=Support responsibility
Description of Service or Deliverable Itron Company
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 Company 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
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 Company’s technical operations department to handle Endpoint and Network field exceptions. P
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Master Sales Agreement – MSA V2024.09.004 Page 54 of 62 Itron Confidential Description of Service or Deliverable Itron Company
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
[END]
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Master Sales Agreement – MSA V2024.09.004 Page 55 of 62 Itron Confidential Special Terms and Conditions
AMI Essentials (Electric)
The Special Terms and Conditions below apply only to Itron’s AMI Essentials (Electric) Service Offering:
1 AMI Essentials Electric – Descriptive Overview
When Company subscribes to AMI Essentials Electric, as part of the overall Service Offering Itron will provide SaaS for the applicable Software and procure wireless connectivity for Available Endpoints on Company’s behalf subject to terms and conditions between Itron and the applicable third-party carrier. AMI Essentials Electric is only available for UIQ:

Advanced Metering Manager, Meter Program Configurator, and Control Platform Software, provided that Company has paid all applicable Fees.

1.1 AMI Essentials Electric – Definitions
The following defined terms are applicable to these Special Terms and Conditions for AMI Essentials (Electric):

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 means an Endpoint which meets the following criteria: (a) the Endpoint has been properly installed; (b) Company has provided all necessary and correct information for the Endpoint to be properly Provisioned and Optimized in Itron’s UIQ System; (c) the Endpoint is communicating with Itron’s UIQ System and a register read has been received from the Endpoint for three (3) consecutive days; (d) adequate cellular coverage signal quality is measured, as defined by applicable product specifications; (e) cellular coverage is not affected by temporary or permanent obstructions or other conditions outside of Itron’s control; (f) Company operates and maintains the Endpoint according to Itron’s published policies and procedures; (g) the solution has been optimized as part of the deployment process, including read times to support optimal performance and avoid network congestion; (h) there are no gaps in cellular coverage or wireless carrier interruptions. An Endpoint will not be considered an Available Endpoint under any of these conditions; or (a) if an exception is detected by Itron or reported by Company, but the exception cannot be resolved remotely, (b) the Endpoint is under field investigation, or (c) wireless carrier outages.

Endpoint has the meaning set forth in the SaaS General Terms and Conditions.

Equipment has the meaning set forth in the Equipment Addendum.

Optimization means the optional 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 this Agreement. If purchased by Company and all applicable fees have been paid, Optimization will 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, with respect to an Endpoint, means the Endpoint is located in an area of the neighborhood area network (NAN) and in any of the following operational states within the UIQ System: "active," "inactive," or "disconnected,", and not: (i) in a “new,” "discovered," "installed," "initializing," "unreachable" or "init failed" state; or (ii) 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. 2 Service Levels - AMI Essentials (Electric)
The service levels outlined below are available only if Company has paid all applicable fees.

2.1 Monthly File Delivery Service Level

2.1.1 Service Level Trigger
The Service Level Trigger for the Monthly File Delivery Service Level occurs upon the Service Offering Commencement Date.
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2.1.2 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 Company in agreedupon 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.

2.2 Read Rate Service Levels
Read Rate service levels are only available if Company has purchased AMI Essentials Electric, Optimization Services, and Device Monitoring Services, and paid all applicable fees.

2.2.1 Service Level Trigger
The Service Level Trigger for the Read Rate Service Level occurs the Service Offering Commencement Date.

2.2.2 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.

2.3 Read and Demand Service Level
Read and Demand service levels are only if Company has purchased AMI Essentials Electric, Optimization Services, and Device Monitoring Services, and paid all applicable fees.

2.3.1 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. (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 ninetynine and a half 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”).

2.3.2 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) ondemand remote connect and (c) on-demand remote disconnect requests made by Company for Provisioned and Optimized Endpoints which are actively communicating (“On-Demand Read Service Level”). An ondemand 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. 3 Fees and Invoicing
The One-Time Setup Fee and Subscription Fees for the AMI Essentials (Electric) Service Offering will be invoiced and paid in accordance with Section 4 (“Fees and Invoicing”) of the SaaS General Terms and Conditions, provided that: (a) during deployment of the quantity of Endpoints specified in the applicable Subscription Fees (the “Deployment Period”) 00839060.0
Master Sales Agreement – MSA V2024.09.004 Page 57 of 62 Itron Confidential and until the first anniversary of the Service Offering Commencement Date following the Deployment Period, the SaaS Billing Cycle and each Subscription Term will be consecutive periods of three calendar months commencing at the end of the calendar month in which the Service Offering Commencement Date occurs, (b) Itron will invoice Company for Subscription Fees for each Subscription Term in advance upon the commencement of each SaaS Billing Cycle, and (c) Itron will not be required to provide Company with a renewal notice. 4 AMI Essentials Electric - 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 Company to ensure effective delivery of AMI Essentials (Electric).

The table below lists the respective responsibilities of Company and Itron for such daily activities. Itron’s obligation to provide AMI Essentials (Electric) is expressly contingent upon Company’s full performance of all responsibilities assigned to Company.

P=Primary responsibility
S=Support responsibility
Description of Service or Deliverable Itron Company
Create, monitor, and manage interrogation schedules. P
Ensure any input files are received and processed and output files are delivered to Company by posting to a SFTP folder, or equivalent, where it can be retrieved by Company 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 Company as needed.

P S
Perform scheduling of Endpoint interrogations including file delivery and delivery of Data Collection Platform standard reports. P 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
5 AMI Essentials Electric – Environmental Management Roles & Responsibilities In addition to the daily operational tasks, Company and Itron each have responsibilities for monitoring and managing the operating environment of the AMI Essentials (Electric) platform and applications. The table below lists the respective responsibilities of Company and Itron for such activities. Itron’s obligation to provide AMI Essentials (Electric) is expressly contingent upon Company’s full performance of all responsibilities assigned to Company.

P=Primary responsibility
S=Support responsibility
Description of Service or Deliverable Itron Company
Submit user access requests for new users and deletion notifications for users no longer involved with the managed system. P
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Provide immediate notification in the event of a Company 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
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 Company’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
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Develop, maintain and utilize system operations clock, standard operations procedures, and daily checklists for Itron operators and administrators.

P
[END]
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Master Sales Agreement – MSA V2024.09.004 Page 60 of 62 Itron Confidential Special Terms and Conditions
OpenWay Collection Engine (OW-CE), OpenWay Collection Manager (OW-CM), Itron Enterprise Edition and MV-90xi
The following Special Terms and Conditions contained within this attachment apply to Itron’s SaaS Service Offering for – OpenWay Collection Engine (OW-CE) and OpenWay Collection Manager (OW-CM):
1 Definitions
The following defined terms are applicable to these Special Terms and Conditions:

Available Endpoint means an Endpoint which meets the following criteria: (a) the Endpoint, if installed by Company, has been properly installed, (b) Company 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 Company, but the exception cannot be resolved remotely, (b) the Endpoint if it is under field investigation, or (c) cellular carrier outages. 2 Service Levels

2.1 Read Rate Service Levels

2.1.1 Service Level Applicability
The Read Rate Service Level set forth in this Section 2.1 applies to the Itron Software identified in the following table for which Company has purchased and paid all applicable Fees:

Itron Software Eligible to Receive Read Rate Service Level OpenWay Collection Engine (CE)
OpenWay Collection Manager (CM)

2.1.2 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.

2.1.3 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.

2.1.4 Service Level Credits
Subject to the service level exclusions set forth in Section 7.1 (“Service Level Exclusions”) of the General SaaS Terms and Conditions, Company 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% 30%

2.2 Monthly File Delivery Service Level
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2.2.1 Service Level Applicability
The Monthly File Delivery Service Level for Available Endpoints set forth in this Section 2.2 apply to the Itron Software identified in the following table for which Company has purchased Managed Services and paid all applicable Fees:

Itron Software Eligible to Monthly File Delivery Service Level OpenWay Collection Engine (CE) Itron Enterprise Edition OpenWay Collection Manager (CM) MV-90 xi

2.2.2 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.

2.2.3 Service Level
“File Delivery” for the purposes of this Section 2.2, 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 Company in agreedupon 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.

2.2.4 Service Level Credits
Subject to the service level exclusions set forth in Section 7.1 (“Service Level Exclusions”) of the General SaaS Terms and Conditions, Company 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% 30%
[END]
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Master Sales Agreement – MSA V2024.09.004 Page 62 of 62 Itron Confidential Attachment A
Pricing Summary
[End]
Attachment A
City of Vernon, California
4305 S Santa Fe Ave.

Vernon, CA 90058
Maintenance Proposal Pricing: City of Vernon
Date of Quote: 5/6/2026
Price 7/1/2026 - 6/30/2027 7/1/2027 - 6/30/2028 7/1/2028 - 6/30/2029 7/1/2029 - 6/30/2030 7/1/2030 - 6/30/2031 SC# Qty Component Name Start End
Number of Yr1
Months
Annual
Fee/Unit Year 1 Year 2 Year 3 Year 4 Year 5
SC00004340 10 REPEATER 100 7/1/2026 6/30/2031 12 $ 107.92 $ 1,079.19 $ 1,133.15 $ 1,189.81 $ 1,249.30 $ 1,311.76 SC00004340 4 CCU 100 7/1/2026 6/30/2031 12 $ 179.87 $ 719.46 $ 755.43 $ 793.20 $ 832.86 $ 874.51 Hardware Subtotal $ 1,798.65 $ 1,888.58 $ 1,983.01 $ 2,082.16 $ 2,186.27 SC#
SC00002799 1 MV-90 XI SINGLE PC 500 METER 7/1/2026 6/30/2031 12 $ 13,949.33 $ 13,949.33 $ 14,646.80 $ 15,379.14 $ 16,148.10 $ 16,955.50 SC00002799 1 MV-90 XI TCP-IP SINGLE PC ELECT DEL 7/1/2026 6/30/2031 12 $ 989.31 $ 989.31 $ 1,038.78 $ 1,090.71 $ 1,145.25 $ 1,202.51 PO 011.0001558
SC00017330 1 FIXED NETWORK SOFTWARE-AS-A-SERVICE 7/1/2026 6/30/2031 12 $ 31,543.83 $ 31,543.83 $ 33,121.02 $ 34,777.07 $ 36,515.92 $ 38,341.72 SC00004340 1 FCS W/TOU SFTW MAINTENANCE, 2501-5000 METERS, E-DEL 7/1/2026 12/31/2028 12 $ 6,849.30 $ 6,849.30 $ 7,191.76 $ 4,404.95 Software Subtotal $ 53,331.77 $ 55,998.36 $ 55,651.88 $ 53,809.27 $ 56,499.73 Annual Hardware & Software Total $ 55,130.42 $ 57,886.94 $ 57,634.89 $ 55,891.43 $ 58,686.00 Total Maintenance Fees (USD) $ 285,229.68
Customer Signature of Acceptance: ______________________________________________________________________ Date: ______________________ Comments and/or Assumptions:
1) Itron's 5 Year Maintenance Quote for MV-90xi, FN SaaS, HW, and FCS SW. 2) Applied 5% annual adjustment to each year with multi-year commitment and fully-funded PO. 3) FCS is prorated for Y3 to end 12/31/2028 due to End of Support for this product. 4) This quote is based on current configuration and changes to use case or system sizing may require an updated quote. 5) All fees are in $USD.
6) This Attachment A pricing is an estimate; system rounding may change the final pricing by a few cents.

Agreement Dates
**This is not an invoice**
City Of Vernon_AttA_HW_SW_FN SaaS_050626