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HomeMy WebLinkAbout107577 ITRON - CONTRACT - PURCHASE ORDER - 6602050ITRON, INC. Software License and Maintenance Agreement This SOFTWARE LICENSE AND MAINTENANCE AGREEMENT ("Agreement") is made as of the date last signed below ("Effective Date") between Itron, Inc., a Washington corporation with principal offices at 2818 N. Sullivan Road, Spokane, WA 99216 U.S.A. ("Itron"), and the Fort Collins Utilities, located at 700 Wood Street, Fort Collins, CO 80521 U.S.A. ("Customer"). Grant of License. Subject to the terms and conditions of this Agreement, Itron grants to Customer a license to use the software and documentation (collectively "Software") specified in Attachment A. Except as set forth in this Agreement, this license transfers to Customer neither title nor any proprietary or intellectual property rights to the Software. Customer may make a reasonable number of machine-readable copies of the Software for back-up and disaster recovery purposes for non -operational use, subject to the terms and conditions of this Agreement. All authorized copies of the Software must include all trademark, copyright, and other proprietary markings. Use of the Software may require that Customer have certain third party operating systems or supporting software installed and operating properly on its computer system, which are the sole responsibility of the Customer. License Restrictions. Customer must not itself, or through any parent, subsidiary, affiliate, agent or other third party: (i) sell, lease, rent, license, sublicense, or provide the Software to any third party; (ii) decompile, disassemble, or reverse engineer the Software, in whole or in part; (iii) write or develop any derivative software or any other software program based upon the Software; (iv) use the Software as a service bureau unless specifically authorized by Itron in writing; (v) provide, disclose, divulge or make available to, or permit use of the Software by any other party without Itron's prior written consent. The license granted to Customer does not include any rights to the Software source code. License Fees. In consideration of the license granted under this Agreement, Customer must pay Itron the license fee and other amounts specified in Attachment A in US dollars, due and payable within thirty (30) days of receipt of an invoice from Itron. Unless Customer provides Itron with a tax exempt certificate, Customer must pay all sales and use taxes, except those based upon Itron's income, capital, or net worth. Audit. During the term of this Agreement and for one year after termination, Customer must maintain accurate records of its use of the Software. After reasonable written notice, Itron may audit these records during Customer's regular business hours to verify compliance with this Agreement. Limited Warranty. Itron warrants for a period of ninety (90) days from the date of delivery ("Warranty Period") that (i) the media on which the Software is recorded will be free from defects in materials and workmanship under normal use, and (ii) the Software will substantially conform to Itron's published specifications. If during the Warranty Period, the Software does not perform as warranted, Customer must notify Itron in writing of the non-conformance. Itron's entire liability and Customer's sole and exclusive remedy for any breach of the foregoing limited warranty will be, at Itron's option, replacement of the media, repair or replacement of the Software, or refund of the purchase price. This warranty is valid only if Customer has: (i) paid to Itron the appropriate license fees when due, (ii) used the Software on a virus - free computer system for which it was designed, (iii) promptly installed all corrections or enhancements to the Software that Itron makes available to Customer; and (iv) complied with the terms and conditions of this Agreement. Itron does not warrant that the Software will operate uninterrupted or error -free. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, ITRON MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE USE OF SOFTWARE OR SERVICES PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. ITRON SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE OR SERVICES. ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY CONTAINED IN THIS AGREEMENT WILL NOT BE ENFORCEABLE. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE USE OF THE SOFTWARE OR SERVICES UNDER THIS AGREEMENT, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE OR STRICT PRODUCT LIABILITY). THIS LIMITATION SHALL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT TO THE EXTENT OF DAMAGES DUE TO DEATH, PERSONAL INJURY AND TANGIBLE PERSONAL PROPERTY DAMAGE CAUSED DIRECTLY BY A PARTY'S GROSS NEGLIGENCE OR WILFULL MISCONDUCT, OR THE PARTIES' OBLIGATIONS AS SET FORTH IN THE INFRINGEMENT INDEMNITY OR CONFIDENTIALITY Page ] PROVISIONS BELOW, IN NO EVENT WILL EITHER PARTY'S LIABILITY TO THE OTHER FOR DAMAGES EXCEED THE LICENSE FEES PAID BY CUSTOMER TO ITRON UNDER THIS AGREEMENT. ITRON'S PRICING REFLECTS THIS ALLOCATION OF RISKS AND LIMITATION OF LIABILITY. Maintenance. Itron will provide the maintenance services ("Maintenance") described at URL htto://www.itron.com/policies/software maint.asp ("Maintenance Policy") for the initial annual term, provided that Customer pays the applicable annual Maintenance fees. Itron will invoice Customer for annual Maintenance renewal sixty (60) days prior to the expiration of then -current Maintenance term. [tron may increase Maintenance fees annually, upon renewal, but in no event more than 5% of previous years' Maintenance fee for a like configuration of the Software. Customer may renew Maintenance by paying the renewal invoice. If Maintenance lapses, Customer may be subject to a reinstatement fee. Customer may obtain services not covered under the Maintenance Policy for an hourly fee, at Itron's then -current professional services rates. Termination. This Agreement will take effect on the Effective Date and will remain in force unless terminated in accordance with the terms of this Agreement. Either party may terminate this Agreement for the breach of any material term by the other party if such breach remains uncured for thirty (30) days after receipt of written notice, describing in reasonable detail the nature of the breach. Such termination shall be in addition to any other remedies that may be available to the non -breaching party. Itron may terminate this Agreement automatically, with no further action, if Customer breaches any material obligation related to Itron's proprietary rights. Provided all applicable fees have been paid in full, Customer may terminate Maintenance at the end of any Maintenance term. If terminated for Customer's breach Customer shall promptly return to Itron or destroy all copies of the Software. Rights and obligations under this Agreement, which by their nature, should survive, will remain in effect after termination. Confidentiality. Confidential Information includes, but is not limited to, either party's confidential, technical, business and customer information and any other information or data not previously known that could reasonably be considered confidential or proprietary. Each Party shall take all steps reasonably necessary to hold in confidence the other parry's (or third parry's) Confidential Information and will limit the disclosure of Confidential Information to employees or subcontractors with a need to know who have acknowledged the express obligation to maintain such confidentiality. Confidential Information does not include information that (i) is readily available to the public other than by a breach of this Agreement; or (ii) is previously known or received from a third party without restriction, or (iii) independently developed by the receiving party without use of the Confidential Information. Nothing in this Agreement will prevent a party from disclosing Confidential Information as required by law. Infringement Indemnity. Itron will, at its expense, defend or settle any claim or action brought against Customer by an unrelated third party that the Software infringes any U.S. patent, copyright, trade secret or other non -patent proprietary right and pay any final judgments or settlements; provided that Customer (i) notifies Itron promptly in writing of such claim, (ii) gives Itron the exclusive authority required to defend such claim, and (iii) provides Itron reasonable assistance in defending such claim, at Itron's expense. Customer may not settle or compromise such claim or action, except with the prior written consent of ltron. These obligations will not apply to the extent the infringement arises as a result of a combination of the Software with products not provided or authorized by Itron in writing, modifications to the Software made by any party other than Itron, a duly authorized representative of Itron or as authorized by Itron in writing. If any such infringement, claim or action is brought or threatened, Itron will, at its sole option and expense: (a) procure for Customer the right to continue using the Software; or (b) modify or amend the Software, provided that such modified Software will have substantially the same or comparable capabilities, or replace the Software with other software having substantially the same or comparable capabilities; or, if neither of the foregoing is commercially practicable, (c) terminate this Agreement and repay Customer a portion, if any, of the License Fee based on four year straight line amortization. If terminated, the parties will be released from any further obligation under this Agreement, except for obligations that survive termination. THE FOREGOING STATES ITRON'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR LICENSES GRANTED UNDER THIS AGREEMENT. Exaort Restrictions. Customer shall not, directly or indirectly, export or transmit the Software to any country to which such export or transmission is prohibited by any applicable United States regulation or statute. Contracts with U.S. Government Agencies. If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement and applicable federal law. Force Maieure. Neither party shall be responsible for any failure to perform due to unforeseen, non-commercial circumstances beyond its reasonable control. Non -assignment/ Binding Agreement. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by either party, in whole or in part without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Such consent shall not be required in the event of merger, acquisition, or consolidation of a party or restructuring of a Customer as a result of regulatory requirements. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns. Limitation. Any cause of action related to this Agreement must be brought within two (2) year after the party knew or reasonably Page 2 should have known of the claimed breach. Independent Contractor. In connection with this Agreement, each party is an independent contractor and will have no authority to bind or commit the other. No third party is a beneficiary of any portion of this Agreement. Entire Agreement. This Agreement, including any attachments, sets out the entire agreement between the parties relative to its subject matter and supersedes all prior or contemporaneous agreements or representations, oral or written. This Agreement may not be altered or modified, except by executed written amendment. Any waiver of a party's rights or remedies under this Agreement must be in writing to be effective. No terms or conditions of any purchase order or other business form will have any effect on the rights or obligations of the parties under this Agreement. INTENDING TO BE BOUND, each party represents and warrants that it has all necessary power and authority to enter into this Agreement. Fort Collins Utilities Itron, NameA4,-uQ Z�: Name Title 6C—R-2Cc1546=46 Title c-, 'r-- Date _3 / / %4 a (n Date Softwan Solutions Z -z'" (o (E ective Date) Page 3 ATTACHMENT A TO THE SOFTWARE LICENSE AND MAINTENANCE AGREEMENT 1. Definitions "Meter" means a single interval data recording device storing one or more measured quantities at a single point of energy or commodity transfer on an electric, gas or water system. Where a recording device stores measured quantities from multiple points of energy or commodity transfer, it shall be considered as using multiple meters, for purposes of meter count in the use of the Software. "Test Database Installation" means a single installation of the Software using a single instance of the Software database. Such installation can only be used to verify the correct installation, operation and integration of the Software and/or components. 2. Software Itron grants to Customer a nontransferable, limited, perpetual, nonexclusive license to use the following Software in object code form only, and any enhancements, improvements or modifications to the Software, provided by Itron, in accordance with this Agreement. Software Maximum License Operating Systems or License Maintenance Maintenance Usage Terms Supporting Software Feel Effective Date Fee3• MV-90 xi Single PC UP to 1,000 See 1 below MS -Windows 2000 OS> $6,412.50 First of month $7,695.00 Migration License meters following Software Shipment ODBC To be used See I Below MS -Windows 2000 No Charge N/A Included with with MV- OS>; MV90-xi MV-Web 90xi Support TCP/IP To be used See I Below MS -Windows 2000 No Charge First of month $450.00 with MV- OS>; MV90-xi following 90xi Software Shipment Load Research To be used See I Below MS -Windows 2000 No Charge First of month $4,500.00 with MV- OS>; MV90-xi following 90xi Software Shipment wswmer is upgraamg as current My-9u license to MV-90xi. This Agreement replaces and supercedes the original MV-90 License Agreement. 2Due and payable upon Agreement Execution 3Subject to annual adjustment per terms of the Agreement °Credit will be given for any current term MV-90 Maintenance pre -payments and/or first year Maintenance Fees will be prorated to make MV Software Product Maintenance have a common Anniversary Date. 1. MV-90xi Network License and components— The Software may only be installed in a single network system using one common instance of the Software database. Such installation can only be accessed by employees of Customer and solely for using the Software for its intended purpose, i.e. read and program meters, registers, and recorders and to process data retrieved from such devices and can only be used for internal purposes. Customer may install a single instance of a Test Database Installation. The Software may not be installed on a computer that is not part of the customer's computer network. Page 4 Software Shipment and Billing Information Ship Software to: Contact Name: Bill Switzer Address*: P.O. Box 580, 700 Wood St. City/State/zip: Fort Collins, CO 80521 Phone Number: 9 7 0- 2 21- 6 7 0 0 Email Address: 9 .Stu / T -7- E 2 *Not PO Box Send Invoices to: Contact Name: Accounting - City of Fort Collins Address: P.O. Box 580 City / State / Zip: Fort Collins. CO 80522 Phone Number: Fax Number: Will a PO be issued to cover this Software License? Yes X No Contact for Field Services and Migration of Custom Programs* Contact Name: Bill Switzer Phone Number: 7 0 ' 9 Z (-- e, `7 � 3 Email Address: SG, r Z 6 '2-@ / G G u_ c 0 W! *Due to scheduling of development time, custom programs may not be ready for use with MV-90xi until 6-8 weeks after contract execution. Page 5 • 1111 Broadway, Su to 1800 Oakland, CA 94607 ton free: 877-749.9400 fax:510-8442904 IMV-9O A (Single PC) Budgetary Pricing Summaryl City of Fort Collins Customer No. 60966 BMR# 51231-05 Ver2 Mar March 13, 2006 Sofilv3ire'&Services`-d 'Pf .:r. Extended Item Description Part Number Price List MV-90 xi Single PC Migration for 501 -1,000 meters MV-90 xi Single PC Migration for 601 - 1,000 meters MV-90 A base system includes: remote interrogation, data Import, validation, editing and estimation, reports and graphs, data export including spreadsheet file formal, data aggregation, and 0me-of-use. 2 ODBC 3 TCP/IP 4 Load Research Professional Services 5 MV-90 A & XI-COMM System Installation Assistance (estimated) List $42,750.00 Incentive Discount ($36.337.50) SFR-0110-001 $6,412-50 SFR-0111-006U SFR-0090-000 No Charge SFR-0D92ODD No Charge SFR-OD88ODD No Charge Services $9,880.00 Software 6 Services $16,292.50 Item Description Annual Part Number Maintenance MV-90 xl Single PC Migration for 501 - 1,000 meters SFR-0110-001 $7,695.00 SFR-0111-005 ODBC SFR-0090-000 Included with MV-WEB Support TCPIIP SFR-0092-000 $450,00 Load Research SFR-0088-ODO _ $4,500.00 Annual Maintenance $12,645.00 Incentive Pricing The early incentive pricing is offered based upon the assumption that new signed agreements will be executed by March 31, 2006. Professional Services Notes and Assumptions The system above includes an estimated 5 days of on site support and 12 hours of travel, actual hours may vary. Services billed only incurred at $190 an hour, T&M basis. Services pricing will be refined based on an interview with the utility to ascertain operational environment and scope of activities. Not included in the system bid are per diems of M per day and asfares at actual prices. Generaf Notes andAssumptions This does not represent an offer to contract. Itron will only contract under terms and conditions that are mutually acceptable. Taxes, duties, and tariffs are not included. All prices are USD. Freight is prepaid and additional. Pricing is valid until March 31, 2006. P.O.$ P.O.s for all Itron related software and services can be faxed atin: Order Processing 510-844-2904 and mailed to: Itron, Inc. 1111 Broadway, Suite 1800 Oakland, CA 94607 Attn: Order Processing - Software Solutions BMRa 51201-05 Vert Macals Confidential Po9e 1 /frd'n ITRON, INC. Professional Services Agreement This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made as of the date last signed below ("Effective Date") between Itron, Inc., a Washington corporation with principal offices at 2818 N. Sullivan Road, Spokane, WA 99216 U.S.A. ("Itron"), and the Fort Collins Utilities, 700 Wood Street, Fort Collins, CO 80521 U.S.A. ("Customer"). Scope. During the term of this Agreement, Itron will provide the Services described in a written Statement of Work SOW(s), which specifically details the Services, including but not limited to the deliverables, milestones and corresponding due dates, as agreed to by the parties. No Services are authorized by this Agreement alone. Itron will provide Customer with Services at rates, prices or other terms as agreed in the SOW. The Services may include implementation, upgrades, rate modeling, customization, troubleshooting and training. If Customer issues a purchase order for any Services, the terms of this Agreement govern Itron's performance of such services, and supersede the terms of Customer's purchase orders or other business form. Changes affecting scope, cost and other activities mutually agreed upon by the Parties, are implemented by a signed Change Order, specifying the changes or additions to the SOW. Terms and Fees. Services are performed on a time -and -materials basis at rates identified in the SOW, or on a fixed fee basis as provided in the SOW and invoiced monthly or within thirty (30) days after completion of the Services, as agreed in the SOW. Customer must pay Itron invoices within thirty (30) days of receipt of the invoice from Itron in US dollars. Fees are net of all sales and use taxes, which Customer must pay, except taxes based upon Itron's income, capital, or net worth. Itron reserves the right to annually adjust Service rates but in no event will such increase be more than 5% of previous years' Services rates. Customer will also reimburse Itron, or pay directly, all reasonable and documented travel, lodging and related expenses which are incurred by Itron personnel in performing Services for Customer on Customer requested travel. Reimbursable charges for lodging and expenses will not exceed commercially reasonable rates for the geographic area where the work is performed. Each invoice will include sufficient detail, supported by receipts, documentation and other information so Customer may verify the invoice. Limited Warranty. Itron warrants that Services will be performed in a professional and competent manner. Customer must report any deficiencies in the Services to Itron in writing within sixty (60) days of performance of the Services to receive warranty remedies. For breach of this warranty, Itron's sole liability and Customer's exclusive remedy is re -performance of the Services by Itron at no additional cost to Customer. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING OR RELATING TO ANY SERVICES OR MATERIALS FURNISHED TO CUSTOMER UNDER THIS AGREEMENT. ITRON SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON -INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ALL SUCH SERVICES AND MATERIALS. Limitation of Liability. NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFIT, DATA OR REVENUE, ARISING OUT OF THIS AGREEMENT, EVEN IF THE PARTY HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION OR THEORY ASSERTED. IN NO EVENT WILL ITRON'S LIABILITY TO CUSTOMER EXCEED THE AMOUNTS CUSTOMER PAID TO ITRON UNDER THIS AGREEMENT. Term and Termination. The initial term of this Agreement is one year, unless earlier terminated in accordance with the provisions of this Agreement. Thereafter, this Agreement automatically renews for successive one (1) year terms unless one Party gives the other Party written notice of its intent not to renew the Agreement at least thirty (30) days prior to the expiration of the then -current term. Either party may terminate this Agreement for the breach of any material term by the other party if such breach remains uncured for thirty (30) days after receipt of written notice, describing in reasonable detail the nature of the breach. Such termination shall be in addition to any other remedies that may be available to the non -breaching party. Rights and obligations under this Agreement, which by their nature, should survive, will remain in effect after termination. Confidentiality. Confidential Information includes, but is not limited to, either parry's confidential, technical, business and customer information and any other information or data not previously known that could reasonably be considered confidential or proprietary. Each Party shall take all steps reasonably necessary to hold in confidence the other party's (or third party's) Confidential Information and will limit the disclosure of Confidential Information to employees or subcontractors with a need to know who have acknowledged the express obligation to maintain such confidentiality. Confidential Information does not include information that (i) is readily available to the public other than by a breach of this Agreement; or (ii) is previously known or received from a third party without restriction; or (iii) independently developed by the receiving party without use of the Confidential Information. Nothing in this Agreement will prevent a party from disclosing Confidential Information as required by law. Indemnitv. Itron will, at its expense, defend or settle, any claim or action brought against Customer to the extent caused by any negligent acts or omissions or willful misconduct of Itron in the performance of the Services; or any claim or action brought against Page 1 Customer by an unrelated third party that the work product or other materials created or furnished by Itron, infringes any U.S. patent, copyright, trade secret or other non -patent proprietary right and pay any final judgments or settlements; provided that Customer (i) notifies Itron promptly in writing of such claim, (ii) gives Itron the exclusive authority required to defend such claim, and (iii) provides Itron reasonable assistance in defending such claim, at Itron's expense. Customer may not settle or compromise such claim or action, except with the prior written consent of ltron. For a claim or actionof infringement, Itron will, at its sole option and expense, procure for Customer the right to use the work product or materials or modify, amend or replace the work product or materials, provided they have substantially the same or comparable results. The foregoing obligations do not apply to the extent the infringement arises as a result of modifications to the work product or materials made without Itron's written authorization. Insurance. (tron will obtain, maintain in full force and effect, without interruption during the tern of the Agreement, and provide Certificates of Insurance, upon Customer's written request, the following minimum levels of insurance: 1. Workers' Compensation insurance covering the legal liability of Itron and Employers' liability insurance - $1,000,000.00; 2. Commercial General Liability insurance - $2,000,000.00 for any single occurrence; 3. Automobile Liability insurance - $1,000,000.00 per occurrence; and 4. Errors or Omissions - $2,000,000. Ownership. Itron is a developer of computer software and as such (tron may use its proprietary software as well as other software properly licensed to Itron in the performance of Services. All software, software enhancements, documentation and other work products of Itron resulting from this Agreement remain the property of Itron. Client may be entitled to use such software, software enhancements, documentation and other work products in accordance with and subject to a separate Software License Agreement. Facility and Personnel Access. Customer agrees to provide Itron reasonable access to its facilities and personnel concerned with the operation of the Software to enable Itron to provide Services. Itron will ensure that all employees or contractors providing Services on Customer's premises comply with Customer's reasonable employee rules of conduct, including but not limited to all security and safety procedures and policies. Force Maieure. Neither party shall be responsible for any failure to perform due to unforeseen, non-commercial circumstances beyond its reasonable control. Non-assienmentl Bindine Agreement. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by either party, in whole or in part without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Such consent shall not be required in the event of merger, acquisition, or consolidation of a party or restructuring of a Customer as a result of regulatory requirements. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns. Limitation. Any cause of action related to this Agreement must be brought within two (2) year after the party knew or reasonably should have known of the claimed breach. Independent Contractor. In connection with this Agreement, each party is an independent contractor and will have no authority to bind or commit the other. No third party is a beneficiary of any portion of this Agreement. Compliance with Laws. Itron will comply with all local, state and federal laws, ordinances, regulations and orders with respect to its performance of the Services. Itron will provide Customer with such documents and other supporting materials as Customer may reasonably request to evidence Itron's continuing compliance with the provisions in this Section. Entire Agreement. This Agreement, including any attachments, sets out the entire agreement between the parties relative to its subject matter and supersedes all prior or contemporaneous agreements or representations, oral or written. This Agreement may not be altered or modified, except by executed written amendment. Any waiver of a party's rights or remedies under this Agreement must be in writing to be effective. INTENDING TO BE BOUND, each party represents and warrants that ' as all necessary authority to enter into this Agreement. Fort Collins Utilities Itron, Inc. By n oeb-T D2P � By Name fl ,St �I`^` �-� Name PhitinAtP�ao Title �}era�c��Pu2G,:—x� Title Sr. Vice President SolutionsSoftwire Date ����`�� Date (Effective Date) Page 2