Banning City Council
January 9, 2024

RESOLUTION 2024-06

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA,

APPROVING THE ITRON SOFTWARE-AS-A-SERVICE (SAAS) AGREEMENT WHEREAS, the City of Banning City Council approved Resolution 2023-162 for the multiple software as a service agreements (SaaS) in departments throughout the City; and WHEREAS, Itron MSA is a critical component of the City of Banning Electric Utility smart meter system; and
WHEREAS, The Purchasing division, acting to facilitate the requirements of the Government Accounting Standards Board (GASB) reporting on software agreements, has determined that all SAAS maintenance should be approved annually and paid by a purchase order.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Banning as follows:

SECTION 1. The City Council approves the use of the Itron MSA including SAAS listed in Exhibit “A” for a total cost of $39,630 each year for a total of two years.

SECTION 2. The City Council authorizes the City Manager, or designee, to make necessary budget adjustments, appropriations, and transfers related to this resolution.

SECTION 3. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the book of original resolutions.

PASSED, APPROVED AND ADOPTED this 9th day of January 2024.

Alberto Sanchez, Mayor
City of Banning
ATTEST:

Caroline Patton, Administrative City Clerk
City of Banning
855
Resolution 2024-06

APPROVED AS TO FORM AND
LEGAL CONTENT:

Serita R. Young, City Attorney
Richards, Watson & Gershon
856
Resolution 2024-06

CERTIFICATION:

I, Caroline Patton, Deputy City Clerk of the City of Banning, California, do hereby certify that the foregoing Resolution 2024-06, was duly adopted by the City Council of the City of Banning, California, at a regular meeting thereof held on the 9th day of January 2024 by the following vote, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Caroline Patton, Administrative City Clerk
City of Banning, California
857
Resolution 2024-06

EXHIBIT A
Itron Agreement
858
CONFIDENTIAL 1
MASTER SALES AGREEMENT (C00659)
General Terms and Conditions
This Master Sales Agreement (this “Agreement”) is made between Itron, Inc., a Washington corporation having an address at 2111 N. Molter Road, Liberty Lake, Washington (“Itron”) and the City of Banning, California, a California municipal corporation having an address at 176 East Lincoln Street, Banning, California (“Customer”),as of the date last signed below (“Effective Date”).

1. Introduction.

1.1. Scope and Structure. This Agreement applies to certain products and services provided by Itron to Customer and consists of these General Terms and Conditions, Addenda, Attachment Schedule, Order Documents with Attachments, and Statements of Work.

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 Customer 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. The Parties may add Addenda to this Agreement by written amendment after the Effective Date.

1.4. Order Documents. Order Documents contain Fees and any related Statement of Work and supplemental 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. The Parties may execute additional Order Documents after the Effective Date.

1.5. Order of Precedence. In the event of a conflict between these General Terms and Conditions and an Addendum or other attachment hereto, these General Terms and Conditions shall control.

In the event of a conflict between an Order Document and these General Terms and Conditions or an Addendum, the Order Document shall control, but only with respect to the identification of products and services. These General Terms and Conditions, then an Addendum or Order Document, as applicable, shall control over any conflict with a Statement of Work.

1.6. Purchase Order Requirement. Customer shall purchase or license products or services described in each Order Document or Statement of Work under this Agreement by issuing a purchase order or similar ordering document accepted by Itron (“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 contract reference. No contingency contained on any Purchase Order shall be binding upon Itron. The terms of this Agreement shall apply, regardless of any additional or conflicting terms of any Purchase Order or other correspondence or documentation submitted by Customer to Itron, and any such additional or conflicting terms are deemed rejected by Itron, except as may be expressly provided herein.

2. Definitions. The following defined terms are used throughout this Agreement. Additional terms may be defined in Addenda, Order Documents and Statements of Work.

Claim means an unaffiliated third-party claim, action, cause of action, or demand for damages, cost or expense (including reasonable attorney’s fees) or other relief.

Confidential Information means any confidential, trade secret or other proprietary information disclosed under this Agreement that is designated as “confidential” or which a reasonable person would assume is DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 859
CONFIDENTIAL 2
confidential, but excludes information that: (i) is now or becomes generally available to the public through no fault or breach of the receiving Party; (ii) is rightfully in the receiving Party's possession, or known by it, prior to its receipt from the disclosing Party; (iii) is rightfully disclosed to the receiving Party by a third-party, free of any obligation of confidentiality; or (iv) is developed by the receiving Party independently and without reference to the disclosing Party’s Confidential Information. Confidential Information includes all Customer Data.

Customer Data means all data about Customer’s existing or prospective end users that Itron acquires, develops, collects, accesses, processes, stores, generates, or derives in connection with its performance of the Services or otherwise in connection with its performance under this Agreement. Such Customer Data may include, without limitation, any personally identifying information relating to an existing or prospective customer, or any other information that, either individually or when combined with other information could be used to identify a particular Customer end user or a prospective Customer end user, which information is not generally available to the public.

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

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

Documentation means user manuals, training materials, product descriptions and specifications, technical manuals, supporting materials and other information relating to products and services offered by Itron, which Itron customarily makes available to its customers.

Fees means all amounts payable to Itron by Customer for products and services provided under this Agreement, as set forth in an Order Document or Statement of Work.

Force Majeure means any cause that is beyond a Party’s reasonable control and without a Party’s fault or negligence, including, but not limited to, accidents, riots, insurrections, acts of terrorists or any public enemy, acts of civil or military authorities, war, epidemics, fires, floods, earthquakes, severe weather, lightening, power outages, denial of service/virus/hacking attacks, disruptions in the flow of data to or from networks, embargoes, strikes, the inability to obtain required materials, qualified labor, or transportation, or the denial of or delays in processing of export licenses.

Intellectual Property and Intellectual Property Rights mean all industrial and intellectual property, including, without limitation, all U.S. and non-U.S. patents, patent applications, patent rights, trademarks, trademark applications, common law trademarks, Internet domain names, trade names, service marks, service mark applications, common law service marks, and the goodwill associated therewith, copyrights, in both published and unpublished works, whether registered or unregistered, copyright applications, franchises, licenses, know-how, trade secrets, technical data, designs, customer lists, confidential and proprietary information, processes and formulae, all computer software programs or applications, layouts, inventions, development tools and all documentation and media constituting, describing or relating to the above, including manuals, memoranda, and records, whether such intellectual property has been created, applied for or obtained anywhere throughout the world.

Order Document means (i) any document attached hereto and identified as an Order Document on the Attachment Schedule 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 executed by the Parties after the Effective Date.

DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 860
CONFIDENTIAL 3
Parties means Itron and Customer, together.

Party means Itron or Customer, individually.

Services means, collectively, all services provided to Customer by or on behalf of Itron, pursuant to this Agreement.

Statement of Work or SOW means (i) any document describing services to be provided by Itron that is (i) attached hereto and identified as a Statement of Work on the Attachment Schedule, or attached to an Order Document as of the Effective Date, or (ii) any other document identified as a Statement of Work that references this Agreement and is executed by the Parties, or is attached to an Order Document that is executed by the Parties, after the Effective Date.

Territory means the country in which Customer’s principal place of business is located.

3. Term.

Unless this Agreement is terminated earlier pursuant to Section 11 (“Termination”) of these General Terms and Conditions, the term of this Agreement commences on the Effective Date and expires 60 months thereafter; provided, however, any in-process Statements of Work and any accepted Purchase Orders as of the expiration date shall be completed by the Parties and the term of this Agreement will be extended solely for that purpose until completion.

4. Warranties and Disclaimer.

4.1.Warranties. All warranties relating to products and the Services provided by Itron under this Agreement are set forth in the applicable Addendum or Order Document.

4.2 Disclaimer. Except for the express warranties provided by Itron under this Agreement, Itron makes no warranty of any kind relating to products and services and disclaims all implied warranties, including without limitation, (i) implied warranties of merchantability or fitness for a particular purpose, (ii) warranties of title and against infringement, and (iii) warranties arising from a course of dealing, 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, errors or that their use will be uninterrupted or error-free. Itron assumes no liability or responsibility for any interruption or cessation of transmission to or from its data centers or data centers of its vendors via WAN, cellular or other public communications or broadband systems (including outages, device non-reachability, loss or inaccurate reading) or for any consequences, losses, or damages arising from changes made by Customer to the content or programming of equipment (unless caused by a defective product or when Itron performs such programming). 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 Customer under this Agreement: (i) Itron reserves all rights, title and interest in and to all of its Intellectual Property, and (ii) 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 Customer to Itron under this Agreement, Customer reserves all rights, title and interest in and to all of its Intellectual Property, and (ii) as between the Parties, Customer owns all right, title and interest in and to its Confidential Information and Customer Data. 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 providing software, materials, or services for itself or other clients, irrespective of the possible similarity of such software, materials or services to those delivered to DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 861
CONFIDENTIAL 4
Customer.

5.2 Customer Suggestions. Itron shall have 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 Customer.

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. Itron will invoice Customer for products and services in accordance with the applicable Addendum, Order Document or Statement of Work.

6.3 Payment of Invoices. Customer must pay each invoice without setoff within thirty (30) days of the invoice date. Payment must be made in USD. Itron may charge a late payment fee on any unpaid overdue Fees in an amount equal to the lesser of: (a) one percent (1%) of such Fees per month, or (b) the maximum rate allowed by applicable law.

6.4 Freight and Taxes. All prices are exclusive of any freight, handling and shipping insurance charges, taxes, fees and duties or other similar amounts disclosed to Customer in advance or shipping, however designated, including without limitation value added, sales and withholding taxes which are levied or based upon the prices, charge or upon this Agreement. All Itron products shipped to Customer are shipped FOB destination. Customer shall pay any taxes related to products and services provided pursuant to this Agreement (except for taxes based on Itron’s net income) or shall present an exception certificate acceptable to all relevant taxing authorities. Applicable taxes shall, to the extent practical, be billed as a separate item on the invoice.

7. Third-Party Claims.

7.1 General Claims. Itron shall defend, indemnify, and hold the Customer, its elected officials, officers, employees, and agents (“Indemnitees”) harmless with respect to any and all Claims, including lawsuits, tort claims, demands, penalties, losses, fines, liens, stop notices, liabilities, damages and expenses for personal injury, death, property damage, and/or any other damages causing financial loss, Claims arising out of a breach of Section 9 or 10 of this Agreement, and/or the negligent actions and omissions, or intentionally malicious actions or omissions, of Itron or those of its owners, officers, employees, subcontractors, third party providers, and/or agents, in connection with the provision of the Services pursuant to this Agreement, including the operations, professional services, installation of equipment and/or software, and training while present on property owned by or under control of Customer. This section shall not apply to the extent that any such lawsuit, claim, demand, penalty, loss, fine, liability, damage, and expense is caused by the active negligence or willful misconduct of any of the Indemnitees

7.2 Infringement Claims. Itron will also defend Customer from and against Claims arising from an allegation that any Itron-branded products or any of the Services infringe upon any third party’s Intellectual Property Rights within the Territory

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 reasonable 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 settle 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 in respect of the Claim.

DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 862
CONFIDENTIAL 5

7.4 Conditions to Infringement Claim Defense. If Itron receives notice of an alleged infringement by any products or the Services provided to Customer pursuant to this Agreement, 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 promptly obtain the right for Customer to continue use of the affected products or services, or to promptly replace or modify the affected products or services so that they are no longer alleged or believed to infringe, provided that it can be done without significant loss of functionality. If neither of the foregoing options are available to Itron on commercially reasonable terms, Itron may terminate Customer’s use of the affected products or Services without further liability under this section, in which case Itron will refund to Customer the depreciated value of the affected product and any prepaid unused portion of the service, as the case may be.

7.5 Exclusions to Infringement Claim Defense. Itron will have no obligation under Section 7.2 above for any infringement Claim to the extent that the Claim results from (i) the combination, operation or use of any product or service provided by Itron with any product or service (including third-party software and equipment) not provided by Itron, but excepting Customer’s operating systems, software, and equipment normally used in Customer’s day to day operations; (ii) any modification to products or services made without Itron’s prior written consent, (iii) failure to use updated or modified products or services as provided by Itron, (iv) use of any release of Itron software or any firmware other than the most current release made available to Customer, or (v) use of products or services not in accordance with this Agreement and applicable Documentation, (vi) any modification to products or services by a person other than Itron or an authorized representative of Itron, or (vii) Itron’s compliance with any designs, specifications, or instructions provided by Customer. The Parties agree that Customer shall not provide Itron with any such designs, specifications, or instructions as part of this Agreement. In addition, Itron shall not be liable for enhanced or punitive damages that could have been avoided or reduced by actions within the control of Customer.

7.6 EXCLUSIVE REMEDY. EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS SECTION 7 CONSTITUTES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THIRD PARTY CLAIMS BROUGHT AGAINST CUSTOMER.

8. Insurance.

Throughout the term of this Agreement, 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 (covering any auto) in an amount not less than $1,000,000.00 per accident, combined single limit; (iv) cyber liability covering the services provided by this Agreement insuring against financial loss, resulting from unauthorized access to, or theft or destruction of Customer Data, with limits not less than $1,000,000 perclaim; and (v) a professional liability policy or policies insuring against liability for errors and omissions covering professional services provided by Itron under this Agreement in an amount not less than $1,000,000.00 perclaim. If a “claimsmade” policy is provided, then, if canceled or not renewed, Itron shall purchase an extended reporting period of not less than three (3) years or purchase a replacement policy with a retroactive date prior to the effective date of this agreement. All such certificates of insurance shall be subject to the prior review and approval of Customer’s Risk Manager. Prior to commencing performance of the Services, and upon written request thereafter, Itron will provide certificates of insurance evidencing the required coverage, together with endorsement(s).

If a general aggregate applies to the commercial general liability, then either the general aggregate limit shall apply separately to this Project/location or the general aggregate limit shall be twice the required occurrence limit, and shall contain specific language creating a duty to defend against any suit seeking damages. Any deductibles or self-insured retentions must be declared to the Customer prior to Itron commencing any work under this Agreement. Customer, its elected officials, officers, attorneys, agents, DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 863
CONFIDENTIAL 6
employees, independent contractors serving in the role of city officials and designated volunteers shall be named as additional insureds (collectively, “Additional Insureds” sometimes hereafter in this Section 8.) Itron’s insurance coverage for Commercial General Liability and Auto Liability shall be primary to any other similar insurance carried by the Customer. Any insurance or self-insurance maintained by Customer or any of the Additional Insureds, shall be in excess of Itron’s insurance and shall not be called upon to contribute with it.

The Commercial General Liability and Auto Liability insurance coverage shall contain a provision that prohibits cancellation, or lapse without thirty (30) calendar days' prior written notice from insurer to the Customer. The notice shall be provided via mail.

All insurance coverage and limits provided pursuant to this Agreement shall apply to the full extent of the policies involved, available or applicable. Nothing contained in this Agreement or any other agreement relating to the Customer or its operations limits the application of the insurance coverage. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Itron under this Agreement. Except for professional liability and cyber liability, each policy shall be endorsed to state that the insurer waives the right of subrogation against the Additional Insureds.

All insurance coverage shall cover Itron’s operations pursuant to the terms of this Agreement. Any actual or alleged failure on the part of the Customer or any other Additional Insured under these requirements to obtain proof of insurance required under this Agreement in no way waives any right or remedy of the Customer or any Additional Insured.

All insurance coverage required by this Section 8 shall be written by insurers admitted to conduct business in the State of California by the Department of Insurance and rated “A-:VIII” in the most recent A.M. Best's Insurance Rating Guide.

Itron shall furnish the Customer with satisfactory evidence of the insurance required by this Section 8.

The evidence shall consist of original certificates of insurance and amendatory endorsements, including an additional insured endorsement. . Itron shall file all certificates of insurance and fully executed endorsements, with the Customer before commencing performance of the Services. Thereafter, Itron shall provide proof via a certificate of insurance that the policies of insurance required under this Agreement and expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Itron shall furnish such proof to the Customer prior to the expiration of the affected coverages.

Itron shall require subcontractors and any other party performing services on behalf of Itron to carry the same insurance as required in this Section 8. Itron shall obtain certificates evidencing the coverage and make reasonable efforts to ensure that the coverage is provided as required in this Section 8.

9. Data Protection.

The Parties must implement and establish reasonable security protocols for the protection and retention of Customer Data. As between Customer and Itron, Customer will retain its rights in Customer Data; provided, however, Customer hereby grants Itron a non-exclusive, royalty-free, perpetual, worldwide license to copy, modify, use, sublicense, distribute, display, create derivative works of all Customer Data solely for the purposes of (i) providing products and the Services to Customer, (ii) testing, troubleshooting, and optimizing performance and quality of Itron’s products and the Services, and (iii) so long as Customer is not identifiable and all personally identifiable information is either removed or DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 864
CONFIDENTIAL 7
anonymized, developing new products and services. Except as otherwise required herein, Itron assumes no responsibility for Customer or third-party content carried on Customer’s or Itron’s systems. Customer warrants and represents that, during the term of this Agreement, (a) it has the legal right and authority to grant Itron access to view, store, and use the Customer Data to provide products and the Services, and (b) Itron’s transmission, use and storage of any such Customer Data in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligation between Customer and any third-party.

Any and all cloud-based storage provided by Itron shall be physically located in the continental United States. In order to provide the greatest protection possible as to Customer Data stored using cloud-based storage, Itron shall comply or require compliance with ISO/IEC 27001, or any successor standards.

Storage of any personally identifiable information shall comply with ISO/IEC 27017 and 27018, or any successor standards. If Itron cannot certify its compliance with the foregoing ISO/IEC data protection standards, then prior to commencing any cloud-based storage of Customer Data, Itron shall provide for review and approval by Customer’s IT Manager, a detailed, written description of the data security measures used by Itron and/or which Itron requires its authorized cloud-based storage services that will store Customer Data, to use. Itron shall not store any Customer Data using cloud-based storage before receiving such written approval from Customer’s IT Manager or designee. In no case shall Itron’s data privacy and information security safeguards used to protect Customer Data be less stringent or provide less protection, than the safeguards Itron uses to protect its own data and information.

In the event of any act, error or omission, negligence, misconduct, or breach that permits any unauthorized access to, or that compromises or is suspected to compromise the security, confidentiality, or integrity of Customer Data or the physical, technical, administrative, or organizational safeguards put in place by Itron that relate to the protection of the security, confidentiality, or integrity of Customer Data, Itron shall, as applicable: (a) notify Customer as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with Customer in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by Customer; (c) in the case of personally identifiable information (PII), at Customer’s sole election, (i) notify the affected individuals who comprise the PII as soon as practicable but no later than is required to comply with applicable law including, but not limited to, the provisions of California Civil Code Section 1798.82; or, in the absence of any legally required notification period, within five (5) calendar days of the occurrence; or, (ii) reimburse Customer for any costs in notifying the affected individuals; (d) in the case of PII, provide third-party credit and identity monitoring services to each of the affected individuals who comprise the PII for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for no less than twelve (12) months following the date of notification to such individuals; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; (f) without limiting Itron’s obligations of indemnification as further described in this Agreement, indemnify, defend, and hold harmless Customer for any and all Claims, including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from Customer in connection with the occurrence; (g) be responsible for recreating lost Customer Data in the manner and on the schedule set by Customer without charge to Customer; and, (h) provide to Customer a detailed plan within ten (10) calendar days of the occurrence describing the measures Itron will undertake to prevent a future occurrence.

Notwithstanding any other provision herein, Itron agrees that, at no cost to Customer, any and all Customer Data, wherever stored, shall be retrievable by Customer within not more two business days following written or verbal notice to Itron, in order for Customer to timely respond to records requests DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 865
CONFIDENTIAL 8
pursuant to the California Public Records Act, subpoena or court order. Promptly upon receipt of verbal or written notice given by Customer to Itron, and at no cost to Customer, Itron shall institute a “litigation hold” on all Customer Data identified in the litigation hold notice, meaning that no Customer Data shall be transferred to any third party or destroyed pending release of the litigation hold, even in the event of nonpayment by Customer.

10. Confidentiality.

Each Party receiving, possessing, accessing or otherwise acquiring Confidential Information of the other 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: (a) 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; (b) must take all reasonable steps to secure and keep secure all disclosing Party's Confidential Information coming into its possession or control; (c) may not disclose any Confidential Information to anyone other than the receiving Party’s employees, agents, contractors or subcontractors and professional advisors who need to know such Confidential Information; and (d) must ensure that any person to whom it discloses Confidential Information in accordance with this provision is subject to binding confidentiality obligations that are at least as restrictive as those set forth in this Agreement. These obligations of confidentiality do not apply to any information that is required to be disclosed by any applicable law or regulation including the California Public Records Act and records required to be disclosed pursuant to subpoena or court order; provided, however, that the receiving Party must provide prior written notice of a request for such disclosure to the disclosing Party with as much notice as reasonably possible under the circumstances. Customer acknowledges that under Itron’s obligations to comply with the U.S. Securities laws, Itron may be required to disclose the execution of this Agreement as part of its reporting requirements to the U.S. Securities and Exchange Commission and hereby consents to such disclosure.

Itron shall: (a) subject to the exceptions herein, keep and maintain Customer Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Agreement and applicable law, to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose Customer Data solely and exclusively for the purpose of providing the Services, such use and disclosure being in accordance with this Agreement, and applicable law; (c) allow access to Customer Data only to those employees or agents of Itron who are directly involved with and responsible for providing the Services; and, (d) not use, sell, rent, transfer, distribute, or otherwise disclose or make available Customer Data for Itron’s own purposes or for the benefit of anyone other than Customer without Customer’s prior written consent.

Without limiting Itron’s obligation of confidentiality as further described herein, Itron shall be responsible for establishing, maintaining, and providing a written description to Customer of, a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that is designed to: (a) ensure the security and confidentiality of the Customer Data; (b) protect against any anticipated threats or hazards to the security or integrity of the Customer Data; (c) protect against unauthorized disclosure, access to, or use of the Customer Data; (d) ensure the proper disposal of Customer Data; and, (e) ensure that all employees, agents, and subcontractors of Itron, if any, comply with all of the foregoing.

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 DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 866
CONFIDENTIAL 9
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 (a) the nature of the breach, and (b) the specific act or acts that the non-breaching Party contends would correct such breach. For the avoidance of doubt, Customer’s failure to pay invoices timely will be deemed a material breach of this Agreement.

Termination for Non-Appropriation. Customer is subject to the State of California Constitutional Debt Limitation requirements. Based thereon, after the first year of Services, Customer may terminate this Agreement by providing Itron not less than sixty (60) days’ prior, written notice that Customer’s City Council has not appropriated funds sufficient to pay the following year’s Fees. In such event, Itron will be paid for Services satisfactorily performed up to the date of termination.

12. Survival.

The following sections of these General Terms & Conditions shall survive termination or expiration of this Agreement or 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), 7 (Third Party Claims), 8 (Insurance), 9 (Data Protection), 10 (Confidentiality), 11 (Termination), 12 (Survival), 13 (Limitation of Liability), 14 (Disputes), 15 (Governing Law), 16 (Jury Trial Waiver), 17 (Legal Compliance), 18 (Publicity), 20 (Sub-contractor and Outsourcer), 21 (Independent Contractor), 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.

Except for Customer’s violation of Itron’s Intellectual Property Rights, and except as provided in Sections 7 and 8, neither Party will be liable to the other Party for any consequential, indirect, special, incidental, punitive or exemplary damages arising out of this Agreement or products or services provided hereunder (including, but not limited to, damages for loss of data, goodwill, profits other than amounts payable by Customer to Itron hereunder, investments, use of money or facilities; interruption in use or availability of data; stoppage of other work or impairment of other assets), whether or not foreseeable and even if such Party has been advised of the possibility of such damages. Except as provided in Sections 7, 8 and 9 and/or Customer’s payment obligations hereunder or violation of Itron’s Intellectual Property Rights, neither Party’s liability to the other Party arising out of or related to this Agreement or any products or services provided hereunder shall exceed the amounts paid and payable by Customer under the applicable Order Document or Statement of Work during the twelve month period immediately preceding the date upon which the liability arose, regardless of whether any action or claim is based on contract, warranty, indemnity, negligence, strict liability or other tort or otherwise.

14. Disputes.

Any dispute arising under this Agreement or relating to Itron products and services will be escalated to each Party’s applicable project or business manager (each a “Manager”). The appropriate Manager will then notify the other Party’s Manager of the issue and meet as soon as reasonable considering the nature and impact of the issue. If a dispute cannot be resolved by the Managers within a time period that is satisfactory to the Party raising the issue and, in any event, within fifteen (15) days after the initial referral, the Managers will refer the dispute to their respective vice presidents or equivalent. If such vice presidents cannot resolve the dispute within a time period that is satisfactory to the Party raising the issue and, in any event, within ten (10) days after such referral, either Party may pursue any other remedy available to it in law or equity.

These dispute resolution procedures are not intended to be used for disputes concerning actual, alleged or threatened violations of a Party’s Confidential Information or other Intellectual Property Rights, or indemnity DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 867
CONFIDENTIAL 10
obligations, for which the Parties may immediately bring an action, including one seeking injunctive relief without posting a bond.

15. Governing Law.

The validity, interpretation, and performance of this Agreement shall be governed by and construed under the laws of the State of California, United States of America, as if performed wholly within the state and without giving effect to the principles of conflicts of law.

The Federal District Court, Central District of California or the Superior Court of the County of Riverside, California shall have exclusive jurisdiction over any claim arising hereunder, provided that either Party may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of such Party’s Intellectual Property Rights. The Parties agree that the UN Convention on Contracts for the International Sale of Goods will not apply to the interpretation or enforcement of this Agreement. In the event the Uniform Computer Information Transactions Act (UCITA) or any similar federal or state laws or regulations are enacted, it will not apply to this Agreement, and the governing law will remain as if such law or regulation had not been enacted.

16. Legal Compliance.

Each Party shall comply with all applicable local, State, and federal laws, statutes, regulations and orders in connection with this Agreement. No export rights are granted under this Agreement, and Customer must not directly or indirectly provide, export or re-export, or otherwise make available (in any form, including visual access), Itron products or technology in violation of any such laws or regulations, without all necessary approvals or licenses. Products and technology may not be provided or made available either directly or indirectly, (i) into Cuba, Iran, North Korea, Sudan, Syria, the Crimea region of Ukraine or any other country subject to United States trade sanctions, or to individuals or entities controlled by such countries or to nationals or residents of such countries (other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions); or (ii) to anyone on any denied, prohibited, or unverified list maintained by the United States Government, including the Office of Foreign Assets Control (OFAC) Specially Designated Nationals (SDN) List. The Parties must comply with all anti-bribery laws and may not make any payments or transfer any item of any value for the purpose of bribing any individual or group, or accepting or participating in any extortion, kickbacks, or other unlawful or improper means to obtain business related to this Agreement or products and services orderable under this Agreement.

If any of the Services include services constituting “public works” as defined under California Labor Code Section 1720, then as to those services Itron shall pay prevailing wages as determined by the Director of Industrial Relations, maintain certified payroll records, and otherwise comply with any and all other applicable Labor Code provisions, and indemnify Customer for any liability arising out of any failure to comply with said Labor Code provisions.

17. Publicity.

The Parties may agree to create and approve for publication a press release announcing their relationship under this Agreement. Itron may not use Customer’s name or any of its logos or marks for any purpose without Customer’s prior, written consent.

18. Nuclear Applications.

Customer acknowledges that products and services orderable under this Agreement are not designed or intended for use in the design, construction, operation or maintenance of any nuclear facility.

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CONFIDENTIAL 11

19. Subcontractor 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. All such subcontractors and outsourcing providers will be bound by written obligations of confidentiality and data security requirements as restrictive as those required under this Agreement. Notwithstanding the foregoing, Itron shall remain primarily responsible for the performance of the Services in conformance with this Agreement and all Order Documents and Schedules.

20. 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.

21. Miscellaneous.

22.1 Neither Party will be responsible for any failure to perform due to any Force Majeure event.

22.2 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.

22.3 Section numbers and captions are provided for convenience of reference and do not constitute a part of this Agreement. Any references to a particular section of this Agreement will be deemed to include reference to any and all subsections thereof.

22.4 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.

22.5 No waiver by either Party of any breach under this Agreement will constitute a waiver of any other breach.

22.6 This Agreement is not made for the benefit of any third parties.

22.7 All notices under this Agreement must be sent in writing to the addresses identified in this Agreement or to such other address as such Party has notified the other in writing, will be effective on the date received (unless the notice specifies a later date) and must be sent by a courier service that confirms delivery in writing, or by certified or registered mail, postage prepaid, return receipt requested. Neither fax nor email may be used to provide any notice required or permitted herein.

22.8 This Agreement is in the English language only, which will be the governing language and controlling in all respects. All versions of this Agreement in any other language will be for accommodation only and are not binding upon the Parties. All communications and notices to be made or given pursuant to this Agreement must be in English.

22.9 Neither party may assign this Agreement or any of its rights hereunder, or subcontract any required performance, without the other Party’s prior, written consent.

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22.10 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.

22.11 This 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.

22.12 Time is of the essence in all provisions herein, in which time for performance is a factor.

22.13 This Agreement, including all Addendums, Schedules, Statement of Work as approved in writing by Customer, and Order Documents, all of which are incorporated by reference herein, 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 written agreement signed by the Parties’ authorized representatives expressly modifying this Agreement. Electronic communications do not constitute a “written agreement” under this provision. Customer shall not be bound by any “click-wrap” approval or acceptance, including any EULA, required for Customer of any end-user to access the Services.
[Signature Page Follows]
DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 870
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AGREED:

Itron, Inc. City of Banning, California
Signature Signature
Douglas Schulze
Printed Name Printed Name
City Manager
Title Title
Date Date
Itron, Inc. Attest
Signature Signature
Sonja De La Fuente
Printed Name Printed Name
Deputy City Clerk
Title Title
Date Date
[Two corporate signatures required.] Approved as to form Richards, Watson & Gershon
Signature
Kevin G. Ennis, Esq.

Printed Name
City Attorney
Title
Date
DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 Rob Farrow
VP Treasury
6/12/2020
6/12/2020
6/15/2020
6/18/2020
871
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Attachment Schedule
SaaS Addendum X
Maintenance & Support Services X
Equipment Addendum X
Professional Services Addendum X
Order Document X
Attachment A – Pricing Summary X
Attachment B – Statement of Work X
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SOFTWARE-AS-A-SERVICE ADDENDUM

1. Relationship to General Terms and Conditions. This Addendum is governed by the General Terms and Conditions and applicable Order Documents.

2. Software-as-a-Service Descriptive Overview. Itron provides customers with an application client or with web browser access to Itron applications running in a shared environment on a Software-as-aService Platform. Itron controls, operates, and maintains the Software-as-a-Service Platform, including application management, data, runtime, middleware, operating systems, virtualization, services, storage, and internal networking, for example.

3. Additional Definitions. The following defined terms are in addition to those defined in the General Terms and Conditions:
“Application Availability” means the total number of minutes in a calendar month that the Software is available via (a) a web browser client and (b) web services interface. A determination of availability will be based on 24x7 accessibility, less any exclusions set forth in the Addendum. This metric will be measured by simulating a login to the Software with a valid username/password. This measures the availability of the hosted environment by exercising all three tiers of the application (i.e., “Presentation Layer”, “Application Tier”, and “Database”).
“Availability Downtime” means the total number of seconds in a Measurement Month of Softwareas-a-Service Platform Severity Level 1 Conditions. “Availability Exclusions (Minutes)” means the total number of seconds in a billing month of Softwareas-a-Service Platform downtime due to (a) (i) scheduled maintenance and unscheduled, emergency maintenance and updates, (b) conditions beyond Itron’s reasonable control, such as (i) failure of any backhaul between the Software-as-a-Service Platform and the meters, endpoints, or other devices; (ii) failures in external Internet or VPN configurations not managed by Itron; (iii) a Force Majeure event; (iv) false reports of unavailability as a result of outages or errors of any Itron measurement system; (v) an act or omission of Customer or third parties (other than Itron’s contractors, subcontractors or suppliers), including security incidents caused by such act or omission; provided such act or omission does not constitute foreseeable use by the Customer of the SaaS Platform (vi) incident investigation or computer failures that could not reasonable have been prevented by Itron; and (vii) failures of thirdparty equipment, hardware, software or services not provided by Itron, and (c) suspension or restriction of service under Section 12.
“Maximum Available Minutes” means the total number of seconds in a Measurement Month minus Availability Exclusions (Minutes).
“Measurement Month” means the then-current calendar month of the Software-as-a-Service Subscription Term.
“Minimum Software-as-a-Service Subscription Term” means the minimum number of annual Software-as-a-Service Subscription Terms that Customer is required to subscribe to, which shall be three (3) years from the Software-as-a-Service Commencement Date unless otherwise stated in the applicable Order Document or Pricing Summary. Notwithstanding the foregoing, and due to the State of California Constitutional Debt Limitation, Customer shall be authorized to terminate the SaaS Subscription at any time, effective at the end of the then current year of the three year term, following not less than thirty (30) days prior, written notice when its elected body determines that sufficient funds are unavailable to continue payment of the Annual Subscription beyond Customer’s current fiscal period..
“Software-as-a-Service Commencement Date” means the earlier of (1) validation of Software-as-aService implementation by Itron pursuant to the applicable Statement of Work, or (2) sixty (60) days after completing application system setup; but in no case, sooner than the date on which the SaaS Platform has been successfully tested at Customer’s premises in accordance with a test plan acceptable to Customer.

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“Software-as-a-Service Platform Severity Level 1 Condition” means that the Software-as-aService Platform is in a System-Down Condition or Critical Business Impact Condition for which there is no work-around. “System-Down Condition” means a condition under which Software-as-a-Service Platform use and operation cannot continue. “Critical Business Impact Condition” means a condition under which a critical business function or process of the Itron system cannot be used by Customer.
“Software-as-a-Service Platform” means the software applications, and software and hardware systems and platforms operated and maintained by Itron to provide Software-as-a-Service (“SaaS”) to Customer.
“Software-as-a-Service Subscription Fee” means the annual fee to subscribe to an Itron application (identified in an Order Document of Pricing Summary) operated and maintained by Itron on its Softwareas-a-Service Platform for use by Customer. “Software-as-a-Service Subscription Term” means an annual subscription to an Itron Software-asa-Service application.

4. Software-as-a-Service Subscription.

4.1. Annual Subscription. Software-as-a-Service is offered as an annual subscription, payable in advance each year during the Software-as-a-Service Subscription Term. The Software-as-aService Subscription Fee will be charged on the number of meters, endpoints, or other devices registered in the head end software or activated by the cellular carrier.

4.2. Identification of Software-as-a-Service Applications. The Software-as-a-Service applications Customer to which Customer is subscribing are identified in Order Document or Pricing Summary to the Agreement.

4.3. Software-as-a-Service Subscription Term.

4.3.1 Minimum Software-as-a-Service Subscription Term. Subject to termination as described in the provisions of the definition of Minimum Software-as-a-Service Subscription Term set forth in Section 3, Customer is required to subscribe to Software-as-a-Service for the Minimum Software-as-a-Service Subscription Term.

4.3.2 Fees. Software-as-a-Service Subscription Fee is identified (by application) in the applicable Order Document or Pricing Summary.

4.3.3 Commencement of Subscription Term. The Software-as-a-Service Subscription Term begins upon the Software-as-a-Service Commencement Date. The Software-as-a-Service Subscription Term will renew automatically for one-year terms, unless Customer notifies Itron of Customer’s intent not to renew ninety days prior to the expiration the then-current one-year term, or Itron notifies Customer within that same time period of Itron’s intent not to renew. The original Subscription Term plus renewal terms may not exceed five (5) years in total, unless otherwise expressly stated in an Order Document.

4.3.4 Effect of Not Meeting Minimum Software-as-a-Service Subscription Term.

Except as provided in Sections 3 and 4.3.1, in the event that Customer does not subscribe to Software-as-a-Service for the Minimum Software-as-a-Service Subscription Term, Itron will invoice Customer an amount equal to unpaid Software-as-a-Service Subscription Fees through the end of the Minimum Software-as-a-Service Subscription Term. Customer must pay that amount within thirty (30) days from receipt of invoice.

4.4. Invoicing & Payment. Itron will invoice Customer the Software-as-a-Service Subscription Fee for the first year of service upon the Software-as-a-Service Commencement Date. Thereafter, Itron will invoice Customer the annual Software-as-a-Service Subscription Fee upon the anniversary of the Software-as-a-Service Commencement Date. The Subscription Fee is identified in the Order Document or Pricing Summary identified with this Agreement.

5. Software License Option. A Software License Option, if purchased by Customer, will be identified and priced in the Order Document or Pricing Summary. If Customer has purchased a Software License DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 874
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Option, Customer shall have the right at any time during the Software-as-a-Service Subscription Term to license the Itron software applications, for use at Customer’s premises, under Customer’s Softwareas-a-Service subscription. There shall be no charge to Customer to license the Itron Software applications. The software license terms in the Software License Addendum to the General Terms and Conditions shall apply.

Customer and Itron shall agree upon a statement of work to migrate the software applications and data from Itron’s Software-as-a-Service environment to an operating environment located on Customer’s premises or to a third-party environment in which the Itron software applications can be operated. Itron is under no obligation, however, to customize or modify its software applications to perform in Customer’s operating environment or that of a third-party, or to provide any middleware, operating systems, virtualization, services, storage, or networking required for the applications to perform in Customer’s operating environment or that of a third-party.

The Software-as-a-Service Subscription Term shall cease upon completion of the migration of the software applications and data from Itron’s Software-as-a-Service environment to an operating environment located on Customer’s premises or to a third-party environment, as otherwise agreed upon between Itron and Customer under the migration statement of work. Customer will not be required to pay any amounts under Section 4.3.4 in the event Customer exercises its Software License Option prior to the end of the Minimum Software-as-a-Service Subscription Term.

6. Monthly Availability % Service Level.

6.1. Service Level. The Monthly Availability % service level for the Software-as-a-Service Platform will meet or exceed 99.5%. Monthly Availability % will be individually measured and calculated for each Software-as-a-Service application each Measurement Month. Itron records and data will be the sole basis for all Monthly Availability measurements and calculations.

6.2. Service Level Formula. Monthly Availability % is the total number of Maximum Available Minutes less Availability Downtime divided by Maximum Availability Minutes for a Measurement Month.

Monthly Availability Service Level Percentage is reflected by the following formula.

Monthly
Availability
%
= Maximum Available Minutes− Availability Downtime
Maximum Availabiliy Minutes (100)

7. Documentation. Itron will provide Customer with a standard set of Documentation for the Software-asa-Service, such as user manuals and training materials, and will update the same as applicable.

8. Sizing of Software-as-a-Service. Itron will size its applications, platforms, and systems for Customer’s specific system deployment of Software-as-a-Service. System sizing depends on the application and types of devices and sensors – and may be a factor in determining Software-as-a-Service subscription fees. Sizing criteria may include: number of system endpoints, number of collectors, number of repeaters or range extenders, 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. Sizing changes during the Software-as-a-Service subscription term will require a Change Order and may result in a change in subscription fees.

9. Application Upgrade & Fixes. Itron usually releases application upgrades annually, if available, containing new features and functions to the latest general release. Application hot fixes will be performed as needed, as determined by Itron.

10. Conditions on Use of Service. Customer will use of the Software-as-a-Service only in accordance Itron user guides, these Software-as-a-Service terms, the General and Special Terms and Conditions, and applicable laws and government regulations. The rights of any user to access and use the Software-as-a-Service cannot be shared or used by more than one individual (unless such license is DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 875
CONFIDENTIAL 18
reassigned in its entirety to another authorized user), and Customer shall make every reasonable effort to prevent unauthorized third-parties from accessing the Software-as-a-Service.

11. Restrictions. Customer is not permitted to (1) remove or modify any program markings or any notice of Itron’s or its licensors’ proprietary and intellectual property rights, (2) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Software-as-a-Service, (3) access or use the Software-as-a-Service in order to build or support, and/or assist a third-party in building or supporting, products or services competitive to Itron, (4) use the Software-as-a-Service on a service bureau basis, except under formal written agreement with Itron; or (5) combine the Softwareas-a-Service with any application, software, hardware, equipment, product, or service, except as contemplated by these Software-as-a-Service terms or as expressly authorized by Itron in advance, in writing.

12. Suspension or Restriction of Service. Following not less than ten (10) business days’ prior, written notice, Itron may suspend or restrict all or part of Customer’s use of Itron’s Software-as-a-Service at any time until further notice to protect the integrity and functionality of Software-as-a-Service applications, platform, and systems – or for a material violation of the “Restrictions” or “Conditions on Use of Service” sections that is not promptly cured.

13. Technical Support Services. Itron will make technical representatives available to answer questions related to the use of Software-as-a-Service, including assisting Customer with problems experienced with using the Software-as-a-Service; Itron will provide Customer with contact and process documentation. Training and professional services are not within the scope of technical support services.

14. Customer Technical Responsibilities. Customer is responsible for selecting, acquiring, securing and maintaining all equipment and ancillary services needed to connect to, access, or otherwise use and maintain compatibility with the Software-as-a-Service, at Customer’s sole expense. Prior to commencing SaaS services, Itron shall provide Customer with written confirmation that Customer’s equipment and ancillary services are in compliance with the requirements of this Section 14.

15. User IDs & Passwords. Itron shall provide Customer with user identifications and passwords (“User IDs”) to access the Software-as-a-Service applications. Customer shall be solely responsible for all use of Customer’s subscriptions and accounts. Customer shall maintain the confidentiality of all User IDs assigned to Customer. User IDs may not be shared or used by more than one user.

16. Planned Maintenance. Planned maintenance whenever reasonably practicable will be performed during off-business hours between 6:00 p.m. to 12:00 a.m. Customer’s local time, with as little disruption to Customer’s use of the Software-as-a-Service as possible, and unplanned maintenance, whenever reasonably practicable, shall also be performed during off-business hours between 6:00 p.m. and 12:00 a.m., Customer’s local time.

17. Unplanned Maintenance. Itron will provide Customer with notice of unplanned maintenance as soon as reasonably practical; Itron will endeavor to minimize Software-as-a-Service disruptions.

18. Monthly Service Level Reporting. Itron will provide Customer with a monthly report that identifies daily SaaS performance and monthly average Availability, and identifies any period during which the required monthly Availability was not met. If in a given month, Itron does not meet the Application Availability service level, the report will state the reason the service level was not achieved and describe the corrective actions taken.

19. Service Level Remedy. If for a particular application Itron fails to meet the minimum required Availability service level for that application for three consecutive months, Customer may – as its sole remedy – terminate Customer’s subscription to the affected application. Itron will refund any amounts prepaid for the balance of that year’s Software-as-a-Service Subscription Fee from the date of effective termination, and Customer will not be required to pay any amounts under Section 4.3.4 with regard to the affected application if Customer terminates service under this Section in advance of expiration of DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 876
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the Software-as-a-Service Minimum Subscription Term.

20. 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 our uptime SLAs. Itron will conduct daily backups of back office application configuration files and associated data. These backups are for operational purposes only and are not a disaster recovery solution or a solution to be used by the Customer for testing or analysis purposes. Itron will periodically test the restore capability of its business continuity solution. System and database backups are performed via a schedule to provide for a full weekly backup and daily differential backups. System backups and snapshots are also taken prior to any system change that has been approved via the Itron Global Managed Services Change Control Board. The system can be recovered from the backup in an event of a failure. Business Continuity is designed to provide recovery for component failures within a datacenter, this does not provide coverage for the loss or connectivity to a datacenter. If a more robust mitigation solution is required by Customer, geo-diverse disaster recovery options can be discussed and priced as a more fault tolerant solution.

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 hours.

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MAINTENANCE & SUPPORT SERVICES ADDENDUM

1. Relationship to General Terms and Conditions. This Addendum is governed by the General Terms and Conditions and applicable Order Documents.

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 which shall not exceed __5%__ (five percent) of the prior year’s amount.

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 Support Services Contacts”, “Itron Equipment Repair Center Locations”, and “Working Effectively with Itron Client Services”. Copies of the Client Services Guidelines Documents may be obtained by calling (877) 487-6602 or such other number or process provided by Itron to Customer.

Covered Equipment means Itron equipment identified as “Covered Equipment” in an Order Document.

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

Covered Software means Itron software identified as “Covered Software” in an Order Document.

Error means a material failure of Covered Software to comply with applicable published Itron specifications and/or a failure in functionality preventing Customer’s full use of the affected application or Software.

Fix means a correction or workaround for an Error.

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

M&S Commencement Date means the date set forth in the applicable Order Document upon and after which a Covered Product will be entitled to receive Maintenance Services.

Maintenance Billing Cycle means a period of one year beginning on the Effective Date or any anniversary thereof.

Maintenance Services means services provided under this Addendum.

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

Principal Services Contacts means Customer’s principal Itron relationship contacts for all Maintenance Services.

Service Levels means the response time, effort level, and escalation path procedures and guidelines described in Attachment A-1 to this Addendum.

Software Release means a collection of Fixes or Improvements made available by Itron to Customer.

Service Request means a request initiated by Customer for Technical Support Services.

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

Third Party Covered Products means third-party equipment and third-party software identified as “Third Party Covered Products” in an Order Document.

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3. End of Support. Itron may discontinue Maintenance Services for any Covered Equipment or Covered Software, effective as of the end of the applicable Maintenance Billing Cycle, by giving Customer 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 Customer 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 Customer’s request, Itron may elect to provide custom support for products for which Maintenance Services have been discontinued at Itron’s then-current rates. Unless otherwise agreed by the Parties in accordance with the foregoing sentence, Itron shall have no obligation to provide Maintenance Services with respect to Covered Products for which Itron has discontinued Maintenance Services.

4. Principal Services Contacts.
a. Designation by Customer. Customer shall designate a minimum of one and not more than three Principal 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. Principal 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 Customer’s sole right to choose its Principal Services Contacts, Customer and Itron acknowledge that each Principal Services Contact must have the appropriate technical skills and training for the position. If Customer replaces a Principal Services Contact, Customer will provide updated contact information to Itron’s customer account representative, and the new Principal Services Contact will be properly trained in accordance with this Addendum prior to interfacing with Itron support personnel. b. Training of Principal Services Contacts. Before a Principal Services Contact interfaces with Itron support personnel, he/she will attend training sessions offered by Itron, an Itronapproved trainer, or Customer’s training program approved by Itron to ensure that the Principal 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. Customer may perform Itron-approved training or may engage Itron to perform training of Principal Services Contacts at Itron’s then current rates.

Itron will make training sessions available by remote conference or training will be made available at a location agreed upon by the Parties. Customer shall be responsible for all Customer’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 Customerproposed facility), Customer will also reimburse Itron’s travel-related expenses agreed to in advance, in writing, by Customer. The Principal Services Contacts must have the skills and capabilities to train other Customer personnel on Covered Products.

5. Technical Support Services & Service Requests.
a. Technical Support Services. Itron will make support representatives available to provide Technical Support Services during its then current normal business hours as set forth in the “Itron Support Services Contacts”. Technical Support Services include troubleshooting, problem diagnosis relating to Covered Products, Itron provided endpoints, and the Itron provided systems in which they are deployed; release or system management consulting; and recommendations for fully utilizing Covered Products. Customer acknowledges and agrees that Technical Support Services are not intended as a substitute for training of Customer personnel, field support, or Itron professional services. Nor will Customer use Technical Support Services in lieu of having qualified and trained support personnel of its own.

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b. Service Request Process. Customer shall submit Service Requests in the manner required by the Client Services Guidelines Documents and Service Levels. Customer may submit Service Requests on a 24/7/365 basis and Itron will respond to such Service Requests in accordance with the Service Levels. When Customer submits a Service Request, Customer will reasonably assess its urgency according to the appropriate Severity Level in Attachment A-1 to this Addendum. Itron will designate the Severity Level and the Parties will resolve any disagreement regarding the Severity Level designation as soon as is reasonably practical.
c. Field Support. At Customer’s request, and Itron’s approval, Itron will dispatch support personnel to Customer’s location to provide onsite Technical Support Services (“Requested Field Support”) related to a reported problem. Subject to Customer’s prior, written agreement, requested Field Support will be billed at Itron’s then-current rates, and Customer will reimburse Itron’s travel-related expenses, unless the cause of the reported problem is found to be the fault of Itron.

6. Itron Software Maintenance.
a. Fixes. Itron shall provide Fixes in accordance with the Service Levels. Itron’s obligations with respect to Service Levels are contingent upon Customer (i) devoting the same level of effort to resolving the Error as is required of Itron, (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.
b. Documentation and Backup. Itron will make an electronic copy of the Documentation available to Customer 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 Software to be made available to Customer or installed by Itron as necessary in the event of corrupted or inoperative Covered Software. Said copy of executable Covered Software does not relieve Customer of its responsibility to backup and managed its on-premise software installation as part of ongoing system operation. c. Improvements. Itron shall provide Improvements, if any, at no charge if such Improvements are made available to Itron customers generally at no charge. d. Software Releases.
i. Release Numbering Convention. Fixes and/or Improvements are made available to customers through periodic Software Releases. For informational purposes, Itron’s current practice (which may be changed at any time in Itron’s discretion) is to provide Software Releases using the numbering convention "XX.YY.ZZ."
• The "XX" in Itron’s numbering convention refers to a "System Release," which is a new version of Covered Software. A System Release may include Fixes, Improvements or interfaces to new functional modules or platforms not previously supported by Itron.
• The "YY" in Itron’s numbering convention refers to a "Service Pack Release," which is an update to a System Release. Service Pack Releases may include Fixes or Improvements and are provided to Itron customers generally on a periodic basis.
• The "ZZ" in Itron’s numbering convention refers to a "Hot Fix Release," which is an un-scheduled release provided to one or more customers as a short-term, temporary fix to a 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 Service Pack for general release.
ii. Support for Itron Enterprise Edition and OpenWay Software. Itron will only provide Maintenance Services for Itron Enterprise Edition and OpenWay software DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 880
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if the following conditions are met: Customer must be operating either the most recent System Release or prior System Release running the most current Service Pack Release. In addition, Customer must test and install Service Pack Releases associated with the System Release in use by Customer within twelve (12) months of such Service Pack Releases being made available to Customer. Customer must fully test and upgrade to the latest System Release at least every twenty-four (24) to thirty-six (36) months.
iii. Support for Other Covered Software. For all other Covered Software, Itron will only provide Maintenance Services if the following conditions are met: Customer must be operating the most recent System Release and the two prior Service Pack Releases. Customer will test and install System Releases and Service Pack Releases within twelve (12) months of such Software Releases being made available to Customer.
iv. Support for Unsupported Itron Software. At Customer’s request, Itron may elect to provide Maintenance Services for an unsupported Software Release at its thencurrent rates. v. Mandatory Revisions. Customer must install all Mandatory Revisions. “Mandatory Revisions” are releases intended to address an Error, a material security breach, or a third-party infringement claim or suit of any kind. ITRON DISCLAIMS ALL LIABILITY RELATED TO OR ARISING OUT OF CUSTOMER’S FAILURE TO INSTALL A MANDATORY REVISION IN A TIMELY FASHION. e. Installation Services for Software Releases. Maintenance Services for Covered Software include the following Software Release installation services: limited remote consulting support for all Covered Software on Itron-approved server configurations for one production server and one non-production server owned (test, training, or back-up – for example) / operated by Customer. At Customer’s request, Itron may provide Software Release installation services for System Releases or Service Packs on current severs or additional production or nonproduction servers at its then-current rates. f. Restoring Software to Maintenance Services. If Customer declines or discontinues Maintenance Services and thereafter wishes to resume such Maintenance Services for the most recent Software Release of that Covered Software, Customer 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 Software if Customer had not elected to decline or discontinue Maintenance Services for that Covered Software, plus a five percent (5%) markup, in addition to prorated Annual Fees for the thencurrent Maintenance Billing Cycle. g. Exclusions. Itron shall have no obligation to provide Maintenance Services for, or liability to Customer for Covered Software adversely affected by (i) use of Covered Software in combination with software, equipment, or communications networks not authorized by Itron or referenced in the Documentation as compatible, but not including Customer’s operating systems, software, and equipment normally used in Customer’s day to day operations ; (ii) modification to Covered Software or Covered Software installation instructions / scripts by anyone other than Itron, (iii) failure to perform Customer responsibilities described in this Addendum, (iv) the use of a version of Covered Software that is not supported by Itron; (v) Customer’s failure to implement a hot fix or Mandatory Revision provided by Itron within the timeframe set forth herein; (vi) maintenance and/or support of products other than by Itron; or (vii) viruses introduced through no fault of Itron. h. Customer Responsibilities.
i. Remote Access. Customer is responsible to support remote access to Covered Software by Itron support personnel assigned to provide Maintenance Services for purposes of remote diagnosis and troubleshooting of Covered Software. Itron shall DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 881
CONFIDENTIAL 24
not be liable for any delay or failure to resolve a problem if remote access to Covered Software is denied to Itron.
ii. System Configuration, Operation and Maintenance. Customer is responsible for the configuration, operation, and maintenance of equipment, system peripherals, operating system, and data communications environment associated with 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. Customer is responsible for any change made to Customer’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 Covered Software. Customer will consult with Itron prior to making any material changes that may affect the installation or operation of Covered Software. iii. Network Administration. Customer 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 Software—to ensure continued conformance with the applicable published Itron specifications. In addition, Customer is responsible to administer related host names, Internet Protocol addresses, network interfaces, access, security, communications, and equipment and software version control. iv. Database Administration. Customer is responsible to administer the agreed upon database(s) associated with 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. Customer 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.
v. Data Review. If Itron determines that it is necessary to evaluate Customer data to reproduce error conditions not reproducible with Itron’s standard test data sets, Customer 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 Customer data is denied to Itron. Access to and security of all such Customer data shall be subject to the confidentiality obligations set out in the General Terms and Conditions.

7. Itron Equipment Maintenance.
a. Preventive and Corrective Maintenance. Upon receipt of an item of Covered Equipment, 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.
b. Maintenance Procedures. Customer shall initiate a request for Maintenance Services for Covered Equipment by delivering the Covered Equipment to the applicable Itron address identified on the Itron Equipment Repair Table. Return of Covered Equipment shall be at Customer’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 Customer and not otherwise excluded from coverage. If the returned equipment is determined to be Covered DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 882
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Equipment and the maintenance requested is included in the Maintenance Services ordered by Customer, Itron shall provide the applicable Maintenance Services and return the item of Covered Itron Equipment to Customer 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 Customer, then Itron will proceed in accordance with Section 7.4 below.
c. Exclusions. Covered Equipment Maintenance Services do not include repairs related to:
(i) damage due to 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 deinstallation 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) Customer’s failure to perform material Customer responsibilities in accordance with this Addendum, including caring for Covered Equipment in accordance with applicable Documentation.
d. Estimation Fees. Itron will provide Customer 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 are excluded from or not included within the Maintenance Services ordered by Customer. If Customer elects not to proceed with the requested repair, Itron will return the item of equipment at Customer’s expense and Itron may charge Customer its then-current inspection fee. Any increase in inspection fee not to exceed more than 5% annually. Adding/Restoring Equipment to Maintenance Services. Following the Effective Date, additional Covered Equipment purchased by Customer, 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 Customer 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 Customer’s request, Itron will provide Customer with a quote for estimated Re-initiation Costs for equipment that Customer wishes to add or restore as Covered Equipment under this section.
e. Equipment Responsibilities. Itron shall make available, and Customer shall obtain, a copy of the Documentation for Covered Equipment and Customer will be responsible to perform preventive maintenance for each such item in accordance with such Documentation. Customer shall also keep accurate records of Covered Equipment serial numbers and locations to assist Itron with performing Maintenance Services.

8. Fees and Invoicing. As compensation for the Maintenance Services, Customer shall, in advance, pay to Itron Annual Fees for each Maintenance Billing Cycle in which it receives Maintenance Services. Itron shall invoice Customer for Maintenance Services to be provided during the first Maintenance Billing Cycle as soon as practicable following the Effective Date. For Maintenance Services provided during any subsequent Maintenance Billing Cycle, including Maintenance Services for newly purchased or licensed Covered Products, Itron shall provide Customer with a renewal notice at least 120 days prior to the commencement of each Maintenance Billing Cycle. Customer may discontinue Maintenance Services for any Covered Product(s) by providing Itron with written notice of non-renewal for such Covered Product(s) no less than 90 days prior to the commencement of any subsequent Maintenance Billing Cycle.

Otherwise, approximately 20 days prior to the commencement of each subsequent Maintenance Billing Cycle, Itron shall provide Customer with an invoice for Annual Fees payable by Customer DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 883
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for the forthcoming Maintenance Billing Cycle. Itron may, in its discretion, invoice Customer for Maintenance Services for a Covered Product that is added during any Maintenance Billing Cycle as soon as such Maintenance Services have been added (at a prorated amount) or at the beginning of the next Maintenance Billing Cycle. The Annual Fee for any partial Maintenance Billing Cycle (i.e., for Covered Products with a Maintenance Commencement Date or an increase in the applicable Annual Fees that falls after the beginning of the Maintenance Billing Cycle) shall be prorated based on the applicable M&S Commencement Date or Annual Fee increase date and the remaining number of months Customer is to receive Maintenance Services during such Maintenance Billing Cycle.

9. Support for Third Party Products. Itron shall provide first tier Technical Support Services for Third Party Products by handling all Customer 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 Customer’s receipt of maintenance and support for such Third Party Products 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 Products shall be as set forth in this section.

10. Survival. The following sections of this Addendum shall survive termination or expiration of this Agreement or any Order Document or Statement of Work: Section 3 (End of Support), 6.7 (Exclusions), 7.4 (Exclusions), Section 8 (Fees and Invoicing) and 10 (Survival).

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Attachment 1 to Maintenance & Support Services Addendum – Software Maintenance & Support Service Levels –
Severity Level Response Times Effort Level and Escalation Path
Severity Level 1. Critical
Business Impact / System
Down: An Error for which there
is no work-around, which causes
the Itron product or a critical
business function / process
(including system billing) of an
Itron system to be unavailable or
such that system use and
operation cannot continue.
“Error” means a failure of the
product or system to
substantially comply with
applicable specifications.
*Severity 1 errors must be
reported by phone to initiate the
Severity 1 response
process. Service Requests
(“SRs”) initiated by email or web
interface are logged as a
Severity 3 until reviewed by Itron
technical support services
management team (“TSS
Management Team”) and
validated as a higher priority.

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

During regular business-hours
Itron will begin the SR process
during Customer’s initial call.

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

Following the investigation
response, Itron will update
Customer at three (3) hour
intervals during each day the
SR remains unresolved, or as
otherwise agreed by the
Parties.

Customer will respond to an
Itron inquiry or request within
three hours.

Itron will make diligent efforts on
a 24x7 basis*, or as otherwise
agreed by the Parties. An SR
shall be escalated to Itron’s TSS
Management Team if a Fix is not
provided within one (1) business
day of Itron's receipt of the
Customers call and creation of
the SR.
*24X7 support for Severity Level
1 Errors is not currently available
for Itron Meter products, energy
forecasting and load research
products, and distribution
products.

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Severity Level Response Times Effort Level and Escalation Path
Severity Level 2. Moderate
Business Impact / Degraded
Operation: An Error other than
a Severity Level 1 Error, for
which there is no work-around,
which limits access or use of the
product or a business function,
causing the system to miss
required business interface or
deadlines. The system remains
available for operation but in a
restricted fashion.
*Severity 2 errors must be
reported by phone to initiate the
Severity 2 response
process. SRs initiated by email
or web interface are logged as a
Severity 3 until reviewed by Itron
TSS Management Team and
validated as a higher priority.

Itron will respond to a
Customer SR within one (1)
business day and will update
the SR at least every other
day.

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

Itron will make diligent efforts
during normal business hours.

SRs shall be escalated to Itron’s
TSS Management Team if a Fix
is not provided within three (3)
business days of Itron’s receipt of
Customer’s call and creation of
the SR.
“Fix” means a correction of an
Error, including a work-around, in
order for product to function in
accordance with applicable
specifications.

Severity Level 3. Minor
Business Impact /
Compromised Operation: An
Error other than a Severity Level
1 or Severity Level 2 Error that
has an inconvenient use of or
aces to a product function. (e.g.,
a feature is not working as
documented but a work-around
is available and significant
business functions are not
materially impaired).

Itron will respond to Customer
SR within two (2) business
days.

Itron’s TSS Management Team
will make diligent efforts during
normal business hours.

Severity Level 4. No Business
Impact / Standard Operation:

An Error other than a Severity
Level 1, Severity Level 2 or
Severity Level 3 Error. Generally
a cosmetic Error or an Error
which does not degrade
Customer’s use of the product or
system.

Itron will respond to Customer
SR within three (3) business
days, or as otherwise agreed
by the Parties.

Itron TSS Management Team will
make commercially reasonable
efforts during normal business
hours.

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Severity Level Response Times Effort Level and Escalation Path
Severity Level 5. Customer SR
for an enhancement or new
functionality.

N/A The SR will be evaluated as a
potential, future product
enhancement. If the
enhancement or new functionality
requires more immediate
attention for Customer, Itron will
engage Itron’s professional
services group to create a
customized proposal for
Customer, at Itron's then-current
services rates.

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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.

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 Customer under this Agreement that is manufactured by or on behalf of Itron.

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

Warranty Period means the Itron Equipment warranty period, commencing upon the actual ship date, which shall be one (1) year, if no other applicable Warranty Period is specified in the Order Document, or the Warranty period set forth in the Order Document, if the Order Document specifies the applicable Warranty Period.

3. Ordering Equipment. Customer shall order Equipment by issuing a Purchase Order to Itron in accordance with this Agreement.

4. Invoicing. Itron will invoice Customer for Equipment upon the date of shipment.

5. Ordering, Lead Time & Ship Date. Scheduled shipping dates will be assigned by Itron as close as possible to Customer’s requested date based on Itron’s then-current lead times for the Equipment.

Upon Customer’s request, Itron will communicate current lead times. Itron will also communicate scheduled shipping dates in the order acknowledgment or on Itron’s customer portal.

6. Order Cancellation & Rescheduling. Provided Itron is not then in breach of this Agreement, Purchase Orders for Equipment may not be canceled or rescheduled by Customer, unless agreed to by Itron.

7. Forecasts. Each month Customer will provide Itron with a rolling, nonbinding, minimum 12-month, non-binding forecast of Customer’s anticipated Equipment demand.

8. Shipment, Title & Risk of Loss. For shipments within the United States, Itron will ship Equipment FOB Destination. Customer must pay for all costs associated with delivery of Equipment to the final destination. Title and risk of loss of Equipment will pass to Customer upon receipt in undamaged condition by Customer. For shipments outside the United States, Itron will ship Equipment FCA Origin (Incoterms 2010). Equipment will be delivered export cleared to Customer at the production facility. Customer will act as the Importer of Record (IOR) for Equipment and assumes all costs associated with delivery of Equipment to the final destination, including transportation after delivery to carrier and any licensing, certifications, permits, customs fees, import/local taxes, provincial/national tax, and value added tax related to importation of Equipment. Itron will provide all necessary information required for Customer to import Equipment. Title to and risk of loss for Equipment passes to Customer upon tender to the carrier at the production facility.

9. Documentation. Itron will make its standard, current Documentation for Itron Equipment available via download. Itron will provide Customer with download instructions.

10. Equipment Firmware. The purchase of Itron Equipment includes a nonexclusive license under Itron copyrights to use Firmware in Itron Equipment. The license to any Firmware in Third-Party Equipment purchased by Customer through Itron shall be between Customer and the manufacturer of the ThirdParty Equipment.

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11. Returns. Except as provided in Section 12 below, Itron does not accept returns 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.

12. Limited Itron Equipment Warranty. Itron warrants solely to Customer that, during the Warranty Period, Itron Equipment will be free from defects in materials and workmanship and will conform in all material respects to the applicable Itron published specifications. As Customer’s sole and exclusive remedy for a breach of the foregoing warranty, Itron will, at its option and expense: (i) repair or replace faulty Itron Equipment under warranty after it has been returned to an Itron-designated repair facility during the Warranty Period in accordance with Itron’s then current RMA policy and procedures, (ii) provide Customer with a Firmware or software fix to correct the nonconformity, or (iii) if Itron determines (in its reasonable judgment) that it is unable to provide a remedy specified in item (i) or (ii) of this section, Itron will provide Customer with a depreciated refund of the purchase price for the applicable Itron Equipment. Itron will pay the cost of shipping Itron Equipment to and from Customer provided, however, that if the parties agree that the Equipment is not eligible for warranty service following receipt by Itron, then Customer shall pay any required shipping costs.. Customer is responsible for any labor costs associated with removal or reinstallation of Itron Equipment. Repaired and replacement Itron Equipment will be warranted for the remainder of the Warranty Period, or sixty (60) days from the ship date of the repaired or replaced Itron Equipment, whichever is longer.

13. Itron Equipment Warranty Exclusions. The above warranty does not cover Itron Equipment in poor operating condition due to: (a) changes made to Itron Equipment without Itron’s prior written consent; (b) use with cables, mounting kits, antennas, battery backups and other devices, third party software or firmware that Itron has not provided to Customer or approved in writing for use with Itron Equipment; (c) Customer’s or a third party’s misuse, abuse, negligence, or failure to install, test, handle or operate Itron Equipment in accordance with its Documentation or as directed by Itron; (d) a Force Majeure event; or (e) incorrect data, or data entry or output by Customer or a third party not under Itron’s control.

Customer may request that Itron repair Itron Equipment damaged by any of the foregoing; if Itron agrees to make such repairs, Customer may be charged additional Fees.

14. Integration of Itron Equipment. If Customer purchases Itron Equipment for integration into third-party devices or other third-party hardware, Customer must obtain warranty service for the Itron Equipment from the third-party integrated device provider.

15. Third-Party Equipment Warranty. Itron is not the manufacturer of the 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 noninfringement 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 Customer, or make commercially reasonable efforts to enforce on Customer’s behalf, any warranties and remedies received from the Third Party Equipment manufacturer.

16. 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 (Invoicing), 6 (Order Cancellation & Rescheduling), 8 (Shipment, Title & Risk of Loss), 10 (Equipment Firmware), 11 (Returns), 12 (Limited Itron Equipment Warranty), 13 (Itron Equipment Warranty Exclusions), 14 (Integration of Itron Equipment), 15 (ThirdParty Equipment Warranty) and 16 (Survival).

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Itron Equipment Warranty table
Product or Repair Warranty Terms and Additional Warranty Terms 100W and 100W+ series Water
Module (including battery)
Each 100W and 100W+ series Water Module (including battery) receives a 20-year warranty consisting of 10 years of warranty coverage under Section 12 (Itron Equipment Warranty) followed by 10 years of discounts against replacement products, as described below:

Warranty Period: 10 years from date of shipment
Discount Period: If a 100W or 100W+ series 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 13 (Itron Equipment Warranty Exclusions), Itron will provide Customer with a discount off Itron’s then-current list price for any available Itron water module to replace the failed 100W or 100W+ series Water Module (including battery) per the discounts set forth below:

Discount Period Discount
Years 1 through 5 50%
Years 6 through 10 25%
Itron does not guarantee that replacement water modules will be backwards compatible.

Warranties on 100W and 100W+ series Water Modules shall be void if the module is used in connection with a third-party reading system that has not been approved by Itron in writing.

CAM Warranty Period: 5 years from date of shipment
CENTRON and SENTINEL
electricity meters
Warranty Period: 3 years from date of shipment
Intelis Gas Meter Warranty Period: 3 years from date of shipment OpenWay Riva Leak Sensor Warranty Period: 5 years from date of shipment.

OpenWay Riva Water Module
(including battery)
Each OpenWay Riva Water Module (including battery) receives a 20- year warranty consisting of 10 years of warranty coverage under Section 12 (Itron Equipment Warranty) followed by 10 years of discounts against replacement products, as described below:

Warranty Period: 10 years from date of shipment
Discount Period: If a OpenWay Riva 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 13 (Itron Equipment Warranty Exclusions), Itron will provide Customer with a discount off Itron’s thencurrent list price for any available Itron water module to replace the failed OpenWay Riva Water Module per the discounts set forth on the following page:

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Discount Period Discount
Years 1 through 5 50%
Years 6 through 10 25%
Itron does not guarantee that replacement water modules will be backwards compatible.

Warranties on OpenWay Riva Water Module shall be void if the module (1) is used in connection with a third-party reading system that has not been approved by Itron in writing, (2) is configured to other than factory default network settings of 60 minutes of interval data, three network transmissions per day, or (3) exceeds 5 firmware downloads over the life of the product.

METRIS Meters and I-250
Meters
Additional Warranty Terms: Itron warrants that eighty five percent (85%) or more of the METRIS Meters and I-250 Meters shipped to Customer during any calendar year will be free from defects in materials and workmanship such that they maintain set point calibration that is within two percent of their original factory set point calibration (open and check) (“Calibration Warranty”). The foregoing Calibration Warranty is valid until the earlier of (i) 15 years from shipment to Customer of the METRIS Meter and I-250 Meter for which warranty coverage is sought, (ii) the measurement of more than one million cubic feet of gas measured by such meter, or (iii) until such meter is replaced by Customer in connection with a periodic meter change-out.

Repairs or updates for out-ofwarranty electricity metersAdditional 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 Customer the amount paid for the repairs/updates. Customer must report any deficiencies in repair work to Itron in writing within 90 days of shipment to receive the remedies described herein
Socket Based Router, Pole
Mounted Router, and Routing
Node
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 Customer the amount paid for the repairs/updates. Customer 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.

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PROFESSIONAL SERVICES ADDENDUM

1. Relationship to General Terms and Conditions. This Addendum is subject to the General Terms and Conditions including, but not limited to, all indemnity and insurance provisions, and applicable Order Documents.

2. Additional Definitions. The following defined terms are in addition to those defined in the General Terms and Conditions:

Change means a change to the scope of Professional Services or related deliverables to be provided by Itron under a Statement of Work.

Change Request means a request made by Itron or by Customer for a Change.

Change Order means a written document describing a Change agreed to by Itron and Customer that is signed by both Parties.

Professional Services means professional services such as installation services, implementation services, consulting services and project management services and other similar services described in a Statement of Work, but excluding cloud services, managed services and support and maintenance services.

3. Statement of Work Requirement. Itron has no obligation to provide Professional Services in the absence of a Statement of Work agreed to by Itron and the Customer and a Purchase Order issued by Customer to purchase Professional Services under that Statement of Work. Customer shall order Professional Services by issuing a Purchase Order to Itron in accordance with this Agreement.

4. Expenses. Customer will reimburse Itron for reasonable out-of-pocket travel-related expenses approved in advance in writing by Customer that are incurred by Itron relating to the provision of Professional Services.

5. Invoicing. Itron will invoice Customer for Professional Services as set forth in the applicable Order Document or Statement of Work. Unless otherwise provided in the applicable Order Document or Statement of Work, Itron will invoice Customer for Professional Services at the end of the month in which they are performed and for expenses as incurred.

6. Customer Responsibilities. Customer shall timely perform all its agreed-upon, assigned roles, responsibilities and tasks under each Statement of Work using qualified personnel. Customer shall also provide Itron with reasonable cooperation with respect to the Professional Services, including for example, by providing Itron with reasonable access to Customer’s facilities, service territory, personnel, systems, and information.

7. Reference Information. If Customer provides Itron any designs, technical information, or other information required by Itron to provide Professional Services and/or related deliverables (collectively, “Reference Information”), Itron shall be entitled to rely on the accuracy of such information and documents. To the extent Customer’s failure to provide accurate and complete Reference Information, without fault of Itron, results in any delay or increases Itron’s cost of performing Professional Services, the delay shall be excused, and Itron shall have the right to increase its Fees as necessary to offset its increased costs, as documented, of performing Professional Services. Itron will provide Customer with reasonable evidence of its increases costs of performing the Professional Services and will make commercially reasonable efforts to minimize such costs to the extent practicable under the circumstances.

8. Delays. To the extent Customer’s failure to adhere to Customer’s responsibilities and requirements under an Order Document or Statements of Work results in any delay or increases Itron’s cost of performing Professional Services, the delay shall be excused, and Itron shall have the right to increase DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 892
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its Fees as necessary to offset its increased costs, as documented, of performing Professional Services. Itron will provide Customer with reasonable evidence of its increases costs of performing the Professional Services and will make commercially reasonable efforts to minimize such costs to the extent practicable under the circumstances.

9. Express Warranties for Professional Services. Itron warrants to Customer that Professional Services will be provided by personnel with the requisite experience, skills, knowledge, training and education and in a timely, professional, and workmanlike manner in accordance with the applicable Statement of Work

10. Remedies. As Customer’s exclusive remedy for any material noncompliance by Itron with the express warranties provided above for Professional Services, Itron shall correct the noncompliance within a reasonable period of time under the circumstances, if Customer gives Itron written notice (which notice must describe the noncompliance in sufficient detail to enable Itron to provide the required corrective action) within ninety (90) days of performance of the applicable noncompliant Professional Services.

Itron, in its sole discretion, is unable to correct the noncompliance, its sole obligation will be to refund to Customer a pro-rata amount paid for the nonconforming Professional Services.

11. Change Requests & Change Orders. Either Party may propose a Change Request. All Changes must be approved pursuant to the Change Order. The Parties will adhere to any Change Request procedures set forth in the applicable Order Document or Statement of Work. If Itron receives a Change Request from Customer, Itron will prepare and submit a proposed Change Order to Customer describing the Change and associated increase or decrease, in fees. No Change Order will be binding upon Customer or Itron unless signed by authorized representatives of both Parties. All Change Orders will be governed by the terms and conditions of this Agreement.

12. Project Deliverables. Itron shall provide Customer with project-related documentation and other deliverables identified in the applicable Statement of Work. Customer shall have a non-exclusive, nontransferable license to use such documentation and other deliverables for Customer’s internal business in furtherance of the purpose for which they were provided by Itron. For clarity, the foregoing license does not apply to software or firmware licensed by Customer under other Addenda to this Agreement.

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), 3 (Statement of Work Requirement), 4 (Expenses), 5 (Invoicing), 7 (Reference Information), 8 (Delays), 9 (Express Warranties for Professional Services), 10 (Remedies), 11 (Change Requests & Change Orders), 12 (Project Deliverables) , and 13 (Survival).

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ORDER DOCUMENT
This Order Document is governed by the City of Banning Master Sales Agreement between Customer and Itron, effective as of the date last signed above, including any amendments thereto (the “Agreement”).

Except as otherwise defined in this Order Document, capitalized terms herein have the meanings assigned to them in the Agreement.

This Order Document applies only to the products and services described in the pricing summary attached thereto as Attachment A and the Statement of Work attached hereto as Attachment B.

Except as otherwise expressly provided or modified in this Order Document, the (i) terms and conditions of the Agreement remain in full force and effect, and (ii) this Order Document , the Agreement and the Scope of Work (SOW) constitute the entire and exclusive agreement between the Parties regarding the subject matter hereof, and supersede all proposals and prior agreements, oral or written, and all other communications. In the event of a conflict between this Order Document and the Agreement, this Order Document shall govern.

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Attachment A
Pricing Summary
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Attachment B
Statement of Work
Statement of Work

OPENWAY AMI IMPLEMENTATION
City of Banning, CA
SOW Point of Contact: JP Pulcini
ITRON Account Executive: Rob Rickard
Date: 5/11/2020
Version: 1.5
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Table of Contents
A. Document Purpose.............................................................................................................................................42 B. Document Controls .............................................................................................................................................43 C. Glossary of AMI Terms.......................................................................................................................................44 D. Project Overview.................................................................................................................................................48 E. Project Resources, Roles and Responsibilities ................................................................................................51 F. Project Assumptions ...........................................................................................................................................54 G. Workshops...........................................................................................................................................................56 H. Training................................................................................................................................................................57 I. Testing .................................................................................................................................................................58 J. Project Deliverables and Responsibilities .........................................................................................................61 K. Acceptance of ITRON Deliverables...................................................................................................................63 L. Project Completion..............................................................................................................................................66 M. Project Invoicing, Service Fees & Related Details ...........................................................................................67 N. Appendix A - Itron Documentation Reference ..................................................................................................69 O. Appendix B – Change Control Process.............................................................................................................70 P. Appendix C – City of Banning Solution Architecture ........................................................................................72 Q. Appendix D – Network Design Assumptions ....................................................................................................73 S. Appendix E – Integration Assumptions .............................................................................................................74 DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 899
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A. Document Purpose
This Statement of Work ("SOW") defines the activities ("SERVICES") to be performed by ITRON, Inc. ("ITRON") for City of Banning ("CUSTOMER”) for an Itron OpenWay AMI Implementation ("PROJECT"). This document will describe agreed upon scope, Services to be provided, deliverables, assumptions, responsibilities, timeline and completion criteria.

Any updates to this SOW shall only be considered as documented through the change control process throughout the duration of the Project. These SERVICES shall be governed by the following agreements (“AGREEMENTS”) and their related terms and conditions, as executed between CUSTOMER and ITRON Inc.:

Master Sales Agreement (MSA).

No work will commence until the above Agreements have been duly executed.

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B. Document Controls
B.1. Document Record
Date Author Version Change Reference
12/17/2019 JP Pulcini 1.0 Initial Draft
3/11/2019 JP Pulcini 1.1 Response to customer feedback; updated pricing added; cleanup
of doc references; updated
solution to RF-Lan design.
4/8/2020 Samantha Goggans 1.2 Final updates per CUSTOMER 4/28/2020 JP Pulcini 1.3 Final changes requested by
Banning; added integration
Appendix; updated all references
5/6/2020 JP Pulcini 1.4 Updated reference to pricing
quote version which includes
cellular backhaul services;
accepted all other changes to
date and removed comments.

B.2. Document Owner
This document contains information that is confidential and proprietary to ITRON, who is the document owner and is responsible for developing and maintaining this document. It is understood that this document is for the purposes of the Project as described. This document or portions thereof should not be re-produced, distributed or utilized in any manner outside of the Project’s needs without prior written consent of ITRON except as may be permitted in the Master Sales Agreement.

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C. Glossary of AMI Terms
Unless otherwise defined in this SOW, capitalized terms used herein will have the meanings assigned to them in the MSA. The following defined terms are in addition to those defined in the MSA.

Term Definition
AMI Advanced Metering Infrastructure.

API Application Programming Interface.

ASN Advanced Shipment Notification. The data file provided by ITRON to CUSTOMER listing individual serial numbers, part numbers, test results and other manufacturing information.

This file will be used by CUSTOMER asset management and Customer Information Systems and OW to populate Endpoint/Meter serial numbers and security keys before installation.

Acceptance Period Three consecutive twenty-four-hour periods after Endpoint registration with OWCE. ‘As Built’ Network Design Document that contains the final installation location of OW CGR upon completion of Endpoint deployment, optimization, and Acceptance.

Available Endpoint An Endpoint: (i) that is not damaged or vandalized by a third party in such a way that prevents communication; (ii) for which CUSTOMER has provided ITRON with accurate and up-to-date account and installation information; (iii) that is powered; (iv) there is no RF interference caused by a third-party system; (v) for which FAN and/or WAN backhaul is properly functioning; (vi) and has registered in OWCE.

BSRD Business Solution Requirements Document: Deliverable document that details the business and solution requirements of the Solution.

Change Management Change Management is the process or procedures that guide change within an organization. In regard to ITRON Solution implementation this refers to guiding changes to the CUSTOMER infrastructure and business practices; as well as changes to the contract or SOW guiding Project work.

Change Control Process See Appendix A.

CIS CUSTOMER’s Customer Information System
Daily Read Rate A calculation of Available Endpoints in which a read has been received at 11:59pm everyday divided by the quantity of Endpoints installed and available on the day of the test.

DHCP Dynamic Host Configuration Protocol. A protocol for assigning dynamic IP addresses to devices in the FAN.

Deployment Plan This plan defines field activities conducted by CUSTOMER. Specifically, it is the schedule that defines the order in which network build-out, Endpoint deployment will be assigned and completed. It will include, but not be limited to, the following:

Build Schedule based on the agreed upon Forecasting and Order Procedures Delivery Schedule used to define product delivery schedule to CUSTOMER Site survey process to validate pole location
Pole make ready & WAN validation activities
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Term Definition
CGR installation schedule – used by CUSTOMER to install and manage the Mesh node installation process
Endpoint installation schedule – used by CUSTOMER to install and manage the Endpoint installation process
Network optimization schedule – used by CUSTOMER to field investigate and selectively place FAN equipment (Mesh Node, and associated field devices) to meet design coverage.

Endpoint Acceptance An Endpoint will be deemed Accepted when OW collection engine receives a Register Read for three (3) consecutive days; validated by Itron using the Performance Manager (or alternative application of its choosing).

Endpoint An ITRON OpenWay CENTRON meter provided by ITRON and described in the CENTRON Meter Technical Reference Guide.

FAN Field Area Network. As a general statement, the FAN includes all equipment, connectors and firmware from the routers down to the Endpoints. Includes the collection of ITRON provided OpenWay Mesh Node and Endpoints that utilize Radio Frequency (RF) enabling the transmission of two-way data between Endpoint and the OW.

FA Testing First Article Testing will consist of, the verification of individual Endpoints:
‐ Product Documentation
‐ Nameplates
‐ Meter Configuration/Security verification
FDM Tools Field Deployment Manager Tools: ITRON Application used in the field and meter shop to interface with the Endpoints. It is typically used to push firmware, configure an Endpoint extract log files, investigate performance, etc. when communication over the FAN is not available.

Functional Testing Basic functional tests are performed to verify component operation. Testing that is completed by ITRON for Licensed Software that is installed and/or configured during the Project.

GIS Geographic Information System.

Go-Live Go-Live is the point in the Project when CUSTOMER moves from the previous reading/meter data management process to using the Solution to facilitate the delivery of billing determinants. This step is typically done over a weekend to minimize impact to billing processes.

HES Headend System: Software and network utilized to read Endpoints and provide two-way communication functionality from back office applications to Endpoints.

Interval Read Rate The total sum of the interval reads received each day for 30 days from Available Endpoints divided by the sum of total possible interval reads for each day for the same 30-day period.

Interface Integration point between two components within the CUSTOMER solution that has an agreed format to exchange information or complete a transaction. This is commonly a web service or batch file and typically is implemented between an ITRON and non-ITRON component of the solution using Itron’s standard API (MDI XML).

Integration Testing Testing conducted to demonstrate that the required data flows are operating correctly between the systems in the Solution and maintain business integrity, in accordance with the respective requirements. Attention is paid to the mechanics of the interfaces, such as the data transport management.

ISM ITRON Security Manager: ITRON Software that enables secured communications between Endpoint and the OW.

Itron SaaS Services ITRON services offering that allows CUSTOMER to reduce IT infrastructure commitments by hosting the Solution applications within the ITRON SaaS infrastructure.

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Term Definition
ITRON Global Support
Services
ITRON Global Support Services department provides the CUSTOMER with post Project issue escalation/resolution.

KPI Key Performance Indicator. A measurable value(s) that are used to report on Solution performance.

MDI Master Data Import: an XML file that contains endpoint, meter, premise, service point, and other pertinent configuration data related to reading data using Web Services. Defined in ITRONs API guides.

MDMS or MDM Meter Data Management System: ITRON software that is used to collect data from the OW and to deliver billing determinants to CUSTOMER’s CIS system as defined herein.

Network Design An ITRON deliverable document that contains the installation locations of OpenWay Connected Grid Routers (CGR) and range extenders, anticipated coverage of each device, and assumptions for coverage percentages.

Network Device Network Device is a generic term for the following components of the solution: OW CGR or RE.

OMS Outage Management System.

OWCE ITRON OpenWay Collection Engine Software.

PMO Program Management Office which is staffed and managed by CUSTOMER.

PMR Pole Mounted Router used in FAN
The OpenWay Riva Pole Mount Router provides dual mesh network communications for both RFLAN and OpenWay Riva, enabling a seamless and cost-effective path to add advanced functionality like support for distributed intelligence applications to the network.

Production Production state occurs after the Solution has been accepted, Project deliverables have been accepted, and Solution has been transitioned to Itron Global Support Services.

Project The development and implementation of the Solution, which includes the design, installation, configuration, training, testing, deployment, optimization, and provisioning of the Solution for CUSTOMER.

Project Plan Formal Project schedule used to guide and control the execution of a Project.

Project Team CUSTOMER, CUSTOMER partners, ITRON team and ITRON partners who support the Project.

RE Range Extender, part of the Field Area Network used to expand coverage.

Register Data A recorded value of total energy measurement at a point in time and collected from the Endpoint.

RMA Return Material Authorization. Process and documentation that authorizes the return of Solution products. Refer to ITRON RMA URL
(https://access.itron.com/support/Pages/default.aspx) for detailed process.

SaaS Software as a Service: Itron owned software where the CUSTOMER purchases a subscription for access and use of the Itron owned and hosted applications. CUSTOMER is responsible for the day-to-day operation of the subscribed software to support the business operation.

SFTP Secure File Transfer Protocol enables client to send and receive files to/from ITRON SaaS Services. Typically used to facilitate MDI and reading data transfer.

SME Subject Matter Expert. A resource that has a high degree of functional or technical knowledge about an area or product.

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Term Definition
SLA Service Level Agreements: Technical specifications for performance of the Solution that are a key element of acceptance criteria, including but not limited to meter read rates, transaction speeds, and functional verification of transactions such as remote connect.

Solution The design, implementation, configuration, operation and maintenance of the AMI solution comprised of Services, Equipment and Licensed Software sold or licensed pursuant to the MSA and applicable Solution Agreement Documents and deployed per this Statement of Work.

Solution Acceptance Acceptance criteria as defined in SOW. Includes the formal signoff of the Project indicating the completion of the defined commitments.

Support Support shall include, but not be limited to providing personnel/resources, knowledge, reviewing materials, resolving issues, moving the Project forward, and assisting in general matters to complete the Project under this SOW. Support as defined herein is in addition to any support that shall be provided as a Service under the MSA.

TAD Technical Architecture Design: Deliverable document provided by ITRON and used during the Design Phase to outline the environment and system architecture of the Solution for the various phases of the Project.

Test Cases Document that describes the functional test scenarios for the Project, test objectives for each phase, test entry criteria, test phase exit criteria, and test cases. ITRON resources will provide input into any Test Plan that the CUSTOMER develops.

Three Day Billing Read
Rate
A calculation of Available Endpoints in which a read has been received at 11:59pm on the second day (of a 3-day test) of the test divided by the quantity of Endpoints installed and available on the second day of the test.

UAT User Acceptance Testing: Following Integration Testing, this testing combines both functional and integration testing to verify that the developed Solution works for end users.

The objective is to ensure that the Solution designed is structurally sound and will function correctly in accordance with the operating specifications and in the environment in which it was installed.

UI User Interface. The means by which the user will interact with the Solution components.

Each component will have a unique UI that the users will interact with.

VPN Virtual Private Network. A point to point connection between disparate networks that ensures the appropriate level of security to the connected systems when the underlying network infrastructure alone cannot provide it.

WAN Wide Area Network. Communication solution provided by CUSTOMER between CGRs and the OW.

WSDL Web Services Description Language - an XML-based interface definition that is used for describing a web service. Describes the service, expected input parameters and returned data.

XML Extensible Markup Language: a metalanguage which allows users to define their own customized markup languages. Common format for ITRON files.

XSD XML Schema Definition: A document that describes the structure of an XML document.

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D. Project Overview
D.1. Project Summary
The CUSTOMER and ITRON will implement the OpenWay Solution in support of approximately 13, 618 Endpoints. The Solution has extensive AMI capabilities with the Project focused on implementing the standard meter data requirements as described in this document. The Project schedule will be mutually agreed upon and scheduled as a part of the kickoff activities for Project; and will follow the ITRON Advantage Methodology with the detailed Project schedule being outlined in the Project Plan published after the Project kickoff.

Under this Project ITRON shall deliver and provide the following:

1. Software as a Service (SaaS) Solution applications:
a. OpenWay Collection Engine (OWCE) v7.0
i. RF-LAN Network Design
ii. Itron Security Module (ISM) v4.0
b. Network Devices
i. Pole Mounted Routers (PMRs)
ii. Range Extenders (REs)
c. OpenWay CENTRON RF-LAN electric meters to replace CENTRON Bridge 2.1 electric meters

2. Services:
a. Project Management
b. Software as a Service (“SaaS”) for Software applications c. Support to configure applications in one Itron-Hosted (Production) Environment d. Support to assist with migration of CENTRON Bridge 2.0 and re-programming to RF-LAN – this will be scheduled for the routes to collect final reads and push the meters into RFLAN mode (see Network Acceptance Process).
e. Transfer copy of existing Itron Security Module (ISM) to Itron-Hosted (Production) Environment
f. Basic Functional Testing of Solution applications and Software in hosted environment g. Training of CUSTOMER staff as outlined in Training section Under this Project, CUSTOMER shall install Endpoints and Network Devices upon ITRON Equipment delivery:

3. Network Devices
a. PMRs (17 devices)
b. REs (3 devices)

4. Endpoint
a. OpenWay CENTRON RF-LAN electric meters (~up to 14,000) Anything outside of this scope of Services will be supported through the Project Change Control Process.

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D.2. Project Objective
The following are the key objectives of the Project:
• Setup and configure SaaS Software applications for one (1) production environment in Itron hosted environment to meet the requirements defined in this document. • Implement a Field Area Network (FAN) to meet performance expectations outlined in the Network Device Acceptance Section of this document using CUSTOMER provided location data. • CUSTOMER to deploy FAN Equipment as defined in the Network Design. • CUSTOMER to deploy OpenWay Endpoints per locations provided by CUSTOMER per the approved Network Design.
• Provide once daily extract of Endpoint register data for Available Endpoints. • Provide energy quantity interval data, voltage data, and outage information to CUSTOMER supplied meter data management (MDM) and analytics platform, specifically SATEC's ExpertPower using Itron’s standard API – Master Data Import (MDI) standard in XML format via Web Services calls and available methods. • Provide training as outlined in Training Section.
• Perform System Testing in accordance with the Testing Section. • Transition CUSTOMER to ITRON Global Support Services
D.3. Project Delivery
ITRON has broad experience successfully delivering and integrating our solutions with CUSTOMER systems.

ITRON uses proven Project management methodology to ensure that the Project is fully defined, understood by all involved, and that all tasks are identified, assigned, and tracked. Itron Advantage methodology supports risk identification and mitigation, communications, reporting, change management, and issue resolution.

D.3.1.ITRON Advantage Delivery Methodology– OpenWay
Define Design Build Deploy / Operate Transfer
Project Kickoff
Solution Rqmts & Design
Work Order Build & Test
Report Build & Test
Operations
Project Transfer
Program & Project Management
Testing & Training
System HW Install & Test
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ITRON's Advantage Delivery Methodology consists of five steps or Project phases: Define, Design, Build, Deploy/Operate and Transfer.

The Define phase includes gathering resources and information needed to initiate and manage the Project, understand the CUSTOMER’s specific needs and to communicate the objectives and plan to successfully deliver the ITRON solution. It also includes a requirement gathering workshop to ensure Project requirements will be met through system design and/or business process solutions. ITRON will identify, define and document the testing requirements, with CUSTOMER input, for both Endpoint Acceptance and Solution Acceptance. ITRON uses a common workflow approach utilizing experience from multiple existing systems into a standard workflow to manage the effort during the design phase.

During the Design phase, the Project team works with the CUSTOMER Project team to perform detailed planning for each of the Project deliverables such as the BSRD and Acceptance processes. At the end of the Design phase, ITRON will provide to CUSTOMER a BSRD document and a TAD document detailing the system architecture developed in the Define and Design methodology steps. Additionally, CUSTOMER will provide ITRON the Acceptance test schedule and process flows to ensure a successful deployment and that business objectives are met.

During the Build phase the Project team will use the design documents to configure and perform basic functional tests to validate components of the Solution. CUSTOMER administrative staff will be trained, facilities will be set up, and system users will be trained. CUSTOMER will develop and execute test plan/test cases and the Project team will seek Software Acceptance of the Solution.

During the Deploy/Operate phase, CUSTOMER will validate the Solution, which will include end-to-end system integration of basic monthly meter reading functionality. After acceptance, the Solution will be formally transitioned to ITRON Global Support Services, with ITRON Global Support Services being the point of contact for OW support questions by CUSTOMER.

During the Transfer phase, ITRON will work with the CUSTOMER Project team to transition the Solution to the ITRON Global Support Services including the Managed Services team made available to help CUSTOMER and which are contracted for under the MSA and SaaS agreements. Additionally, ITRON will support Project activities including, but not limited to, vacating the facilities, final billing, Project lessons learned and contract close-out.

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E. Project Resources, Roles and Responsibilities
E.1.1. Project Resources
In support of the Project, ITRON will provide qualified and professional resources. ITRON shall provide a Project Manager for the term of the Project in support of Project implementation activities defined in this document.

ITRON shall provide a Business Consultant to facilitate the define/design workshops and ensure the requisite deliverables (i.e. BSRD) accurately define the Solution.

ITRON will also provide a Technical Consultant to support the integration efforts between CUSTOMER’s CIS using standard ITRON Interfaces (previously mentioned MDI XML file interface for synching data between systems).

Any changes in scope or the Project Team will be managed via the Change Control Process of this document.

E.1.2. ITRON Project Roles and Responsibilities
The following table provides an overview of the ITRON Project roles and responsibilities.

ITRON Role Responsibilities
Project Sponsor Executive sponsorship
Attends CUSTOMER executive stakeholder reviews as needed Point of escalation for issue/risk resolution
Overall Project accountability
Responsible for Project strategy, planning, staffing and financials Supports ITRON staff with internal activity requirements Project Manager (PM) Responsible for overall ITRON Project delivery management as it relates to the ITRON Solution deliverables and responsibilities described in the SOW including:

Responsible for overall communications
Schedules ITRON Project resources
Secures ITRON resources
Manages scope and Project planning
Manages Project financials
Manages the ITRON Project Plan
Manages Project reporting
Manages issues and risks
Manages the Change Control Process
Manages the contract delivery
Manages ITRON internal management tasks and reporting
Responsible for ITRON policy management for Project resources Technical Consultant
(TC)
Provides technical services, support and assistance:

Product implementation lead including setup and configuration of the SaaS environment Solution delivery interface with SaaS-related issues.

Provides Project technical input
Data workflow design review
Systems integration technical support for ITRON standard API sets Configures and supports Functional Testing of Software in SaaS environment Detailed responsibilities including:

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ITRON Role Responsibilities
Supports coordination of the SaaS environments during Project.

TAD creation and sign-off
Requirements gathering participant
Technical issue evaluation/resolution
Technical Training activities
Provides “Go-Live” technical support.

Business Consultant
(BC)
Provides requirements gathering facilitation and support:

Solution capabilities overview
Conducts all business requirement solution workshops and collection of key information, requirements, gaps, and data required to produce the BSRD doc.

Provides ITRON training support and product material.

Support for ITRON-related software Functional Testing activities (Functional Testing and test cases).

Detailed responsibilities including:

BSRD creation and signoff
ITRON Training delivery facilitation, design and scheduling Field Engineer Responsible for design of the FAN including site surveys. The field engineer is also responsible to support troubleshooting of performance issues impacting the ability to meet network performance and acceptance commitments.

Managed Services
Technical Consultant
Managed Services team supports the Itron hosted environment. Managed Services Technical Consultants are consulted to provide initial environment setup and installation of base applications. Also, in some cases, network engineers are involved to set up any network connections between CUSTOMER data center and ITRON hosted data center.

E.1.3. CUSTOMER Project Roles and Responsibilities
The following table provides an overview of the CUSTOMER Project roles and responsibilities.

CUSTOMER Role General Responsibilities
Project Manager Works collaboratively with ITRON Project Manager:

Manages overall AMI Project and CUSTOMER Project staff
Tracks Project progress
Manages communications and reporting to ITRON and all 3rd party vendors Integrates with CUSTOMER’s PMO function on behalf of the AMI Project Team Manages Project issues
Manages Project Plan
Reviews key documentation
Manages CUSTOMER Project resources and resource scheduling, including 3rd party vendors
Business Lead Has in-depth knowledge of the ‘meter to cash’ business process Works collaboratively with ITRON Business Consultant
Gathers business requirements
Leads design and testing
Manages issue tracking for testing
Coordinates development of test cases
Reviews the BSRD and/or other document requirements
Supports organizational change management within CUSTOMER Provides Tier 1* support for system issues encountered during testing to Production Provides Tier 2* support for system issues encountered during post-Production Note: * Tiers defined in Testing section of this SOW.

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CUSTOMER Role General Responsibilities
Technical Resource Acts as the CUSTOMER technical lead on the Project Has access to other CUSTOMER technical or support resources and systems as may be necessary to support the Project work or to troubleshoot systems Oversees CUSTOMER IT standards and IT server requirements (procurement and support)
Leads other system integration or upgrade requirements
Supports development of test cases
Supports Production implementation, upgrade, and cutover Provides “Go-Live” technical support
Leads final Solution performance validation
Supports SaaS Change Management Process
Provides Tier 1* support for system issues encountered during testing to Production Provides Tier 2* support for system issues encountered during post-Production Works collaboratively with ITRON Technical Consultant to setup and coordinate:

Telecommunications infrastructure
VPN tunnel responsibility
Evaluate design requirements and supporting documentation Note: * Tiers defined in Testing section of this SOW.

Integration TC Will be required to manage integration requirements with back-office systems including SATEC ExpertPower product.

Field Deployment Lead Manages field device and meter-related activities including FAT approval, configurations, field deployment, and field mitigation efforts.

Manages deployment and hardware device related staff.

Manages field staff responsible for site surveys, site make ready, installation and mitigation activities.

Other Supporting Team
Members
Database Administrator – Builds, maintains, and tunes CUSTOMER managed database(s).

Network Administrator – Provides system access. Understands and provides expertise on the interfaces between the various data systems on the network Testers – Perform CUSTOMER specific testing requirements (i.e. Solution Performance testing, etc.) as agreed in SOW
Meter Techs/Field Techs – Assist with Endpoint configurations, site surveys, Endpoint and FAN make ready and installations, field investigations for hard to read Endpoints and FAN optimization. Logistics – Coordinates order entry, forecasting, RMA, etc.

System Operators – CUSTOMER to provide operators to be trained on the Solution operations and manage operations for OpenWay solution. Responsible for other systems including billing operational requirements, etc. CUSTOMER will provide an operator lead to manage the CUSTOMER operations requirements and provide Tier 1 support to operators.

Billing / Work Order Specialists – manage daily the engagement with customers for followup, exception orders, and data quality.

Communications Specialist – develops and approves all communications with customers, including internal and external Project communication updates, press releases, educational meetings, etc.

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F. Project Assumptions
F.1. General Project Assumptions
Below are assumptions utilized to create this SOW and Project Plan documents.

1. ITRON and CUSTOMER will provide suitably trained and skilled resources to support the Project effort and timeline agreed upon by both parties. CUSTOMER’s Technical and Business resources shall be fully familiar with their present IT Operations as it relates to the Project components.

2. The ITRON PM assigned to this Project is responsible for management of all ITRON resources, ITRON Deliverables and the Project Plan.

3. CUSTOMER and ITRON will name all resources for the roles identified upon Project start. Any system additions or parties not identified at Project startup, including 3rd party contractors/consultants may impact this SOW and associated pricing, requiring agreement through the Change Control Process.

4. Each Party will identify and be responsible for any 3rd party contractors/consultants contracted by said Party for the Project.

5. Work to be performed by Itron will be performed remotely except for Solution workshops, Training activities, or as determined and scheduled by the ITRON PM. Additional onsite visits will be mutually agreed by both Parties.

6. All ITRON Project resources will use ITRON methodologies, tools, and templates.

7. CUSTOMER is responsible for developing standard operating procedures (SOP’s) and any internal business process modifications due to the implementation of the AMI solution.

8. ITRON will provide CUSTOMER with an electronic copy of a standard set of Solution documentation including user guides, training materials, and where applicable, designs.

9. Issue tracking/resolution will be done using the ITRON tools.

10. In the event a delay is identified in the baselined Project schedule that impacts Project milestones or deliverables by the CUSTOMER or ITRON, the CUSTOMER and ITRON PMs will mutually assess the Project impact and devise a mutually agreeable plan to mitigate the impact to the Project schedule.

11. CUSTOMER is responsible for any charges incurred for legacy, 3rd party, and/or upstream system modifications (i.e., CIS modifications or changes related to 3rd party integrations).

12. If, for reasons outside of ITRON’s control, the Project extends beyond the mutually-defined schedule of eight months duration, defined at Project kickoff, a maintenance fee to provide Project support will be charged to the CUSTOMER of $1520 per week; technical and business consulting hours will be invoiced as incurred at $225 per hour; additional travel will be billed at actual. These hours will be used to maintain the Project and billed in conjunction with the defined Services fees to complete the Project. Should the Project extend beyond the mutually defined eight (8) month schedule at no fault of the CUSTOMER, CUSTOMER will not be charged additional fees.

13. Upon meeting Network Device/ Endpoint Acceptance criteria, the CUSTOMER owns and operates the Accepted Endpoints.

14. Should the Project be terminated early by CUSTOMER, CUSTOMER will be responsible for reasonable ramp-down costs incurred by Itron resulting from such termination, not to exceed 25% of the Professional Services and ITRON Cloud Services as identified in BMR #19011-20 Ver1 May.

Examples of ramp-down costs include:
· Payment for completed work prior to agreed Project stopping point. · Unused materials purchased in advance to support installations will be provided. · Building and vehicle leasing costs and penalties for breaking lease agreements. · Lodging and travel fees incurred up to Project closure.

15. CUSTOMER is responsible for ‘Day to Day’ operation of the system and applications upon Solution post setup and completion of training.

Day to day operations include the following:
· Perform OW monitoring and troubleshooting
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16. ITRON resources will support CUSTOMER in converting the currently installed Bridge meters from mobile reading mode to network mode through training of CUSTOMER resources on the process and troubleshooting methods.

17. ITRON will provide ~2,038 RF-LAN replacement meters for CUSTOMER to replace non-confirming HW 2.1 Bridge meters. CUSTOMER is also responsible for disposal of non-conforming meters.

F.2. General Technical and Design Assumptions
CUSTOMER will implement a RF-LAN FAN Design comprised of seventeen (17) Pole Mounted Routers (PMRs) and three (3) Range Extenders (REs). These Network Devices will be installed in CUSTOMER’s territory by CUSTOMER. Listed below are assumptions utilized to develop the deliverables, integration, deployment, and other technical requirements.

1. All Endpoints are located outdoors or if located indoors, CUSTOMER has provided specific geo-location data and information to support completion of ITRON’s propagation study and accurate network design. Coordinates greater than 100 feet from accuracy may require additional network design.

2. FAN must be installed in accordance with the installation manual, and at locations and elevations adequate to cover the territory; ITRON will determine height requirements and locations.

3. If RF interference is detected, a change in location, device type or additional equipment may be required.

4. CUSTOMER is responsible for all permitting, Joint Use Agreements (JUA), and any agreements to use other nonCUSTOMER owned facilities required to install the FAN equipment required for the network design.

5. CUSTOMER is responsible for data quality, format, and accuracy of all CUSTOMER data which is provided to OpenWay Collection Engine (OWCE). All data coming into the Solution must be of high quality and, if needed, all correction to that data will be the responsibility of the CUSTOMER.

6. CUSTOMER will complete requests for changes to configuration (opening firewall ports, Windows OS, etc.) within timeline outlined in the Project Plan.

7. No software customization shall occur unless otherwise stated in this SOW or specified in a change order. (Examples of customization requiring a change order could include requested UI changes, custom reports and extracts, additional interfaces.)

8. Solution Acceptance will be performed with OWCE per Network Acceptance criteria.

9. CUSTOMER is responsible for all interfaces and/or programming required for their CIS billing system(s) integration to the OWCE. ITRON will provide all standard APIs and XSDs, with examples, and reference documentation to support integration to OW using ITRON’s format. ITRON resources will provide testing support and training to facilitate data integration with OW.

10. All ITRON System data inputs, such as meter/account specific configuration files, will be formatted (per ITRON specification) and provided in an electronic format by CUSTOMER.

11. CUSTOMER will furnish all facilities and related support that are required by ITRON personnel engaged to perform the Services while on site. Access to the building(s) where the work will be performed, network access, a location to perform work (desk), projectors, desk chairs, and access to a local printer.

12. OWCE will be configured in accordance with the Software as a Service standard component setup. This standard is preconfigured to allow customers to define their meter configurations, validation rules, and data export schedules.

13. Data will be made available via a secure file transfer with a Virtual Private Network (VPN) channel from the ITRON hosted environment to CUSTOMER’s data center. Alternatively, the Solutions web services, WSDLs and APIs, can be made available to CUSTOMER’s CIS via ITRON’s standard API (MDI XML format) using Web Services and using a Secure File Transfer Protocol (SFTP) folder location in ITRON’s datacenter.

14. Provide VPN tunnel and required network connections/changes required between ITRON data center and CUSTOMER data center for integration between OpenWay Collection Engine and CUSTOMER analytics/MDM platform.

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G. Workshops
This section lists all workshops that will be delivered for the Project in one (1) week onsite session. The four (4) workshop sessions will create the base line draft documents for the following, but not limited to, general deliverables: business solution requirements design document (BSRD), Project plan, and technical architecture design (TAD) document.

ITRON shall facilitate and document the output of each Solution Workshop; CUSTOMER team will participate through conclusion of each workshop session.
# Workshop Description Goal Output

1. Solution Capabilities
overview
To discuss the solution to
ensure everyone
understands what the
output will look like when
the workshops are
complete
Overview of the Solution capabilities and
review of key ITRON document
deliverables that will be created during
the Define and Design step of the
Project. Used to promote structure and
understanding across the Project Team.

BSRD

2. Business Solution
Requirements
To gather and document
Solution requirements
required to meeting
CUSTOMER business
objectives for the AMI
OpenWay Solution.

Using a foundation of known product
capabilities; ITRON and CUSTOMER
will review CUSTOMER business
requirements, investigate
implementation options, review known
constraints and any dependencies with
other systems.

BSRD

3. Technical Architecture
& Design
To discuss the overall
Solution architecture
designs for the to-be
environment. To review
connectivity requirements
to the Itron hosted
datacenter.

Using a foundation of known product
capabilities; ITRON and CUSTOMER
review, document and formalize the
technical architecture and security of the
Itron-hosted Solution given key
assumptions/requirements.

TAD

4. Field Tools and
Procedures
To discuss the processes,
equipment and tools
necessary to deploy and
mitigate Endpoint and
FAN assets.

To enable CUSTOMER to successfully
manage the deployment,
troubleshooting and mitigation field
assets including FAN equipment, and
Endpoints.

Deployment
and Field Tools
Knowledge and
Documentation
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H. Training
ITRON will provide standard training material and courses as outlined below to the CUSTOMER. In the event customized user training and material is requested, or addition training time is requested by the CUSTOMER, this shall be supported through the Contract Change Order Process.

CUSTOMER will provide: a facility suitable to comfortably accommodate the maximum class size identified, a projections system that allows for presentation of class training materials, Wi-Fi access to accommodate requirements for a network connection in the delivery of training, student-issued PCs pre-loaded with requisite applications and/or enabled with remote access to required Environments, and any required test Equipment to execute hands-on segments of presented training.

All training listed below will be performed on-site and utilize a “Train the Trainer” approach. The maximum class size is ten (10); minimum is five (5) to ensure maximum participation.

Type Description
End user / Operational
Training (40 hrs.)
End user / Operator has the operational knowledge to maintain operate and troubleshoot the solution and provide Tier 1 support. One session of OWCE in scope; course consisting of up to forty (40) hours of onsite training session which can include Train the Trainer audience. Detailed syllabus will be provided.

Train the trainer audience: Example, System Administrator that understand the configurations and use cases of the ITRON Solution.

FAN Training (10 hrs.) RF Network personnel are introduced to operational, installation, and troubleshooting of PMR.

One session of training mixed field and in class sessions; training consists of up to ten (10) hours of overall training.

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I. Testing
The table below lists the various Software tests, acceptance tests and responsible owner to be performed on the Solution.

Test Cycle Description Owner
First Article Test FAT will consist of the verification of individual Endpoints:
‐ Product documentation
‐ Nameplates
‐ Programming verification
CUSTOMER/ITRON supporting
Functional Testing Basic functional tests are performed to verify component operation.

ITRON
Integration Testing Integration testing conducted to demonstrate that the required data flows are operating correctly between the systems in the Solution and maintain business integrity, in accordance with the respective requirements.

Attention is paid to the physical mechanics of the
interfaces, such as the data transport management.

CUSTOMER - Primary
ITRON technical support -
Secondary
User Acceptance Testing As defined in the Test Plan and following Integration Testing, this testing combines both functional and
integration testing to verify that the developed Solution works holistically.

CUSTOMER - Primary
ITRON technical support -
Secondary
Endpoint Acceptance Reference the Endpoint Acceptance Criteria Section. CUSTOMER - Primary ITRON technical support -
Secondary
Software Acceptance Software Acceptance will occur once during the Build phase is complete and there are no Severity 1 or
Severity 2 outstanding defects.

CUSTOMER
I.1.1. Comments and Clarifications

1. ITRON to perform basic Functional Testing of Applications and Software in Itron hosted Production environment.

2. CUSTOMER will provide a Test Lead, Tier 1 and 2 Support for internal testing and ITRON will provide supplemental technical support for defect management during testing activities.

3. Assignment of the severity levels to each testing issue or defect are identified below. Any discrepancy will be resolved by CUSTOMER & ITRON PMs.

4. All test deliverables will be done in accordance with pre-defined Test cases and test scripts.

5. CUSTOMER is responsible for leading and performing all testing, except Functional Testing for ITRON applications.

ITRON will provide the standardized test cases for CUSTOMER review. ITRON will share current knowledge and best practices information with CUSTOMER in execution of testing activities.

I.1.2. Severity Parameters
The following table defines the defect severity levels and mitigation steps for Solution component testing defects identified during the Project testing activities. ITRON and CUSTOMER will review all issues found through the associated testing process and agree on severity level assignment and applicable course of action as detailed below.

This applies to Licensed Software and Firmware, and to Go-Live and Solution Acceptance.

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Defect Severity Level Table
Level Definition Actions
1 Blocking Blocks development, business process and/or testing work - Prevents completion of critical business function and no workaround exists.

Mitigation: System cannot Go-Live or CUSTOMER cannot accept the solution with any Severity Level 1 defects present without a plan in place to address via a planned software release or fix.
2 Critical Crashes, loss of data, and workaround is present, but difficult to pursue or is not sustainable long-term.

Mitigation: System cannot Go-Live or CUSTOMER cannot accept the solution with any Severity Level 2 defects present without an acceptable workaround in place to address via a planned software release or fix.
3 Minor Minor loss of functionality, with a mutually agreeable workaround present; managed through product lifecycle (normal scheduled release of application).

Mitigation: System can Go-Live with acceptable workaround and long-term plan in place to address issue via product release schedule.
4 Non-Critical Minor loss of non-critical system functions, usability issues, or other problems where acceptable workaround is present and does not impede critical operations.

Mitigation: Generally, these are cosmetic issues that may or may not have an easy workaround or short-term solution available but does not prevent system from Go-Live.

System can be accepted with Non-Critical issues present.

I.2. ITRON Deliverables and Responsibilities
The following table lists the ITRON deliverables including the Key Document Deliverables listed. Documents will be delivered via email and stored on the ITRON Project SharePoint site. # Deliverable

1. Standard Project Plan due within three (3) weeks following Project kickoff.

2. Project kickoff meeting including Solution overview, review of Project scope, and proposed timeline.

3. Project tracking and managing the Project Plan and deliverables through weekly Project status calls.

4. Provide one (1) production installation of the applications identified in Section D.1 in an ITRON hosted environment (ITRON data center).

5. Setup and configure Software to meet the design requirements approved in the BSRD and TAD.

6. Facilitate Solution requirements and design workshops (One (1) week planned).

7. Document and provide CUSTOMER with the BSRD and TAD key document deliverables.

8. Provide sample functional test cases as reference.

9. Make available an SFTP site to the CUSTOMER to share data files to support required integration.

10. Complete Itron basic Functional Testing of the applications identified in Project Summary (Section D.1).

11. Provide up to forty (40) hours of ITRON OpenWay Collection Engine (OWCE) Onsite training (1 training session of 10 participants which can include Train the Trainer material). Additional training sessions available through the Change Control Process.

12. ITRON to configure environment to accept XML compliant Web Service requests such as remote disconnect/reconnect functionality from SATEC’s system.

Note: For a complete reference of requests and services available, please see Itron's OWCE Web Services Reference Guide v7.0 SP2.

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13. Complete transition documentation review and introduce CUSTOMER to ITRON Global Support Services in scheduled transition meeting after Go Live/System Cutover is complete.

I.3. CUSTOMER Deliverables and Responsibilities
To meet the objectives defined in Section D.1, CUSTOMER deliverables are shown in the table below and identifies where in the ITRON Advantage Methodology this deliverable is anticipated to be performed. # Deliverable

1. Assign Project staff and participate in Project kick-off meeting.

2. Participate in scheduled planning and update meetings.

3. Develop and test Interface files. Format will utilize standard ITRON MDI XML format using Web Services methods.

Daily updates to the interface are required to synchronize CIS system to ITRON OWCE. As needed, configuration Interface files will be posted to the ITRON SFTP site.

4. Complete integration to CIS of daily reading files created by ITRON and access via MDI XML format and Web Service requests to OWCE.

5. Complete Solution Testing in accordance to the published Project Plan and as defined in the Acceptance Criteria section.

6. Assign resources and ensure active participation in Training as outlined in the Training section.

7. Assist Itron with site survey support for FAN component installation locations and provide data to Itron for completion of propagation studies.

8. Install all FAN components in accordance with installation instructions.

9. Customer communications materials including initial customer notification and door hangers.

10. Complete all make ready work and validate backhaul availability for each network location to prepare for the installation of the network devices.

11. Troubleshooting and mitigation of non-communicating or poorly communicating Network Devices and Endpoints as required.

12. Maintain Solution including Network Devices, Endpoints, and Interfaces.

13. In the event of a drop in acceptable Solution performance in the 3-day monitoring cycle, provide summation of ITRON daily read report identifying issues.

I.4. Equipment
For the Project, the CUSTOMER will purchase Network Devices and Endpoints quantities as specified in the Pricing Summary. The CUSTOMER will purchase additional quantities of Equipment as required. CUSTOMER will work with ITRON to order equipment as specified.

ITRON recommends the CUSTOMER maintain spare inventory for the Solution. The quantities specified in the Pricing Summary are expected field deployment quantities. ITRON recommends 1% sparing level for Endpoints, and 5% for PMRs.

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J. Project Deliverables and Responsibilities
To meet the objectives defined in Section D.2, ITRON deliverables are shown below with the schedule of each deliverable being included in the Project Plan following contract execution.

J.1. Comments and Clarifications

1. These Key Document Deliverables require sign-off from CUSTOMER within fifteen (15) business days of receipt.

ITRON will confirm receipt of each document deliverable to CUSTOMER via email, indicating the date of delivery to someone designated by CUSTOMER to receive deliverable documents. Failure to authorize in this timeframe will be considered deliverable acceptance. CUSTOMER may provide reason for deliverable rejection via email to ITRON Project Manager outlining reason(s) for rejection.

2. Modifications or updates to the key document deliverables previously accepted by CUSTOMER and ITRON will be handled through the Change Control Process.

J.2. Summary of Key Document Deliverables
# Key Doc Deliverable Description

1. BSRD This document outlines the OpenWay Solution requirements that will be met by the ITRON Solution design. It also highlights requirements gaps, should any be identified in the associated workshops/design reviews. It also includes OpenWay major functional areas to address the approach the Project Team will use to integrate the Solution functionality into the CUSTOMER’s business practices.

2. TAD This IT facing document may include the following: Environment(s) and the specifications for each; security; long-term backup; and recovery requirements of the Solution.

3. Project Completion
Form
This document lists all the completion criteria and is used as a checklist to validate the Project is officially completed.

J.2.1. Tier Support Levels During Testing
During testing, issues may be encountered that require support from resources that are Subject Matter Experts (SMEs) in the Solution. To address issues encountered during testing and post-ITRON Functional Testing completion, CUSTOMER will designate internal staff to provide Tier 1 and Tier 2 support as described below.

Tier Levels Defined Examples Responsibility
1 A CUSTOMER resource that is knowledgeable
on the Solution. Such resources are considered
process owners and are first level support for
problems/issues encountered. Tier 1 is required
to provide basic troubleshooting. For each issue
encountered, they should collect the following
information in their problem/resolution process:
− What happened?
− When did it happen?
− Who encountered the issue?
− What attempts were made to resolve?
− Suggested next steps.

End user is not able to run a
report during test period.

Tier 1 Support would
provide support to this user.

CUSTOMER
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Tier Levels Defined Examples Responsibility
2 − If Tier 1 is unable to resolve, Tier 1 escalates
to Tier 2. Tier 2 are also knowledgeable in
the Solution but have deeper product
knowledge.
− If Tier 2 is unable to resolve, they will engage
appropriate ITRON resource(s); for Project
testing, this would be an ITRON Project
resource, for production this would be
ITRON Global Support Services. See
Training section for scope of testing
responsibility.

All issues that cannot be
answered at Tier 1 during
production and require a
deeper knowledge to
investigate and resolve
Tier 1 would escalate to Tier

2. Tier 2 would escalate to
ITRON Global Support
Services.

CUSTOMER/ITRON
Technical Support
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K. Acceptance of ITRON Deliverables
K.1. ITRON Deliverables
Acceptance of the ITRON Deliverables are as outlined as follows, and following the assumptions contained in Section F.1:

1. Business Solutions Requirements Design (BSRD) – expected delivery after conclusion of requirement workshops; upon submission by ITRON and review with CUSTOMER to close the DEFINE phase

2. Technical Architecture Document (TAD) – expected delivery after conclusion of requirement workshops and after Build phase; upon submission by ITRON and review with CUSTOMER to close DESIGN phase

3. Software Applications – upon completion of Go Live of Back Office System in Production environment.

4. Training – upon completion of Training as defined in the Training Course Description (see Training).

5. Project Acceptance Form - upon completion of all other Itron project deliverables.

K.2. General Installation and Mitigation Guidelines
The Solution was designed to meet the requirements as defined herein with expectations as outlined in General Technical and Design Assumptions.

Implementing and maintaining the Solution to meet expectations will be driven by the CUSTOMER using the following guidelines:

1. Validate that PMRs can communicate to the HES.

2. Complete, as planned, installation of FAN in accordance to ITRON installation manuals.

3. CUSTOMER to mitigate non-communicating FAN Devices with support from ITRON and Endpoints in accordance to the support / training provided by ITRON as outlined in ITRON Deliverables.

4. Maintain FAN Devices and Endpoints in a timely manner.

5. Using the procedures outlined in training, the CUSTOMER is responsible for troubleshooting and mitigation of non-communicating or poorly communicating FAN and Endpoints. FAN and Endpoint ownership and maintenance will be transitioned to the CUSTOMER upon Endpoint Acceptance.

6. ITRON is available to support CUSTOMER with Solution performance issues or to develop Standard Operating Procedures (SOPs) for Operations and Maintenance as required through the Change Control Process.

K.3. Network Device Acceptance Criteria
Network Device Acceptance will be concluded after all the following criteria are met:

1. A Network Device (PMR) will be deemed accepted when OWCE receives a Register Read for three (3) consecutive days for 25 Endpoints registered and communicating through and within the Network Design coverage area.

2. After Network Device Acceptance, it is the responsibility of the CUSTOMER to monitor, manage, investigate, and perform network mitigation activities.

3. The CUSTOMER will perform investigation and mitigation activities on Network Devices that fail to meet the Acceptance criteria in accordance with the FAN site survey and mitigation training provided by Itron.

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Network Device/ Endpoint Acceptance Process
The following process below will be followed to ensure different phases of the network endpoint registration are completed successfully and then accepted by CUSTOMER as part of the overall network Acceptance criteria.

Phase 1 –Build Phase - Initial Network Test – Pilot – Two-Month Duration

1. ITRON stands up OpenWay Collection Engine (OWCE) in the hosted (SaaS) environment.

2. ITRON migrates existing Itron Security Module (ISM) from CUSTOMER on premise datacenter to ITRON hosted datacenter.

3. ITRON and CUSTOMER test one Pole Mounted Router (PMR) in CUSTOMER test lab and convert a few endpoints using FC300 to update Bridge 2.0 meters to RF-LAN mode.

4. CUSTOMER to test SATEC system for functionality noted in section I.2.12 with meters converted in #3 above.

Phase 2a – Build Phase - Bridge 2.0 Migration – Centron 2s cl200 Meter Population – Three Month Duration

1. CUSTOMER hangs fifteen (15) Pole Mounted Routers (PMR) based on propagation study and three (3) Range Extenders (RE) as needed to support 99% Network Design and projected coverage within two (2) months of Network Design approval.

2. CUSTOMER will complete drive-by re-programming process using FCS and schedule all routes to collect final reads within three (3) weeks of Step #1 completion.

3. CUSTOMER will push the meters into RFLAN mode by route after final reads are collected.

Phase 2b – Deploy Phase - Bridge 2.0 Migration – Centron 2s cl200 Network Acceptance – One Month Duration

1. CUSTOMER will validate completion of migration to RF-LAN mode for all routes.

2. CUSTOMER will complete Network and Endpoint Acceptance for designated Bridge 2.0- meter population.

Phase 3 – Deploy Phase - Bridge 2.1 Migration and Network Optimization – Schedule TBD after Phase 2b Completion

1. After completing the transition of all Bridge 2.0 meters to RFLAN, CUSTOMER replaces the Bridge 2.1 meters with CENTRON RF-LAN meters.

2. RF-LAN meters will join the network as they are installed.

3. CUSTOMER will complete Network Device and Endpoint Acceptance for designated Bridge 2.1-meter population.

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K.4. Network Optimization Exercise
The Network Optimization phase is the final step of the network deployment and acceptance; this step occurs after Network Devices have been accepted and transferred to CUSTOMER who has conducted Phase 2b – Bridge 2.0 Migration.

Network Optimization involves monitoring and optimizing the network for 90 days after completion of Phase 2b AND 25% of the Bridge 2.1 replacement (up to 600 endpoints); network optimization is only possible once these Endpoints are installed and Phase 2b has been completed successfully.

Network Optimization involves remote analysis of network performance by ITRON resources including routing and bandwidth, and local troubleshooting to address any hard-to-hear (e.g. RF interference issues) locations. This process determines if any nodes should be relocated or if additional networking equipment is needed for optimal network performance. If any optimizations are needed, ITRON will suggest changes as part of an optimization recommendations delivered to CUSTOMER. CUSTOMER may be asked to provide photographs of FAN installations to facilitate this effort.

Upon completion of the Network Optimization exercise, the Project acceptance will be completed, and a final invoice generated.

Note: If additional resources, efforts, or equipment are required to complete the optimization exercise, it will be requested through the Change Control Process.

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L. Project Completion
Following the acceptance of the ITRON Deliverables as defined in Acceptance of ITRON Deliverables section, the ITRON Project Manager and the CUSTOMER will schedule a transition call with ITRON Global Support Services (GSS). The ITRON Project Manager will coordinate the transition documentation ahead of scheduling the call with the CUSTOMER and ITRON Global Support Services. Upon transition, the CUSTOMER will get support through their Account Executive and ITRON Global Managed Services (GMS).

Itron will produce a Project Acceptance Form for CUSTOMER to review and approve. The Project Acceptance Form will summarize completion of all ITRON Deliverables.

L.1. Document Deliverables
All deliverables identified in the ITRON Deliverables section have been provided to, and approved by, the CUSTOMER. Upon signature/approval, all documents are considered final and no updates will be made unless otherwise agreed.

L.2. Project Closeout Criteria
• All Itron Project deliverables completed in Section K.1. • User Acceptance Testing has completed.
• The CUSTOMER has been formally transitioned to ITRON Global Support Services post Go-Live/Cutover event. • Network Optimization has completed.
• Final Project invoices will be processed.

If CUSTOMER does not agree that the completion criteria have been met, it is the CUSTOMER’s responsibility to provide written details as to what and how the SERVICES have not conformed to the SOW or the agreed upon Project Completion criteria within fifteen (15) business days of the Project Completion review. Within fifteen (15) business days of receipt of Project Completion rejection, ITRON will evaluate the reasoning and compile an action plan in order to correct the issues in timely manner. Upon submission and acceptance of action plan by CUSTOMER, ITRON will provide a mutually agreed upon schedule for resolution process so that formal acceptance can be completed.

DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 924
CONFIDENTIAL 67
M. Project Invoicing, Service Fees & Related Details
M.1. Services Fees
The services outlined in this SOW are being provided at a fixed cost of $275,835.00, as outlined in the pricing summary BMR#19011-20 Ver1 May. Travel time and expenses will be billed as actuals; the expenses are estimated to be $17,300 for the currently defined effort. Specific details related to these costs for the Project can be found in the Customer Pricing Summary. Any changes to the Services as outlined will be addressed though the Change Control Process.

These Fees are based upon ITRON’s recommended engagement approach, ITRON standard travel policy, staffing levels, scope of the Project and Project Schedules as outlined in this SOW. Modifications to any of these factors will result in changes to the estimated fees. Any changes that affect ITRON’s engagement approach, staffing levels, scope of the Project and Project Schedules will follow the Change Control Process.

ITRON will invoice CUSTOMER monthly, per the below schedule, for Services performed and for costs incurred.

The final retention payment will be invoiced two (2) weeks after the transition to Global Support Services meeting and Network Optimization has concluded. If at any point, there is reason to believe that this amount will be exceeded, ITRON will immediately notify CUSTOMER as to the changes in the estimate and issue a Change Order as described in Change Control Process, which will be approved by CUSTOMER upon agreement. CUSTOMER shall pay all taxes, if any, due for Services provided by ITRON to CUSTOMER under this Statement of Work.

M.2. Project Invoicing
Professional Services invoicing will be done in accordance to the payment schedule defined below. Expenses will be invoiced at the end of the month that they are incurred.

Payment Milestone Amount
Milestone 1: Production Environment Application Installation Complete - 10% $27,583.50 Milestone 2: Solution Workshops, BSRD, TAD Complete - 20% $55,167.00 Milestone 3: Solution Configuration and ITRON Functional Testing Complete - 25% $68,958.75 Milestone 4: Back Office Go Live Event and Transition to Global Managed Services Complete - 25% $68,958.75
Milestone 5: Network Optimization Complete - 10% $27,583.50 Milestone 6: Retention Pending 20-day Stabilization Period completion – 10% $27,583.50 Total $275,835.00
DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 925
CONFIDENTIAL 68
M.3. Billing Information
To ensure that ITRON has all the correct billing information, please verify the following:

Requested CUSTOMER Data
Billing Contact Name Carla Young
Billing Contact Phone # (s)
Billing Contact Email Address
Physical Location Address (if applicable)
Billing Address (if different from above)
Special Billing Requirements?
Purchase Order #
DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 926
CONFIDENTIAL 69
N. Appendix A - Itron Documentation Reference
Item Document
OpenWay

1. OpenWay Collection Engine Events and Exceptions Reference Guide

2. OpenWay Collection Engine Operational Guidelines

3. OpenWay Collection Engine Security Reference Guide

4. OpenWay Collection Engine Web Services Reference Guide OpenWay PMR

1. OpenWay Pole Mount Router Installation Guide
Endpoint

1. Technical Reference Guide
DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 927
CONFIDENTIAL 70
O. Appendix B – Change Control Process
O.1. Change Control Process
An ITRON Change Order Form ("Change Order") will be used for communicating changes to this SOW. The Change Order must describe the change requested, the rationale for the change, the estimated price and the effect the change will have on the overall Project. All Change Orders must be approved and signed by CUSTOMER and ITRON. No work shall commence prior to the CUSTOMER authorization of this change order. # Step ITRON CUSTOMER Notes

1. Identify scope change.   Either Party may identify a scope change.

2. Submit a formal request for a
Change Order.
  Party identifying the scope change should
submit the change request via email.
− Request should include:
− Problem Statement
− Requirements

3. Assess impact (scope, schedule,
resources) and prepare brief
summary.
 

4. Report impact results and submit
Change Order form.
  Should include:
− Scope change described
− Cost change
− Project schedule impacts

5. Authorize Change Order and
email executed copy to ITRON
Legal.
 

6. ITRON Legal executes Change
Order and emails copy to
CUSTOMER and ITRON Project
Manager.
 
O.2. Change Order Form “Sample”
Name Date
Client Name:

Requestor:

Client Authorization:

ITRON PM Approval:

ITRON Contract Auth.:

Send Pricing Summary to Client? ☐ Yes ☐ No
Has contract been signed? ☐ Yes ☐ No
General Comments:

Order Processing:

PO/Contract #: _________________________
DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 928
CONFIDENTIAL 71
Comments: __________________________________________________ Hardware Changes:

Qty Item Description Unit Price Qty Item Description Unit Price Comments:

Software Changes:
☐ Modifications ☐ Meter Licenses ☐ Other
Description Unit Price
Implementation Labor and Expense:
☐ Billable ☐ Non-billable Charge to: ________________________ Purpose Description Days @ $ Total
Labor
Per Diem
Misc.

Total
Other Changes:

Change Order: >Author Name
Please return this signed Change Order for formal ITRON Contract Authorization and Execution to:

ITRON, Inc.
2111 N. Molter Rd.

Liberty Lake, WA 99019
Attn: Contract Administration
Fax: (509) 891-3331 or pdf and email to your Account Executive – a fully executed version will be returned.

DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 929
CONFIDENTIAL 72
P. Appendix C – City of Banning Solution Architecture
The diagram below depicts the Itron Solution proposed with associated applications and integration between major systems.

Note: Any changes to this architecture will require a review of existing integration planned and could result in potential changes in effort. Changes required will be managed through the Change Control process defined in Appendix A.

DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 930
CONFIDENTIAL 73
Q. Appendix D – Network Design Assumptions
The Network Design is based on the following assumptions:

1. The Network Design is predicted to enable the Solution to meet network coverage of 99% of locations provided by the CUSTOMER and validated latitude and longitude Endpoints. Any Endpoint not within 300’ of the location in the Network Design would be considered invalid.

2. The Network Design predicts a Three-Day Read Rate of 98.5% daily reads over a three-day window.

3. All proposed network device locations are located on CUSTOMER owned infrastructure unless otherwise noted.

4. Pole heights assumptions are included in the Network Design for each network location.

5. The Network Design utilizes RF Endpoints, PMRs, and REs.

6. The Network Design does not assume there is any RF blockage issues in the service territory.

7. All Electric meter locations are outdoor and at 5 feet ground level or above.

8. The proposed location for the initial placement of each network device was identified using refreshed GIS information. Initial Network Design was based on CUSTOMER provided GIS location information for the Electric Meters in the Service Territory.

9. Should additional (Endpoints and PMRs) be included in the Project that were not provided for the initial Network Design, the CUSTOMER will provide latitude and longitude coordinates and additional Network equipment may be required to be purchased by the CUSTOMER.

DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 931
CONFIDENTIAL 74
Appendix E – Integration Assumptions
Itron provides customers and 3rd party vendors with the capability to access OpenWay Collection Engine (OWCE) services, data, and processes through published and supported interoperability standards using Web Services and XML (Extensible Markup Language) format.

The following table outlines the accepted Itron interface formats for integration with CUSTOMER systems and their respective applications. The formats below are supported for the planned CUSTOMER RF-LAN Itron solution and can be further referenced in Itron’s OpenWay Collection Engine Web Services Reference Guide V7.0 SP2 document.

Banning System Description Itron
System
Itron Interface Format Purpose
SATEC Customer Info
System (CIS)
Application(s)
OpenWay
Collection
Engine
(OWCE)
v7.0 SP2
Itron Standard XML format using Web
Services type invoked processes to perform
common service requests such as (but not
limited to):
• Provisioning Service (e.g. Add or
remove devices)
• Control Service (e.g. Meter
reconnect/disconnect)
• Data Service (e.g. Register and
Interval data requests, Interactive
reads ‘AKA On-Demand Reads’)
• Event Subscriber Service (e.g.

Meter Events Log, Power Outage
event data)
• Measurement Data (e.g. Voltage
Monitoring Data)
Note: For the complete list of available service
requests, please reference the Itron’s OpenWay
Collection Engine Web Services Reference Guide
v7.0 SP2 document.

Provide meter data
and processing
capabilities to CIS
system.

Note: Any additional integration outside of the above referenced Itron standards requires further discussion by both parties and shall be supported by the Change Order process.

DocuSign Envelope ID: 79CFFCBD-5EC3-4D76-9FF8-862101BAFEB0 932
RESOLUT]oN 2023-162

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA,

APPROVING CITYVI'IDE SOFTWARE-AS-ASERVICE (SAAS) AGREEMENTS WHEREAS, the City of Banning uses multiple software as a service agreements (SaaS) in departments throughout the City; and
WHEREAS, the SaaS are utilized necessary to the continued operations of the City; and
WHEREAS, the City Council has approved the use of certain SaaS agreements throughout the past year(s) and Staff would like to present an annual comprehensive SaaS list for City Council approval and greater transparency.

NOW, THEREFORE, BE lT RESOLVED by the City Council of the City of Banning as follows:
sEcTloN 1. The city council approves the use of city-wide saas listed in Exhibit "A" for a total cost of $1,472,173 of which $1,018,139 was previously approved.

SECTION 2. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the book of original resolutions.

PASSED, APPROVED AND ADOPTED this 12th day of September 2023' Alberto Sanchez, Mayor
City of Banning
ATTEST:
eadme Patton' DePutY CitY Clerk
City of Banning
Resolution 2023-162

933
Resolution 2023-162

APPROVED AS TO FORM AND
LEGAL CONTENT:

Serita R. Young, City Attorney
Richards, Watson & Gershon
934
CERTIFICATION:
l, Caroline Patton, Deputy City Clerk of the City of Banning, California, do hereby certify that the foregoing Resolution 2023-162, was duly adopted by the City Council of the City of Banning, California, at a regular meeting thereof held on the 12th day of September 2023 by the following vote, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Caroline Patton, Deputy City Clerk
City of Banning, California
Resolution 2023-162

935

EXHIBIT A
Li6t of SAAS Agrcements
Resolution 2023-162

936
List FY 2024
PDF markup and
laboration toolthat
used by architects,
937
List FY 2024
CivicPlus CivicEngage Citv Website Citv wide 20,946,73 1/u2023 6/30/2024 612712023 2023-r27 CivicPlus Civicplus Social media backup Citv wide 10,317.00 th/2023 7 /3U2024 6127 /2023 2023-727 Comcate Comcate Code Enforcement case
Management Community Dev 10,883.06 s/r/2023 4l30l2024 4/2s/2023 2023-72 ComDirect lnc. ComDirect lnc. Mitel Support Police Dept 7 ,625.00 7 / 112023 5/30/2024 20ta-7 7 Cummins lnsite Cummins lnsite Engine Diagnostics Fleet 770.O0 3lrl2023 2/28/2024 Cybertime Cybertime
lnternet Service &
Looped Microwave
Backbone
City wide 31,188.00 toh/2023 9/30/2024 8/24/2021 2027-71 Digital Scepter CoreTex XDR End-point Security City wide 8,160.00 7 / !/2023 6/3012024 DLT AutoCAD 2022 Engineer Drafting Community Dev,
Ensineerins. Electric
12,009.43 s/23/2023 sl22l2024
DocuSign DocuSign Document signing
software City wide 18,009-00 4/ U2023 1/37/2024
EA agreement Software One Microsoft licensing I nformation Technology 52,L46.20 8/tl2023 7 /37/2024 5125/2027 2027-40 Eagle Aerial Eagle Aerial Water Efficiency and
Data Management Water 26,936.00 7/712023 6/30/2024 4/26/2022 2022-03 UA ECS lmaging Laserfiche core records City wide 26,450.00 70/712023 9/3012024 81241202L Everbridge Nixie Alert System
Public Alert & Warning
System - Mass
Notification
City Manager 5,040.00 7u7s/2022 7t/78/2023
Govlnvest, lnc. Govlnvest lnvestment modules
OPEB, €tc. Finance 40,333.00 6/t/2023 5/37/2024 5/2712023 2023-729 G ranicus Granicus Agenda Management City wide 24,573.O2 6lrl2023 s/3712026 s/2312023 2023 9A HDL Companies HDL Business License
Business License
Manapement Finance 3,331.80 7 h/2023 6l3O/2024 3l14l2O23 2023-47 HDL Companies Cannibis Revenue Audit Fihance 22,000.00 t/7u2023 L2/3u2024 L2/1312022 2022-166 lnnowze lnnovyze Water Modeling
Software Water 4,913.00 10h4/2023 10/B/2024
lnvoice Cloud lnvoice Cloud Customer Online Bill
Pay portal for Utilities Utility Billing 5,000.00 7 / 1/2023 6l30/2024 ITRON ITRON Electric AMl, Smart
meter
Water, Electric, Utility
Bilinr 3,928.49 3/7/2021 2/29/2024 70/9/2078 207A-t29
938
Software tist FY 2024
Leadsonline, LLC
Leads online Power Plus
lnvestigation System
software
lnvestigative Software Police Dept 3,173.O0 8/712023 713112024 LexisNexis CoPlogic
solutions
LexisNexis Desk Officer Reporting Poli€e Dept 7 ,445.57 1/7/2023 6l1O/2024 Manage Engine Manage Engine Ticketing software lnformation TechnoloSy 3,940.00 7 /u2O23 6/3012024
MeeaTrak MesaTrak Fuel Management FIeet 2,995.00 12/3u2022 12/3012023 Milsoft Daffron CIS
New ClS software for
Utilities
Electric 40,000.00 s/r/2023 4/3012024 412612022 2022-46 M ilsoft Milsoft
Customer engagement
and Notification
Platform
Electric 50,000.00 412612022 412s12027 412612022 2022-46 superion Central Square Naviline ERP system nformation Technologv 108,354.96 7/712023 6l3Ol2O24 NeoGov NeoGov HR Management Human Resources 42,704.47 7 /7212023 7 hu2o24 8/2212023 2023-145 Next request Next request Public Records Request City wide 6,685.29 8lu2023 7/3712024 Nobel work orders
Workorder
Management
water, utility billinS 100,800.00 7/7/2023 6l30l2027 6/74/2022 2022-05 UA & 2022-72
OnlinelS
Online lnformation
ServiceS lnc
Portal for utility BillinS
to determine customer
credit worthiness
utility Billing 5,000.00 7lL/2O23 6l3O/2024
openGov
Budget, Planning,
Procurement
Budgeting & Planning,
Procurement
Finance 59,280.00 12/ls/2023 7211412024 8/22/2023 2023-746 OpenGov Cartigraph Cartigraph Engineering 32,500.00 12/7s12023 t2h4l2024 812212023 2023-146 oracle software, lnc. Netguite ERP Financial System Finance 70,194.00 3174/2023 3/!312024 3/14/2023 2023-44 Pixabytes Verkada PD Cameras Police Dept 3,000.00 717/2023 6/3012024 Power Monitors, lnc. Power Monitors, lnc. Canvas devices Electric 950.00 s/70/2023 sl9l2024 939
List FY 2024
Reavis Code Reavis Code
Monthly subscription
for RC Ops., Tickets
Core- Core system for
RC Ticket
Electric s4,000.00 7 / 112023 5l30l2024
Recyclist Recyclist Solid Waste
Compliance Reporting
22,707.O0 4/30/2023 4l30/2026 2023-64
Resourcex ResourceX Online PBB Finance 25,000.00 8lLl2023 7l3r/2024 Ron Turley & Associates RTA
Vehicle Maintenance
Tracking &
Management
Public Works/ Fleet 5,508.02 7/r/2023 6/30/2024

SATEC SATEC
Electric citizen
Engagement Platform -
Customer Mgmt Portal
Electric 59,662.98 2/ r/2023 rl3!2024 812212023 2023-737 SecureMax Provision Bus Cameras Public Works/ Fleet 5,748.00 3/7s12023 3/L4/2028 412612022 2022-39 Satellite Phone Store lridium Emergency Svc - montly lnformation Technolog) 4,003.35 8/7/2023 1l3L/2024 Snag it Snag it D€sktop recorder Finance 3,800.00 7/r/2023 6/30/2024 Softwa re One Backup, Azure Simple File system backup lnformation TechnoloBy 1,183.38 7 /r/2023 6/3012024 SPS VAR, LLC SPS VAR, LLC Elite - 12 mo svc lnformation Technology 7 ,223.OO 70l7l2023 9l10/2024 SunRidge Systems RIMS
PD computer aided
dispatch & records
management
Police Dept 25,049.00 9/24/2023 9123/2024
Swiftly Solutions Swiftly Solutions GPs tracking for transit vehicles
Transit 2,702.38 717/2023 6l30/2024
Survalent Technology,
lnc.

Survalent Technology,
lnc. SCADA Servers Electric 26,739.57 519/2023 s/812026 6127 /7023 2023-130 Token Transit Token Transit Mobile TicketinB for
Transit busins
Transit
10% of Gross
proceeds
7 /t/2023 6/10/2024
940
Software tist FY 2024
ln-blooal utiliPad
Data Orbit transfer
service for GPs
cneterinS rod for
maoping
Electric 2,685.00 70/26/2023 70/25/2024
Turbo Oata SYstems Turbo Data
Citation Processing
Services
Police Dept 3,000.00 8lLl2023 7 /3U2024
Virtual Proiect Manager Virtual PM
Project management
software Engineering 12,000.00 3/7/2023 3/rl2024
vSphere Virtual environment lnformation Technology 2,430.00 7 /1/2023 6/10/2024 When I Work When I Work
Timeclock for seasonal
and Part-Time Staff
Parks & Rec 5,000.00 7/U2023 6/30/2024
Zencity Zencity
Community
Engagement Software
City Manager 21,000.00 121612022 72/6/2024 2022-t60
Win Can Win Can
CCTV for the sewer
5Vstems
collections 4,495.00 7lL/2O23 6/30/2024
Zoho Corporation Zoho Corporation Tech Support Live lnformation Technology 3,940.00 7lr/2023 5/10/2024 Konnect Konnect
0-365 integration
software City wide 2,973.76 70/r/2023 9/fol2024
PDQ Deploy PDQ Deploy Software Deployment lnformation Technologt 1,500.00 5lL3/2023 6/72/2024 PDQ lnvt PDQ lnvt Software lnventory lnformation Technologt 1,500.00 5/73/2023 6/72/2024 Zenner Stealth
Zenner meter reads for
AMI
Water 1,200.00 7 / tl2o23 6/10/2024 8/27 /2Or9
xc2 xc2
Water Backflow
Management
Water 5,500.00 7/L/2023 6/30/2024
KUBRA Drop counter
Water Citizen
Engagement Platform
Water 20,000.00 7/712023 6/30/2024 4126/2022 2022-03 UA Honeywell Digital watchdog City Cameras lnformation Technology Replacing with
Visilant
941

CITY OF BANNING

STAFF REPORT
TO: CITY COUNCIL
FROM: Douglas Schulze, City Manager
PREPARED BY: Holly Stuart, Public Works Program Manager Art Vela, Director of Public Works
MEETING DATE: January 9, 2024
SUBJECT: Consideration of Resolution 2024-07, Consolidating Agreements Under Public Works Department for Fire and Intrusion Alarm Monitoring, Maintenance and Repair Services in the Amount of $107,100 for a 5-Year Term and Terminate Existing Duplicate Monitoring Services Agreements RECOMMENDATION:

Staff recommends that City Council adopt Resolution 2024-07:

1. Award an agreement for Fire and Intrusion Alarm Monitoring, Maintenance and Repair Services for City Facilities for a 5-year period with Vision Security Systems in the amount of $107,100 for a 5- year term and terminate existing duplicate monitoring services agreements.

2. Authorize the City Manager or designee to make necessary budget adjustments, appropriations and transfers related to the agreement with Vision Security Systems.

3. Authorize the City Manager or designee to execute the Agreement with Vision Security Systems as to form approved by the City Attorney Office.

BACKGROUND:

The City of Banning, under the Public Works Department, Building Maintenance Division, oversees the fire and intrusion monitoring services contracts for City facilities. On May 10, 2022 under Resolution 2022-52 following a formal bid process, City Council awarded a 3-year agreement through July of 2025 to Vision Security Systems in the amount of $63,107 for Fire and Intrusion Alarm Equipment, Installation, Monitoring, Maintenance and Repair Services for City facilities for the below identified locations.

Line Item Facility Description Location / Address

1. Dysart Park 2108 Victory

2. Banning Airport 200 S. Hathaway

3. Fire Station - Admin. 3900 W. Wilson

4. Community Center 789 N. San Gorgonio

5. Senior Center & Computer Room 769 N. San Gorgonio

6. Aquatic Center 749 N. San Gorgonio

7. Police Department 125 E. Ramsey

8. Police Department - Wilson
Storage
5261 W. Wilson
942

9. Police Department - Airport
Evidence Storage
200 S. Hathaway

10. Repplier Park Shelter House 749 N. San Gorgonio

11. City Yard - Admin Offices 176 E. Lincoln

12. City Yard - Street Warehouse 176 E. Lincoln

13. City Yard - Fleet Shop 176 E. Lincoln

14. City Hall 99 East Ramsey

15. Lions Park - Restroom Charles & Hargrave

16. Armory Nicolet
The initial cost for the purchase and installation of equipment amounted to $36,107. The annual monitoring cost amounted to $27,000 for a 3-year term beginning August 1, 2022 through July 31, 2025 or in other words, monitoring costs amounted to $9,000 per year.

In addition to the above, separately the City of Banning Public Works Department obtains services from the same vendor, Vision Security Systems, for alarm monitoring services for the Water Yard and Wastewater Treatment Plant with annual monitoring services amounting to $840.00 as shown below.

Line Item Facility Description Location / Address

1. Water Yard 3333 Bluff Road

2. Wastewater Treatment Plant 2242 Charles Street
Per the Administrative Services Department, Purchasing Division, it has been requested that all existing and active agreements under the Public Works Department with Vision Security Systems for fire and intrusion alarm monitoring, maintenance and repair services be consolidated. As a result, staff respectfully requests the approval and award of a revised services agreement with Vision Security Systems for a five (5) year term in the amount of $107,100 to consolidate these agreements per the below cost breakdown. Vision Security Systems has agreed to maintain the existing monitoring costs with no increase. With the approval of a revised consolidated agreement, existing fire and intrusion alarm monitoring, maintenance and repair services agreements will be terminated.

Line Item
Facility
Description
Location /
Address
Monthly
Intrusion
Monitoring
Fee
Monthly Fire
Monitoring
Fee
Annual
Monitoring
Fees
5-year
Monitoring
Fee

1. Dysart Park 2108 Victory $35 --- $420 $2,100

2. Banning Airport
200 S.

Hathaway
$35 --- $420 $2,100

3. Fire Station –
Admin
3900 W. Wilson
$35 --- $420 $2,100

4. Community
Center
789 N. San
Gorgonio
$35 --- $420 $2,100

5. Senior Center &
Computer Room
769 N. San
Gorgonio
$35 --- $420 $2,100
943

6. Aquatic Center
749. N. San
Gorgonio
$35 --- $420 $2,100

7. Police
Department
125 E.

Ramsey
$35 $50 $1,020 $5,100

8. Police
Department – Wilson Storage
5261 W. Wilson
$35 --- $420 $2,100

9. Police
Department –
Police Airport
Evidence
200 S
Hathaway
$35 --- $420 $2,100

10. Repplier Park
Shelter House
749 N. San
Gorgonio
$35 $420 $2,100

11. City Yard -
Admin Offices
176 E. Lincoln $35 $50 $1020 $5,100

12. City Yard - Warehouse176 E. Lincoln $35 --- $420 $2,100

13. City Yard - Fleet
Shop
176 E. Lincoln $35 --- $420 $2,100

14. City Hall 99 E. Ramsey $35 $50 $1,020 $5.100

15. Lions Park -
Restroom
Charles &
Hargrave
$35 --- $420 $2,100

16. Armory Nicolet $40 --- $480 $2,400

17. Water Yard
3333 Bluff
Road
$35 --- $420 $2,100

18. Wastewater
Treatment Plant
2242 Charles
Street
$35 --- $420 $2,100

19. Unforeseen
additional
maintenance or
addition of
monitoring
locations
TBD TBD TBD TBD $60,000
Totals $635 $150 $9,420 $107,100
In addition to the above identified monitoring costs, staff requests approval of an additional $60,000 for the term of the agreement for services as needed to address maintenance, repairs and additional monitoring services should locations need to be added to the scope. If approved, the total agreement for a five (5) year term including monitoring, maintenance and repair services will amount to $107,100.

If approved, new equipment and installation services procured by the City outside of regular maintenance and repair for the locations and services established above will be processed as a separate project and under a separate agreement. Accordingly, monitoring services that result from these separate projects will be added to the monitoring agreement approved under this resolution within the identified parameters.

JUSTIFICATION:

Alarm monitoring services are needed to secure City facilities against criminal activities. Services are also needed for the protection of property and life from potential criminal activities or those that may 944
result from fire.

During the last formal bid process administered by the City in 2022, Vision Security Systems was the highest rated and most qualified company that submitted a proposal. Currently, the City has an active monitoring services agreement with this vendor through July of 2025 that will be terminated and replaced with new agreement consolidating all active monitoring services. Vision Security Systems has also committed to maintain the same costs with no increase for monitoring services.

FISCAL IMPACT:

An appropriation to the Building Maintenance Fund, Account No. 704-3200-412.23-19 (Contractual Services/Alarm Services) in the amount of $107,100 is required to fund the 5-Year service agreement for fire and intrusion alarm monitoring, maintenance and repairs. The Building Maintenance Fund is an Internal Service Fund used for government-wide services provided primarily or only to internal customers. The funding needed for the appropriation to fund the new agreement will be transferred from accounts from other departments based on the City’s current Cost Allocation Plan.

ALTERNATIVES:

1. Adopt Resolution 2024-07 as recommended.

2. Adopt Resolution 2024-07 with modifications.

3. Do not approve Resolution 2024-07 and provide alternative direction to staff. Staff may continue with the current service provider under its current agreement for the identified City facilities through July 31, 2025 excluding the Water Yard and Waste Water Treatment Plant which may be processed separately on an annual basis.

ATTACHMENTS:

1. Resolution 2024-07, Alarm Services Consolidation.docx

2. Exhibit A - C00953 VISION SECURITY SYSTEMS v2 (RWG Version).pdf

3. Vision Quote.pdf
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Resolution 2024-07

RESOLUTION 2024-07

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA,

APPROVING THE CONSOLIDATION OF AGREEMENTS UNDER THE PUBLIC WORKS

DEPARTMENT FOR FIRE AND INTRUSION ALARM MONITORING SERIVCES IN THE AMOUNT OF $107,100 FOR A 5-YEAR TERM AND TERMINATING THE EXISTING

DUPLICATE MONITORING SERVICES AGREEMENTS
WHEREAS, on May 10, 2022 following a formal bid process, a 3-year agreement for the below listed locations was awarded to Vision Security Systems for the installation of equipment and for intrusion and fire monitoring services managed by the Public Works Department, Building Maintenance Division; and
WHEREAS, in addition to the referenced locations in “Exhibit A,” monitoring service agreements were awarded separately for the Water Yard and Wastewater Treatment Plant; and WHEREAS, the Administrative Services Department, Purchasing Division, requested that existing intrusion and fire alarm monitoring service agreements under the Public Works Department be consolidated; and
WHEREAS, under approval of this resolution, the existing monitoring agreement for the abovementioned locations will be terminated and monitoring services for these locations will be consolidated into one 5-year term agreement, and
WHEREAS, new equipment and installation services procured by the City outside of regular maintenance and repair for the locations and services established under this approval will be processed as a separate project and under a separate agreement; and WHEREAS, monitoring services that result from the installation of equipment at new locations will be added to the monitoring agreement approved under this resolution within the identified parameters; and
WHEREAS, the new agreement will be funded by the Building Maintenance Fund, Account No. 704-3200-412.23-19 (Contractual Services/Alarm Services).

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Banning as follows:

SECTION 1. The City Council approves agreement for Fire and Intrusion Alarm Monitoring, Maintenance and Repair Services for City Facilities for a 5-year period with Vision Security Systems in the amount of $107,100 for a 5-year term and terminate existing duplicate monitoring services agreements.

SECTION 2. The City Manager is authorized make necessary budget adjustments, appropriations and transfers related to the Agreement with Vision Security Systems.

SECTION 3. The City Manager is authorized to execute the Agreement with Vision Security Systems as to form approved by the City Attorney Office. 946
Resolution 2024-07

SECTION 4. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the book of original resolutions.

PASSED, APPROVED AND ADOPTED this 9th day of January 2024.

Alberto Sanchez, Mayor
City of Banning
ATTEST:

Caroline Patton, Administrative City Clerk
City of Banning

APPROVED AS TO FORM AND
LEGAL CONTENT:

Serita R. Young, City Attorney
Richards, Watson & Gershon
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Resolution 2024-07

CERTIFICATION:

I, Caroline Patton, Deputy City Clerk of the City of Banning, California, do hereby certify that the foregoing Resolution 2024-07, was duly adopted by the City Council of the City of Banning, California, at a regular meeting thereof held on the 9th day of January 2024 by the following vote, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Caroline Patton, Administrative City Clerk
City of Banning, California
948
Resolution 2024-07

Exhibit A
Alarm Monitoring Service Locations
Line
Item
Facility Description Location / Address

1. Dysart Park 2108 Victory

2. Banning Airport 200 S. Hathaway

3. Fire Station – Admin 3900 W. Wilson

4. Community Center 789 N. San Gorgonio

5. Senior Center 769 N. San Gorgonio

6. Senior Center – Computer
Room
769 N. San Gorgonio

7. Aquatic Center 749. N. San Gorgonio

8. Police Department 125 E. Ramsey

9. Police Department –
Wilson Storage
5261 W. Wilson

10. Police Department –
Police Airport Evidence
200 S Hathaway

11. Repplier Park Shelter
House
749 N. San Gorgonio

12. City Yard – Admin offices 176 E. Lincoln

13. City Yard – Street
Warehouse
176 E. Lincoln

14. City Yard – Fleet Shop 176 E. Lincoln

15. City Hall 99 East Ramsey

16. Lions Park - –restroom Charles & Hargrave

17. Armory Nicolet
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Exhibit B
Agreement for Services
950
2344655v8
AGREEMENT FOR PROFESSIONAL SERVICES (C00953) FOR FIRE

AND INTRUSION ALARM EQUIPMENT, INSTALLATION,

MONITORING, MAINTENANCE & REPAIR BY AND BETWEEN CITY

OF BANNING AND VISION SECURITY SYSTEMS
THIS AGREEMENT FOR PROFESSIONAL SERVICES (herein “Agreement”) is entered into as of: ___________________, (“Effective Date”) by and between the CITY OF BANNING, a California municipal corporation (“City”) and CHAUNNON GOLDBERG DBA VISION SECURITY SYSTEMS, a Sole Proprietor (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. City has sought, by issuance of a Request for Proposals (RFP No. 22-009), the performance of the services for the Fire and Intrusion Alarm Equipment, Installation, Monitoring, Maintenance & Repair prepared in connection therewith, and as further defined and described particularly in Article 1 of this Agreement.

B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by City to perform those services.

C. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

D. Pursuant to the City of Banning’s Municipal Code, City has authority to enter into this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit A and incorporated herein by this reference, which services may be referred to herein as the “Services” hereunder. As a material inducement to City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the Services contemplated herein. Consultant shall at all times 951
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faithfully, competently and to the best of its ability, experience and talent, perform all Services described herein. Consultant covenants that it shall follow the highest professional standards in performing the Services required hereunder and that all materials will be of good quality, and fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. This Agreement calls for services that, in whole or in part, constitute “public works” as defined in the California Labor Code. Therefore, as to those services that are “public works,” Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B hereto.

1.2 Contract Documents and Exhibits.

This Agreement includes the Request for Proposal and Consultant’s accepted proposal (“Contract Documents”), both of which are on file with the City and incorporated herein by this general reference as though fully set forth herein. Exhibit A (Scope of Services), Exhibit B (Special Requirements), Exhibit C (Schedule of Compensation), and Exhibit D (Schedule of Performance) also constitute a part of this Agreement and are incorporated into this Agreement by this reference. Except as set forth in Section 1.10 regarding Exhibit B, this Agreement controls over the Contract Documents and the provisions in Exhibits A, B and C.

1.3 Compliance with Law.

Consultant shall keep itself informed concerning all ordinances, resolutions, statutes, rules, and regulations of City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered, and shall render all Services hereunder in accordance therewith.

1.4 Licenses, Permits, Fees and Assessments.

Consultant shall obtain and maintain during the term of this Agreement, at its sole cost and expense, all necessary licenses, permits, certificates and approvals required by law for the performance of Services under this Agreement, including a City business license. Consultant shall have the sole obligation to pay for all fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and which arise from or are necessary for Consultant’s performance of the Services required by this Agreement. Consultant shall indemnify, defend and hold harmless City, its officers, employees or agents, against all such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.5 Familiarity with Services.

By executing this Agreement, Consultant warrants that Consultant: (i) has thoroughly investigated and considered the Scope of Services to be performed, (ii) has carefully considered how the Services should be performed, and (iii) fully understands the facilities and any difficulties and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions existing therein, prior to commencement of Services hereunder. Should Consultant discover any latent or unknown conditions, which will materially affect the performance of the Services hereunder, Consultant shall immediately inform 952
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City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the Contract Officer (defined in Section 1.12. A).

1.6 Prevention of Loss and Damages.

Consultant shall adopt reasonable methods during the Term (defined in Section 3.4) to furnish continuous protection to the work product, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Services by City, except such losses or damages as may be caused by City’s own negligence.

1.7 Further Responsibilities of Parties.

Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both Parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonable necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither Party shall be responsible to perform the Services of the other.

1.8 Additional Services.

City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra services beyond that specified in the Scope of Services or to make changes by altering, adding to or deducting from the Services. No such extra services may be undertaken unless a written order is first given by the Contract Officer to Consultant, which written order incorporates therein an adjustment in (i) the Contract Sum (as defined in Section

2.1), and/or (ii) the Schedule of Performance, (as defined in Section 3.2), and which written order is approved in writing by Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum, or $25,000, whichever is less; or in the Schedule of Performance of up to one hundred eighty (180) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to Services which are specifically set forth in the Scope of Services or which are reasonably contemplated therein. Consultant hereby acknowledges that it accepts the risk that the Services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor.

1.9 Facilities and Equipment.

Except as otherwise provided, Consultant shall, at its own cost and expense, provide all facilities and equipment necessary to perform the Services required by this Agreement. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space (“City Facilities”), as City deems, in its sole discretion, to be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of City. The location, quality, and time of furnishing City Facilities shall be in the sole discretion of City. In no event shall City be required to furnish any facilities that may involve incurring any direct expense, including but not limited to a computer, long distance telephone, network data, internet or other communication charges, vehicles and reproduction facilities. 953
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1.10 Special Requirements.

Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit B and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit B and any other provisions of this Agreement, the provisions of Exhibit B shall govern.

1.11 Corrections.

In addition to the indemnification obligations set forth in Article 4, and Sections 1.4, 1.13,

5.3, 5.4, and 6.3, Consultant shall correct, at its expense, all errors in the Services which may be disclosed during City’s review of Consultant’s report or plans. Should Consultant fail to make such correction(s) in a reasonably timely manner, such correction(s) may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction(s) from any retention amount held by City, or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction(s), as provided in Section 6.3.

1.12 Party Representatives.

A. Contract Officer: For the purposes of this Agreement, the Contract Officer shall be the City Manager, or such other person designated in writing by the City Manager (“Contract Officer”). Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of City required hereunder to carry out the terms of this Agreement.

B. Principals and Personnel of Consultant.
1) Consultant Representative: The following principal of Consultant is hereby designated as being the Consultant Representative authorized to act on Consultant’s behalf regarding the Services specified herein and make all decisions in connection therewith:

Name Title
Chaunnon Goldberg Owner
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing Consultant Representative were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing Consultant Representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Consultant Representative. For purposes of this Agreement, the foregoing Consultant Representative may not be replaced nor may their responsibilities be substantially reduced or reassigned by Consultant without the express written approval of City. It shall be Consultant’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the Services, and Consultant shall refer any decisions which must be made by City to the Contract Officer. 954
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2) Consultant’s Personnel: Consultant has, or will secure at its own expense, all personnel required to perform the Services required under this Agreement. All of the Services required under this Agreement shall be performed by Consultant or under its supervision, and all personnel engaged in the Services shall be qualified to perform such Services. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and sub-contractors, if any, assigned to perform the Services required under this Agreement.

Consultant shall notify City of all changes in Consultant’s staff and sub-contractors, if any, assigned to perform the Services required under this Agreement, prior to and during any such performance. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires to reassign any staff or sub-contractor of Consultant, City shall give notice as set forth in Section 8.1. Consultant shall, immediately upon the receipt of the notice to re-assign staff from City, reassign such person or persons.

1.13 Independent Contractor.

A. Consultant is an independent contractor and not an employee of City.

Consultant shall have no power to incur any debt, obligation, or liability on behalf of City. All Services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the Services. Any additional personnel performing Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

B. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant’s personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Section.

1.14 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Consultant, the Consultant Representative and employees were a substantial inducement for City to enter into this Agreement.

Therefore, Consultant shall not contract with any other entity to perform in whole or in part the Services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty-five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this 955
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Agreement shall be void. No approved transfer shall release Consultant or any surety of Consultant of any liability hereunder without the express consent of City.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, as full compensation for Services satisfactorily rendered, City shall pay Consultant at the hourly rates set forth in Exhibit C-1 and the not-to-exceed sub-budget rates set forth in the “Schedule of Compensation” attached hereto as Exhibit C and incorporated herein by this reference. In no event shall Consultant be paid more than One Hundred Seven Thousand One Hundred Dollars ($107,100.00) (the “Contract Sum”).

The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City. Coordination of the performance of the Services with City is a critical component of the Services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending those meetings.

2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion of the Services, (ii) payment in accordance with specified tasks or the percentage of completion of the Services, (iii) payment for time and materials based upon Consultant’s rates as specified in the Schedule of Compensation, provided that time estimates are provided for the performance of sub tasks, but not exceeding the Contract Sum or (iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses.

City shall only reimburse Consultant for those actual and necessary expenses expressly set forth in Exhibit C. Reimbursable expenses may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual sub-contractor expenses of an approved sub-contractor pursuant to Section 1.14, and only if specified in the Schedule of Compensation.

2.4 Unauthorized Services and Expenses.

City will not pay for any Services or reimburse for any expenses incurred which are not specified in the Scope of Services, unless authorized in writing as set forth in Section 1.8 of this Agreement. City shall make payment for such authorized additional Services and expenses in accordance with Article 2 of this Agreement.

2.5 Invoices.

Each month Consultant shall furnish to City an original invoice for all Services performed and expenses incurred during the preceding month. Each such invoice shall contain all of the information set forth in Section III of Exhibit C to this Agreement. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the 956
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Agreement. Consultant shall not invoice City for any duplicate Services performed by more than one person.

City shall independently review each invoice submitted by Consultant to determine whether the Services performed and expenses incurred are in compliance with the provisions of this Agreement. City will use its best efforts to cause Consultant to be paid within thirty (30) days of receipt of Consultant’s correct and undisputed invoice, except as to any charges for Services performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 6.3. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City of any invoice provided by Consultant shall not constitute waiver of any rights or remedies provided herein or any applicable law.

2.6 Waiver.

Payment to Consultant for Services performed pursuant to this Agreement shall not be deemed to waive any defects in Services performed by Consultant.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement.

3.2 Schedule of Performance.

Consultant shall commence the Services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit D and incorporated herein by this reference.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the Services rendered pursuant to this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant. Such unforeseeable consequences include, but are not restricted to, acts of God or public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, if Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified, subject to the provisions of Section 1.8. The Contract Officer’s determination (or the City Council’s determination, in the event the period of enforced delay exceeds the period specified in Section

1.8) shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant 957
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be entitled to recover damages against City for any delay in the performance of this Agreement, however caused; Consultant’s sole remedy shall be the extension of the Agreement pursuant to this Section.

3.4 Term.

The Term of this Agreement shall be from the Effective Date and will remain in full force and effect for five (5) years, unless sooner terminated as provided in Article 6 of this Agreement or extended as provided in Sections 1.8 and 3.3 of this Agreement. Maximum term and any subsequent amendment or modification shall not exceed five (5) years.

ARTICLE 4. INSURANCE AND INDEMNIFICATION

4.1 Minimum Scope and Limits of Insurance.

Consultant shall procure and at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:

A. Commercial General Liability Insurance with a minimum limit of $1,000,000.00 per occurrence for bodily injury, personal injury and property damage and a general aggregate limit of $2,000,000.00 per project or location. If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, members, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds.

B. Automobile Liability Insurance for any owned, non-owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of $1,000,000.00 per accident for bodily injury and property damage. If Consultant does not use any owned, non-owned or hired vehicles in the performance of Services under this Agreement, Consultant shall obtain a non-owned auto endorsement to the Commercial General Liability policy.

C. Workers’ Compensation Insurance as required by the State of California and Employer’s Liability Insurance with a minimum limit of $1,000,000.00 per accident for bodily injury or disease. If Consultant has no employees while performing Services under this Agreement, workers’ compensation policy is not required; however, Consultant shall execute a declaration that it has no employees.

D. Professional Liability/Errors and Omissions Insurance with minimum limits of $1,000,000.00 per claim and in the aggregate.

4.2 Acceptability of Insurers.

The insurance policies required under this Article shall be issued by an insurer admitted to write insurance in the State of California with a rating of A:VII or better in the latest 958
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edition of the A.M. Best Insurance Rating Guide. Self-insurance shall not be considered to comply with the insurance requirements under this Article.

4.3 Additional Insured.

The commercial general and automobile liability policies shall contain an endorsement naming City, its officers, employees, agents and volunteers as additional insureds.

4.4 Primary and Non-Contributing.

The insurance policies required under this Article shall apply on a primary noncontributing basis in relation to any other insurance or self-insurance available to City. Any insurance or self-insurance maintained by City, its officers, employees, agents or volunteers, shall be in excess of Consultant’s insurance and shall not contribute with it.

4.5 Consultant’s Waiver of Subrogation.

The insurance policies required under this Article shall not prohibit Consultant and Consultant’s employees, agents or sub-contractors from waiving the right of subrogation prior to a loss. Consultant hereby waives all rights of subrogation against City.

4.6 Deductibles and Self-Insured Retentions.

Any deductibles or self-insured retentions must be declared to and approved by City. At City’s option, Consultant shall either reduce or eliminate the deductibles or self-insured retentions with respect to City; or Consultant shall procure a bond guaranteeing payment of losses and expenses.

4.7 Cancellations or Modifications to Coverage.

Consultant shall not cancel, reduce or otherwise modify the insurance policies required by this Article during the term of this Agreement. The commercial general and automobile liability policies required under this Agreement shall be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail 30 days’ prior written notice to City. If any insurance policy required under this Article is canceled or reduced in coverage or limits, Consultant shall, within two (2) Business Days (as defined in Section 8.12) of notice from the insurer, phone, fax or notify City via certified mail, return receipt requested, of the cancellation of or changes to the policy.

4.8 City Remedy for Noncompliance.

If Consultant does not maintain the policies of insurance required under this Article in full force and effect during the term of this Agreement, or in the event any of Consultant’s policies do not comply with the requirements under this Article, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant’s expense, the premium thereon.

Consultant shall promptly reimburse City for any premium paid by City, or City may withhold amounts sufficient to pay the premiums from payments due to Consultant. 959
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4.9 Evidence of Insurance.

Prior to the performance of Services under this Agreement, Consultant shall furnish the City Clerk with a certificate or certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Article. The endorsements are subject to City’s approval. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current endorsements on file with the City Clerk.

Consultant shall provide proof to the City Clerk that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two (2) weeks prior to the expiration of the coverages.

4.10 Indemnity Requirements not Limiting.

Procurement of insurance by Consultant shall not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duty to indemnify City under this Agreement.

4.11 Sub-contractor Insurance Requirements.

Consultant shall require each of its sub-contractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Article.

4.12 Indemnification, Hold Harmless, and Duty to Defend.

A. Indemnification of City.
1) Indemnity for Design Professional Services. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, indemnify, and hold harmless City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith, and reimbursement of attorney’s fees and costs of defense (collectively “Liabilities”), whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful misconduct of Consultant, its officers, agents, servants, employees, subcontractors, material men, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of design professional services under this Agreement by a “design professional,” as the term is defined under California Civil Code Section 2782.8(c). 2) Other Indemnities. Other than in the performance of design professional services, and to the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold harmless and indemnify Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith and the payment of all consequential 960
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damages (collectively “Claims”), at law or in equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant, its officers, agents, servants, employees, sub-contractors, materialmen, consultants or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Claims arising from the sole negligence or willful misconduct of the Indemnitees as determined by court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Claims with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith.
3) Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall fully comply with the workers’ compensation law regarding Consultant and Consultant’s employees. Consultant shall indemnify and hold City harmless from any failure of Consultant to comply with applicable workers’ compensation laws.

City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this subparagraph A.3. 4) Consultant shall obtain executed indemnity agreements with provisions identical to those in this Article from each and every sub-contractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities and Claims, in law or in equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant’s sub-contractor, its officers, agents, servants, employees, sub-contractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant’s sub-contractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities and Claims arising from the sole negligence or willful misconduct of the Indemnitees, as determined by court decision or by the agreement of the Parties.

B. Workers’ Compensation Acts not Limiting. Consultant’s indemnifications and obligations under this Article, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.

C. Insurance Requirements not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities in this Article shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities, tax, assessment, penalty or interest asserted against City. 961
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D. Survival of Terms. Consultant’s indemnifications and obligations under this Article shall survive the expiration or termination of this Agreement.

ARTICLE 5. RECORDS, REPORTS, AND RELEASE OF INFORMATION

5.1 Service Records.

Consultant shall keep, and require sub-contractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and Services performed hereunder (the “Service Records”), as shall be necessary to perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. Any and all such Service Records shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such Service Records at all times during normal business hours of City, including the right to inspect, copy, audit and make copies and transcripts from such Service Records. Such Service Records shall be maintained for a period of three (3) years following completion of the Services hereunder, and City shall have access to such Service Records in the event any audit is required. In the event of dissolution of Consultant’s business, custody of the Service Records may be given to City, and access shall be provided by Consultant’s successor in interest (“Consultant’s Successor”). If custody of the Service Records is given to Consultant’s Successor, Consultant shall give written notice to City of the transfer of the Service Records to Consultant’s Successor. The notice shall include contact information (address and telephone number) for Consultant’s Successor, and access shall be provided to City by Consultant’s Successor.

5.2 Reports.

Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that City is greatly concerned about the cost of Services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services contemplated herein, Consultant shall promptly notify the Contract Officer of that fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.

5.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “Consultant Documents”) prepared by Consultant, its employees, sub-contractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the Consultant Documents hereunder. Any use, reuse or assignment of such completed Consultant Documents for other projects and/or use of uncompleted Consultant Documents without specific written authorization by Consultant will be at City’s sole 962
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risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use or assignment. Consultant may retain copies of such Consultant Documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. All sub-contractors shall provide for assignment to City of all Consultant Documents prepared by them; and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom.

5.4 Confidentiality and Release of Information.

A. All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.

B. Consultant, its officers, employees, agents or sub-contractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena.

C. If Consultant, or any officer, employee, agent or sub-contractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys’ fees, caused by or incurred as a result of Consultant’s conduct.

D. Consultant shall promptly notify City should Consultant, its officers, employees, agents or sub-contractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any Party regarding this Agreement and the Services performed thereunder. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite the response.

ARTICLE 6. ENFORCEMENT OF AGREEMENT AND TERMINATION

6.1 California Law.

This Agreement, and any dispute arising from the relationship between the Parties to this Agreement, shall be interpreted, construed and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such 963
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court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.

6.2 Disputes; Default.

A. In the event that City determines Consultant is in default under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any Services performed after the date of default. In addition to the provisions of Section 4.8, and the right to terminate pursuant to Section 6.7, if the City Manager determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, City may serve Consultant with written notice of the default. Consultant shall have ten (10) calendar days after service upon it of the notice in which to cure the default by rendering a satisfactory performance.

In the event that Consultant fails to cure its default within such period of time, City may, notwithstanding any other provision of this Agreement, terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

B. In the event of termination pursuant to this Section, City may take over the Services and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Consultant for the purpose of set-off or partial payment of the amounts owed City as provided in Section 6.3.

6.3 Retention of Funds.

Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement): (i) any payment amount of which may be in dispute hereunder or which is necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, (ii) all amounts retained pursuant to the provisions of Section 4.8, (iii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement, and (iv) all payments due or that become due to Consultant during the period that Consultant or any of its sub-contractors fail to maintain any required insurance in full force and effect, until notice is received by City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to City, as provided in Section 4.9, above. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Consultant to insure, indemnify, and protect City as elsewhere provided herein.

6.4 Waiver.

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Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement.

Acceptance by City of any Services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver.

Any waiver by either Party of any default must be in writing, and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

6.5 Rights and Remedies are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

6.6 Legal Action.

In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant must file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action against City under this Agreement.

6.7 Termination Prior to Expiration of Term.

This Article 6 shall govern any termination of this Agreement except as specifically provided in Section 6.2 for termination for default of Consultant. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of Consultant, the period of notice may be a shorter time as may be determined by the Contract Officer. In addition, Consultant reserves the right to terminate this Agreement at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of City, the period of notice may be a shorter time as Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all Services hereunder except such as may be specifically approved by the Contract Officer. Except where Consultant has initiated termination, Consultant shall be entitled to compensation for all Services rendered prior to the effective date of the notice of termination and for any Services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 6.3. In the event Consultant has initiated termination, Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating Party need not provide the non-terminating Party with the opportunity to cure pursuant to Section 6.2.
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6.8 Attorneys’ Fees.

In any litigation or other proceeding by which a Party seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing Party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys’ fees. Attorneys’ fees shall include attorney’s fees on any appeal, and in addition the Party entitled to attorneys’ fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 7. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

7.1 Non-liability of City Officers and Employees.

No officer or employee of City shall be personally liable to Consultant, or Consultant’s Successor, in the event of any default or breach by City or for any amount which may become due to Consultant or Consultant’s Successor, or for breach of any obligation of the terms of this Agreement.

7.2 Conflict of Interest.

Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of Services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or sub-contractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

No officer or employee of City shall have any direct or indirect financial interest in this Agreement within the scope of Government Code section 1090, nor shall any such officer or employee make, participate in making, or use his or her official position to influence, any City decision relating to the Agreement which has a material financial effect on his or her financial interests or the financial interests of any corporation, partnership or association in which he or she is, directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that it has not paid or given, and will not pay or give any third party any money or other consideration for obtaining this Agreement.

Consultant and its officers, employees, associates and sub-contractors, if any, shall comply with all conflict of interest statutes of the State of California applicable to Consultant’s Services under this Agreement, including the Political Reform Act (Gov. Code § 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant may perform similar services for other clients; but Consultant and its officers, employees, associates and subcontractors shall not, without the Contract Officer’s prior written approval, perform services for another person or entity for whom Consultant is not currently performing services that would 966
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require Consultant or one of its officers, employees, associates or sub-contractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. Consultant shall incorporate a clause substantially similar to this Section into any subcontract that Consultant executes in connection with the performance of this Agreement.

7.3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, or ancestry in the performance of this Agreement.

Consultant shall take affirmative action to insure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry, or other protected class.

7.4 Unauthorized Aliens.

Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of Services covered by this Agreement, and should the any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City.

ARTICLE 8. MISCELLANEOUS PROVISIONS

8.1 Notices.

Any notice, demand, request, document, consent, approval, bill, invoice, report or other communication required or permitted under this Agreement shall be in writing and conclusively deemed effective: (a) on confirmed delivery by courier service or overnight delivery service during Consultant’s and City’s regular business hours; or (b) three (3) Business Days after deposit in the United States mail, by certified or registered mail, and addressed to the Party to be notified as set forth below:

If to City Attn: Arturo Vela
Director of Public Works
City of Banning
99 East Ramsey Street
Banning, California 92220
Email: [email protected]
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With a courtesy copy to: Serita Young, City Attorney
Richards, Watson & Gershon
350 South Grand Avenue, 37th Floor
Los Angeles, California 90071
Email: [email protected]
If to Consultant: Attn: Chaun Goldberg, Owner
Vision Security Systems
23800 Sunnymead Blvd. Ste. G
Moreno Valley, CA 92553
Email: [email protected]

8.2 Interpretation.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

8.3 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

8.4 Integration; Amendment.

This Agreement, and all exhibits referred to in this Agreement, constitute the final, complete and exclusive statement of the terms of the agreement between the Parties pertaining to the subject matter of this Agreement and supersede all other and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the Parties, and none shall be used to interpret this Agreement. No Party has been induced to enter into this Agreement by, nor is any Party relying on, any representation or warranty except those expressly set forth in this Agreement. No amendment to or modification of this Agreement, nor any provision or breach hereof waived, shall be valid unless made in writing and approved by Consultant and by City Council. The Parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

8.5 Severability.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties hereunder unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless. 968
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8.6 Mutual Cooperation.

A. City’s Cooperation. City shall provide Consultant with all pertinent data, documents and other requested information as is reasonably available for Consultant’s proper performance of the Services required under this Agreement.

B. Consultant’s Cooperation. In the event any claim or action is brought against City relating to Consultant’s performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires.

8.7 No Third Party Beneficiaries Intended.

This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.

8.8 Final Payment Acceptance Constitutes Release.

The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant’s Services. Acceptance of payment shall be any negotiation of City’s check or the failure to make a written extra compensation claim within ten (10) calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, sub-contractors and agents for the accuracy and competency of the information provided and/or Services performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the Services prepared by Consultant, its employees, sub-contractors and agents.

8.9 Non-Appropriation of Funds.

Payments to be made to Consultant by City for Services performed within the current fiscal year which are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant’s Services beyond the current fiscal year, this Agreement shall cover payment for Consultant’s Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year.

8.10 Headings.

The headings in this Agreement are included solely for convenience of reference and shall not affect the interpretation of any provision of this Agreement or any of the rights or obligations of the Parties to this Agreement.
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8.11 Word Usage.

Unless the context clearly requires otherwise, (a) the words “shall,” “will” and “agrees” are mandatory and “may” is permissive; (b) “or” is not exclusive; and (c) “includes” or “including” are not limiting.

8.12 Business Days.
“Business Days” refers to days that the Banning City Hall is open for business.

8.13 Corporate Authority.

The persons executing this Agreement on behalf of the Parties hereto warrant that (i): such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of that Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which that Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties. [SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF the Parties hereto have executed this Agreement the day and year first hereinabove written.

CITY OF BANNING CONSULTANT
Douglas Schulze, Date
City Manager
NAME: Date
TITLE:

NAME: Date
TITLE:

ATTEST:

Tax ID No.

Caroline Patton Date
Administrative City Clerk
Address:

APPROVED AS TO FORM:

Richards, Watson & Gershon
City Council Approval:

Serita Young Date
City Attorney
NOTE: PROOF OF AUTHORITY TO BIND CONTRACTING PARTY REQUIRED. APPROPRIATE

ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
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EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the following Services in connection with providing Fire and Intrusion Alarm Equipment, Installation, Monitoring, Maintenance & Repair prepared in connection therewith:

II. As part of the Services, Consultant will prepare and deliver the following tangible work products and services to City:

Inspection and Maintenance Specifications
• All alarms and panels are tested and inspected annually and include a semi-annual inspection. This includes functional testing. Testing to include load test on battery. • Annually check all sensors, and battery back-up
• Provide preventative maintenance services to check the Security Alarm system regarding false alarms due to bad sensors.
• Provide technical assistance in troubleshooting problems with the Fire and Security Alarm system.
• Respond within three (3) hours of initial City notification for any type of emergency or repair to the Fire or Security Alarm system or components. • Respond within twenty-four (24) hours for routine service, maintenance and repair calls.
• The Contractor shall ensure industry standards are met and compliance with applicable State and local fire codes and laws.
• Contractor shall maintain the entire fire alarm and intrusion alarm systems as described by using only skilled personnel with appropriate certifications and or training which are supervised and directly employed by the Contractor. • Intrusion Alarm Systems: Individuals who install, maintain, monitor, sell, alter, or service intrusion alarm systems must be licensed with the Bureau of Security & Investigative Services (BSIS). Contractor must submit copy with the bid submittal.
• Fire Alarm Systems: Fire alarm work is subject to Contractors License Law and requires an Electrical (C-10) contractor license. Contractor must submit copy of the C-10 license or Sub-Contractor license with bid submittal. • Document and provide a list of the make, model and serial number of the Fire and Security Alarm equipment to the designated City Representative. The list shall include type, amount and available upgrade options for detection equipment actually located in each building.
• All testing and inspections must be scheduled in advance with the designated City representative. All inspections will be done at no additional cost as they are to be 972
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part of the contract term A copy of the inspection report should be left onsite at each location and a copy provided to the same designated City representative. • The designated City Representative must give prior approval to any and all repairs, maintenance work or other billable charges. Repairs necessitated by faulty equipment, provided or installed by the Contractor, improper maintenance procedures and/or the Contractor’s negligence or error shall be at no cost to the City. Any repair or replacement parts should be of like-quality and value and include the option to upgrade system to IP and/or cellular service, unless otherwise specified and authorized by the designated City Representative. • Any programming required on proprietary systems will be coordinated by the City and will be the responsibility of the contractor. Contractor will need to be able to work on all panels, to include being certified and licensed prior to award of contract. City will not pay for additional costs beyond initial programming cost depicted on Pricing Sheet.

Monitoring Specifications
• Monitoring Hours: For purposes of this RFP, normal business hours shall be defined as 6:00 AM to 6:00 PM Pacific Standard Time, Monday through Friday. • Continual monitoring services shall be provided for each building identified on the Location Sheet/Price Sheet herein on a twenty-four (24) hour/day, 7 days a week, 365 days/year basis (366 days when leap year). • Automated daily fire/intrusion system status checks (test timers) for all Contractor monitored, City owned buildings shall be performed and reported during Business Hours 8:00 AM to 1:00 PM Pacific Standard Time. The City will provide contact numbers to the successful Contractor. • In the event an alarm is triggered, Contractor shall contact City staff in the following manner. (At the time of award of Contract, the City shall provide to the selected Contractor phone numbers for the following contacts.) • Fire alarms for all buildings:
o First - Operations: Carl Szoyka, 951.392.7276
o If no answer, call Second: Standby, 951.663.3523
o If no answer, call Third: Non-Emergency Police Dispatch, 951.922.7276
• Intrusion alarms for all buildings:
o First – Rover1: Carl Szoyka, 951.392.7276
o If no answer, call Second: Standby, 951.663.3523
o If no answer, call Third: Non-Emergency Police Dispatch, 951.922.7276
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• Note: The Second and Third phone numbers shall only be utilized in the event that contact cannot be made via the primary (First) and/or Secondary phone numbers.
• Alarms need to be zoned as needed, and have the ability to enter no less than 50 unique user codes recording entry and exit detail. Monthly reports for each location with an intrusion alarm will be issued showing location with all entries and exits utilizing user codes. Reports on fire/intrusion alarm activity, changes on account contact information shall be considered part of the service agreement and incorporated in the monthly service cost.
• Inspections included in this RFP involve aspects of alarm monitoring services, but are not limited to alarm initiating devices, alarm notification appliances, supervisory signal initiating devices and circuit information as required by local, State and Federal agencies.
• Codes are to be issued or deleted by the designated City Representative for each location and activated remotely by service provider.
• The contractor is expected to be able to monitor the City’s current alarm systems.

Equipment should not be proprietary and other companies should have the ability to inspect and monitor this equipment. Any replacements should be of the latest technology and must be cellular service.

SYSTEM TYPE: FIRE MONITORING ONLY
Fire and Intrusion Alarm Equipment, Installation, Monitoring, Maintenance and Repair Services for City facilities for the below identified locations.

Line Item Facility Description Location / Address

1. Dysart Park 2108 Victory

2. Banning Airport 200 S. Hathaway

3. Fire Station - Admin. 3900 W. Wilson

4. Community Center 789 N. San Gorgonio

5. Senior Center & Computer Room 769 N. San Gorgonio

6. Aquatic Center 749 N. San Gorgonio

7. Police Department 125 E. Ramsey

8. Police Department - Wilson 5261 W. Wilson Storage
1 974
Exhibit “A”-1
11303-0011\2661349v2.doc

9. Police Department - Airport 200 S. Hathaway Evidence Storage

10. Repplier Park Shelter House 749 N. San Gorgonio

11. City Yard - Admin Offices 176 E. Lincoln

12. City Yard - Street Warehouse 176 E. Lincoln

13. City Yard - Fleet Shop 176 E. Lincoln

14. City Hall 99 East Ramsey

15. Lions Park - Restroom Charles & Hargrave

16. Armory Nicolet

17. Water Yard 3333 Bluff Road

18. Wastewater Treatment Plant 2242 Charles Street
III. In addition to the requirements of Parts I and II of this Scope of Services, during the performance of the Services, Consultant will keep City appraised through periodic status reports regarding the performance of the Services under this Agreement as set forth below and in Section 5.2, by the following means:
a. In-person meetings and/or teleconferences.
b. Email updates/questions to applicant team and City while reviews are underway.
c. Conference calls.

IV. All work product is subject to review and acceptance by City, and must be revised by Consultant without additional charge to City until found satisfactory and accepted by City.
975
Exhibit “B”-1
11303-0011\2661349v2.doc
EXHIBIT “B”

SPECIAL REQUIREMENTS

TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS

1. This Agreement calls for services that, in whole or in part, constitute “public works” as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code (“Chapter 1”). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. Therefore, as to those Services that are “public works,” Consultant shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein.

2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above.

3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If the Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City.

4. Pursuant to Labor Code Section 1771.4, Consultant’s Services are subject to compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations.

5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement.

6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor.

7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records.
976
Exhibit “B”-2
11303-0011\2661349v2.doc

8. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations.

Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement.

9. The Consultant shall not perform Work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. The Consultant and Subcontractors shall not be debarred or suspended throughout the duration of this Agreement pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If the Consultant or any subcontractor becomes debarred or suspended during the duration of the project, the Consultant shall immediately notify City.

10. Consultant acknowledges that eight hours labor constitutes a legal day’s work.

Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay.

11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”
Date______________ Signature___________________________ 977
Exhibit “B”-3
11303-0011\2661349v2.doc

12. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor’s compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including, without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any failure.
978
Exhibit “C”-1
11303-0011\2661349v2.doc
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks (“Tasks”) not to exceed the following rates.

Monitoring Services
Monthly Monthly
Fire Annual 5-year
Line Item Facility Location / Intrusion Monitoring Monitoring Monitoring Description Address Monitoring Fee Fees Fee Fee

1. Dysart Park 2108 Victory $35 --- $420 $2,100

2. Banning
Airport 200 S. $35 --- $420 $2,100
Hathaway

3. Fire Station – 3900 W. $35 --- $420 $2,100 Admin Wilson

4. Community 789 N. San $35 --- $420 $2,100 Center Gorgonio

5. Senior Center
& 769 N. San
$35 --- $420 $2,100
Computer
Room Gorgonio

6. Aquatic Center 749. N. San $35 --- $420 $2,100
Gorgonio

7. Police 125 E. $35 $50 $1,020 $5,100 Department Ramsey Police 5261 W. 8. Department – $35 --- $420 $2,100
Wilson StorageWilson
Police

9. Department – 200 S $35 --- $420 $2,100 Police Airport Hathaway Evidence

10. Repplier Park 749 N. San $35 $420 $2,100 Shelter House Gorgonio

11. City Yard - 176 E.

Lincoln $35 $50 $1020 $5,100 Admin Offices

12. City Yard - 176 E.

Lincoln $35 --- $420 $2,100 Warehouse

13. City Yard -
Fleet
176 E.

Lincoln $35 --- $420 $2,100
Shop

14. City Hall
99 E.

Ramsey $35 $50 $1,020 $5.100
Lions Park - Charles &
979
Exhibit “C”-2
11303-0011\2661349v2.doc

15. Restroom Hargrave $35 --- $420 $2,100

16. Armory Nicolet $40 --- $480 $2,400

17. Water Yard 3333 Bluff $35 --- $420 $2,100 Road

18. Wastewater 2242 Charles$35 --- $420 $2,100
Treatment
Plant Street
Unforeseen
additional

19. maintenance
or TBD TBD TBD TBD $60,000
addition of
monitoring
locations
Totals $635 $150 $9,420 $107,100
II. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub-budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8.

III. City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include:

A. Line items for all personnel describing the Services performed, the number of hours worked, and the hourly rate.

B. Line items for all materials and equipment properly charged to the Services.

C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.

D. Line items for all approved sub-contractor labor, supplies, equipment, materials, and travel properly charged to the Services.

IV. The total compensation for Services shall not exceed $63,106.73 as provided in Section 2.1 of this Agreement.

V. Consultant’s billing rates for all personnel are attached as Exhibit C-1. 980
Exhibit “C-1”-1
11303-0011\2661349v2.doc
EXHIBIT “C-1”
CONSULTANT’S BILLING RATE AND TASK SCHEDULE
See Exhibit “C”
981
Exhibit “D”- 1
11303-0011\2661349v2.doc
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all Services timely, and deliver the specified tangible work products to City in accordance with the schedule attached as Exhibit D-1.

II. The Contract Officer may approve extensions for performance of the Services in accordance with Sections 1.8 and 3.3.
982
Exhibit “D-1”- 1
11303-0011\2661349v2.doc
EXHIBIT “D-1”

PROPOSED PROJECT SCHEDULE
See Exhibit C.
983
Estimate
Date 11/22/2023
Estimate # 3237

BANNING CITY WORKS
P.O. BOX 998
BANNING, CA 92220
23800 Sunnymead Blvd., Ste. G Moreno Valley, CA 92553 Phone# 951-924-1560 Fax# 951-924-7881 www.visionsecuritysystems.com VISI N

SECURITY SYSTEMS
Description Qty Cost Total
Yearly Monitoring - 12 months for the following
locations

0.00 0.00
Dysart Park 12.00 35.00 420.00
Banning Airport 12.00 35.00 420.00
Fire Station Admin 12.00 35.00 420.00
City Hall -Burg 12.00 35.00 420.00
Lions Park Restrooms 12.00 35.00 420.00
Aquatic Center 12.00 35.00 420.00
Community Center 12.00 35.00 420.00
Senior Center w/Computer Room 12.00 35.00 420.00
Repplier Park 12.00 35.00 420.00
Police Dept Wilson Storage 12.00 35.00 420.00
Police Dept Airport Evidence 12.00 35.00 420.00
City Hall -Fire 12.00 50.00 600.00
Armory 12.00 40.00 480.00
City Yard -Fire 12.00 50.00 600.00
Police Dept -Burg 12.00 35.00 420.00
City Yard Admin 12.00 35.00 420.00
City Yard Fleet Shop 12.00 35.00 420.00
Police Dept -Fire 12.00 50.00 600.00
City Yard Whse 12.00 35.00 420.00
Wastewater Treatment 12.00 35.00 420.00
Water Yard 12.00 35.00 420.00

0.00 0.00
There has been no change of pricing from original
contract. There will be no change of pricing for the
next 5 years.
$9,420.00
984

CITY OF BANNING

STAFF REPORT
TO: CITY COUNCIL
FROM: Douglas Schulze, City Manager
PREPARED BY: Kevin Sin, Senior Civil Engineer
Art Vela, Director of Public Works
MEETING DATE: January 9, 2024
SUBJECT: Consideration of Resolution 2024-08, Approving Amendment No. 1 to the Professional Services Agreement with Engineering Resources of Southern California for an Additional $450,000 for Plan Check, Inspections and Related Administrative Services
RECOMMENDATION:

Staff recommends that the City Council adopt Resolution 2024-08:

1. Approving Amendment No. 1 to the Professional Services Agreement with Engineering Resources of Southern California (ERSC) for an additional $450,000 for plan check, inspections and related administrative services.

2. Authorizing the City Manager or his designee to make necessary budget adjustments, appropriations and transfers related to the Professional Services Agreement Amendment No. 1 with ERSC.

3. Authorizing the City Manager to execute Amendment No. 1 to the Professional Services Agreement with ERSC.

BACKGROUND:

The Public Works Department, currently staffed with three full-time engineers and one inspector, administers an array of services including management of capital improvement and infrastructure projects related to the design and construction of water, wastewater, streets, storm drain and building infrastructure. In addition to managing public works projects, staff is also responsible for processing private land development projects related to Public Works responsibilities (e.g. infrastructure, grading, storm water, etc.). Due to current and anticipated workloads related to private development (e.g. Atwell, Rancho San Gorgonio) the need to establish an agreement with a firm to continue providing plan check, inspection and related administrative services is necessary in order to maintain an acceptable level service. As a result, the City Council adopted Resolution 2023-88 on May 9, 2023 awarding a professional services agreement to ERSC for plan checks, inspections and related administrative services in the amount of $550,000.

The amount of plan checks and inspections related to the Atwell Development have exceeded staff’s expectations and has resulted in a need to increase the Professional Services Agreement with ERSC by $450,000 in order to continue receiving their services.

JUSTIFICATION:

Due to current and an anticipated workload related to private land development activities, the Public Works Department has recognized a need for additional resources to provide plan check and inspection 985
services in a timely manner and to maintain an acceptable level service.

FISCAL IMPACT:

An appropriation from the General Fund in the amount of $450,000 to Account No. 001-3000-442.33-53 is necessary and will be directly offset by revenues collected from plan check and inspection fees collected by the Public Works Department. Funds exhausted to date have been recovered by said fees.

Some revenue has been received already with the remainder expected in FY 2023-24 and FY 2024-25.

The expected FY 2023-24 revenues will be included in the mid-year budget adjustment item for Council consideration on February 13, 2024.

ALTERNATIVES:

1. Approve as recommended.

2. Do not approve and provide alternative direction. This alternative would cause a reduction in the level of service to private development applicants in processing of their projects. Additionally, staff would have less time to work on the City’s capital improvement projects.

ATTACHMENTS:

1. Resolution_2024-08.pdf

2. Amendment No.1 to PSA Plan Check and Insp.pdf
986
Resolution 2024-08