4. New Crosswalls. New crosswall connections to the diaphragm shall develop the crosswall shear capacity. New crosswalls shall have the capacity to resist an overturning moment equal to the crosswall shear capacity times the story height. Crosswall overturning moments need not be cumulative over more than two stories.
5. Other Crosswall Systems. Other systems, such as special moment resisting frames, may be used as crosswalls provided that the yield story drift does not exceed one inch in any story.
G. Wood Diaphragms.
1. Acceptable Diaphragm Span. A diaphragm is acceptable if the point (L,DCR) on Figure No. A1-1 of this chapter, falls within Regions 1, 2, or 3.
2. Demand-Capacity Ratios. Demand-capacity ratios shall be calculated for the diaphragm at any level according to the following formulas:
a. For a diaphragm without qualifying crosswalls at levels immediately above or below:
DCR = 0.83Z Wd-EvuD (A1-5)
b. For a diaphragm in a single-story building with qualifying crosswalls:
DCR = 0.83ZWd/(EvuD + vcb) (A1-6)
c. For diaphragms in a multistory building with qualifying crosswalls in all levels:
DCR = 0.83ZEWd/(EEvuD + vcb) (A1-7)
DCR shall be calculated at each level for the set of diaphragms at and above the level under consideration. In addition, roof diaphragm shall also meet the requirements of Formula (A1-6) immediately above. d. For a roof diaphragm and the diaphragm directly below if coupled by crosswalls:
DCR = 0.83ZEWd-EEvuD (A1-8)
3. Chords. An analysis for diaphragm flexure need not be made and chords need not be provided.
4. Collectors. An analysis of diaphragm collector forces shall be made for the transfer of diaphragm edge shears into vertical elements of the lateral force resisting system. Collector factors may be resisted by new or existing elements.
5. Diaphragm Openings.
a. Diaphragm forces at corners of openings shall be investigated and shall be incorporated into the diaphragm by new or existing materials.
b. In addition to the demand capacity ratios of subsection (G)(2) of this section, the demand capacity ratio of the portion of the diaphragm adjacent to an opening shall be calculated using the opening dimension as the span.
c. Where an opening occurs in the end quarter of the diaphragm span v u D for the demand capacity ratio calculation shall be based on the net depth of the diaphragm.
H. Diaphragm Shear Transfer. Diaphragms shall be connected to shear walls with connections capable of developing a minimum force given by the lesser of the following formulas:
V = 0.50ZCpWd (A1-9)
(A1-9)f1.1 using the C p values in Table No. A1-A of this chapter, or V = vuD (A1-10)
I. Shear Walls (In-plane Loading)—Special Procedure.
145
1. Wall Story Force. The wall story force distributed to a shear wall at any diaphragm level shall be the lesser value calculated as:
a. For buildings without crosswalls,
Fwx = 0.33Z(Wwx + Wd/2) (A1-11)
but need not exceed
Fwx = 0.33ZWwx + vuD (A1-12)
b. For buildings with crosswalls in all level:
Fwx = 0.25Z(Wwx + Wd/2) (A1-13)
but need not exceed
Fwx = 0.25Z[Wwx + EW+(V+D/EEvuD)]
(A1-14)
and need not exceed
Fwx = 0.25ZW wx+ VuD (A1-15)
2. Wall Story Shear. The wall story shear shall be the sum of the wall story forces at and above the level of consideration.
Vwx = EFwx (A1-16)
3. Shear Wall Analysis. Shear walls shall comply with subsection M of this section.
J. Moment Frames. Moment frames used in place of shear walls shall be designed as required in Chapter 23 of the California Building Code, or the successor section as contained in the latest adopted edition of the California Building Code, except that the forces shall be as specified in subsection (I)(1) of this section and the interstory drift ratio shall be limited to 0.005, except as further limited in subsection (P)(2)(b) of this section.
K. Out-of-plane Forces—Unreinforced Masonry Walls.
1. Allowable Unreinforced Masonry Wall Height-to-thickness Ratios. The provisions of subsection (C)(2) of this section are applicable except that the allowable height-to-thickness ratios given in Table No. A1-B of this chapter shall be determined from Figure No. A1-1 of this chapter as follows:
a. In Region 1, height-to-thickness ratios for buildings with crosswalls may be used if qualifying crosswalls are present in all stories.
b. In Region 2, height-to-thickness ratios for buildings with crosswalls may be used whether or not qualifying crosswalls are present.
c. In Region 3, height-to-thickness ratios for all other buildings shall be used whether or not qualifying crosswalls are present.
2. Walls with Diaphragm in Different Regions. When diaphragms above and below the wall under consideration have DCRs in different regions of Figure No. A1-1 of this chapter, the lesser h/t ratio shall be used.
L. Buildings with Open Fronts. A building with an open front on one side shall have crosswalls parallel to the open front and shall be designed by the following procedure:
1. Effective diaphragm span, L i , for use in Figure No. A1-1 of this chapter shall be determined in accordance with the following formula:
L i = 2[(W w /W d ) x L + L] (A1-17)
146
2. Diaphragm demand/capacity ratio shall be calculated as:
DCR = 0.83Z(Wd + Ww/[(vuD) + Vc] (A1-18)
M. Analysis of Vertical Elements of the Lateral Force-Resisting System. Applicable to both general procedure and special procedure buildings.
N. Existing Unreinforced Masonry Walls—Flexural Rigidity. Flexural components of deflection may be neglected in determining the rigidity of an unreinforced masonry wall.
O. Shear Walls with Openings. Wall piers shall be analyzed according to the following procedure:
1. For any pier,
The pier shear capacity shall be calculated as:
Va = VaDt (A1-19)
2. The pier rocking shear capacity shall be calculated as:
Vr = 0.5PDD/H (A1-20)
3. The wall piers at any level are acceptable if they comply with one of the following modes of behavior:
a. Rocking Controlled Mode. When the pier rocking shear capacity is less than the pier shear capacity, i.e.
V r < V a for each pier in a level, forces in the wall at that level, V wx shall be distributed to each pier, V p , in proportion to P d D/H.
For the wall at that level:
Vwx < EVr (A1-21)
b. Shear Controlled Mode. Where the pier shear capacity is less than the pier rocking capacity, i.e. V a <V r in at least one pier in a level, forces in the wall at that level, V wx , shall be distributed to each pier, V p , in proportion to D/H.
For each pier at that level:
Vp < Va (A1-22)
and Vp < Vr (A1-23)
If V p < V a for each pier and V p < V r for one or more piers, such piers shall be omitted from the analysis, and the procedure shall be repeated for the remaining piers, unless the wall is strengthened and reanalyzed.
4. Masonry Pier Tension Stress. Unreinforced masonry wall piers need not be analyzed for tension stress.
P. Shear Walls Without Openings. Shear walls without openings shall be analyzed as for walls with openings except that V r shall be calculated as follows:
Vr = (0.50p + 0.25Pw)D/H (A1-24)
1. Plywood Sheathed Shear Walls. Plywood sheathed shear walls may be used to resist lateral loads for buildings with flexible diaphragms analyzed according to provisions of subsection C of this section.
Plywood sheathed shear walls may not be used to share lateral loads with other materials along the same line of resistance.
2. Combinations of Vertical Elements.
a. Lateral Force Distribution. Lateral forces shall be distributed among the vertical resisting elements in proportion to their relative rigidities except that moment frames shall comply with subsection (P)(2)(b)of this section.
147
b. Moment-Resisting Frames. A moment frame shall not be used with an unreinforced masonry wall in a single line of resistance unless the wall has piers that are capable of sustaining rocking in accordance with subsection O of this section and the frames are designed to carry one hundred percent of the lateral forces and the interstory drift ratio shall be limited to 0.0025. (Code 1965, § 6-14.10.)
(Ord. No. 1555, § 16, 12-10-19)
15.24.1060 Requirements for placards at unreinforced masonry (URM) structures.Detailed system design requirements.
In accordance with California State Law, AB 2553, placards shall be placed at the entry of unreinforced masonry buildings to warn occupants in the event of an earthquake which states:
“Earthquake Warning. This is an unreinforced masonry building. You may not be safe inside or near unreinforced masonry buildings during an earthquake.”
A. Wall Anchorage.
1. Anchor Locations. All unreinforced masonry walls shall be anchored at the roof and floor levels as required in Section 15.24.090(C)(2). Ceilings with substantial rigidity and abutting masonry walls shall be connected to walls with tension bolts at a maximum anchor spacing of six feet. Ceiling systems with substantial mass shall be braced at the ceiling perimeter to the roof or floor diaphragms.
2. Anchor Requirements. Anchors shall be tension bolts through the wall as specified in Table No. A1-D of this chapter, or by an approved equivalent at a maximum anchor spacing of six feet. All existing wall anchors shall be secured to the joists to develop the required forces.
3. Minimum Wall Anchorage. Anchorage of masonry walls to each floor or roof shall resist a minimum force determined by Section 2312(g)(2), or successor section as set forth in the latest adopted edition of the California Building Code or two hundred pounds per linear foot, whichever is greater, acting normal to the wall at the level of the floor or roof. Existing wall anchors, installed under previous permits, must meet or must be upgraded to meet the requirements of this chapter.
4. Anchors at Corners. At the roof and all floor levels, both shear and tension anchors shall be provided within two feet horizontally from the inside of the corners of the walls.
5. Anchors with Limited Access. When access to the exterior face of the masonry wall is prevented by proximity of an existing building, wall anchors conforming to Item 6.b. in Table No. A1-D of this chapter may be used.
B. Diaphragm Shear Transfer. Shear bolt spacing shall have a maximum bolt spacing of six feet.
C. Collectors. Collector elements shall be provided which are capable of transferring the seismic forces originating in other portions of the building to the element providing the resistance to those forces.
D. Ties and Continuity. Ties and continuity shall conform to Section 2312(h)(2)(E), or its successor section as contained in the latest adopted edition of the California Building Code.
E. Wall Bracing.
148
1. General. Where a wall height-to-thickness ratio exceeds the specified limits, the wall may be laterally supported by vertical bracing members per subsection (E)(2) of this section or by reducing the wall height by bracing per subsection (E)(3) of this section.
2. Vertical Bracing Members. Vertical bracing members shall be attached to floor and roof construction for their design loads independently of required wall anchors. Horizontal spacing of vertical bracing members shall not exceed one-half the unsupported height of the wall or ten feet. Deflection of such bracing members at design loads shall not exceed one-tenth of the wall thickness.
3. Intermediate Wall Bracing. The wall height may be reduced by bracing elements connected to the floor or roof. Horizontal spacing of the bracing elements and wall anchors shall be as required by design but shall not exceed six feet on center. Bracing elements shall be detailed to minimize the horizontal displacement of the wall by the vertical displacement of the floor or roof.
F. Parapets.
1. General. Parapets and exterior wall appendages not conforming to this chapter shall be removed, or stabilized or braced to ensure that the parapets and appendages remain in their original position.
2. The minimum height of an unbraced unreinforced masonry parapet above the lower of either the level of tension anchors or roof sheathing, shall not exceed one and one-half times the thickness of the parapet wall. Parapet height may be a maximum of two and one-half times its thickness in other than Seismic Zone Nos. 3 and 4. If the required parapet height exceeds this maximum height, a bracing system designed for the force factors specified in Table No. 23-P, or its successor table in the latest adopted edition of the California Building Code, for walls shall support the top of the parapet. Parapet corrective work must be performed in conjunction with the installation of tension roof anchors.
3. The minimum height of a parapet above the wall anchor shall be twelve inches.
4. Exception: If a reinforced concrete beam is provided at the top of the wall, the minimum height above the wall anchor may be six inches.
G. Veneer.
1. Unreinforced masonry walls which carry no design loads other than their own weight may be considered as veneer if they are adequately anchored to new supporting elements. a. Veneer shall be anchored with approved anchor ties, conforming to the required design capacity specified in the latest adopted edition of the California Building Code and placed at a maximum spacing of twenty-four inches with a maximum supported area of two square feet. b. Exception: Existing veneer anchor ties may be acceptable provided the ties are in good condition as determined by the building official in his or her sole decision, and conform to the following minimum size, maximum spacing and material requirements.
2. Existing veneer anchor ties shall be corrugated galvanized iron strips not less than one inch in width, eight inches in length and one-sixteenth inch in thickness and shall be located and laid in every alternate course in the vertical height of the wall at a spacing not to exceed seventeen inches on centers horizontally. As an alternate, such ties may be laid in every fourth course vertically at a spacing not to exceed nine inches on centers horizontally.
3. The location and condition of existing veneer anchor ties shall be verified as follows:
a. An approved testing laboratory shall verify the location and spacing of the ties and shall submit a report to the building official for approval as a part of the structural analysis. b. The veneer in a selected area shall be removed to expose a representative sample of ties (not less than four per structure) for inspection by the building official. 149
H. Truss and Beam Supports.
1. Where trusses and beams other than rafters or joists are supported on masonry, independent secondary columns shall be installed to support vertical loads of the roof or floor members. The loads shall be transmitted down to adequate support.
2. Exception: secondary supports are not required in Seismic Zone Nos. 1, 2A and 2B.
I. Adjacent Buildings. Where elements of adjacent buildings do not have a separation of at least five inches, the allowable height-to-thickness ratios for buildings with crosswalls per Table No. A1-B of this chapter shall not be used in the direction of consideration.
(Code 1965, § 6-14.11)
(Ord. No. 1555, § 17, 12-10-19)
15.24.110 Administrative provisions.
A. Rating Classifications.
1. The rating classifications identified in Table No. A1-E of this chapter are hereby established and each building within the scope of this chapter shall be placed in one such rating classification by the building official. The total occupant load of the entire building as determined by Section 3302(a), or its successor section as contained in the latest adopted edition of the California Building Code, shall be used to determine the rating classification.
2. Exception: for purposes of this chapter, portions of buildings constructed to act independently when resisting seismic forces, and having required exits with independent travel paths, may be placed in separate rating classifications.
B. Compliance Requirements.
1. The owner of each building within the scope of this chapter shall, upon service of an order within the time limits set forth in Table No. A1-G of this chapter, cause a structural analysis to be made of the building by an engineer or architect licensed by the state to practice as such. If the building is found not to be in compliance with earthquake standards specified in this chapter, the owner shall cause it to be structurally altered to conform to such standards or shall cause the building to be demolished.
2. The owner of a building within the scope of this chapter shall comply with the requirements set forth above by submitting to the building official for review the following listed documentation, within the stated time limits:
a. Within one hundred eighty days after service of the order, a structural analysis completed by a structural engineer registered by the State of California, which analysis is subject to approval by the building official as to the procedure followed, form, timeliness and completeness, and which shall demonstrate that the subject building meets the minimum requirements of this chapter; or b. Within one hundred eighty days after service of the order, the structural analysis and plans prepared by a structural engineer registered by the State of California, for structural alterations of the building to comply with this chapter, an application for building permits, if required for such alterations, and a copy of Form 1403.frm, notification acknowledgment by SCAQMD (South Coast Air Quality Management District); or
c. Within one hundred eighty days after service of the order, plans prepared by a structural engineer registered by the State of California, for the installation of wall anchors in accordance with the requirements specified in Section 15.24.100 and Table No. A1-F, and a copy of Form 150
1403.frm, notification acknowledgment by SCAQMD (South Coast Air Quality Management District), and an application for building permits, if required for such installation; or d. Within one hundred eighty days after service of the order, plans and an application for the demolition of the building and a copy of Form 1403.frm, notification acknowledgment by SCAQMD (South Coast Air Quality Management District).
3. After plans are submitted and approved by the building official, the owner shall obtain a building permit and then commence and complete the required construction within the time limits set forth in Table No. A1-F of this chapter. These time limits shall begin to run from the date the order is served in accordance with subsection (C)(2) of this section
4. Owners electing to comply with paragraph (2)(c) of this subsection shall concurrently comply with paragraph (2)(b) or (2)(d) of this subsection. However, for owner electing to comply with paragraph (2)(c), the time limits for obtaining a permit and to complete structural alterations or building demolition set forth in Table No. A1-F of this chapter shall have added to them the time limits set forth in Table No. A1-G of this chapter. Each such extended time limit shall begin to run from the date the order is served in accordance with Section 15.24.110(C).
5. Anything contained in this chapter to the contrary, notwithstanding the time limit to commence structural alterations, building demolition or installation of wall anchors, shall begin to run from the date the permit is issued.
6. This chapter does not authorize or require alteration of existing electrical, plumbing, mechanical or fire safety systems.
C. Administration.
1. Order—Service.
a. The building official shall, in accordance with the priorities set forth in Table No. A1-G of this chapter, issue an order as provided in this section to the owner of each building within the scope of this chapter.
b. Prior to the service of an order as set forth in Table No. A1-G of this chapter, a bulletin may be issued to the owner as shown upon the last equalized assessment roll or to the person in apparent charge or control of a building considered by the building official to be within the scope of this chapter. The bulletin may contain information the building official deems appropriate. The bulletin may be issued by mail or in person.
2. Order—Priority of Service.
a. Priorities for the service of the order for buildings within the scope of this chapter shall be in accordance with the rating classification as shown on Table No. A1-G of this chapter. b. Within each separate rating classification, the priority of the order shall normally be based upon the occupancy load of the building. The owners of the buildings housing the largest occupant loads shall be served first.
c. The minimum time period prior to the service of the order as shown on Table No. A1-G of this chapter shall be measured from the effective date of this chapter. d. The building official may, upon receipt of a written request from the owner, order such owner to bring his building into compliance with this chapter prior to the normal service date for such building set forth in this chapter.
3. Order—Contents.
a. The order shall be in writing and shall be served either personally or by certified or registered mail (return receipt required) upon the owner as shown on the last equalized assessment roll, and upon the person, if any, in apparent charge or control of the building. 151
b. The order shall specify that the building has been determined by the building official to be within the scope of this chapter and, therefore, is required to meet the minimum seismic standards of this chapter. The order shall specify the rating classification of the building and shall be accompanied by a copy of paragraphs (a) through (d) of subsection (B)(2) of this section, which sets forth the owner's alternatives and time limits for compliance.
4. Appeal from Order.
a. The owner of the building may appeal the building official's initial determination that the building is within the scope of this chapter to the board of appeals established by Section 15.24.120. b. Such appeal shall be filed with the board within sixty working days from the service date of the order described in subsection (C)(3)of this section
c. Any such appeal shall be decided by the board no later than ninety days after filing. The decision shall be in writing and the grounds thereof shall be stated clearly and concisely. Appeals or requests for modifications from any other determinations, orders or actions by the building official pursuant to this chapter shall be made in accordance with the procedures established in Sections 105 and 106 of the latest adopted edition of the California Building Code.
5. Recordation.
a. At the time that the building official serves the aforementioned order, the building official shall also file with the office of the county recorder a certificate stating that the subject building is within the scope of this chapter and is a potentially earthquake hazardous building. b. The certificate shall also state that the owner thereof has been ordered to structurally analyze the building and to structurally alter or demolish it where compliance with this chapter has not been demonstrated.
c. If the building is either demolished, found not to be within the scope of this chapter, or is structurally capable of resisting minimum seismic forces required by this chapter as a result of structural alterations or an analysis, the building official shall file with the office of the county recorder a form terminating the status of the subject building as being classified within the scope of this chapter.
6. Enforcement.
a. If the owner of the subject building fails to comply with any order issued by the building official pursuant to this chapter within any of the time limits set forth in subsection C of this section, the building official shall verify that the record owner of this building has been properly served. b. If the order has been served on the record owner, then the building official by resolution adopted by the city council, shall order that the entire building be vacated and that the building remain vacated until such order has been complied with.
c. If compliance with such order has not been accomplished within ninety days after the date the building has been ordered vacated or such additional time as may have been granted by the board of appeals, the city council by resolution may order its demolition as a nuisance in accordance with the provisions of Chapter 8.04 of this Code. (Code 1965, § 6-14.12)
(Ord. No. 1555, § 18, 12-10-19)
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Created: 2025-06-14 16:07:14 [EST]
(Supp. No. 58, 3-25)
15.24.1270 Seismic retrofit, board of appeals.
A. Purpose and Establishment. In order to determine the suitability of alternate materials and methods of construction and to provide interpretations of this chapter, there shall be and is hereby created a board of retrofit appeals.
B. The board of retrofit appeals shall have that same membership and shall operate under the same procedures as the public works advisory committee set forth in Chapter 2.44 of this Code.
C. Under no circumstances shall the board grant more than a sixty-day extension of time within which to conform to any requirement of this chapter.
15.24.1380 Enforcement of this chapter.
A. Misdemeanor.
1. Any person who violates any provision of this chapter including, but not limited to, willful failure to comply with any specifications or plans submitted with the building permit application, shall be guilty of a misdemeanor. Each and every violation shall be punishable by a fine and/or imprisonment as permitted under state law. The imposition of a penalty for any violation shall not constitute an excuse of that violation, nor shall it constitute a permit for the violation to continue unabated.
2. Each day of violation shall be a separate offense, and shall constitute a new violation.
3. The application of these penalties shall not prevent removal of the unlawful structure or condition by the city or its assembly.
B. Liability.
1. The building official or his or her designee charged with enforcement of this chapter shall not render himself or herself personally liable for any damage that may accrue to persons or property as a result of any act or by reason of any act or omission in the discharge of his or her duties.
2. This chapter shall not be construed to relieve or lessen the responsibility of any person owning, operating or controlling any building or structure for any damages to persons or property caused by such defects.
Table No. A1-A
Horizontal Force Factor Cp
Configuration of Materials Cp
Roofs with straight or diagonal sheathing
and roofing applied directly to the
sheathing, or floors with straight tongue
and groove sheathing
0.5 Diaphragms with double or multiple layers
of boards with edges offset and blocked
plywood systems
0.75 Table No. A1-B
Allowable Value of Height-Thickness Ratio of Unreinforced Masonry Walls 153
Wall Types Seismic Zone 2B and 3
Buildings
Seismic Zone 4 Buildings
With Crosswalls
Seismic Zone 4 All Other
Buildings
Walls of onestory buildings 16 162,3 13
First-story wall
of multi-story
building
18 16 15
Walls in top
story of multistory buildings
14 142,3 9
All other walls 16 16 13
1 Applies to the special procedures of Section A106(d) only. See Section A106(d) 7 for other restrictions. 2 This value of height-to-thickness ratio may be used only where mortar shear tests in accordance with Section A103 establish a tested mortar shear strength, v t , of not less than 100 psi or where the tested mortar shear strength, v t , is not less than 60 psi and a visual examination of the collar joint indicates not less than 50% mortar coverage.
3 Where a visual examination of the collar joint indicates not less than 50% mortar coverage and the tested mortar shear strength, v t , when established in accordance with Sections A103 is greater than 30 psi but less than 60 psi, the allowable height-to-thickness ratio may be determined by linear interpolation between the larger and smaller ratios in direct proportion to the tested mortar shear strength, v t .
Table No. A1-C
Allowable Values for Existing Materials
Existing Materials or
Configurations of Materials1
Allowable Values
1. Horizontal Diaphragms4
a. Roofs with straight
sheathing and roofing applied
directly to the sheathing.
100 lbs. per foot for seismic shear
b. Roofs with diagonal
sheathing land roofing applied
directly to the sheathing.
250 lbs. per foot for seismic shear
c. Floors with straight tongueand-groove sheathing. 100 lbs. per foot for seismic shear d. Floors with straight
sheathing and finished wood
flooring with board edges
offset or perpendicular.
500 lbs. per foot for seismic shear
e. Floor with diagonal
sheathing and finished wood
flooring.
600 lbs. per foot for seismic shear
2. Crosswalls2, 4
154
a. Plaster on wood or metal
lath
Per side: 200 lbs. per foot for seismic shear
b. Plaster on gypsum lath 175 lbs. per foot for seismic shear c. Gypsum wall board,
unblocked edges
75 lbs. per foot for seismic shear
d. Gypsum wall board,
blocked edges
125 lbs. per foot for seismic shear
3. Existing Footings, Structural
Steel, Wood Framing, and
Reinforced Steel
a. Plain concrete footings. f'c = 1500 psi unless otherwise shown by tests b. Douglas fir wood. Allowable stress same as No. 1 D.F.3 c. Reinforcing steel. ft = 18,000 lbs. per square inch maximum.3 d. Structural steel. ft = 20,000 lbs. per square inch maximum.3 1 Material must be sound and in good condition.
2 Shear values of these materials may be combined, except the total combined value shall not exceed 300 lbs. per foot.
3 Stresses given may be increased for combinations of loads as specified in Section A105. 4 A one-third increase in allowable stress is not allowed.
Figure No. A1-1
Acceptable Diaphragm Span
155
Table No. A1-D
4 Allowable Values of New Materials Used in Conjunction with Existing Construction New Materials or
Configurations of Materials
Allowable Values4
1. Horizontal Diaphragms
Plywood sheathing applied
directly over existing straight
sheathing with ends of
plywood sheets bearing on
joists or rafters and edges of
plywood located on center of
individual sheathing boards.
225 lbs. per foot
2. Cross Walls
a. Plywood sheathing applied
directly over wood studs. No
value shall be given to
plywood applied over existing
plaster or wood sheathing.
1.33 times the value specified in Table No. 25-K-1 California Building Code for shear walls.
b. Drywall or plaster applied
directly over wood studs.
100 percent of the values in Table No. 47-I of the California Building Code.
c. Drywall or plaster applied
to sheathing over existing
wood studs.
50 percent of the values plywood specified in Table No. 47-I of the California Building Code.
4. Tension Bolts
Bolts extending entirely
through unreinforced
masonry walls secured with
bearing plates on far side of a
3 wythe minimum wall with at
least 30 square inches of
area.2, 3
1800 lbs. per bolt, 900 lbs. for 2 wythe walls.
5. Shear Bolts
Bolts embedded a minimum
of 8 inches into unreinforced
masonry walls. Bolts shall be
centered in 2-½ inch-diameter
hole with the dry-pack or nonshrink grout around
circumference of bolt.1, 3
133 percent of the values for plain masonry specified for solid masonry in Table No. 24-E of California Building Code. No values larger than those given for ¾ inch bolts shall be used.
6. Combined Tension and
Shear Bolts
a. Through Bolts—Combined
Shear and Tension Bolts
meeting the above
Tension: Same as for tension bolts. Shear: Same as for shear bolts 156
requirements for tension bolts
and shear bolts.1, 2, 3
b. Embedded Bolts—
Combined Shear and Tension
Bolts extending to the exterior
face of the wall with a 2 ½
inch round plate under the
head and drilled at an angle of
22-½ degrees to the
horizontal. Installed as
specified for shear bolts.1, 2, 3
Tension: Same as for tension bolts. Shear: Same as for shear bolts
7. Infilled Walls
Reinforced masonry infilled
openings in existing
unreinforced masonry walls.
Provide keys or dowels to
match reinforcing.
Same as values specified for unreinforced masonry walls.
8. Reinforced Masonry
Masonry piers and walls
reinforced per Chapter 24.
Same as values specified in Section 2409.
9. Reinforced Concrete
Concrete footings, walls and
piers reinforced as specified in
Chapter 26 of the California
Building Code and designed
for tributary loads.
Same as values specified in Chapter 26 of the California Building Code.
1 Bolts to be tested as specified in Section A104.
2 Bolts to be ½-inch minimum in diameter.
3 Drilling for bolts and dowels shall be done with an electric rotary drill. Impact tools shall not be used for drilling holes or tightening anchors and shear bolt nuts.
4 A one-third increase in allowable stress is not allowed. (Ord. No. 1555, § 19, 12-10-19)
Table No. A1-E
Rating Classifications
Type of Building Classification
Essential Building I
Hazardous Building I
High-Risk Building II
Medium-Risk Building III
Low-Risk Building IV
157
Table No. A1-F
Time Limits for Compliance
Required Action by
Owner
Obtain Permit Within Commence Within Complete Within
Structural Alterations 1 year1 180 days2 3 years
Wall Anchor 60 days1 120 days2 180 days
1 Measured from date of service of order.
2 Measured from date of building permit issuance.
Table No. A1-G
Extensions of Time and Service Priorities
Rating
Classification
Occupant
Load
Extension
of Time if
Wall
Anchors
are
Installed
Periods
for
Service of
Order
I (Highest Priority) N/A N/A N/A
II 300 or
more
— 180 days
II 100 or
more
1 year 180 days
III-A 100 or
more
1 year 4 years
III-B More
than 50
but less
than 100
1 year 4 years
III-C More
than 19
but less
than 51
1 year 4 years
IV (Lowest Priority) Less than
20 1 year 7 years
1 All strengthening required by this chapter shall be completed by July 1, 1998. 2 Occupant loads are established by the most recent edition of the California Building Code. (Ord. No. 1555, § 20, 12-10-19)
Table No. A1-H
Elements Regulated by this Chapter
158
Building
Elements
Seismic Zone
1 2A 2B 3 4
Parapets * * * * *
Walls, Anchorage * * * * *
Walls, h/t Ratios * * *
Walls, In-plane
Shear
* * *
Diaphragms,
Shear Transfer
* * *
Diaphragms,
Demand-Capacity
Ratios1
* *
1 Applies only to buildings designed according to the special procedures of Section A106(d).
Chapter 15.26 - GRADING
Grading plans shall be prepared and certified by a registered engineer and design professional who has demonstrated competency in the preparation of engineering plans by the City engineer. Each application for a grading permit shall be accompanied by copies of the certified grading plan, including all applicable specifications and special provisions. The number of copies shall be set by directive issued by the City engineer.
Supporting data consisting of a soil engineering report and geology report shall be required at the discretion of the City engineer and/or the Building Official. The grading plans, specifications and other supporting data shall be submitted to the City engineer for review.
The following language is added to Appendix J of the Building Code to read as follows:
J109.5
It is unlawful for storm water on a lot to be diverted onto an adjected lot unless it is specifically designed to do so and provisions have been made for it to do so because of topographical conditions which do not allow for any other path of drainage. Stormwater drainage across lot lines is prohibited and all stormwater must be diverted onto the public right of way or into a private catchment system, or into the public storm drainage system. Drainage easements must be recorded where stormwater is to be diverted across lot lines.
Chapter 15.28 FIRE DISTRICTS
15.28.010 Fire zones generally.
The fire districts shall be known and designated as Fire Zones One, Two and Three. Such zones shall include the territory or portions of the city described in the following section and as illustrated, outlined and designated on a certain map on file in the office of the city clerk for the application of the regulations included in the California Building Code adopted by Section 15.08.010.
(Code 1965, § 6-09.01.)
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(Ord. No. 1555, § 21, 12-10-19)
15.28.020 Description of fire zones.
Fire Zones One, Two and Three of the city are hereby created and established as follows:
A. Fire Zone One. None established;
B. Fire Zone Two. Fire Zone Two shall consist of all that territory in this city included in the following boundaries:
Beginning at the intersection of Murray Street and Livingston Street; north along the centerline of Hays Street to the centerline of Third Street; south along the centerline of Third Street to the centerline of Livingston Street; east to the centerline of Murray Street, being the point of beginning; C. Fire Zone Three. Fire Zone Three shall consist of all that certain territory in this city lying outside of Fire Zone Two.
(Code 1965, § 6-09.02.)
15.28.030 Restrictions related to fire zones.
A. The restrictions in Fire Zones One, Two and Three shall consist of and be the restrictions provided for in the California Building Code adopted by Section 15.08.010 except as hereby specifically amended.
B. Notwithstanding any contrary provisions of this Code, including provisions of the California Building Code as adopted or as amended, it shall be unlawful for any person, firm or corporation to erect, construct, or move in any building or structure in the city unless the same is provided with a fire-retardant roof covering as defined in section 3203(e) of the California Building Code 1979 Edition, or a roofing material designated as Class A or B by a testing laboratory which has been approved by the superintendent of building safety and the fire chief of the fire department as a testing agency that is regularly engaged in conducting test Class A or B roofing. No wood roof-covering of any type shall be permitted within the city limits.
C. It shall be unlawful for any person, firm or corporation to make any alterations, repairs, improvements or additions to any building or structure in the city involving the removal, repair, replacement or installation of roofing material on more than fifty percent of the roof of such structure or building within any twelve-month period unless the roof area so altered, repaired, improved or added to is provided with a roof or roof covering as provided in subsection A of this section.
(Code 1965, § 6-09.03.)
(Ord. No. 1555, § 22, 12-10-19)
Chapter 15.32 BUILDING RELOCATIONS
15.32.010 Permit required.
No person, firm, corporation or other entity shall move or relocate any structure over the public streets or alleys of the city unless, in addition to the building permit required by Section 15.12.010, a relocation permit has been issued pursuant to this chapter.
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In addition, when the structure is to be moved over the City streets or over property lines, the applicant must obtain a Haul Permit from the City’s Public Works Department prior to the relocation.
15.32.020 Permit application.
Any person, firm, corporation or other entity may apply for a relocation permit by filing a written application and the fee required by Section 15.32.030 with the city Planning and Building Departmentsmanager or his designee. The application shall contain the following information:
A. The present location of the structure proposed to be moved; B. The location to which the applicant proposes to move the structure; C. The route proposed to be followed in moving the structure; D. Two sets of floor plan blueprints;
E. Four elevations of the structure as it would appear when erected on the proposed site; F. The weight, width and length of the structure and its total height while in transit, including any moving dollies or other equipment;
G. A termite inspection report prepared by a bonded and licensed termite inspection company showing the current status of the structure with respect to termite infestation, dry rot, or any other condition affecting structural integrity;
H. A listing of the number and location of all utility lines which would have to be disconnected or moved to enable the structure to be moved;
I. A listing of the number, size, kind and location of trees and other vegetation along the proposed moving route which might be injured by the moving process and an estimate of the extent of such damage.
15.32.030 Permit fees.
The relocation permit application shall be accompanied by a filing fee of one hundred sixty-five dollarsas set by the current fee schedule for the cost of inspection and staff review. No application shall be processed without such filing fee. The relocation permit filing fee shall be in addition to any other fees which are required by the ordinances of the city or any other applicable law, including the building permit fee required by Section 15.12.030.
15.32.040 Building inspector's report.
Upon receipt of a relocation permit application, the city manager or his designeePlanning Director and Building Official shall request the building inspector to inspect the structure proposed to be moved. Such inspection shall occur at the original site of the structure before it is moved. The senior building inspector shall submit a written inspection report to the city managerBuilding official or his designee providing information on the following items:
A. The type of construction, age and present condition of the structure, including a preliminary assessment of the structural and esthetic compatibility of the structure to the area to which it is proposed to be moved. The compatibility assessment shall include but not be limited to the factors contained in Title 17 of this Code;
B. A recommendation as to the amount of time reasonably required to complete the structure relocation and all other activities necessary to complete the relocation and any necessary reconstruction or 161
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repairs, provided that in no case shall such recommendation exceed one hundred eighty days from the date of permit issuance.
15.32.050 Department of community development review.
The city manager or his designee shall present the relocation permit application and building inspector's report to the department of community development for review and consideration. The director of the department of community development or his designee shall thereupon approve or reject the application or approve the application with such conditions as the department deems appropriate. If approval or approval with conditions is granted, the application will be presented to the building department for consideration. If the application is rejected or if the applicant objects to conditions of approval, the applicant may appeal the department's decision in accordance with the procedures set forth in Chapter 17.68 of this Code. If no appeal is taken, the director's decision will be final.
15.32.060 Building department review.
Upon approval or approval with conditions by the department of community development, the building department shall review the relocation permit application for compliance with this chapter and all other applicable laws. The building department shall require the applicant to make such changes or repairs to the plans and specifications and to the structure proposed to be moved as may be necessary to bring the structure into compliance with this chapter and all other applicable laws. The building department shall impose all permit conditions it deems reasonably necessary, including but not limited to changes in the proposed transport route, imposition of additional fees to mitigate environmental impacts caused by the relocation, a time limit within which the moving and reconstruction operations must be completed, and the requirement that all moving equipment be subject to prior approval by the senior building inspector who shall at all times have the right to inspect any such equipment. When the building department is satisfied that all conditions and requirements imposed by this chapter and all other applicable laws have been met, the department may issue a relocation permit.
15.32.070 Relocation permit bond.
A. Upon approval of the relocation permit application, the applicant shall obtain and file with the building department a relocation permit bond. Such bond may be a surety bond, in favor of the city or a certified check made payable to the City of Banning, or cash. The city clerk shall hold such bond until ordered by the city manager or his designee to release it.
B. The relocation permit bond, check or cash shall be at least equal to the cost, as estimated by the city manager or his designee, of such repairs, additions or alterations as are necessary to bring the structure into compliance with all ordinances of the city, and to make the structure conform with all other plans required by the community development department, planning commission and building department, provided that in no case shall the bond, check or cash be in an amount less than ten thousand dollars.
C. The relocation permit bond shall be conditioned upon faithful performance of the work of additions and repairs to the building, in accordance with the drawings and specifications which shall accompany the application for the permit. The term of any bond filed pursuant to this section shall begin upon the date it is filed, and shall end upon the completion, to the satisfaction of the city manager or his designee, of the performance of all the terms and conditions of the relocation permit. Such completion shall be determined and evidenced by a statement thereof signed by the senior building inspector, a copy of which shall be sent to any surety or principal upon request. When a cash bond has been posted, the cash shall be returned to the depositor, or to his successors or assigns, upon the termination of the bond, except any portion thereof that may have been used or deducted as provided elsewhere in this chapter. 162
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15.32.080 Notice and compensation to public utilities.
Upon issuance of the relocation permit, it shall be the duty of the applicant to notify all public utilities affected by the relocation of any temporary utility rearrangements required to accomplish the move. The notice shall specify the time and route over which the relocation operation is to be conducted. The applicant shall furnish the building department proof of said notice as well as proof of forty-eight hours' notice to the chief of police of the city. The applicant shall be responsible for payment of any costs reasonably incurred by a public utility in accommodating the relocation.
15.32.090 Liability for damages.
The relocation permit applicant shall be liable for any damage caused by moving operations. Damages to public property may be repaired by the city and the costs thereof billed to the applicant, thereby becoming a charge against any bonds held by the city.
15.32.100 Trailer lights.
Whenever any structure relocation takes place between sunset and sunrise, red lights shall be placed and illuminated in each corner of the structure, and at the end of any projection extending beyond the rear of the structure and moving platform. The lights shall be displayed at all times while the structure is on any public street or alley.
15.32.110 Housemover'sHouse mover permit.
Any person, firm, corporation or other entity engaged in any structure relocation for which a relocation permit has been issued pursuant to Section 15.32.060, must obtain a written housemover'shouse mover permit before moving any structure on, over or along any public street or alley.
15.32.120 HousemoverHouse mover qualifications.
A housemover'shouse mover permit shall not be issued to any person, firm, corporation or other entity which does not comply with the city's business license ordinance and hold a valid general contractor's license issued by the state of California.
15.32.130 Housemover'sHouse mover bond.
No housemover'shouse mover permit shall be issued until the person, firm, corporation or other entity making application for the housemover'shouse mover permit shall have filed with the building department a housemover's bond, certified check or cash in an amount not less than five thousand dollars. The housemover'shouse mover bond, check or cash shall be held by the city clerk until ordered by the city manager or his designee to release the bond. The housemover'shouse mover bond shall be approved by the city finance director before it is accepted, andaccepted and shall contain provisions indemnifying the city and any public utility company affected against any damages suffered as a result of any interference with city property or public utilities.
Upon completion of the relocation, the housemover'shouse mover bond, check or cash shall be released, provided that all claims and charges arising out of the relocation have been satisfied or otherwise settled. 163
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15.32.140 Housemover'sHouse mover insurance.
No housemover'shouse mover permit shall be issued until the house-mover's permit applicant provides proof to the building department of all insurance policies required by the state contractor's license board, including but not limited to worker's compensation insurance. Special insurance or bonds, other than those specifically mentioned in this chapter, may be required when the city manager or his designee deems such insurance or bonds to be in the best interests of the city.
Chapter 15.40 SWIMMING POOLS
15.40.010 Fencing and enclosure required.
Every person in possession of land within the city, either as owner, purchaser under contract, lessee, tenant, licensee or otherwise, upon which is situated a swimming pool or other out-of-doors body of water designed for swimming, dipping or immersion purposes, having a depth in excess of eighteen inches, shall at all times maintain on the lot or premises upon which such pool or body of water is located, and completely surrounding such pool or body of water, an enclosure that satisfies the requirements of subsection B of Section 15.08.020. There shall be no openings, holes or gaps therein larger than four inches square. Such openings, holes or gaps shall not be constructed in a horizontal series constituting steps or other means of access. If a picket fence is erected or maintained, the openings or spaces between the pickets shall not exceed four inches. A dwelling house or accessory building may be used as a part of such enclosure.
15.40.020 Fencing and enclosure—Existing pools.
All swimming pools in existence on July 10, 1965, shall be fenced in accordance with the requirements of this chapter on or before June 1, 1966.
15.40.030 Fencing and enclosure—Doors, gates and other openings.
All gates or doors opening through the enclosure required by this chapter shall be equipped with a selfclosing and self-latching device, consistent with the requirements of subsection B of Section 15.08.020, not less than fifty-four inches high, designed to keep, and capable of keeping, such door or gate securely closed at all times when not in actual use. The door of any dwelling house or accessory building and forming any part of the enclosure need not be so equipped.
15.40.040 Required area between pool and surrounding structures.
Every swimming pool constructed after July 10, 1965, shall be constructed so that there is at least five feet between the main building and the swimming pool, that there is at least five feet between a side lot line or rear lot line and the swimming pool, and that there is at least five feet between any auxiliary building and the swimming pool, except that lesser distance may be permitted between a swimming pool and a building if the swimming pool is so designed to maintain the structure integrity of the structure involved. 164
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15.40.050 Compliance with chapter required.
All plans submitted to the city for swimming pools to be constructed shall show compliance with the requirements of this chapter and Chapter 15.08 of this title, and final inspection and approvals of all pools shall be withheld until all requirements of this chapter and Chapter 15.08 of this title have been complied with.
15.40.060 Modification of requirements.
The city council may make and allow modification in individual cases, upon a showing of good cause, with respect to the type, height, nature or location of the fences, walls, gates or latches required by this chapter, so long as the degree of protection provided for in this chapter is not reduced thereby. (Code 1965, § 6-10.06.)
(Ord. No. 1555, § 23, 12-10-19)
165
Exhibit B
Title 8 - HEALTH AND SAFETY
Chapter 8.16 FIRE PROTECTION CODE
Chapter 8.16 FIRE PROTECTION CODE1
8.16.010 Application and adoption of the California Fire Code.
Except as stated in this section or as amended below in section 8.16.020 of this chapter, all of the provisions and appendices of the 2022 California Fire Code, inclusive of all of the inclusions and exclusions set for in each chapter's matrix, are hereby adopted and shall apply to the City of Banning. In addition, the following provisions that are excluded in the 2022 California Fire Code are hereby adopted: Chapter 1 (excluding Sections 103.2 and 109.3), Chapters 3 and 25, and Sections 403.12, 503, 510.2, and 1103.2. (Ord. No. 1503, § 2, 12-12-16; Ord. No. 1555, § 1, 12-10-19; Ord. No. 1586, § 2, 11-8-22)
8.16.020 Amendments to California Fire Code.
The codes, chapters, standards, and appendices are amended as specifically set forth in the following chapters herein:
CHAPTER 1. SCOPE AND ADMINISTRATION
Section 101.4 of the California Fire Code is deleted in its entirety and replaced with the following:
101.4 Severability. If any provision, clause, sentence, or paragraph of this code or the application thereof to any person or circumstances shall be held invalid, such invalidity shall not affect the other provisions of this code which can be given effect without the invalid provision or application, and to this end, the provisions of this code are hereby declared to be severable.
Section 102.5 of the California Fire Code is amended as follows:
102.5 Application of residential code. Where structures are designed and constructed in accordance with the California Residential Code, the provisions of this code shall apply as follows:
1. Construction and design provisions of this code pertaining to the exterior of the structure shall apply including, but not limited to, premises identification, fire apparatus access and water supplies. Where interior or exterior systems or devices are installed, construction permits required by Section 105.7 of this code shall apply.
2. Administrative, operational and maintenance provisions of this code shall apply.
3. Automatic fire sprinkler system requirements of this code shall apply to detached accessory buildings 3,600 square feet (334 m2 ) or greater in accordance with Section 903.2. The provisions contained in Section 903.2.18 of the California Fire Code or Section R309.6 of the California Residential Code may be used for the design of the automatic fire sprinkler system for detached private garages.
Section 104.1.1 is added to Section 104.1 of the California Fire Code to read as follows:
104.1.1 Authority of the Fire Chief and Fire Department. 1 Editor's note(s)—Section 2 of Ord. No. 1503, adopted Dec. 12, 2016, repealed and replaced in its entirety ch. 8.16 to read as herein set out. Former ch. 8.16 pertained to the same subject matter, consisted of §§ 8.16.010—
8.16.050 and derived from the 1965 Code; Ord. 1380; and Ord. No. 1468, adopted Feb. 11, 2014. 166
1. The Fire Chief is authorized and directed to enforce all applicable State fire laws and provisions of this code and to perform such duties as directed by the City Council.
2. The Fire Chief is authorized to administer, interpret and enforce this code. Under the Fire Chief's direction, the Riverside County Fire Department is authorized to enforce ordinances of the City of Banning pertaining to the following:
2.1. The prevention of fires.
2.2. The suppression or extinguishment of dangerous or hazardous fires.
2.3. The storage, use and handling of hazardous materials.
2.4. The installation and maintenance of automatic, manual and other private fire alarm systems and fire extinguishing equipment.
2.5. The maintenance and regulation of fire escapes.
2.6. The maintenance of fire protection and the elimination of fire hazards on land, in buildings, structures and other property, including those under construction.
2.7. The maintenance of means of egress.
2.8. The investigation of the cause, origin and circumstances of fire and unauthorized releases of hazardous materials.
3. The following persons are hereby authorized to interpret and enforce the provisions of this code and to make arrests and issue citations as authorized by law:
3.1. The Unit Chief, Peace Officers and Public Officers of the California Department of Forestry and Fire Protection.
3.2. The Fire Chief, Peace Officers and Public Officers of the Riverside County Fire Department.
3.3. The Riverside County Sheriff and any deputy sheriff.
3.4. The Police Chief and any police officer of any city served by the Riverside County Fire Department.
3.5 Officers of the California Highway Patrol.
3.6. Code Officers of the City of Banning Code Enforcement Department.
3.7. Peace Officers of the California Department of Parks and Recreation.
3.8. The law enforcement officer of the Federal Bureau of Land Management.
Sections 104.7 and 104.7.1 of the California Fire Code are deleted in their entirety and replaced with the following:
104.7 Liability. Any liability against Riverside County or the City of Banning or any officer or employee for damages resulting from the discharge of their duties shall be as provided by law.
Section 104.13 is added to Section 104 of the California Fire Code to read as follows:
104.13 Authority of the Fire Chief to close hazardous fire areas. Except upon National Forest Land, the Fire Chief is authorized to determine and announce the closure of any hazardous fire area or portion thereof. Any closure by the Fire Chief for a period of more than fifteen (15) calendar days must be approved by the Riverside County Board of Supervisors and/or the City Council within fifteen (15) calendar days of the Fire Chief's original order of closure. Upon such closure, no person shall go in or be upon any hazardous fire area, except upon the public roadways and inhabited areas. During such closure, the Fire Chief shall erect and maintain at all entrances to the closed area sufficient signs giving notice of closure. This section shall not prohibit residents or owners of private property within any closed area, or their invitees, from going in or being upon their lands. This section shall not apply to any entry, in the course of duty, by a peace officer, 167
duly authorized public officer or fire department personnel. For the purpose of this section, "hazardous fire area" shall mean public or private land that is covered with grass, grain, brush or forest and situated in a location that makes suppression difficult resulting in great damage. Such areas are designated on Hazardous Fire Area maps filed with the office of the Fire Chief.
Section 105.3.1 of the California Fire Code is amended to add the following language:
105.3.1 Expiration. An operational permit shall remain in effect for a period of one (1) year (365 days), unless otherwise reissued, renewed, or revoked, or for such a period of time as specified in the permit and as specified in writing by the Fire Code Official.
Section 107.2 of the California Fire Code is deleted in its entirety and replaced with the following:
107.2 Schedule of permit fees. Fees for services and permits shall be as set forth in the City of Banning fee schedule.
Section 107.7 is added to Section 107 of the California Fire Code to read as follows:
107.7 Cost recovery. Fire suppression, investigation, rescue, or emergency medical costs are recoverable in accordance with Health and Safety Code Sections 13009 and 13009.1, as may be amended from time to time.
Additionally, any person who negligently, intentionally, or in violation of law causes an emergency response, including, but not limited to, a traffic accident, spill of toxic or flammable fluids or chemicals is liable for the costs of securing such emergency, including those costs pursuant to Government Code Section 53150 et seq., as may be amended from time to time. Any expense incurred by the Riverside County Fire Department for securing such emergency shall constitute a debt of such person and shall be collectable by Riverside County in the same manner as in the case of an obligation under contract, express or implied.
Section 108.2 of the California Fire Code is amended to add the following language:
108.2 Inspections. The Fire Code Official shall issue an annual permit for a building, structure, and operations therein.
Section 111.1 of the California Fire Code is deleted in its entirety and replaced with the following:
111.1 Board of appeals established. The Board of Appeals shall be the City Manager. If he or she determines an outside board is needed, he or she shall designate an outside hearing officer to hear the appeal. The Fire Chief shall be notified of any appeal and the Fire Chief or designee shall be in attendance at the appeal hearing. Depending on the subject of the appeal, specialized expertise may be solicited, at the expense of the applicant, for the purpose of providing input to the Appeals Board.
Section 112.4 of the California Fire Code is deleted in its entirety and replaced with the following:
112.4 Violation and penalties. It shall be unlawful for any person, firm, corporation or association of persons to violate any provision of this code, or to violate the provisions of any permit granted pursuant to this code.
Punishments and penalties for violations shall be in accordance with the City of Banning ordinances and fee schedules and Health and Safety Code Sections 17995 through 17995.5.
CHAPTER 2. DEFINITIONS
The definition of "Fire Chief" in Section 202 of the California Fire Code is deleted in its entirety and replaced with the following:
FIRE CHIEF. The Fire Chief of Riverside County or the Fire Chief's designee.
CHAPTER 3. GENERAL REQUIREMENTS
Section 308.1.6.3 of the California Fire Code is deleted in its entirety and replaced with the following:
308.1.6.3 Sky lanterns or similar devices. A person shall not release or cause to be released a sky lander or similar device.
168
CHAPTER 5. FIRE SERVICE FEATURES
Section 503.2.1 of the California Fire Code is deleted in its entirety and replaced with the following:
503.2.1 Dimensions. Fire apparatus access roads shall have an unobstructed width of not less than 24 feet (7315 mm), exclusive of shoulders, except for approved security gates in accordance with Section 503.6, and an unobstructed vertical clearance of not less than 13 feet 6 inches (4115 mm). For additional requirements or alternatives see Riverside County Fire Department Standards and Policies, as may be amended from time to time.
Section 503.2.2 of the California Fire Code is deleted in its entirety and replaced with the following:
503.2.2 Authority. The fire code official shall be the only authority authorized to designate fire apparatus access roads and fire lanes and to modify the minimum fire lane access widths for fire or rescue operations Section 503.6.1 is added to Section 503.6 of the California Fire Code to read as follows:
503.6.1 Automatic opener. New motorized gates shall be provided with means to be automatically opened remotely by emergency vehicle in accordance with Riverside County Fire Department standards and Policies, as may be amended from time to time.
Exception: Gates serving individual one- and two-family dwelling parcels.
Section 503.7 is added to Section 503 of the California Fire Code to read as follows:
503.7 Loading areas and passenger drop-off areas. On private properties, where fire apparatus access roads are utilized for loading or unloading or utilized for passenger drop-off or pick-up, an additional eight (8) feet of width shall be added to the minimum required width for the fire apparatus access road.
Section 507.5.7 is added to Section 507 of the California Fire Code to read as follows:
507.5.7 Fire hydrant size and outlets. As determined by the fire code official, fire hydrant sizes and outlets shall be based on the following:
1. Residential Standard - one (1) four (4) inch outlet and one (1) two and half (2½) inch outlet.
2. Super Hydrant Standard - one (1) four (4) inch outlet and two (2) two and one half (2½) inch outlet.
3. Super Hydrant Enhanced - two (2) four (4) inch outlet and one (1) two and one half (2½) inch outlet.
Section 507.5.8 is added to Section 507 of the California Fire Code to read as follows:
507.5.8 Fire hydrant street marker. Fire hydrant locations shall be visually indicated in accordance with Riverside County Fire Department Technical Policy 06-11, as may be amended from time to time. Any hydrant marker damaged or removed during the course of street construction or repair shall be immediately replaced by the contractor, developer or person responsible for removal or damage.
Section 508.1 of the California Fire Code is deleted in its entirety and replaced with the following:
508.1 General. Where required by other sections of this code and in all buildings classified as high-rise buildings by the California Building Code, in buildings greater than 300,000 square feet (27871 m2 ) in area and in Group I-2 occupancies having occupied floors located more than 75 feet above the lowest level of fire department vehicle access, a fire command center for fire department operations shall be provided and comply with Sections 508.1.1 through 508.1.8.
Section 508.1.1 of the California Fire Code is deleted in its entirety and replaced with the following:
508.1.1 Location and access. The fire command center shall be located adjacent to the main lobby and shall be accessible from fire department vehicular access or as approved by the fire code official. The room shall have direct access from the building exterior at the lowest level of fire department access.
Section 508.1.3 of the California Fire Code is amended to add the following:
169
Exception: A fire command center solely required because a building is greater than 300,000 square feet (27871 m2 ) in area shall be a minimum of 96 square feet (9 m 2 ) with a minimum dimension of 8 feet (2438 mm).
Section 508.1.6 of the California Fire Code is amended to add the following:
Exception: A fire command center solely required because a building is greater than 300,000 square feet (27871 m2 ) in area shall comply with NFPA 72 and contain the features set forth in Section 508.1.6 subsections 5, 8, 10, 12, 13 and 14. The features set forth in Section 508.1.6 subsections 1, 2, 3, 4, 6, 7, 9, 11, 15, 16, 17, 18 and 19 shall be required when such building contains systems or functions related to these features.
Section 508.1.7 of the California Fire Code is deleted in its entirety and replaced with the following:
508.1.7 Fire command center identification. The fire command center shall be identified by a permanent easily visible sign stating, "Fire Dept. Command Center," located on the door to the fire command center.
Section 509.2.1 is added to Section 509.2 of the California Fire Code to read as follows:
509.2.1 Minimum clearances. A 3-foot (914 mm) clear space shall be maintained around the circumference of exterior fire protection system control valves, or any other exterior fire protection system component that may require immediate access, except as otherwise required or approved.
CHAPTER 6. BUILDING SERVICES AND SYSTEMS
Section 608.11.1.2 of the California Fire Code is deleted in its entirety and replaced with the following:
608.11.1.2 Manual operation. When required by the fire code official, automatic crossover valves shall be capable of manual operation. The manual valves shall be located in an approved location immediately outside of the machinery room in a secure metal box or equivalent and marked as Emergency Controls.
CHAPTER 9. FIRE PROTECTION SYSTEMS
Section 903.2 of the California Fire Code is deleted in its entirety and replaced with the following:
903.2 Where required. In all new buildings and structures which are 3,600 square feet (334 m2 ) or greater, an approved automatic sprinkler system shall be provided regardless of occupancy classification. Where the Sections 903.2.1 - 903.2.20 of the California Fire Code require more restrictive requirements than those listed below, the more restrictive requirement shall take precedence.
Exception: Unless required elsewhere in this code or the California Building Code, automatic fire sprinkler systems shall not be required for the following:
1. Detached Group U occupancies used for agricultural or livestock purposes, less than 5,500 square feet (511 m2 ), and having setback distances of 50 feet (15 m) or more from the property line and other buildings.
2. Detached non-combustible equestrian arena shade canopies that are open on all sides and used for riding only - no commercial, assembly or storage uses.
3. Detached fabric or non-combustible shade structures that are open on all sides and used to shade playground equipment, temporary storage of vehicles and dining areas with no cooking.
4. Detached Group U occupancy greenhouses less than 5,500 square feet (511 m2 ).
5. Where determined by the Fire Chief that no major life safety hazard exists, and the fuel load does not pose a significant threat to firefighter safety or to other structures or property, automatic fire sprinklers may be exempted.
One- and two-family dwellings shall have an automatic fire sprinkler system regardless of square footage in accordance with the California Residential Code. Fire sprinkler systems shall be installed in mobile homes, 170
manufactured homes and multifamily manufactured homes with two-dwelling units in accordance with Title 25 of the California Code of Regulations.
The following exceptions in the California Fire Code shall not be allowed:
a. Exception in Section 903.2.3
b. Exception 2 in Section 903.2.11.3
Section 903.3.5.3 is added to Section 903 of the California Fire Code to read as follows:
903.3.5.3 Hydraulically calculated systems. The design of hydraulically calculated fire sprinkler systems shall not exceed 90 percent of the water supply capacity.
CHAPTER 32. HIGH-PILED COMBUSTIBLE STORAGE
Section 3204.2.1 is added to Section 3204.2 of the California Fire Code to read as follows:
3204.2.1 Minimum requirements for client leased or occupant owned warehouses. Designs of an automatic sprinkler system for client leased or occupant owned buildings containing high pile storage shall be based on the requirements of NFPA 13. The responsible fire protection engineer shall perform a survey of the building to determine commodity classification, storage configuration, building height and other information related to the development of an appropriate sprinkler system design. The fire protection engineer shall also make reasonable efforts to meet with the building owner or operator to understand seasonal or customer related fluctuations to the stored commodities, storage height, and configuration. The sprinkler design shall be based on the most demanding requirements determined through the onsite survey and discussions with the building owner or operator. The technical report shall describe the basis for determining the commodity and sprinkler design selection, how the commodities will be isolated or separated, and include referenced design document(s), including NFPA 13 or the current applicable factory mutual data sheets. If a specific fire test is used as the basis of design, a copy of the fire test report shall be provided at the time of plan review.
CHAPTER 49. REQUIREMENTS FOR WILDLAND-URBAN INTERFACE FIRE AREAS Section 4904.4 is added to Section 4904 of the California Fire Code to read as follows:
4904.4 High Fire Hazard Severity Zone Maps. In accordance with Government Code Sections 51175 through 51189, Very High Fire Hazard Severity Zones are designated as shown on a map titled Very High Fire Hazard Severity Zones, dated December 24, 2009, and retained on file at the office of the Fire Chief, which supersedes other maps previously adopted designating high fire hazard areas. 171
APPENDIX B
Table B105.2 of the California Fire Code is amended as follows:
TABLE B105.2
REQUIRED FIRE-FLOW FOR BUILDINGS OTHER THAN ONE- AND TWO-FAMILY DWELLINGS, GROUP R-3 AND R4 BUILDINGS AND TOWNHOUSES
AUTOMATIC SPRINKLER SYSTEM
(Design Standard)
MINIMUM FIRE-FLOW
(gallons per minute)
FLOW DURATION
(hours)
No automatic sprinkler system Value in Table B105.1(2) Duration in Table B105.1(2) Section 903.3.1.1 of the California
Fire Code
50% of the value in Table
B105.1(2)a
Duration in Table B105.1(2) at the
reduced flow rate
Section 903.3.1.2 of the California
Fire Code
50% of the value in Table
B105.1(2)b
Duration in Table B105.1(2) at the
reduced flow rate
For SI: 1 gallon per minute = 3.785 L/m.
a. The reduced fire-flow shall be not less than 1,000 gallons per minute. b. The reduced fire-flow shall be not less than 1,500 gallons per minute.
APPENDIX C
Section C103.1 of the California Fire Code is deleted in its entirety and replaced with the following:
C103.1 Hydrant spacing. Fire apparatus access roads and public streets providing required access to buildings in accordance with Section 503 of the International Fire Code shall be provided with one or more fire hydrants, as determined by Section C102.1. Where more than one fire hydrant is required, the distance between required fire hydrants shall be in accordance with Sections C103.2 and C103.3. Fire hydrants shall be provided at street intersections."
(Ord. No. 1555, § 1, 12-10-19; Ord. No. 1586, § 2, 11-8-22; Ord. No. 1595, § 2, 9-12-23) 172
CITY OF BANNING
STAFF REPORT
TO: CITY COUNCIL
FROM: Arturo Vela, Interim City Manager
PREPARED BY: Brandon Robinson, Electrical Engineering Supervisor Fred Lyn, Deputy Electric Utility Director
MEETING DATE: November 12, 2025
SUBJECT: Accept an Easement from Tri Pointe Homes for Electric Utility Purposes on Accessor’s Tract Map No. 37389-3 PA 29 within the Atwell Development for the Maintenance of the City-Owned Electric Distribution System
RECOMMENDATION:
Accept an easement from Tri Pointe Homes for electric utility purposes for Tract Map No. 37389-3 PA 29 within the Atwell development.
BACKGROUND:
Final Tract Map No. 37388-7 within the Atwell Development Specific Plan was approved by the Banning City Council via Resolution 2024-190 on December 10, 2024 and Tract Map No. 37389-6 was approved by the Banning City Council via Resolution 2025-027 on February 25, 2025. The Banning Electric Utility has constructed electrical improvements within these tracts that were required to serve the new Atwell housing development and maintain overhead distribution services for the nearby Highland Estates community. As part of the Conditions of Approval for the project, the developer or owner is required to provide the City with the necessary easements for the maintenance of the City owned electric distribution system.
The facilities within the proposed easements consist of both primary underground electric infrastructure required for utility service within the Atwell development and overhead distribution infrastructure to maintain electric service to certain parcels with the Highland Estates community.
JUSTIFICATION:
It is necessary to obtain the easement for the City to access and provide maintenance for the City-owned electric distribution equipment which may include utility poles, conduit with conductors, transformers, switchgear, equipment pads, and meters.
FISCAL IMPACT:
There is no fiscal impact associated with the acceptance of the easement.
ALTERNATIVES:
Do not accept the easement and provide alternative direction.
BUDGETED?:
No
173
CONTRACT/AGREEMENT:
No
ATTACHMENTS:
1. Easement 37389-6_PA9A_.pdf
2. Certificate of Acceptance - Easement for 37389-6, PA 9A.docx
3. Easement 37388-7_PA35B.pdf
4. Certificate of Acceptance - Easement for 37388-7, PA 35B.docx 174
175
176
177
178
179
180
181
182
183
184
185
186
187
188
Recording Requested by:
City Clerk
City of Banning
P.O. Box 998
Banning, CA 92220
NO RECORDING FEE PER SECTION
6103 OF THE GOVERNMENT CODE
CERTIFICATE OF ACCEPTANCE
This is to certify that the EASEMENT – PUBLIC ELECTRIC UTILITY PURPOSES from Tri Pointe Homes, IE-SD, Inc., dated 10/9/2025, is hereby accepted by THE CITY OF BANNING pursuant to authority conferred by the City Council this 12 th day of November 2025, and the
grantees consent to recordation thereof by its duly authorized agent.
Dated: November 12, 2025
CITY OF BANNING
________________________________
Sandra Calderon, Acting Administrative
City Clerk
189
190
191
192
193
194
195
Recording Requested by:
City Clerk
City of Banning
P.O. Box 998
Banning, CA 92220
NO RECORDING FEE PER SECTION
6103 OF THE GOVERNMENT CODE
CERTIFICATE OF ACCEPTANCE
This is to certify that the EASEMENT – PUBLIC ELECTRIC UTILITY PURPOSES from Tri Pointe Homes, IE-SD, Inc., dated 10/15/2025, is hereby accepted by THE CITY OF BANNING pursuant to authority conferred by the City Council this 12 th day of November 2025, and the
grantees consent to recordation thereof by its duly authorized agent.
Dated: November 12, 2025
CITY OF BANNING
________________________________
Sandra Calderon, Acting Administrative
City Clerk
196
CITY OF BANNING
STAFF REPORT
TO: CITY COUNCIL
FROM: Arturo Vela, Interim City Manager
PREPARED BY: Perry Gerdes, Water/Wastewater Superintendent Art Vela, Public Works Director
MEETING DATE: November 12, 2025
SUBJECT: Consideration of Resolution 2025-147, Approving Amendment No. 1 in the Amount of $20,000 for a Total Agreement Amount of $45,000 with Pioneer Americas a Olin Corporation of Atlanta, Georgia for the Purchase of 12.5% Sodium Hypochlorite and Approving an Annual Agreement in the Amount of $45,000 per year for a Total of Five Years RECOMMENDATION:
Adopt Resolution 2025-147
BACKGROUND:
The City of Banning owns and operates its own water and wastewater systems, which includes twenty potable water wells and one non-potable water wells, thirteen potable reservoirs that need to be disinfected with sodium hypochlorite to maintain a constant chlorine residual. The Water Division of the Public Works Department currently uses an average of 32,000 gallons per year.
JUSTIFICATION:
The current fiscal year purchase order with Pioneer Americas, an Olin Corporation, in the amount of $25,000 is not sufficient to meet the department’s sodium hypochlorite needs for the remainder of the year. Amendment No. 1 increases the purchase order by $20,000, bringing the total authorization to $45,000.
The City of Banning has continued to receive quality service from Pioneer Americas, the manufacturer of sodium hypochlorite, and has benefited from their guarantee of delivery during supply shortages and emergencies. This reliability was demonstrated in 2022 when a regional shortage occurred due to a manufacturing plant shutdown—while many agencies faced supply disruptions, Banning continued to receive product without interruption.
FISCAL IMPACT:
The Fiscal Year 2025/2026 purchase order with Olin Corporation is currently set at $25,000. If approved, Amendment No. 1 will increase the purchase order by $20,000, resulting in a total of $45,000.
The agreement with Pioneer Americas, an Olin Company, authorizes expenditures of $45,000 for Fiscal Year 2025/2026, based on the anticipated chemical quantities needed. The agreement also provides for four additional years at $45,000 per year, for a total five-year contract amount of $225,000. Funding is available in Account No. 660-6300-471.36-08 (Chemicals, Gases).
ALTERNATIVES:
197
1. Adopt Resolution 2025-147 as recommended.
2. Adopt Resolution 2025-147 with modifications.
3. Do not approve Resolution 2025-147 Amendment No. 1, which could delay purchase of 12.5% Sodium Hypochlorite which could lower the chlorine residual and could result in bacteriological issues within the system.
BUDGETED?:
Yes
CONTRACT/AGREEMENT:
Yes
ATTACHMENTS:
1. Resolution_2025-147.docx
2. Olin Bleach Price Increase Letter.pdf
198
Resolution 2025-130
RESOLUTION 2025-130
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA, APPROVING AMENDMENT NO. 1 IN THE AMOUNT OF $20,000 FOR A TOTAL AGREEMENT AMOUNT OF $45,000 WITH PIONEER AMERICAS A OLIN CORPORATION OF ATLANTA, GEORGIA FOR THE PURCHASE OF 12.5% SODIUM
HYPOCHLORITE AND APPROVING AN ANNUAL AGREEMENT IN THE AMOUNT OF $45,000 PER YEAR FOR A TOTAL OF FIVE YEARS
WHEREAS, the Department of Public Works, Water Division owns and operates its own water and wastewater systems, which includes twenty potable water wells and one non-potable water wells, thirteen potable reservoirs that need to be disinfected with sodium hypochlorite to maintain a constant chlorine residual; and
WHEREAS, the Water Division currently uses approximately 32,000 gallons per year of sodium hypochlorite; and
WHEREAS, this fiscal year’s purchase order with Pioneer Americas a Olin Corporation in the amount of $25,000 will not be enough to purchase what will be needed for the rest of the year; and
WHEREAS, Amendment No. 1 will amend the purchase order by adding an additional $20,000 to it and allow the department to budget and spend up to $45,000 annually for a total of fiver years.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Banning as follows:
SECTION 1. The City Council approves Amendment No. 1 in the Amount of $20,000 for a Total Agreement Amount of $45,000 with Pioneer Americas a Olin Corporation of Atlanta, Georgia for the Purchase of 12.5% Sodium Hypochlorite and Approving an Annual Agreement in the Amount of $45,000 per year for a Total of Five Years
SECTION 2. The City Council authorizes the Interim City Manager to make non-substantive changes to the Agreement with Pioneer Americas a Olin Corporation of Atlanta, Georgia on behalf of the City Council.
SECTION 3. The City Council authorizes the Interim City Manager, or designee, to make necessary budget adjustments, appropriations, and transfers related to this resolution.
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 September 2025. 199
Resolution 2025-130
Sheri Flynn, Mayor
City of Banning
ATTEST:
Sandra Castaneda,
Administrative City Clerk,
City of Banning
APPROVED AS TO FORM:
John O. Pinkney, City Attorney Slovak,
Baron, Empey, Murphy & Pinkney LLP
200
Resolution 2025-130
CERTIFICATION:
I, Caroline Patton, Administrative City Clerk of the City of Banning, California, do hereby certify that the foregoing Resolution 2025-130, was duly adopted by the City Council of the City of Banning, California, at a regular meeting thereof held on the 9th day of June 2025 by the following vote, to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
Caroline Patton, Administrative City Clerk
City of Banning, California
201
Resolution 2025-130
EXHIBIT A
202
16920 Katy Freeway, Suite 600
Houston, Texas 77094
Phone: 770/842-5631
Cool website:
www.olinchloralkali.com/products/sodium-hypochlorite/
June 11, 2025
SUBJECT: Sodium Hypochlorite (Bleach) Price Increase Announcement Dear Customer:
Effective immediately, or as contract terms permit, Olin Corporation’s Chlor Alkali Products and Vinyls division (Olin), is increasing the unit price of bulk Sodium Hypochlorite (Bleach) by $0.100 USD per gallon ($0.036 CAD per liter) for all 12.5 wt.% Sodium Hypochlorite solutions produced at our North American Bleach facilities, and by $0.126 USD per gallon ($0.045 CAD per liter) for all 15.5 wt.% High Strength Sodium Hypochlorite concentrations. Increases for some customers may be greater if portions of previously announced price increases have not yet been fully realized.
Lead times for all railcar orders of fourteen (14) days and three (3) days for all tank truck orders (two (2) days to direct municipalities) will be strictly adhered to.
Your sales representative will be in contact with you to answer any questions you may have regarding this price increase announcement.
Thank you for your valued business. We appreciate the continued confidence you place in Olin as your Bleach supplier.
Sincerely,
OLIN CHLOR ALKALI PRODUCTS and VINYLS
Linas Staskevicius
Business Director – Bleach
203
CITY OF BANNING
STAFF REPORT
TO: CITY COUNCIL
FROM: Arturo Vela, Interim City Manager
PREPARED BY: Nicole Jews, Human Resources Manager
Art Vela, Interim City Manager
MEETING DATE: November 12, 2025
SUBJECT: Consideration of Resolution 2025-155, Amending the Classification and Compensation Plan Related to two Title Changes
RECOMMENDATION:
Adopt Resolution 2025-155.
BACKGROUND:
It is necessary to amend the City’s Classification & Compensation Plan from time to time to maintain a current plan that reflects budget amendments, organizational structure, and department needs.
Past City Council resolutions have identified the necessity to maintain a current Classification & Compensation Plan that reflects the nature of work and organizational structure, that the plan is updated to reflect both market changes and appropriate compensation for work performed.
JUSTIFICATION:
Proposed changes to the Classification and Compensation plan include:
City Manager's Office-City Clerk
Title change for the Administrative City Clerk to Deputy City Clerk, Range T79. The City would like to revert the Administrative City Clerk title back to Deputy City Clerk. The Deputy City Clerk title aligns closer with the duties of assisting and acting in the place of the City Clerk. This may include managing elections, processing legal documents, supervising staff, and handling complex tasks.
Public Works Department-Street & Building Maintenance
Title change for the Public Works Superintendent to Public Works Operations Manager, Range T85. The City would like to change the Public Works Superintendent title to Public Works Operations Manager.
Changing the title to Public Works Operations Manager will better align this tile with other Operations Managers in the Management position classification. The position duties will remain the same in this management position.
Staff is requesting Council to approve the following title changes:
1. Administrative City Clerk to Deputy City Clerk
2. Public Works Superintendent to Public Works Operations Manager FISCAL IMPACT:
204
Position/Range Proposed Salary Range Current Salary Range Proposed Base Wage
Difference
Administrative City
Clerk/T79
$ 0.00 $ 108,165.25 $ 108,165.25
Deputy City Clerk/T79 $ 108,165.25 $ 0.00 $ -108,165.25 Total Annual Fiscal
Impact
$ 0
Position/Range Proposed Salary Range Current Salary Range Proposed Base Wage
Difference
Public Works
Superintendent/T85
$ 0.00 $ 153,438.27 $ 153,438.27
Public Works Operations
Manager/T85
$ 153,438.27 $ 0.00 $ -153,438.27
Total Annual Fiscal
Impact
$ 0
ALTERNATIVES:
Do not adopt Resolution 2025-155 and provide alternative direction to staff.
BUDGETED?:
Yes
CONTRACT/AGREEMENT:
No
ATTACHMENTS:
1. Resolution 2025-155, Consideration of Classification & Compensation Changes.pdf
2. Deputy City Clerk rev 2021.01.docx
3. Public Works Operations Manager.docx
205
Resolution 2025-155
RESOLUTION 2025-155
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA,
AMENDING THE CLASSIFICATION & COMPENSATION PLAN FOR THE CITY OF BANNING WHEREAS, it is necessary to amend the City’s Classification & Compensation Plan from time to time to maintain a current plan that reflects the nature of work, organizational structure, or otherwise; and
WHEREAS, the proposed title changes for the Administrative City Clerk to Deputy City Clerk and Public Works Superintendent to Public Works Operations Manager; and WHEREAS, changes to job descriptions, job titles, and/or pay ranges require City Council approval.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Banning as follows:
SECTION 1. The City Council approves the following updated position control for Fiscal Year 2025-26:. Title changes of the Administrative City Clerk to a Deputy City Clerk and Public Works Superintendent to Public Works Operations Manager.
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 12th day of November 2025.
Sheri Flynn, Mayor
City of Banning
ATTEST:
Sandra Calderon,
Acting Administrative City Clerk
City of Banning
206
Resolution 2025-155
APPROVED AS TO FORM:
John Pinkey, City Attorney
SBEMP
207
Resolution 2025-155
CERTIFICATION:
I, Sandra Calderon, Acting Administrative City Clerk of the City of Banning, California, do hereby certify that the foregoing Resolution 2025-155, was duly adopted by the City Council of the City of Banning, California, at a regular meeting thereof held on the 12th day of November 2025 by the following vote, to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
Sandra Calderon,
Acting Administrative City Clerk
City of Banning, California
208
Resolution 2025-155
Exhibit A
Job Descriptions
• Deputy City Clerk
• Public Works Manager
209
1 JOB DESCRIPTION
TITLE: Deputy City Clerk JOB CODE: 1606
DEPARTMENT: City Manager FLSA STATUS: Exempt
REPORTS TO: City Manager UNION STATUS: Unrepresented
SUPERVISES: n/a EFFECTIVE DATE: 06/26/2018
SALARY: T79 REVISED DATE: 11/12/2025
JOB PURPOSE/SUMMARY
The Deputy City Clerk position is distinguished from other administrative support classes by the higher degree of independent judgment required; a thorough knowledge of divisional, department and City-wide procedures and policies; and the ability to choose among a number of alternatives in performing a variety of complex assignments without instruction and in scheduling and completing work. Incumbents routinely handle highly confidential and sensitive information; may serve as staff support on internal and external committees, may have budget preparation and administration responsibility; and may represent the City and/or City executive/elected officials as required.
PERFORMANCE EXPECTATIONS
Leadership: Contributes to a positive work culture consistent with the City of Banning Leadership Philosophy, actively welcomes new approaches to public service and supports change and
ABOUT THE CITY OF BANNING
The City of Banning is located in the San Gorgonio Pass area of Southern California. The community of over 30,000 people is diverse with income levels slightly lower than other areas of Riverside County.
However, growth and development is occurring rapidly, which will create new jobs, increase the population and raise income levels. Our employees are the most important asset in preserving our Proud History, Creating a Prosperous Tomorrow, and in responding to the community’s needs. The City provides competitive salaries, outstanding benefits and professional growth opportunities.
CITY VISION
The City of Banning promotes and supports a high quality of life that ensures a safe and friendly environment, fosters new opportunities and provides responsible, fair treatment to all and is the pride of its citizens.
CORE VALUES
Customer Service Excellence: We excel in what we do by staying responsive, flexible, patient, effective, and professional.
Integrity: We are ethical, accountable and compliant with our responsibility to the public and community.
Teamwork: We work together and maintain great communication and respect and foster a fun and enjoyable atmosphere to take pleasure in what we do.
Yes-Minded: We recognize diversity and maintain a positive attitude to do all we can to serve the community in the safest and most responsible manner.
210
2 process improvements at all levels within the organization. Management: Able to independently assess and organize personal work performance while contributing to the overall organization.
Teamwork: Demonstrates ability and willingness to work collaboratively with a team. Communication: Communicates effectively with peers, supervisors, subordinates, and individuals to who service is provided.
ESSENTIAL FUNCTIONS
The following duties ARE NOT intended to serve as a comprehensive list of all duties performed by all employees in this classification. Shown are duties intended to provide a representative summary of the major duties and responsibilities. Incumbent(s) may not be required to perform all duties listed and may be required to perform additional, position-specific duties. Perform a wide variety of responsible, complex and confidential duties for designated individuals at the department executive level. Work closely with the City Manager, City Attorney, and department executive personnel in coordinating items for City Council consideration. Attend meetings of the City council and take minutes; prepare the permanent record of City Council proceedings requiring the use of judgment and through understanding of Council functions and operating procedures.
Prepare agendas, gather information, and contact meeting participants. Research public records, and provide information to the public and staff members concerning City Council actions, laws, ordinances, codes, procedures and projects; independently compose responses to requests for information. Performs follow-up activities resulting from Council meetings, including transcribing and distributing minutes, ensuring that resolutions and ordinances are in proper format. Interpret and apply divisional policies and procedures in response to inquiries and make appropriate referrals. Review, log, prioritize, and route correspondence. Take and transcribe dictation from rough draft, notes, or recordings. Respond independently to letters and general correspondence of a routine nature.
Interpret and administer the Fair Political Practices Commission (FPPC) guidelines and the filing of economic interest statements; acts as registrar of voters and conducts municipal elections. Gather, organize and prepare information for routine reports. Manage budgeting of the City Clerk’s office. Recommend organizational or procedural changes affecting administrative support activities.
Compile and maintain complex and extensive records for a department. Maintain a variety of files and records of information. Maintain manuals and update resource materials.
May serve as secretary and/or administrative staff to a board or commission, preparing the agenda and taking minutes of meetings. Maintain appointment schedules and daily calendars. Assist in the assigning, supervision and participation in the work of the administrative support section of an assigned department or division. Review work upon completion for conformance to divisional requirements. Participate in the preparation and administration of Department budget. Perform specialized projects, including collecting, compiling and summarizing information obtained. Serve on various internal and external committees; represent the City and/or City executive/elected official as required.
Assist in developing, analyzing and evaluating policy and procedures. Coordinate activities, events and correspondence involving all City departments/department heads. May select, train, supervise and evaluate subordinates.
KNOWLEDGE OF:
Knowledge of English usage, spelling, grammar, and punctuation. Knowledge of modern office methods and standard office equipment usage. Knowledge of computer software, including word processing applications, at an advanced level. Knowledge of reception and telephone techniques.
Knowledge of principles and practices of classifying, indexing, processing, retrieving and controlling a large volume of records.
Knowledge of principles of supervision and training.
Knowledge of modern office administration practices and procedures. 211
3 Knowledge of principles and practices of effective business communication. Knowledge of rules and procedures governing the notice and conduct of public meetings. Knowledge of record keeping, account maintenance and purchasing practices and procedures. Knowledge of City boards and committees.
Knowledge of organization, procedures, ordinances and rules applicable to department to which assigned.
Knowledge of procedures and operating details of municipal government; City-wide policies and procedures.
Knowledge of research techniques, sources and availability of information. Knowledge of report writing and presentation.
Knowledge of communications/media services and resources. Knowledge of employment selection practices and principles.
ABILITY TO:
Ability to plan, organize, and carry our secretarial work to meet deadlines. Ability to receive highly sensitive information and maintain confidentiality. Ability to understand and carry out oral and written directions. Ability to operate office equipment, a personal computer and utilize various software and/or new technology.
Ability to communicate clearly and concisely, both orally and in writing. Ability to maintain division head’s working calendar and schedule appointments and meetings. Ability to establish and maintain cooperative working relationships with those contacted in the course of work.
Ability to assist in compiling and maintaining complex records and preparing technical reports for a division.
Ability to work independently in the absence of a supervisor. May exercise the ability to plan, organize and supervise the work of other clerical staff. Ability to perform relatively complex arithmetic and statistical calculations and computations rapidly and accurately.
Ability to interpret and apply administrative and divisional rules, policies and procedures. Ability to analyze situations carefully and adopt effective courses of action. Ability to assist in developing, analyzing and evaluating policies and procedures. Ability to compose correspondence and business letters from brief instructions. Ability to interpret and apply administrative and departmental rules, policies an procedures. Ability to compose correspondence independently.
Ability to compile and maintain complex and extensive records and files for a department. Ability to represent the department using good judgment, poise, tact and diplomacy. May exercise the ability to supervise, train, and evaluate subordinates. Ability to establish and maintain professional effective working relationships with diverse groups and individuals.
MINIMUM QUALIFICATIONS
A high school diploma or GED supplemented by specialized administrative support/business related courses and five (5) years of experience performing increasingly complex and highly responsible office and administrative support work, of which at least (2) two years involved administrative support work for one or more managers.
PREFERRED QUALIFICATIONS
An Associate’s Degree is preferred. Municipal/public sector government experience is highly desirable.
Ability to obtain certification as a Certified Municipal Clerk (CMC) within two years of employment.
Demonstrated proficiency at an advanced level in Word and/or Excel.
LICENSE AND CERTIFICATION REQUIREMENTS
Valid Class C California Driver License.
Successful completion of a pre-employment background check is required. 212
4 WORKING CONDITIONS
The work environment characteristics described here are representative of those an employee encounters while performing the essential functions of this job. Reasonable accommodation may be made to enable individuals with disabilities to perform the essential functions.
Ability to work in a standard office environment. Regularly required to talk or hear. Required to sit; stand; walk; use hands to finger, handle or feel; and reach with hands and arms. The employee is occasionally required to climb or balance and stoop, kneel, crouch, crawl, or twist; lift, drag and push files, reports or other materials. The employee must regularly lift and/or move up to ten (10) pounds, frequently lift and/or move up to twenty-five (25) pounds. Specific vision abilities required by this job include close vision, distance vision, color vision, peripheral vision, depth perception and ability to adjust focus.
PHYSICAL REQUIREMENTS
The physical demands described here represent those that must be met by an employee to successfully perform the essential functions of this job. Reasonable accommodation may be made to enable individuals with disabilities to perform the essential functions.
While performing the duties of this classification, an incumbent is regularly required to use hands and fingers to handle and/or feel. The employee is frequently required to talk, hear, and to sit and reach with hands and arms.
The employee is occasionally required to walk, climb or balance and stoop, kneel or crouch. The employee must regularly lift and or move up to twenty (20) pounds. Specific vision abilities required by this position include close vision, distance vision, color vision, peripheral vision, depth perception and the ability to adjust focus.
The City of Banning is an equal opportunity employer. All employees and candidates for employment will be recruited, selected, trained, promoted, compensated and, if necessary, disciplined or terminated without regard to sex/gender, race, national origin, religion, creed, color, marital status, veteran status, age, national origin, pregnancy, sexual orientation, gender identity, disability, genetic information or any other basis prohibited by law.
While requirements may be representative of minimum levels of knowledge, skills and abilities to perform this job successfully, the incumbent will possess the abilities or aptitudes to perform each duty proficiently.
This job description does not constitute an employment agreement between the Employer and Employee and is subject to change as the needs of the Employer and requirements of the job change. **Job Title formerly known as: Administrative City Clerk 213
JOB DESCRIPTION
TITLE: Public Works Operations Manager JOB CODE: 6069
DEPARTMENT: Public Works FLSA STATUS: Exempt
REPORTS TO: Public Works Director UNION STATUS: Represented SUPERVISES: Public Works Supervisor, Work Release Crew
Lead, Streets Maintenance Workers, Facilities
Maintenance Workers, Airport Attendant
EFFECTIVE DATE: 10/26/2004
SALARY RANGE: T85 REVISED DATE: 11/12/2025
JOB PURPOSE/SUMMARY
Under general direction from the Public Works Director, performs a variety of duties associated with managing staff engaged in maintenance, repair and service activities for the assigned Public Works Division. The position additionally fulfils the roles and responsibilities of the Streets Superintendent as described in the City of Banning Municipal Code. The position provides responsible professional administration and program evaluation of contractual agreements and regulatory obligations; participates in policy development and strategic planning; develops, summarizes and maintains administrative records. Coordinates assigned activities with other divisions, outside agencies, and the general public.
ABOUT THE CITY OF BANNING
The City of Banning is located in the San Gorgonio Pass area of Southern California. The community of over 30,000 people is diverse with income levels slightly lower than other areas of Riverside County. However, growth and development is occurring rapidly, which will create new jobs, increase the population and raise income levels. Our employees are the most important asset in preserving our Proud History, Creating a Prosperous Tomorrow, and in responding to the community’s needs. The City provides competitive salaries, outstanding benefits and professional growth opportunities.
CITY VISION
The City of Banning promotes and supports a high quality of life that ensures a safe and friendly environment, fosters new opportunities and provides responsible, fair treatment to all and is the pride of its citizens.
CORE VALUES
Customer Service Excellence: We excel in what we do by staying responsive, flexible, patient, effective, and professional.
Integrity: We are ethical, accountable and compliant with our responsibility to the public and community.
Teamwork: We work together and maintain great communication and respect and foster a fun and enjoyable atmosphere to take pleasure in what we do.
Yes-Minded: We recognize diversity and maintain a positive attitude to do all we can to serve the community in the safest and most responsible manner.
214
PERFORMANCE EXPECTATIONS
Leadership: Contributes to a positive work culture consistent with the City of Banning Leadership Philosophy, actively welcomes new approaches to public service and supports change and process improvements at all levels within the organization. Management: Able to independently assess and organize personal work performance while contributing to the overall organization.
Teamwork: Demonstrates ability and willingness to work collaboratively with a team. Communication: Communicates effectively with peers, supervisors, subordinates, and individuals to who service is provided.
ESSENTIAL FUNCTIONS
The following duties ARE NOT intended to serve as a comprehensive list of all duties performed by all employees in this classification. Shown are duties intended to provide a representative summary of the major duties and responsibilities. Incumbent(s) may not be required to perform all duties listed and may be required to perform additional, position-specific duties.
Oversees sees and manages staff engaged in maintenance, repair and service activities for the Public Right of Way/Streets Maintenance, Storm Drain/Drainage Maintenance, and Facility Maintenance (includes facilities at the airport) divisions of the Public Works Department. Responsible for communicating policies, goals, objectives, rules, assignments, and other information related to job duties to maintenance supervisors and staff. Responsible for overseeing the training, development, and tracking required certifications of staff to perform job assignments. Preparing job evaluations and tracking and advocating for staff and staffing needs to city administration.
Implements safety training programs for new and existing staff; ensures compliance with safety provisions and protocols applicable to staff; provides mentoring for staff to promote professional growth, high morale, and succession planning; conducts regular safety training meetings. Establish and maintain effective working relation ship with staff, management, and other city departments.
Prepares and implements effective preventative maintenance plans and schedules for assets managed by the division.
Prepares and implements project plans for facility and right of way improvements and coordinates with division staff, other City departments, and third-party vendors to execute improvement plans. Coordinates with and supervises Maintenance Supervisors on department goals and needs to ensure that assigned tasks are appropriately assigned and completed by maintenance staff. Coordinates with public works engineer staff on implementation of various city projects related to public right of way, paving, sidewalk, drainage systems, landscaping services, and facility improvements.
Maintains beautification of city-maintained medians and facility landscaping. Assists with identifying, recommending, reviewing and assessing strategic plans. Develops, establishes, and implements best management practices and maintains standards. Investigates and answers Public Works complaints or inquiries. Performs the duties of the Streets Superintendent as identified in the City of Banning Municipal Code Provides input regarding equipment, facilities and related needs. Monitor and control supplies and equipment; track and maintain inventory and supplies to ensure effective use of budget expenditures.
Assure that the City’s asset management and work order program is implemented and accurate in order to provide the director with analysis and reports; maintains accurate records and files. Manages daily operations to promote an efficient, safe, and cost effective environment. Provides outreach and public education programs to the community. Manages and administers departmental contract operations, including procurement, invoice processing, and contract compliance.
Develops formal and informal bids, scope of work, RFQ/RFP’s, directs and participates in solicitation, pre-bid meetings, evaluation, and award of RFP’s; prepares agenda reports and administrative documents.
215
Manages various public works contracts including landscape maintenance, traffic signal maintenance, street sweeping services, janitorial services, elevator maintenance, pest control, HVAC service and maintenance, and various other contracted services
Monitors department compliance with purchasing guidelines and regulations. Coordinate with contractors in providing contract services; solicit and collect bids according to City policies for large projects or projects outside of staff capabilities. Performs annual budget preparation, analysis, and administration; analyze and report on budget status related to division tasks and programs; analyze financial data to develop plans, policies, and budgets to enhance division services; identifies and recommends resolutions for budgetary problems. Attends and participates in professional group meetings, conferences, workshops, and training sessions.
Provide various reports to other departments as necessary Represents the City with over governmental agencies, regulatory bodies, contractors, consultants, civic groups, and concerned citizens.
As directed, attends meetings, including those scheduled after normal working hours. Provides managerial assistance to other departments or divisions. Performs other duties as assigned or required.
KNOWLEDGE OF:
City organization, operations, policies and procedures City, County, State and Federal statutes, ADA, rules, regulations, ordinances, codes, administrative orders and other operational guidelines and directives
Structure, organization, and interrelationships of City departments, agencies, and related governmental agencies and offices affecting assigned functions Federal, State, regional, and local laws, regulations, and guidelines related to maintenance of public rights of way and public facilities
Principals and practices of municipal supervision, management and government File and records management principals
Bookkeeping and accounting procedures and principals
Inventory control methods and techniques
Public works right of way and facilities maintenance materials, equipment, methods, developments, practices and terminology
Safety practices for right of way maintenance and facility maintenance Principles of strategic planning, budget preparation, administration, and general accounting Techniques for effectively representing the City in contracts with vendors and other governmental entities.
Techniques to provide a high level of customer service by dealing with the public, vendors, contractors, and City Staff.
ABILITY TO:
Read, understand, interpret and apply relevant City, County, State and Federal statutes, rules, regulations, ordinances, codes, administrative orders, policies and procedures and other operational guidelines and directives.
Assess and prioritize multiple tasks, projects and/or demands. Work within deadlines to complete projects and assignments. Establish and maintain effective working relations with co-workers, staff, vendors, contractors, visitors, the general public and others having business with the City of Banning Operate a personal computer utilizing a variety of software applications Analyze operational problems, evaluating alternative solutions and adopting effective courses of action
Prepare clear and concise reports, correspondence, and other written material Exercise sound independent judgement within policy and administrative guidelines Administer safety programs and emergency operating procedures Understand written and oral instructions
Endure heat, cold, wet, noise, outdoors, vibration, confining workspaces, chemicals, explosive materials, mechanical, domestic, electrical and traffic hazards Distinguish color and wear protective apparel
Travel to different sites and locations
216
MINIMUM QUALIFICATIONS
An Associate of Arts Degree in Public Administration, Business Administration or Management, six (6) years of public works maintenance experience that includes two (2) years of management and/or supervision, intermediate to advanced skill in Microsoft 365 applications and intermediate to advanced skill in other proprietary software applications.
DESIRABLE QUALIFICATIONS
A Bachelor’s degree in Public Administration, Business Administration or Management, Construction Management, or related fields
Five (5) years of professional administrative and analytical experience in municipal government including bid process and negotiations, procurement of services APWA (or other professional organization) certification for Public Works Supervision and/or Management
Familiarity with asset management applications and management of asset records
LICENSE AND CERTIFICATION REQUIREMENTS
Class C California drivers license, at time of employment.
ADDITIONAL REQUIREMENTS
APWA (or other professional organization) registration and participation in continuing education and certification programs
May be required to work outside the traditional work schedule May be subject to call out in certain cases
PHYSICAL AND ENVIRONMENTAL WORKING CONDITIONS
Work is primarily performed in an office which is busy, oriented to public service an subject to work interruptions. Moise level in the work environment is usually moderate to occasionally moderately loud.
Occasional attendance at meeting before or after regular work hours is required.
May be exposed to extreme weather conditions, potential physical harm, infectious diseases, hazardous chemicals and/or dangerous machinery.
While performing the duties of this job, the employee is frequently required to walk, sit, talk, and hear. The employee is frequently required to use hands to finger, handle, feel or operate objects, tools, or controls and reach with hands and arms. The employee is frequently required to climb, balance, stoop, kneel, crouch, or crawl.
The employee must regularly lift and/or move up to fifty (50) pounds. Specific vision abilities required by this job include close vision, color vision, and the ability to adjust focus The City of Banning is an equal opportunity employer. All employees and candidates for employment will be recruited, selected, trained, promoted, compensated and, if necessary, disciplined or terminated without regard to sex/gender, race, national origin, religion, creed, color, marital status, veteran status, age, national origin, pregnancy, sexual orientation, gender identity, disability, genetic information or any other basis prohibited by law.
While requirements may be representative of minimum levels of knowledge, skills and abilities to perform this job successfully, the incumbent will possess the abilities or aptitudes to perform each duty proficiently. This job description does not constitute an employment agreement between the Employer and Employee and is subject to change as the needs of the Employer and requirements of the job change. 217
CITY OF BANNING
STAFF REPORT
TO: CITY COUNCIL
FROM: Arturo Vela, Interim City Manager
PREPARED BY: Nate Smith, Deputy Director of Public Works/City Engineer MEETING DATE: November 12, 2025
SUBJECT: Consideration of Resolution 2025-157, Granting of a Non-Exclusive Easement to Rancho San Gorgonio, LLC on Westward Avenue between Scott Street and the Eastern City Limit for Access, Ingress, Egress, and Maintenance Purposes
RECOMMENDATION:
Adopt Resolution 2025-157
BACKGROUND:
Rancho San Gorgonio, LLC (RSG) is the ownership entity for the Rancho San Gorgonio Specific Plan and development project. Through the course of their project permitting with the wildlife agencies, RSG agreed to acquire approximately 760 acres of land in 2 parcels east of the City Limits and south of Westward Avenue for environmental mitigation and preservation. These parcels of land are not within the City of Banning jurisdiction, and are landlocked without a legal access to a public roadway. RSG has asked for an easement from the City of Banning along future Westward Avenue from Scott Street to the eastern City Limit to provide that legal access to and manage the open space land.
The parcel of land that the easement is requested on is envisioned as the easterly extension of Westward Avenue. Within Map Book 8/Sheet 44 of Official Records of Riverside County recorded on September 18, 1911, Lot H (formerly Parker Street, now Westward Avenue) was offered to the City for roadway purposes, but was not accepted as a public street. That portion of the roadway has remained unimproved since that time and thus not accepted as public roadway. The offer on the map remains valid and would be accepted by the City once improvements are made meeting City standards for the roadway classification. The offer on the map is a 30' dedication from the centerline of the road south. The easement requested by RSG and being offered in this resolution is for the northern 15' of Lot H, within the anticipated roadway dedication. Attached to this staff report is a marked up copy of MB 8/44 showing the easement location within Lot H. Also attached is the current Assessors Parcel Map showing the 30' roadway dedication offer exists.
The non-exclusive easement is to provide a legal access to the parcels outside the City jurisdiction and allow for property access and maintenance of the mitigation land, and no improvements to the roadway are being required to provide this legal access to the landlocked parcels.
JUSTIFICATION:
The requested easement is within a parcel of land that was offered to the City for roadway purposes, and does not require any additional granting of land outside of the roadway lot that was offered to the City in MB 8/44 Lot H. The easement will automatically terminate at such time that Westward Avenue is improved and accepted as a public roadway by the City of Banning. 218
FISCAL IMPACT:
There is no fiscal impact to this action.
ALTERNATIVES:
Do not approve Resolution 2025-157.
RSG would be required to find an alternate means to provide legal access to their mitigation parcels from county land to the east.
BUDGETED?:
No
CONTRACT/AGREEMENT:
No
ATTACHMENTS:
1. RESOLUTION 2025-157 - Grant of Easement.docx
2. RESOLUTION 2025-175 Exhibit A - Grant Deed, Plat, Legal.pdf
3. mb008_044-044.pdf
4. Assessors Map 532-180.pdf
219
Resolution 2025-157
RESOLUTION 2025-157
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA,
GRANTING OF A NON-EXCLUSIVE EASEMENT TO RANCHO SAN GORGONIO, LLC ON
WESTWARD AVENUE BETWEEN SCOTT STREET AND THE EASTERN CITY LIMIT FOR
ACCESS, INGRESS, EGRESS, AND MAINTENANCE PURPOSES
WHEREAS, The parcel of land that the non-exclusive easement is requested on was offered as a roadway dedication on Map Book 8 Page 44 of Official Records of the County of Riverside recorded on September 18, 1911, which was not accepted at the recording of the map; and
WHEREAS, The City of Banning Circulation Plan anticipates and plans for Westward Ave to be improved and accepted as Public Right of Way upon the installation and completion of necessary roadway improvements on Lot H of Map Book 8 Phase 44 at an undetermined date in the future; and
WHEREAS, The non-exclusive easement will automatically terminate upon City of Banning acceptance of roadway improvements on the offer of dedication that underlies the easement area at an undetermined date in the future; and WHEREAS, the existence of the non-Exclusive easement will not harm, hamper, or delay future roadway improvements to the future Westward Ave by the City of private land development interests; and
WHEREAS, The non-exclusive easement provides legal access to environmental mitigation land acquired by Rancho San Gorgonio, LLC for the Rancho San Gorgonio Specific Plan and related development project, and no development rights or public access to the environmental mitigation land is necessary or required
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Banning as follows:
SECTION 1. The City Council grants a Non-Exclusive Easement for Access, Ingress, Egress, and Maintenance to Rancho San Gorgonio, LLC, a Delaware limited liability corporation, authorizes the City Manager to make necessary non-substantive changes, and to record said grant deed.
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 November, 2025.
Sheri Flynn, Mayor
City of Banning
220
Resolution 2025-157
ATTEST:
Sandra Calderon, Acting Administrative
City Clerk
City of Banning
APPROVED AS TO FORM:
John Pinkney, City Attorney
221
Resolution 2025-157
CERTIFICATION:
I, Sandra Calderon, Acting Administrative City Clerk of the City of Banning, California, do hereby certify that the foregoing Resolution 2025-157, was duly adopted by the City Council of the City of Banning, California, at a regular meeting thereof held on the 12th day of November, 2025 by the following vote, to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
Sandra Calderon, Acting Administrative City
Clerk
City of Banning, California
222
Resolution 2025-157
EXHIBIT A
Grant Deed, Legal Description, Plat
223
224
225
226
227
228
229
230
231
PORTER ST. 20
20 S
C
O
T
T
S
T
H
AT
H
AWA
Y
S
T
PAR 1
17 12 13 14 15 16
LOT H
PAR 2 PAR 3 PAR 4
3 PAR.1
T.R.A. 001-000
T.R.A. 001-004
2.19AC NT 2.19AC NT 2.19AC NT
(PARKER ST)
EX
2.17 AC NT 2.16 AC NT
2.16 AC NT
S.C.E. ESMT.
FLOOD CONTROL ESMT.
7.10 AC ML
SBE 148-33-133
PAR 1
210 210.01 210.01 385
660
209.98
629.92
140 186.8
210
210
460
315.01
315.12
315.06
60 299.53
60 299.47
294.89
279 280.13
142.05 294.94
733.98 125
172
106 106 3.90
201.10 144 92.5
N78 22E 317.5
221
297.96
422.04
132
64.9 85
100
132
130 155
N56 56E 554
215
630 660 684.2
597.9
599.85
601.8
603.15
629.7
94.6 230 200 100
190
50 122
197 107.71
112
100
200
N11 58E 487.2
80.5 N02 55W 381.10 227.20
2088
630
629.88
PM 36/63
209.97 209.97
424.47
295.28 660
N00-11W
630 660 660 600
N00-01W
471.3
30 L=31.27
L=31.5
635.4
635.4
330.00
329.98
330.00
300.85
330.01
329.98 PM 174/64
300.85
300.38 300.39
299.93 299.92
3.04 AC NT
230 100
VACATED 208270 7/87
275 925
LO
T
A
9 10.08 AC M/L
2.50 AC.
PAR.2 1
2.50 AC.
PM 174/64 PM 142/7 314.91
2.50 AC.
PAR.3 PAR.4 329.99
2.17 AC NT
LOT C
2 4
4 EX
10.41 AC M/L
3 10.46 AC M/L
EX
10.49 AC M/L
2 EX
1 10.33 AC M/L
18.60 AC M/L
EX
78.09 AC M/L
LO
T F
EX
8.50 AC M/L 8.40 AC M/L
EX
POR 11 POR 11
9.26 AC M/L
424.47
PU
AC M/L
1.50 1.91
AC M/L
EX
LOT E
13.97 AC M/L
EX
POR 21 POR 22
25.37 AC M/L
EX
POR 22
11.49 AC M/L
POR 21
POR 22
POR 20
100.90 22.24 AC ML
POR 20
760.70
947.50
L=269.47
2 299.30 20.79
23 EX
2.50 AC.
PAR 1
SBE 7819-33-2
PU
STREET
N89-16-15E 823.07
WESLEY
WESTWARD AVENUE
EX
EX
(38
(50
(52
(17
(48 (49
(36 (35 (34
(07
(37
(10
(08 (09
(53
(24
(43
(27
(45
( (32 30
(31 (33
(25 (26
(44
(46
(51
(55
(18
(22
(56
532-18
ASSESSOR'S MAP BK532 PG.18
Riverside County, Calif. BDiaz Apr 2019
N 1/2 of SEC. 14 T. 3S., R.1E
CITY OF BANNING
TRA 001-000
001-004
24-21
Pg 18
Pg 19
Pg 13
Pg 21
Pg 10
Bk 543
Pg 18
Pg 20
Bk 543
Pg 22 Bk 543
Pg 10
Bk 532
Pg 16
Bk 543
Pg 09
Bk 541
Pg 33
Pg
17 Pg 23
THIS MAP WAS PREPARED FOR ASSESSMENT PURPOSES ONLY. NO LIABILITY IS ASSUMED FOR THE ACCURACY OF THE DATA SHOWN. ASSESSOR'S PARCEL MAY NOT COMPLY WITH LOCAL LOT-SPLIT OR BUILDING SITE ORDINANCES. ©
1 " = 400 '
Legend
Lot Lines
Right-Of-Way
Old Lot Lines
Reference R.O.W
Other Easements
Lease Area
Subdivision Tic Mark
Data
PM 172/16-17
Map Reference
MB 8/44 - 0 WAVERLY TRACT
PM 36/63 - 64 PARCEL MAP NO. 76-02
PM 142/7 - 8 PARCEL MAP NO. 20979
PM 174/64 - 65 PARCEL MAP NO. 24908
Date Old Number New Number
6/1/1971 14 20
7/1/1980 801-803 21-23
7/1/1980 11 24-27
9/1/1985 12 28,29
4/1/1987 5 30-33
9/1/1987 1 34
9/1/1987 2 35
9/1/1987 3 36
9/1/1987 4 37
9/1/1987 21 38
11/1/1991 28 39-42
3/1/1993 6 43-46
10/1/1993 15,19 47
10/1/1993 47 48-50
3/1/1996 23 51,ST
7/1/1997 20 52,ST
7/1/1997 29 53,ST
7/28/2006 39-42 54
7/28/2006 54 PG.23
4/19/2019 13 55,56
232
CITY OF BANNING
STAFF REPORT
TO: CITY COUNCIL
FROM: Arturo Vela, Interim City Manager
PREPARED BY: Carla Young, Business Support Manager
Fred Lyn, Deputy Electric Utility Director
MEETING DATE: November 12, 2025
SUBJECT: Consideration of Resolution 2025-158, Approving the First Amendment to the Master Services Agreement (MSA) with Itron, Inc. (Itron) for Software-as-a-Service (SaaS) Agreement for OWCE (Open Way Collection Engine) and ISM (Itron Security Manager).
RECOMMENDATION:
Adopt Resolution 2025-158
BACKGROUND:
On October 9, 2018, the City Council approved Resolution 2018-129, authorizing the purchase of Advanced Metering Infrastructure from Itron and the execution of a Master Sales Agreement (MSA) for equipment, professional services, computer services and annual maintenance and support for a five (5) year term. That contract was initiated on June 15, 2020 and expired on June 15, 2025.
On May 27, 2025, the City Council approved Resolution 2025-66, consolidating Software as a Service products utilized citywide. To support Government Accounting Standards Board reporting requirements related to software agreements, the Purchasing Division determined that all SaaS maintenance agreements must be approved annually and paid via purchase order. At the time this resolution was approved, a provisional allocation of $50,000 was designated for Itron OWCE and ISM services, pending receipt of updated annual pricing from the vendor. The Itron MSA and its associated services are integral to the Electric Utility’s smart meter infrastructure, enabling advanced data acquisition, network communication, and operational analytics. This amount is expected to increase each year as additional meter endpoints are deployed and brought into service, resulting in an incremental higher licensing and maintenance costs.
JUSTIFICATION:
This proposed Amendment to the contract will extend the term of the MSA for an additional three years (3) with the option to extend for two (2) one-year terms. The Itron OWSE and ISM applications and software platform is an essential tool used by Electric Utility staff to support ongoing Automated Meter Infrastructure (AMI) operations for the Electric Utility department. The software provides critical meter read data and reporting capabilities enabling staff to effectively operate and maintain the City's Electric Utility.
FISCAL IMPACT:
Funding in the amount of $66,389.16 is currently available for FY 2025/2026 in Electric Utility account 670-7000-473.30-17. Staff will budget for this software annually and will allocate $72,982.28 for FY 2026/2027 and $81,527.62 for FY 2027/2028, if approved by the City Council. 233
ALTERNATIVES:
1. Adopt Resolution 2025-158 as recommended
2. Adopt Resolution 2025-158 with modifications
3. Do not approve Resolution 2025-158 and direct staff with alternatives.
BUDGETED?:
Yes
CONTRACT/AGREEMENT:
Yes
ATTACHMENTS:
1. Resolution 2025-158.docx
2. C00659_ITRON_INC_ Executed.pdf
3. 2025-158_Amendment _City of Banning CA__Amdt 1 to MSA_SEP 2025.docx 234
Resolution 2025-158
RESOLUTION 2025-158
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BANNING, CALIFORNIA,
APPROVING THE FIRST AMENDMENT TO THE MASTER SERVICES AGREEMENT WITH ITRON, INC. FOR SOFTWARE-AS-A-SERVICE (SAAS) AGREEMENT FOR OPEN WAY
COLLECTION ENGINE AND ITRON SECURITY MANAGER
WHEREAS, on October 9, 2018, City Council approved Resolution 2018-129, authorizing the purchase of Advanced Metering Infrastructure from Itron and the execution of a Master Sales Agreement (MSA) for equipment, professional services, computer services and annual maintenance and support for a five (5) year term. That contract was initiated on June 15, 2020.
This amendment to the contract will extent the term of the MSA for an additional three years (3) with the option to extend for two (2) one-year terms; and WHEREAS, on May 27, 2025, the City Council approved Resolution 2025-66, consolidating Software as a Service (SaaS) products utilized citywide; and WHEREAS, to support Government Accounting Standards Board (GASB) reporting requirements related to software agreements, the Purchasing Division has determined that all SaaS maintenance must be approved annually and paid via purchase order; and WHEREAS, at the time this resolution was approved, a provisional allocation of $50,000 was designated for Itron, Inc. Open Way Collection Engine (OWCE) and Itron Security Manager (ISM) services, pending receipt of updated annual pricing from the vendor; and WHEREAS, the Itron MSA and its associated services are integral to the Electric Utility’s smart meter infrastructure, enabling advanced data acquisition, network communication, and operational analytics; and
WHEREAS, this amount is expected to increase each year as additional meter endpoints are deployed and brought into service, resulting in higher licensing and maintenance costs.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Banning as follows:
SECTION 1. The City Council approves the First Amendment to the MSA with Itron, Inc. for the use of SaaS for an additional three-year term in an amount with a total not-to-exceed $220,899.06 over three (3) years and subsequent amendments to extend the Agreement for up to two (2) additional one-year terms.
SECTION 2. The City Council authorizes the City Manager to make non-substantive changes to the Amendment and to execute the Amendment with Itron, Inc. on behalf of the City Council.
SECTION 3. The City Council authorizes the City Manager, or designee, to make necessary budget adjustments, appropriations, and transfers related to this resolution.
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 12th day of November, 2025. 235
Resolution 2025-158
Sheri Flynn, Mayor
City of Banning
ATTEST:
Sandra Calderon,
Acting Administrative City Clerk
City of Banning
APPROVED AS TO FORM:
John Pinkney, City Attorney
Slovak, Baron, Empey, Murphy & Pinkney,
LLP
236
Resolution 2025-158
CERTIFICATION:
I, Sandra Calderon, Acting Administrative City Clerk of the City of Banning, California, do hereby certify that the foregoing Resolution 2025-158, was duly adopted by the City Council of the City of Banning, California, at a regular meeting thereof held on the 12th day of November, 2025 by the following vote, to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
Sandra Calderon, Acting Administrative City
Clerk
City of Banning, California
237
Resolution 2025-158
EXHIBIT A
Amendment No. 1 to the MSA with Itron, Inc.
238
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 239
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.
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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 241
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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.
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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 243
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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 244
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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 245
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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 246
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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 247
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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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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]
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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
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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 254
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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 255
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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 256
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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 260
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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 261
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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 262
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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 263
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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 272
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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 279
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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.
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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
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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 #
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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
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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 #: _________________________
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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.
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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.
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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.
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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.
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00059377.0
Amendment V24.10.001 Page 1 of 11 Itron Confidential
First Amendment
This First Amendment (this “Amendment”) is effective as of the last date of execution below the (“Amendment Effective Date”).
RECITALS
WHEREAS, Itron, Inc. (“Itron”) and City of Banning, CA (“Customer”) entered into that certain Master Sales Agreement (C00659) General Terms and Conditions dated June 18, 2020 (the “Agreement”); WHEREAS, the Parties wish to amend the Agreement for the purpose of reinstating the Agreement term, adding Pricing and adding the Software-as-a-Service (“SaaS”) Addendum; and NOW, THEREFORE, in consideration of the mutual promises and obligations below, Itron and Customer agree to the foregoing recitals and as follows:
1 Capitalized terms used herein that are not otherwise defined in this Amendment shall have their meanings specified in the Agreement.
2 Section 3 (Term) of the Agreement is hereby replaced with the following:
“3. Term.
Unless this Agreement is terminated earlier pursuant to Section 11 (“Termination”) of these General Terms and Conditions, the term of this Agreement shall be from June 18, 2020 through June 18, 2028 (the “Initial Term”).
After the Initial Term, the Parties may choose to extend the Agreement for two successive one (1) year terms on the same terms and conditions via a mutually agreed upon amendment (each a “Renewal Term”). 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.” 3 The Agreement’s SaaS Addendum is hereby replaced in its entirety with the SaaS Addendum attached hereto as Exhibit A.
4 The Pricing Summary with Quote Number: Q-00011534 is hereby added to the Agreement and is attached hereto as Exhibit B.
5 Except as provided in this Amendment, all terms and conditions of the Agreement remain unchanged and in full force and effect. In the event of a conflict or ambiguity between this Amendment and the Agreement, this Amendment shall control.
6 This Amendment may be executed in counterparts, which may be delivered by email, facsimile transmission or similar means.
INTENDING TO BE LEGALLY BOUND, each party represents and warrants that it has all necessary power and authority to enter into this Amendment to the Agreement.
AGREED:
Itron, Inc. City of Banning, CA
\si2\ \si1\
Signature Signature
\na2\ \na1\
Printed Name Printed Name
\ti2\ \ti1\
Title Title
\ds2\ \ds1\
Date Date
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Exhibit A
Software-AS-A-Service ADDENDUM
General SaaS Terms and Conditions
1 Relationship to General Terms and Conditions
This Addendum consists of the SaaS General Terms and Conditions below, which generally apply to all Service Offerings, and the attached Special Terms and Conditions, which apply to specific Service Offerings, and is governed by the Agreement General Terms and Conditions and applicable Order Documents. If there is any inconsistency among the Special Terms and Conditions, the SaaS General Terms and Conditions, and the Agreement General Terms and Conditions, these documents shall be given precedence in the following order: (a) the Special Terms and Conditions, (b) the SaaS General Terms and Conditions, and (c) the Agreement General Terms and Conditions. 2 Additional Definitions
The following defined terms are in addition to those defined in the General Terms and Conditions of this Agreement:
Annual Adjustment means Itron’s annual price increase.
Available means the percentage of time during a month when the applicable Service Offering is accessible to the Customer, excluding any Planned Maintenance or agreed-upon Downtime. Availability is calculated as follows:
Availability % = (
Total minutes in the
month -
Total Downtime
minutes in the month ) x 100
Total minutes in the month
Downtime means the time during which the applicable Service Offering is not Available due to unplanned outages or issues.
Endpoint means an electric meter, gas or water endpoint receiver-transmitter, battery-powered device, or any other device that Itron has agreed to monitor as part of a Service Offering which Endpoints are identified in the Order Document or Pricing Summary.
Hybrid SaaS means Customer has purchased an object code license to Software pursuant to the terms of the Software Addendum and a Service Offering for such Software.
Maintenance Services means services provided under the Maintenance and Support Services Addendum.
Minimum SaaS Subscription Term means the minimum number of SaaS Billing Cycles during which Customer is required to subscribe for each Service Offering, which shall be three (3) SaaS Billing Cycles following the applicable Service Offering Commencement Date, unless otherwise stated in the applicable Order Document or Pricing Summary.
One-Time Setup Fee means the one-time setup fee for each Service Offering identified in the applicable Order Document or Pricing Summary.
Planned Maintenance means pre-arranged and communicated periods where the applicable Service Offering may be offline for updates or maintenance.
Recovery Point Objective or RPO means the maximum tolerable time period during which data might be lost from production Software due to a service interruption event.
Recovery Time Objective or RTO means the duration of time allowing for the execution of all failover processes required to return access, connectivity, functionality, and operation of production Software to Customer following declaration of a disaster event.
SaaS means software-as-a-service whereby Itron or its designated provider hosts and provides Customer with access to Software on Servers via the internet.
SaaS Billing Cycle means a period of one year beginning on the Service Offering Commencement Date for the initial Service Offering or any anniversary thereof. For clarity, there is only one SaaS Billing Cycle for all Service Offerings, unless otherwise provided in the applicable Special Terms and Conditions. 314
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SaaS General Terms and Conditions means the terms and conditions set forth in the main body of this Addendum.
Servers means the physical or virtual servers owned by Itron or its designated provider on which Software will be installed, operated, and maintained.
Service Offering means SaaS, including Hybrid SaaS, plus any services that are additional or supplemental, as described in the applicable Special Terms and Conditions.
Service Offering Commencement Date means, with respect to each Service Offering, the earlier of (a) validation of such Service Offering implementation by Itron pursuant to the applicable Statement of Work, or (b) seven (7) days after completing application system setup and the Customer has been provided valid access credentials for such Service Offering.
Software means the software identified on the applicable Order Document or Pricing Summary for which Customer has purchased a Service Offering.
Special Terms and Conditions means Service Offering-specific terms and conditions set forth on Attachment A to this Addendum.
Subscription Fees means annual fees identified in the applicable Order Document or Pricing Summary for each Service Offering, plus the Annual Adjustment, if any. Subscription Fees include applicable Maintenance Services fees for SaaS. Subscription Fees do not include any applicable license or Maintenance Services fees for Hybrid SaaS.
Subscription Term means the subscription term purchased by Customer for each Service Offering, which begins upon the applicable Service Offering Commencement Date. 3 Access Rights
3.1 Access Rights
Itron will provide SaaS for the Itron Software identified in the table in this Section 3.1 for which Customer has purchased a Service Offering. Subject to Customer’s compliance with the Agreement (including payment of all applicable Fees), Itron hereby grants to Customer, for the Subscription Term(s) purchased, a non-exclusive, non-transferable, nonassignable, limited right to access and use the Service Offerings, with respect to Endpoints owned or otherwise controlled by Customer, for its internal business purposes in the Territory (as defined in the General Terms and Conditions of the Agreement). Customer will use the Service Offerings only in accordance with Itron user guides, the Agreement (including, this Addendum, the General Terms and Conditions, and applicable Order Documents), and laws and government regulations. Customer shall make every reasonable effort to prevent unauthorized third parties from accessing the Service Offerings.
Itron Software Eligiblefor SaaS
ACE VISION IntelliSOURCE Express
ChoiceConnect Fixed Network Itron Enterprise Edition
Distributed Intelligence (Riva system) Itron Enterprise Edition Service Mode Distributed Intelligence (GenX system) Itron Mobile
EMMSYS MV-90 xi
Everblu FN (Fixed Network) MV-PBS
FDM Tools MV-WEB
FDM Workorders Itron Security Manager
Field Tools Advanced Operations Optimizer
Field Tools Basic Streetlight Vision
Gas and Water Analytics Temetra
Gridscape
UIQ: Advanced Metering Manager, Meter Program
Configurator, Control Platform, Outage Detection
and SensorIQ
HAN Communications Manager
3.2 Restrictions on Use
Customer must not, and must ensure that users do not: (a) modify, translate or create derivative works of any Service Offering or related Documentation; (b) copy, reproduce, distribute, republish, download, display, post or transmit any portion of a Service Offering or related Documentation in any form or by any means; (c) sell, assign, transfer, lease or 315
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sublicense any Service Offering; (d) allow any third party, other than authorized users, to access any Service Offering or related Documentation without Itron’s prior written consent; (e) use any Service Offering or related Documentation to provide services to third parties, or otherwise use any Service Offering on a “service bureau” or “timesharing” or subscription basis including, in connection with devices or equipment not owned or otherwise controlled by Customer; (f) reverse engineer, disassemble, decrypt, extract or otherwise reduce any Service Offering to a human perceivable form or otherwise attempt to determine the source code or algorithms of any Service Offering (except to the extent the foregoing restriction is expressly prohibited by applicable law); (g) infringe any of Itron’s or its providers’ Intellectual Property; (h) publicly publish the results of any benchmark tests run on any Service Offering; (i) use any Service Offering or related Documentation to engage in any fraudulent, illegal or unauthorized act; (j) introduce into or transmit through any Service Offering any material containing software viruses, worms, trap doors, back doors, Trojan horses or other harmful or malicious computer code, files, scripts, agents or programs; (k) remove, alter or obscure any titles, product logo or brand name, trademarks, copyright notices, proprietary notices or other indications of Itron’s or its providers’ Intellectual Property, whether such notice or indications are affixed on, contained in or otherwise connected to a Service Offering; (l) attempt to gain unauthorized access to a Service Offering or Itron’s or its providers’ systems or networks; (m) merge any Service Offering with any other product or service without Itron’s prior written consent and the payment of any additional fees; (n) access or use any Service Offering or related Documentation to build or support, and/or assist a third-party in building or supporting, products or services competitive to Itron or its providers; or (o) use robots, bots, spiders, or other automated means to access or use any Service Offering.
3.3 User IDs and Passwords
Itron shall provide Customer with user identifications and passwords (“User IDs”) to access the Service Offerings.
Customer shall be solely responsible for all use of Customer’s subscriptions and accounts. Customer shall maintain the confidentiality of all User IDs assigned to Customer. User IDs may not be shared or used by more than one user (unless such license is reassigned in its entirety to another authorized user).
3.4 Content Restrictions
Customer may not use a Service Offering or Server to host, distribute or process any content that: (a) Customer knows or has reason to believe infringes the Intellectual Property of any third party or violates any rights of publicity or privacy; (b) violates any applicable law, statute, ordinance; (c) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; or (d) is obscene, pornographic or indecent (items (a) – (d) are collectively referred to as “Prohibited Content”). Itron reserves the right to remove any Prohibited Content from a Server without prior notice to Customer.
Customer will indemnify, defend and hold Itron and its providers harmless for any claims, liabilities, losses, causes of action, damages, settlements, and costs and expenses (including, without limitation attorneys’ fees and costs) arising from any third-party claims related to or generated by the Customer’s breach of this section.
3.5 Breach of Restrictions
Customer’s breach of the restrictions set forth in Section 3.2 (“Restrictions on Use”) or Section 3.4 (“Content Restrictions”) shall constitute a material breach of the Agreement and will give Itron the right to revoke and immediately suspend or terminate, as determined by Itron in its sole discretion, all rights and licenses granted under this Addendum with respect to the Service Offerings. Revocation does not preclude Itron from pursuing any legal and equitable remedies for Customer’s breach of these restrictions.
4 Fees and Invoicing
4.1 Subscription Fees
Customer shall pay Subscription Fees in advance of each SaaS Billing Cycle in which it will receive a Service Offering.
4.2 Invoicing
Unless otherwise provided in the applicable Statement of Work, Itron will invoice Customer for each One-Time Setup Fee upon the applicable Service Offering Commencement Date. Initial Subscription Fees for each Service Offering will be prorated based on when the applicable Service Offering Commencement Date occurs relative to the then-current SaaS Billing Cycle. Itron will invoice Customer for each subsequent SaaS Billing Cycle prior to, or upon, commencement of such SaaS Billing Cycle. Maintenance Services fees and license fees relating to Hybrid SaaS are not included in this Addendum or the Subscription Fees and will be invoiced in accordance with the Maintenance and Support Services Addendum and Software Addendum, as applicable. Itron may adjust Subscription Fees at any time if Customer’s use of a Service Offering exceeds the applicable tier set forth in the respective Order Document or Pricing Summary. 5 Renewal, Discontinuance, Suspension, End of Support
5.1 Renewal Notice
Unless a Party discontinues a Service Offering in accordance with this Section 5, Itron will provide Customer a renewal notice for each Service Offering at least one hundred twenty (120) days prior to the commencement of each SaaS Billing Cycle.
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5.2 Discontinuance
Customer may discontinue a Service Offering by providing Itron with written notice of non-renewal no less than ninety (90) days prior to the commencement of a SaaS Billing Cycle. If Customer discontinues a Service Offering prior to expiration of the Minimum SaaS Subscription Term for that Service Offering, Itron will invoice Customer, and Customer will pay, for any unpaid Subscription Fees for the respective Service Offering through the end of the applicable Minimum SaaS Subscription Term.
Itron may discontinue a Service Offering following the applicable Minimum SaaS Subscription Term by providing Customer with no less than one hundred and eighty (180) days’ written notice of the applicable discontinuance date. If the applicable discontinuance date will occur with a subsequent SaaS Billing Cycle, Subscription Fees for the discontinued Service Offering will be prorated based on when the discontinuance date occurs relative to the SaaS Billing Cycle.
5.3 Suspension or Restriction of Service
Itron may suspend or restrict all or part of the Service Offerings at any time to the extent necessary to protect the security and integrity of the Software, Servers, platforms, and systems, or for a breach of Section 3.2 (“Restrictions on Use”) or Section 3.4 (“Content Restrictions”) until such breach is cured. 6 Monthly Application Availability Service Level
6.1 Availability Service Level
Provided Customer has paid all applicable Fees (including all Subscription Fees and, in the case of Hybrid SaaS, all maintenance and license fees), Itron will use reasonable endeavors to ensure each Service Offering in a production environment will be Available at least 99.9% of the time, measured and reported monthly, beginning in the first full calendar month following the respective Service Offering Commencement Date (“Availability Service Level”). The Availability Service Level will be measured and calculated separately for each Service Offering. Itron records and data will be the sole basis to determine whether a Service Offering is Available for the Availability Service Level measurements and calculations.
6.2 Availability Service Level Credits
Subject to the service level exclusions in Section 7.1 (“Service Level Exclusions”) of the SaaS General Terms and Conditions, Customer will be entitled to the following credits as its sole and exclusive remedy for Itron’s failure to meet the Availability Service Level:
SaaS Application Availability
(production environments only)
Monthly Availability
Credit
(% of monthly Subscription Fee for
applicable Service Offering)
≥99.5% and <99.9% 2%
≥99.0% and <99.5% 4%
≥97.5% and <99.0% 10%
≥96.0% and <97.5% 12.5%
<95.0% 20%
6.3 Planned Maintenance
Planned Maintenance, whenever reasonably practicable, will be performed during off-business hours between 6:00 p.m. to 12:00 a.m. Customer’s local time, with as little disruption to Customer’s use of the Service Offerings as possible.
Planned Maintenance will be facilitated through Itron change control which would include a project plan, date and time of maintenance window, and customer approval. Unplanned maintenance, whenever reasonably practicable, shall also be performed during off-business hours between 6:00 p.m. and 12:00 a.m., Customer’s local time. Itron will provide Customer with notice of unplanned maintenance as soon as reasonably practical. Itron will minimize Service Offering disruptions to the extent reasonably practical.
7 Service Level Exclusions; Disclaimers
7.1 Service Level Exclusions
Itron shall not be liable for failing to meet any service level commitment set forth in this Addendum (including any Special Terms and Conditions) or any Order Document, and the Customer is not entitled to credits, to the extent such failure is attributable to any one or more of the following: (a) planned maintenance or scheduled upgrades; (b) an event triggering a disaster recovery (if available for the product offering and purchased by Customer) and for a twenty-four (24) hour period after the resumption of service following such an event to allow the system to return to normal operating ranges; (c) suspension or restriction of service under Section 5 (“Renewal, Discontinuance, Suspension; End of Support”) of this Addendum; and (d) conditions beyond Itron’s reasonable control, including but not limited to (i) 317
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unavailability of Customer or third party wireless services between the Service Offering and the Endpoints; (iii) failures in external Internet or VPN configurations not managed by Itron; (iv) a Force Majeure event; (v) false reports of unavailability as a result of outages or errors of any Itron measurement system; (vi) an act or omission of Customer or third parties, including security incidents caused by such act or omission; (vii) incident investigation or computer failures that could not reasonable have been prevented by Itron; (viii) failures of third-party equipment, hardware, software, or services not provided by Itron; and (ix) Customer’s delay in performing maintenance or other tasks designated as its responsibility in the Agreement.
7.2 Third-Party Disclaimer
Itron does not maintain third-party Software or third-party Service Offerings that Customer purchases through Itron (collectively “Third-Party Content”) and makes no representations or warranties whatsoever, directly or indirectly, express or implied, as to the suitability, durability, and fitness for use, merchantability, condition, quality, performance or non-infringement of any Third-Party Content. Third-Party Content shall be subject solely to any service levels or warranties provided by the third-party provider. Itron will pass through to Customer or make commercially reasonable efforts to enforce on Customer’s behalf, any service levels, warranties and remedies received from such third-party provider.
7.3 Use of SaaS with Third-Party Devices.
Customer may use a Service Offering to collect data from Endpoints equipped with radio communication devices not manufactured or provided by Itron ("Third-Party Radio Device"). Itron makes no representations or warranties whatsoever, directly or indirectly, express or implied, as to the suitability, durability, and fitness for use, merchantability, condition, quality, performance or non-infringement of, and disclaims all liability with respect to, Third-Party Radio Devices. Itron shall have no liability (a) if a Third-Party Radio Device is not responding or communicating or (b) for unread endpoints due to defective or unreachable Third-Party Radio Devices. Customer shall contact the supplier of such device for support.
8 Sizing of Software-as-a-Service
Any sizing criteria changes, including without limitation the number of system endpoints, number of network devices, residential meter configuration, commercial and industrial meter configuration, desired data collection intervals, storage duration for historical data, and the number of concurrent and total users of the application, may result in a change in Subscription Fees. Any such change in Subscription Fees will be provided by Itron in a service pricing or quote to Customer and invoiced by Itron in the subsequent invoice. 9 Incident Management
Itron will provide Customer support and incident and problem management services, which include responding to alerts, tracking the issue, troubleshooting the problem and escalating to Itron subject matter experts or third-party providers, in accordance with the Maintenance and Support Services Addendum. 10 Customer Technical Responsibilities
Customer is responsible for selecting, acquiring, securing and maintaining all equipment and ancillary services needed to connect to, access, or otherwise use and maintain compatibility with the Service Offerings, at Customer’s sole expense. For the avoidance of doubt, unless otherwise specified in an Order Document or, Statement of Work, or any Special Terms and Conditions attached hereto, Customer is responsible for providing WAN connectivity. 11 Business Continuity
Itron has architected and operates a high availability and scalable infrastructure to facilitate virtualized customer environments with various fault tolerant components. Fault tolerance and failover methodologies allow Itron to maximize system availability and confidently uphold the Availability Service Level and Monthly File Delivery Percentage Service Level. Itron will conduct daily backups of back-office application configuration files and associated data. These backups 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 the event of a failure.
Business continuity is designed to provide recovery for component failures within a data center, this does not provide coverage for the loss or connectivity to a data center. If a more robust mitigation solution is required by Customer, geodiverse disaster recovery options can be discussed and priced as a more fault tolerant solution.
All incidents requiring system recovery will be required to adhere to Itron’s incident management policy and related standard operating procedures. BUSINESS CONTINUITY: RPO = 72 hours; RTO = 5 business days. 12 Disaster Recovery
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Disaster Recovery (“DR”) is an optional fee-based service that is offered by Itron for some product offerings. If offered by Itron for Customer's product offering, Customer may purchase DR for an additional fee. Upon Customer’s purchase of DR services and payment of applicable fees as set forth in the Order Document or Pricing Summary, Itron will maintain DR services at a dedicated facility that is equipped to facilitate hosted operations, meter reading and interrogations, and Field Area Network (“FAN”) communications in the event DR is needed. At Customer’s request, Itron will test the DR capabilities once per calendar year on Customer’s production environments and provide the results of each such test to the Customer, subject to agreement on applicable Fees and Statement of Work.
In the event of a Severity Level 1 Error (as defined in the Maintenance and Support Services Addendum), Itron will evaluate the scale of the incident, readily available mitigation plans, and the estimated time to recover. If it is apparent to Itron that an incident meeting the standards of a disaster as set forth in Itron’s Disaster Recovery plan has occurred with no possibility of mitigation, Itron will declare a disaster and begin the notification process. Itron will notify the Customer of an any such event that will result in service interruption in excess of twelve (12) hours. Once a disaster has been declared, Itron’s responsibilities for SLAs will be temporarily suspended until the time at which Customer’s environment has been failed over and is operating in the secondary DR datacenter. The Recovery Point Objective (RPO) for DR is four (4) hours. The Recovery Time Objective (RTO) for DR is twelve (12) hours. 13 Roles and Responsibilities
The table below lists the respective responsibilities of Customer and Itron to ensure reliable operation of the Softwareas-a-Service.
P=Primary responsibility
S=Support responsibility
Description of service or deliverable Itron Customer
Submit user access requests for new users and deletion notifications for users no longer involved with the SaaS. P
Provide immediate notification in the event of a Customer employee termination for those with access to the SaaS. P
Provide immediate notification in the event of an Itron employee termination for those with access to the SaaS. P
Maintain skill sets necessary to properly support the SaaS. P Administer and monitor Servers including but not limited to utilization of CPU, memory, IOPs, and disk space. P
Manage and troubleshoot the secure SaaS components and processes (if applicable). P
Administer associated Linux, Unix, and Windows operating systems. P Apply operating system and other third-party security patches and critical updates as appropriate. P
Maintain and troubleshoot third-party software issues required for SaaS operations pursuant to this Addendum; work with third party to troubleshoot as required.
P
Maintain anti-virus on all windows-based Servers if applicable to the SaaS platform. P
Monitor communications and support communications
troubleshooting activities for the SaaS. P
Perform software upgrade activities. P
Maintain and administer the SaaS Server databases. P
Manage upload and submission of meter data files; work with Itron when problems are identified. P
Provide and maintain a Secure FTP or equivalent if included in the SOW. P
Perform regular system, database, and custom component backups in accordance with selected service level. P
Maintain the applicable standard operating procedures and run books to maintain, monitor and operate the hosted environment. P [END]
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Attachment A
Special Terms and Conditions
OpenWay Collection Engine (OW-CE), OpenWay Collection Manager (OW-CM), Itron Enterprise Edition and MV-90xi
The following Special Terms and Conditions contained within this attachment apply to Itron’s SaaS Service Offering for – OpenWay Collection Engine (OW-CE) and OpenWay Collection Manager (OW-CM):
1 Definitions
The following defined terms are applicable to these Special Terms and Conditions:
Available Endpoint means an Endpoint which meets the following criteria: (a) the Endpoint, if installed by Customer, has been properly installed, (b) Customer has provided all necessary and correct information for Itron to properly provision the Endpoint in Itron’s data collection platform (c) the Endpoint is communicating with Itron’s data collection platform and a register read has been received from the Endpoint for three (3) consecutive days.
An Endpoint will not be considered an Available Endpoint if any of these conditions have not been met; or (a) if an exception is detected by Itron or reported by Customer, but the exception cannot be resolved remotely, (b) the Endpoint if it is under field investigation, or (c) cellular carrier outages. 2 Service Levels
2.1 Read Rate Service Levels
2.1.1 Service Level Applicability
The Read Rate Service Level set forth in this Section 2.1 applies to the Itron Software identified in the following table for which Customer has purchased and paid all applicable Fees:
Itron Software Eligible to Receive Read Rate Service Level OpenWay Collection Engine (CE)
OpenWay Collection Manager (CM)
2.1.2 Service Level Trigger
The Service Level Trigger for the Read Rate Service Level occurs upon system acceptance as defined in the applicable Statement of Work.
2.1.3 Service Level
The average monthly Read Rate will meet or exceed 99% each calendar month (“Read Rate Service Level”). Itron records and data will be the sole basis for all Read Rate measurements and calculations. “Read Rate” means the percentage of Available Endpoints from which register read data has been collected over a rolling 3-day period, measured for each calendar day.
2.1.4 Service Level Credits
Subject to the service level exclusions set forth in Section 7.1 (“Service Level Exclusions”) of the General SaaS Terms and Conditions, Customer will be entitled to the following credits as its sole and exclusive remedy for Itron’s failure to meet the foregoing Read Rate Service Level:
Read Rate Service Level Credits
(production environments only)
Number of Daily Failures
in the Applicable Month
Credit
(% of monthly Subscription Fee with respect
to the applicable Managed Services Service
Offering)
≥99.0% and <99.5% 2%
≥98.0% and <99.0% 4%
≥96.5% and <98.0% 10%
≥95.0% and <96.5% 12.5%
<95.0% 30%
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2.2 Monthly File Delivery Service Level
2.2.1 Service Level Applicability
The Monthly File Delivery Service Level for Available Endpoints set forth in this Section 2.2 apply to the Itron Software identified in the following table for which Customer has purchased Managed Services and paid all applicable Fees:
Itron Software Eligible to Monthly File Delivery Service Level OpenWay Collection Engine (CE) Itron Enterprise Edition OpenWay Collection Manager (CM) MV-90 xi
2.2.2 Service Level Trigger
The Service Level Trigger for the Monthly File Delivery Service Level occurs upon system acceptance as defined in the applicable Statement of Work.
2.2.3 Service Level
“File Delivery” for the purposes of this Section 2.2, is a measure of the performance of Itron’s or its provider’s systems to deliver register read and interval read consumption data collected from Available Endpoints to Customer in agreedupon formats, at an agreed-upon intervals for Software that collects and delivers data. The monthly File Delivery percentage service level with respect to Itron SaaS Applications (“Monthly File Delivery Service Level”) will meet or exceed 99% each month (for ease of understanding, this means the file is successfully delivered every day of the month). Itron records and the data contained in the file is measured to the agreed to Itron hosted location and will be the sole basis for all File Delivery performance measurements and calculations with respect to the Monthly File Delivery Service Level for Available Endpoints.
2.2.4 Service Level Credits
Subject to the service level exclusions set forth in Section 7.1 (“Service Level Exclusions”) of the General SaaS Terms and Conditions, Customer will be entitled to the following credits as its sole and exclusive remedy for Itron’s failure to meet the foregoing Monthly File Delivery Service Level for Available Endpoints:
Monthly File Delivery Service Level Credits
(production environments only)
File Delivery
performance
Credit
(% of monthly Subscription Fee for
applicable SaaS Application)
≥99.0% and <99.5% 2%
≥98.0% and <99.0% 4%
≥96.5% and <98.0% 10%
≥95.0% and <96.5% 12.5%
<95.0% 30%
[END]
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Exhibit B
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323
CITY OF BANNING
STAFF REPORT
TO: CITY COUNCIL
FROM: Arturo Vela, Interim City Manager
PREPARED BY: Amber Rockwell, CORE Manager
Fred Lyn, Deputy Electric Utility Director
MEETING DATE: November 12, 2025
SUBJECT: Consideration of Resolution 2025-159, Receipt of a One-time Transfer of Funds from the Clean Fuel Reward (CFR) Program
RECOMMENDATION:
Adopt Resolution 2025-159
BACKGROUND:
The California Clean Fuel Reward (CFR) program, an initiative to incentivize electric vehicle adoption through point-of-sale rebates, has identified that the City of Banning Electric Utility is eligible to receive a one-time transfer of funds from the CFR program to support Banning's transportation electrification efforts. The California Public Utilities Commission authorized Southern California Edison (SCE) to act as the Statewide Administrator and Fiduciary of the CFR Program.
Pursuant to California Code of Regulations Section 95483(c)(1)(A)(6) or the 2025 Low Carbon Fuel Standard (LCFS) Regulation, these funds originate from deposits made by Large Electric Distribution Utilities from the sale of non-opt-in LCFS credits that were allowed to the CFR Program for credits generated beginning in Q2 2019 and ending in Q2 2024.
In order for SCE and the CFR to facilitate this transfer, acknowledgement of willingness to accept these funds must be received no later than November 21, 2025.
JUSTIFICATION:
It is estimated that the City will receive approximately $883,000 from the CFR Program. Receipt of these funds will enable the City of Banning's Electric Utility to move forward with transportation electrification projects and programs that are currently not possible due to a lack of funding. Potential projects and programs could be, but not limited to the following: low-income and disadvantaged community Electric Vehicle (EV) charging opportunities, EV infrastructure improvements, EV charging plaza expansion, EV infrastructure technical training and workforce development, and commercial and residential EV rebates.
FISCAL IMPACT:
Approval of Resolution 2025-159 will provide the City with $883,000 in CFR Program funding.
Acceptance of these funds will have no direct negative fiscal impact to the Electric Utility, other than staff time dedicated to the management of these funds, potential rebates and projects and reporting requirements during standard work hours.
ALTERNATIVES:
324
1. Adopt Resolution 2025-159 as recommended.
2. Do not approve Resolution 2025-159 and refuse the funding of approximately $883,000.
BUDGETED?:
No
CONTRACT/AGREEMENT:
No
ATTACHMENTS:
1. Resolution_2025-159.docx
2. Statewide CFR_ Base Credit Proceed Transfers to POUs.pdf
3. Section 95483.pdf
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Resolution 2025-159