HomeMy WebLinkAboutITRON Inc; 2006-12-27;AGREEMENT FOR FC200 HANDHELD TRAINING SERVICES
(Itron, Inc.)
THIS AGREEMENT is made and entered into as of the r^J 7 "**" day
of / J^L/^yx-Ax^- , 20 0 jg> , by and between the CARLSBAD
MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of
1911, and a Subsidiary District of the City of Carlsbad, referred to as ("CMWD"), and ITRON,
INC., ("Contractor").
RECITALS
CMWD requires the professional services of an Itron equipment trainer that is
experienced in the setup and operations of the Itron FC200 handheld meter reading device:
Contractor has the necessary experience in providing these professional services, has
submitted a proposal to CMWD and has affirmed its willingness and ability to perform such
work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, CMWD and Contractor agree as follows:
1. Scope of Work. CMWD retains Contractor to perform, and Contractor agrees to render,
those services (the "Services") that are defined in Exhibit "A", attached and incorporated by this
reference in accordance with the terms and conditions set forth in this Agreement.
2., Term. This Agreement will be effective for a period of one (1) year from the date first
above written.
3. Compensation. The total fee payable for the Services to be performed will be Two
Thousand Five Hundred dollars ($2,500.00). No other compensation for the Services will be
allowed except for items covered by subsequent amendments to this Agreement. CMWD
reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the work
and/or the Services specified in Exhibit "A."
4. Status of Contractor. Contractor will perform the Services as an independent contractor
and in pursuit of Contractor's independent calling, and not as an employee of CMWD.
Contractor will be under the control of CMWD only as to the results to be accomplished.
5. Indemnification. Contractor agrees to indemnify and hold harmless the City and its
officers, officials, employees and volunteers from and against all claims, damages, losses and
expenses including attorneys fees arising out of the performance of the work described herein
caused in whole or in part by any willful misconduct or negligent act or omission of the
Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone
for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City
incurs or makes to or on behalf of an injured employee under the City's self-administered
workers' compensation is included as a loss, expense or cost for the purposes of this section,
and that this section will survive the expiration or early termination of this Agreement.
6. Limitations of Liability. Contractor warrants that all services provided under this
Agreement will be performed in a professional and workmanlike manner. For services that do
not substantially comply with the specifications provided in the Scope of Services that CMWD
reports to Contractor in writing within sixty (60) days of the performance of the Services,
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Contractor will re-perform the Services at its cost. Contractor's sole liability and CMWD's sole
remedy under this warranty shall be Contractor's re-performance of the Services at no
additional cost to CMWD. This warranty is exclusive and in lieu of all other warranties, whether
express or implied, including the implied warranties of merchantability and fitness for a
particular purpose.
Neither party shall be liable to the other for lost profits or indirect, special, incidental or
consequential damages arising out of this Agreement, even if the party has been notified of the
possibility of such damages. Under no circumstances will Contractor's liability to CMWD
exceed the amounts paid by CWMD to Contractor under this Agreement.
7. Insurance. Contractor will obtain and maintain policies of commercial general liability
insurance, automobile liability insurance, a combined policy of workers' compensation,
employers liability insurance, and professional liability insurance from an insurance company
authorized to transact the business of insurance in the State of California which has a current
rating in the Best's Key Rating guide of at least A-:V in an amount of not less than five hundred
thousand dollars ($500,000) each, unless otherwise authorized and approved by the General
Counsel or the Executive Manager. Contractor will obtain occurrence coverage, excluding
Professional Liability, which will be written as claims-made coverage. The insurance will be in
force during the life of this Agreement and will not be canceled without thirty (30) days prior
written notice to the CMWD by certified mail. CMWD and the City of Carlsbad will be named as
additional insureds on General and Automobile liability. Contractor will furnish certificates of
insurance to CMWD, with endorsements to CMWD prior to CMWD's execution of this
Agreement.
8. Conflict of Interest. CMWD will evaluate Contractor's duties pursuant to this Agreement
to determine whether disclosure under the Political Reform Act and CMWD's Conflict of Interest
Code is required of Contractor or any of Contractor's employees, agents or subcontractors.
Should it be determined that disclosure is required, Contractor or Contractor's employees,
agents, or subcontractors will complete and file with the Secretary of the Board those schedules
specified by CMWD and contained in the Statement of Economic Interests Form 700.
9. Compliance With Laws. Contractor will comply with all applicable local, state and federal
laws and regulations prohibiting discrimination and harassment and will obtain and maintain a
City of Carlsbad Business License for the term of this Agreement.
10. Termination. CMWD or Contractor may terminate this Agreement at any time after a
discussion, and written notice to the other party. CMWD will pay Contractor's costs for services
delivered up to the time of termination, if the services have been delivered in accordance with
the Agreement.
11. Claims and Lawsuits. By signing this Agreement, Contractor agrees it may be subject to
civil penalties for the filing of false claims as set forth in the California False Claims Act,
Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et
seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the
carlsbad municipal water district to terminate this agreement.
12. Confidential Information. Contractor and CMWD acknowledge that each party may
acquire non-public information and material that is confidential, .proprietary or trade secret
information ("Confidential Information") of the other party. Any such Confidential Information
shall be (1) items conspicuously marked or otherwise identified as "confidential" or "proprietary"
at the time of disclosure, (2) items that should be treated as confidential based on the
circumstances surrounding disclosure, whether or not designated as confidential, and (3) items
set forth in this Agreement.
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Except for information that has been published or is otherwise available to the receiving
party without breach of this Agreement, each party agrees to take all steps reasonably
necessary to hold in trust and confidence the other party's Confidential Information and not to
disclose it to third parties or to use it in any way, commercially or otherwise, other than as
permitted under this Agreement. Each party will limit the disclosure of Confidential Information
to employees or subcontractors with a need to know who: (i) have been advised of the
confidential nature of the Confidential Information; and (ii) have acknowledged the express
obligation to maintain such confidentiality.
.13. Venue and Jurisdiction. Contractor agrees and stipulates that the proper venue and
jurisdiction for resolution of any disputes between the parties arising out of this agreement is the
State Superior Court, San Diego County, California.
14. Assignment. Contractor may assign neither this Agreement nor any part of it, nor any
monies due or to become due under it, without the prior written consent of CMWD.
15. Amendments. This Agreement may be amended by mutual consent of CMWD and
Contractor. Any amendment will be in writing, signed by both parties, with a statement of
estimated changes in charges or time schedule.
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16. Authority. The individuals executing this Agreement and the instruments referenced in it
on behalf of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Agreement.
CARLSBAD MUNICIPAL WATER
DISTRICT, a Public Agency organized
under'the Municipal Water Act of 1911,
and a Subsidiary District of the City of
Carlsbad\
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(sign here)Y Philip Mezey /_y
Sr. Vice President —
Software Solutions
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If required by CMWD, proper notarial acknowledgment of execution by contracts/-, ,
attached. If a Corporation, Agreement must be signed by one corporate officer from each of
the following two groups.
*Group A:
Chairman,
President, or
Vice-President
*Group B:
Secretary,
Assistant Secretary,
CFOor
Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, General Counsel
Deputy Genera^Counsel
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EXHIBIT "A"
SCOPE OF SERVICES
Itron, Inc. agrees to provide the following Scope of Services:
Services Provided Activities/Description
Training on FC200 Handheld
setup
Training will be provided for setting up new FC200 handhelds
using either 1P or direct communications. Training will include
CE operating system overview, as is needed for use with MV-
RS. Upon completion of this service, CMWD's one FC200
handheld will be configured and ready to use with MV-RS.
Training on FC200 Handheld
functionality
Training will include all MV-RS handheld functions currently
performed at City of Carlsbad; downloading/uploading routes
to/from FC200 handheld; differences between FC200 and FS2
handhelds, plus review of all available MV-RS hot keys that
may be of value at CMWD. Upon completion of this service,
CMWD meter readers should be able to begin reading meters
using the new FC200 handheld.
Assessment of current MV-RS
operations and system setup
Review current MV-RS system settings and user operational
steps and recommend improvements in process or system
settings, where needed. Upon completion of this service,
CMWD will have received Itron recommendations on any
system setting or process changes, if needed.
Assumptions
Key Project assumptions are as follows:
1. CMWD will furnish all facilities and related services at CMWD's site that are required by Itron
personnel engaged to perform the services under the Scope of Services.
2. CMWD will furnish adequate support resources, to:
• Coordinate and schedule all internal resources, including but not limited to; IT, Network
Administration, Facilities and Site-Specific resources not specifically identified, as
needed.
3. CMWD will provide administrator access to the existing and test MV-RS server and clients, if
needed.
4. CMWD will notify the Itron technical resource immediately if any current environment
changes and would affect on-site training date.
5. The scope of this work primarily covers one day of on-site MV-RS Training/Consulting. Any
support questions or consulting services requested will be provided within the hours quoted
in attached pricing summary after all primary requirements are met. An amendment to this
Agreement as provided for in Section 15., will be processed when there are any additional
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consulting services 'that affect scope, timeline or cost. Itron will provide written
documentation of any open support issues requiring additional support hours.
Compensation and Billing Information
Total fees are Two Thousand Five Hundred dollars ($2,500.00), and include all costs
associated with providing the services. These fees are based upon Itron's recommended
engagement approach, staffing levels, scope and timelines. Modifications to any of these
factors may result in changes to the compensation.
Itron will invoice CMWD upon successful completion of the Project. If, at any point, there is
reason to believe that this amount will be exceeded, Itron will immediately notify CMWD as to
the changes in Project costs.
CMWD will provide all appropriate billing information to Itron once this Agreement has been fully
executed.
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