HomeMy WebLinkAboutITRON Inc; 2010-07-09;AGREEMENT FOR WATER LOSS MANAGEMENT IMPLEMENTATION AND
CONFIGURATION SERVICES
ITRON, INC.
THIS AGREEMENT is made and entered into as of the _ _ day
of _ (^ffm-J—-^ _ , 20/C) . by and between the CARLSBAD
MUNICIPAL WAT£R 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., a Washington, ("Contractor")-
RECITALS
CMWD requires the professional services of a technology provider for water utilities that
is experienced in implementing and configuring Itron's online water loss management solution.
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 year from the date first above
written.
3. Compensation. The total fee payable for the Services to be performed shall not exceed
seven thousand five hundred and twenty-five dollars ($7,525), as outlined in Exhibit "A". No other
compensation for the Services will be allowed except for items covered by subsequent
amendments to this Agreement.
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 CMWD 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 by any negligence, recklessness, or willful misconduct 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 CMWD
incurs or makes to or on behalf of an injured employee under CMWD'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. Warranty and Remedies. 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.
7. Limitation of Liability. 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 to Contractor under this Agreement.
8. 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- VII OR with a surplus line insurer on the State of
California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide
of at least "A:X", in an amount of not less than one million dollars ($1,000,000)) 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.
9. 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.
10. 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.
11. 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.
12. 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.
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
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2
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.Authoritv. 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.
CONTRACTOR
*By:
(sign^here)
Craig A. Hrteshew
)- finance
Itron North America
(e-mail address)
(sign
MariLyn R. Blair
A..* nrp
(print name/title)fy
CARLSBAD MUNICIPAL WATER
DISTRICT, a Public Agency organized
under the Municipal Water Act of 1911,
and a Subsidiary District of the City of
Carlsbad
By:
Executive Manager
ATTEST:
o,k^-
M. ®O
^
(e-mail address)
If required by CMWD, proper notarial acknowledgment of execution by contractor must be
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
B. ma.
Deputy General Counsel
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EXHIBIT "A"
SCOPE OF SERVICES
The following is the statement of work for the Carlsbad Municipal Water District's
(CMWD) Water Loss Management Solution Project. The Water Loss Management
Solution will be hosted at Itron's Data Center. This SOW constitutes the Work Plan.
ITRON, INC. GENERAL PROJECT RESPONSIBILITIES
Itron's general responsibilities include the following:
• Assume overall responsibility for a successful implementation of the Water Loss
Management Solution, including the management of all Itron resources and
project activities.
• Provide a designated Project Manager as a primary point of contact, who will be
responsible for the review of the project schedule and data requirements, and
also for the logistics and order processing for Leak Sensors needed by CMWD.
Work with CMWD's Project Manager in the resolution of project issues.
Train CMWD staff on endpoint installation.
Verify locations of Leak Sensors and ensure that recommended placement will
ensure adequate coverage.
Set up MLOG On-Line and ensure that CMWD staff have access to it.
Validate data being delivered to MLOG On-Line.
CMWD's GENERAL PROJECT RESPONSIBILITIES
CMWD's general responsibilities include the following:
• Provide a CMWD Project Manager as the primary point of contact.
• Assume responsibility for conducting all project administration duties, including
managing CMWD resources and any third-parties brought in by CMWD.
• Provide support for the Itron Project Leader to implement the system as defined
in this SOW. This generally involves:
o Providing access to key personnel in a timely manner,
o Providing timely responses to requests for information from Itron that are
necessary for the performance of this contract.
• Review and comment on project progress and status reports.
• Support a safe work environment for all activities.
• Work with the Itron Project Leader in the resolution of project issues.
• Participate in and support overall project scheduling, with regard to CMWD
responsibilities/activities as related to the project.
• Coordinate staff for the purposes of training.
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PRICING and TERMS
• Scope of Work is for 40 hours of Setup, Configuration and Training Services for
use of the MLOG On-Line system at $135/hour, not to exceed $5,400.
• Travel expenses shall not exceed $2,125.
• Professional Services hours will be billed as incurred.
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