HomeMy WebLinkAboutITRON Inc; 2009-11-30; UTIL806AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR BILLING GATEWAY
CONFIGURATION AND INSTALLATION SERVICES
ITRON, INC.
This Amendment No. 1 is entered into and effective as of the 1st day of March, 2010, extending
the agreement dated November 30. 2009 (the "Agreement") by and between the Carlsbad
Municipal Water District, a Public Agency organized under the Municipal Water Act of 191 1, and
a Subsidiary District of the City of Carlsbad, referred to as ("CMWD), and ltron, lnc., a
Washington Corporation ("Contractor") (collectively, the "Parties").
RECITALS
A. On November 30, 2009, the Parties entered into a three month agreement for
professional services of Nine Thousand Dollar ($9,000) to implement an interface between
Itron's Fixed Network System and CMWD's Harris Utility Billing software; and
B. The work was not able to be completed in the original timeframe because a
change needs to be made to the Harris Utility Billing software, which is outside the control of the
Contractor; and
C. The Contractor cannot perform the work outlined in the scope of the original
Agreement until the change is made to the Harris Utility Billing system, which will require a
contract with another vendor; and
D. The Parties desire to extend the Agreement for a period of one year without
increasing the cost of the Agreement; and
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, CMWD and Contractor agree as follows:
1. The Agreement, as may have been amended from time to time, is hereby
extended for a period of one year ending on March 1,2011.
2. All other provisions of the Agreement, as may have been amended from time to
time, shall remain in full force and effect.
3. All requisite insurance policies to be maintained by the Contractor pursuant to the
Agreement, as may have been amended from time to time, shall include coverage for this
Amendment.
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4. The individuals executing this Amendment and the instruments referenced 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 hereof of this Amendment.
CARLSBAD MUNICIPAL WATER
DISTRICT, a Public Agency organized
under the Municipal Water Act of 1911,
and a Subsidiary District of the City of
Carlsbad A A
By: bWmlmm, P.E.
PresidentitCEO President, Executive Manager or
designee (e-mail address)
ATTEST:
(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,
CFO or
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
By:
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AGREEMENT FOR BILLING GATEWAY INSTALLATION AND CONFIGURATION
SERVICES
ITRON, INC.
TllSAGREEMENT is made and entered into as of the _ v _ day
of / / d l/Jt m Lt-*J _ , 2005 . 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 a
Washington Corporation, ("Contractor").
RECITALS
CMWD requires the professional services of a technology provider for water utilities that
is experienced in providing an interface between Itron's Fixed Network system and CMWD's
Harris Utility Billing software. 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 three months from the date first
above written.
3. Compensation. The total fee payable for the Services to be performed will be Nine
Thousand dollars ($9,000). No other compensation for the Services will be allowed except for
items covered by subsequent amendments to this Agreement. Contractor will invoice CMWD
on a monthly basis. Payment terms are 30 days from date of invoice.
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
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reports to Contractor in writing within sixty (60) days of the performance of the Services,
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. 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
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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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1 S.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.
CONTRACTOR
*By:
(sign here)
Steven M. Helmbrecht
Sr. Vice President &CFO
CARLSBAD MUNICIPAL WATER
DISTRICT, a Public Agency organized
under the Municipal Water Act of 1911,
and a Subsidiary District of the City of
Carlsbad
(print name/title)
5f e \/<p. HP | m hrec hf <L> Mr a n.
(e-mail address)
Executiv^ Manager
ATTEST:
(sign h#re)
£flss-r.
(print name/title)
">. la\£Lic(*-
(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
eputy General Counsel
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EXHIBIT "A"
SCOPE OF SERVICES
The following is the statement of work for the City of Carlsbad Billing Gateway Interface
Project. The Billing Gateway Interface 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 Billing
Gateway Interface, including the management of all Itron resources and project
activities.
• Provide a designated Itron employee as a primary point of contact.
• Work with the City of Carlsbad's Project Manager in the resolution of project
issues.
• Provide knowledge transfer of the Billing Gateway HDL file and how/when we
respond with the HUL file to City of Carlsbad project personnel.
• Deliver an interface that has been demonstrated to work with the City's utility
billing system, Harris Northstar. Itron assumes that Harris Northstar is
compatible with MV-RS.
CITY OF CARLSBAD GENERAL PROJECT RESPONSIBILITIES
The City of Carlsbad's general responsibilities include the following:
• Provide a City of Carlsbad Project Manager as the primary point of contact.
• Assume responsibility for conducting all project administration duties, including
managing City of Carlsbad resources and any third-parties brought in by the City
of Carlsbad.
• 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 City of
Carlsbad responsibilities/activities as related to the project.
Fully test the application and provide feedback to Itron in a timely manner.
Coordinate staff for the purposes of training and integration.
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PROJECT-SPECIFIC TASKS AND RESPONSIBILITIES
Project Specific Tasks and
Descriptions
Itron Responsibility City of Carlsbad
Responsibility
Billing Gateway will be installed
on the FNAS DB server at Itron
Data Center
Will install Billing
Gateway
Determine configuration of Billing
Gateway and appropriate decode
settings
Will provide standard
decode information
and support City of
Carlsbad in
understanding
settings
Will review and
update
configuration
settings and
standard required
decode settings
Provide interface documentation
for agreed upon billing format
(MV-RS)
Will provide MV-RS
interface
documentation
Review
documentation and
modify accordingly
Provide test input file from the
billing system to the Billing
Gateway interface
Review file and
ensure file is
compatible with
Billing Gateway
Will provide the
input file from their
billing system to
Itron
Create test output file from the
Billing Gateway system
Utilize Billing
Gateway to create
test output file
Validate test output file from the
Billing Gateway system
Will support validation
activities; will make
any changes needed
to output file in order
to process it into
Carlsbad's billing
system correctly
Process file into
Carlsbad's billing
system and validate
data
PRICING and TERMS
• Scope of Work is for 40 hours of FN 2.5 Project Management Services at
$225/hour, not to exceed $9,000
• Travel is not needed for this project and therefore travel costs are not included in
this contract
• Professional Services hours will be billed as incurred
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