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HomeMy WebLinkAbout102876 MOUNTAIN STATES PIPE & SUPPLY CO - CONTRACT - RFP - P702 ITRON MV RS METER READING SYSTEMITRON, INC. SERVICE AGREEMENT CONTRACT NO. This Agreement is made this 21s t day of January 19 9 9by and between Itron, Inc., a Washington corporation, hereinafter 'Itron', and City of Fort Collins ; ns , hereinafter 'Customer'. WHEREAS, Customer desires that Itron provide services for the equipment and/or software listed on Schedule A, hereinafter the 'Products', and WHEREAS, Itron desires to provide services for the Products. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, Itron and Customer hereby agree as follows: SECTION 1. ELIGIBILITY AND TERM OF AGREEMENT Customer represents that it is the owner or licensee of the Products serviced under this Agreement, or, if not the owner or licensee, has authority from the owner or licensee to include the Products under this Agreement. This Agreement shall be effective from the date accepted by Itron and shall remain in force for at least one (1) year after the warranty expiration date on the initial Products, the 'Anniversary Date'. The one (1) year period from one Anniversary Date to the next Anniversary Date shall be deemed the 'Anniversary Year'. Either party may, at any time after the initial Anniversary Date, withdraw Product models from this Agreement upon ninety (90) days prior written notice. When a Product is withdrawn from this Agreement, the Customer will receive credit for any charges already paid for service beyond the date of withdrawal. After the initial Anniversary Date, this Agreement may be terminated by either party upon ninety (90) days prior written notice. SECTION 2. SERVICE Itron shall provide services, hereinafter 'Service(s)', to keep the Products listed on Schedule A in good working order in accordance with the then current applicable Itron Service Program. A copy of such Program for the first year of Service is attached hereto as Exhibit A. Service shall include labor, parts, tools, and test equipment necessary for the service and support of the Products being serviced hereunder. New or equivalent to new standard parts shall be used in effecting repairs. Parts shall be provided on an exchange basis and replaced parts shall become the property of Itron. Itron shall have reasonable access to the Products to provide Service thereon. SECTION 3. QUARTERLY CHARGES Service charges, as specified in Schedule A for each Product and any Products purchased or licensed subsequent to the effective date of this Agreement, shall commence upon the expiration of the warranty period for said Product. The quarterly charges shall be prorated based upon actual warranty expiration dates. Quarterly charges shall be invoiced thirty (30) days prior to the first day of each calendar quarter for which Services are to be provided. All invoices for quarterly charges shall be paid by Customer in U.S. dollars thirty (30) days from date of receipt of invoice. Itron may change the quarterly charge upon ninety (90) days prior written notice. Any such adjusted rates shall become effective on the date specified in the notice and such change shall not be effective prior to the initial Anniversary Date. In no event shall the rates be modified more than once during each Anniversary Year. Changes requested by Customer, to Product specifications or functionality, attachments, or features, may result in an adjustment of the specified basic quarterly charge. SECTION 4. TAXES In addition to the charges due under this Agreement, Customer agrees to pay amounts equal to any taxes and duties resulting from this Agreement, or any activities hereunder, exclusive of taxes based upon Itron's net income. In the event Customer is a tax exempt entity, Customer shall provide Itron with a copy of its tax exemption certificate upon execution of this Agreement. SECTION 5. EARLY TERMINATION This Agreement is effective from the date on which it is accepted by Itron and will remain in effect until terminated at the option of either party as provided in Section 1 herein, or upon the occurrence of any of the following: (a) If a party becomes insolvent, executes an assignment for the benefit of creditors, or becomes subject to bankruptcy or receivership proceedings. Upon the occurrence of such default, the other party may, at its option and without notice to or demand on the party in default, declare this Agreement terminated. (b) If a party breaches a material provision of this Agreement, the other party may give written notice of the breach. If the breaching party fails to make progress to cure the breach to an extent satisfactory to the nonbreaching party within thirty (30) days, the nonbreaching party may terminate this Agreement upon written notice. In the event of termination, Customer shall receive a credit for any charges already paid for Services beyond the date of termination, however, in the event of nonpayment, all accrued charges shall become immediately due and payable. SECTION 6. GENERAL (a) Assignment. End User shall not assign this Agreement, directly or indirectly, without the prior written consent of Itron; provided, however, that End User may assign this Agreement to its successor in a merger or to the purchaser of all or substantially all of End User's assets if such successor or purchaser agrees in writing to comply with the terms and conditions of this Agreement (b) Governing Law. This Agreement and performance hereunder shall be governed by and construed in accordance with the laws of the State of Washington, U.S.A., without regard to its conflict of laws principles. (c) Enforceability. If any provision in this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. (d) Notices and Requests. Notices hereunder shall be in writing and shall be given by either party to the other by delivery or by mailing the same by prepaid registered mail addressed as specified below or to such other address as may be substituted by written notice by either party to the other: Customer. Notices to Customer at address provided below. 7115198 Itron: ITRON, INC. 2818 N. Sullivan Road Spokane, WA 99216 Attn: Contract Administrator Any such notice so given shall be deemed to have been received by the party to whom addressed on the day of delivery thereof. (e) Entire Agreement. Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and further agrees that it is the complete and exclusive statement of the agreement between the parties with respect to Services. Any terms and conditions appearing on Customers purchase orders or other authorizations shall not apply to or become a part of this Agreement; this Agreement may be modified or altered only by a written instrument that refers to and incorporates this Agreement and is duly executed by an authorized representative of each party. (f) Headings Not Controlling. Headings used in this Agreement are intended for convenience or reference only and shall not control or affect the meaning or construction of any provision of this Agreement. SECTION 7. FORCE MAJEURE Neither party hereto shall be responsible for any failure or delay in the performance of any obligation hereunder if such failure or delay is due to a cause beyond the party's control, including, but not limited to acts of God, flood, fire, volcano, war, third -party suppliers, labor disputes or governmental acts. SECTION 8. LIABILITY AND DISCLAIMER OF WARRANTY ITRON'S AGGREGATE LIABILITY FOR DAMAGES TO CUSTOMER SHALL NOT EXCEED THE TOTAL ANNUAL AMOUNT PAID BY CUSTOMER TO ITRON HEREUNDER FOR THE APPLICABLE SERVICE. IN NO EVENT SHALL ITRON BE LIABLE, WHETHER IN CONTRACT, NEGLIGENCE, TORT, OR ON ANY OTHER BASIS, FOR COVER OR FOR INCIDENTAL, SPECIAL, CONSEQUENTIAL (INCLUDING LOSS OF DATA, REVENUE, SAVINGS OR PROFITS) OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THE SALE, MAINTENANCE, USE, PERFORMANCE, FAILURE OR INTERRUPTION IN THE OPERATION OF THE PRODUCTS. ITRON OFFERS NO WARRANTIES CONCERNING THE SERVICES OR ANY PRODUCTS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day and year first above written by their duly authorized representative. CUSTOMER: City of Fort Collins ITRON, INC. By: Name: (Please Print) Tale: Address: By: Name: Title: (Please Print) Tax Exempt: No Yes If yes, attach copy of Tax Exemption Certificate. If a corporation, name the State or Province in which incorporated 7115198 SCHEDULE A PRODUCT SERVICE CHARGES Quarterly Item Qty Description Price 1 MV-RS Meter Reading System (Windows Software) $ 198.00 10 49-10068 FS3 PN Handhelds 1,020.00 10 P-0844-PN17 Cradle with Power Supply/Battery Charging Unit 210.00 Exhibit A TOTAL SYSTEM SUPPORT PROGRAM Electronic Meter Reading Applications Itron's Total System Support Program (TSSP), consists of software and equipment support managed and coordinated through Customer Support Analysts located in the Customer Support Center at Itron's UTS office in Raleigh, North Carolina. CUSTOMER SUPPORT Total System Support Program clients have access to Itron's Customer Support Center in Raleigh between the hours of 8:00 a.m. and 9:00 p.m. (eastern standard time), Monday through Friday. In addition, emergency support can be obtained twenty-four hours per day, seven days per week through on -call support. The Customer Support Center in Raleigh is the client's central contact, augmented by the Customer Support Center in Spokane and technical support analysts to ensure uninterrupted access and efficient problem resolution. The Customer Support Analysts are responsible for troubleshooting equipment and software issues, status reporting, managing problem resolution and escalation procedures, record keeping, and coordinating logistics such as spare part orders, service contract administration, and the delivery of services such as training, on -site support, system audits, etc. In addition, TSSP clients can consult with Customer Support Analysts regarding installation procedures, modifications to the existing system and operating procedures. Through the Customer Support Analysts, clients have access to a team of trained professionals from all organizations within Itron necessary to resolve a problem or address a concern. All calls are logged through "Call Tracking" and all verified problems are documented to assist in the resolution of issues through "Central Problem Tracking". The status of all verified problems are monitored until final resolution. The Technical Support Analysts monitor and maintain the logs reflecting the current status of any outstanding issues and client requested modifications. These logs include problem or modification reference numbers, date reported, description, priority and scheduled release date and are provided on a regular basis to the client for review. A response to a request or a plan for resolving the reported issue is provided by the Technical Support Analysts. Customer Support Analysts are also responsible for providing clients with Hardware Analysis Reports upon request. Drawing their data from continually updated equipment service histories, these reports detail the field performance of a client's hardware devices and compare it to that of Itron's entire installed base. With this data, plans can be developed that can help improve hardware field performance and, therefore, system uptime. TSSP Policy (MV-RS) — 6/98 Page 1 SOFTWARE SUPPORT Software Engineering services can be accessed through the Customer Support Center in Raleigh. Software Engineering services maintain the software in accordance with the MV-RS WIN User Guide Document through problem resolution work that often results in software releases. Itron software releases occur through the transportation of magnetic media to the client site. Included with the release are the Problem Tracker or modification description, description of the change, documentation, and installation procedures. Once this software is released, it becomes the new software base on which all future changes are delivered. Problem Resolution Problem resolution work begins after the problem is verified by Itron, usually through duplication of the problem. In order to verify a problem, the Customer Support Analyst may request additional documentation or data from the client. Between major System releases, problems determined to be "critical" in nature are acted upon immediately. These are problems that impact the collection or pass -through of data and therefore affect mainframe processing. On -site critical problem resolution by qualified Itron programming staff is included in TSSP and available twenty-four hours per day, seven days per week, when a joint determination by Itron and the client has been made confirming the need for on -site assistance. Itron charges current time and materials rates and expenses for on -site problem resolution when it determines that the failure is due to hardware or software not supported by Itron. In addition, Itron maintains a current backup of all client related software, source code and appropriate documentation with which it can start helping the client attain software recovery within twenty-four hours of notification. Total System Support Program problem resolution excludes support of the following: 1. Client modified software. 2. Third -party software not supplied by Itron or designated in the System Specification Document. 3. Software changes required to integrate into the system third -party software or firmware not supplied by Itron or designated in the System Specification Document. 4. System corruption due to accident, misuse or negligence. 5. Software not included in the Service Agreement between Itron and the client. 6. Communication problems related to client supplied modems and/or telephone lines, that do not meet Itron standards. 7. Software release support for applications that are not on the most current version TSSP Policy (MV-RS) — 6/98 Page 2 Software Updates and Modifications The Total System Support Program includes software updates upon request. Updates are Itron generated changes to the software feature set that maintain conformance to the MV- RS WIN User Guide Document and result in a new release number. Modifications are client requested changes to the software that cause it to differ from the definition in the MV-RS WIN User Guide Document. Modification requests are submitted to Itron in writing and include the appropriate modified pages from the MV-RS WIN User Guide Document. If the modification is significant in size or scope, Itron may elect to send a Project Manager on -site to finalize the design of the modification. If it is determined that the modifications are to be performed, Itron will submit a bid that includes programming, documentation, testing, implementation and on -going service. EQUIPMENT SUPPORT Hardware support is performed by the Itron Service Centers. Through these services, Itron provides the labor and material necessary to maintain the equipment in accordance with the published product specifications. Removable batteries are covered under the Total System Support Program. In addition to diagnosing, isolating and repairing the specific equipment problem cause, under the Total System Support Program hardware items returned for repair undergo a process of full refurbishment that includes preventive servicing, burn -in, testing and the automatic incorporation of all appropriate product updates. In order to ensure that all appropriate equipment receive adequate preventive service, clients may arrange through the Customer Support Analyst for the periodic refurbishment of equipment not otherwise serviced annually. Itron provides a seventy-two hour in-house turnaround for handheld computers and five day in-house turnaround for all other equipment arriving at the Service Center during normal business hours. Service Center hours of operation are Monday through Friday, 8:00 a.m. to 4:30 p.m. local time, excluding holidays. Should the Service Center be unable to meet the turnaround time by completing service on the client's own equipment, upon request, Itron will ship to the client loaner equipment. Equipment loaned to the client to fulfill the turnaround commitment must be returned to Itron seven days after the client's own serviced equipment is shipped from Itron or a rental charge is assessed, with a minimum one month charge. In addition, Itron will provide "emergency loaner equipment" to clients in the event of an unanticipated equipment shortage, as long as the client maintains the recommended equipment sparing levels. "Emergency loaner equipment" must be returned to Itron within fifteen days after being shipped to the client or a rental charge is assessed, with a minimum one month charge. TSSP Policy (MV-RS) — 6/98 Page 3 On -site critical problem resolution by qualified Itron service staff is included in TSSP and available twenty-four hours per day, seven days per week, when a joint determination by Itron and the client has been made confirming the need for on -site assistance. Itron charges current time and materials rates and expenses for on -site problem resolution when it determines that the failure is due to hardware or software not supported by Itron. Total System Support covers shipping charges of the repaired equipment back to the client. Return shipment is in the manner used when the equipment is shipped prepaid to Itron. Expedited shipment for an additional charge can be requested through the Customer Support Analyst. TSSP hardware support excludes support of the following: 1. Equipment that persons other than authorized Itron representatives have altered or attempted to repair. 2. Physical damage resulting from accident, misuse or neglect. 3. Damage resulting from stationary equipment relocation by client. 4. Damage resulting from electrical power, air conditioning or humidity control failure. 5. Non-Itron supplied components and equipment. 6. The furnishing of supplies or accessories and of shoulder straps and holsters; painting or refinishing the equipment. 7. Hardware not included in the Service Agreement. In the event Itron should receive equipment for repair that is physically damaged and the estimate for repair is not accepted by the Customer, Itron reserves the right to invoice one hour of labor at the prevailing labor rate for equipment returned to the Customer unrepaired. The Customer will not be invoiced for damaged units that are scrapped at the Customers request. TSSP Policy (MV-RS) — 6/98 Page 4