Resolution No. 7936Fa
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RESOLUTION NO. 7936
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN EQUIPMENT PURCHASE AND SOFTWARE LICENSE
AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND
ITRON, INC.
WHEREAS, Itron, Inc. ("Itron") is in the business of
designing, manufacturing, licensing and selling electronic and
computer products and has developed equipment and software for use in
utility industry meter reading; and
WHEREAS, on or about October 25, 1988, the City of Vernon
and Itron entered into Contract No. ENC-0988-196, Equipment Purchase
and Software License Agreement and Terms and Conditions for System
Support Services, for utility meter reading hardware, software and
system support services; and
WHEREAS, the existing meter reading system is incapable of
providing time -of -use meter readings and will become obsolete as of
December, 2002; and
WHEREAS, Vernon's Utilities Department has determined that,
based upon Itron's proven record of providing the current meter
reading hardware, software and system support services to the City,
Itron should be able to more efficiently and effectively provide a new
upgraded system meeting the Department's specifications and
requirements; and
WHEREAS, on March 26, 2002, the Finance Committee
recommended that the City Council approve the recommendation of Bruce
V. Malkenhorst, the Director of Finance, dated February 5, 2002, that
the City purchase the meter reading system and software from Itron at
1 a cost of approximately Sixty Thousand Five Hundred Ninety Dollars and
2 No Cents ($60,590.00), which includes prorated support charges for
3 nine (9) months; and
4 WHEREAS, the City Council of the City of Vernon has
5 determined that, pursuant to the provisions of subsection (a) of
6 Section 2.27 of the Vernon City Code, it is in the public interest and
7 necessity to enter into an agreement with Itron setting forth the
8 terms and conditions of the services to be performed for the
9 licensing, installation and training on the meter reading system to
10 enhance services provided to the Vernon community.
11 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
12 CITY OF VERNON AS FOLLOWS:
13 SECTION 1: The City Council of the City of Vernon hereby
14 finds and determines that the recitals contained hereinabove are true
15 and correct.
16 SECTION 2: The City Council of the City of Vernon hereby
17 approves the MV-RS Equipment Purchase and Software License Agreement
18 (No. MV-RS-0102-086) with Itron, a copy of which is attached hereto as
19 Exhibit "A" and made a part hereof.
20 SECTION 3: The City Council of the City of Vernon hereby
21 authorizes the Mayor and the City Clerk to execute said Agreement for,
22 and on behalf of, the City of Vernon.
23 SECTION 4: The City Council of the City of Vernon hereby
24 directs the City Clerk, or his designee, to send the fully executed
25 Agreement to:
26 Itron, Inc.
27 Attn. Brenda E. Watkins, Contract Administrator
2818 N. Sullivan Road
28 Spokane, WA 99216
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SECTION 5: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 3rd day of April, 2002.
ATTEST:
L�
IBRUCE V. MALKENHORST, City Clerk
' EONIS C. MALB RG, May r
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES
I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
7936, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday, April 3,
2002, and thereafter was duly signed by the Mayor of the City of
Vernon.
I (SEAL)
d�
BRUCE V. MALKENHORST, City Clerk
- 4 -
EXHIBIT
0
ITRON, INC.
MV•RS EQUIPMENT PURCHASE AND SOFTWARE WARE LICENSE AGREEMENT
b—fl I � 7-nv I AGREEMENT NO. MV-RS-0102.086
This Agreement dated I� 120� between Itron, Inc., a Washington corporation, ('Itron') and the City of Vemon, ('Buyer').
WHEREAS, Itron is in the business of designing, manufacturing, licensing and selling electronic and computer products and has developed equipment and
software for use in utility industry meter reading;
WHEREAS, Buyer is a municipal utility and desires to purchase the equipment and license the software for use by meter reading personnel for recording of data
from gas, water and/or electric meters and recording other customer information, and using such data for customer billing and information purposes; and,
WHEREAS, Itron desires to sell the equipment and license the software to Buyer.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, Itron and Buyer hereby agree as follows:
SECTION J. DEFINITIONS
1.1 'Change Orde'. An Itron document in the form attached hereto as
Attachment A, initiated by either party prior to System Installation, to
authorize a change to the Schedules or terms of this Agreement
Such document, upon mutual approval, shall become a contract
document.
1.2 'Eouipmenr The components and devices listed on Schedule A
hereto sold to Buyer pursuant to this Agreement.
1.3 'MV-RS WIN User Guide'. The document attached hereto by
reference as Attachment B, which describes in detail the operational
features, functionality and capabilities of the System to be delivered
by Itron to Buyer pursuant to this Agreement, and shall include a
functional description of Licensed Software. Itron acknowledges that
this document may be amended or supplemented by Buyer as
provided in Section 3.1.
1.4 'Proiect Management Services'. Those activities performed by Itron
to train Buyer's personnel on the functions, installation and use of the
System. The charges associated with such activities are listed on
Schedule A.
1.5 "Licensed Software'. The ltron program products in binary form listed
on Schedule A hereto and any subsequent modifications, corrections
or revisions to the program products furnished to Buyer by Itron.
1.6 'Related Documentation'. Any human -readable program listings,
flow charts, input and output forms, manuals, specifications,
instructions, and other materials, and any copies of any of the
foregoing, in any medium, related to the Equipment and/or Licensed
Software and delivered to the Buyer in accordance with the
provisions of this Agreement
1.7 'System'. Ali Equipment, Licensed Software, and Related
Documentation sold and licensed to Buyer pursuant to this
Agreement
1.8 'System Installation'. When the Buyer uses an item of Equipment or
Licensed Software for training or testing purposes.
SECTION 2. THE SOFTWARE
2.1 license. Subject to the terms and conditions of this Agreement, Itron
hereby grants to Buyer a nonexclusive, nontransferable, perpetual
license to use the Licensed Software, including the Related
Documentation, set forth on Schedule A attached hereto in
connection with the System.
2.2 Itron's Property. The Licensed Software, Related Documentation and
methods of processing, shall remain the sole and exclusive property
of Itron and shall not be sold, revealed, disclosed or otherwise
communicated, directly or indirectly, by Buyer to any person,
company or institution whatsoever except as set forth herein.
2.3 Scope of License. Buyer may use the Licensed Software on
computers used or owned by Buyer. The Licensed Software shall be
used only for the processing of Buyers own business information,
which shall include servicing and maintaining records on behalf of its
customers. Buyer shall not: (a) sublicense the Licensed Software or
permit any third party to use the Licensed Software, (b) use the
Licensed Software in the operation of a service bureau, or (c)
reverse engineer, disassemble, modify, prepare derivative works of,
or otherwise alter the licensed Software. Without the payment of an
additional license fee, Buyer shall not use the Licensed Software to
process business information concerning customers derived through
merger, asset acquisition or other entity combination.
Buyer may, at its own expense, copy all or part of the Related
Documentation for its internal use. Buyer shall reproduce and
include any copyright or trade secret notices on any such copies.
Itron reserves all rights to the Licensed Software, the Related
Documentation and the Equipment not specifically granted to Buyer
in this Agreement.
2.4 Proorietary Information. In addition to the rights and obligations set
forth in paragraph 5.4 herein, Buyer acknowledges and agrees that
the information contained in the Licensed Software, Related
Documentation and source code is proprietary or confidential
information and is the property of Itron (or another party who has
licensed to it=), and that the proprietary information is being made
available to Buyer by thm in confidence and solely on the basis of
Buyer's confidential relationship with Itron. The proprietary
information is considered by Itron to be a trade secret of Itron. Buyer
will not provide or otherwise make available any Licensed Software,
Related Documentation or source code, in any form, except as
required by law or judicial or governmental order, without Itron's prior
written consent, except to employees or consultants of Buyer whose
access to the information is necessary to enable Buyer to exercise its
rights under this License and who are subject themselves to an
obligation to maintain the confidentiality of such information.
The Buyer's obligation of confidentiality under this Agreement shall
survive terrnination of this Agreement.
SECTION 3. PRICE, DELIVERY AND PAYMENT TERMS
3.1 Price. Itron hereby sells and licenses to Buyer, and Buyer hereby
agrees to purchase and license from Itron, the Equipment and
Licensed Software on the terms and conditions set forth in this
Agreement.
Prices and fees for the quantities of Equipment, Project Management
Services and Licensed Software listed on Schedule A, and any
Change Order(s) prior to System Installation, shall be protected from
any increases for a period of one (1) year from the date of execution
of this Agreement.
The charges for Equipment, Licensed Software, and Project
Management Services contained in the Schedule are based upon
Itron's understanding of the System requirements and Itron's
proposed approach to the System solution, as of the date of Itron's
latest proposal to Buyer. Should the System requirements in the
finalized MV-RS WIN User Guide or subsequent changes agreed
upon by Buyer and Itron result in an increase in the scope of work,
amount of work, or cost of Equipment, Licensed Software, or Project
Management Services, then the charges quoted in the Schedule will
be adjusted to the level necessary to compensate Itron for any such
increases. Any increases in charges will be mutually agreed upon
between Buyer and Itron.
3113102
3.2 Delivery Terms. The System shall be delivered to Buyer in
accordance with the delivery schedule to be mutually agreed upon
between the parties and attached to the MV-RS WIN User Guide.
3.3 Payment for Equipment Proiect Management Services and Licensed
Software.
(a) Payment Terms. Upon execution of this Agreement, Itron shall
invoice Buyer for forty-five percent (45%) of the total price for
the Equipment, Project Management Services and Licensed
Software charges as specified in Schedule A. Upon initial
delivery of the Equipment and Licensed Software, Itron shall
invoice Buyer for an additional forty-five percent (45%) of the
total price for the Equipment, Project Management Services and
Licensed Software charges it accordance with Schedules A
and any Change Order(s). Itron shall invoice Buyer for the final
ten percent (10%) of the total price for the Equipment, Project
Management Services and Licensed Software charges in
accordance with Schedule A and any Change Order(s), when
the System is initially used by Buyer for customer tilling
purposes.
Itron shall invoice Buyer for Software Customer Support fees on
a quarterly basis starting three months after commencement of
warranty.
Itron shall invoice Buyer for round trip airfare, as noted on
Schedule A, at actual as incurred by Itron. itron shall invoice
Buyer for travel and per diem expenses as noted on Schedule A
as incurred.
(b) Freight. Buyer shall reimburse Itron for all freight and handling
charges paid by Itron, in delivering the System to Buyer.
(c) Taxes. Buyer agrees to reimburse Itron for 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 Buyer is a tax exempt entity, or pays taxes directly
to the State, Buyer shall provide Itron with a copy of its Tax
Exemption Certificate or Direct Pay Permit upon execution of
this Agreement
(d) Payment. All payments required to be made by Buyer shall be
paid within thirty (30) days from date of receipt of invoice. All
payments received more than thirty (30) days after the date of
receipt of invoice shall be subject to a late charge of one and
one-half percent (1-1/2%) per month for each month that the
invoice remains unpaid.
3.4 Additional Equipment Licensed Software and Proiect Management
Services. After all quantities of Equipment and Licensed Software
listed on Schedules A and applicable Change Order(s) have been
delivered to Buyer, Itron agrees to sell to Buyer additional Equipment
and license additional licensed Software. The price for the additional
Equipment and fees for Licensed Software will be at Itron's then
prevailing prices and terms.
In the event Buyer requests additional Project Management Services
beyond those services originally specified in Schedule A, such
services shall be provided at Itron's then prevailing prices and terms.
The prices and fees for the additional Equipment, Licensed Software
and Project Management Services shall be payable within thirty (30)
days from the date of receipt of invoice. Any representations or
warranties contained in this Agreement with respect to the System,
shalt be applicable to the additional Equipment, Licensed Software
and Project Management Services.
3.5 Title and Risk of Loss. Title to the Equipment shall pass to Buyer
upon receipt thereof. The Equipment shall be shipped F.O.B. receipt
pant in the City of Vernon, freight pre -paid and add. Itron shall
transport the Equipment to locations specified by the Buyer. Buyer
shall, as provided in paragraph 3.3(b), be obligated to reimburse Itron
for all transportation costs incurred by Itron.
SECTION 4. WARRANTY AND WARRANTY EXCLUSIONS
4.1 Warranty Itron warrants for a period of one (1) year from date of
System installation, each item of Equipment will be free from defects
in material and workmanship and the Licensed Software shall
perform substantially in accordance with the MV-RS WIN User Guide.
Itron's entire liability and Buyer's exclusive remedy for any Equipment
or Licensed Software which fails to comply with the foregoing
warranty, shall be, at Itron's option, to repair or provide an equivalent
replacement of such nonconforming Equipment and Licensed
Software which is returned properly packaged and prepaid to Itron's
designated service center during the warranty period. Buyer agrees
to furnish Itron reasonable access to said Equipment and Licensed
Software.
In the event Itron is unable to repair or replace the Equipment or
Licensed Software as described above, Itron shall refund to Buyer the
total amount paid by Buyer to Itron for such Equipment or Licensed
Software.
Itron agrees to pass through to Buyer all available warranties offered
by the third -party manufacturers, applicable to third -party
manufactured equipment (i.e. personal computers and modems)
purchased under this AgreemenL
THE WARRANTIES SET FORTH IN THIS SECTION 4.1 ARE IN
LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS,
IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTY
ARISING FROM COURSE OF PERFORMANCE, COURSE OF
DEALING OR USAGE OF TRADE
4.2 Warranty Exclusions. Itron shall have no obligation under paragraph
4.1 or otherwise under this Agreement for the following services, but
N such services are available, they can be provided by Itron under
this Agreement at iron's then applicable time and material charges
and travel expenses.
(a) Repair of damage or increase in service time caused by failure
to continually provide a suitable installation environment.
(b) Repair of damage or increase in service time caused by the use
of the System for other than data processing purposes for which
designed; or neglect or misuse.
(c) Repair of damage caused by accident or disaster, which
includes, but is not limited to fire, flood, wind, lightning,
transportation subsequent to delivery, or force majeure.
(d) Inspection of altered Equipment, repair of damage or increase
in service time caused by alterations not authorized by Itron,
which alterations include, but are not limited to, any deviation
from Itron's physical, mechanical or electrical Equipment
design..
(e) Repair of damage or increase in service time caused by the
conversion from one Itron model to another or the installation or
removal of an ftron feature whenever any of the foregoing was
performed by other than Itron or its authorized agents.
(f) Service time and materials associated with the rearrangement
or relocation of Equipment.
(g) Service time and materials associated with investigation and
correction or modification of products that are not the
Equipment or Licensed Software (e.g. Buyers mainframe
computer hardware and software).
SECTION 5. RIGHTS AND OBLIGATIONS
5.1 Infringement Indemnity. Itron will defend Buyer against a claim that
Equipment or Licensed Software supplied hereunder infringes a U.S.
3113102 2
5.2
5.3
5.4
patent, copyright, trade secret or trademark or that the Equipment's
operation pursuant to a current Itron release and modification level of
any 'Licensed Software supplied by Itron infringes a U.S. patent,
copyright, trade secretor trademark and Itron will indemnify Buyer
from and pay resulting costs, damages and attorney fees finally
awarded against Buyer with respect to such claim, provided that:
(a) Buyer promptly notifies 11m in writing of the claim; and
(b) Itron has sole control of the defense and all related settlement
negotiations.
Itron's obligation under this Section is conditioned on Buyers
agreement that if the Equipment, or the operation thereof, or the
Licensed Software, becomes, or in Itron's opinion is likely to become
the subject of such a claim, Buyer will permit Itron, at Itron's option
and expense, either to procure the right for Buyer to continue using
the Equipment or Licensed Software or to replace or modify the same
so that they become noninfringing. Such replacements or
modifications shall be functionally equivalent to the Equipment and
Licensed Software. If the foregoing alternatives are not available on
temps which are reasonable in Itron's judgement, Buyer will return the
Equipment or Licensed Software on written request to Itron and Itron
shall refund to Buyer the Buyers then book value of such returned
Equipment and Licensed Software as depreciated.
Itron has no liability for any claim based upon the combination,
operation or use of any Equipment or Licensed Software supplied
hereunder with equipment or software not approved by Itron, or
based upon Buyers alteration of the Equipment or modification of any
Licensed Software supplied hereunder.
The foregoing states the entire obligation of Itron and Buyer's sole
and exclusive remedy with respect to infringement of patents,
copyrights, trade secrets or trademarks.
Limitation of Liability. ITRON'S AGGREGATE LIABILITY FOR
DAMAGES TO BUYER SHALL NOT EXCEED THE TOTAL
AMOUNTS PAID BY BUYER TO ITRON HEREUNDER FOR THE
EQUIPMENT, LICENSED SOFTWARE OR SERVICES INVOLVED
IN SUCH CLAIM FOR DAMAGES. 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 OR
CORRUPTION OF DATA, OR LOSS OF REVENUE, SAVINGS OR
PROFITS) OR EXEMPLARY DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THE SALE, MAINTENANCE, USE,
PERFORMANCE, FAILURE OR INTERRUPTION IN THE
OPERATION OF THE EQUIPMENT, LICENSED SOFTWARE OR
ANY ITRON SERVICE.
Service After Warranty. The Equipment and Licensed Software are
eligible for service under Itron's standard service agreement. The fee
for service shall be at Itron's then prevailing rates. At Buyers option,
the service agreement may commence on the date of expiration of
the initial warranty period for the Equipment and/or Licensed
Software.
Confidentiality. Except as required by law or judicial or governmental
order, Itron and Buyer agree to hold in strictest confidence all
information and material which is related to the other party's
business, which is designated as proprietary and confidential, or
which is related to the performance by the other party of its
obligations under this Agreement. Proprietary and confidential
information includes, but is not limited to the terms of this Agreement,
information related to research, development, pricing, trade secrets,
customer lists, salaries or business affairs of the parties to this
Agreement. Proprietary and confidential information shall not include
any information that is: (i) known to the other prior to the effective
date of this Agreement, and can be shown to have been so known by
documentary evidence; or (ii) obtained by the other without restriction
as to the further disclosure thereof from a source other than the party
hereto having transferred such information hereunder through no
breach of confidence by such source, and can be shown to be so
obtained by documentary evidence; or (iii) in the public. domain when
received, or thereafter enters the public domain through no fault of
the other, or (iv) independently developed by the other without use of
such proprietary or confidential information, and can be shown to be
so developed by documentary evidence; or (v) required to be
disclosed by third party subpoena, applicable law or any
governmental authority having jurisdiction, provided that the recipient
party gives the disclosing party advance written notice of such
required disclosure and cooperates with the disclosing party to limit
the scope and use of the information to be disclosed. The parties'
obligations of confidentiality under this Agreement shall survive
termination of this Agreement.
5.5 Site Preparation. Buyer shall be responsible for supplying such
space, lighting, utilities, communications facilities, air conditioning
and other environmental requirements for the Equipment as Itron may
reasonably require.
5.6 Equipment or Licensed Software Modification. Itron's obligations
hereunder shall be void in the event Buyer modifies the Equipment or
Licensed Software or uses any attachment, feature, or device on the
Equipment without first obtaining Itron's written approval.
5.7 Law Compliance. Itron shall comply with provisions of the Federal
Fair Labor Standards Act in the manufacture of the Equipment and
Licensed Software, including all laws prohibiting discrimination in
employment, to the extent that such laws pertain to Itron.
5.8 Term and Termination.
(a) Termination. This Equipment Purchase and Software License
Agreement shall become effective upon execution by Itron and
Buyer and shall terminate:
(1) Thirty (30) days after a party gives the other party written
notice of that party's material breach of this Agreement,
unless the other party has made progress in curing the
breach to an extent satisfactory to the nonbreaching party
or
(2) At a party's option, upon tern (10) days written notice of
termination, if the other party becomes insolvent, executes
an assignment for the benefit of creditors, or becomes
subject to bankruptcy or receivership proceedings.
(b) Rights and Obligations Upon Termination.
Upon termination of this Agreement:
(1) Buyers rights to use Licensed Software under Section 2
shall immediately cease; Buyer shall delete the Licensed
Software from all its computers and other software into
which it has been merged; and Buyer shall immediately
deliver to Itron or destroy all copies of the Licensed
Software and Related Documentation; however, Buyer
may, upon Itron's prior written consent, retain one (1) copy
of the foregoing for archive purposes only; and
(2) Buyer shall, within one (1) month after the termination of
this Agreement, certify in writing to Itron that, to the best of
Buyers knowledge, all copies of the licensed Software
and Related Documentation have been returned or
destroyed, except for any archive copy permitted under
Paragraph 5.8(b)(1).
5.9 Term and Termination after System Installation. If, within thirty (30)
days from System Installation, the System does not perform
substantially in accordance with the MV-RS WIN User Guide and/or
Related Documentation, and such performance deviations have not
been corrected within a mutually agreeable period of time from the
completion of the thirty (30) day period, then Buyer may notify Itron in
writing of its intent not to accept the System, in which case, Buyer
3113102 3
shall return all Equipment and Licensed Software to Itron and Itron
shall refund all monies paid to Itron by Buyer for said Equipment,
Licensed Software, related shipping charges and applicable taxes
less any amounts refunded to Buyer pursuant to paragraph 4.1. It is
agreed that deviations from performance of the System, as specified
in the MV-RS WIN User Guide, which would cause Buyer to cancel
this Agreement would be substantial in nature and that a list of
'minor' Licensed Software inconsistencies (bugs) may be provided to
Itron by Buyer prior to the completion of the test phase. These
inconsistencies will be corrected by Itron in a mutually agreeable
period of time following completion of the test phase, but these items
shall not be cause for Buyer to cancel this Agreement.
A minor Licensed Software inconsistency or 'bug' is defined as one
that does not impede Buyer from recording meter reading data with
the System and processing that data for customer billing purposes.
SECTION 6. GENERAL
6.1 Force Maieure. Neither party hereto shall be responsible for any
failure or delay in the performance of any obligation hereunder, other
than Buyer's obligation to pay for product received, if such failure or
delay is due to a cause beyond the party's reasonable control,
including, but not limited to acts of God, flood, fire, volcano, war,
third -party suppliers, labor disputes or governmental acts.
6.2 Assignment. Buyer shall not assign this Agreement, directly or
indirectly, without the prior written consent of Itron; provided,
however, that Buyer may assign this Agreement to its successor in a
merger or to the purchaser of all or substantially all of Buyers assets
if such successor or purchaser agrees in writing to comply with the
terms and conditions of this Agreement.
6.3 Governing . This Agreement and performance hereunder shall
be gover by and construed in accordance with the laws of the
State of Califomia without reference to its choice of law principles.
6.4 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.
6.5 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 herein or to
such other address as may be substituted by written notice by either
party to the other:
Buyer. Notices to Buyer at
address provided below.
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.
6.6 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. Any terms and conditions appearing
on Buyers purchase order and 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 this Agreement
and is duly executed by an authorized representative of each party.
6.7 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.
IN WITNESS WHEREOF the parties hereto have signed this Agreement the day and year first above written by their duly authorized representative.
BUYER: CITY OF VERNON
By:
Name: Leonis C. Malburg
Title: Moor
Address: 4305 Santa Fe Avenue
Vernon, CA 90058
ATTEST:
By:
Name: Bruce V. Malkenhorst
Title: City Administrate
APPROVED AS TO FORM:
By:
Name: Eduardo Olivo
Title: City Attorney
If a corporation, name the State in which incorporated
ITRON, INC.
t%_. -
:!YL�r�'/"y
Title
/ e
Tax Exempt Yes No If yes, attach copy of Tax Exemption Certificate.
Dun and Bradstreet Number
3113102 4
Schedule A
1TRON MV-RS WITH TOU11DR ELECTRONIC METER READING SYSTEM
SINGLE PC SYSTEM CONFIGURATION
HARDWARE/SOFTWARBSERWCES PRICING SUMMARY
UNIT
EXTENDED
ITEM PART NUMBER
DESCRIPTION
QTY
PRICE
PRICE (1)
1
TRX-0002-001
G5 Handheld, 8MB, Membrane Overlay, Dual -Cell
4
$3,195.00
$12,780.00
Battery, Quick Reference Guide
2
BCS-0003-002
G5 POD, Charging Communications Cradle
4
$495.00
$1,980.00
includes power board connector, RJ 11 connector
3
PWR-0013-001
POD Power Supply
2
$100.00
$200.00
(2)
4
CBL-0040-001
U.S. Power Plug for Power Supply
2
Incl.
Ind.
5
520-0358-001
PC to POD Cable (6 ft.)
2
$15.00
$30.00
(3)
6
470-0113-002
TOU/IDR Optical Probe
4
$745.00
$2,980.00
7
MVRSTOU
MV-RS with TOU/IDR EMR System
1
$14,000.00
$14,000.00
(4)
Software License for Up to 10,000 meters
8
Support Services
First Year Software Customer Support
9 mo.
$180.00
$1,620.00
(5)
9
Services
MV-RS Single PC System with TOU/IDR
1
$27,000.00
$27,000.00
(6,7)
Project Management Services
TOTAL
$60,590.00
Third
Party Components
10
Hardware
Pentium Pro PC Workstation
1
TBD
TBD
(8,9)
Please refer to itron's standard terns and conditions for delivery and payment.
BMR #W0326 Rev2Dec ftwiiy
December 11, 2001 Page 1 of 3
Notes and Assumptions for City of Vernon_- —_- ____,�_______�
ITRON MV--RS WITH TOU/IDR ELECTRONIC METER READING SYSTEM
SINGLE PC SYSTEM CONFIGURATION
HARDWAR&SOFTWARE/SERVICES PRICING SUMMARY
(1) Taxes and freight not included.
(2) One Power Supply will support up to three POD Cradles.
(3) Exact cable configurations and price are subject to change during the on -site construction phase.
Please see attached MV-RS Configuration Notes for more information on communication requirements.
(4) Includes Handheld and IHP Meter Reading Software applications and Meter Protocols that are required by
Utility and are currently released.
(5) Software Customer Support provides users with unlimited customer support service via Itron's Hotline.
Assistance is available for questions regarding system configuration, report generation, informal operator
training, route management, etc. The fee begins ninety days after shipment, or upon live system operation.
This support is also available for purchase on an as incurred basis at current ttron labor rates with an
authorizing customer purchase order.
(6) Project management services price includes 18 days labor in-house and on -site and reflects the level of
support Itron believes will best position this project for success. Price includes implementation of TOU/IDR
optical reading concurrent with the first office startup. Train -the -Trainer Instruction and installation support
for the first office is included with the utility responsible for additional offices. Per diem expenses of
$250 per day and round-trip airfares at actual are not included and will be billed to the utility based on
actual number of days and trips.
(7) Assumptions include:
Utility will assign a full time Project Manager for duration of the project.
Utility will build CIS interfaces to MV-RS.
(8) See the attached MV-RS Configuration Notes for the minimum recommended configuration for PC hardware
requirements as well as other system configuration notes.
(9) Itron recommends that Utility purchase third party hardware and software directly and take advantage of
existing supplier relationships.
(10) The quarterly service fee on Itron-provided hardware and software for the proposed system, after the first year
. Software Customer Support services and one year hardware warranty, is $1.275.00.
(11) The exact and final configuration may vary based upon further clarification of Utility's business operating needs.
(12) Prices are reflective of total system purchase and may be adjusted if the scope of work is modified. Final pricing
will be based on detailed system configuration finalized during the construction phase.
Please refer to Itron's standard terms and conditions for delivery and payment. Prices are valid for 90 days.
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December 11, 2001 Page 2 of 3
MVRS Conriruration Notes s Single PC System - $ _ - _ _ - - - R _ _ - - ®
Preliminary Configuration
The system configuration shown in the pricing summary is preliminary and may change based on further
system analysis. Quantities listed for such items as communication cables, PCs, and modems are based
on current understanding of utility requirements. Final quantities may vary.
Workstation Requirements
Components
Size
Comments
Processor/ Model
Pentium III 550MHz
Minimum Pentium II 266MHz
RAM
128 MB of RAM
Disk Space
2GB drive
Diskette
3 1/2 " floppy drive
CD ROM
Yes
Monitor
15 " SVGA monitor
Operating System
Windows 95/98
All Versions
Windows NT
Service Pack 6a
Windows 2000
Database
Pervasive
Included with MVRS
Other
64-bit Graphics Accelerator
Mouse
101-keyboard
Communication Requirements
MV-RS will utilize two standard serial ports for a single PC, in particular COM1 and COM2. For directly
connected handhelds, 25 is the recommended upper limit that should be attached to a single port. Remote
handhelds will require a separate communication port. The number of remote handhelds that can be
supported by that port varies based on the utility's operations requirements. These factors will determine
the number of communication PCs required for the MV-RS system.
Modems
If required to support meter readers at remote offices, Itron recommends the US Robotics 56K Modem.
The modems would be purchased separately by the utility.
Communication Cables
Modems and communication cables can vary in quantity based on the utilitys operations and remote dial -in
environment. Most workstations will require two cables. Each remote meter reading office with a modem
will also require a cradle to modem cable.
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December 11, 2001 Page 3 of 3
ATTACHMENT A
aFRON
Change Order Form
Client Name: #: Date:
Requestor: Date Required:
Client Auth: Dater
Itron Representative Auth: Date:
Contract Adm Auth: Date:
Has contract been signed? O Yes O No
Hardware Changes:
han a trom
Qty I Item Description Unit Price
Comments:
Order Processing:
PO/Contract #: _
Comments:
Contracts/Proposals/Sales Order Processing
O C, a to O Aaa
Qty I Item Description I Unit Price
Software Changes:
O ' Modifications O Meter Licenses
O Other:
Description Unit Price
Implementation Labor and Expense:
O Billable O Non -billable Charge to:
Purpose
Description
Days
@ $
Total
Labor
Per Diem
Misc.
Total
ATTACHMENT B
MV-RS WIN USER GUIDE DOCUMENT
(to be attached hereto by reference)
SUPPORTING
DOCUMENTS
CITY COUNCIL
LBONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro -Tern
WM. `BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL MCCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator/City Clerk
FAX (323) 826-1438
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
April 10, 2002
Itron, Inc.
Attn: Brenda E. Watkins
2818 N. Sullivan Road
Spokane, WA 99216
EDUARDO OLIVO
City Attorney
FAX: (562) 869-1883
KEVIN WILSON
Director orUommunity Services & Water
FAX: (323) 826-1435
KENNETH J. DeDARIO
Director of Municipal Utilities
FAX: (323) 826-1425
STEVEN E. PARKER
Fire Chief
FAX: (323) 826-1407
BRUCE W. OLSON
Police Chief
FAX: (323) 826-1481
Re: MV-RS Equipment Purchase and Software License Agreement
Dear Ms. Watkins:
Transmitted herewith is a duplicate original copy of the above
referenced approved by the Vernon City Council on April 3, 2002.
If you have any questions regarding this matter, please call Carol
Dacey at (323)583-8811 ext. 254.
Czery truly yours,
Nelly Giron
Assistant Chief Deputy City Clerk
NG:mt
CC: Carol Dacey
Dolores Fonseca
Agreement File #02-018
Resolution No. 7936