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<br />I <br /> <br />PROFESSIONAL CONSULTING SERVICES AGREEMENT <br /> <br />This Agreement is made this the 2nd day of May ,2007, between the City of San <br />Marcos, Texas (the "City"), 630 East Hopkins, San Marcos, Texas 78666 and Utiliworks <br />Consulting, LLC. ("Consultant"), 8000 GSRI Avenue, LBTC Building Suite 134, Baton Rouge, <br />Louisiana 70820 for the provision of consulting services in connection with the Automated <br />Meter Reading Project for the City of San Marcos. <br /> <br />City and the Consultant agree as follows: <br /> <br />ARTICLE 1 <br />CONSULTANT'S SERVICES RESPONSIBILITIES <br /> <br />1.1 STANDARDS OF PERFORMANCE <br /> <br />1.1.1 Consultant will provide consulting services for the provision of an Automated Meter <br />Reading ("AMR") system to include an AMR assessment, procurement planning, <br />implementation, preparation of a detailed project plan, workflow modification, project <br />management, and system integration of the AMR system. <br /> <br />I <br /> <br />1.1.2 In performing all services under this Agreement, the Consultant will use that degree of <br />care and skill ordinarily exercised by Consultants that possess special expertise in the types of <br />services involved under this Agreement. The performance of all services by the Consultant in <br />connection with this Agreement will be by persons appropriately trained and/or certified under <br />State, local and Federal laws. The Consultant certifies that it has extensive knowledge in the area <br />of AMR technology and current trends, and AMR installation and implementation, and performs <br />these services in its normal and customary course of business. The Consultant understands that <br />the City, compared to the Consultant, is relatively unfamiliar with the types of products and <br />services required under this Agreement and in executing this Agreement relies on the <br />Consultant's superior knowledge of these types of products and services. <br /> <br />1.1.3 No work under this Agreement will be subcontracted by the Consultant without prior <br />written approval from the City. Any work or services subcontracted under this Agreement will <br />be specified by separate written Agreement and shall be subject to each provision of this <br />Agreement. <br /> <br />1.1.4 Any proViSions in this Agreement pertammg to the City's review, approval and/or <br />acceptance of written materials prepared by the Consultant and/or its sub consultants, <br />contractors, and subcontractors in connection with this Agreement will not diminish the <br />Consultant's responsibility for the materials. <br /> <br />I <br /> <br />1.1.5 Consultant will perform all of its services in coordination with the City. The Consultant <br />will advise the City of data and information the Consultant needs to perform its services. The <br />City may require a review meeting with the Consultant on occasion to evaluate the working <br />relationship between the City and the Consultant. The object of these meetings is to address any <br />problems or concerns related to the Consultant's provision of services under this Agreement. <br /> <br />Automated Meter Reading Contract <br /> <br />Page 1 of 14 <br />