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HomeMy WebLinkAboutContracts & Agreements_66-2017 AGREEMENT FOR SCADA INSTALLATION AND INTEGRATION SERVICES This agreement to provide SCADA installation and integration services ("Agreement") is made and entered into this IS"' day of April, 2017 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City"), and TESCO Controls Inc ("Contractor ) City and Contractor are sometimes individually referred to herein as a "Party" and, togethei, as the "Parties " In consideration of the mutual promises contained herein, City and Contractor agree as follows ARTICLE 1 - ENGAGEMENT OF CONTRACTOR 1 1 City hereby retains Contractor to supply SCADA installation and integration services for City's water utility (the"Services") 12 Contractor and its subcontractors shall possess all appropriate State contractors' licenses required for the performance of the Services, and shall not be debarred pursuant to Labor Code sections 1777 1 and 1777 7 ARTICLE 2 - RESPONSIBILITIES OF CONTRACTOR 21 The specific Services which Contractor shall perform are more particularly described in Exhibit"A," which is attached hereto and incorporated herein by this reference 22 Contractor shall comply with all applicable federal, state and local laws and regulations in the performance of the Services including, but not limited, to all applicable Labor Code and prevailing wage laws and non-discrimination.laws,and the Americans with Disabilities Act Pursuant to Labor Code section 1773 2, copies of the prevailing rates of per diem wages as determined by the Director of the California Department of Industrial Relations for each craft, classification or type of worker needed to perform the Services are on file at City's Municipal Utilities and Engineering Department, located at the Civic Center, 35 Capon Street, Suite 15A(Marling P O Box 3005), Redlands, California 92373 23 Contractor acknowledges that if it violates the Labor Code provisions relating to prevailing wages that City may enforce such provisions by withholding payments to Contractor or its subcontractors pursuant to Labor Code section 1771 6 24 If Contractor executes an agreement with a subcontractor to perforin any portion of the Services, Contractor shall comply with Labor Code sections 1775 and 1777 7, and shall provide the subcontractor with copies of the provisions of Labor Code sections 1771, 1775, 1776, 1777 5, 1813 and 1815 Contractor acknowledges that the statutory provisions establishing penalties for failure to comply with state wage and hour laws and to pay prevailing wages may be enforced by City pursuant to Labor Code sections 1775 and 1813 1 C Icaldjm\Agreements\Water SCADA Upgrade 2017 docx 25 Contractor and its subcontractors shall comply with the provisions of Laboi Code section 1776 regarding payroll records maintenance, certifications, retention and inspection 26 Contractor acknowledges that eight (8) hours constitutes a legal day's work pursuant to Labor Code section 1810 27 Contractor shall comply with the provisions of Labor Code section 1777 5 as to apprenticeships, and Labor Code sections 1771, 1775, 1776, 1777 5, 1813 and 1815 28 Contractor shall guarantee the Services against defective materials or workmanship for a pet iod of(1)year from the date of City's issuance of a Notice of Completion for the Services, except where longer warranty periods are specifically provided by manufacturer of equipment installed in connection with the provision of the Services During the (1) one year warranty period, should Contractor fail to remedy defective material and/or workmanship, or to make replacements within five(5)days after written notice by City, it is agreed that City may make such repairs and replacement and the actual cost of the required labor and materials shall be chargeable to and payable by Contractor All work which has been refected by City, shall be remedied, or removed and replaced by the Contractor at its own expense Any defective material or workinanship which may be discovered before final acceptance of the Services or within (1)one year from the completion date specified in the Notice of Completion shall be corrected immediately by Contractor at its own expense notwithstanding that such defects may have been overlooked in previous inspections and estimates Failure to inspect work at any stage shall not relieve the Contractor from any obligation to perform sound and reliable work as herein described It is Contractor's responsibility to deliver at the time of final acceptance a completed project that complies in all details with this Agreement City will endeavor to locate any errors or defective materials or workmanship and call them to the attention of Contractor prior to subsequent work being performed However. City is under no obligation to do so and shall not be held liable because errors or defective material or workmanship by Contractor are not discovered prior to subsequent work Nothing in this section shall be construed to limit the rights of City to immediately correct conditions which may be unsafe or which may pose a public health nuisance Should said conditions later be found to be caused by defective material and/or workmanship, Contractor and its surety shall reimburse City for all costs reasonably incurred by City to correct such conditions within thirty(3 0)days of the date of City s written notice to Contractor of the same ARTICLE 3 - PERIOD OF SERVICE 3 1 Contractor shall commence the Services upon City's delivery to Contractor of a written "Notice to Proceed" 32 Contractor shall complete the Services in a prompt and diligent manner after the date of the 2 1 1ca\djm\Agreements\Water SCADA Upgrade 2017 docx City's issuance to Contractor of the Notice to Proceed ARTICLE 4 - PAYMENT AND NOTICE 41 City shall pay Contractor the sum of Eighty Three Thousand Thiee Hundred Seventy Five Dollars ($83,375 00) as complete compensation for the Services, upon completion of the Services to the satisfaction of City 42 Subject to Section 4 1, above, payment by City to Contractor shall be made within thirty (30) days after City's receipt and approval of Contractor's invoice, by warrant payable to Contractor 43 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (i) on the date of delivery in person,(ii)five(5) days after deposit in first class registered mail,with return receipt requested, (iii) on the actual delivery date if deposited with an overnight courier, or (iv) on the date sent by facsimile,if confirmed with a copy sent contemporaneously by first class, certified, registered of express mail, in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this Section City Contractor Chris Diggs Jerry Horst �?? Municipal Utilities and Engineering TESCO Controls, Inc City of Redlands 42015 Renungton Avenue, Suite 35 Capon Street, Suite 15A Temecula, CA 92590 P O Box 3005 (mailing) Redlands, CA 92373 ARTICLE 5 - INSURANCE AND INDEMNIFICATION 5 1 All insurance required by this Agreement shall be maintained by Contractor throughout Contractor's performance of the Services, and shall be primary with respect to City and non-contributing to any insurance or self-insurance maintained by City 52 Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Contractor is self-insured or exempt from the workers' compensation laws of the State of California Contractor shall provide City with Exhibit "B," entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference prior to performance of the Services 5 3 Contractor shall secure and maintain in force throughout its performance of the Services 3 1 kaldjnM.oreements\Water SCALA Upgrade 2017 docx comprehensive general liability insurance,with carriers acceptable to City, with minimum coverage of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000)aggregate for public liability,property damage and personal injury City shall be named as an additional insured and the insurance policy shall include a provision prohibiting modification of coverage limits or cancellation of the policy except upon thirty (30)days prior written notice to City A certificate of insurance and endorsements shall be delivered to City prior to commencement of the Services 54 Contractor shall secure and maintain in force throughout its performance of the Services business automobile liability coverage, with minimum limits of One Million Dollars ($1,000,000)per occurrence, combined single limit for bodily injury liability and property damage liability This coverage shall include all Contractor owned vehicles used for the Services, hired and non-owned vehicles, and employee non-ownership vehicles City shall be named as an additional insured and the insurance policy shall include a provision prohibiting modification of coverage limits or cancellation of the policy except upon thirty (30)days prior written notice to City A certificate of insurance and endorsements shall be delivered to City prior to commencement of the Services 55 Contractor shall indemnify, hold harmless and defend City and its elected officials, employees and agents from and against any and all claims, losses and liability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by any negligent or intentionally wrongful act or omission of Contractor, and its officers, employees and agents, in performing the Services 56 Contractor is expressly prohibited from assigning any of the work associated with the Services without the prior written consent of City In the event of agreement by the Parties to assign a portion of the Services, Contractor shall add the assignee as an additional insured to its insurance policies and provide City with the insurance endorsements prior to any work being performed by the assignee Assignment does not include printing or other customary reimbursable expenses that may be provided for in this Agreement ARTICLE 6 - GENERAL CONSIDERATIONS 61 In the event any action is commenced to enforce of interpret any of the terms of conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to recover its reasonable attorneys' fees, including fees for the use of in-house counsel by a Party 62 All documents, records, drawings, electronic data files and data base, photographic prints and negatives, designs and specifications, cost estimates, and other documents developed by Contractor for the Services shall become the property of City and shall be delivered to City upon completion of the Services 63 Contractor is, for all purposes under this Agreement, an independent contractor with respect to the performance of the Services and not an employee of City All personnel 4 1 IcaWjm\A,greementslwater SCADA Upgrade 2017 doex employed by Contractor to perform the Services are for Its account only, and in no event shall Contractor or any personnel retained by it be deemed to have been employed by City oI engaged by City for the account of, or on behalf of, City Nothing in this Agreement shall be considered to create the relationship of employer and employee between the Parties 64 Unless earlier terminated as provided for below, this Agreement shall terminate upon completion and acceptance of the Services by City 65 City may terminate this Agreement for any reason, at any time at its sole discretion, upon two (2) calendar days prior written notice to Contractoi 66 Upon receipt of a termination notice, Contractor shall (1) promptly discontinue all work associated with the Services and(2) deliver or otherwise make available to City, copies of any data, design calculations, drawings, specifications, reports, estimates, summaries, and such other information and materials as may have been accumulated by Contractor in performing the Services Contractor shall be compensated on a pro-rata basis for any work completed up until notice of termination 67 This Agreement, including the exhibits Incorporated by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein and any prior negotiations, proposals and agreements relating to the subject matter hereof are superseded by this Agreement Any amendment to this Agreement shall be in writing and approved by City and Contractor 68 This Agreement shall be governed by and construed in accordance with the laws of the State of California S I Icaldlm\Agreements\Water SCADA Upgrade 2017 docx IN WITNESS WHEREOF, duly authorized representatives of the Parties have signed in confirmation of this Agreement CITY OF REDLANDS TESCO Controls, Inc B � Y Paul W Foster, Mayor Jerry Horst, at nal Ss Manager ATTEST• J e Donaldson, City Clerk 6 1 IcaldjmlAgreementslWater SCADA Upgrade 2017 doex EXHIBIT "A" Scope of Services Contractor shall be to upgrade the existing legacy WW InTouch SCADA system to a new VMWare ESXr virtual system The upgrades will be performed at both the HAWC and Tate WTP locations The services shall be as follows ■ At both locations, replace the physical servers (2 at HAWC and 1 at Tate) with VMWare ESXi hosts and recreate the existing servers as VM's on these hosts ■ At HAWC, a Domain Controller VM will be created and the new VMs for SCADA Servers 1 and 2 as well as the SCADAHDS will be horned to this domain to resolve a longstanding issue with RDS functionality in this system ■ At HAWC, address the falling hardware on the existing parr of Legacy WW InTouch servers that are polling the remaining Mosead sites via serial that have not yet been transitioned to the new SCADA System Due to the hardware currently failing on both of these servers, the legacy system would be restored as a single VM converted to the latest version of InTouch and ran on server 2012R2 This SCADA VM would remain separate from the new SCADA system until the sites can be brought into the new system at some future point To poll the existing serial network, there is a Drgr that was installed with the new SCADA system but never provisioned for production It is located at the HAWC facility in the same server rack as the new SCADA Physical servers The Drgr would be set up so that we can poll it via Modbus Ethernet from the SCADA side to access the PLCs on the existing serial network For visualization, a 3rd Dell Wyse Thin Client will be purchased and installed at HAWC to access the legacy WW InTouch application ■ A Network Attached Storage Device(NAS)will be located at each facility(HAWC and Tate) and will contain backups of the VMs on an NFS configured data store as well as all current configuration backups and software necessary to restore the VM Applications SCADA Hardware and Software for Highland Ave and Tate WTP to Include ■ Qty of(3)Dell PowerEdge Serres Servers with Intel Xeon processor, 64GB memory,ESXI v6 0, Qty (2) 1TB hard drives with RAID 1, DVD -/-RW, Dual hot plug power supply, ■ Qty of(2) QNAP Ts-435 series network attached storage (NAS) device, each with (2) 2TB Western Digital hard drives with RAID 1, ■ Qty of(1) Wyse 7010 thin client with 24" monitor, ■ Qty of(3) Microsoft Windows Server 2012 R2 operating system packages Professional Services ■ Engineering &Project Management, ■ SCADA Programming to include Vrrtualrzed architecture setup, convert and re-create new SCADA VM's, setup and test drgi with legacy WW application, test WIN911, hot stand-by and RDS functionality, perform commissioning of new system at both locations, and perforrn full system testing, ■ Onsite Training EXHIBIT "B" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employee,except the State,shall secure the payment of compensation in one or more of the following ways (a) By bemg insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State (b) By securing from the Directoe of Industrial Relations, a certificate of consent to self-insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self-insure and to pay any compensation that may become due to his or her employees CHECK ONE I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement (Labor Code §1861) I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self-insure, or a certification of workers' compensation insurance I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct TESCO Controls, Inc Date 00/7 B�J;r4yHo7r , National Sales Manager