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HomeMy WebLinkAboutContracts & Agreements_75-2010_CCv0001.pdf AGREEMENT TO PERFORM SCADA PROGRAMMING SERVICES FOR THE CITY OF REDLANDS WASTEWATER TREATMENT PLANT CHLORINE FLOW-PACING PROJECT "1 his agreement for SCADA programming services for the (.',itv of Redlands' wastewater treatment plant chlorine flow-pacing project ("Agreement") is rnade and entered into this 29th day of May, "()I() ("Fffective Date"),by and between the City of Redlands, a municipal corporation ("City") and 'I'esco Controls, .Inc. ("Consultant"). City and Consultant are sometimes individually referred to herein as a"Party" arid, together,as the"Parties." In consideration of the mutual promises contained herein, City and Consultant agree as follows: ARTIC1,E 1 - CQNSULT,,kNT 1.1 (:try hereby engages Consultant to perform SCADA programming services for the City's wastewater treatment plant flow-1:)-acing project (the "Services"). 1.2 the Services shall be performed by Consultant in a professional manner, and Consultant represents that it has the skill and the professional expertise necessan,to provide the Services to City at a level of competency presently maintained by other practicing professional consultants in the industry providing like and similar types of Services. ARTIC11--'_2- Sl--RVICES OF CQiNSUIJ__ZkNT 2.1 The Services that Consultant shall perform are more particularly described in Uxhibit entitled "Scope of Services,"which is attached hereto and incorporated herein by reference, 2.2 CWISUltant shall comply'W'ith applicable federal, state and local laws and regulations in the performance of the Set-vices including, but not limited to, thc : mericans with Disabilities ct, the Fair t"inploymerit and I fousing :kct and prevailing wage laws, ARTICI,F 3 - RI`SP0NSfBIl_jTIU.S OF ('I'I' 3.1 City shall make available to Consultant information in its possession that may assist Consultant in performing the Services. 3.2 Citv designates Mr. Chris Diggs as the City's representative With respect to performance of g - I the Services, and such person shall h,,.i-,,e the authority to transmit instructions, receive information,interpret and define. City's policies and 'decisions with respect to performance of the Services. ARTIC1.1,', 4- pERFORNIANC,f� QFSI*,RN7I(:,',I,',S 4.1 Consultant shall perform the Services, in a prompt arid diligent manner arid in accordance with the schedule set forth in Fxhibit "B," entitled "project Schedule." 4.2 During the term of this Agreement, City may request that Consultant perforni I.,xtra Services. -\s used herein, "Extra Services"means any work that is detern-fined n' ecessary bv pace.doc City for the Proper completion of the project or work for which the Services are being performed, but which the Parties did not reasonably anticipate would be neccssary ,it the time Ot CXCCLltl(..)tl of this Agreement. Provided the Extra Services do not exceed mentv percent (201�1'0) of the compensation to be paid by City to Consultant for the Services, such �-- 2 J Extra Services may be agreed to by the Parties by written amendment to this., p,,re -nerit, I -- A et executed by the City Manager, or duly authorized City official. Consultant shall"' I W not perform, nor be compensated for, Extra Services without such written authorization from City. AR:riCi,F,,..a- PAYMENTSTO CONSULTANT 5.1 The total compensation for Consultant's performance of the Services shall not exceed the amount of Seven Thousand Six hundred Dollars ($7,600.00). City shall pay Consultant on a time and materials basis up to the not to exceed amount, in accordance with Exhibit entitled"Project Costs,"and based upon the hourly rates shown in Exhibit"D,"entitled"Rate Schedule." Both Fxhibits "C" and "D-" are attached hereto and incorporated herein by this reference. 3.2 Consultant shall submit monthly invoices to City describing the Services performed during the preceding month, Consultant's invoices shall'include a brief description of the Services performed, the dates the Services were performed, the number of hours spent and by whom, and a description of reimbursable expenses related to the project City shall pay Consultant no later than thirty (30) days after receipt and approval by City of Consultant's invoice. v0lce. 53 All notices shall be given in writing by personal dclivervor by mail. Notices sent by mail should be addressed as follows: Cit- Consultant Chris Diggs -]errs- I forst Municipal Utilities and Frigincering Dept, Tcsc'o Controls, Inc. City of Redlands 3409 5"Ind AVetl,ae 35 Ca']oil Street, Suite 15A Sacramento,CA 95823-9012 PO Box 3005 (mailing,, Redlands, CA 92373 When so addressed, such notices shall be deerned given upon deposit in the United States Mail. Changes triay be made in the names and addresses of the person to whom notices and payments are to be given by giving notice pursuant to this section 5.3. AR11CLI.' 6- INSURANCF,AND INDL.*,MNIFI(.,ATI(.')N 6.1 Insurance. Insurance required by this Agreement shall be maintained by Consultant for the duration of its Performance of the Services. (''onsultant shall not perform any Services unless and until required insurance listed below is obtained by Consultant. Consultant shall provide City with certificates of insurance and endorsements evidencing;such insurance prior to 1:%;ca'fdJm'1Agrecments1 ESCO.11mv pace.doc commencement of the Services, insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirttl (30) days'prior written notice to City,except for ten (10) days notice for cancellation due`tc)-non--payment of prerniurn, 6.2 Workers'Coinpc �nsqtton and Employer'; Liability. Consultant shall secure and maintain Workers'Compensation and Employer's I.Jability insurance throughout the duration of its performance of the Services in accordance with the laws of the State of California,with an insurance carrier acceptable to City as described in Exhibit "F," entitled "Workers' Compensation Insurance Certification,"which is attached hereto and incorporated herein by this reference. 6.3 Hold Harmless and Indemnification. Consultant shall defend,indemnify and hold harmless City and its elected officials, employees and agents from and against any and all claims,losses or liability,including attorneys' fees,arising ig injure from injuor death to pers'oncar r damage to property occasioned by and negligent act, j omission or failure to act by Consultant,its officers,employees and agents in performing the Services. 64 Comprehensive General Liabih!�:Insurance, Consultant shall secure and maintain in force throughout the term of this Agreement comprehensive general liability Insurance with carriers acceptable to CityMinimum coverage of One Million Dollars' ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate for public liability,property- damage ma dage and personal injury is required. 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. Such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City. Certificates of insurance shall be delivered to (:try prior to cornrnencernetit of the Services. 6.5 Professional Liability Insurance, Consultant shall secure and maintain professional liability insurance throughout the term of this Agreetamountnent in the amount of One Million Dollars {$11000,000) per claim made. Certificates of insurance shall be delivered to City prior to commencement of the services. 6.6 Business tato I..,i,-tbihtv Insurance. Consultant shall have business auto liability coverage, -,k-ith minimum limits of()ue Million Dollars ($1,000,00(),, per occurrence corribined single limit for bodily injun7 liability and property damage liability. This coverage shall include all Consultant owned vehicles used in connection with (.onsultant's provision of the Services, hired and non-owned vehicles, and employee non-ownership vehicles. City shall be natned as an additional insured and a certificate of insurance and endorsement shall be delivered to City prior to commencement of the services. Such insurance shall be primary and non- contributing to any insurance or self insurance maintained by City. ARTKJJ-�,', 7 --CONFLICTS (-)FINTEREST FLSCO.flow pace.doc i.1 Consultant covenants and represents that it sloes not have any investment or interest in any real property that may be the subject of this Al Zreetnent or ani-other source: of income, interest in real property-or investment that would be affected in any manner or degree by the performance of Consultant's Services. Consultant further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perforin any Services under this Agreement. 7.2 Consultant agrees it is not a designated employee within the meaning of the Political Reform .Act because Consultant: A. Does not make or participate in; i) the making or any governmental decisions regarding approval of a rate,rule or regulation, or the adoption or enforcement of laves; (ii) the issuance,denial, suspension or revocation of permits,licenses, applications, certifications, approvals,orders or similar authorizations or entitlements; (iii) authorizing City to enter into,modify or renew a contract; (iv) granting City-approval to a contract that requires City approval and to which City is a party, or to the specifications for such a contract; (v)granting Citi-approval to a plan, design,report, studv or similar item; (vi) adopting, or granting City-approval of,policies, standards or guidelines for City or for any subdivision thereof. B. Does not serve in a staff capacity vvith Cita'and in that capacity-,participate in making a governmental decision or otherwise perform the same or substantially-the same duties for City that would otherwise be performed by an individual holding a position specified in Cite>s Conflict of Interest Code under Government Code section 87302. 7.3 In the event City-officially determines that Consultant must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests. Consultant shall file the subject Form 700 with the City Clerk's office pursuant to the written instructions provided by the Office of the City Clerk. !1RTIC l,F°i 8 -GENERAL,(]ONSI1. ER. TIONS 8.1 �ttornevs' I e:es. In the event anv action is commenced to enforce or interpret any of the: terms or conditions of this Agreement the prevailing; Party shall,in adcliti<>rs to any costs and other relief, be entitled to the recover, of its reasonable attorneys' fees,including fees for the use. of in-house counsel by a Parte'. 4 1:ca'dni+ fre nients 11:SC0,t1o\v pacc.dtvc S.? Prohibition Consultant shall not assign any of the Services, except with the prior virittt n approval of City and in strict compliance\vith the terms, and conditions of this Agreement. 8.3 Documents and Records. Project related documents,records, drawings, designs, cost estimates,electronic data files,databases and any other documents developed by Consultant in connection with its performance of the Services, and any copyright interest in such documents, shall become the property of City and shall be delivered to City upon completion of the Services, or upon the request of City. Any reuse of such documents, and any use of incomplete documents,shall be at City's sole risk. 5.4 Independent Contractor `status. Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor. Neither City nor of its agents shall have control over the conduct of Consultant or Consultant's employees, except as herein set forth. Consultant shall supple-necessary tools and instrumentalities required to perform the Services. Assigned personnel emploved by Consultant are for its account only,and in no event shall Consultant or personnel retained by it be deemed to have been emplot ed by City or engaged by City for the account of, or on behalf of City. Consultant shall have no authority,express or implied,to act on behalf of City in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind City to any obligation. K3 `Termination. A. Unless earlier terminated as provided for belotiy, this z-lgreement shall terminate upon completion and acceptance of the Sera-ices by Cite=. B. This Agreement may be terminated by Cite-,in its sole discretion, by providing thirty (30) days'prior written notice to Consultant,'dehvered by certified mil,return receipt requested) of City's intent to terminate. C. If thisagreement is terminated by City,an adjustment to Consultant's compensation shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed Services, and (?) any payment due Consultant at the tirne of termination may be adjusted to the extent of any additional costs to City-occasioned by any default by Consultant. 1.). Upon receipt of a termination notice, Consultant shall immediately discontinue its provision of the Services and,within five (S) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data,design calculations, drawings, specifications, report;,estimates, summaries and such other information and materials as may have been accumulated by Consultant in performing the Services. Consultant shall be compensated on a pro-rata basis for Services completed up to the date of termination. 1 cald.inr.A�rreellietits'I`l SC O.flo% frac .doc 8.6 and Records. Consultant shall maintain hooks,ledgers,invoices, account, and other records and document,, evidencing;costs and expenses related to the Services for a period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant pursuant to this Ajg Bement. Such book's shall be available at reasonable tunes for examination by City at the office of Consultant. 8.7 Entire Agreement/Amendment. This Atreernent,including the Exhibits herein. by reference,represents the entire, agreement and understanding;between the Parties as to the matters contained herein, and any prior negotiations,written proposals or verbal agreements relating to such matters are superseded by this Agreement. Except as otherwise provided for herein,an amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant. 8.8 Governing Lala `Phis Agreement shall be governed by and construed in accordance with the laws of the State of California. 8.9 Severabilitj-. If one or snore of the sentences, clauses,paragraphs or sections contained in this_Agreement is declared invalid,void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect,impair or invalidate the remaining sentences, clauses,paragraphs or sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement. 6 pace.doc IN %X-ITN ESS NVR6R d cluly authorized representativ,es of the City and Consultant have signed inconfirmation of this Agreement, CITY Ol, R.F,'D1,ANDS TESCO (.',ON'I-.ROI..,S, INC. Bv: G . . 13,v, Tina Kundig, Finance Director C je I lors , National Sales Manager I lor, � Attest: \\ \� . \� ty Clerk 7 1 "ldjtii\A,greI:SCO.ti(�>pace.doc EXHIBIT "A" SCOPE OF SERVICES Perforrn all necessan; programming to enable the City to dose sodium hypochlorite on a flow-pace basis at City's lift station located at Mountain View and San Bernardino Avenue that is delivered to SCE's Mountain View Power Plant. This Project shall include: • Update drawings • Configure SCADA screens to accommodate City needs • Modify and program PLC to accommodate sodium hypochlorite flow-pacing of water delivered to SCE's Mountain View Power Plant • Start-up and training pace-doc EXHIBIT "B" PROJECT SCHEDULE ­fhc duration for the Project is 45 calendar days. 9 pace,doc EXHIBIT "C" PROJECT COSTS DATE: May 18,2010 TO: City of Redlands ATTN: Rebecca Schwartz&Mark Anderson JOB NAME: City of Redlands-Automate Chlorine Injection at WV1/TP TESCO QUOTE NO: 09L016Q02 Becky, Thank you for your continued interest in TESCO products and services.We are pleased to quote the following"Scope-of- Work"to automate the chlorine pacing at the WWTP.This project includes the program modifications to the existing PLC and SCADA application to incorporate the chlorine injection at the WWTP. Item Qty. Description 1 Lot TESCO Professional Services • Engineering 0 Updated Drawings • SCADA Applications Engineer * Configure Screens * Startup,Test&Train • PLC Applications Engineer Modifications to the PLC program 11-- Modifications Test and Guarantee TOTAL FOR ITEMS: $7,600.00 TERMS: • QUOTATION FIRM FOR 30 DAYS UNLESS OTHERWISE STATED. • TESCO's price does NOT include applicable sales taxes,use taxes and applicable fees. • TESCO price is FOB factory,full freight allowed. • TESCO warranties against defect in design workmanship and materials for a period of one year from date of installation,and does not exceed 18 months from the date of shipment from the factory. TESCO carries liability insurance,with full workman's compensation coverage. If you have any questions,comments,or if we can be of further assistance,please contact us. Sincerely, Don Sena Design-Build/Sales Department 10 I:ca ctiiii'Agrecineiits'"I'LSC'O,tlo,�%,pace,doc EXHIBIT "D" RATE SCHEDULE STA'\'DARD PROFESSIONAL RATES: The following are TESCO's current professional services rates including reduced rates for current service contract holders. Professional Services Standard Rate Reduced Rate Senior System Analyst $180 $165 Communications Engineer/Specialist $145 $125 Professional Engineering Services $165 $135 Senior Project Manager $165 $135 Project Manager $145 $135 Senior Project Engineer $165 $135 Project Engineer $145 $125 Engineer I Designer $130 $105 Drafter/Designer $110 $90 Engineering Support $too $80 Senior PLC Applications Programmer $165 $135 PLC Applications Programmer $145 $125 Senior SCADA Applications Programmer $165 $135 SCADA Applications Programmer $145 $125 Senior Field Service Engineer $165 $135 Field Service Engineer/Specialist $145 $125 Factory Repairs $105 $85 Please note: Normal working hours are Monday through Friday,8:0o a.m.to 5:00 P.m.Overtime at one and one-half the standard rate is billed for services outside the normal working hours,excluding weekends and holidays Saturday working hours are billed at one and half times the standard rates. Sunday working hours are billed at two times the standard rates. Holiday working hours are billed at two times the standard rates. The above rates are billed one-hour minimum and in 15-minute increments. Portal-to-portal travel time is billed at the indicated hourly rate,plus S0.65 per mile. Actual travel expenses(airfare,ground transportation,lodging,meals,etc.)are billed at cost plus 2o%, Authorized parts and components and third party services will be billed separately at cost plus 20%for sen,ice and handling. 1:"ca;diiii,,Ai,-i�ceiiieiits�'I'l,'S('(,).floe pace-doc EXHIBIT "E" WORKERS* COMPENSATION INSURANCE CERTIFICATION SCADA PROGRAMMING SERVICES FOR THE CITY OF REDLANDS WASTEWATER TREATMENT PLANT CHLORINE FLOW-PACING PROJECT Every- employer except the State, shall secure the payment of compensation in one or more of the following ways: (a) Tay being insured against liability to pay compensation in one or more insurer duly authorized to write compensation insurance in this State. (b) By securing from the Director 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. I am aware of the provisions of Section 3700 of the Labor Code which requires every emplo}ger to be insured against liability for\lorkers'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 Services of this Agreement. (Labor Code x,1861;. Tesco Controls,Inc. BN-: t� jerrr orst Date: I .c =i =: r nets'°•."1 I: C`().t7c> l?_ pace,do c: