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Vendor
Subject
Department
Status Code
Amount
Begin Date
End Date
Review Date
Insurance
Comments
Contract Number 4392
TECHNICAL SYSTEMS INC
Water System Scada Services
Water Resources
PRO File Class LEG 12-1
$15000.00
10/09/2003
10/08/2004
02/15/2006
GL
AL
E&O
$1000000.00
$1000000.00
$
Insurance Total
Insurance Review Date
$2000000.00
04/01/2004
VAULT 01/01/2006
PROFESSIONAL SERVICES AGREEMENT
Water System SCADA Services
The City of Bremerton ("City") and Technical Systems, Inc. ("Consultant"), referred to
collectively as the "Parties," enter into the following Agreement for professional services:
I. Scope: The Consultant agrees to perform the services more specifically described in the
Scope of Work attached hereto as Exhibit A, which is incorporated by reference herein. The
Scope of Work may be modified only pursuant to Section VII.H. of this Agreement. If the Scope
of Work provides for unspecified additional services such services shall only be performed upon
the express written request of the City. Consultant further represents that the services furnished
under this Agreement will be performed in accordance with generally accepted professional
practices in effect at the time such services are performed.
II. Term: The City and the Consultant agree that work will begin on the tasks described in
Exhibit A immediately upon execution of this Agreement. The parties agree that the work
described in Exhibit A is to be completed as provided for in the work schedule contained in
section 6 of Exhibit A; provided however, that additional time shall be granted by the City for
excusable delays or extra work as provided for in section IX (A) of this agreement.
IlL Compensation: In consideration of the services provided pursuant to this Agreement, the
City shall pay Consultant in an amount not to exceed $15,000. Consultant's charges and bills
shall conform to the fee schedule contained in section 7 of Exhibit A and incorporated herein by
this reference.
The Consultant shall submit regular billing statements detailing work performed and
amount charged on each task or portion thereof. The descriptions shall conform to and fall
within the categories set out in the Scope of Work and/or Fee Schedule. Upon receipt of a
conforming billing statement, the City shall promptly process payment. PROVIDED,
HOWEVER, the City reserves the right to prioritize scoped work and accelerate and/or delay
work tasks under the time frame set forth in Section II herein. The Consultant's labor rates and
billing fees shall be as delineated in Exhibit A.
Consultant shall not perform work beyond the Scope of Work, nor shall be compensated
for such work, unless the Scope of Work or amount of compensation is modified pursuant to this
Agreement. Consultant shall only be compensated for additional services if requested pursuant
to Section I and, if not otherwise provided, such compensation shall be in accordance with
Exhibit A.
If a billing statement does not conform to this Agreement, the City may withhold
payment until the statement is brought into compliance. Such withholding does not relieve
Consultant of its obligations under this Agreement.
IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed
in the Scope of Work and is performing independent functions and responsibilities within its
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field of expertise. Consultant and its personnel are independent Consultants and not employees
of the City. Consultant and its personnel have no authority to bind the City or to control the
City's employees and other Consultants. None of the benefits provided by the City to its
employees, including, but not limited to, compensation, insurance, and unemployment insurance
are available from the City to the employees, agents, representatives, or sub-Consultants of the
Consultant. Consultant will be solely and entirely responsible for its acts and for the acts of
Consultant's agents, employees, representatives and sub-Consultants during the performance of
this Agreement. The City may, during the term of this Agreement, engage other independent
Consultants to perform the same or similar work.
As an independent Consultant, Consultant is responsible for its own management. The
City's administration and enforcement of this Agreement shall not be deemed an exercise of
managerial control over Consultant or its personnel.
As an independent Consultant, Consultant is responsible for payment of all taxes and
licensing fees necessary to perform its obligations under this Agreement. These taxes and fees
include but are not limited to State industrial insurance, Business & Occupation, State
professional licensing, and City business licensing. If any taxes or fees due the City have been
declared delinquent, the City may withhold the delinquent amount, plus any additional charges
arising from the delinquency, from any payments due Consultant.
V. Indemnification: Consultant shall defend, indemnify and hold the City, its officers,
officials, employees, agents and volunteers harmless from any and all claims, injuries, damages,
losses or suits, including all legal costs and attorney fees, arising out of or in connection with the
performance of this Agreement, except for that portion of the injuries and damages caused by the
City's sole negligence.
The City's review or acceptance of any of the work when completed shall not be grounds
to avoid any of these covenants of indemnification.
Should a court of competent jurisdiction determine that this Agreement is subject to
RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the Consultant
and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability
hereunder shall be only to the extent of the Consultant's negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S
WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY
FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER
ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER.
The provisions of this section shall survive the expiration or termination of this Agreement.
VI. Insurance: The Consultant shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which may arise from or in
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connection with the performance of the work hereunder by the Consultant, its agents,
representatives, employees, sub-consultants or sub-Consuitants.
Before beginning work on the project described in this Agreement, the Consultant shall
provide a Certificate of Insurance evidencing:
1. Automobile Liabili .ty insurance with limits no less than $1,000,000 combined single
limit per accident for bodily injury and property damage; and
2. Commercial General Liability insurance written on an occurrence basis with limits no
less than $1,000,000 combined single limit per occurrence and general aggregate for
personal injury, bodily injury and property damage. Coverage shall include but not be
limited to: blanket contractual; products/completed operations/broad form property
damage; explosion, collapse and underground (XCU) if applicable; and employer's
liability; and
3. Excess Liability insurance with limits not less than 1,000,000 limit per occurrence and
aggregate.
4. Professional Liability insurance with limits no less than $1,000,000 limit per
occurrence/claim.
Any payment of deductible or self insured retention shall be the sole responsibility of the
Consultant.
All required policies shall be provided on an "occurrence" basis except professional
liability insurance (if required), which may be provided on a "claims-made" basis.
The City shall be named as an additional insured on the Commercial General Liability
insurance policy, as respects work performed by or on behalf of the Consultant and a copy of an
endorsement that is acceptable to the City, which names the City as an additional insured shall be
attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of
all the required insurance policies and endorsements. The City further reserves the right to reject
any unacceptable policies and/or endorsements.
The Consultant's Commercial General Liability insurance shall contain a clause stating
that coverage shall apply separately to each insured against whom claim is made or suit is
brought, except with respects to the limits of the insurer's liability.
The Consultant's insurance shall be primary insurance as respects the City and the City
shall be given thirty (30) days prior written notice by certified mail, remm receipt requested, of
any cancellation, suspension or material change in coverage.
The City also reserves its unqualified right to require at any time and for any reason,
proof of coverage in the form of a duplicate of the insurance policy with all endorsements as
evidence of coverage.
VII. General Conditions:
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A. Reports and Information: When requested by the City, Consultant shall fumish
periodic reports and documents on matters covered by this Agreement. The reports and
documents shall be furnished in the time and form requested. Consultant shall maintain
accounting records in accordance with Generally A~ccepted Accounting Principles (GAAP) to
substantiate all billed amounts.
B. Ownership and Use of Records and Documents: Original documents, drawings,
designs and reports, including those in electronic format, developed under this Agreement are the
property of the City. All written information submitted by the City to the Consultant in
connection with the services performed by the Consultant under this Agreement will be
safeguarded by the Consultant to at least the same extent as the Consultant safeguards like
information relating to its own business. If such information is publicly available or is already in
Consultant's possession or known to it, or is rightfully obtained by the Consultant fi.om third
parties, Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise.
All data, documents and files created by Consultant under this Agreement may be stored
at Consultant's office in Lynnwood, Washington. Consultant shall make such data, documents,
and files available to the City upon its request at all reasonable times for the purpose of editing,
modifying and updating as necessary until such time as the City is capable of storing such
information in the City's offices. Duplicate copies of this information shall be provided to the
City upon its request, and at reasonable cost.
All documents, including all reports, drawings, specifications, computer software or other
items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service
with respect to the project and are the property of the City. Any reuse by the City for other than
the specific purpose intended will be at City's sole risk.
C. Consultant to Maintain Records to Support Independent Consultant Status: On the
effective date of this Agreement (or shortly thereafter), Consultant shall:
1. File a schedule of expenses with the Internal Revenue Service for the type of
business Consultant conducts;
2. Establish an account with the Washington State Department of Revenue and other
necessary state agencies for the payment of all state taxes normally paid by
employers, register to receive a unified business identifier number from the State
of Washington; and
3. Maintain a separate set of books and records that reflect all items of income and
expenses of Consultant's business, all as described in the Revised Code of
Washington (RCW) Section 51.08.195, as required to show that the services
performed by Consultant under this Agreement shall not give rise to an employer-
employee relationship between the parties which is subject to RCW Title 51,
Industrial Insurance.
D. Work Performed at Consultant's Risk: Consultant shall take all precautions necessary
and shall be responsible for the safety of its employees, agents, and sub consultants in the
performance of the work hereunder and shall utilize all protection necessary for that purpose.
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All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss
of or damage to materials, tools, or other articles used or held for use in connection with the
work.
E. Place of Work: The Consultant shall perform the work authorized under this
Agreement at its offices in Lynnwood, Washington or on site in Bremerton. Meetings with the
City staff as described in Exhibit A, Scope of Work, shall take place at the City's offices, or at
locations mutually agreed upon by the parties.
F. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement
between the Parties, and the Parties acknowledge that there are no other agreements, written or
oral, that have not been set forth in the text of this Agreement.
G. Severability: Should any part of this Agreement be found void, the balance of the
Agreement shall remain in full force and effect.
H. Modification: This Agreement may only be modified by written instrument signed by
both Parties.
I. Written Notices: All communications regarding this Agreement shall be sent to the
parties at the addresses listed below by registered or 1st class mail, or by personal service, and
shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement
or such other address as may be hereafter specified in writing.
City Address Consultant Address
Kathleen Cahall Glenn Lee
City of Bremerton Public Works and Utilities Technical Systems, Inc.
3027 Olympus Drive 2303 196th Street
Bremerton, WA 98310 Lynnwood, WA 98036
J. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a
waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be
deemed waiver of any other fight or power.
K. Non-Waiver of Breach: The failure of the City to insist upon strict performance of
any of the covenants and agreements contained heroin, or to exercise any option herein conferred
in one or more instances shall not be construed to be a waiver or relinquishment of said
covenants, agreements or options, and the same shall be and remain in full force and effect.
L. Compliance with Laws: Consultant shall comply with all applicable Federal, State, and
local laws in performing its obligations under this Agreement.
M. Choice of Law and Venue: This Agreement shall be interpreted according to the laws
of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement
shall be brought in Kitsap County Superior Court.
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N. Attorneys' Fees: In the event of litigation to enforce any of the terms or provisions
herein, each party shall pay all its own costs and attorney's fees.
O. Assignment: Any assignment of this agreement by the Contractor without the written
consent of the City shall be void.
VIII. Nondiscrimination: Consultant shall not discriminate in employment or services to the
public on the basis of race, color, national origin, sex, religion, age, marital status, or disability,
except for employment actions based on bona fide occupational qualification.
IX. Termination: This Agreement may be terminated, at will, by either Party upon sixty (60)
days notice to the other Party. This Agreement may be immediately terminated for cause by a
Party if the other Party substantially fails to perform through no fault of the terminating Party,
and the non-performing Party does not commence correction of the failure of performance within
thirty (30) days of the terminating Party's sending notice to the non-performing Party. Notice by
Consultant shall include a report showing the status of all items listed in the Scope of Work
current through the termination date.
If the City receives reimbursement by any federal, state, or other source for work described in
Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is
cancelled or substantially reduced after the execution date of this Agreement and prior to the
completion of the work, the City may summarily terminate this Agreement. Termination shall be
effective ten calendar days after Consultant's receipt of the written notice by certified mail.
A. Excusable Delays: The right of Consultant to proceed shall not be terminated nor shall
Consultant be charged with liquidated damages for any delays in the completion of the work due
to: 1) any acts of the federal government in controlling, restricting, or requisitioning materials,
equipment, tools, or labor by reason of war, national defense, or other national emergency; 2)
any acts of the City, its consultants, or other public agencies causing such delay; and 3) causes
not reasonably foreseeable by the parties at the time of the execution of the Agreement that are
beyond the control and without the fault or negligence of the Consultant, including, but not
restricted to, acts of God, fires, floods, strikes, or weather of unusual severity. PROVIDED,
HOWEVER, that the Consultant must promptly notify the City within ten (10) calendar days in
writing of the cause of the delay. If, on the basis of the facts and the terms of this Agreement,
the delay is properly excusable, the City shall, in writing, extend the time for completing the
work for a period of time commensurate with the period of excusable delay.
B. Rights Upon Termination: In the event of termination, the City shall pay for all
services performed by the Consultant to the effective date of termination, as described on a final
invoice submitted to the City. After termination, the City may take possession of all records and
data within the Consultant's possession pertaining to this project which may be used by the City
without restriction. Any such use not related to the project which Consultant was contracted to
perform shall be without liability or legal exposure to the Consultant.
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CITY OF BREMERTON CONSULTANT
its: ~Or its: q,'~-~e¢,'~e~ '
Approved as to form: Attest:~"~ ~fi~ /
Bremerton City Attorney L6f(y-C~k - / .... ' -
RSLEGAL\Contracts~FORM S~Professional Services Agreement Form (2003).doc
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EXHIBIT A
CITY OF BREMERTON
WATER RESOURCES DIVISION
HARDWARE ENGINEERING & SOFTWARE PROGRAMMING SERVICES
SCOPE OF WORK
PROFESSIONAL SERVICES AGREEMENT
The purpose of this contract is for routine periodic hardware engineering and software
programming services and other on-call services and repairs for the City of Bremerton
water system. The contractor was chosen as having expertise and experience for
providing hardware engineering and software programming services. Funds for this
purpose are authorized annually through the Water Utility budget.
1. Scope of Work
The contractor has provided the following services for Bremerton water facilities. This
contract provides for a continuation of those types of on-call services. All services listed
below shall be termed "work" herein.
· Hardware design layout
· Hardware engineering
· Shop fabrication services
· Software programming
· SCADA screen development
· Calibration services
· Troubleshooting
· Programming of RTUs, MTUs, and PLCs
· Process control design
· Remote modem access for quick diagnosis and customer support
· Routine maintenance
· On-site installation and repair resoumes
· Other similar work
2. Responsibilities of Contractor
Contractor shall perform work in accordance with the following standards:
· Obtain all necessary permits
· All work shall be performed by authorized and qualified personnel
· Maintain a clean environment
· All work shall be performed in accordance with local, state, and federal codes,
including OSHA confined space entry regulations and respiratory protection
program.
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· All necessary services shall be performed by prior arrangement and as agreed to
by the City's Project Manager.
3. Examination by the City of Bremerton
Work under this contract shall be subject to review and examination by the City at all
times, and shall be subject to its approval. Contractor shall periodically confer with the
City during the course of work, and shall be subject to the direct administration of the
City. Contractor shall prepare and present any information and materials (e.g., a
detailed outline of completed work) as may be pertinent, necessary, or requested by the
City to determine the adequacy of the work as it progresses or to determine contractor's
progress.
The making (or failure or delay in making) such examination shall not relieve contractor
of responsibility for performance of services in accordance with this Agreement.,
notwithstanding the City's knowledge of defective or noncomplying performance, its
substantially or the ease of its discovery. Contractor shall provide the City sufficient,
safe, and proper facilities and equipment for such inspections and free access to such
facilities.
4. Record Keepin.q
Contractor shall promptly fumish the City with such information related in the service as
may be requested by the City. Until the expiration of 12 months after final payment of
the compensation payable under this Agreement, contractor shall provide City access to
(and City shall have the right to examine, audit, and copy) all of contractor's books,
documents, papers and records which are related to the services or this Agreement.
$. Property and Confidential Information
Contractor shall not, without the prior written consent of the City, disclose to third parties
any information received in connection with the service unless:
· Information is known to contractor before receiving the same directly or
indirectly in connection with the services;
· Information is in the public domain at the time of disclosure by contractor; or
· Information is received by contractor from third party who does not have an
obligation to keep the same confidential.
6. Work Schedule
The term of this contract shall be one (1) year starting on effective contract date.
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Contractor shall begin services after the effective date of the contract. The work
performed shall proceed throughout the term of the contract, or completed according to
the time schedule and established completion time contained in work orders or as
otherwise agreed in writing.
Established completion times shall not be extended because of any unwarranted delays
for which the contractor is responsible, but may be extended by the City because of
delays caused by governmental action or other conditions beyond the control of the
contractor. During the progress of contractor's work, contract may adjust the work force
to meet the schedule; but time adjustments may be made only upon written approval by
the City.
7. Fee Schedule
The City of Bremerton agrees to employ contractor to provide materials and to do and
cause to be done the work provided for in this contract to complete and finish the same
according to this contract, including all attachments, which are inco~ 3orated herein by
this reference.
The following is a list of hourly rates for Project Management, Professional and
Project/Software Engineering, Field Service, Shop Fabrication and Repair, Drafting, and
Engineering Support services.
Project Manager/Registered Professional Engineer $105.00 per Hour
Project Engineer/Software Engineer $95.00 )er Hour
Field Engineer/Technician $80.00 )er Hour
Shop Technician/Shop Repair $60.00 )er Hour
Auto-Cad Design & Drafting $55.00 )er Hour
Documentation $55.00 )er Hour
Clerical $45.00 )er Hour
Auto-Cad Printer Plots on Paper $ 5.00 each
Services in excess of 10 hours per day, Monday through Friday, will be billed at 1.5
times the hourly rate. Saturdays, Sundays, and all business holidays will be billed at 2
times the hourly rate. Emergency services are billed at a minimum of four (4) hours
plus $100.00 which is paid to the on call technician or engineer. All travel time will be
billed, portal to portal, at the hourly rate in effect on the day of travel.
Services will be billed via invoice, with field service reports, every two (2) weeks. All
vehicle travel and meal expenses are included in the hourly rate. All other expenses,
(hotel, airline, rental car, etc.), will be billed at documented cost plus a 10% service
charge. All invoices are Net 30 days.
Panel fabrication is F.O.B. Lynnwood, Washington.
All prices are net prices and do not include any State, local or use taxes.
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Prices are valid for a period of 60 Days unless specified.
Technical Systems inc. warrants defects in material and workmanship for systems
supplied by Technical Systems Inc. for a period of one (1) year beginning on the date
of shipment. Individual component warranties will be limited to the published warranty
for the component purchased and supplied by Technical Systems Inc. All published
warranties provided by the component manufacturers will be assigned, in their entirety,
to the end user. No warranties are verbally expressed or implied. Defective materials
or workmanship will be repaired or replaced free of charge during the warranty period.
Labor, travel and other expenses to repair or replace components at the end user's
facility will be billed to the end user in accordance with the above Standard Labor
Policy.
· Emergency Field Services: Emergency Field Services will be billed at a
minimum of four (4) hours plus $100.00, which is paid to the on-call technician.
· Travel Time: All travel time will be billed, portal-to-portal, at the houdy rate in
effect on the day of travel.
· Vehicle Travel and Meal Expenses: Vehicle travel and meal expenses are
included in the hourly rate listed above.
· Service Response Time: City shall have access to a twenty-four hour per day,
7-day per week, toll-free emergency telephone number.
Contractor shall respond by phone to all service calls within two (2) business
hours of receiving a call from the City Project Manager.
The City has the option to request a faster response time when the need
adses; however, the City shall compensate the contractor for reasonable
costs incurred to provide the faster response.
· Parts: Any additional charges, such as pads and materials, shall be itemized
separately and authorized by the City Project Manager. Materials and pads are
not pad of this contract.
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