HomeMy WebLinkAbout4781 Contract Number: 4781 �
�
Vendor: L2 SYSTEMS LLC �
Subject: Goods & Services - Water System Hardware & Software
Department: Water Resources
File Class: LEG 12-1 .
Begin Date: O1/08/2009
End Date: 12/31/2009
Review Date: 02/15/2011 �
Vault Date: O1/Ol/2011
Comments:
GOODS AND SERVICES AGREEMENT
WATER SYSTEM HARDWARE AND SOFTWARE PROGRAMMING SERVICES
THIS AGREEMENT is entered into between the City of Bremerton, a Washington Municipal Corporation ("City"), and L2
Systems, LLC ("Vendor"), whose mailing address is: 2420 B 38th Street, Everett, W A 9820 I.
The parties agree as follows:
1. VENDOR SERVICES. The Vendor shall provide the following goods and materials andlor perform the following services for the
City as described in Exhibit A.
2. TIME OF COMPLETION. Vendor shall complete the work and provide all goods, materials and services within the calendar
year 2009 from the date all parties have signed this Agreement.
3. COMPENSATION. The City shall pay the Vendor the total amount not to exceed $25,000 for calendar year 2009, including
applicable Washington State Sales Tax, for the goods, materials and services contemplated in this Agreement. The City shall pay the
Vendor amounts according to the schedule described Exhibit B.
A. Defective or Unauthorized Work. The City reserves its right to withhold payment from Vendor for any defective or
unauthorized goods, materials or services, If V end or is unable, for any reason, to complete any part ofthis Agreement,
the City may obtain the goods, materials or services by Agreement or otherwise, and Vendor shall be liable to the City for
any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and
attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its
right to deduct the cost to complete this Agreement, including any Additional Costs, from any and all amounts due or to
become due the Vendor.
4. INDEPENDENT VENDOR. Vendor is and shall be at all times acting as an independent vendor and not as an employee of the
City. The Vendor shall secure at its expense, and shall be responsible for all payments of income tax, social security, state disability
insurance compensation, unemployment compensation, and all other payroll deductions for the Vendor, officer, agents, employees and sub-
contractors, The Vendor shall also secure all applicable business licenses, if required, in connection with the contract services, including all
required licenses for Vendor's officers, agents, employees and sub-contractors.
5. TERMINA TION. The City may terminate this Agreement for good cause, "Good cause" shall include, without limitation, any
one or more of the following events:
A. The Vendor's refusal or failure to supply a sufficient number of properly skilled workers or proper materials for
completion of this Agreement.
B. The Vendor's failure to complete this Agreement within the time specified in this Agreement.
C. The Vendor's failure to make full and prompt payment b subcontractors or for material or labor.
D. The Vendor's failure to complete with federal, state or local laws, rules or regulations.
E. The Vendor's filing for bankruptcy or becoming adjudged bankrupt.
If the City terminates this Agreement for good cause, the Vendor shall not receive any further monies due under this Agreement
Goods and Services Agreement Page 1 of 10
L2, LLC
until the goods, materials and services required by this Agreement are completed and fully perfonned.
6. CHANGES. The City may issue a written change order for any change in the goods, materials or services to be provided during
the performance of this Agreement. If the Vendor detennines, for any reason, that a change order is necessary, Vendor must submit a
written change order request to an authorized agent of the City within fourteen (14) calendar days of the date Vendor knew or should have
known of the facts and events giving rise to the requested change, If the City determines that the change increases or decreases the Vendor's
costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the
Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it
deems appropriate. The Vendor shall proceed with the change order work upon receiving either a written change order from the City or an
oral order from the City before actually receiving the written changeorder. If the Vendor fails to require a change order within the time
allowed, the Vendor waives its right to make any claim or submit subsequent change order requests for that portion ofthe contract work, If
the Vendor disagrees with the equitable adjustment the Vendor must complete the change order work; however, the Vendor may elect to
protest the adjustment as provided below:
A, Procedure and Protest bv the Vendor. If the Vendor disagrees with anything required by a change order, another written
order, or an oral order from the City, including any direction, instruction, interpretation, or detennination by the City, the
Vendor shall:
1. Immediately give a signed written notice of protest to the City;
2. Supplement the written protest within fourteen (14) calendar days with a written statement that provides the
following infonnation:
a. The date of the Vendor's protest.
b. The nature and circumstances that caused the protest.
c. The provisions in this Agreement that support the protest.
d. The estimated dollar cost, if any, of the protested work and how that estimate wa; detennined.
e. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is
asserting a schedule change or disruption.
3. The Vendor shall keep complete records of extra costs and time incurred as a result of the protested work. The
City shall have access to any of the Vendor's records needed for evaluating the protest.
The City will evaluate all protests, provided the procedures in this section are followed. If the City detennines that a
protest is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made
for an invalid protest.
B. Vendor's Duty to Complete Protested Work. In spite of any protest, the Vendor shall proceed promptly to provide the
goods, materials and services required by the City under this Agreement.
C. Vendor's Acceptance of Changes. The Vendor accepts all requirements of a change order by: (1) endorsing it, (2)
writing a separate acceptance, or (3) not protesting in the way this section provides. A change order that is accepted by
Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for
direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the
change.
Goods and Services Agreement Page 2 of 10
L2, LLC
D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional
entitlement and accepts from the City any written or oral order (including directions, instlUctions, interpretations, and
determ ination).
E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor
completely waives any claims for protested work and accepts from the City any written or oral order (including
directions, instructions, interpretations, and determination).
7. CLAIMS. The Vendor shall give written notice to the City of all claims other than change orders within fourteen (14) calendar
days of the occurrence of the events giving rise to the claims. Any claim for damages, additional payment for any reason, or extension of
time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written
claim is made in strict accordance with the applicable provisions ofthis Agreement; or, if (and only it) no such provision is applicable,
unless that claim is set forth in detail in writing and received by the City within seven (7) calendar days from the date Vendor knew, or
should have known, ofthe facts giving rise to the claim. At a minimum, a Vendor's written claim must includtthe information set forth
regarding protests in Section 7(A)(2)(a)-(e).
FAILURE TO PROVlDE A COMPLETE, WRlTTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL
BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT
CLAIM OR CAUSED BY THAT DELAY.
Vendor must, in any event, file any claim or bring any suit arising from or connected with this Agreement within 120 calendar days
from the date the contract work is complete.
8. WARRANTY. The Vendor shall correct all defects in workmanship and materials within one year from the date of the City's
acceptance of the Contract work. When defects are corrected, the warranty for that portion of the work shall extend for one year from the
date such correction is completed arid accepted by the City. The Vendor shall begin to correct any defects within seven (7) calendar days of
its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a reasonable time, the City may
complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction.
Individual component warranties will be limited to the published warranty for the component purchased and supplied by vendor. 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.
9. INDEMNIFICA nON. Vendor shall defend, indemnify and hold the City, its officer, 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. Vendor's obligation to indemnify shall not extend to that portion of damages caused by
the City's sole negligence.
The City's inspection or acceptance of any of V endor's work when completed shall not be grounds to avoid any ofthese covenants
of indemnification.
Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event ofliability
for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the
Goods and Services Agreement Page 3 of 10
L2, LLC
Vendor and the City, its officers, officials, employees, agents and volunteers, the Vendor's liability hereunder shall be only to the extent of
the Vendor's negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THA T THIS INDEMNIFICATION CONSTITUTES
THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE
PURPOSES OF THIS INDEMNIFICATION. THE PARTIES ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTlA TED
THIS WAIVER.
The provisions ofthis section shall survive the expiration or termination of this Agreement.
10. INSURANCE. The Vendor shall procure and maintain forthe duration of this Agreement, insurance against claims for injuries to
persons or damage to property that may arise from or in connection with the performance of the Contract work by the Vendor, its agents,
representatives, employees or subcontractors.
Before beginning work on the project described in this Agreement, the Vendor shall provide a Certificate ofInsurance evidencing:
l. Automobile Liability 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 $2,000,000 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; and
employer's liability.
Any payment of deductible or self insured retention shall be the sole responsibility of the Vendor.
All required policies shall be provided on an "occurrence" basis except professional liability insurance (if required), which shall 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 Vendor and a copy of the endorsement naming the City as 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,
The Vendor'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 Vendor'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, return 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.
11. MISCELLANEOUS.
A. Licenses and Taxes. Vendor shall possess a current Bremerton Business License and any regulatory license required to
Goods and Services Agreement Page 4 of 10
L2, LLC
fulfill Vendor's obligations under this contract. B&O taxes shall be paid when due, and Vendor, by this agreement,
assigns any payments due under this contract to the City Clerk for payment of such taxes which have been declared
delinquent.
B. Nondiscrimination. In the hiring of employees for the performance of work under this Agreement the Vendor, its
subcontractors, or any person acting on behalf of Vendor shall not, by reason of race, religion, color, sex, sexual
orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person
who is qualified and available to perform the work to which the employment relates.
C. Compliance with Laws. Vendor shall comply with all federal, state and local laws, rules and regulations throughout
every aspect in the performance of this Agreement.
D, Work Performed at Vendor's Risk. Vendor shall take all precautions necessary and shall be responsible for the safety of
its employees, agents, and subcontractors in the performance of this Agreement. All work shall be done at Vendor's own
risk, and Vendor 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, Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of
Washington. If any dispute arises between the City and Vendor under any of the provisions of this Agreement, resolution
of that dispute shall be available exclusively under the jurisdiction, venue and rules of the Kitsap County Superior Court,
Kitsap County, Washington.
F. Attorney's Fees. In any claim or lawsuit for damages arising from the parties' performance ofthis Agreement, each party
shall be responsible for payment of its own legal costs and attorney's fees incurred in defending or bringing such claim or
lawsuit; however, nothing in this subsection shall limit the City's right to indemnification under Section 9 of this
Agreement.
G. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed below,
unless otherwise notified. Any written notice shall become effective upon delivery, but in any event three (3) calendar
days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the
addressee at the address stated in this Agreement.
Notices to be sent to: Notices to be sent to:
VENDOR: CITY:
Attn: Glen D. Lee Attn: Kathleen Cahall
2420 B 38th Street City of Bremerton Public Works and Utilities
Everett, W A 98201 100 Oyster Bay A venue N
Bremerton, W A 98312
H. Assig.nment. Any assignment of this Agreement by the Vendor without the written cmsent of the City shall be void.
I. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in
Goods and Services Agreement Page 5 of 10
L2, LLC
writing and signed by a duly authorized representative of the City and Vendor.
J. Severability. If anyone or more sections, sub-sections, or sentences ofthis Agreement are held to be unconstitutional or
invalid, that decision shall not affect the validity of the remaining portion of this Agreement and the remainder shall
remain in full force and effect.
K. Entire Agreement. The written provisions and terms of this Agreement, together with any attached Exhibits, supersede
all prior verbal statements by any representative of the City, and those statements shall not be construed as forming a part
of or altering in any manner this Agreement. This Agreement and any attached Exhibits contain the entire Agreement
between the parties. Should any language in any Exhibit to this Agreement conflict with any language contained in this
Agreement, the terms of this Agreement shall prevail.
IN WITNESS WHEREOF, the parties below have executed this Agreement.
VENDOR: CITY:
L2 Systems, LLC ~~
By:~&~l2-
Print Name: G/~ t:? ~~ $ Print Name: Phil Williams
Its: Jc~ / :f';Ye:.-, Its: Public Works and Utilities Director
Date: /~ J 00 /tge Date: /-e-09
By'
ATTEST:
By: ~~~f!)
City lerk .
Goods and Services Agreement Page 6 of 10
L2, LLC
EXHIBIT A
SCOPE OF WORK
CITY OF BREMERTON
WA TER RESOURCES DIVISION
WA TER SYSTEM HARDWARE & SOFTWARE PROGRAMMING SERVICES
GOODS AND SERVICES AGREEMENT
The purpose of this contract is for routine periodic software programming services, project and field
support, and other on-call services and repairs necessary for the operation of the supervisory control
and data acquisition (SCADA) system for the City of Bremerton water system, The vendor was
chosen as having expertise and experience for providing software programming and services specific
to the brands of SCADA equipment and software used by the City of Bremerton Water Utility and
past positive experience in this highly specialized field, Funds for this purpose are authorized
annually through the Water Utility budget.
1. Scope of Work
The vendor has previously provided professional services for Bremerton water facilities. This
contract provides for a continuation of those types of services, All services listed below shall be
termed "work" herein.
. Hardware design layout
. Hardware component control panel production and installation
. Training
. Software programming
. SCADA screen development
. Calibration services
. Troubleshooting
. Programming of RTUs, MTUs, and PLCs
. Integration of system components into the SCADA system
. Process control design
. Remote modem access for quick diagnosis and customer support
. Field service
. Emergency response
. Other similar work
2. Responsibilities of Vendor
Vendor 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
WISHA confined space entry regulations and respiratory protection program,
Goods and Services Agreement Page 7 of 10
L2, LLC
. All necessary services shall be performed by prior arrangement and as agreed to by the City's
Project Manager.
4. Proiect Coordination
a. City will notify Vendor when work is requested via a Work Request.
b. Vendor will provide an estimate of hours required and a proposed schedule when it can be
done,
c. City will authorize and schedule the work.
d. Vendor will perform the work as authorized,
e. Vendor will document any programming changes.
f. Vendor will invoice the City according to the fee schedule in Exhibit B,
g. Vendor will provide a summary of work completed, dates, and an explanation of any
corrections or problems encountered,
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. Vendor shall periodically confer with the City during the course of work,
and shall be subject to the direct administration of the City, Vendor 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
vendor's progress,
The making (or failure or delay in making) such examination shall not relieve vendor 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. Vendor shall
provide the City sufficient, safe, and proper facilities and equipment for such inspections and free
access to such facilities.
4. Record Keepin~
Vendor shall promptly furnish the City with such information related in the service as may be
requested by the City. Until the expiration of 72 months after final payment of the compensation
payable under this Agreement, vendor shall provide City access to (and City shall have the right to
examine, audit, and copy) all of vendor's books, documents, papers and records which are related to
the services or this Agreement.
5. Property and Confidential Information
Vendor 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 vendor before receiving the same directly or indirectly in connection
with the services;
. Information is in the public domain at the time of disclosure by vendor; or
Goods and Services Agreement Page 8 of 10
L2, LLC
. Information is received by vendor from third party who does not have an obligation to keep
the same confidential.
6. Work Schedule
Vendor 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
vendor is responsible, but may be extended by the City because of delays caused by governmental
action or other conditions beyond the control of the vendor. During the progress of vendor'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.
Service Response Time: City shall have access to a twenty-four hour per day, 7-day per week
emergency telephone number. Vendor shall respond by phone to all service calls within two (2)
business hours of receiving a call from the City Project Manager or designee, The City has the
option to request a faster response time when the need arises; however, the City shall compensate
the vendor for reasonable costs incurred to provide the faster response,
7. Personnel
For security purposes, all personnel working on City of Bremerton Water Utility premises shall be pre-
approved by the Water Resources Manager and shall carry a photo 10. Bremerton reserves the right
to require a background check, at the City's expense, on any vendor employee accessing City Water
Utility property or providing SCADA programming.
Goods and Services Agreement Page 9 of 10
L2, LLC
EXHIBIT B
FEE SCHEDULE
CITY OF BREMERTON
WA TER RESOURCES DIVISION
WA TER SYSTEM HARDWARE & SOFTWARE PROGRAMMING SERVICES
GOODS AND SERVICES AGREEMENT
The following is a list of hourly rates for Project Management, Professional and Project/Software
Engineering, Field Service, Drafting, and Support services for 2009. An updated list of fees for the
next year will be supplied to the City by December 10, 2009.
Project Manager $ 95 per Hour
Software Engineer $ 85 per Hour
Field Technician $ 75 per Hour
Auto-Cad Design & Drafting $ 65 per Hour
Documentation $ 65 per Hour
Clerical $ 45 per Hour
Travel Time $ 75 per Hour
The L2, LLC personnel working on City of Bremerton projects that would be billed at these rates are:
Project Manager, Glen Lee; Project Engineer, Kyle Thoren; and others as needed.
Field Technician 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. Vehicle travel and meal expenses
are included in the hourly rate listed above, All other expenses, (hotel, airline, rental car, etc,), will be
billed at documented cost plus a 10% service charge, Services will be billed via monthly invoice, with
field service reports and identification of work hours performed. All invoices are Net 30 days, All prices
are net prices and do not include any State, local or use taxes,
Goods and Services Agreement Page 10 of 10
L2, LLC