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HomeMy WebLinkAbout5008Contract Number: Vendor: Sub�ect. Department: File Class: Begin Date. End Date: Review Date: Vault Date: Comments: ��: L2 SYSTEMS, LLC Water System Hardware & Software Services Water Resources LEG 12-1 1/14/2011 12/31/2011 11/1/2011 GOODS AND SERVICES AGREEMENT 0 /� � WATER SYSTEM HARDWA.RE AND SOF'I'WARE PROGRAMMING SERVICES , VI//�//� � THIS AGR:EEMENT is enter�l mto between the City of Bremerton, a Washuigton Mumc�pal Corporahon ("Crty"), and L2 Systems, LLC ("Vendor"), whose mailing address is 3322 16th Street, Everett, WA 98201 The pazhes agree as follows 1. VENDOR SERVICES. The Vendar shall provide the followmg goods and matenals and/or perfoim the followuig serviices for the City as descnbed m Exhibrt A. 2. TIlVIE OF CONdPLETION Vendor shall complete the work and provide all goods, matenals and services vv�thui the calendar year 2011 from the date all parhes have signed tlus Agreement 3. COMPENSATION. The City shall pay the Vendor the total amount not to exceed $25,000 for calendar year 2011, mcluding appl�cable Washington State Sales Tax, for the goods, matenals and sernces contemplatal in tlus Agreement The City shall pay the Vendor amounts accorduig to the sch�ule descnbed Exlubrt B A Defechve or Unauthonzed Work The Criy reserves rts nght to withhold payment from Vendor for any defecUve or uuauthonzed goods, matenals or sernces If Vendor is unable, for any reason, to complete any part of tlus Agreement, the City may obtain the goods, matenals or seivices by Agreement or otheiwise, and Vendor shall be hable to the Crty for any addiUonal costs incurred by the City "Addit�onal costs" shall mean all reasonable costs, mcluduig legal costs and attorney fees, mcutred by the Crty beyond the ma�mum Agre.ement pnce specified above The Crty further reserves rts nght to deduct the cost to comple4e this Agreement, includtng any AddiUonal Costs, from arry and all amounts due or to becowe due the Vendor 4. INDEPENDEIVT VENDOR Vendor �s and shall be at all tunes acUng as an mdependent vendor and not as an employee of the Crty Tbe Vendor shall secure at rts expense, and shall be responsible for all payments of mcome tax, soctal secunty, state cltsab�ty insurance compensat�on, unemployment compensation, and all other payroll deduchons for the Vendor, officer, agents, employees and sub-contractors The Vendor shall also secure all applicable business hcenses, if reqwred, in connect�on with the contract s�ces, uiclwdm,g all rentured hc�nses for Vendor's officers, agents, empioyees and sub-contractors 5. TERMiNATION. The C�ty may tenruuate thts Agreement for convemence or good cause "Good cause" shall u�clude, without luYUtat�on, any one or more of the followmg events A B c D E The Vendor's refusal or failure to supply a sufficient number of praperly slulled workers or proper matenais for completion of tlus Agreement The Vendar's fatlure to complete ttus Agreement witrun the Ume specified in ttus Agreement The Vendor's failure to make full and prompt payment to subcontractors or for matenal or labor The Vendor's failure to complete vv�th federal, state or local laws, rules or regulaUons The Vendor's filmg for bankruptcy or becommg adjudged banlaupt If the Ciry ternunates ttus Agreement for good cause, the Vendor shall not receive any further mrnues due under tlus Agreement untal Goods and Sernces Agreement Page 1 of 10 L2, LLC until the goods, materials and serv�ces requ�red by this Agreement are completed and fully performed 6 CHANGES The Crty may issue a wntten change order for any change �n the goods, matenals or services to be provided duruig the performance of th�s Agreement If the Vendor determmes, for any reason, that a change order is necessary, Vendor must submrt a written change order request to an authorized agent of the City wrthul 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 determmes that the change mcreases or decreases the Vendor's costs or tune for performance, the Ciry will make an equitable ad�ustment The City will attempt, m good faith, to reach agreement wrth the Vendor on all equrtable ad�ustments However, if the parhes are unable to agree, the City will determine the equrtable ad�ustment as rt deems appropnate The Vendor shall proceed wrth the change order work upon receiving erther a wntten change order from the C�ty or an oral order from the Crty before actually receivuig the written changeorder If the Vendor fails to requue a change order wrthm the tune allowed, the Vendor waives its nght to make any claun or submrt subsequent change order requests for that porhon ofthe contract work If the Vendor disagrees w�th the equrtable ad�ustment the Vendor must complete the change order work, however, the Vendor may elect to protest the ad�ustment as provided below A Procedure and Protest by the Vendor Ifthe Vendor disagrees with anythingrequ�red by a change order, another wntten order, or an oral order from the Crty, mcludmg any d�rection, mstruction, mterpretation, or determmarion by the City, the Vendor shall Immediately give a signed wntten notice of protest to the C�ty, Supplement the written protest withm fourteen (14) calendaz days with a written statement that provides the followmg mformation The date of the Vendor's protest b The nature and c�rcumstances that caused the protest The provisions m this Agreement that support the protest The estunated dollar cost, if any, of the protested work and how that estunate w� determmed An analysis of the progress schedule showmg the schedule change or disruption if the Vendor is asserhng a schedule change or disruphon The Vendor shall keep complete records of extra costs and time mcurred as a result of the protested work The City shall have access to any of the Vendor's records needed for evaluaring the protest The City will evaluate all protests, provided the procedures �n this section are followed if the City determmes that a protest is valid, the City will ad�ust payment for work or tune by an equrtable ad�usUnent No adJustment will be made for an mvalid protest B Vendor's Du . to Complete Protested Work In spite of any protest, the Vendor shall proceed promptly to provide the goods, mater�als and serv�ces requ�red by the City under this Agreement C Vendor's Acceptance of ChanQes T'he Vendor accepts all requuements of a change order by (1) endorsmg �t, (2) writir►g a separate acceptance, or (3) not protestmg m the way this section provides A change order that �s accepted by Vendor as provided in this sect�on shall constitute full payment and final settlement of all clauns for contract tune and for direct, mdirect and consequential costs, including costs of delays related to any work, e�ther covered or affected by the change Goods and Services Agreement Page 2 of 10 L2, LLC D Failure to Protest Constrtutes Wa�ver By not protestmg as this section provides, the Vendor also waives any addrtional entrtlement and accepts from the C�ty any written or oral order (mcludmg duections, msta�ctions, mterpretations, and determmation) E Failure to Follow Procedures Constrtutes Waiver By failmg to follow the procedures of th�s sect�on, the Vendor completely warves any clauns for protested work and accepts from the City any wntten or oral order (u►cludmg du�ect�ons, mstruct�ons, mterpretat�ons, and determmation) 7. CLAIMS. The Vendor shall give wntten not�ce to the Crty of all clauns other than change orders wrthm fourteen (14) calendar days of the occurrence of the events givmg rise to the clauns Any claun for damages, addrtional payment for any reason, or extension of tune, whether under this Agreement or otherwise, shall be conclusively deemed to have been warved by the Vendor unless a tunely wntten claun is made in strict accordance wrth the apphcable provis�ons of th�s Agreement, or, if (and only i fl no such prov�sion is apphcable, unless that claim is set forth m deta�l m wntmg and received by the C�ty withm seven (7) calendar days from the date Vendor lrnew, or should have known, of the facts givmg nse to the claun At a minunum, a Vendor's wntten claun must mclud�he mformarion set forth regardmg protests m Section 7(A)(2)(a}(e) FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIIvIE ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM TI-IE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY Vendor must, m any event, file any claun or brmg any surt ansmg from or connected with tlus Agreement wrthui 120 calendar days from the date the contract work is complete 8. WARRANTY. The Vendor shall correct all defects m workmanship and matenals wrthin one year from the date of the City's acceptance of the Contract work When defects are corrected, the warranty for that porhon of the work shall extend for one year from the date such conecnon is completed and accepted by the Crty The Vendor shall begm to correct any defects wrthm seven (7) calendar days of rts receipt of notice from the Crty of the defect If the Vendor does not accomplish the correchons withm a reasonable tune, the City may complete the corrections and the Vendor shall pay all costs mcurred by the City m order to accomplish the correcrion Individual component warranties will be lunrted to the published warranty for the component purchased and suppl�ed by vendor All published warranties provided by the component manufacturers will be assigned, in theu entuety, to the end user No warranties are verbally expressed or unplied 9 INDENINIFICATION. Vendor shall defend, mdemmfy and hold the Crty, rts officer, officials, employees, agents and volunteers harmless from any and all clauns, u►�unes, damages, losses or suits, mcludmg all legal costs and attorney fees, ansmg out of or m connection wrth the performance of th�s Agreement Vendor's obligation to mdemmfy shall not extend to that pomon ofdamages caused by the City's sole negligence 'The Crty's mspection or acceptance of any of Vendor's work when completed shall not be grounds to avo�d any ofthese covenants of mdemnification Should a court of competent�unsd�ction determme that this Agreement �s sub�ect to RCW 4 24 1 I 5, then, m the event of liability for damages arismg out of bodily m�ury to persons or damages to property caused by or resultmg from the concurrent negligence of the Goods and Services Agreement Page 3 of 10 L2, LLC Vendor and the C�ry, �ts officers, offic�als, employees, agents and volunteers, the Vendor's liab�l�ty hereunder shall be only to the extent of the Vendor's negligence IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THIS INDEMNIFICATION CONSTIT'UTES 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 NEGOTIATED THIS WAIVER The provisions of this secnon shall survive the expuation or termmation of this Agreement 10 INSURANCE. The Vendor shall procure and mamtam for the duration of this Agreemeirt, u�surance agamst claims for ui�unes to persons or damage to property that may anse from or m connection wrth the performance of the Contract work by the Vendor, rts agents, representahves, employees or subcontractors Before beguuimg work on the pro�ect described m th�s Agreement, the Vendor shall provide a Cemficate of Insurance evidencmg Automobile Liabihtv insurance wrth lunrts no less than $ I,000,000 combu►ed smgle lumt per accident for bodily in�ury and property damage, and Commercial General Liabihtv msurance wr�tten on an occurrence basis wrth lunits no less than $1,000,000 combuied single lumt per occurrence and $2,000,000 aggregate for personal m�ury, bodily m�ury and property damage Coverage shall mclude but not be lumted to blanket contractual, products/completed operahons/broad form property damage, and employer's liabihty Any payment of deductible or self msured retention shall be the sole responsibility of the Vendor All requ�red poltcies shall be provided on an"occurrence" basis except professional hability msurance (if requ�red), which shall be provided on a "clauns-made" basis The Crty shall be named as an addrtional msured on the Commercial General Liabihty msurance pohcy, as respects work performed by or on behalf of the Vendor and a copy of the endorsement nammg the Crty as add�t�onal insured shall be attached to the Certificate of Insurance The C�ty reserves the right to receive a certified copy of all the requu�ed msurance policies The Vendor's Commercial General Liability msurance shall contam a clause statmg that coverage shall apply separately to each msured agamst whom claun is made or surt is brought except w�th respects to the lumts of the msurer's liabihty The Vendor's msurance shall be pnmary msurance as respects the C�ty and the City shall be grven thuty (30) days prior written notice by certified mail, return receipt requested, of any cancellation, suspension or material change m coverage The City also reserves rts unqualified right to requu at any tune and for any reason, proof of coverage m the form of a duplicate of the msurance policy wrth all endorsements as evidence of coverage 11 MISCELLANEOUS A L�censes and Taxes Vendor shall possess a current Bremerton Busmess L�cense and any regulatory license requ�red to Goods and Services Agreement Page 4 of 10 L2, LLC fulfill Vendor's obligarions under th�s contract B&O taxes shall be pa�d when due, and Vendor, by this agreement, assigns any payments due under th�s contract to the Crty Clerk for payment of such taxes which have been declared delmquent B Nondiscrunmation In the h�rmg of employees for the performance of work under this Agreement the Vendor, �ts subcontractors, or any person acting on behalf of Vendor shall not, by reason of race, religion, color, sex, sexual orientation, national origm, or the presence of any sensory, mental, or physical d�sability, d�scnmmate agau�.ct any person who is qualified and available to perform the work to which the employment relates C Compliance wrth 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 talce all precautions necessary and shall be responsible for the safety of rts employees, agents, and subcontractors m 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 anc�les used or held for use in connection wrth the work E Governmg Law T'his Agreement shall be governed and construed in accordance wrth the laws of the State of Washmgton If any dispute anses between the City and Vendor under any of the provis�ons of tlus Agreement, resolurion of that dispute shall be available exclusively under the�unsdiction, venue and rules of the ICrtsap County Supenor Court, Krtsap County, Washmgton F Attorney's Fees In any claun or lawsurt for damages ansmg from the parties' performance of this Agreement, each party shall be responsible for payment of rts own legal costs and attomey's fees mcurred m defending or bruigmg such claun or lawsurt, however, nothmg m th�s subsection shall lumt the City's right to u►demmfication under Section 9 of this Agreement G Written Notice All commumcations regardu►g this Ageement shall be sent to the parties at the addresses listed below, unless otherwise norified Any written notice shall become effechve upon delivery, but m any event three (3) calendar days after the date of mailmg 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 VENDOR Norices to be sent to CITY Atm Glen D Lee Attn Kathleen Cahall 3322 16th Street City of Bremerton Publ�c Works and Utilrties Everett, WA 9820] 100 Oyster Bay Avenue N Bremerton, WA 98312 kathleen cahall(a�ci bremerton wa us H Assi nment Any assignment of th�s Agreement by the Vendor without the written consent of the City shall be void I Mod�fication No waiver, alterat�on, or modification of any of the prov�sions ofth�s Agreement shall be bu�dmg unless m Goods and Services Agreement Page 5 of 10 L2, LLC wr�tmg and s�gned by a duly authorized representat�ve of the C�ty and Vendor K Severab�litv If any one or more sections, sub-sections, or sentences of th�s Agreement are held to be unconstitutional or mval�d, that dec�sion shall not affect the val�d�ty of the remamu�g port�on of this Agreement and the remamder shall remam in full force and effect Ent�re A reement The wntten prov�sions and terms of th�s Agreement, together w�th any attached Exhibrts, supersede all prior verbal statements by any representative of the C�Ty, and those statements shall not be construed as formmg a part of or altermg m any manner this Agreement This Agreement and any attached Exhib�ts contam the ent�re Agreement between the part�es Should any language in any Exhibrt to this Agreement conflict with any language contamed m this Agreement, the terms of this Agreement shall prevail IN WIINESS WHEREOF, the parties below have executed th�s Agreement VENDOR L2 Systems, LLC By �%u Prmt Name Glen D Lee Its Sec/Trea Date 1/14/11 Goods and Services Agreement L2, LLC CITY Crty of Bremerton By Prmt Name Vmcent Akhume Its Publ�c Works and Utilrties Duector Date APPRO O FORM By � remerto �ty Attorney . i /� : ��" � 1 �✓� , .- Page 6 of 10 EXHI�IT A SCOPE OF WORK CITY OF BREMERTON WATER RESOURCES DIVISION WATER SYSTEM HARDWARE & SOFTWARE PROGRAMMING SERVICES GOODS AIVD SERVICES AGREEMENT The purpose of this contract is for routine periodic software programming services, pro�ect 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 perFormance m this highty 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 product�on and installation • Equipment selection assistance • Training • Software programmmg • SCADA screen development • Calibration services • Troubleshooting o Programmmg of RTUs, MTUs, and PLCs � Integration of system components into the SCADA system • Process control design o Remote modem access for quick diagnosis and customer support o 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 Pro�ect 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 bv the Citv of Bremerton Work under this contract shall be subJect to review and examination by the City at all times, and shali be sub�ect 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 responsib�lity 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 Keepinq 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 C�ty 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. Properlv 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 m writing Estabtished complet�on 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 ad�ust the work force to meet the schedule, but time ad�ustments 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 Pro�ect 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, ali personnel working on City of Bremerton Water Utility premises shall be pre- approved by the Water Resources Manager and shall carry a photo ID 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 WATER RESOURCES DIVISION WATER SYSTEM HARDWARE & SOFTWARE PROGRAMMING SERVICES GOODS AND SERVICES AGREEMENT The following is a list of hourly rates for ProJect Management, Professional and Pro�ecUSoftware Engineering, Field Service, Drafting, and Support services for 2011 An updated list of fees for the next year will be supplied to the City by December 15, 2011 Pro�ect Manager Software Engmeer Fieid Technician Auto-Cad Design & Drafting Documentation Cterical Travel Time $ 95 per Hour $ 85 per Hour $ 75 per Hour $ 65 per Hour $ 65 per Hour $ 45 per Hour $ 75 per Hour The L2, LLC personnel working on City of Bremerton pro�ects that would be billed at these rates are Pro�ect Manager, Glen Lee, Pro�ect 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 bdled 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