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HomeMy WebLinkAbout4461 Contract Number: Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault Date: Comments: 4461 TECHNICAL SYSTEMS INC SCADA Services - Water System Water Resources LEG 12-1 10/29/2004 11/30/2007 02/15/2009 01/01/2009 Fee Notification by 11/15 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. 11I. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant in an amount not to exceed $40,000 per calendar year. 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. Consultant will supply a list of fees for the next year by November 15 of the previous year. 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 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 Bremerton/TSI 2004 SCADA Services Page 1 of 12 · 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 connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, sub-consultants or sub-Consultants. Bremerton/TSI 2004 SCADA Services Page 2 of 12 Before beginning work on the project described in this Agreement, the Consultant shall provide a Certificate of Insurance evidencing: 1. 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 general aggregate for personal inju~, bodily injuxy 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 occm-rencedclaim. 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 fight 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 mall, retum 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: A. Reports and Information: When requested by the City, Consultant shall furnish periodic reports and documents on matters covered by this Agreement. The reports and Bremerton/TSI 2004 SCADA Services Page 3 of 12 documents shall be famished in the time and form requested. Consultant shall maintain accounting records in accordance with Generally Accepted 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 from 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 famished 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 f~om the State of Washington; and 3. Maintain a separate set of books and records that reflect ail 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~ All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss Bremerton/TSI 2004 SCADA Services Page 4 of 12 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 Cky 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 ks 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 hereatter 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 196~ Street Bremerton, WA 98310 Lynnwood, WA 98036 J. Waiver: Failure to enfome 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 right 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 herein, 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. Bremerton/TSI 2004 SCADA Services Page 5 of 12 % 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 shall remain in force until completion and acceptance of the services, terminated by written instrument upon mutual consent, or by the City of Bremerton for convenience. 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. Any 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. 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. Bremerton/TSI 2004 SCADA Services Page 6 of 12 CITY OF BP, Em TON CONSULTANT its: -~'~t~'~t"'d its: ~J,l~- Date: It~.,.2cl-o~l Date: Bv6merton City Attorney - 7 ' R:~LEGALXl2on~acts~FORMS~rofessional Services Agreement Form (2003).do¢ BremertordTSI 2004 SCADA Services Page 7 of 12 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 engineering, software programming services, and other on-call services and incidental repairs necessary for the operation of the SCADA system for the City of Bremerton water system. The contractor was chosen as having expertise and experience for providing engineering and software programming services. Funds for this purpose are authorized annually through the Water Utility budget. TSI is one of the few certified Allen Bradley Solutions Provider in the country. 1. Scope of Work The contractor has 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 engineering · Training · 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 · Field service · 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 Bremerton/TSI 2004 SCADA Services Page 8 of 12 · All work shall be performed in accordance with local, state, and federal codes, including WlSHA confined space entry regulations and respiratory protection program. ·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 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, 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. 5. 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. Bremerton/TSI 2004 SCADA Services Page 9 of 12 6. Work Schedule 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 following is a list of hourly rates for Project Management, Professional and ProjectJSoftware Engineering, Field Service, Drafting, and Engineering Support services for 2004. An updated list of fees for the next year will be supplied to the City by November 15 of the previous year. Project Manager/Registered Professional Engineer $135.00 per Hour Project Engineer/Software Engineer $120.00 per Hour Field Technician $95.00 per Hour Auto-Cad Design & Drafting $70.00 per Hour Documentation $60.00 per Hour Cledcal $55.00 per Hour Travel Time $65.00 per Hour The TSI personnel working on City of Bremerton projects that would be billed at these rates are: Project Manager: Matt Scott, Glen Lee, Gary Conley Project Engineer: Danny Carlsen, Ed Williams, Dennis Fugier, Jason Zinschlag, Ken Clements, Kyle Thoren Field Technician: Ben Johnson, Mitch Stewart, Bryce Vanwerven, Scott Schaible Drafting: Ally Zuercher, Buz Rambo Documentation: Jan Honda Clerical: Linda Edwards Bremerton/TSI 2004 SCADA Services Page 10 of 12 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. 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. 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. 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 or designee. The City has the option to request a faster response time when the need arises; however, the City shall compensate the contractor for reasonable costs incurred to provide the faster response. Parts: Any additional charges, such as parts and materials, shall be itemized separately and authorized by the City Project Manager. Materials and parts are not part of this contract. 8. Personnel For security reasons, all personnel working on City of Bremerton Water Utility premises shall be pre-approved by the Water Resources Manager and shall carry a TSl photo ID. Bremerton reserves the right to require a background check, at the City's expense, on any TSI employee accessing City Water Utility property or providing SGADA programming. Bremerton/TSI 2004 SCADA Services Page 11 of 12 Estimated Work Plan: In addition to trouble-shooting and on-call needs, the following work plan is estimated '~, for the next several years, 2004 Complete radio conversion of the Anderson Creek facilities Training for RS View and SCADA Alarm Programs 2005 Assist with secudty upgrades McKenna Intake programming and screens West Branch remote valve operation Reservoir 4 valve controls Rate of Change alarms Totalizer calculations Continue RS View Training 2006 Continue to assist with security upgrades Flow meter programming Intertie control actuator programming Twin Lakes control programming Add well level transducer information 2007 Main stem gate controls Head tank controls Well 22 controls PSNS flow meter SCADA Bremerton/TSl 2004 SCADA Services Page 12 of 12