HomeMy WebLinkAbout2013-048 Contract - Portland Engineering
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Contract for PERSONAL SERVICES less than $35,000
CITY OF CONSULTANT: Portland Engineering, Inc.
ASHLAND CONTACT: Joshua L. Downs
20 East Main Street
Ashland, Oregon 97520 ADDRESS: 7675 High Danks Road 1/1, Central Point, OR 97502
Telephone: 541/488-6002
Fax: 541/488-5311 TELEPHONE: 541-664-6200
DA 'I E AGREEMENT PREPARED: 02 /2 812 01 3 FAX: 541-664-9094
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BEGINNING DATE: 03/01/2013 COMPLETION DATE: 06/30/2013
COMPENSATION: Not to exceed $29,691.00 per proposal attached as Exhibit C.
SERVICES TO BE PROVIDED: Install and upgrade Wonderware SCADA software ($12,930) and install new
WIN-911 notification software ($1,678.00) per the proposal attached as Exhibit C. Proposal includes
ntegration efforts required to install, configure, lest and train on the software (Not to exceed $10.695 for
Wonderware SCADA and not to exceed $4,388 for WIN-911). _
ADDITIONAL TERMS:
FINDINGS:
Pursuant to AMC 2.50.120; after reasonable inquiry and evaluation, the undersigned Department Head finds and
determines that: (1) the services to be acquired are personal services; (2) the City does not have adequate personnel not
resources to perform the services; (3) the statement of work represents the department's plan for utilization of such
personal services; (4) the undersigned consultant has specialized experience, education, training and capability sufficient
to perform the quality, quantity and type of work requested in the scope of work within the time and financial constraints
provided; (5) the consultant's proposal will best serve the needs of the City; and (6) the compensation negotiated herein
is fair and reasonable.
NOW THEREFORE, in consideration of the mutual covenants contained herein the CITY AND CONSULTANT AGREE as
follows: ;
1. Findings / Recitations. The findings and recitations set foith above are brie and correct and are incorporated herein !
by this reference.
2. All Costs by Consultant: Consultant shall, at its own risk and expense, perform the personal services described
above and, unless otherwise specified, furnish all labor, equipment and materials required for the proper performance
of such service.
3, Qualifled Work: Consultant has represented, and by entering into this contract now represents, that all personnel
assigned to the work required under this contract are fully qualified toperform the service to'which they will be
assigned in a skilled and worker-like mariner and, if required to be registered, licensed or bonded by the State of
Oregon, are so registered, licensed and bonded.
4. Completion Date: Consultant shall start performing the service under this contract by the beginning dale indicated
above and complete the service by the completion date indicated above.
5. Compensation: City shall pay Consultant for service performed, including costs and expenses, the sunn specified
above. Payments shall be made within 30 days of the date of the invoice. Should the contract be prematurely
terminated, payments will be made for work completed and accepted to date of termination.
6. Ownership of Documents: All documents prepared by Consultant pursuant to this contract shall be the property of
City.
7. Statutory Requirements: ORS 279(3.505, 2790.515, 279C.520 and 2790.530 are made part of this contract.
8. Living Wage Requirements: If the amount of this contract is $19,494 or more, Consultant is required to comply with
chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined in this chapter, to all employees
performing work under this contract and to any Subcontractor who performs 50% or more of the service work under
this contract, Consultant is also required to post the notice attached hereto as Exhibit 8 predominantly in areas where
it will be seen by all employees. . ,
9. Indemnification: Consultant agrees to defend, indemnify and save City, its officers, employees and agents harmless
from any and all losses, claims, actions, costs, expenses, judgments, subrogations, or other damages resulting from
injury to any person (including injury resulting in death), or damage (including loss or destruction) to property, of
whatsoever nature arising out of or incident to the performance of this contract by Consultant (including but not
limited to, Consultant's employees, agents, and others designated by Consultant to perform work or services
attendant to this contract). Consultant shall not be held responsible for any losses, expenses, claims, subrogations,
actions, costs, 'ud menls, or other damages, directly, solely , and proximately caused by the negligence of Cil .
Contract for Personal Services, Revised 06130/2012, Page 1 of 5
10. Termination:
a. Mutual Consent. This contract may be terminated at any time by mutual consent of both parties.
b. Cm's Convenience. This contract may be terminated at any time by City upon 30 days' notice in writing
and delivered by certified mail or in person.
C. For Cause. City may terminate or modify this contract, in whole or in part, effective upon delivery of
written notice to Consultant, or at such later date as may be established by City under any of the following
conditions:
If City funding from federal, state, county or other sources is not obtained and continued at levels
sufficient to allow for the purchase of the indicated quantity of services; i
ii. If federal or state regulations or guidelines are modified, changed, or Interpreted in such a way
that the services are no longer allowable or appropriate for purchase under this contract or are
no longer eligible for the funding proposed for payments authorized by this contract; or
iii. If any license or certificate required by law or regulation to be held by Consultant to provide the
services required by this contract is for any reason denied, revoked, suspended, or not renewed.
d. For Default or Breach.
i. Either City or Consultant may terminate this contract in the event of a breach of the contract by
the other. Prior to such termination the party seeking termination shall give to the other party
written notice of the breach and intent to terminate. If the party committing the breach has not
entirely cured the breach within 15 days of the date of the notice, or within such other period as
the party giving the notice may authorize or require, then the contract may be terminated at any
time thereafter by a written notice of termination by the party giving notice.
ii. Time is of the essence for Consultant's performance of each and every obligation and duty under
this contract. City by written notice to Consultant of default or breach may at any time terminate
the whole or any part of this contract if Consultant fails to provide services called for by this
contract within the time specified herein or in any extension thereof.
iii. The rights and remedies of City provided in this subsection (d) are not exclusive and are in
addition to any other rights and remedies provided by law or under this contract.
e. Obligation/Liability of Parties. Termination or modification of this contract pursuant to subsections a, b, or
c above shall be without prejudice to any obligations or liabilities of either party already accrued prior to such
termination or modification. However, upon receiving a notice of termination (regardless whether such notice is
given pursuant to subsections a, b, c or d of this section, Consultant shall immediately cease all activities under
this contract, unless expressly directed otherwise by City in the notice of termination. Further, upon termination,
Consultant shall deliver to City all contract documents, information, works-in-progress and other properly that are
or would be deliverables had the contract been completed. City shall pay Consultant for work performed prior to
- the termination date if such work was performed in accordance with the Contract.
11. Independent Contractor Status: Consultant is an independent contractor and not an employee of the City.
Consultant shall have the complete responsibility for the performance of this contract. Consultant shall provide
workers' compensation coverage as required in ORS Ch 656 for all persons employed to perform work pursuant to
this contract. Consultant is a subject employer that will comply with ORS 656.017.
12. Assignment and Subcontracts: Consultant shall not assign this contract or subcontract any portion of the work
without the written consent of City. Any attempted assignment or subcontract without written consent of City shall be
void. Consultant shall be fully responsible for the acts or omissions of any assigns or Subcontractors and of all
persons employed by them, and the approval by City of any assignment or subcontract shall not create any
contractual relation between the assignee or subcontractor and City.
13. Default. The Consultant shall be in default of this agreement if Consultant: commits any material breach or default
of any covenant, warranty, certification, or obligation it owes under the Contract; its QRF status pursuant to the QRF
Rules or loses any license, certificate or certification that is required to perform the Services or to qualify as a QRF if
consultant has qualified as a QRF for this agreement; institutes an action for relief in bankruptcy or has instituted
against it an action for insolvency; makes a general assignment for the benefit of creditors; or ceases doing business
on a regular basis of the type identified in its obligations, under the Contract; or attempts to assign rights in, or
delegate duties under, the Contract.
14. Insurance. Consultant shall at its own expense provide the following insurance:
a. Worker's Compensation insurance in compliance with ORS 656.017, which requires subject employers to
provide Oregon workers' compensation coverage for all their subject workers
b. Professional Liability insurance with a combined, single limit, or the equivalent, of not less than Enter one:
$200,000, $500,000, $1,000,000. $2,000,000 or Not Applicable for each claim, incident or occurrence. This is to
cover damages caused by error, omission or negligent acts related to the professional services to be provided
under this contract.
C. General Liability insurance with a combined single limit, or the equivalent, of not less than Enter one:
$200,000, $500,000, $1,000,000. $2,000,000 or Not Applicable for each occurrence for Bodily Injury and Property
Damage. It shall include contractual liability coverage for the indemnity provided under this contract.
d. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than Enter one:
$200,000, $500,000, 11,000,000, or Not Applicable for each accident for Bodily Injury and Property Damage,
Contract for Personal Services, Revised 06/30/2012, Page 2 of 5
including coverage for owned, hired or non-owned vehicles, as applicable.
e. Notice of cancellation or change. There shall be no cancellation, material change, reduction of limits or
intent not to renew the insurance coverage(s) without 30 days' written notice from the Consultant or its insurer(s) to
the City.
f. Additional Insured/Certificates of Insurance. Consultant shall name The City of Ashland, Oregon, and its
elected officials, officers and employees as Additional Insureds on any insurance policies required herein but only
with respect to Consultant's services to be provided under this Contract. The consultant's insurance is primary and
non-contributory. As evidence of the insurance coverages required by this Contract, the Consultant shall furnish
acceptable insurance certificates prior to commencing work under this contract. The certificate will specify all of
the parties who are Additional Insureds. Insuring companies or entities are subject to the City's acceptance. If
requested, complete copies of insurance policies; trust agreements, etc. shall be provided to the City. The
Consultant shall be financially responsible for all pertinent deductibles, self-insured retentions and/or self-
insurance.
15. Governing Law; Jurisdiction; Venue: This contract shall be governed and construed in accordance with the laws
of the Stale of Oregon without resort to any jurisdiction's conflict of laws, rules or doctrines. Any claim, action, suit or
proceeding (collectively, "the claim") between the City (and/or any other or department of the State of Oregon) and
the Consultant that arises from or relates to this contract shall be brought and conducted solely and exclusively within
the Circuit Court of Jackson County for the State of Oregon. If, however, the claim must be brought in a federal
forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the
District of Oregon filed in Jackson County, Oregon. Consultant, by the signature herein of its authorized
representative, hereby consents to the in personam jurisdiction of said courts. In no event shall this section be
construed as a waiver by City of any form of defense or immunity, based on the Eleventh Amendment to the United
States Constitution, or otherwise, from any claim or from the jurisdiction.
16. THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE
PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS CONTRACT SHALL
BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT,
MODIFICATION OR CHANGE, IF MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR
THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR
REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS CONTRACT.
CONSULTANT, BY SIGNATURE OF ITS AU IHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT
HE/SHE HAS READ THIS CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND
CONDITIONS.
17. Nonapproprlations Clause. Funds Available and Authorized: City has sufficient funds currently available and
authorized for expenditure to finance the costs of this contract within the City's fiscal year budget. Consultant
understands and agrees that City's payment of amounts under this contract attributable to work performed after the
last day of the current fiscal year is contingent on City appropriations, or other expenditure authority sufficient to allow
City in the exercise of its reasonable administrative discretion, to continue to make payments under this contract. In
the event City has insufficient appropriations, limitations or other expenditure authority, City may terminate this
contract without penally or liability to City, effective upon the delivery of written notice to Consultant, with no further
liability to Consultant. j
Certification. Consultant shall sign the certification attached hereto as Exhibit A and herein incorporated b reference.
onsuItant: Cit shland I
e..-- I
By BY
( Signature Department Head
QA- f S f 1 J rc
Print Name Print Name
l~~y,
MV R,-1 3'(, (i 3
Title Date
W-9 One copy of a W-9 is to be submitted with
the signed contract. Purchase Order No.
f
Contract for Personal Services, Revised 06130/2012, Page 3 of 5
EXHIBIT A
CERTIFICATIONS/REPRESENTATIONS: Contractor, under penalty of perjury, certifies that (a) the
number shown on the attached W-9 form is its correct taxpayer ID (or is waiting for the number to be
issued to it and (b) Contractor is not subject to backup withholding because (i) it is exempt from
backup withholding or (ii) it has not been notified by the Internal Revenue Service (IRS) that it is
subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS
has notified it that it is no longer subject to backup withholding. Contractor further represents and
warrants to City that (a) it has the power and authority to enter into and perform the work„ (b) the
Contract, when executed and delivered, shall be a valid and binding obligation of Contractor
enforceable in accordance with its terms, (c) the work wader the Contract shall be performed in
accordance with the highest professional standards, and (d) Contractor is qualified, professionally
competent and duly licensed to perform the work. Contractor also certifies under penalty of perjury
that its business is not in violation of any Oregon tax laws, and it is a corporation authorized to act on
behalf of the entity designated above and authorized to do business in Oregon or is an independent i
Contractor as defined in the contract documents, and has checked four or more of the following
criteria:
(1) 1 carry out the labor or services at a location separate from my residence or is in a
specific portion of my residence, set aside as the location of the business.
(2) Commercial advertising or business cards or a trade association membership are
purchased for the business.
J (3) Telephone listing is used for the business separate from the personal residence listing.
(4) Labor or services are performed only pursuant to written contracts.
(5) Labor or services are performed for two or more different persons within a period of one j
year.
(6) 1 assume financial responsibility for defective workmanship or for service not provided
as evidenced by the ownership of performance bonds, warranties, errors and omission
insurance or liability insurance relating to the labor or services to be provided.
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Contra t r (Date)
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Contract for Personal Seivices, Revised 0613012012, Page .4 of 5
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7675 High Banks Road 1/1 / Central Point, OR 97502
/37~E;inaer-in,' In o. (541)664-6200/ FAX (541) 6649094
CC14H 135739
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27 Feb 2013 j
D ~
David Gies
City of Ashland i
Wastewater Supervisor
RC: X1':1"1'E' R'mndcrrcare 114odenuiznticu Proposal
Mr. Gies,
Per your request Portland Engineering, Inc. (PEI) is pleased to provide It proposal to procure and
integrate the latest versions of your FIMI softwarc as described below: J
Will 1
PEI has an existing contract and is currently working-on in phased Automated Control Systems '
Innprovement Plan for the Ashland Wastewater'Frealment Plant. The first phase of this plan
recommends upgraded the existing Wonderware SCADA software in use at the plant. The
version in-Ilse now at the plant is not supported on the Microsoft Windows 7 platform and the
PCs at the plant are in desperate need of replacement. The new software and PCs world provide
reliable, sustainable control and historical documentation ofthe plant processes.
In addition to thejustilied need for software update, the software manuficturer is offering a
limited-time-offer Icrined the "Wonderwae Modernization Program" which provides significant
discounts for existing customers to upgrade their soflware. This program offer requires a
purchase be made no later thrill 31 March 2013 to participate. i
The soflware modernization package includes the fbilowing: (I(
o O;ie year standard Wonclerware Support.
e One In Touch Development License.
o Three lid Pouch Runtime Licenses.
PEI proposes to provide the above software within four weeks of notification of award to
Portland Engineering. The proposed for this software isI'rvehve Thousand, Nine Hundred
T/r/r/r Dollars ($12,930) billable upon soflware delivery to the City of Ashland. This proposal
requires a contract commitment No Later Than 31 Mar 2013.
Item 2 j
The current alarm annunciation software (SCADAlarm) being used by the City at tine W WTP is
no longer supported by the manufacturer nor is it available on the Microsoft Windows 7 platform
and will not be functional with the upgraded luTouch software.
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vage 1 of 2
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7675 1-ligh Banks Road 91 / Central Point, Olt 97502
(541)664-6200/ FAX (541) 664-9094
CCBII 135739
PEI proposes to provide a third party alarm notification software. Specter Instruments WIN-911
(see attached data-steel) is considered the industry standard. It is functionally much more useful
and reliable than SCADAlarm.
The software distributor is also offering a limited=time upgrade offer o6 this software package
with significant discounts. This item will be required should the City execute Item I.
The new alarm notification package' includes the following:
e WIN-91 I/Pro License for one PC.
US11 TAPI modem.
IT proposes to provide the above software within four weeks of notification of award to
Portland Gngincei ing. The proposal for this software is One Thousand, Six Hundred Senenlp
Eight Dollars (81,678) billable upon software delivery to the City of Ashland. This proposal
requires a contract commitment No Later Than 31 Mar 2013.
Estimated integration efforts required to install, configure; test and train on each of the above
items are as follows:
ltept 1 = 510,695
e Item 2 = $4,388
The above proposals all assume the City of Ashland Information Technology / AFN department
will provide new PCs %vith Microsoft Office software.
It has been a pleasure providing you with this proposal and we hope that we can be of service to
you. If there are any questions or comments, please feel free to contact this office at your
convenience.
Regards,
Signed
Joshua L. Downs
Portland Engineering, ]lie.
jdowlls