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HomeMy WebLinkAbout2014-164 Contract - Industrial Systems Contract for PERSONAL SERVICES less than $35,000 C I T Y OF CONSULTANT: Industrial Systems, Inc. ASHLAND CONTACT: Troy B. Collison 20 East Main Street Ashland, Oregon 97520 ADDRESS: 4110 NE 122nd Ave, #130, Portland, OR 97230 Telephone: 541/488-6002 Fax: 541/488-5311 TELEPHONE: 503-262-0367 DATE AGREEMENT PREPARED: June 19, 2014 FAX: 503-262-0371 BEGINNING DATE: June 25, 2014 COMPLETION DATE: June 25, 2015 COMPENSATION: Per attached proposal: $24,450.00 SERVICES TO BE PROVIDED: Design, provide and program an RTU Panel for the TAP Emergency Project. 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 nor 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 forth above are true 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. Qualified 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 to perform the service to which they will be assigned in a skilled and worker-like manner 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 date 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 sum 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 279C.505, 279C.515, 279C.520 and 279C.530 are made part of this contract. 8. Living Wage Requirements: If the amount of this contract is $19,825 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 B 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, judgments, or other damages, directly, solely, and proximately caused by the negligence of City. 10. Termination: a. Mutual Consent. This contract may be terminated at an time b mutual consent of both parties. Contract for Personal Services, Revised 06/30/2013, Page 1 of 5 b. City'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: 1. 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; 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 property 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, $1,000,000, or Not Applicable for each accident for Bodily Injury and Property Damage, 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 Contract for Personal Services, Revised 06/30/2013, Page 2 of 5 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 State 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 AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ THIS CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 17. Nonappropriations 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 penalty or liability to City, effective upon the delivery of written notice to Consultant, with no further liability to Consultant. Certification. Consultant shall sign the certification attached hereto as Exhibit A and herein incorporated b reference. Consultant: City of Ashland By By Signature ~w Department e1est Print Name Print Name i Title Date W-9 One copy of a W-9 is to be submitted with the signed contract. Purchase Order No. i i i i Contract for Personal Services, Revised 06/3012013, Page 3 of 5 0 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 under 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 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. X (2) Commercial advertising or business cards or a trade association membership are purchased for the business. (3) Telephone listing is used for the business separate from the personal residence listing- X (4) Labor or services are performed only pursuant to written contracts. x (5) Labor or services are performed for two or more different persons within a period of one year. X (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. J. SFc°iv 5 ~t c. 6 -(4-! y ~,Y I .ct- us f v a 1~ I Contractor (Date) I Contract for Personal Services, Revised 06/30/2013, Page 4 of 5 i Industrial June 19, 2014 Mr. Greg Hunter City of Ashland 20 East Main Street Ashland, OR 97520 Subject: City of Ashland Oregon - Water Treatment Plant Talent Pipe line RTU. Industrial Systems is pleased to provide you with this proposal to design, provide and program an RTU Panel for the Emergency Medford Water Commission intertie being anticipated for this summer. As always, we look forward to working with you. Background: Last winter Industrial Systems provided an RTU panel to the City of Ashland for replacement of some outdated and failing hardware. The design of that panel includes almost enough 1/0 to support the pump station being discussed. In follow up correspondence, we have learned that there are future provisions at this site to be considered. This adds the requirement for significantly more I/O and a larger panel. Scope of Work: Design, Supply, Build, Program and Startup a new RTU panel to control the pressure pump supplying water to Ashland via a new pipe line from Medford Water Commission The control panel will be similar to the one supplied last winter but will also include analog input 1/0 to accept pressure and or flow or level signals. RTU panel will be based on the Control Microsystems SCADA Pack 32 hardware. The RTU will include the additional 1/0 as requested. Create and test a pump station control program based on a control narrative to be provided by the City or by RI-12 engineering. It is assumed this will be a simple booster pump station control so minimal time has been included in this proposal to complete this task. Deliver panel to the City for installation by others. Travel to the site for a two day start up period. During this time, the water system HMI will be modified to reflect the status of the new pump station and allow for changing of appropriate set points and reporting of desired alarm conditions. Deliverables: 1. RTU panel drawings with bill of materials. 2. Completed and tested RTU panel. 3. Pump station control program (basic) 4. Wonderware HMI changes to include monitoring, control and alarming of the new pump station.Two days of onsite programming and start up 5. Proposal cost includes estimated travel and lodging expenses. Assumptions: 1. IS will provide system drawings for review. No official submittal process is expected. 2. A Mutually agreeable schooled will be negotiated for completion of this work. 3. Any permits and associated fees will be the responsibility of the City 4. The City will supply a spare radio or provide a fiber Ethernet connection to this new site from the water treatment plant. Fee Proposal: Industrial Systems, Inc. proposes to provide the services and materials listed above on a lump sum basis. RTU Panel design, program and supply $.24,450.00 Terms shall be as stated in the attached terms and conditions dated 4/18/01. For the purpose of time and material work and any hourly work agreed to beyond this scope, the enclosed billing rates shall be considered as our standard rates. Our standard rates shall be subject to annual revision. To initiate this letter agreement,. please sign below and return a copy to our office Please feel free to call with any questions that you might have. Again, we look forward to working with you on this project. Tro g. CoU,iSovu ('0/19/2014 Troy Collison Date City of Ashland Date Enclosures: Rate Schedule Industrial Systemsinc. 2014 RATE SCHEDULE PROJECT MANAGER $130 /HR SENIOR DESIGN STAFF---------------------------------------------------- $120 /HR DESIGN STAFF $ 110 /HR DRAFTING------------------------------------------------------------------------ $ 68 /HR CLERICAL 45 /HR MILEAGE AND OTHER EXPENSES COST PLUS 15% (The 2014 IRS allowable mileage rate is $0.56/mile) RATE SHEET DEBF ,ncoizv° CERTIFICATE OF LIABILITY INSURANCE DA 6725/OD/Y1'VY) sns/zola THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER (503) 292-1580 CONTACT American Benefits, Inc. APHONE FAX IC No Ext: NC No: 9755 SW Barnes Rd, Suite 290 E-MAIL Portland, OR 97225 ADDRESS: PRODUCER CUSTOMER ID #:INDUSYS-01 INSURE $ AFFORDING COVERAGE NAIC it INSURED Industrial Systems, Inc INSURER A:Liberty Northwest 4110 NE 122nd Ave, Ste 130 INSURER B:Hartford Accident And Indemnit 22357 Portland, OR 97230 INSURERC:Admiral Insurance Company INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE INADM SR UBR POLICY NUMBER MMIDDYEFF MAYO YEXP LIMITS VdVU GENERAL LIABILITY EACH OCCURRENCE $ 2,000,00 A X COMMERCIAL GENERAL LIABILITY BZS5_4620179 1/1/2014 1/112015 PREMISES Ea occunence $ 2,000,00 CLAIMS-MADE ~ OCCUR The Certificate Holder is a Additions Insured MEDEXP (Any one person) $ 15,00 per insurance policy provi ions. PERSONAL &ADV INJURY $ 2,000,00 GENERALAGGREGATE $ 4,000,00 GENL AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP/OP AGG $ 4,000,00 X POLICY PROT F7 LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,00 (Ea auident) A JX ANY AUTO BAS54620179 1/1/2014 1/1/2015 BODILY NJURY(Per person) $ ALL OW NEO AUTOS BODILY INJURY (Per 6etitlent) E SCHEDULED AUTOS PROPERTY DAMAGE HIREDAUTOS (Per accident) $ NONOWNEDAUTOS $ $ X UMBRELLA UAB OCCUR EACH OCCURRENCE $ 2,000,00 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 2,000,00 A US054620179 11112014 11112015 DEDUCTIBLE $ X RETENRON $ 10,000 $ WORMERS COMPENSATION X WC STATU- OTH- AND EMPLOYERS' LUIBILITY B ANY PROPRIETOR,PARTNERIEXECUTNE YIN NIA 52WECLR7227 1111/2013 11/1/201d EL EACHACCIDENT $ 1,000,00 Q8 JLM ER OFFICERIMEMBER EXCLUDED? (Mandatary In NH) E.L. DISEASE -EA EMPLOYE $ 1,000,00 IT yyes deawneurMer DESCRIPTION OF OPERATIONSIoem E. L. DISEASE- POLICY LIMIT IS 1,000,00 C Professional Liability E00000211111-01 11112/2013 11112/2014 $1000000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (AMch ACORD 101, Additional Remarks Schedule, U more apace is required) Certificate Holder is named as an Additional Insured with respects to the liability arising from the operations of the Named Insured. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Ashland THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1Y ACCORDANCE WITH THE POLICY PROVISIONS. 20 East Main Street -Ashland, OR 97520- AUTHORIZED REPRESENTATIVE ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009109) The ACORD name and logo are registered marks of ACORD ' Y RECORDER Page 1 / 1 OW . CITY OF ASHLAND DATE' PO NUMBER 20 E MAIN ST. 6/27/2014 12327 ASHLAND, OR 97520 (541) 488-5300 VENDOR: 013438 SHIP TO: Ashland Public Works INDUSTRIAL SYSTEMS, LLC (541) 488-5587 4110 NE 122ND AVE SUITE 130 51 WINBURN WAY PORTLAND, OR 97230 ASHLAND, OR 97520 FOB Point: Req. No.: Terms: Net Dept: - Req. Del. Date: Contact: Morqan Wavman Special Inst: Confirming? No QuantiUnit' Description- Unit Price' Ext: Price - Design, provide and program an RTU 24,450.00 Panel for the Tap Emergency Project Contract for Personal Services Beqinninq date: June 25, 2014 Completion Date: June 25, 2015 SUBTOTAL 24 450.00 BILL TO: Account Payable TAX 0.00 20 EAST MAIN ST FREIGHT 0.00 541-552-2010 TOTAL 24,450.00 ASHLAND, OR 97520 Account Number , Project Number Amount . •AccountNumber. - Project Number. Amount E 670.08.15.00.70420 E 200808.999 24.450.00 6 Authori d Signatu e VENDOR COPY