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HomeMy WebLinkAbout2023-115 PO 20240104- Cascade Integration & Development Purchase Order FrAl 'r Fiscal Year 2024 Page: 1 of: 1 CITY REriLd COrn �� BCity of Ashland q� � �V g ��s P1j_i ATTN: Accounts Payable L 20 E. Main i Purchase 20240104 Ashland, OR 97520 Order# T Phone: 541/552-2010 0 Email: payable@ashland.or.us V . H 0/0 Wastwater Treatment Plant E CASCADE INTEGRATION AND DEVELOPMENT I 1195 Oak Street N 20959 COOLEY RD STE 100 p Ashland, OR 97520 O BEND, OR 97701 Phone: 541/488-5348 R Fax: 541/552-2364 11I£_IS�'{ �'a2llg� _ .'. :D[�AA Ben Russell MARI � PO "'7s d[:€= �' =� .meg=R { _�E�d� m7"1rr __ _ 08/28/2023 8024 _ FOB ASHLAND OR/NET30 City Accounts Payable WWTP SCADA Services • 1 On-call SCADA Integrator Services for WWTP 1.0 $34,560.00 $34,560.00 Personal Services Agreement (Less than $35,000) ' Completion date: 06/30/2024 Project Account: . *************** GL SUMMARY*************** I 086100-604100i • . $34,560.00/ . • • J• By: ALA. Date:, �= — Authorized Sign- u ..34 560.00 FORM #3 CITY OF S H LAN D A request for a Purchase Order 12 REQUISITION � �D ' D Dateof request:t: -' 07/20/2023 Required date for delivery: „,,' -, ,: Vendor Name CID (Cascade Integration and Development) Address,City,State,Zip 20959 Cooley Rd Suite 100 Bend,OR 97701 • Contact Name&Telephone Number Jonathan Hall(cell)818-488-4754 (Business)541-678-5070 Email address www.cid.tech SOURCING METHOD ❑ Exempt from Competitive Bidding 0 Invitation to Bid ❑ Emergency ❑ Reason for exemption: Date approved by Council:_ 0 Form#13,Written findings and Authorization ❑ AMC 2.50 _(Attach.copy of council communication) 0 Written quote or proposal attached ❑ Written quote or proposal attached '_(If council approval required,attach copy of CC) ❑ Small Procurement 0 Request for Proposal Cooperative Procurement Not exceeding$5,000 Date approved by Council: 0 State of Oregon - ❑ Direct Award _(Attach copy of council communication) Contract# . ❑ Verbal/Written bid(s)or proposal(s) 0 Request for Qualifications(Public Works) 0 State of Washington Date approved by Council: Contract# I _(Attach copy of council communication) 0 Other government agency contract Intermediate Procurement 0 Sole Source Agency GOODS&SERVICES 0 Applicable Form"(#5,6,7 or 8) Contract# , Greater than$5,000 and less than$100,000 0 Written quote or proposal attached Intergovernmental Agreement ❑ (3)Written bids&solicitation attached 0 Form#4,Personal Services$5K to$75K Agency PERSONAL SERVICES Date approved by Council: 0 Annual cost to City does not exceed$25,000. Greater than$5,000 and less than$75,000 Valid until: (Date) Agreement Approved by Legal and approved/signed by NI Less than$35,000,by direct appointment 0 Special Procurement City Administrator.AMC 2.50.070(4) ❑ (3)Written proposals&solicitation attached 0 Form#9,Request for Approval 0 Annual cost to City exceeds$25,000,Council ❑ Form#4,Personal Services$5K to$75K 0 Written quote or proposal attached approval required.(Attach copy of council communication) Date approved by Council:_ r Valid until:_ (Date). - Description of SERVICES WWTP on call SCADA integrator services for duration of contract for fiscal year 2024 TOTAL COST ' r be O 1 ,--- $,34,5e6;,00 P r Item# Quantity Unit Description of MATERIALS Unit Price Total Cost ' i ❑ Per attached quote/proposalTOTAL.COST 1 Project Number Account Number o b s 1 0 0. 6 0 4 1 0 0 34,560 Account Number - Account Number - *Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. IT Director in collaboration with department to approve all hardware and software purchases: IT Director Date Support-Yes/No By signing this requisition form,I certify that the City's public contracting requirements have been satisfied. c Employee: Department He.•���_ ��t TIr.or greate an$5,000) Department Manager/Supervisor: .¢+L'/644.1211 City Manager: (Gr:. • .. .,p) Funds appropriated for current fiscal year: I NO •J Finance Director-(iti. .orgreaterthan$5,000) ►a e.” AY Comments: Form#3-Requisition a ' g -• , v_ _ ,.3.i . , 1 a i ■, @j ( p h t. • .i'.tl. ::,-.r .111:'•.'ri 6 , - 1 ,1 ' +•Ir.. f ,. t,..`:.,I.:44.:/ J':).;r,<'` PlM...S,'i . 14 - ,-`y' .:il,'. .- •--,vs,'- _ .. __ -n'--..... _ .,_ v• 7-_ �_ 'fit ._. ,. -. ' ,. '; vI:ifi .,. i.t ?'4•; ., v Kariann Olson , From:r Heather Rodriguez Sent Monday,August 28,2023 11:45 AM • ' To: Kariann Olson Subject RE:W9'Cascade Integration • • Vendor 8024-Cascade Integration is ready:for use. i . Heather Rodriguez,Accounts Payable " „ . City of Ashland Finance Department ' 20 E Main St,Ashland,Oregon 97520 ,. , (541)552-2010 I TTY'800.735.2900 Heather.Rodriguez@ashland.or.us - • is � ., � , ' Online ashland.or.us;social media(Facebook @CityOfAshlandOregonI Twitter @CityofAshland) This email transmission is official business of the City of Ashland,and it is subject to Oregon Public Records Law for disclosure. and retention.If'you have received this message in error please contact me at(541)552-2010.: From Kariann Olson<kari olson@ashland or us> Sent: Monday,August 28,2023 11:23 AM To: Heather Rodriguez;<heather.'rodriguez@ashland.or.us>. ` . • , C , Cc:.Kariann Olson<kari.olson@ashland.or.us> Subject: FW W9 Cascade Integration Hello Heather, r c know you are super busy. ®' . Just(checking on this W9. Thank you. Kariann Kariann(Kari)Olson,Purchasing Specialist ` II r City of Ashland , Purchasing Office -, 90 North Mountain Avenue,Ashland,Oregon 97520 541.488.5354 I. TTY 800.735.2900 Kari.olson@ashland.or:us, This email transmission is official business of the City of Ashland,and it is subject td Oregon Public Records Law for disclosure and retention.If you have received this message in error,please contact me at 541:488.5354.. From: Kariann Olson<kari.olson@ashland.or.us> • Sent: Monday,August 21,2023 2:37 PM To: Heather. Rodriguez.<heather.rodriguez(a@ashla.nd.or.us>;Accounts Payable'<payable@ashland.or.us> Cc: Kariann Olson<kari.olson@ashland.or.us> Subject:W9 Cascade Integration Got another W9 for a PO. ..thank you! Kariann (Kari)Olson,Purchasing Specialist (!' ar I City of Ashland • Purchasing Office 90North Mountain Avenue,Ashland, Oregon 97520 541.488.5354 I TTY.800.735.2900 Kari.olson@ashland.or.us This email transmission is official business of the City of Ashland;and it is subject to Oregon Public Records Law for disclosure and retention.If you have received this message in error,please contact me at 541.488.5354.. \ " • 2 PERSONAL SERVICES AGREEMENT (LESS THAN $35,000) CONSULTANT: CASCADE INTEGRATION AND DEVELOPMENT CITY OF -ASHLAND CONTACT: Jonathan Hall 20 East Main Street Ashland,Oregon 97520 ADDRESS: 20959 Cooley Rd, Suite 100. Bend, Telephone: 541/552-2335 OR Fax: 541/552-2364 TELEPHONE: 541.678.5070 EMAIL: jonathan.hall®cid.tech This Personal Services Agreement (hereinafter "Agreement") is entered into by and between the City of Ashland, an Oregon municipal corporation (hereinafter "City") and Cascade Integration and Development, a domestic corporation ("hereinafter"Consultant"), for Wastewater Treatment Plant on call SCADA implementation services. NOW THEREFORE,in consideration of the mutual covenants contained herein,the City and Consultant hereby agree as follows: 1. Effective Date and Duration: This Agreement shall become effective on the date of execution on behalf of the City, as set forth below (the"Effective Date"), and unless sooner terminated as specifically provided herein,shall terminate upon the City's affirmative acceptance of Consultant's Work as complete and Consultant's acceptance of the City's final payment therefore,but not later than June 30,2024. 2. Scope of Work: Consultant will provide Wastewater Treatment Plant on call SCADA implementation services as more fully set forth in the Consultant's Proposal dated July 19', 2023, which is attached hereto as"Exhibit A"and incorporated herein by this reference. Consultant's • services are collectively referred to herein as the"Work." 3. Supporting Documents/Exhibits; Conflicting Provisions: This Agreement and any exhibits or other supporting documents shall be construed to be mutually complementary and supplementary wherever possible. In the event of a conflict which cannot be so resolved,the provisions of this Agreement itself shall control over any conflicting provisions in any of the exhibits or supporting documents. 4. All Costs Borne by Consultant: Consultant shall, at its own risk,perform the Work described above and,unless otherwise specified in this Agreement,furnish all labor, equipment, and materials required for the proper performance of such Work. S. Qualified Work: Consultant has represented, and by entering into this Agreement now represents,that all personnel assigned to the Work to be performed under this Agreement 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. 6. Compensation: City shall pay Consultant for its work at the hourly rates and for the charges set forth on pages 2-3 of"exhibit A"which is attached hereto and incorporated herein by this reference, as full compensation for Consultant's performance of all Work under this Agreement. In no event shall Consultant's total of all compensation and reimbursement under this Agreement exceed the sum of$34,560.00 (thirty-four thousand five hundred sixty dollars)without the express,written approval from the City official whose signature appears below, or such official's successor in office. Payments shall be made within thirty(30)days of the date of receipt by the City of Consultant's invoice. Should this Agreement be terminated prior to completion of all Work,payments will be made for any phase of the Work completed and accepted as of the date of termination. 7. Ownership of Work/Documents: All Work,work product, or other documents produced in furtherance of this Agreement belong to the City,and any copyright,patent,trademark proprietary or any other protected intellectual property right shall vest in and is hereby assigned to the City. 8. Statutory Requirements: The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220,279B.230 and 279B.235. 9. Living Wage Requirements: If the amount of this.Agreement is$25,335.05 or more,Consultant is required to comply with Chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined in that chapter,to all employees performing Work under this Agreement and to any Subcontractor who performs 50%or more of the Work under this Agreement. Consultant is also required to post the notice attached hereto as"Exhibit B"predominantly in areas where it will be seen by all employees. 10. Indemnification: CID assumes no duty to defend nor indemnify the City for any claim not arising out of CID's negligence, violation of duty of care,or willful misconduct, and CID's liability shall not exceed beyond CID's proportional fault or insurance limits. In no event shall CID have an obligation to defend or reimburse for costs of defense beyond the extent of CID's negligence, arising from or in connection with CID's scope of Services nor beyond the extent covered by CID's professional liability insurance coverage for Professional or General Liability for all other Services.Without assuming any duty to defend or indemnify, if CID is found to have any such duty,the City shall(i)provide notice to CID of their intent to seek the same;(ii)cooperate in the defense of any claim,(iii)not admit fault or offer a settlement which obligates any indemnification by CID; (iv)not authorize a settlement or compromise a claim without CID's written authorization if such settlement or compromise obligates any indemnification by CID. 11. Termination: a. Mutual Consent. This Agreement may be tenninated at any time by the mutual consent of both parties. b. City's Convenience. This Agreement may be terminated by City at any time upon not less than thirty(30)days' prior written notice delivered by certified mail or in person. c. For Cause. City may terminate or modify this Agreement, 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: i. 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 Agreement or are no longer eligible for the funding proposed for payments authorized by this Agreement; or iii. If any license or certificate required by law or regulation to be held by Consultant to provide the services required by this Agreement is for any reason denied,revoked, suspended,or not renewed. d. For Default or Breach. i. Either City or Consultant may terminate this Agreement in the event of a breach of the Agreement by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and its intent to terminate. If the party committing the breach has not entirely cured the breach within fifteen(15)days of the date of the notice, or within such other period as the party giving the notice may authorize in writing,then the Agreement 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 Agreement. City,by written notice to Consultant of default or breach, may at any time terminate the whole or any part of this Agreement if Consultant fails to provide the Work called for by this Agreement within the time specified herein or within 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 Agreement. 12. Independent Contractor Status: Consultant is an independent contractor and not an employee of the City for any purpose. 13. Assignment: Consultant shall not assign this Agreement 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. 14. 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 under the 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 Agreement; or attempts to assign rights in,or delegate duties under, this Agreement. 15. Insurance. Consultant shall, at its own expense,maintain the following insurance: a. Workers' Compensation. Consultant shall obtain and maintain Workers' Compensation insurance in compliance with ORS 656.017,which requires subject employers to provide Oregon Workers' Compensation coverage for its subject workers,unless such employers are exempt under ORS 656.126. If exempt under ORS 656.126, Consultant shall certify such exemption to the City. b. Professional Liability insurance with a combined single limit, or the equivalent, of not less than$2,000,000(two million dollars)per occurrence. This is to cover any damages caused by error,omission or negligent acts related to the Work to be provided under this Agreement. c. General Liability insurance with a combined single limit,or the equivalent, of not less than $2,000,000(two million dollars)per occurrence for Bodily Injury, Death, and Property Damage. d. Automobile Liability insurance with a combined single limit,or the equivalent, of not less than $1,000,000(one million dollars)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 intent not to renew the insurance coverage(s)without thirty(30) days' prior 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,excluding Professional Liability and Workers' Compensation, required herein,but only with respect to Consultant's services to be provided under this Agreement.The consultant's insurance is primary and non-contributory.As evidence of the insurance coverages required by this Agreement,the Consultant shall furnish acceptable insurance certificates and endorsements prior to commencing the Work under this Agreement. 16. Nondiscrimination: Consultant agrees that no person shall, on the grounds of race, color,religion, creed,sex,marital status, familial status or domestic partnership,national origin, age,mental or physical disability, sexual orientation,gender identity or source of income, suffer discrimination in the performance of any Work under this Agreement when employed by Consultant. Consultant agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes,rules and regulations. Further, Consultant agrees not to discriminate against a disadvantaged business enterprise, minority-owned business, woman-owned business,a business that a service-disabled veteran owns or an emerging small business enterprise certified under ORS 200.055,in awarding subcontracts as required by ORS 279A.110. 17. Consultant's Compliance With Tax Laws: 17.1 Consultant represents and warrants to the City that: 17.1.1 Consultant shall,throughout the term of this Agreement, including any extensions hereof, comply with: (i)All tax laws of the State of Oregon,including but not limited to ORS 305.620 and ORS Chapters 316, 317,and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant; and (iii) Any rules,regulations,charter provisions,or ordinances that implement or enforce any of the foregoing tax laws or provisions. 17.1.2 Consultant, for a period of no fewer than six(6)calendar years preceding the Effective Date of this Agreement,has faithfully complied with: (i) All tax laws of the State of Oregon,including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant; and (iii) Any rules,regulations,charter provisions,or ordinances that implement or enforce any of the foregoing tax laws or provisions. 18. Governing Law;Jurisdiction: This Agreement shall be governed and construed in accordance with the laws of the State of Oregon without regard to conflict of laws principles. Each party expressly waives any rights to maintain an action under this Agreement in any other venue. Any disputes between the parties shall be resolved through mandatory arbitration under the rules of Arbitration Service of Portland. The results of arbitration shall be fmal and binding. Exclusive venue for litigation of any action arising under this Agreement shall be in the State of Oregon for Jackson County. 19. Notice. Whenever notice is required or permitted to be given under this Agreement, such notice shall be given in writing to the other party by personal delivery,by sending via a reputable commercial overnight courier,by mailing using registered or certified United States mail, return receipt requested,postage prepaid,or by electronically confirmed at the address or facsimile number set forth below: If to the City: City of Ashland Wastewater Treatment Attn: Ben Russell 90 N. Mountain Ave. Ashland, Oregon 97520 Telephone: 541.552.2335 With a copy to: City of Ashland-Legal Department 20 East Main Street Ashland, Oregon 97520 Telephone: 541-488-5350 If to Consultant: CID Attn: Matthew Callahan 20959 Cooley Rd, Suite 100 Bend,OR 97701 , 20. Amendments. This Agreement may be amended only by written instrument executed by both parties with the same formalities as this Agreement. 21. Limitations of Liability.In no event,whether as a result of breach of contract,warranty or tort (including negligence),shall CID or its suppliers be liable for any indirect, consequential, incidental,special damages,including for purposes of illustration,but not for limitation,loss of profits or revenues,costs of capital, costs of substitute or replacement products,facilities service or power down time costs, or claims of the City's customer for such damages. If the City transfers title to or leases the products sold or serviced hereunder to any third party,the City will defend and hold CID harmless from any claims of such third parties. If CID causes delays that are concurrent with delays caused by subcontractors or the City, CID shall only be responsible for an equitable share of liquidated damages that City may assess against CID,but only to the extent liquidated damages are caused by the negligence of CID. CID's liability on any claim of any kind (including negligence)for any loss of damage arising out of or resulting from this agreement,or from the performance or breach thereof,or from the products or services furnished hereunder, shall in no case exceed insurance limits. All such liability shall terminate upon the expiration of the warranty period as stated herein. The furnishing of advice of other assistance,without separate compensation therefore,will not subject CID to any liability,either in contract,warranty,tort (including negligence),or otherwise. 22. THIS AGREEMENT AND THE ATTACHED EXHIBITS CONSTITUTE THE ENTIRE UNDERSTANDING BETWEEN THE PARTIES. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS,EITHER ORAL OR WRITTEN,NOT SPECIFIED HEREIN REGARDING THIS AGREEMENT. CONSULTANT, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT,UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 23. Certification. Consultant shall execute the certification attached hereto as"Exhibit C" and incorporated herein by this reference. IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective names by their duly authorized representatives as of the dates set forth below. CITY OF ASHL ND_:_ Cascade Inte ation!an Development: By: By: r.d l"j I. --",- Signature V 8igf ature .SeoTT— Fc- 41. MA66.1_4_114EIJ 66.1_4_11/S iM/U '"---Printed Name . .._ Printed Name P�2c- . mss �c � Per-6C r N Title Title d.21.2o2 /l7 /Zez Date Date 7-._e2;2--iQ (D 16 Purchase Order No. (W-9 is to be submitted with this signed Agreement) • Approved as to form. Carmel Zahran, Assistant City Attorney. 8.18.23 , ' a''.-..--'''''''' '.''''s ...:. '- ate" EXHIBIT B CITYOF ASHLAND, OREGON city of Ashland LIVING ALL employers described WA( ■a below niust comply with City of Ashland laws regulating payment of a living wage_ $1.8.12 per hour,affective June 30,2023. The Living Wage is adjusted annually every VMS June 30 by the Consumer Price Index. Employees must be paid a portionofthebusinessof of health care,retirement,. living wage: their employer,if the 401K,anti IRS eligible employer has ten or more cafeteria plans fnducing employees,and has received childcare)benefits to the r For all hours worked under a financial assistance for the employee's amount of wages. service contract between their prajectorbusiness fmmthe employer and the City of City of Ashland over r Note: For temporary and Ashland if the contract $25,335.05; parttime employees,the exceeds$25,335.05 or more. i If their employer is the Cty of the first 1040 haws Wage does notworked Far all hours worked in a Ashland,including the Parks in any calendar year..For month,if the employeeand Recreation Department more dells,please see spends 503'of more of the Ashland Municipal Code employee's time in that month r In calculating the living wage, Section 312.020. working on a projector employers may add the value For additional information: Call the Ashland City Managers office at 541-488-6002 or write to the City Manager, City Nal,20 East Main Street,Ashland,OR 97520,or visit the City's website at www.ashland.or.us. Notice to Employers: This notice must be posted in areas where ft can be seen by all employees. CITY OF ASHLAND EXHIBIT C CERTIFICATIONS/REPRESENTATIONS: Consultant,by and through its authorized representative, 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)Consultant 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. Consultant further represents and warrants to City that: (a)it has the power and authority to enter into this Agreement and perform the Work, (b)the Agreement, when executed and delivered, shall be a valid and binding obligation of Consultant enforceable in accordance with its terms, (c)the work under the Agreement shall be performed in accordance with the degree of care and skill ordinarily exercised by members of the same profession, currently practicing under similar circumstances, and(d) Consultant is qualified,professionally competent, and duly licensed (if applicable)to perform the Work. Consultant also certifies under penalty of perjury that its business is not in violation of any Oregon tax laws,it is an independent contractor as defined in the Agreement,it is authorized to do business in the State of Oregon, and Consultant has checked four or more of the following criteria that apply to its business. ML (1) Consultant carries out the work or services at a location separate from a private residence or is in a specific portion of a private residence,set aside as the location of the business. M( (2.)Commercial advertising or business cards or a trade association membership are purchased for the business. NtC (3)Telephone listing is used for the business separate from the personal residence listing. Me (4)Labor or services are performed only pursuant to written contracts. M C (5)Labor or services are performed for two or more different persons within a period of one year. M� (6)Consultant assumes financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds,warranties, errors and omission(professional liability) insurance or liability insurance relating to the Work or services to be provided. Consulta i'�s signs ur g// 7/ z3 Date ., ,ti , T> _•:; OPP—2023/24 City of Ashland WWTP Js f t) SCADA Support July 19`",2023 City of Ashland Ben Russell "Exhibit A" Wastewater Treatment Plant Supervisor City of Ashland Public Works 20 East Main Street Ashland,OR 97520 Tel:541/552-2335 Fax:541/552-2364 Mr.Russell, We are Cascade Integration and Development,Inc.(CID),a registered S-Corporation and a California contractor doing business as CID Technologies,CSLB#1019085. This proposal contains proprietary and confidential information of CID and shall not be used,disclosed or reproduced,in whole or in part,for any purpose other than to evaluate this proposal,without the prior written consent of CID.Title in and to this document and all information contained herein always remains in CID. This is a proposal for 2023 SCADA support services for the City of Ashland's wastewater treatment facility located at 1295 Oak Street. The general scope of the support includes preventative and reactive support executed onsite and remotely by CID technicians and engineers as applicable. This is a time and materials proposal with provisions for the preventive and reactive work,but ultimately the work will be directed by the City of Ashland. All rates for different services are defined in section 7. Jonathan Hall is our engineer located closest to the plant and will therefore be your primary contact for support.Jonathan is classified as"Level 3"in our rates. This estimate expires August 27th,2023. The estimate is separated into the following sections: 1. Proposal Type 2. Assumptions and Unknowns 3. Scope 4. Schedule 5. Expenses 6. Cost Summary 7. Payments 8. Rates 9. Terms and Conditions of Sale 10. Acceptance of Proposal CID,Inc.thanks you for the opportunity to provide you with our quality control solutions. Sincerely, la ahan 13 541.678.5070 9 20959 Cooley Rd.Suite 100, Bend,OR 97701 zwww.cid.tech C IDINC 1. PROPOSAL TYPE 1.1. Time&Materials. All hours and costs defined below are for estimations only. If all hours are consumed a change order or separate proposal will be provided by CID per the preference of the City of Ashland. 2. ASSUMPTIONS AND UNKNOWNS 2.1. All PLC programs are fully documented and up to date. 2.2. Electrical prints exist and are up to date for all systems that CID is requested to support. 3. SCOPE 3.1. CID will provide the following remote services: 3.1.1.9 hours per month(108 annually)to work on"punch list"items and preventive maintenance. This includes drive time to and from the site. 3.1.2.7 hours per month(84 annually)for reactive maintenance and support calls. *Please note that after-hour,weekend,and holiday support carry unique rates with minimum charges. Refer to section 8 for details. 3.1.3.Cost: $34,560(192 hours @$180/hour) 3.2. CID will not provide the following as part of this proposal: 3.2.1.Any hardware,software,software licensing,or software subscriptions. 3.2.2.Responsibility for results of requested modifications to the control system. 3.2.3.Responsibility for mechanical/process design or performance. 3.2.4.Remote access management or security management(such as firewalls,routers,AN software,etc.) 3.2.5.Responsibility for cybersecurity risks,exploits,or oversights in existing OT networks. 3.2.6.Replacement hardware for failed SCADA components. 3.3. CID will require the customer to provide the following to fulfill the work proposed: 3.3.1.Remote access information. 3.3.2. Backups of all PLC programs,Wonderware applications,and Panelview Applications. 3.3.3.Access to electrical prints for all systems that require support in PDF form. 3.3.4.Onsite coordination and cooperation to troubleshoot issues that arise as part of reactive maintenance. 4. SCHEDULE 4.1. The term of this proposal is July 1",2023,through June 30th,2024. 5. EXPENSES 5.1. Mileage Reimbursement 5.1.1.Will be applicable for onsite support. 5.1.2.Jonathan's regular daily mileage is 40 miles. 5.1.3.Changes in the federal rate will affect the billed mileage rate at any point during the contract. 5.2. Per Diem 5.2.1. If only a secondary point of contact is available for onsite support,a minimum per diem allowance will be applied depending on the length of stay. 5.2.2.Meals:$75/day minimum 5.2.3. Lodging:$150/night minimum Page 2 of 6 OPP—2023/24 City of Ashland WWTP SCADA Support Confidential CIDINC 6. COST SUMMARY 'Combined P b"bel Costs°¢ _ , Estimated Labor $34,560 Materials $0 Expenses $0 Total $34,560 7. PAYMENTS 7.1. Terms of payment are: 7.1.1.All labor will be billed monthly. Invoices will provide summarized hours. Detailed time sheets will be provided only upon request. 7.1.2.Payment of the entire invoiced amount is required within 30 days of the invoice date. 7.1.3.A service charge of 1.5%per month,but not to exceed the highest amount lawfully allowed by contract in this state,will be made on all past due accounts. 7.1.4.CID,Inc.standard terms and conditions of sale are provided in section 9 of this proposal. 8. RATES ✓����-77—Schedul'ed Work - - .Leveh1' .:L'eve 2 N Level 3�� Commissioning $145 $160 $180 Custom Code,Database&Report Development $160 $180 $190 Customer Training $145 $160 $180 Document Management-admin $100 $100 $100 Design Documentation $145 $160 $180 Drafting $110 $140 $150 Electrical Design $145 $160 $180 HMI Programming $145 $160 $180 Instrument Specification&Procurement $110 $140 $150 IT Hardware Configuration $170 $180 $190 Network Design $170 $180 $190 Panel Fabrication&shipment $107 $107 $107 PLC Programming $145 $160 $180 Project Management $145 $160 $180 Routine Maintenance $145 $160 $180 Simulation Development $145 $160 $180 Travel Prep&Time $97 $97 $97 ReactiierSuppo'rt 1Vli`nimum''�har�e; Level 19 ;Level;21• ;Level`3' Weekdays 7am-6pm n/a $145 $160 $180 Weekends(all hours)and Weekdays 2 Hours $175 $195 $215 After Hours(6pm-7am) Holidays 4 Hours $175 $195 $215 Page 3 of 6 OPP—2023/24 City of Ashland WWTP SCADA Support Confidential C I ® INC 9. TERMS AND CONDITIONS OF SALE 9.1. TERMS OF SALE:All CID,Inc.proposals,all acceptance of PURCHASER'S orders,and all sales by CID,Inc. are expressly limited,and expressly made conditional upon the PURCHASER'S acceptance of and assent to the CID,Inc.Terms and Conditions of Sales as set forth herein,notwithstanding receipt of,or acknowledgment of,the PURCHASER'S order form or specifications containing additional or different provisions,or conflicting oral representations by any agent or employee of CID,Inc.No waiver,change, or modification of any terms or conditions set forth in this proposal shall be binding on CID,Inc.unless made in writing and signed by an officer or authorized manager of CID,Inc. City Agrees. 9.2. WARRANTY: CID shall perform all services defined in the Scope("Services")in a manner consistent with the degree of care and skill ordinarily exercised by members of the same profession,currently practicing under similar circumstances. CID makes no warranties,express or implied,under this proposal,or any acceptance thereof,in connection with the Services.CID warrants that it owns or has the rights necessary to grant to PURCHASER the rights to any work product developed per the terms of this proposal. By accepting this proposal,PURCHASER warrants that it owns or has the rights necessary to grant to CID access to its intellectual property in accordance with the terms of this proposaIGty Agrees 9.2.1.CID warrants that all equipment and products manufactured by CID and bearing its name to be free of defects in material and workmanship under normal use and service for a period of twelve(12) months from the date of shipment from CID,except for equipment which carries less than a one year warranty(from the date of shipment from CID)by the original equipment manufacturer. In those cases,CID will warrant that equipment for the same length of time as the original equipment manufacturer. This warranty is applicable only if the CID product and/or equipment is installed, operated,and maintained in accordance with factory recommendations and procedures. 9.2.1.1.In the event that CID product and/or equipment is found to be defective within the above- stated warranty period,CID will repair or replace defective parts if the product or equipment is shipped prepaid to CID's manufacturing facility(unless specified otherwise by CID)and if such product and/or equipment is found by CID's inspection to be truly defective in workmanship or material,CID will return-ship such repaired product and/or equipment prepaid within the Continental United States. If CID's inspection does not disclose any defect in workmanship or material,repairs will be made at a reasonable charge. 9.2.1.2.The warranties set forth herein are in lieu of any and all other warranties,express or implied, including the warranties of merchantability and fitness for purpose and PURCHASER acknowledges that no other representations were made to him or relied upon by him with respect to the quality and function of the goods herein sold. 9.3. LIMITATIONS OF LIABILITY: In no event,whether as a result of breach of contract,warranty or tort (including negligence),shall CID or its suppliers be liable for any indirect,consequential,incidental, special damages,including for purposes of illustration,but not for limitation,loss of profits or revenues, loss of use of equipment furnished or serviced by co,damage to,or loss of use of,any associated equipment,costs of capital,costs of substitute or replacement products,facilities service or power down time costs,or claims of the PURCHASER's customer for such damages. If the PURCHASER transfers title to or leases the products sold or serviced hereunder to any third party the PURCHASER shall obtain from such third party a provision affording to CID and its suppliers the protection of the preceding sentence, and the PURCHASER will defend and hold CID harmless from any claims of such third parties. If CID causes delays that are concurrent with delays caused by other subcontractors or the PURCHASER, CID shall only be responsible for an equitable share of liquidated damages that PURCHASER may assess against CID,but only to the extent liquidated damages are caused by the negligence of CID. CID's liability on any claim of any kind(including negligence)for any loss of damage arising out of or resulting from this agreement,or from the performance or breach thereof,or from the products or services furnished hereunder,shall in no case exceed the price of the specific product or service which gives rise to the claim. All such liability shall terminate upon the expiration of the warranty period as stated herein. Page 4 of 6 OPP—2023/24 City of Ashland WWTP SCADA Support Confidential CID N C The furnishing of advice or other assistance,without separate compensation therefore,will not subject CID to any liability,either in contract,warranty,tort(including negligence),or otherwisesee City contract 9.4. INDEMNITIES: CID assumes no duty to defend nor indemnify PURCHASER for any claim unless and until there is a finding that CID was negligent or violated a standard of care,and in no event shall CID's liability extend beyond the extent of CID's proportional fault nor the amount of contractual Services. In no event shall CID have an obligation to defend or reimburse for costs of defense beyond the extent of CID's negligence,arising from or in connection with CID's scope of Services nor beyond the extent covered by CID's professional liability insurance coverage for Professional Services or General Liability for all other Services. Without assuming any duty to defend or indemnify,if CID is found to have any such duty, PURCHASER shall:(i)provide notice to CID of their intent to seek the same;(ii)cooperate in the defense of any claim;(iii)not admit fault or offer a settlement which obligates any indemnification by CID;(iv)not authorize a settlement or compromise a claim without CID's written authorization if such settlement or compromise obligates any indemnification by CID. City Contract revised to include CID language 9.5. NO RESPONSIBILITY FOR GRATUITOUS INFORMATION OR ASSISTANCE: The furnishing of advice or other assistance without separate compensation therefore will not subject CID,Inc.to any liability,either • in contract,warranty,tort(including negligence),or otherwise.city Agrees 9.6. CANCELLATION AND TERMINATION:Any order or contract may be terminated by PURCHASER only by written notice and upon payment to CID,Inc.of reasonable and proper cancellation charges,including but not limited to all labor,facility,and equipment costs related to the order or contract which have been incurred prior to the date of notice of cancellation.All additional costs resulting from the cancellation,including full cost of any materials CID,Inc.has purchased that cannot be canceled or returned,plus restocking charges on all returnable material,and fifteen percent(15%)of the final net price will be included in the cancellation charges to compensate for disruptions in scheduling,planned production,and other direct costs.All engineering,software,drafting,and shop time expended on the project prior to cancellation will be included in the cancellation charges at CID,Inc.standard rates for such services.Payment shall be made within thirty(30)days from the date of invoice.CID,Inc.shall have the right to cancel any order or contract at any time by written notice for any breach of the order or contract by the PURCHASER,or by government action and CID,Inc.shall be entitled to collect cancellation charges as identified above.See City contract termination 9.7. FORCE MAJEURE:CID,Inc.shall not be liable for any loss,damage,or delay in delivery due to acts of God or causes beyond its reasonable control including acts of the PURCHASER,acts of civil or military authority,fires,strikes,floods,epidemics,quarantine restrictions,war,riots,delays in transportation, transportation embargoes,or inability due to causes beyond its reasonable control to obtain necessary engineering talent,labor,materials,or manufacturing facilities.In the event of such delay,the date or dates for performance hereunder by CID,Inc.shall be extended for a period equal to the time lost by reason of the delay. Force Majeure:City Agrees. 9.8. REGULATORY LAWS AND/OR STANDARDS:CID,Inc.makes no promise or representation that its product will conform to any federal,state or local laws,ordinances,regulations,codes,or standards,except as particularly specified and agreed upon for compliance in writing as a part of the contract between PURCHASER and CID,Inc.CID,Inc.prices do not include the cost of any related inspections or permits for inspection fees.City does not agree. 9.9. SHIPMENT:Shipments will be F.O.B.Origin.PURCHASER is to pay all shipping,insurance and related expenses.CID,inc.shall not be liable for damage to or loss of equipment after shipment of such equipment.Scheduled or stipulated shipping dates are approximate and based upon prompt receipt of all necessary information from PURCHASER.If shipment is delayed at the request of,or due to acts or omissions by PURCHASER,CID,Inc.shall have the right to store items related to this project at a place of Page 5 of 6 OPP—2023/24 City of Ashland WWTP SCADA Support Confidential C IDINC its own choice at PURCHASER'S risk and expense.Each shipment shall be examined by the PURCHASER immediately upon receipt thereof,and any claim for shortage or any other cause must be reported to CID,Inc.promptly after such receipt.shipmcnt:City Agrees. 9.10.GOVERNING LAW:These Terms and Conditions of Sale shall be construed in accordance with the law of the State of Oregon. Any disputes between the parties shall be resolved through mandatory arbitration under the rules of the Arbitration Service of Portland. The results of the arbitration shall final and binding. The arbitration hearing shall be held in Bead,Oregon. City agrees to arbitration in Jackson County, see clause 18 in standard City Contract 9.11.ASSIGNMENT:FFlm agreement new nor assigned by PURGI4AAER withcre4-the written consea#of CIO, Inc.CID,-Inc.ma*.assign.#his Agreement'feed]assignmea is in ccanectioa-with the-sale-of substantially a4-e€its-assets — Refer to assignment clause 13 in City Contract 9.12.SEVERABILITY: The invalidity of any segment of these Terms and Conditions shall in no way operate to invalidate any other portion and,except for the invalid segment,the entire balance of these Terms and Conditions shall be and remain in full force and effect.severability:City Agrees ALL TERMS AND CONDITIONS ARE HEREBY ACCEPTED. Please check as applicable: • a PO has been issued in conjunction with the acceptance of this proposal • a PO will not issue in conjunction with the acceptance of this proposal, please reference when billing. By: Signature of officer,partner or person duly authorized to sign Printed name/title Date: Page 6 of 6 OPP–2023/24 City of Ashland WWTP SCADA Support Confidential • ACCORD CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) L.. • 07/27/2023 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 have ADDITIONAL INSURED provisions or 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 • , Focus/ Insurance Group,Inc CONTACT FAX NONE: Crystyl Ramirez •. 720 E Jackson St E18.7..Ext): 541-7724120 (A/C.No):541-772-7900 Medford,OR 97504 • ADDRESS: crystyl@focuslins.com License#: NPN: 16192192&CA INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Lloyd's of London INSURED Cascade Integration&Development,Inc INSURER B: Progressive Casualty Insurance DBA CID Technologies INSURER C: AIG Specialty Insurance Company . 20959 Cooley Rd Ste 100 INSURER D: Security National Insurance Company Bend,OR 97701 INSURERE: . INSURER F: COVERAGES CERTIFICATE NUMBER: 00025691-628529 REVISION NUMBER: 6 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE WVD POLICY NUMBER (MM/DD!YYYY) (MMIDDIYYYY) A X COMMERCIAL GENERAL LIABILITY Y ESL0039601520 01/23/2023 01/23/2024 EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X OCCUR PREM SES EGE TO a RENTED $ 250,000 MED EXP(Any one person) $ 10,000 PERSONAL 8 ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: • GENERAL AGGREGATE $ 2,000,000 X POLICY LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ - B AUTOMOBILE LIABILITY Y 965436413 01/23/2023 01/23/2024 (EaaccideDnSINGLEUMIT $ 1,000,000 ANY AUTO • BODILY INJURY(Per person) $ OWNEDSCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY X AUTOS _ HIRED NON-OWNED PROPERTY DAMAGE $ X AUTOS ONLY X AUTOS ONLY (Per accident) . $ C X UMBRELLA UAB X OCCUR Y BE019334552 . 09/10/2022 09/10/2023 EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED X RETENTION$ 0 $ D WORKERS COMPENSATION SWC1426477 • 01/23/2023 01/23/2024 X PER OTH- AND EMPLOYERS'LIABILITY - STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y!N N!A E.L.EACH ACCIDENT $ 1,000,000 ((Mandatory In NH)EXCLUDED? N EL.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 A Professional Liab. ESL0039601520 01/23/2023 01/23/2024 Aggregate 2,000,000 . A Pollution Liability ESL0039601520 01/23/2023 01/23/2024 Aggregate 2,000,000 • DESCRIPTION OF OPERATIONS/LOCATIONS!VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached It more space Is required) The City of Ashland,Oregon,and its elected officials,officers and employees are named as Additional Insureds with respects to General Liability and Automobile Liability(including Umbrella Liability).30 Day Notice of Cancellation applies. CERTIFICATE HOLDER CANCELLATION • SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Ashland THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 20 East Main Street • • Ashland,OR 97520 AUTHORIZED REPRESENTATIVE Il I vl' (CMR) ''©19:8-2015ACORD CORPORATION. All rights reserved. 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