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2019-300 PO 20200237- RH2 Control Systems NW
Cf'Y. RECORDS , Purchase Order rift Fiscal Year 2020 Page: 1 of: 1 -res u Bl y+ 7 °IL` rl�tf �al�tcl�li�j City of Ashland I ATTN: Accounts Payable • Purchase L Ashland, OR 97520 Order# 20200237 T Phone: 541/552-2010 O Email: payable@ashland.or.us • V •RH2 CONTROL SYSTEMS NW H C/ O Public Works Department N22722 29TH DRIVE SE I 51 anburn Way N STE 210 P Ashland, OR 97520 OR BOTHELL, WA 98021 - Phone: 541/488-5347 T Fax: 541/488-6006 i1.(1 r31 f- (^Jl 1 [I JYI�' 1�C i; 2 J �E'3r Ir ` E>1^tf�1 1 a.-'� ;7:4.-5M lA-.` i 1 [- —i J r=te _.� . • _ _ _ [ 5 � I I I 1 `=- l< �v-,a�r�l�F-. ---. ll�(s,.ta�l� (� rR J ear_ -. 7€ __ 1_Ja.I it � l P - _ 'r Olaf T7,-f-�i s' � F61 -, _ Instrumentation WW Systems - • 1 Instrumentation and control system support for wastewater 1 $25,000.0000 $25,000.00 system • Personal Services Agreement(greater than $25,000.00) Completion date: 06/30/2023 Project Account: • Project Account: ***************GL SUMMARY*************** 086000-604100 $5,000.00 +y 086100-604100 $20,000.00 • • • • • • By: �o\r1 Vtil Date: ID Ct ( ( C' Authorized Signature $25 000.00 1a...,e_g.-Z-. G0 i F&RM #3 / CITY OF A request for a Purchase ® er ASHLAND REQUISITION v D �� Date of request: 10/17/2019' Vendor Name Control Systems NW LLC DBA RH2 Control Systems NW Address,City,State,Zip 22722 29th Drive SE Bothell,WA 98021 Contact Name , Eric Summers Telephone Numbr 425-951-5338 Email address , esummersfirh2.com SOURCING METHOD ❑ Exempt from Competitive Bidding. 0 Emergency ❑ Reason for exemption: 0 Invitation to Bid (Copies on file) ❑ Form#13,Written findings and Authorization ❑ AMC 2.50 Date approved by Council: 0 Written quote or proposal attached ❑ Written quote or proposal attached _(Attach copy of council communication) _(If council approval required,attach copy of CC) ❑ Small Procurement Cooperative Procurement Less than$5,000 0 Request for Proposal (Copies on file) 0 State of Oregon ❑ Direct Award Date approved by Council: Contract# ❑ Verbal/Written quote(s)or proposal(s) (Attach copy of council communication) ❑ State of Washington Intermediate Procurement 0 Sole Source Contract# GOODS&SERVICES 0 Applicable Form(#5,6,7 or 8) 0 Other government agency contract $5,000 to$100,000 ❑ Written quote or proposal attached Agency ❑ (3)Written quotes and solicitation attached 0 Form#4, Personal Services$5K to$75K Contract# • PERSONAL SERVICES ❑ Special Procurement Intergovernmental Agreement $5,000 to$75,000 0 Form#9,Request for Approval ❑ Agency ❑� Less than$35,000,by direct appointment 0 Written quote or proposal attached Date original contract approved by Council: (3)Written proposals/written solicitation (Date) ❑ p p Dateliapproved by Council: _(Attach copy of council communication) ❑■ Form#4, Personal Services$5K to$75K Valid until: (Date) Description of SERVICES Total Cost Stilt,Gv��lc[ Z�/lf 4.nto.t'Scao pep�n art.Le _ — -- _ ; eytiu fiord rrvila SE.4o.4 ' . KcAW4 ��. Instrumentation and control system support for wastewater system ' Item# Quantity Unit Description of MATERIALS Unit Price Total Cost ! TOTALaCOST: 1=1 Per attached quotelproposal Project Number _ Account Number 0 8 6 1 0 0.6 0 4 1 0 Elf $_,_ 2 0,0 0 0 0 0 W uJP[w•I _ Project Number Account Number 0 6 6 0 0 0. 6 0 4 1 0 0 $_, 5,0 0 0 .0 0 WO c.ii Project Number -_ _ _ Account Number - $_,- - -I_ _ _._ *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 requisitionlIe,,, // form, I certify that the City's public contracting requirements have been satisfied. Employee:AMD f1UI V\ 1.)Q �-C� Department Head: /. i / , s' °�r-'�i `�� ty ual 1 or greater t $5 00) Department ManagerlSupervisor: .City Administratr: 0jan Z(Equaltreatertan$ 5,000) Funds appropriated for current fiscal year: �r�.f / NO �E •t'1 CkiltA O / t o/ 0 -1(61 Deputy Finance Director-(Equal to or greater than$5,000) Date Comments: Form#3-Requisition PERSONAL SERVICES AGREEMENT(greater than $25,000.00) CONSULTANT: Control Systems NW, LLC dba RH2 Control Systems CITY . OF CONSULTANT'S CONTACT: Eric Summers ASHLAND 20 East Main Street ADDRESS: 22722 29th Drive SE, Suite 210 Ashland,Oregon 97520 Bothell,WA 98021 Telephone: 541/488-5587 Fax: 541/488-6006 TELEPHONE: 425.951.5338 EMAIL: esummers@rh2.com This Personal Services Agreement(hereinafter"Agreement")is entered into by and between the City of Ashland,an Oregon municipal corporation(hereinafter"City")and RH2 Engineering,Inc.,a foreign business corporation("hereinafter "Consultant"),for Instrumentation and control system support for the wastewater treatment plantandwastewater collection systema 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 06/30/2023. 2. Scope of Work: Consultant will provide instrumentation and control system support for the wastewater treatment.plant and wastewater collection system.,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/Conflicting Provisions: This.Agreement and any exhibits or other supporting documents shall be construed to be mutually complimentary 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 and expense,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. 5. 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. - 1. 6. Compensation: City shall pay Provider for its Work at the hourly rates as set forth in Exhibit"D"(CSNW/RH2 ENGINEERING,INC.2019 SCHEDULE OF RATES AND CHARGES,which is attached hereto and incorporated herein by this reference,as full compensation for Provider'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$25,000.00 (not to exceed) without the express,written approval from thL City official whose signature appears below,or such official's successor in office. Payments shall be made within 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 product or 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$21,507.75 or more, Cons-Jltant is required to comply with Chapter 3.12 of the Ashland Municipal Code by paying a living wage,as defineId 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 heretb as"Exhibit B" predominantly in areas where it will be seen by all employees. .10. Indemnification: Consultant hereby agrees to defend,indemnify,save,and hold City,its officers,employees, and agents harmless from any and all losses,claims,actions,costs,expenses,judgments,subrl ogation.§,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 to the extent arising out of the negligent perfoiance of this Agreement by Consultant(including but not limited to,Consultant's employees,agents,and others designated.by Consultant to perform Work or services attendant to this Agreement). However,Consultant shall not be held responsible for any losses, expenses,claims,subrogations, actions,costs,judgments,or other damages,caused solely by the negligence of City. 11. Termination: a. Mutual Consent. This Agreement may be terminated 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 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 co tinued 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 2 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 services called for by this Agreement within the time specified herein orr 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. e. Obligation/Liability of Parties. Termination or modification of this Agreement 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 Subsection a,b, c,or d of this section, Consultant shall immediately cease all activities under this Agreement,unless expressly directed otherwise by City in the notice of termination.Further,upon termination,Consultant shall deliver to City all Agreement documents,information,works-in-progress and other property that are or would be deliverables had the Agreement been completed. City shall pay Consultant for Work performed prior to the termination date if such Work was performed in accordance with this Agreement. 12. Independent Contractor Status: Consultant is an independent contractor and not an employee'of the City for any purpose. Consultant shall have the complete responsibility for the performance of this Agreement. Consultant shall provide workers'compensation coverage as required in ORS Chapter 656 for all persons employed to perform Work pursuant to this Agreement. Consultant is a subject employer that will comply with ORS 656.017. 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. 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 of the Work shall not create any contractual relation between the assignee or subcontractor and City. 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,ordelegate duties under,this Agreement. 15. Insurance. Consultant shall,at its own expense,maintain 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$2,000,000 (two million dollars)per claim. This is to cover any damages causedby error,omission or negligent acts related to the professional services to be provided under this Agreement."Tail'coverage will be required at the completion of the Work under this Agreement for the remaining Term,for not less than twenty-four(24) 3 • months following completion of all Work,provided that the continuous"claims made"coverage has a retroactive date on or before the Effective Date of 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,reductionof limits or intent not to renew the insurance coverage(s)without 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 prior to commencing the Work under this.Agreement. 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. 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,and318; . (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;Venue: This Agreement shall be governed and construed in accordance 4 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 the Consultant that arises from or relates to this Agreement 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 its signature hereon of its authorized representative,hereby consents to the in personam jurisdiction of said courts.. 19. THIS AGREEMENT AND THE ATTACHED EXHIBITS CONSTITUTE THE ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT,MODIFICATION OR CHANGE OF TERMS OF THIS AGREEMENT 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 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. 20. Amendments. This Agreement may be amended only by written instrument executed by both parties with the same formalities as this Agreement. 21. Nonappropriations Clause. Funds Available and Authorized: City has sufficient funds currently available and authorized for expenditure to finance the costs of this Agreement within the City's fiscal year budget. Consultant understands and agrees that City's payment of amounts under this Agreement 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 Agreement. In the event City has insufficient appropriations,limitations or other expenditure authority, City may terminate this Agreement without penalty or liability to City,effective upon the delivery of written notice to Consultant,with no further liability to Consultant. ' 5 22. Certification incorporated herein by this reference. CITY OF ASHLAND: - Control Systems NW,LLC dba RH2 Control Systems (CONSULTANT): . CityBy:fi BY: Administrat Signature // k. Artj6kk--c/ ,firC. .�../� ac.1 4,e-0 Printed Name 0 Printed Name 101221 « Date Title /4)/57/9 Date Purchase Order No. � 7 (W-9 is to be submitted with this signed Agreement) APPROVED AS TO FORM: Assistant City Attorney Date . 6 EXHIBIT A Scope of Work for General Services for -.City of Ashland Instrumentation and Controls Integrator for the Wastewater Distribution System • • October 2019 • Background • City of Ashland (City) requests instrumentation and control integration services from Control Systems NW, LLC(CSNW) in support of the City's wastewater department control system. Scope of Services • CSNW will furnish labor, materials, and software support on an on-call basis, as needed, or under task authorizations. CSNW will rely upon the accuracy and completeness of information, data, and materials generated or produced by the City or others in relation to this Scope of Work.:CSNW will provide a Rockwell certified,representative to provide warranty work on existing systems currently under manufacturer's warranty. Task 1— Project Administration Services Objective: Administer projectrecords and coordinate with the CSNW project team. Provide coordination of the project team, including communication and meetings with City staff.Maintain progress reporting and monthly billing, resource scheduling,and updates to project scope,schedule, and budget, as necessary or requested. Approach; 1.1 Monitor the projectscope, budget, and schedule. Provide updates, attend meetings, 'and provide monthly.invoices to the City. Develop meeting minutes. 1.2 Coordinate with subconsultants, subcontractors, or contractors, as warranted. 1.3 Develop additional task authorizations, as•requested. • Assumptions: • • It:is assumed Task 1 will be necessary for the duration of this.contract. • CSNW staff will facilitate and attend necessary project meetings.. • City staff will be available and attend necessary project meetings. RH2 Deliverables: • • Monthly invoices, progress reports, and schedule updates in electronic format when requested. 1 9/30/2019 10:28:50 AM Z:\ControlSystemsNW\Operations\Data\COA\1019XXXWWGS\GSSOWCOA WW Integrator Svs 20190925.docx City of Ashland Exhibit A Instrumentation and Controls Integrator for the Wastewater Distribution System Scope of Work • Attendance at progress meetings,when requested by the City. Meeting minutes in electronic format. Task 2—.On-Call Emergency Response Objective: Provide emergency support services to the City on an "as required" basis for the duration of the contract The extent of these services will be dependent on the specific emergency condition. When contacted, CSNW staff will work with City staff on resolving control/supervisory control and data acquisition (SCADA)system failures but may require additional resources if failures extend to non-control/SCADA system hardware or software. Approach: 2.1 Respond to City staff via phone call within thirty(30) minutes after being contacted by the City. A phone call with City staff or remote access into the City's control/SCADA system may resolve the issue. 2.2 Respond onsite if the issues are not capable of being resolved remotely. Assumptions: • Work described as "on-call"and requiring immediate response will be requested by the City via phone or text. Upon full execution of the contract,, an emergency chain-of-response contact form will be provided to the City. • Emergency responses will take precedence over non-emergency control/SCADA tasks. • Remote phone response will be first level of support, with on-site response provided if required to resolve issue. Provided by City: • Electrical and control panel as-built drawings, operations and maintenance (O&M) manuals, and manufacturer's information for facility experiencing an emergency condition,if available. • Staff to provide access to facility or facilities during emergency response site visits. RH2 Deliverables as Requested; May Include: • Similar deliverables as identified in Task 3 and Task 4 based on emergency response tasks. Task 3— Control System Integration and Electrical Assistance Objective: Provide services upon request for the installation and maintenance of the control system equipment. Approach: 3.1 Visit facilities as requested by the City to review the existing control system installation, identify potential electrical and control system improvements, and develop a recommended maintenance schedule for the identified maintenance tasks. Review as-built information for each facility and compare as-builts to actual installation in the field for accuracy when 2 9/30/2019 10:28:50 AM 2:\ControlSystemsN W\Operations\Data\COA\1019XXX WW GS\GS SOW COA WW Integrator Svs 20190925.docx City of Ashland Exhibit A. Instrumentation and Controls Integrator for the Wastewater.Distribution System Scope of Work warranted and to the degree feasible by visual observation. Review manufacturer specifications. for equipment identified. Prepare a technical memorandum'identifying recommendations for control system improvements: 3.2 Mark up, revise, augment, and/or update electrical as-builts as necessary. 3.3 Prepare preventative maintenance schedule per manufacturer's specifications and submitto the City for review and approval.Attend meetings as requested with City staff. Coordinate with subcontractors to perform installation of electrical components. Subcontractor duties may include, but are not limited to: • Upgrades to conduit installation; • Wire pulling; • Installation of lighting fixtures; • Addition of circuits; • Wiring of electrical motors and apparatus; • Installation of control system equipment; and , • Installation of instrumentation devices. Provided by City: • If available, electrical and control panel as-built drawings, O&M manuals, available maintenance records and manufacturer's information for each facility, as work is requested. • Staff to provide access to facilities during site visits. • Attendance at recommendation and review meetings. • Review comments on recommended improvements and maintenance schedules.Selection of improvements approved for design. RH2 Deliverables as Requested; May Include: • Recommendations for control system improvements in electronic format(PDF). • Updated electrical as-builts. Format to be based on format of existing records. • Preventative maintenance schedule in electronic format(PDF). • Completion of required control system replacements or improvements. Task 4— Software Development and Configuration Services Objective: Provide software development and integration services. 3 9/30/2019 10:28:50 AM Z:\ControlSystemsNW\Operatlons\Data\COA\1019XXX WWGS\GS SOW COAWWIntegrator Sys 20190925.docx City of Ashland Exhibit A. Instrumentation and Controls Integrator for the Wastewater Distribution System . Scope of Work Approach: 4.1 Implement new software or updates, as requested, for control system replacements.or improvements. CSNW will coordinate directly with the City on installation schedules and logistics. 4.2 Provide software development/configuration ofcontrol system software including, but not limited to: network device configuration;. programmable logic 'controller (PLC) software development; operator interface configuration; SCADA computer system software development;SCADA computer system virtualization; alarm monitoring systems configuration; remote viewing software configuration; Remote Desktop Services (RDS) management; telemetry equipment configuration; . .:analytical: device configuration;:' and. configuration/calibration of instrumentation devices. Software implementation will be coordinated with City staff and IT personnel: 4.3 Development of, or updates to, operations and maintenance (O&M) manuals. 4.4 Provide training services for new systems,,system updates, or equipment installed. Assumptions: • Software integration and development will occur onsite atthe facility(ies)required. • Integration and programming will be completed offsite if remote connections .become available. •. Software development and testing of equipment will take place offsite when new devices are to be installed. Provided by City: • Access to required facilities. • Required login permissions for remote access. • Required usernames andpasswords for equipment. • Current software programs for processors and operator interfaces, if available. • Available O&M manuals. • Approve screen;design preferencesand review operator interface screens. • Control strategy approval. RH2 Deliverables as Requested; May Include: • ' Operator interface screen designs and implementations. • Control strategy design and implementation. • Required telemetry modifications and,coordination. • Required O&M.manual updatesor development of new O&M manuals. 4 9/30/2019 10:28:50 AM - - Z:\ControlsystemsNW\Operations\Data\COA\1019)00(WW GAGS SOW COA W W Integrator Sys 20190925.docx City of Ashland Exhibit A Instrumentation and Controls Integrator for the Wastewater Distribution System Scope of Work • Required meeting coordination. • Software backups forallcontrol and SCADA equipment. • Training services. PROJECT TERM Services to commence upon full execution of the agreement with an expiration of June 30,-2021. FEE FOR SERVICES The fee for services shall be on a time-and-expense basis.The fee for services shall not exceed$25,000 without prior written authorization of the City. 5 9/30/2019 10:28:50 AM Z:\ControlSystemsNW\Operations\Data\COA\1019XXX�WWGS\GS SOW COAWWIntegrator Sys 20190925.docx CITY OF ASHLAND, OREGON City- of Ashland LIVING ALL employers described below must comply with City of Ashland laws regulating $15.39 per hour, effective June 30, 2019. The Living Wage is adjusted annually every /r, June 30 by the Consumer Price Index Employees must be paid a portion of business of their of health care,retirement, living wage employer, if the employer has 401K and IRS eligible. ten or more employees,and cafeteria plans(including has received financial childcare) benefits to the assistance for the projector amount of wages received by D For all hours worked under a business from the City of the employee. service contract between their Ashland in excess of employer and the City of $21,507.75. ➢ Note: For temporary and Ashland if the contract part-time employees,the exceeds$21,507.75 or more. D If their employeris the City of Living Wage does not apply Ashland, including the Parks to the first 1040 hours worked. D For all hours worked in a, and Recreation Department. . in any calendar year. For month if the employee spends . more details,please see 50%or more of the > In calculating the living wage, Ashland Municipal Code employee's time in that month . employers may add the value Section 3.12.020. working on a project or For additional information: Call the Ashland City Administrator's office at 541-488-6002 or write to the City Administrator, . City Hall, 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 predominantly in areas where it can be seen by all employees. - - CITY OF ASHLAND 8 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 hasthe power and authority to enter into 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 professional standards,and(d)Consultant is qualified,professionally competent,and duly �J licensed(if applicable)to perform the Work. Consultantalso 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. 74-6 (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. f (2)Commercial advertising or business cards or a trade association membership are purchased for the business. /`'`'S5 (3)Telephone listing is used for the business separate from the personal residence listing. /24.203 (4)Labor or services are performed only pursuant to written contracts. /21-6 (5)Labor or services are performed for two or more different persons within a period of one year. (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. /1)75 Consultant Date 7 EXHIBIT D RH2 ENGINEERING, INC. 2019 SCHEDULE OF.RATES AND CHARGES RATE LIST RATE UNIT -) Professional I $135 $/hr Professional II $146 $/hr. Professional Ill $156 $/hr Professional IV $169 $/hr Professional V $181 $/hr Professional.VI $196 $/hr Professional VII $213 : $/hr Professional VIII $226 $/hr Professional IX $226 $/hr Control Specialist I $123 $/hr' Control.Specialist II $133 $/hr Control Specialist III $145 $/hr Control Specialist IV $155 $/hr Control Specialist V $165 $/hr Control Specialist VI $176 $/hr Control Specialist VII $190 $/hr Control Specialist VIII $199 $/hr Technician I $94 $/hr TechnicianII $107 $/hr Technician III. $120 $/hr Technician IV. $134 $/hr Technician V $141 $/hr Technician VI $155 $/hr Technician VII $168 $/hr Technician VIII ' $177 $/hr Administrative I $60 $/hr Administrative II $74 $/hr Administrative III $91 $/hr Administrative IV - $109 $/hr Administrative V $127' $/hr CAD/GIS System , $27.50 $/hr CAD Plots-Half Size $2.50 price per plot CAD Plots-Full Size $10.00 price per.plot CAD Plots-Large $25.00 ' price per plot Copies(bw)8.5"X 11" $0.09 price per copy Copies(bw)8.5"X 14" $0.14 price per copy Copies(bw)11"X 17" $0.20' price per copy Copies(color)8.5"X 11" $0.90 price per copy Copies(color)8.5."X 14" $1.20 price per copy Copies(color)11"X 17" $2.00 price per copy Technology Charge 2.50% %of Direct Labor price per mile Mileage $0.580 (or Current IRS Rate) Subconsultants 15% Cost+ Outside Services at cost ' Additional Specialized Equipment see attached RH2 Equipment Rental Rates Rates listed are adjusted annually. ' CITY OF FORM #4 ASHLAND miiirminnarta In IU ), A D SOW m s 5,000 0 15 000 To: Kelly Madding,City Administrator From: Paula Brown,Public Works Director Date: 10/17/2019 Re: DETERMINATIONS TO PROCURE PERSONAL SERVICES In accordance with AMC 2.50.120(A), for personal services contracts greater than $5,000, but less than $75,000, the Department Head shall make findings that City personnel are not available to perform the services, and that the City does not have the personnel or resources to perform the services required under the proposed contract. Background In 2014, Portland Engineering was chosen to oversee the WWTP SCADA upgrade. The upgrade was completed in 2018. Since that time, significant personnel have departed Portland Engineering. Because of these personnel changes, it has been determined that comparing two different companies to determine whom would be best to serve the City of Ashland concerning all SCADA related issues should be looked into at this time. Pursuant to AMC 2.50.120(A), has a reasonable inquiry been conducted as to the availability of City personnel to perform the services, and that the City does not have the personnel and resources to perform the services required under the proposed contract? Past practice has shown that outside contractors have had a very positive influence working on SCADA related operations at the WWTP. Outside contractors have a better understanding of the requirements for keeping a system operating reliably. SCADA is a very important component in keeping the wastewater plant operating and meeting it's NPDES requirements. Requested by: �/ Date: artment ad f Approved by: - Date: 101 _?i G9 • Kelly Madding,City A. nistrator Comments: Form#4-Department Head Determinations to Procure Personal Services, Page 1 of 1, 10/17/2019 • Legal Department Review P ,. r DOCUMENT TRANSMITTAL,AND CONTROL This form will accoinpanythe document through t�e'drafting,review,and signature processes,;and wall„ . I •• `- be kept with the City's final executed copy of the document Required fields are-indicated to-gray.scale, "°-" 1 ,Document: Gonteol.systems;NW:"(WWTP)coot act;packet , (Include natries of parties to':the document) ' Type ofDocument: "Contract'®` Lease-0 E"asement;D Deed 0" IGA- o a' Other(Specify) Dept Contact: Ta O;, '' ''-Campos ACTION=REQUESTED. ' Dept:Public Works- Phone: Ext 2420 0 Review Draft Date submitted to Legal: '00/30/2019 . D 'Approve final and'forward to Draft.due by: ASAP ° (unless indicated"Leal will return document toYou , Return:Requested bey,• Tami.DoMitle7Campos , •...e °" 'complete-this section`ONLY the first time thisform is filled out Has this document been previously worked on" by the.Legal Dept Staff' „El:, No D:. ;Yes Y', If yes,by.whom? LEGAL DEPT First Date Received by Legal Date:' ,` l' By. ' USE ONLY Returned to Dept:for'Revi�sion Date: By:. " , Received:for additional review by Legal Date: , By s Returned to Dept:for Revision Date: ` By: j Received for additional review by Legal 'Date ° By g 3 Returned to;Dept, for Revision: ".Date:,,„ By. - -`''," Received for Additional Review by Legal -`:Date:. By Returned to Dept aforoRevision Date A By , °Final`Logged out by Legal Date. ° O' l�i 'By -" I Comments from LEGAL to Comments from DEPARTMENT to."L t • �,. , D °SeeAttached." . , ,Return original executed`document to C Does thisdocument need"to be recorded`? °Recorderfor safekeeping? ❑ No Yes No, D Yes 1 -° r .- ' ° - .CITY ADMI, ISTRATOR/°DEPARTMENT BEAD„ `„ Please do not sign the attached document until this'form'r , bee owed by the Legal.Dept below:: °FINAL LEGAL DEPARTMENT APPROVAL : A' � ,:. -Date: -',"/";49,, l4!:,/` .:. ' G Vegai\DEPAR'THEWrstGontractiagtF€RIVISkLegal'Doe, ransmiftat-I{r ddoex", • insufficient appropriations, limitations or other expenditure authority, City may terminate this Agreement without penalty or liability to City, effective upon the delivery of written notice to Consultant,with no further liability to Consultant. 22. Certification. Consultant shall sign the certification attached hereto as "Exhibit C" and incorporated herein by this reference. CITY OF ASHLAND: CONTROL SYSTEMS NW,LLC (CONSULTANT): By: By: Signature City Administrator Printed Name Printed Name Title Date Date Purchase Order No.__ \ (W-9 is to be submitted with this signed Agreement) APPROVED AS TO FORM: "e/4 Assistant City Attorney eecA%A �� .02019 Date • Page 6 of 6: Personal Services Agreement between the City of Ashland and Control Systems NW,LLC 7 PERSONAL SERVICES AGREEMENT ($25,000.00 or more) CONSULTANT: CONTROL SYSTEMS NW, LLC CIT* b >F CONSULTANT'S CONTACT: Eric Summers ASHLAND 20 East Main Street •ADDRESS: 22722 29th Drive SE, Suite 210 Ashland, Oregon 97520 Bothell, WA 98021 Telephone: 541/488-5587 Fax: 541/488-6006 TELEPHONE: (425) 951-5338 EMAIL: dlamb@rh2.com • This Personal Services Agreement(hereinafter"Agreement") is entered into by and between the City of Ashland, an Oregon municipal corporation(hereinafter"City") and Control Systems,NW, LLC, a foreign limited liability company("hereinafter"Consultant"), for instrumentation and control integration services for the City's wastewater treatment plant and wastewater system. 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 continue in full force and effect through and including June 30, 2023. 2. Scope of Work: Consultant will provide instrumentation and control system integration services and support for the City's wastewater treatment plant and wastewater system as more fully set forth in Consultant's"Scope of Work for General Services for City of Ashland Instrumentation and Controls Integrator for the Wastewater Distribution System"dated October 2019 which is attached hereto as "Exhibit A"and incorporated herein by this reference. Consultant's services and support are collectively referred to herein as the "Work." 3. Supporting Documents/Conflicting Provisions: This Agreement and any exhibits or other supporting documents shall be construed to be mutually complimentary 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 and expense,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. 5. 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. Page 1 of 6: Personal Services Agreement between the City of Ashland and Control Systems NW,LLC 6. Compensation:• City shall pay Consultant forts Work at the hourly rates and charges as set forth in "Exhibit D," entitled"RH2 ENGINEERING, INC. 2019 SCHEDULE OF RATES AND CHARGES, 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$25,000.00 (twenty-five thousand 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 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 product or 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 $21,507.75 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: Consultant hereby agrees to defend, indemnify, save, and hold 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 to the extent arising out of the negligent performance of this Agreement by Consultant(including but not limited to, Consultant's employees, agents, and others designated by Consultant to perform Work or services attendant to this Agreement). However, Consultant shall not be held responsible for any losses, expenses, claims, subrogations, actions, costs,judgments, or other damages, caused solely by the negligence of City. 11. Termination: a. Mutual Consent. This Agreement may be terminated 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 personal delivery to Consultant. c. For Cause. City may terminate or modify this Agreement, in whole or in part, effective upon delivery by certified mail or personal 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 Page 2 of 6: Personal Services Agreement between the City of Ashland and Control Systems NW,LLC 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 services 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. e. Obligation/Liability of Parties. Termination or modification of this Agreement 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 Subsection a, b, c, or d of this section, Consultant shall immediately cease all activities under this Agreement, unless expressly directed otherwise by City in the notice of termination. Further,upon termination, Consultant shall deliver to City all Agreement documents, information, works-in-progress and other property that are or would be deliverables had the Agreement been completed. City shall pay Consultant for Work performed prior to the termination date if such Work was performed in accordance with this Agreement. 12. Independent Contractor Status: Consultant is an independent contractor and not an employee of the City for any purpose. Consultant shall have the complete responsibility for the performance of this Agreement. Consultant shall provide workers' compensation coverage as required in ORS Chapter 656 for all persons employed to perform Work pursuant to this Agreement. Consultant is a subject employer that will comply with ORS 656.017. 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. 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 of the Work shall not create any contractual relation between the assignee or subcontractor and City. 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 Page 3 of 6: Personal Services Agreement between the City of Ashland and Control Systems NW,LLC 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. 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 $2,000,000 (two million dollars)per claim. This is to cover any damages caused by error, omission or negligent acts related to the professional services to be provided under this Agreement. "Tail" coverage will be required at the completion of the Work under this Agreement for not less than twenty-four(24)months following completion of all Work,provided that the continuous "claims made" coverage has a retroactive date on or before the Effective Date of 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 $1,000,00,0 (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 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 prior to commencing the Work under this Agreement. 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. 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: Page 4 of 6: Personal Services Agreement between the City of Ashland and Control Systems NW,LLC 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; Venue: This Agreement 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 the Consultant that arises from or relates to this Agreement 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 its signature hereon of its authorized representative,hereby consents to the in personam jurisdiction of said courts. 19. THIS AGREEMENT AND THE ATTACHED EXHIBITS CONSTITUTE THE ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS AGREEMENT 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 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. 20. Amendments. This Agreement may be amended only by written instrument executed by both parties with the same formalities as this Agreement. 21. Nonappropriations Clause. Funds Available and Authorized: City has sufficient funds currently available and authorized for expenditure to finance the costs of this Agreement within the City's fiscal year budget. Consultant understands and agrees that City's payment of amounts under this Agreement 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 Agreement. In the event City has Page 5 of 6: Personal Services Agreement between the City of Ashland and Control Systems NW,LLC li �� OREGON SECRETARY OF STATE li I No IN- Corporation Division business Information cat r business iname,search ;oregori business guideIll' _ Vreferral fist business registry/renewal tarmsifees notary public__ uniform commercial code uniform commercial coria search- _,documents&data services r j Business Name Search 10-11-2019 New Search Printer Friendly Business Entity Data 13.46 Registry I�br Entity Entity Jurisdiction Registry Date Next Renewal Renewal i■ue? Type Status Date 1565822-99 FLLC ACT WASHINGTON 06-13-2019 06-13-2020 Entity Name CONTROL SYSTEMS NW LLC Foreign fame New Search Printer Friendly. Associated Names PRINCIPAL PLACE OF Type I'PB I:USINESS Addr 1 22722 29TH DRIVE SE SUITE 210 Addr2 CSZ I:OTHELL A 98021 C•untry ITED STATES OF AMERICA Please clickhere for general information about registered agents and service of process. Type fAGT REGISTERED AGENT Start Date Resign Date 2019 O 643426-87RH2 ENGINEERING, INC. Record Addr 1 5335 MEADOWS RD STE 420 Addr 2 _ _ -- - LAKE CSZ OSWEGO bR 97035 Country UNITEDSTATES OF AMERICA Type IMALIMAILING ADDRESS Addr 1 22722 29TH DRIVE SE SUITE 210 , Addr 2 CSZ 'BOTHELL 'WA 198021 Country 'UNITED STATES OF AMERICA New Search Printer Friendly Name History Business Entity Name Name Name Start Date End Date Type Status CONTROL SYSTEMS NW LLC EN CUR 06-13-2019 Please read before ordering Copies. EXHIBIT A Scope of Work for General Services for City of Ashland Instrumentation and Controls Integrator for the Wastewater Distribution System October 2019 Background City of Ashland(City)requests instrumentation and control integration services from Control Systems NW, LLC(CSNW) irtrsupoTo]G1 ©fth�eswastewater•departmenitvntr�otssysterq Scope of Services CSNW will furnish labor, materials, and software support on an on-call basis, as needed, or under task authorizations. CSNW will rely upon the accuracy and completeness of information, data, and materials generated or produced by the City or others in relation to this Scope of Work. CSNW will provide a Rockwell certified representative to provide warranty work on existing systems currently under manufacturer's warranty. - Task 1— Project Administration Services Objective: Administer project records and coordinate with the CSNW project team. Provide coordination of the project team, including communication and meetings with City staff. Maintain progress reporting and monthly billing, resource scheduling,and updates to project scope,schedule, and budget,as necessary or requested. Approach: 1.1 Monitor the project scope, budget, and schedule. Provide updates, attend meetings, and provide monthly invoices to the City. Develop meeting minutes. 1.2 Coordinate with subconsultants, subcontractors,or contractors, as warranted. 1.3 Develop additional task authorizations, as requested. • Assumptions: • It is assumed Task 1 will be necessary for the duration of this contract. • CSNW staff will facilitate and attend necessary project meetings. • City staff will be available and,attend necessary project meetings. RH2 Deliverables: • Monthly invoices, progress reports, and schedule updates in electronic format when requested. 1 9/30/2019 10:28:50 AM 2:\ControlSystemsNW\Operations\Data\COA\1019XXX WW GS\GS SOW COA WW Integrator Sys 20190925.docx