HomeMy WebLinkAbout2024-165 AGRMT Cascade Integration and Development A � T V OFPersonal Services Agreement
SHLAND
City Information Consultant Information
City of Ashland Firm Name: Cascade Integration and Development
Attn: Ben Russell Contact: Matthew Callahan
20 East Main Street Address: 20959 Cooley Rd, Suite 100
Ashland, Oregon 97520 Bend, OR 97701
Phone: 541.522.2335 Phone: 541.678.5070
Email: Ben.Russell@ashland.or.us Email: Matthew.Callahan@cid.tech
Contract Summary
Procurement Method: Direct Appointment
Completion Date: June 30, 2025
Contract Amount: $40,000.00 Forty thousand
2024-25 SCADA support services for the City of Ashland's wastewater
Description of Services: treatment facility located at 1295 Oak Street.
Supporting Documents: OPP2024044 Proposal Dated: August 12, 2024
Dated:
Dated:
Dated:
This Personal Services Agreement (hereinafter "Agreement") is entered into by and between the City of
Ashland, an Oregon municipal corporation (hereinafter "City") and the Consultant listed under Consultant
Information above, ("hereinafter "Consultant"), for the services listed under Description of Services and
Supporting Documents as noted in the Contract Summary above. In the event of conflict between provisions
of the Supporting Documents, the Supporting Documents shall be given precedence in the order listed
above.
This Agreement, the Exhibits and the 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. The Consultant's initials [Mg herein signify acknowledgment and
agreement to this provision, if applicable, or if not sign "N/A".
Consultant's services are collectively referred to in this Agreement as the "Work."
Page 1 of 8 Personal Services Agreement Between the City of Ashland and Cascade Integration
and Development, Inc.
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 the
Completion Date listed under the Contract Summary in the table one page one of this agreement.
1.1.Time is of the essence. 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.
2. Compensation: City shall pay Consultant the sum listed as the "Contract Amount" under the Contract
Summary on page one of this document 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 Contract Amount without the express, written approval from the
appropriate Department Head or City Manager. 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.
3. Consultant Obligations:
3.1. 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.
3.2.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 services to which they will be assigned in a skilled manner and, if required to be
registered, licensed, or bonded by the State of Oregon, are so registered, licensed, or bonded.
3.3. 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.
3.4.Work Performance Obligation. Consultant shall, at its own risk, perform the Work described in
the Description of Services and in the Supporting Documents and, unless otherwise specified in
this Agreement, furnish all labor, equipment, and materials required for the proper performance of
such Work.
Page 2 of 8 Personal Services Agreement Between the City of Ashland and Cascade Integration
and Development, Inc.
3.5. Certification. Consultant agrees to and shall sign the certification attached hereto as "Exhibit C"
and incorporated herein by this reference.
4. Insurance: Consultant shall, at its own expense, maintain the following insurance:
4.1.Worker's Compensation. 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.
4.2.Workers' Compensation Exemption. If applicable, Consultant affirms and certifies that it is
exempt from providing Workers' Compensation per ORS 656.027.
Exemption criteria: Enter criteria here or delete if not applicable
Consultant initials if exempt: Date:
4.3.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 damage caused by error,
omission or negligent acts related to the Work to be provided under this Agreement.
4.4.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.
4.5.Automobile Liability insurance with a combined single limit, or the equivalent, of not less than
$2,000,000(two million dollars)for each accident for Bodily Injury and Property Damage, including
coverage for owned, hired or non-owned vehicles, as applicable.
4.6.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.
4.7.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.
5. Termination:
5.1.Mutual Consent. This Agreement may be terminated at any time by the mutual consent of both
parties.
5.2.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.
Page 3 of 8 Personal Services Agreement Between the City of Ashland and Cascade Integration
and Development, Inc.
5.3.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:
• 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; or
• 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
• 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.
5.4.For Default or Breach. 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.
5.4.1.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.
5.5.Obligation/Liability of Parties. Termination or modification of this Agreement pursuant to
subsections 5.1, 5.2,or 5.3 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 of whether such notice is given pursuant to subsection 5.1, 5.2, 5.3, or
5.4 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 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.
5.6.The rights and remedies of City provided in this subsection are not exclusive and are in addition to
any other rights and remedies provided by law or under this Agreement.
6. Indemnification. Consultant assumes no duty to defend nor indemnify the City for any claim not arising
out of Consultant's negligence, violation of duty of care, or willful misconduct, and Consultant's liability
shall not exceed beyond Consultant's proportional fault. In no event shall Consultant have an obligation
to defend or reimburse for costs of defense beyond the extent of Consultant's negligence, arising from
Page 4 of 8 Personal Services Agreement Between the City of Ashland and Cascade Integration
and Development, Inc.
or in connection with Consultant's scope of Services. Without assuming any duty to defend or
indemnify, if Consultant is found to have any such duty, the City shall (i) provide notice to Consultant
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 Consultant; (iv) not authorize a settlement or
compromise a claim without Consultant's written authorization if such settlement or compromise
obligates any indemnification by Consultant.
7. Consultant's Compliance with Tax Laws: Consultant represents and warrants to the City that:
Consultant shall comply with all Oregon tax laws, including but not limited to ORS 305.620, ORS
305.380(4), and ORS Chapters 316, 317, 318, in addition to any rules, regulations, charter provisions,
or ordinances that implement or enforce any of the foregoing tax laws or provisions and any tax
provisions imposed by a political subdivisions of the State of Oregon.
8. Living Wage Requirements: If the amount of this Agreement is $26,429.65 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.
9. 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 addresses set forth on page one of this agreement
with a copy to:
City of Ashland— Legal Department
20 E. Main Street
Ashland, Oregon 97520
Phone: (541)488-5350
10. General Provisions:
10.1. 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.
10.2. Non-appropriations 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.
10.3. Statutory Requirements: The following laws of the State of Oregon are hereby
incorporated by reference into this Agreement: ORS 27913.220, 27913.230 and 27913.235.
Page 5 of 8 Personal Services Agreement Between the City of Ashland and Cascade Integration
and Development, Inc.
10.4. 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.
10.5. Governing Law: This Agreement shall be governed by the laws of the State of Oregon
without regard to conflict of laws principles. Exclusive venue for litigation of any action arising
under this Agreement shall be in the Circuit Court of the State of Oregon for Jackson County
unless exclusive jurisdiction is in federal court, in which case exclusive venue shall be in the federal
district court for the district of Oregon. Each party expressly waives any and all rights to maintain
an action under this Agreement in any other venue, and expressly consents that, upon motion of
the other party, any case may be dismissed, or its venue transferred, as appropriate, so as to
effectuate this choice of venue.
11. Merger: 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.
Page 6 of 8 Personal Services Agreement Between the City of Ashland and Cascade Integration
and Development, Inc.
WITNESS WHEREOF, the parties have executed this Agreement in their respective names by their duly
authorized representatives as of the dates indicated below. This Agreement may be executed in two
counterparts, each of which shall be deemed an original, with equal force and effect as if executed in a
single document.
City of Ashland: Matthew Callahan (Consultant):
_. Matthew Caqual�an ,,,,,,,,,
Signature: c -> Signature:
By: By:
IVInP:P:6iva�nr Calla 6inii(.5ua lr S,,2C124 1.5;..":�B G`C)F}
Scott Fleu �' bl c or s�i echo an .onus Emij4nglat#ew.callahan@cid.tech
9.3.2024 Matthew Callahan
Date Printed Name
President
Title
9/3/2024
Date
(W-9 is to be submitted with this signed Agreement)
APPROVED AS TO FORM:
Signature: ,,,,,,,,,,,,,,,,,,,,
Cnrrncal_,- unn ."rca fir',2C12[t
ErC#:AWrrRS�zahran@ashiand.or.us
Date
Page 7 of 8 Personal Services Agreement Between the City of Ashland and Cascade Integration
and Development, Inc.
Exhibit B
CITY OF . OREGON
City of Ashland
LIVING
• • • • • • • • WAGE
per hour, effective June 30, 2024.
The Living Wage is adjusted annually every
June 30 by the Consumer Price Index.
project or portion of the of health care, retirement,
_ business of their employer, if 401 K, and IRS eligible
the employer has ten or more cafeteria plans(including
employees, and has received childcare) benefits to the
➢ For all hours worked under a financial assistance for the employee's amount of wages.
service contract between their project or business from the
employer and the City of City of Ashland over ➢ Note: For temporary and part-
Ashland if the contract exceeds $26,429.65. time employees, the Living
$26,429.65 or more. Wage does not apply to the
➢ If their employer is the City of first 1040 hours worked in any
➢ For all hours worked in a Ashland, including the Parks calendar year. For more
month, if the employee spends and Recreation Department. details, please see Ashland
Municipal Code Section
50%or more of the employee's ➢ In calculating the living wage, 3.12.020.
time in that month working on a employers may add the value
For additional information:
Call the Ashland City Manager's office at 541-488-6002 or write to the City Manager,
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 in areas where it can be seen by all employees.
A
C II T N"
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 highest professional standards, 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.
MAC (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.
MAC (2) Commercial advertising or business cards or a trade association membership are
purchased for the business.
MAC (3)Telephone listing is used for the business separate from the personal residence listing.
MAC (4) Labor or services are performed only pursuant to written contracts.
MAC (5) Labor or services are performed for two or more different persons within a period of one
year.
MAC
(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.
Signature: Mathew,,,(.77,CaGGan,,,,,,,,,,,,,,,,
Matthew Calla han 3 2024 177,78 G>C)�r}
Consulta&V@Ibn Mhew.callahan@cid.tech
9/3/2024
Date
......................................................................................................................................................................................................
OPP2024044 City of Ashland 2024-25
SCADA Support
C I D
V"�uurt���ti�rrui�l;4:„��uVoll�ull:., d;a��re��r�P•oRarA'r�u��.iw^��iro��r�u°,
August 12, 2024
Ben Russell
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 2024-25 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.
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 September 15, 2024. 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,
Ma thew ahan
1541.678.15070 9 209159 Cooley Rd. Suite J.00, Bend,OR 97701. Owww.cid.tech
CID
1. PROPOSAL. TY11E
1.1. Time& Materials.
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 requested reactive and routine support at the rates provided in the attached rate sheet.
2025 rates will increase by 3%effective January 1,2025.
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,ATV 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 August 15,2024,through June 301",2025.Work will be performed as
requested by the City of Ashland staff. Services other than reactive support and routine maintenance will
need to be scheduled with CID at least six weeks prior to the need for such services.
.5. EXIIEN.SE.S
Expenses will be passed on at cost. Costs detailed in this section are for estimation only.
Item Description Unit Qnt Rate Total
5.1 Ai rfa re Per Tri p 0 $600.00 $0.00
5.2 Mileage Per Trip 0 $0.67 $0.00
5.3 Tolls, Parking, Etc.. Per Trip 0 $45.00 $0.00
5.4 Lodging Per Day 0 $250.00 $0.00
5.5 Car Rental Per Day 0 $50.00 $0.00
5.6 Meals Per Diem I Per Day 0 $75.001 $0.00
Total
$0.00
Page 2 of 7 OPP2024044 City of AsMand 2024.2.E SCADA Support ConifidentW
CID
6. COST.SUMMARY
Estimated Labor $40,000.00
Materials $0
Expenses $0
Total $40,000.00
7. 11AYMENT.5
7.1. Terms of payment are:
7.1.1. 75%down payment on hardware and software payable with purchase order.
7.1.2. 25%of total hardware and software on shipment of equipment to job site. If delivery of hardware
or software is delayed due to Purchaser's actions or extension of deadlines,this remaining portion
will be billed when CID would have delivered the items if not for the delay.
7.1.3. All labor will be billed monthly. Invoices will provide summarized hours. Detailed time sheets will
be provided only upon request.
7.1.4. Payment of entire invoiced amount is required within 30 days of invoice date.
7.1.5. 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.
7.1.6. CID, Inc. standard terms and conditions of sale are provided in section 8 of this proposal.
f3. TERMS AND CONDITIONS OF.SAL.E
8.1. 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.
8.2. 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 proposal.
8.2.1. 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.
8.2.1.1. 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
Page 3 of 7 OPP2024044 City of AsMand 2024.2.E SCADA Support ConifidentW
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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.
8.2.1.2.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.
8.3. 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 CID,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.
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 otherwise.
8.4. 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.
8.5. 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.
8.6. 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
Page 4 of 7 OPP2024044 City of Ashland 2024 2.S SCADA Support ConifidentW
CID
contract by the PURCHASER,or by government action and CID, Inc. shall be entitled to collect
cancellation charges as identified above.
8.7. 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.
8.8. 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.
8.9. 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
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.
8.10.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 Bend,Oregon.
8.11.ASSIGNMENT:This agreement may not be assigned by PURCHASER without the written consent of CID,
Inc. CID, Inc. may assign this Agreement if such assignment is in connection with the sale of substantially
all of its assets.
Page.s of 7 OPP2024044 City of Ashland 2024 2.s SCADA Support ConifidentW
CID
8.12.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.
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
the following when billing:
By: Date:
Signature of officer,partner or person duly authorized to sign
Printed name/title
Page 6 of 7 OPP2024044 City of A°,Wand 2024.2.E 6CADA Support Confidential
CID
Cascade Integration & Development, Inc.
2024 Oregon Rate Sheet
Commissioning $152 $168 $189
Custom Code, Database& Report Development $168 $184 $200
Customer Training $152 $168 $189
Document Management-admin $105 $105 $105
Design Documentation $152 $168 $189
Drafting $116 $142 $168
Electrical Design $152 $168 $189
HMI Programming $152 $168 $189
Instrument Specification& Procurement $116 $142 $168
IT Hardware Configuration $179 $189 $200
Network Design $179 $189 $200
Panel Fabrication& shipment $112 $112 $112
PLC Programming $152 $168 $189
Project Management $152 $168 $189
Routine Maintenance $152 $168 $189
Simulation Development $152 $168 $189
Travel Prep&Time
• Travel Prep&Time is waived for scheduled
support(not same day)during regular
weekday hours.
• Travel Prep&Time is charged for reactive
support.Time is how long it takes for Jonathan
Hall to respond and travel from his current $102 $102 $102
location (typically White City)and his return
trip home.
• If Jonathan Hall is unavailable,Travel Prep&
Time will be based on the next available
employee's current location and their return
trip home.
I
am m
amm
Weekdays 7am-6pm n/a $152 $168 $189
Weekends (all hours) and Weekdays After 2 hours
Hours (6pm-lam) $184 $205 $226
Holidays 4 hours $184 $205 $226
Page 7 of 7 OPP2024044 City of AsMand 2024 2.S SCADA Support ConifidentW
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m a p droved
Final Audit Report 2024-09-03
Created: 2024-09-03
By: Dana Mason(dana.mason@ashland.or.us)
Status: Signed
Transaction ID: CBJCHBCAABAAAs5kkZveZATBagQE8dU8_QnZaYuE4wRp
"Cascade Integration-Personal Services Agreement Legal Appr
oved" History
Document created by Dana Mason (dana.mason@ashland.or.us)
2024-09-03-7:28:01 PM GMT
l. Document emailed to matthew.caIlahan@cid.tech for signature
2024-09-03-7:31:03 PM GMT
Email viewed by matthew.callahan@cid.tech
2024-09-03-8:56:58 PM GMT
Signer matthew.callahan@cid.tech entered name at signing as Matthew Callahan
2024-09-03-8:58:13 PM GMT
,00, Document e-signed by Matthew Callahan (matthew.caIlahan@cid.tech)
Signature Date:2024-09-03-8:58:15 PM GMT-Time Source:server
l. Document emailed to Carmel Zahran (carmel.zahran@ashland.or.us) for signature
2024-09-03-8:58:17 PM GMT
Email viewed by Carmel Zahran (carmel.zah ran @ash land.or.us)
2024-09-03-9:29:57 PM GMT
" Document e-signed by Carmel Zahran (carmel.zahran@ashland.or.us)
Signature Date:2024-09-03-9:33:58 PM GMT-Time Source:server
l. Document emailed to Scott Fleury (scott.fleury@ashland.or.us) for signature
2024-09-03-9:34:00 PM GMT
Email viewed by Scott Fleury (scott.fleury@ashland.or.us)
2024-09-03-9:35:43 PM GMT
Adobe Acrobat Sign
�b Document e-signed by Scott Fleury (scott.fleury@ashland.or.us)
Signature Date:2024-09-03-9:36:19 PM GMT-Time Source:server
Agreement completed.
2024-09-03-9:36:19 PM GMT
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