HomeMy WebLinkAboutMDAMELE LLC; 2009-08-15; PWENG736PWENG736
RATIFICATION OF AGREEMENT FOR SCADA SERVICES
FOR MAERKLE CONTROL
(MDAMELE.LLC)
THIS AGREEMENT is made and entered into as of the cO'/tX- dgy
of ^/77 &-*-cS) , 20 lO . but effective as of the 15th day of
August, 2009, by'and between the CARLSBAD MUNICIPAL WATER DISTRICT, a Public
Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of
Carlsbad, referred to as ("CMWD"), and MDAMELE.LLC, a limited liability company,
("Contractor").
RECITALS
CMWD requires the professional services of a contractor that is experienced in SCAOA
system setup and testing. Contractor has the necessary experience in providing these
professional services, has submitted a proposal to CMWD and has affirmed its willingness and
ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, CMWD and Contractor agree as follows:
1. Scope of Work. CMWD retains Contractor to perform, and Contractor agrees to render,
those services (the "Services") that are defined in Exhibit "A", attached and incorporated by this
reference in accordance with the terms and conditions set forth in this Agreement.
2. Term. This Agreement will be effective for a period of three (3) months from the date first
above written.
3. Compensation. The total fee payable for the Services to be performed will be one
thousand nine hundred ninety seven dollars fifty cents ($1,997.50). No other compensation for
the Services will be allowed except for items covered by subsequent amendments to this
Agreement. CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has
accepted the work and/or the Services specified in Exhibit "A."
4. Status of Contractor. Contractor will perform the Services as an independent contractor
and in pursuit of Contractor's independent calling, and not as an employee of CMWD.
Contractor will be under the control of CMWD only as to the results to be accomplished.
5. Indemnification. Contractor agrees to indemnify and hold harmless the City and its
officers, officials, employees and volunteers from and against all claims, damages, losses and
expenses including attorneys fees arising out of the performance of the work described herein
caused by any negligence, recklessness, or willful misconduct of the Contractor, any
subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts
any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City
incurs or makes to or on behalf of an injured employee under the City's self-administered
workers' compensation is included as a loss, expense or cost for the purposes of this section,
and that this section will survive the expiration or early termination of this Agreement.
6. Insurance. Contractor will obtain and maintain policies of commercial general liability
insurance, automobile liability insurance, a combined policy of workers' compensation,
employers liability insurance, and professional liability insurance from an insurance company
General Counsel Approved Version #05.06.08
authorized to transact the business of insurance in the State of California which has a current
rating in the Best's Key Rating guide of at least A- VII OR with a surplus line insurer on the State of
California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide
of at least "A:X", in an amount of not less than one million dollars ($1,000,000)) each, unless
otherwise authorized and approved by the General Counsel or the Executive Manager.
Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written
as claims-made coverage. The insurance will be in force during the life of this Agreement and
will not be canceled without thirty (30) days prior written notice to the CMWD by certified mail.
CMWD and the City of Carlsbad will be named as additional insureds on General and
Automobile liability. Contractor will furnish certificates of insurance to CMWD, with
endorsements to CMWD prior to CMWD's execution of this Agreement.
7. Conflict of Interest. CMWD will evaluate Contractor's duties pursuant to this Agreement
to determine whether disclosure under the Political Reform Act and CMWD's Conflict of Interest
Code is required of Contractor or any of Contractor's employees, agents or subcontractors.
Should it be determined that disclosure is required, Contractor or Contractor's employees,
agents, or subcontractors will complete and file with the Secretary of the Board those schedules
specified by CMWD and contained in the Statement of Economic Interests Form 700.
8. Compliance With Laws. Contractor will comply with all applicable local, state and federal
laws and regulations prohibiting discrimination and harassment and will obtain and maintain a
City of Carlsbad Business License for the term of this Agreement.
9. Termination. CMWD or Contractor may terminate this Agreement at any time after a
discussion, and written notice to the other party. CMWD will pay Contractor's costs for services
delivered up to the time of termination, if the services have been delivered in accordance with
the Agreement.
10. Claims and Lawsuits. By signing this Agreement, Contractor agrees it may be subject to
civil penalties for the filing of false claims as set forth in the California False Claims Act,
Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et
seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the
Carlsbad Municipal Water District to terminate this Agreement.
11. Venue and Jurisdiction. Contractor agrees and stipulates that the proper venue and
jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the
State Superior Court, San Diego County, California.
12. Assignment. Contractor may assign neither this Agreement nor any part of it, nor any
monies due or to become due under it, without the prior written consent of CMWD.
13. Amendments. This Agreement may be amended by mutual consent of CMWD and
Contractor. Any amendment will be in writing, signed by both parties, with a statement of
estimated changes in charges or time schedule.
General Counsel Approved Version #05.06.08
14. Authority. The individuals executing this Agreement and the instruments referenced in it
on behalf of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR
MDAMELE, LLC
CARLSBAD MUNICIPAL WATER
DISTRICT, a Public Agency organized
under the Municipal Water Act of 1911,
and a Subsidiary District of the City of
Carl;
(print name/title)
_
(e-mail address)
Executive Manager
ATTEST:
"By:
(sign here)M.
ecretary^
(print name/title)
- en"-'
(e-mail address) '<
If required by CMWD, proper notarial acknowledgment of execution by contractor must be
attached. If a Corporation. Agreement must be signed by one corporate officer from each of the
following two groups.
'Group A:
Chairman,
President, or
Vice-President
*Group B:
Secretary,
Assistant Secretary,
CFOor
Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, General Counsel
Deputy Genera) Counsel
General Counsel Approved Version #05.06.08
Acknowledgment Certificate
State of California )ss
County of San Diego )
On this // day of Pec. , 2009, before me, Ron Youngquist, Notary Public, personally
appeared >.
(name of the signer(s), proved to me on the basis of satisfactory evidence to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which
the person(s) acted, executed the instrument.
I certify under PENALTY OF PREJURY under the laws of the state of California that the
foregoing paragraph is true and correct.
Witness my hand and official seal.
" TON\0\JNGQuisT~ ~j[
COMM. #1656322 S
NOTARY PUBUC-CAUFORNIA 5?
SAN DIEGO COUNTY £J
My Comm. Expires MAY 2, 2010 v
Tlon
Notary Public, San Diego County
Commission # 1656322
Expires May 2, 2010
760-789-6984
If marked, then attached pages will bear embossment of above notary.
Optional: Not required by law, however, may prove valuable to persons relying on the 1
document and could prevent fraudulent reattachment of this form. 1
Signature Authority of Signer:
D Individual
D Corporate Officer(s)
(Title)
D Partner (Limited or General)
D Attorney In Fact
D Trustee(s)
D Guardian/Conservator
D Other
Description of Attached Documents: .
Title or type of Document: tfiorhj (\<^y<"<JH-
A f < Ji <2
Number of Pages:
Date of Document:
Signer(s) other than Named Above:
EXHIBIT "A"
SCOPE OF SERVICES
1. Review drawings, select address $42.50
2. Add Maerkle Control VAULT to controller and test $212.50
3. Finish Adding VAULT to controller $85.00
4. Retest I/O $85.00
5. Build control screen, map I/O and animate analog points $255.00
6. Comm status $85.00
7. SCADAIarm, testing $340.00
8. Trend screen, comments $212.50
9. More comments $255.00
10. Complete testing $170.00
Total $1,997.50
General Counsel Version#05.06.08