HomeMy WebLinkAboutNeal Electric Corporation; 2009-12-30;AGREEMENT FOR RECYCLED WATER SCADA/ELECTRICAL
SYSTEM TROUBLESHOOTING SERVICES
Neal Electric, Corp.
THIS AGREEMENT is made and entered into as of the
day of XLllft-uiJig^ix' . 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 Neal Electric, a Corporation, ("Contractor").
RECITALS
A. CMWD requires the professional services of an electrical contractor
that is experienced in trouble shooting and making necessary repairs to a
recycled water Electrical/SCADA system, pump stations and VFD's.
B. Contractor has the necessary experience in providing professional
services and advice related to Electrical and SCADA Systems.
C. Selection of Contractor is expected to achieve the desired results in
an expedited fashion.
D. Contractor 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 attached Exhibit "A", which is
incorporated by this reference in accordance with this Agreement's terms and
conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable
professional care and skill customarily exercised by reputable members of
Contractor's profession practicing in the Metropolitan Southern California Area,
and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of one (1) year from the
date first above written.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total fee payable for the Services to be performed during the initial
Agreement term will be not to exceed Thirty Thousand dollars ($30,000.00). No
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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
Services specified in Exhibit "A".
Incremental payments, if applicable, should be made as outlined in attached
Exhibit "A".
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent
contractor and in pursuit of Contractor's independent calling, and not as an
employee of CMWD. Contractor will be under control of CMWD only as to the
result to be accomplished, but will consult with CMWD as necessary. The
persons used by Contractor to provide services under this Agreement will not be
considered employees of CMWD for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and
complete compensation to which Contractor is entitled. CMWD will not make
any federal or state tax withholdings on behalf of Contractor or its agents,
employees or subcontractors. CMWD will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor
or its employees or subcontractors. Contractor agrees to indemnify CMWD and
the City of Carlsbad within thirty (30) days for any tax, retirement contribution,
social security, overtime payment, unemployment payment or workers'
compensation payment which CMWD may be required to make on behalf of
Contractor or any agent, employee, or subcontractor of Contractor for work done
under this Agreement. At CMWD's election, CMWD may deduct the
indemnification amount from any balance owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written
approval of CMWD. If Contractor subcontracts any of the Services, Contractor
will be fully responsible to CMWD for the acts and omissions of Contractor's
subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly
employed by Contractor. Nothing contained in this Agreement will create any
contractual relationship between any subcontractor of Contractor and CMWD.
Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of
this Agreement applicable to Contractor's work unless specifically noted to the
contrary in the subcontract and approved in writing by CMWD.
8. OTHER CONTRACTORS
CMWD reserves the right to employ other Contractors in connection with the
Services.
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9. 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.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any
and all amendments, insurance against claims for injuries to persons or damage
to property which may arise out of or in connection with performance of the
services by Contractor or Contractor's agents, representatives, employees or
subcontractors. The insurance will be obtained from an insurance carrier
admitted and authorized to do business in the State of California. The insurance
carrier is required to have a current Best's Key Rating of not less than "A-:VM",
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".
10.1 Coverages and Limits.
Contractor will maintain the types of coverages and minimum limits indicated
below, unless the General Counsel or Executive Manager approves a lower
amount. These minimum amounts of coverage will not constitute any limitations
or cap on Contractor's indemnification obligations under this Agreement. CMWD,
its officers, agents and employees make no representation that the limits of the
insurance specified to be carried by Contractor pursuant to this Agreement are
adequate to protect Contractor. If Contractor believes that any required
insurance coverage is inadequate, Contractor will obtain such additional
insurance coverage, as Contractor deems adequate, at Contractor's sole
expense.
10.1.1 Commercial General Liability Insurance. $1,000,000 combined
single-limit per occurrence for bodily injury, personal injury and property damage.
If the submitted policies contain aggregate limits, general aggregate limits will
apply separately to the work under this Agreement or the general aggregate will
be twice the required per occurrence limit.
10.1.2 Automobile Liability (if the use of an automobile is involved for
Contractor's work for CMWD). $1,000,000 combined single-limit per accident for
bodily injury and property damage.
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10.1.3 Workers' Compensation and Employer's Liability. Workers'
Compensation limits as required by the California Labor Code. Workers'
Compensation will not be required if Contractor has no employees and provides,
to CMWD's satisfaction, a declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate
to Contractor's profession with limits of not less than $1,000,000 per claim.
Coverage must be maintained for a period of five years following the date of
completion of the work.
10.2. Additional Provisions. Contractor will ensure that the policies of insurance
required under this Agreement contain, or are endorsed to contain, the following
provisions:
10.2.1 The CMWD and the City of Carlsbad will be named as an
additional insured on General Liability.
10.2.2 Contractor will obtain occurrence coverage, excluding
Professional Liability, which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement
and any extensions of it and will not be canceled without thirty (30) days prior
written notice to CMWD sent by certified mail pursuant to the Notice provisions of
this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's
execution of this Agreement, Contractor will furnish certificates of insurance and
endorsements to CMWD.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these
insurance coverages, then CMWD will have the option to declare Contractor in
breach, or may purchase replacement insurance or pay the premiums that are
due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by CMWD to obtain or maintain insurance
and CMWD may collect these payments from Contractor or deduct the amount
paid from any sums due Contractor under this Agreement.
10.5 Submission of Insurance Policies. CMWD reserves the right to require, at
anytime, complete and certified copies of any or all required insurance policies
and endorsements.
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11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the
term of the Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs
incurred under this Agreement. All records will be clearly identifiable. Contractor
will allow a representative of CMWD during normal business hours to examine,
audit, and make transcripts or copies of records and any other documents
created pursuant to this Agreement. Contractor will allow inspection of all work,
data, documents, proceedings, and activities related to the Agreement for a
period of three (3) years from the date of final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and
subcontractors pursuant to this Agreement is the property of CMWD. In the
event this Agreement is terminated, all work product produced by Contractor or
its agents, employees and subcontractors pursuant to this Agreement will be
delivered at once to CMWD. Contractor will have the right to make one (1) copy
of the work product for Contractor's records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in
CMWD and Contractor relinquishes all claims to the copyrights in favor of
CMWD.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive
written notice on behalf of CMWD and on behalf of Contractor under this
Agreement.
For CMWD:
Name: Jase Warner
Title: Water Operations Supervisor
Carlsbad Municipal Water District
Address: 5950 El Camino Real
Carlsbad, CA 92008
Phone No.: 760-438-2722
For Contractor:
Scott SchenunelName
Title Industrial Division Manager
Address 13250 Kirkham Way
Poway, CA 92064
Phone No. 858-513-2525
E-Mail Address sschemmel@nealelectric.com
Each party will notify the other immediately of any changes of address that would
require any notice or delivery to be directed to another address.
16. 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,
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or subcontractors. Should it be determined that disclosure is required,
Contractor or Contractor's affected 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.
Contractor, for Contractor and on behalf of Contractor's agents, employees,
subcontractors and consultants warrants that by execution of this Agreement,
that they have no interest, present or contemplated, in the projects affected by
this Agreement. Contractor further warrants that neither Contractor, nor
Contractor's agents, employees, subcontractors and consultants have any
ancillary real property, business interests or income that will be affected by this
Agreement or, alternatively, that Contractor will file with the CMWD an affidavit
disclosing this interest.
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances
and regulations which in any manner affect those employed by Contractor, or in
any way affect the performance of the Services by Contractor. Contractor will at
all times observe and comply with these laws, ordinances, and regulations and
will be responsible for the compliance of Contractor's services with all applicable
laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and
Control Act of 1986 and will comply with those requirements, including, but not
limited to, verifying the eligibility for employment of all agents, employees,
subcontractors and consultants that the services required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and
regulations prohibiting discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following
procedure will be used to resolve any questions of fact or interpretation not
otherwise settled by agreement between the parties. Representatives of
Contractor or CMWD will reduce such questions, and their respective views, to
writing. A copy of such documented dispute will be forwarded to both parties
involved along with recommended methods of resolution, which would be of
benefit to both parties. The representative receiving the letter will reply to the
letter along with a recommended method of resolution within ten (10) business
days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a
letter outlining the disputes will be forwarded to the Executive Manager. The
Executive Manager will consider the facts and solutions recommended by each
party and may then opt to direct a solution to the problem. In such cases, the
action of the Executive Manager will be binding upon the parties involved,
although nothing in this procedure will prohibit the parties from seeking remedies
available to them at law.
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20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the
Services, CMWD may terminate this Agreement for nonperformance by notifying
Contractor by certified mail of the termination. If CMWD decides to abandon or
indefinitely postpone the work or services contemplated by this Agreement,
CMWD may terminate this Agreement upon written notice to Contractor. Upon
notification of termination, Contractor has five (5) business days to deliver any
documents owned by CMWD and all work in progress to CMWD address
contained in this Agreement. CMWD will make a determination of fact based
upon the work product delivered to CMWD and of the percentage of work that
Contractor has performed which is usable and of worth to CMWD in having the
Agreement completed. Based upon that finding CMWD will determine the final
payment of the Agreement.
Either party upon tendering thirty (30) days written notice to the other party may
terminate this Agreement. In this event and upon request of CMWD, Contractor
will assemble the work product and put it in order for proper filing and closing and
deliver it to CMWD. Contractor will be paid for work performed to the termination
date; however, the total will not exceed the lump sum fee payable under this
Agreement. CMWD will make the final determination as to the portions of tasks
completed and the compensation to be made.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company
or person, other than a bona fide employee working for Contractor, to solicit or
secure this Agreement, and that Contractor has not paid or agreed to pay any
company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or
resulting from, the award or making of this Agreement. For breach or violation of
this warranty, CMWD will have the right to annul this Agreement without liability,
or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage
fees, gift, or contingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any agreement claim
submitted to CMWD must be asserted as part of the agreement process as set
forth in this Agreement and not in anticipation of litigation or in conjunction with
litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it
may be considered fraud and Contractor may be subject to criminal prosecution.
Contractor acknowledges that California Government Code sections 12650 et
seq.. the False Claims Act applies to this Agreement and, provides for civil
penalties where a person knowingly submits a false claim to a public entity.
These provisions include false claims made with deliberate ignorance of the false
information or in reckless disregard of the truth or falsity of information. If CMWD
seeks to recover penalties pursuant to the False Claims Act, it is entitled to
recover its litigation costs, including attorney's fees. Contractor acknowledges
that the filing of a false claim may subject Contractor to an administrative
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debarment proceeding as the result of which Contractor may be prevented to act
as a Contractor on any public work or improvement for a period of up to five (5)
years. Contractor acknowledges debarment by another jurisdiction is grounds for
CMWD to terminate this Agreement.
23. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of
enforcing a right or rights provided for by this Agreement will be tried in a court of
competent jurisdiction in the County of San Diego, State of California, and the
parties waive all provisions of law providing for a change of venue in these
proceedings to any other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon
CMWD and Contractor and their respective successors. Neither this Agreement
or any part of it nor any monies due or to become due under it may be assigned
by Contractor without the prior consent of CMWD, which shall not be
unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or
contemplated by it, along with the purchase order for this Agreement and its
provisions, embody the entire Agreement and understanding between the parties
relating to the subject matter of it. In case of conflict, the terms of the Agreement
supersede the purchase order. Neither this Agreement nor any of its provisions
may be amended, modified, waived or discharged except in a writing signed by
both parties.
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26. 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
*Bv: MS**^ //
(sign here)
Clark Thompson, President
(print name/tit
CARLSBAD MUNICIPAL WATER
DISTRICT, a Public Agency
organized under the Municipal Water
Act of 1911, and a Subsidiary District
of the City of Carlsbad
By:
*By;
Harry Schirer. CFO
(print name/title)
hschlrer@nealelectric.com
(e-mail address)
President, Executive Manager or
designee
ATTEST:
LORRAIN
Secretary
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,
CFO or
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
By:
Deputy General Counsel
General Counsel Approved Version #05.06.08
ACKNOWLEDGMENT
State of California
County of San Diego )
On December 18, 2009 before me, Victoria A. Jesse, Notary Public
(insert name and title of the officer)
personally appeared Clark Thompson and Harry Schirer ?
who 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 be/sbe/they executed the same in
bis/bef/their authorized capacity(ies), and that by bis/bef/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 PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
VICTORIA A. JESSE I
WITNESS my hand and official seal. i jXn^Vfi COMM. # 1725044 I* •• ™i«i NOTARY PUBLIC-CALIFORNIA*
SAN DIEGO COUNTY 7
My Cornm. Exp. F«b. 12.2011 J
I I.. *JL_ . . A \ . . „ oooooo
Signature
Attachment "A"
Scope of Work
ELECTRICAL SUPPORT SERVICES - Recycled Water
Neal Electric may provide the following services at the following facilities:
FACILITIES
• District Control Center
• Mahr Reservoir
• Calavera Pump Station
• Bressi Pump Station
• Lake Calavera
• Twin D
• Encina
• PRV Stations
ELECTRICAL SERVICES
• Calibration
o Res Level Sensor
o Valve Position
o Pressure Indicator
o Mag Meter
• Maintenance
o Pumps
o Motors
o Flow Meters
o VFD
• Test and Repair
o Input/output Devices
• Troubleshoot
o Troubleshoot & Install Electrical
o Phone Circuits
o Equipment Failure
o VFD
• Upgrade or Modify
o Software/Server Management
o SCADA Records/As Builts
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SCADA SERVICES
• Calibration
o Res Level Sensor
o Valve Position
o Pressure Indicator
o Mag Meter
• Maintenance
o Pumps
o Motors
o Flow Meters
• Test and Repair
o Input/output Devices
• Troubleshoot
o Troubleshoot & Install Electrical
o Phone Circuits
o Equipment Failure
• Upgrade or Modify
o Software/Server Management
o SCADA Records/As Builts
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WWW.NEALELECTRIC.COM 858513-2525 LICENSE NUMBER C10-802588
Date: 12/15/09
To: Gail Jones
Re: Fixed Commercial/Industrial Service Rate
Attn: Gail Jones,
Neal Electric's Service Department is regarded as one of the best in Southern
California. Twenty plus years of experience has proven our knowledge and expertise is
capable of supporting all your electrical needs. Whether you require repairs, minor
installations, or a new tenant improvement, Neal Electric is committed to being
available 24/7 with a 4 hour response.
Neal Electric will provide you:
• Extensive equipment and in-house materials/supplies offering everything
necessary to perform emergency calls, including emergency generators to get
your company back in service quickly.
• High Voltage splicing, commissioning, and testing with two fully equipped
trucks.
• Installing and certifying Voice/Data Systems supported by six service trucks.
• Monthly Lighting Maintenance service, including bucket trucks and cranes to
replace lamps and repair or replace light poles.
• 24 completely stocked service trucks; each manned by a qualified service
electrician, making us available when needed.
• Field Production Services which include: pre-planning, cad drawings,
engineering and design, as-builts, welding and field fabrication.
• Our Industrial Department has 6 trucks manned with qualified technicians to
work on water and waste water systems.
• Our Panel Shop, which is UL 508A approved, can fabricate control panels to
your specifications and can assist in design build projects.
In addition to our extensive Service Department, Neal Electric has expanded and is
now able to provide you with a comprehensive Preventive Predictive Maintenance Plan.
Some of the technologies used in this system include Thermoqraphic Imaging.
Ultrasonic Testing and Power Quality Analysis. We would be happy to provide you
with these rates if you are interested in this important service.
• Reduce your risk of costly business interruptions.
• Reduce your overall operating costs.
• Assure the safety of your facility.
Neal Electric Fax 858 513-9494 13250 Kirkham Way, Poway, California 92064
Below is a list of our service rates, if after reviewing this schedule you have any
questions, please do not hesitate to contact me.
Schedule for Commercial Rates
• Straight Time (7:OOAM - 3:30PM Monday-Friday) $ 76.00
• Over-Time (Saturdays & over 8 hours of work) $114.00
• Double-Time (Sundays, Holidays & over 12 hours of work) $152.00
Schedule for Industrial Rates
• Straight Time (7:OOAM - 3:30PM Monday -Friday) $ 87.00
• Over-Time (Saturdays & over 8 hours of work) $130.50
• Double-Time (Sundays, Holidays & over 12 hours of work) $174.00
Schedule for Industrial Calibration Rates (Instruments)
• Straight Time (7:OOAM - 3:30PM Monday -Friday) $ 96.00
• Over-Time (Saturdays & over 8 hours of work) $144.00
• Double-Time (Sundays, Holidays & over 12 hours of work) $192.00
Schedule for Infrared Testing
• Straight Time (7:OOAM - 3:30PM Monday -Friday) $110.00
• Over-Time (Saturdays & over 8 hours of work) $165.00
• Double-Time (Sundays, Holidays & over 12 hours of work) $220.00
Schedule for High Voltage Rates
• Straight Time (7:OOAM - 3:30PM Monday -Friday) $110.00
• Over-Time (Saturdays & over 8 hours of work) $165.00
• Double-Time (Sundays, Holidays & over 12 hours of work) $220.00
Note: All the above rates include all burden, small tools, truck charge, overhead, and profit.
All emergency and after hour calls will include travel time and are subject to overtime rates,
(a four hour minimum charge may apply for emergency call-outs).
Material
Material costs to be charged at wholesale pricing, plus 7.75% sales tax, plus 5% for
overhead and 10% for profit.
Neal Electric Fax 858 513-9494 13250 Kirkham Way, Poway, California 92064
I am also providing you with some direct phone numbers for your use in case of an
emergency. Neal Electric's policy to respond to emergency service calls within a 2-
hour period. Our response time has typically been less than an hour in most cases
however.
NEAL ELECTRIC 24 HOUR # (858) 513-2525
Name Position Home Phone Cell Phone
Cas Wesolowski VP of Operations 858-748-7558 619-813-7866
Larry Osmus Service Superintendent 858-485-9457 858-382-5957
John Snyder Service Manager 619-445-1186 619-921-0657
Scott Schemmel Industrial Manager 760-723-5357 619-520-6045
If this proposal meets with your approval, please sign below and fax it back to our office
so that we can place it in our files.
Sincerely,u
Scott Schemmel
Industrial Manager
sschemmel@nealelectric.com
Approved By; Date Title
Telephone Fed ID #
Rates are valid for a period of 1 year and may be cancelled/terminated at any time by either party, with
or without cause, and without further liability, by the giving of seven days prior written notice.
Neal Electric Fax 858 513-9494 13250 Kirkham Way, Poway, California 92064