HomeMy WebLinkAboutNeal Electric; 2008-02-19;AGREEMENT FOR REMOVAL AND REPLACEMENT OF OUTDAT
EQUIPMENT AT MAERKLE RESERVOIR SERVICES
Neal Electric
RECEIVED
DSC \66BO 4 2008
THIS AGREEMENT is made and entered into as of the
day of tsx&ui*^ , 2008, by and between the CARLSBAD
MUNICIPAL WATEf^tnSTRICT, a Public Agency organized under the Municipal
Water Act of 1911, and a Subsidiary District of the City of Carlsbad, referred to
as ("CMWD"), $nd Neal Electric, a Corporation, ("Contractor").
RECITALS
A. CMWD requires the professional services of an electrician that is
experienced in replacing outdated and incompatible SCADA equipment.
B. Contractor has the necessary experience in providing professional
services and advice related to repair and replacement of SCADA equpment.
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. The Executive Manager may amend the Agreement to
extend it for one (1) additional one (1) year period or parts thereof in an amount
not to exceed Twenty Thousand dollars ($20,000.00) per Agreement year.
Extensions will be based upon a satisfactory review of Contractor's performance,
CMWD needs, and appropriation of funds by the CMWD Board of Directors. The
parties will prepare a written amendment indicating the effective date and length
of the extended Agreement.
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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 Twenty Four Thousand Nine Hundred Fifty Three dollars
($24,953.00). 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 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
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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.
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-:V".
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
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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.
10.1.3 Workers' Compensation and Employer's Liability. Workers'
Compensation limits as required by the California Labor Code and Employer's
Liability limits of $1,000,000 per accident for bodily injury. Workers'
Compensation and Employer's Liability insurance 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.
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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.
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: For Contractor:
Name: Joe Adams Name Mike
Title: PW Supervisor Water Operations Title Project Manager _
Carlsbad Municipal Water District Address 1-3250 Ktrkham way _
Address: 5950 El Camino Real _ Powav. CA 92064 _
Carlsbad, CA 92008 Phone No. (asst sn-2525 _
Phone NO.: 760-438-2722 X7135 E-Mail Address Msnhaf erOnealelectric . 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.
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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,
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
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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.
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.
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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
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:
(sign here)
Clark Thompson. PresidfiJafr/COO
(print/iame/trt
CARLSBAD MUNICIPAL WATER
DISTRICT, a Public Agency
organized under the Municipal Water
Act of 1911, and'ja Subsidiary District,
of the City of'
By:
Harry Schirer, Assistant Treasurer
(print name/title)
Hschirerffnealelectric . com
(e-mail address)LORFfAIN
Secretary
If required by CMWD, proper notarial acknowledgment of execution by contracto'f'/musf
be attached. If a Corporation. Agreement must be signed by one corporate officer
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
J^
Deputy General younsel
General Counsel Approved Version #11.28.06
EXHIBIT "A"
SCOPE OF SERVICES
Itemized List of what Contractor will do for CMWD and at what price.
General Counsel Approved Version #04/02/02
10
Providing Electrical Services^LProviding
MAERKLE RESERVOIR
PLC and HMICHANGEOUT
RECOMMENDATION
Operations finds and recommends that the Programmable Logic Controller (PLC) and
Human Machine Interface (HMI) at Maerkle reservoir be changed out to conform with
the recently completed SCADA ( Supervisory Control And Data Acquisition) upgrade
performed by Neal Electric. The new SCADA system is comprised of OPTO 22
hardware and software transmitting over Freewave Radio's and reporting to a graphic
front end that is programmed using Wonderware. The current PLC at Maerkle Reservoir
was manufactured by Allen Bradley which was installed many years ago by Rockwell
Electric. The HMI at the station is no longer usable and the replacement parts are cost
prohibitive to make it function again. Additionally, OPTO 22 and Allen Bradley are not
compatible in regards to network communications.
Every attempt was made to try and have the current Allen Bradley and OPTO 22
hardware and software communicate to the single front end operating system to save the
City money, but without success. Both Neal Electric and ID AC West attempted at the
Encina Pump Station to integrate the two systems. Currently under our maintenance
contract with Neal Electric we are removing the Allen Bradley equipment at that site and
replacing it with OPTO 22 as soon as Mahr Reservoir is complete. At that point, the
only remaining Allen Bradley portion would be at Maerkle Reservoir. It is for this reason
that we see the need to replace this last portion to have a complete and functioning
system using only one network communicating through one protocol to Operations.
We further see this as necessary in the fact that attempting to support the two systems,
one of which is outdated, is going to be more costly in the end to the City. The HMI that
we need to replace is several thousand dollars and we feel it would be a waste to replace
it to try and fit into an old system that is not compatible with the remainder of our
equipment. It is for these reasons that we strongly make this recommendation and would
like to have one complete operating system composed of one common manufacturer.
Scope of Proposed Work:
Contractor to remove existing Allen Bradley PLC and install City supplied OPTO 22
equipment, prepare As Built drawings, program and test the following:
OPTO 22 Equipment:
One LCSX PLUS Controller
Neal Electric, 13250 Kirkham Way, Poway, Cal. 92064 858-513-2525 Fax 858-513-
3026
Three B16 Racks
Three B3000 Brain Boards
Three PS5 Power Supplies
Ten AIMA-I Analog Input Cards
Three AOA-23-isrc Analog Output Cards
Twelve IAC5 Discrete Input Cards
Five OAC5 Discrete Output Cards
Additionally, the Contractor is to supply and mount a new Industrial Work Station
Nematron Model # IF106-F4H030BO on the front of the existing enclosure. The
workstation shall be programmed using Wonderware Intouch 9.5 which the City already
has a license for. The workstation programming shall consist of several screens depicting
operation of the system and shall have trending of all analog points and an alarm
summary page. The screens shall be based on the City standard that was developed under
the recently completed SCADA contract. Example screens are available from the City.
The total expected amount of labor is 276 hours of which 180 hours is for drawing
preparation and programming of the new controller, workstation and the remainder for
the actual field installers for mounting the new equipment and reconfiguring of the wiring
to match the new system. The I/O schedule for programming is available for review at the
City's office located at 5950 El Camino Real, Carlsbad, Cal. 92008, contact Tom Pagakis
and can be found in SECTION 14 of the Rockwell Electric As Built drawings. The
actual structure of the program shall be developed using Factory Floor software
manufactured by OPTO 22 and based on the existing program currently residing in the
Allen Bradley SLC controller using RSLogix 500. This is available on disk at the City's
office.
The cost for this scope of work is Twenty Four Thousand Nine Hundred Fifty Three
Dollars ($24, 953.00).
Thank You
Michael Schaefer
Engineer
Neal Electric, 13250 Kirkham Way, Poway, Cal. 92064 858-513-2525 Fax 858-513-
3026