HomeMy WebLinkAboutNetLogix; 2012-12-06; UTIL1132AGREEMENT FOR POTABLE AND RECYCLED WATER
WIRELESS NETWORK INTEGRATION
VOLCAN GROUP, INC dba NETLOGIX
THIS AGREEMENT is made and entered into as of the day of
DCGM^Snejr . 2012, by and between the CARLSBAD MUNICIPAL WATER
DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary
District ofthe City of Carisbad, ("CMWD"), and Volcan Group, Inc. dba Netlogix, a Corporation,
("Contractor").
RECITALS
A. CMWD requires the professional services of a wireless network integrator that is
experienced in technical support of CMWD's communication network.
B. Contractor has the necessary experience in providing professional services and
advice related to support of the wireless communication network used for the Water SCADA
system at multiple CMWD locations.
C. 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 three (3) additional
one (1) year periods or parts thereof in an amount not to exceed Fifteen Thousand dollars
($15,0000.00) 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.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
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5. COMPENSATION
Semces specified in Exhibit "A" and per the billing rates on Exhiblf-Br^
6- STATUS OF CONTRACTOR
be consider2'd ImXeeTofTMW^fo"^^ ^^"''^^^
The payment made fo Contractor pursuant to the Agreement will be the full and rnmni«.»
7- SUBCONTRACTIMft
rMJ;^°'?/rP°'*ion of fhe Services without prior written aooroval of
CMWD for th^ '^^r subcontracts any of the Semces, Contractor win be 5 respon^bte to
unless specifically noted to the contrary ,n 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- INDEMNIFICATinisi
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10. INSURANCE
—^f?L^SirS^:st^: •^- Agreement and any and al,
arise out of 'or in ^iorwi^ ^^^^^^^ *° ^'^'^'^ "^^
agents, representatives, emlyees fZ^n^^l^I TH °^ Contractor's
insurance carrier admitt^ anHuthnri^^^M H^^^ insurance will be obtained from an
insurance earner is rS^d to hav?aTr?ent^°,.^r^^^^ '''f ^'^^ °' The
with a surplus line insure7on thrstlfeTr.^n^l^^r?^^^^^ "°' '^^^ "A-^VII", OR
(LESLI) w«h a rafing in th'^sl'^^^^ey'^^S of L/l^^^^^^^
10.1 Coveraaes and Limits
R^Managlr T^^:J'^^:'rZ'^' '"'™ "^''^ the
coverage will no any Hmi^aHon^ nf.! of
under this AgreemTcM^ L Cortracto-^s indemnrK=ation obligafions
the limits ofthe insurance wLto^'.^tThwr "'^Ke no representation that
adequate fo protect Sa<^MfclntrLT^l^ Contractor pursuantto,this Agreement are
inadequate, Contractorw^^Twa n^ucf ^^^^^^ ^"^ required insurance coverage is
adequate, af Confracfor-s sote ^x^^^^^^^^^ '"'"'^"'^ "^'^'^^e. as Contractor deems
per occurence forSNSISSSS
contain aggregate limits gin^^^al^g^atetaitewinnnu^ damage if the submitted policies
Agreement or the generatlgg^afeWJS^^^^^^^^ '^'^
workforCMWD). t?SfiSd'sTnote if^ ^
damage. ' single-limrt per accident for bodily injury and properfy
limits as?equired bfgif CaliforaTa't^TrnX'' '"^^ Compensafion
Contractorh^snoeUv^elX^t^rcr^^^^^^
ContracloVs;rofes^^l!^^,3T;i„^Sr^^^^^^ appropriate to
maintained for a period of f^e^a^n?^^^^^^^^^ musf be
CMWDs initials gtJL.tfir'. i;".- , '-^f ""'^'® ^'^ecked. Professional Liability CBi«aet&r's Initials Insurance requirement is waived
rAgr^s^.rrd'-—
Liability wt£Lhal,pS^ta^crSe^rc^^^^^^^^ '"^""'^ °" '=°-"'-'=-l General
Which J,?b^'written as°S!m1L1otra^^^ P-'essional Liability,
extension'^'c^it and wilf nof™n<^lL'wiL^^^^^^^ °' ^''^ ^a^^^-^^"' ^nd any
sen, by certified mail PursuamlThrNolce^roT^^^^^^ '°
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^^•^ ^"fa'Ti'SSion of Insurannft Pr^iir^io.^ CMWD resen/A^ fha ri«M
complete and certified copies of^i^^reJ^l^'^nLtr"
11- BUSINESS LICFMRF
Agrmtr^t,^ m^^eTmlTiSl-m^S^^^^^^^ ^-'-^ ^'-^ '"^ °'
'^2. ACCOUNTING RECQRns
Sre^^rS^^^^^^ -pec. to costs incurred under this
CMWD during normal bu^Lss hStfexam"e audTtnd mif ^ T'^i^^ of
i^sSriTworda^rur^^^^^^^
OWNERSHIP OF DQCUMFMTQ
SAg';^'rn?ffKo%ri^^^^^^
product produced by CoSo^r S^li T,! f ASfP^ment is temiinated, all work
Agreement will bele^^edTo^^ lT^n r'^?^.' subcontractors pursuant to this
copy of the work prod~clSo?sSs '3'' *° ""^^^ ""^
14. COPYRIGHTS
15. NOTICES
For CMWD
^a"^® ^ase Warner
™^ Water Utility Supervisor
For Contractor
Name
Title
Address
Carlsbad Municipal Water District
5950 El Camino Real
Carisbad CA 92008
Phone 760-438-2722
Address S^QoXXeS^t^,^^
Phone 2^6^'aoa--snMr>
E-mail
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n:t^ene^::r;;rbi^re°J?^^r^^^^^^^^ '"'^"'^ -""^ -y
16. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the Cify of Carlsbad Conflict of Interest Code The S)Sor s^ar er^rt
investments or Interests in all four categories. "-ontraaor shall report
•l^- GENERAL COMPLIANCE Wirp I Auuc
Contractor will keep fully informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by Contractrorfn anv wa« Xr. m»
tCrr^^ ^^"'''^^^ Contractor will'ataSs ob^^^^^
these laws, ordinances, and regulations and will be responsible for tffe Sr^XnL o^
Contractor's sen/ices with all applicable laws, ordinances and regulations ^ """Pl'^^^e of
Confracfor will be aware ofthe requirements ofthe Immigration Refomi and Control Act of IQRR
and will comply with those requirements, including, but not limited to vtifyiSte eta blitl for
b'thisTgreemem^^^ subcontractors and consultants that the'rr^icts'rSred
^8- DISCRIMINATION AND HARASSMENT PROHIRITFr^
diL"nSr arh^^^^^^^^ ^'^^ '^^ ^"<^ -^"'ations prohibiting
19- DISPUTE RESOLUTrnw
!LMT,'f ^"^^ '^^"^^^ perfomiance ofthe Sen/icesthe following procedure will
be used o resolve any questions of fact or interpretation not otherwise settted by^eemT^i
between the parties. Representatives of Contractor or CMWD will reduLluch g^^^^^^^^
their respective views, to writing. A copy of such documented dispute be ?o,^afded to both
K^rtlS'lhr^'orlsen?';"'"'"'"'"' °' '«S°'".ion,'whic: wouSben^^^^^^^ Dotn parties. The representative receiving fhe tetter will reply to the letter alonn «,ith I recommended method of resolution within ten (10) business days If hfresdCL hus
.0 * E^e" * Thf S^'l n ' ^"^^ theWs wrbe^n^Vde": ro me txeoutive Manager The Executive Manager will consider the facts and soiutinnc
rZ"^":^"^^, ^""^ ^"'^ ""ay 'hen opt to direct a solufion to the problem h suSh
cases, the acfion ofthe Executive Manager will be binding upon the parties invdved^a«hou^
nothing in this procedure will prohibit the parties from seekfng °emedL ava'^^to them af lat
20. TERMINATION
In the event of fhe Contractor's failure to prosecute, deliver, or perform fhe Services rwwn
t^t ~n*if c'Sl^Td^^^^^^^^^ """^'"S C^^nS^b'S mTS ine temi nation, if CMWD decides to abandon or indefinitely postpone the work or serwirp.:
ronSnr n CMWD may temiinate this AgVeemert up^n wrln nXlo
doc ments ored"t%'^D Lif'""''^ business'^a^ to inv°er any
wXo'cMWD In'^L^^^h '^^^ ^^'"'^ whicTrsTsabte and of
re'm,rnethT)(XyS^^^^^^^^^ "P°" '^^^ ""^ CMWD v°ll
General Counsel Approved Version 2/17/12
Either party upon fendenng thirty (30) days written notice to fhe other party may terminate this
Agreenient^ In this event and upon request of CMWD. Contractor S^lV^^semble he ^^^^
product and put rt in order for proper filing and closing and deliver it to CMWD ?ortraV^^^^^
f?™^;' "'^ 'he total Will not exc^metr^
, ""^«^ «hi8 Agreement. CMWD will make the final detemiination as to the portons of
tasks completed and the compensation to be made. «ie pontons or
21- COVENANTS AGAINST CONTINGENT FFFS
Contractor warrants that Confracfor has not employed or retained any company or person other
Colacforhaf noroaTor*::i''"'H Y *° ^'"^ °^ secur^ this^VeeS and fha oon ractor has not paid or agreed to pay any company or person, other than a bona fide
Lnfi^ni up'on 'or reST' P^r'^^^'^^oKe^age fee, gift, or' any other conside^a on contingent upon, or resulting from, the award or making of this Agreement For breach or
r^t dTscrll' to frTS,*^: '''' "3''* •° ' this Agr^me^t'ltho^ liaS or in Its discretion to deduct from the Agreement price or consideration, or othenwlse recover the
full amount of the fee, commission, percentage, brokerage fees, gift, or contiJi^e^t fe?
22. CLAIMS AND LAWSUITS
mU'Srel'^rnTrt"n^^^^^^^ ^T' ^"^ ^'^^'"^'^ s"'""«ted to CMWD an^WnLtinn^fflt . ^^"^ aSfeement process as set forth in this Agreement and not in
clai^fs suhmiL?^^^^^^^ ^ acknowledges that if a false claim is submitted to CMWD. if may be considered fraud and Contractor ,r^v be subiect to
?S'itZ'^r°P •'^^ California Government C^e sSns
12650 eLsea,, the False Claims Acf applies to this Agreement and provides for civil D7nam^^
where a person knowingly submits a false claim to I public entity. Thrse p SsI^^^^^^^
the mt'nr f«,1' T f^'^^f^ 'f °^ false information or in rXsfdTsreSd ol
Claims Ad tt K;ri?r''°"- " "^f^" ^^•'^ *° penalties pursuant to the
Claims Act. rt is entitled to recover rts litigation costs, including attorney's fees Contractor
acknowledges that the fliing of a false claim may subject Contractor toVradminS^
debamient proceeding as the result of which Contracior may be prevented to ad as a
Contractor on any public work or improvement for a period of up to five (sTyears Coritractor
Agreeme^'' g™"nds for CMVTO^ to ^minafe Si
23. JURISDICTIONS AND VFMIIF
Any action at law or in equity brought by either of the parties for fhe purpose of enforcina a riaht
oomty of San Diego. State of California, and the parties waive all provisions of law providina for
a change of venue in these proceedings to any other county. proviomg tor
2^- SUCCESSORS AND ASSIGN.S
It is mutually understood and agreed that this Agreemenf will be binding upon CMWD and
Confracfor and fheir respective successors. Neither this Agreement or Lny part of rt nor anv
SSD" Which "If ^^^^"^^ ' ^«h°mhe Prior ^ns'en OT uMwu, Which shall not be unreasonably withheld.
25. ENTIRE AGREEMFNT
This Agreenient. together with any other written document refen-ed to or contemplated bv it
along with the purchase order for this Agreement and its provision^ eSy The enti e
Agreement and understanding between the parties relating to the subiect matter ^ if In case
confiict, the temis of the Agreemenf supersede the purchase order Nerthrthfs S eemenfno
General Counsel Approved Version 2/17/12
sTgLdb^^TpiS"'' ^^-^ - ^-^-Sed except In a wrrting
26. AUTHORITY
?n!fr2?t!;"'"^'l®''^''"*'"^ ^^'^ Agreement and the instruments referenced in it on behalf of
CARLSBAD MUNICIPAL WATER DISTRICT
a Public Agency organized under the
MuiwetuaKWaterAt
* District of the ^Titv of Carlsbad
(sigrmere)
-^^JMS^'^^ Ceo
(print name/title)
rSeniarnl Manager
Deputy Executive Manager
ATTEST:
(print name/titfe)
LORRAINE M. WOOD
Secretary
iSr/a cnrnlS^S^^^^^^^ ^^knowledgment of execution by contractor must be
blowing tv^S^^' ^'^"""^'"^ '""^^ ^'^ned by one corporate officer from each of thi
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 secretarv or assistant
secretary under corporate seal empowering the officer(s) signing to'bind the c^po^a«on
APPROVED AS TO FORM:
Genera! Counsel Approved Version 2/17/12
Attachment (A)
Scope of Work
Potable and Recycled SCADA Network Support
NetLogix w,H provide Technical support ofthe wireless communication network
rTJJ^' ^^^^^ ^"PP^"^ ^^^^^^ throughout the CMWD service area.
Wireless Access Points
Wireless End points
Analyze Radio Frequencies for 5G & 3.65 GHz
Configure VLAN switch/ VUN tagging
Antenna alignment
NetLogix Labor Category
2012-2013
NetLogix
Rates*
Field Services Manager $150.00
Field Services Engineer $100.00 Sr. Trainer $100.00
Discounted and blended rates available for Projects
Unscheduled work outside of normal hours billed at time and half
Unless otherwise agreed upon, 4 hour minimum required.