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HomeMy WebLinkAbout2024-07-16; Municipal Water District; Resolution 1744DocuSign Envelope ID: 548CBA3A-16C8-44DD-A8F7-A4683E1E17D4 PSA24-2318UTIL AMENDMENT NO. 1 TO AGREEMENT FOR SYSTEM INTEGRATOR SERVICES FOR THE WATER AND WASTEWATER SUPERVISORY CONTROL AND DATA ACQUISITION (SCADA) SYSTEM REPLACEMENT PARTNERS IN CONTROL, INC., DBA ENTERPRISE AUTOMATION No. 1 is entered into and . effective as of the ~ day of 2024, extending the agreement dated January 10, 2024, (the "Agreement"' 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, California ("CMWD"), and Partners in Control, Inc., a California corp.oration dba Enterprise Automation· ("Contractor"} (colle~tively, the "Parties") for system integr~tor services for the water and w~_stewater SCADA replacement project. RECITALS A. The Pi:!rties desire to amend the Agreement's scope of work to include system integrator • services for the development, programming, documenting and training for the new SCAD.A system; and B. The Parties haye negoti~ted and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in.by this reference as Exhibit "A", Scope of Services. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows:· 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". CMWD will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed seven hundred forty-five thousand, four hundred thirty-nine dollars ($745,439). Contractor will provide CMWD, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by CMWD. 2. With this Amendment, the total Agreement amount shall not exceed two million nine hundred sixty-six thousand seven hundred twenty-seven dollars ($2,966,727). 3. Contractor will complete all work described in Exhibit "A" by January 8, 2027. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 6. Section 10 "INDEMNIFICATION" of the Agreement is hereby deleted in its entirety and replaced as follows: Contractor agrees to defend (with counsel approved by CMWD), indemnify, and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any negligence, recklessn ess, or willful General Counsel Approved Version 5/22/2024 1 Attachment A DocuSign Envelope ID: 548CBA3A-16C8-44DD-A8F7-A46B3E 1E17D4 PSA24-2318UTIL 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. If Contractor's obligation to defend, indemnify, and/or hold harmless arises out of Contractor's performance as a "design professional" (as that term is defined under Civil Code section 2782:8), then, and only to the extent required by Civil .Code Section 2782.8, which is fully incoFporated herein, Contractor's indemnification obligation shall be lfmited to claims that arise out of, pert;ain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor's liability for such claim, including the cost to defend, sha ll not exceed the Contractor's proportionate percentage of fault .. The Pc!rties expressly agree that any payment, attorneys fee, costs·or expense CMWD or.the City of Carlsbad incurs or makes to or on behalf of an ·injured employee under CMWD's self-administered workers' compensation is include.d 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. 7. Section 28 "Third Party Beneficiaries" is hereby added to the Agreement as follows: The parties acknowledge and agree that the City of Carlsbad is an intended third-party beneficiary of the Agreement and may enforce the terms of the Agreement as if the City of Carlsbad was a named pa rty to the Agreement. [signatures on following page] General Counsel Approved Version 5/22/2024 2