HomeMy WebLinkAboutHinz Automation Inc; 2005-03-10;AMENDMENT NO. 2 TO AGREEMENT FOR INSTRUMENTATION
AND CONTROL SERVICES FOR THE CARLSBAD WATER RECYCLING FACILITY,
PROJECT NO. 36753
(HINZ AUTOMATION, INC.)
day of
March 10, 2065 (the “Agreement”) by and between the Carlsbad Municipal Water District, a
Public Agency organized under the Municipal Water Act of 191 1, and a Subsidiary District of the
City of Carlsbad, referred to as (IICMWDII), and Hinz Automation, Inc., a Colorado Corporation,
(“Contractor”) (collectively, the “Parties”) for instrumentation and control services at the Carlsbad
Water Recycling Facility.
th This Amendment No. 2 is entered into and effective as of the 5muaiL.v , 200_b, amending the agreement dated
RECITALS
A. On August 1, 2005, the Parties executed Amendment No. 1 to the Agreement to
provide start-up assistance and the design of a control system for the Recycled Water Pump
Station located at the Carlsbad Water Recycling Facility; and
B. The Parties desire to alter the Agreement’s scope of work to include additional
control system programming at the Carlsbad Water Recycling Facility and Recycled Water Pump
Station; and
C. The Parties have negotiated and agreed to a supplemental scope of work and fee
schedule, which is attached to and incorporated by this reference as Exhibit “A”, Scope of
Services and Fee.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, CMW D 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”.
2. CMWD will pay Contractor for all work associated with those services described
in Exhibit “A” on a time and materials basis not-to-exceed fifteen thousand eight hundred dollars
($1 5,800). Contractor will provide CMW D, on a monthly basis, copies of invoices sufficiently
detailed to include hours performed, hourly rates, and related activities and costs for approval by
CMWD.
3. Contractor will complete all work described in Exhibit “A by March 10,2007.
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 Contractor pursuant to the
Agreement, as may have been amended from time to time, will include coverage
for this Amendment.
General Counsel Approved Version #07.05.01
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6. The individuals executing this Amendment 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 Amendment.
CONTRACTOR
HlNZ AUTOMATIONl INC.,
a Colorado Corporation
(sign he re)
r-rA&?k cc%??s , ARm MAh\A<%X
MWL - ob\es LLiz * -t-l
(print namehitle)
(e-mail address)
CARLSBAD MUNICIPAL WATER
DISTRICT, a Public Agency organized
under the Municipal Water Act of 191 1,
and a Subsidiary District of the City of
Carlsbad
Byfi
-- Eiee&snt, Executive Manager or
designee
ATTEST:_
(sign here) I
(print nam e/ti tl e)
r/ (e-mail address)
dp2- #4.,>*. corn
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,
Assistant Treasurer
CFO or
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: I ' _r DepWGeKl qunsel
General Counsel Approved Version #07.05.01
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EXHIBIT “A’
TASK
Task 4.0 - Control System Modifications
Modify the existing control system software at the Carlsbad Water Recycling Facility
and the Recycled Water Pump Station. Software programming modifications are
necessary to improve start-up of the CWRF after a prolonged shut down or after a
diversion alarm. Provide additional programming at the RWPS to provide control of
SCOPE OF SERVICES AND FEE
FEE
$1 5,800
a relief valve and monitoring of tank level at the Equalization Basin.
TOTAL $1 5,800
General Counsel Approved Version # 07.05.01
3
AMENDMENT NO. 1 TO AGREEMENT FOR INSTRUMENTATION
AND CONTROL SERVICES FOR THE CARLSBAD WATER RECYCLING FACILITY,
PROJECT NO. 36753
(HINZ AUTOMATION, INC.)
effective as of the 1.d day of
, 2005-, amending the agreement dated
the Carlsbad Municipal Water District, a
Public Agency organized under the Municipal Water Act of 191 1, and a Subsidiary District of the
City of Carlsbad, referred to as ("CMWD"), and Hinz Automation, Inc., a Colorado Corporation,
("Contractor") (collectively, the "Parties") for instrumentation and control services at the Carlsbad
Water Recycling Facility.
RECITALS
A. The Parties desire to alter the Agreement's scope of work to include additional
start-up assistance and the design of a control system for the Recycled Water Pump Station located at the Carlsbad Water Recycling Facility; and
6. The Parties have negotiated and agreed to a supplemental scope of work and fee
schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of
Services and Fee.
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 Mill provide those services described in Exhibit "A.
2. CMWD will pay Contractor for all work associated with those services described
in Exhibit "A on a time and materials basis not-to-exceed forty-six thousand two hundred ninety
two dollars ($46,292). 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.
3.
4.
Contractor will complete all work described in Exhibit "A by March 10,2007.
All other provisions of the Agreement, as may have been amended from time to
time, will remain in full force and effect.
All requisite insurance policies to be maintained by Contractor pursuant to the
Agreement, as may have been amended from time to time, will include coverage
for this Amendment.
5.
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General Counsel Approved Version #07.05.01
6. The individuals executing this Amendment 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 ofthis Amendment.
CONTRACTOR CARLSBAD MUNICIPAL WATER
HlNZ AUTOMATION, INC.,
KA L- i
(print name/title)
.sed.,, a4-e A#*. cbn
(e-mail address) ATTEST:
**By:
LORRAINE M. W&D
(sign here) Secretary
(print name/title)
(e-mail address)
If required by CMWD, proper notarial acknowledgment of execution by contractor must be
attached. If a CorDoration. 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,
Assistant Treasurer
CFO or
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowring the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, General Counsel
By:
fleputy Gheral ‘coqsel -
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General Counsel Approved Version #07.05.01
EXHIBIT “A”
SCOPE OF SERVICES AND FEE
~ TASK FEE
$6,120 Task 1.03 - Additional Start-up Assistance
Hinz will provide one control system engineer proficient in both the HMI and PLC
applications for Plant Control System and instrumentation start-up support during the commissioning of the various systems of the plant. Hinz will provide additional
start-up assistance to help resok issues caused by multiple construction contracts.
$1 1,000 Task 2.01 -Analytical lnstlument Installation
Hinz will provide an Instrument Technician to install instruments previously placed in
storage to protect them while the plant was inoperable pending the completion of
the Encina Equalization Basin Contract.
Task 3.01 -Recycled Water Pump Station Temporaw Control Desian
Prepare the design and implementation of a control system for the Recycled Water
Pump Station (RWPS) located at the Carlsbad Water Recycling Facility (CWRF). Currently the system is local control only, requiring Carlsbad personnel to operate
the station at the RWPS. The design will provide a control system which can be
accessed through the CWRF control system or directly through a dedicated phone
line to the operations center at the CitJs facility located at 5950 El Camino Real.
$29,172
TOTAL I $46,292
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General Counsel Approved Version # 07.05.01
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AGREEMENT FOR
INSTRUMENTATION AND CONTROL SERVICES FOR THE
CARLSBAD WATER RECYCLING FACILITY, PROJECT NO. 36753
(HINZ AUTOMATION, INC.)
THIS AGREEMENT is made and entered into as of the \o* day of mad-, , 2005, 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 (IICMWDII),
and HINZ AUTOMATION, INC., a Colorado corporation, ("Contractor").
RECITALS
A. CMWD requires the professional services of a consultant engineer that is
experienced in the design of instrumentation and control systems for water treatment
faci I it ies.
B. Contractor has the necessary experience in providing professional
services and advice related to instrumentation hardware and software for process
facilities.
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 two (2) years from the date
first above written. The Executive Manager may amend the Agreement to extend it for
one (1) additional one (1) year period. 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 for each and every provision of this Agreement.
TIME IS OF THE ESSENCE
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term
will be a not-to-exceed fee of thirty seven thousand eight hundred ninety dollars
($37,890) paid on a time and materials basis. 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 this Agreement applicable to Contractor's work unless
specifically noted to the contrary in the subcontract and approved in writing by CMWD.
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8. OTHER CONTRACTORS
CMWD reserves the right to employ other Contractors in connection with the Services.
9.
Contractor agrees to indemnify and hold harmless the City and its officers, officials,
I N DE M N I FI C AT1 0 N
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 in whole or in part by any willful misconduct or negligent act or omission 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-:VI'.
10.1 Coveraaes 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 Liabilitv 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 Emplover's Liabilitv. 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.
1 0.2. 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
any extensions of it
10.3 Providinq Certificates of Insurance and Endorsements. Prior to CMWD's
execution of this Agreement, Contractor will furnish certificates of insurance and
endorsements to CMWD.
This insurance will be in force during the life of the Agreement and
.. .. k 22 xt.
10.4 Failure to Maintain Coveraqe. 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.
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.
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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 CMW D: For Contractor:
Name Terry L. Smith Name Scott Pickford
Title Sr. Civil Engineer Title Manager of San Diego Operations
Address 1635 Faraday Avenue Carlsbad, CA 92008
Phone No. (760) 602-2765 E-Mail Address scott.Dickford@usa.hinz.com
Carlsbad Municipal Water District Address 1808 Aston Avenue, Suite 170
Carlsbad, CA 92008 Phone No. (760) 930-4000
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, 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 (1 0) 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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General Counsel Approved Version #04/02/02 /
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 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.
General Counsel Approved Version #04/02/02 A .. 7
23. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of .. eniorcing 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.
General Counsel Approved Version #04/02/02
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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 CARLSBAD MUNICIPAL WATER
HlNZ AUTOMATION, INC., a
Colorado corporation
*Bv:
d
( p r i n t namelt i t le)
**By: mEST:
(sign here)
(print nameltitle)
(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,
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:
beputy Ge;er& Counsel
- CALlFORNlA ALL=PURPOSE ACKNOWLEDGMENT
State of Pi 1 i fntni a
COUntyOf San Dieeo'
G5.17, w &gs On
personally appeared
E personally known to me - OR -$z proved to me on the basis of satisfactory evidence
to be the person(+ whose name(* is/=
subscribed to the within instrument and ac-
knowledged to me that hehh4hey executed
the same in his/- 'r authorized
capacity@+, and that by his/-
signature#- on the instrument the person(&
COMM. #1472608 or the entity upon behalf of which the
person(+ acted, executed the instrument.
WITNESS my hand and official seal.
OATE
maugn the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reamchment of th~s form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT a INDIVIDUAL E CORPORATE OWCER
4 NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER IS REPRESENTING: NUY ap PERSOWS aR ENTIIYIIESI
SIGNER(S) OTHEFl THAN NAMED ABOVE
07993 NATIONAL NOTARY ASSOCIATION 9 8236 Rammot Avo. P 0 8cai 7184 -0gl p* cA 9r309-7'ar
~~
Hinz Automation lnc.
8920 Barrons Boulevard, Suite 107
Highlands Ranch, Colorado 80129
Phone: (303) 740-7555 www. hi nz.com Fax: (720) 348-9810
10 February 2005
Carlsbad Municipal Water District
City Of Carlsbad
Re: Signing Authorization
To Whom It May Concern:
Ed Grimm, President of Hinz Automation Inc. (a Colorado Corporation) is authorized to sign for
the company and bind the corporation with respect to contracts with your organization.
Regards,
Darrell Hinz, P. Eng.
Corporate Secretary
cc: Ed Grimm, President of USA Operations
File
Project No. Internal Resolution of Corporate Secretary 100 (2).doc Updated: 10 February 2005 Page 1 Revision 1 .OO
Exhibit “A”
Carlsbad Municipal Water District
Recycled Water Facility
Proposal for Startup and
Commissioning
Hinz Project No. SAN05CRL005
Revision 5.00
16 Feb 2005
Hinz Automation Inc.
1808 Aston Avenue, Suite 170
Carlsbad, California 92008
Phone: (760) 930-4000
Fax: (760) 930-091 1
www.hinz.com
This proposal contains confidential and proprietary information that remains the property of Hinz Automation Inc. It must not be
disclosed to any individual or organization who is not a direct recipient or authorized evaluator without written permission.
~HINZ~ Proposal for Startup and Commissioning
I
Table of Contents
1. Proposal Background ..................................................................................................... I
2. Assumptions & Clarifications ......................................................................................... 1
3. Scope of Work ................................................................................................................. 2
3.1. Equipment ............................................................................................................ 2
3.2. Pre-commissioning Site Evaluation ... ................................................................. 2
3.3. Coordination with MF System Supplier .............................................................. 3
3.4. Analytical Instrument Calibration ....................................................................... 3
3.5. Start-up Assistance ............................................................................................. 3
3.6. Site Acceptance Testing (SAT) ........................................................................... 3
3.7. Training ................................................................................................................. 4
...
4. Exclusions ....................................................................................................................... 4
5. Cost Estimate ................................................................................................................... 5
6. Conclusion ....................................................................................................................... 6
Appendix A - Cost Estimate
Appendix B - Instrument List
This proposal contains confidential and proprietary information that remains the prope
disclosed to any individual or organization who is not a direct recipient or authorized eva3tor without written permission. of Hinz Automation Inc. It must not be
Project No. SAN05CRL005 Updated: 16 Feb 2005 SAN05CRL005 scope of work 500.doc Page i Revision 5.00
IHINZJ Proposal for Startup and Commissioning
1.
2.
Proposal Background
This cost estimate and proposal is for the commissioning and start-up of the Plant
Control System at the Carlsbad Recycled Water facility located in Carlsbad, California.
Hinz Automation Inc. (Hinz) provided the Plant Control System hardware, programming
and instrumentation during 2003 and early 2004. However, following facility construction
and preliminary hardware checks, but prior to installation and commissioning of the Plant
Control System developed by Hinz, the plant was mothballed for 12 months pending a
coordinated start-up effort in parallel with the Encina Effluent Flow Equalization and
Carlsbad WRF Joint Use facility.
Due to the familiarity that Hinz has with the design and implementation of the Plant
Control System, CMWD has requested that Hinz performs the commissioning and
startup.
Hinz welcomes this assignment, but on a time and expenses basis only, as there are
many additional circumstances surrounding this project that are above and beyond the
normal factors that affect the commissioning and start-up of a new facility. Factors such
as:
a. The facility has been dormant for 12 months, and the condition of the facility and
systems have not been verified.
b. The General and Electrical contractors are no longer at the job site, resulting in a
shortage of personnel having familiarity with the mechanical and electrical
systems installed.
c. The majority of the principle team members are no longer available (U.S. Filter
PM, Hinz PM, Carlsbad PM just to name a few).
d. The completeness of the facility has yet to be verified.
e. The operability of instrumentation (including calibration capacity) has yet to be
verified.
Assumptions & Clarifications
The following assumptions and clarifications were used in preparing this proposal:
a. Pricing supplied is an estimate only made in good faith without consideration for
delays, technical difficulties, equipment problems or other unexpected
circumstances.
b. Mechanical and electrical equipment required for plant operation will be installed
and fully functional at the time of Plant Control System commissioning.
This proposal contains confidential and proprietary infonation that remains the property of Hinz Automation Inc. It must not be
disclosed to any individual or organization who is not a direct recipient or authorized eval or without written permission. Y Project No. SAN05CRL005
Updated: 16 Feb 2005
SAN05CRL005 scope of work 500.doc Revision 5.00
Proposal for Startup and Commissioning
3.
c. Coordination and scheduling of Plant Control System commissioning activities
will be performed by CMWD.
d. All equipment and materials have been provided under a previous contract. No
additional equipment has been included in this proposal.
e. The facility will be available to Hinz for commissioning and startup on a
continuous basis, without interruption and delays for corrections to electrical,
mechanical, hydraulic, or other systems.
f. Instrumentation is installed and ready for calibration.
g. Calibration chemicals in storage at the Hinz Carlsbad facility for the past 12 months remain fit for purpose, although this has not been verified at this time.
Scope of Work
The following describes the scope of work provided for under this proposal.
3.1. Equipment
Plant Control System equipment to be commissioned by Hinz Automation under
this proposal is as follows:
a. PLC-2 - Plant Supervisory PLC Panel
b. RIO-2 - Filter Feed Pump Controls RIO Panel
c. HST-1 - File server/historian
d. SVR-1 - Operator Workstation/Redundant Server 1
e. SVR-2 - Operator Workstation/Redundant Server 2
f. EWP-1 - Operator Workstation (Read Only, Encina WPCF)
g. Instrumentation per the attached instrument list (Appendix B)
3.2. Pre-commissioning Site Evaluation
The purpose of the pre-commissioning evaluation is to verify the integrity of the
installed Plant Control System as delivered by Hinz Automation under the
previous contract. The equipment covered by this evaluation includes the
analyzers and instrumentation per the attached instrument list (Appendix B) in
addition to control panels PLC-02 and RIO-02.
This proposal contains confidential and proprietary information that disclosed to any individual or organization who is not a direct recipient Hinz Automation Inc. It must not be
without written permission.
Project No. SAN05CRL005 Updated: 16 Feb 2005
SAN05CRL005 scope of work 500.doc Page 2 Revision 5.00
Proposal for Startup and Commissioning
Hinz will develop a pre-commissioning evaluation plan followed by a walk down
of the site utilizing the procedures of the plan, resulting in the generation of a
punch list of I&C related activities to be performed prior to start-up.
Note that this proposal and related cost estimate does not include any time and
materials that may be required to resolve any punch list activities discovered.
Where applicable and as directed by CMWD, Hinz will develop and present
additional cost estimates to resolve items detailed on the punch list.
3.3.
3.4.
3.5.
3.6.
Coordination with MF System Supplier
Establish and maintain line of communication with MF system supplier to ensure
integration of MF and the Plant PLC-2 systems. This will commence during the
planning phases and continue through the final commissioning and testing
phases.
Analytical Instrument Calibration
Commission and calibrate the following analyzers:
a. Low Range Turbidity (AIT-0804-1, AIT-0804-2, AIT-1005, AIT-0915)
b. Surface Scatter Turbidity (AIT-1202, AIT-1204)
c. pH Flow Through (AIT-1201, AIT-1203)
d. Chlorine Residual (AIT-1004, AIT-1006, AIT-0904, AIT-0917)
e. Conductivity (CIT-1003)
These activities will be performed using the calibration materials supplied per the
previous contract. Costs associated with additional materials needed to
commission and calibrate the analyzers will be forwarded onto CMWD.
Start-up Assistance
Hinz will provide one control system engineer proficient in both the HMI and PLC
applications for Plant Control System and instrumentation start-up support during
the commissioning of the various systems of the plant.
Site Acceptance Testing (SAT)
Hinz will demonstrate the plant control system to CMWD and its representatives
as outlined in the revised testing procedures and documents to be submitted to
CMWD. This will include full I/O validation, PLC programming functionality,
system communications and all HMI functionality (alarming, historization, report
generation, etc.).
This proposal contains confidential and proprietary information that remains the property of Hinz Automation Inc. It must not be
disclosed to any individual or organization who is not a direct recipient or authorized Val or without written permission. IP Project No. SAN05CRL005 Updated: 16 Feb 2005 SAN05CRL005 scope of work 500.d~ Revision 5.00
Proposal for Startup and Commissioning
Hinz will provide one control system engineer proficient in both the HMI and PLC
applications to conduct the tests. CMWD will need to provide one maintenance
personal or an electrician to assist Hinz during the SAT test. This person will be
responsible for simulating process signals, operating plant equipment, powering
up field devices, etc. as needed.
3.7. Training
Site specific training will be provided to operation and maintenance personal
covering the following topics:
a. Instrument Training - Training on the calibration, maintenance and
troubleshooting of provided instrumentation.
b. Control System Maintenance Training - Training on troubleshooting and
maintenance of PLC control system hardware.
c. Operator Training - Instruction in the operational use of the control
system to include; system navigation, process screens, security,
reporting, etc.
d. PLC/HMI Application Training - Includes instruction on the developed
HMI and PLC applications with the focus being on the program
organization and structure. Note, this part of the training is not intended to
provide instruction on how to program PLCs or to configure the SCADA
package. It is intended for personnel with previous PLC/HMI experience
who will be responsible for maintaining the system after completion of the
project.
Training materials will be provided for each session as necessary.
4. Exclusions
The following list of equipment, systems and services are not included in this proposal
and scope of work:
a. MF Supervisory PLC Panel
b. MF Feed Pump Controls (CP-0901)
c. MF Unit 2 (CP-0912)
d. MF Unit 1 (CP-0912)
e. MF Operator Workstation
f. Recycled Water Pump Station Control system
g. All instrumentation NOT included on attached Instrument List
h. Installation, electrical modifications, mechanical modifications
This proposal contains confidential and proprietary information that remains the property of Hinz Automation Inc. It must not be
SAN05CRL005 scope of work 500.doc Revision 5.00 Project No. SAN05CRL005 Updated: 16 Feb 2005
disclosed to any individual or organization who is not a direct recipient or without written permission.
Page 4
[HINZl Proposal for Startup and Commissioning
i. Plant equipment operations
j.
k. As-built documentation
Modification and testing of instrumentation, control system hardware and system
programming not supplied by Hinz Automation under the previous contract
Hinz has detailed the exclusion of the above items to ensure that the scope of this
proposal is well understood by all parties. Although excluded at this time, Hinz is will be
willing and available to assist CMWD with the startup and commissioning of many of
these activities if requested.
5. Cost Estimate
The tasks to be performed along with the estimated time to complete the tasks are
detailed in the attached cost estimate (Appendix A).
Work under this proposal is on a time and expenses basis, and the pricing in Appendix A
is an estimate only.
Hinz will continually track task progress against this estimate and will inform CMWD of
any anticipated projected overruns. Any additional hours required to perform the
specified tasks will be submitted to CMWD as a change order request. The decision to
continue the work or consider alternative options will therefore remain with CMWD.
Any additions to the scope of work will also be submitted to CMWD as a change order
request.
Approval of any change order by CMWD will be required prior to Hinz commencing or
continuing the work task in question.
Billings will occur every 2 weeks and will include man hour break downs indicating hours
expended, resources utilized, and estimated percentage completion on a per task basis.
Hinz will maintain an open line of communication with CMWD to discuss status of the
work in progress, potential problems with scheduled work, changes in the estimated
hours, and to coordinate up and coming tasks.
This proposal contains confidential and proprietary information that remains the property of Hinz Automation Inc. It must not be
disclosed to any individual or organization who is not a direct recipient or authorized evalu or without written permission. A2
Project No. SAN05CRL005 Updated: 16 Feb 2005 SAN05CRL005 scope of work 500.doc Page 5 Revision 5.00
Proposal for Startup and Commissioning
6. Conclusion
We look forward to working directly with CMWD on this project. Please contact me at
(760) 930-4000 or alternatively on my cell phone at (61 9) 925-0850 with any questions.
Regards
Kevin Pearson
Project Manager
This proposal contains confidential and proprietary information that remains the property of Hinz Automation Inc. It must not be disclosed to any individual or organization who is not a direct recipient or authorized eyaluafpr without written permission.
Project No. SAN05CRLOO5 Updated: 16 Feb 2005
SAN05CRL005 scope of work 500.dm Page 6 Revision 5.00
Proposal for Startup and Commissioning
Appendix A - Cost Estimate
This proposal contains confidential and proprietary information that remains the property of Hinz Automation Inc. It must not be
disclosed to any individual or organization who is not a direct recipient or authorized evaluator without written permission.
a HINZ Hinz
Estimate Item Man-hours
Precommissioning Subtotal 80
Commissioning Subtotal 220
kd
Carls bad
cost
$8,857
$23,35a
Automation Inc.
Cost Estimate Summary
Hinz No. SAN05CRL005
Printed on 2/1/2005
at 11:40 AM
bad Recycling Facility Estimate 3OO.xls
Page 1 of6 Sheet: sum
Hinz Automation Inc.
Hinz No. SANOSCRL005
Carlsbad Recycling Facilitv - Start-up Date. 24-Jan-05
Carlsbad
Precommissionins Subtotal
arecommissionlng site evaluation
'recommissioning evalutation plan
;ite walk-thru
?valuation punch list
2oordination With MF system supplier
3gineering coordination with MF
supplier
Project Management - projects ubmittals - maintain budgeta nd accounting - schedule maintenance - projectr eporting and inmicing - semce ad-hoc enquiries
months ofp roject = 2
projecth ours before PMAN = 64
projectm anagementl eve1 = 10 0%
projectm anagementh ours = f
clerical I accounting per month = !
clerical I accounting hours = 1(
ProJect Engineering Man-hour Totals
Printed on 2/112005
at 11:40 AM
-
40
6
46
xpense Dlsbursements
irline
ar Rental
otel leak 1-house expenses
10
-
$4,880
$2,448
$1,313
$8.641 =I===-
tripsat $600
daysat $75 daysat $140
daysat $40
at 2.5% $216
I Precommissioning Subtotal 1 $8,857
Total design man-hours 80
File:S AN05CRL005 Carlsbad Recycling Facility Estimate 300.~1~
Sheet: eng Page 2 of 6
lnIN3;1 Hinz Automation Inc.
Carlsbad
Carlsbad Recycling Facility - Start-up
Hinz No. SAN05CRL005
Date: 24-Jan-05
Commissioning Services
Analytical Instrument Calibration
Low Range Turbidity E
Surface Scatter Turbidity L
pH Flow Through E
(AIT-1201, -1203
Chlorine Residual I€
(AIT-1004, -1006, -0904, -0917)
Conductivity (CIT-1003) L
(AIT-0804-1, -0804-2, -1005, -0915)
(AIT-1202, -1204)
Analytical Instrument Calibration Expense
Airline
Mileage
Hotel
Meals
In-house expenses
Start-up Assistance (IO days)
Chemical System
Filter System
MicroFiltration System
RO system
13500, 3-2.05
Start-up Assistance Expense Disbursemer
Airline
Mileage
Hotel
Meals
In-house expenses
Site Acceptance Testing
demonstrate 110, communications,
alarms handling, HMI display
functions.
demonstrate system control
functionality as described in
specification 13550, appendix 1
Printed on 2/1/2005
at 1 1 :40 AM
merit
$0.41
2.5%
$0.41
2.5%
-
40
-
$4,080
$1 02
$8,160
$204
$8,160
File: SAN05CRL005 Carlsbad Recyclinq Facilitv Estimate 300.d
Hinz Automation Inc.
Carls bad
Carlsbad Recycling Facility - Start-up
Hinz No. SAN05CRL005
24 Jan-05 Date:
Commissioning Services
Commissioning Expense Disbursements
Airline
Mileage
Hotel
Meals
In-house expenses
Project Management
- project submittals
- maintain budget and accounting
- schedule maintenance
- project reporting and invoicing - service ad-hoc enquiries
months of project =
project hours before PMAN = 200
project management level = 10 0%
project management hours = 2C
Commissioning Man-hour Totals
Printed on 2/1/2005
at 11 :40 AM
-
$0.41
2.5% T
$23,351
C omm iss ioni ng S u btota I
Total commissioning man-hours
$23,350
File: SAN05CRL Recycling Facility Estimate 300.xls
Sheet: comm Page 4 of 6
Hinz Automation Inc.
Training Expense Disbursements
Airline
Mileage
Hotel
Meals
In-house expenses
I , I.
- project submittals - maintain budget and accounting - schedule maintenance - project reporting and invoicing
- service ad-hoc enquiries
months of prqect =
project hours before PMAN =
project management level =
project management hours =
clerical / accounting per month =
clerical / accounting hours =
52
Carlsbad Him No. SAN05CRL005
Carlsbad Recycling Facility - Start-uP Date: 24-Jan-05
Training
Instrument Training a
Control System Maintenance e
Operator Training 11
PLUHMIA pplication Training li
Traininig material prep and
coordination li
System Specific Training
Printed on 2/1/2005
at 11:40 AM
$0.41
2.5%
I $5,544
$13:
File: SAN05CRL005 Carlsbad Recycling Facility Estimate 3OO.xls
Sheet: train Page 5 of 6
Hinz Automation Inc. m
2005 Him USA Rate Structure
Project 6 / Sr Prq Mgr $122.00 per hour
Project 5 / Prq Mgr $111.00 per hour
Project 4 $102.00 per hour
Project 3 $92.00 per hour
Project 2 $82.00 per hour
Project 1 $71.00 per hour
Senior CAD Desianer $71.00 per hour ______ CAD Designer $63.50 per hour
CAD Tech $56.50 per hour
Engineering Assistant $62.00 per hour
Expenses
'ravel Expenses (Plane fares, Hotels, Meals, Rental vehicles, at cost tc.)
dternate meal expenses in lieu ofp roviding meal receipts
subject to client approval) $40.00 perday
Automobile Rentals at cost
Mileage for HlNZ vehicles $0.41 per mile
External Services
Courier charges to client locations at cost
Bulk copying and drawing reproduction from external printing
service. at cost
In-House Expenses
ncludes communications costs, photocopies, equipment
isage, CDs and floppies, binders, incidental expenses, in-
iouse drawing plots. labor
ofi nvoiced
2.5% amount for
Procurement
Materials procured for the Client markup (or
15% firm quote)
Pricing Notes:
Rates assume that all contract work is on a time and material basis
Rates are based on monthly invoicing of Engineering services, terms net 30 days.
All applicable taxes are extra. Rates apply to work performed in 2005, and are subject to a rate increase on Jan 1, 2006
The liability ofH inz Automation Inc. is limited to the cost of re-engineering only.
Hinz Automation Inc.
Printed on 2/1/2005
at 11 140 AM
ecycling Facility Estimate 300.~1~ Page 6 of 6 Sheet: rates
IIII ~HINZ~ Proposal for Startup and Commissioning
Appendix B - Instrument List
This proposal contains confidential and proprietary information that remains the property of Hinz Automation Inc. It must not be disclosed to any individual or organization who is not a direct recipient or authorized evaluator without written permission.
I Type I Tag I Range I Size I Manufacturer I Part # i
\\Sanflkan
21311
projects\-proj2002U)O2AELl3 1
-- -I~-*. Paae 11 r Donna Harvev - Hinz Aareement --Sxexource Justification
From: Terry Smith
To: Harvey, Donna
Date: 01/03/2005 10:29:24 AM
Subject: Hinz Agreement - Sole Source Justification
Hinz Automation was a subcontractor to PK Construction, the City's General Contractor, for the
construction of the Carlsbad Water Recycling Facility (CWRF). Because the CWRF could not be started
until the Encina Flow Equalization project was completed (scheduled for April 2005), the City requested a
credit back from PK Construction and their subcontractors for the deletion of start-up services. Hinz
provided a credit through a change order to the City for the deletion of final software programming and
testing of the system software. A Notice of Completion for the project was filed in mid-2004.
With the completion of the Encina project anticipated for April 2005, the City requires the services of an
instrumentation and control engineering consultant to finalize the software programming and testing of the
software that is necessary to operate the CWRF. Since Hinz is the original software designer, they will be
able to finish this task more efficiently and at a lower cost than a new consultant. Hinz is also the
subcontractor for the instrumentation and control on Encina's Flow Equalization Project. A new consultant
would have to spend significantly more hours to get familiar with the very complicated control logic for
operating the numerous pieces of mechanical equipment in the CWRF and Encina Flow Equalization
project. For this reason, staff believes that a sole source contract to Hinz is in the best interest of the City.
Terry L. Smith
Senior Engineer
City of Carlsbad - Public Works Engineering
1635 Faraday Avenue
Carlsbad, CA 92008
tsm it 8 ci .carlsbad.ca. us
(760) 602-2765