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HomeMy WebLinkAboutDLT&V Systems Engineering - 2008-09-220 7 r�­ T_ CONTRACTS SUBMITTAL Try CITY CLERKS OFFICE 2C016 0 tjr 2 1 To: JOAN FLYNN, City Clerk Name of Contractor: DLT&V Systems Engineering Purpose of Contract: For Example: Audit Services or Water Quality Testing Huntington Lake —Huntington Central Park Water Utility SCADA System Integration with Model Amount of Contract: $11,893.00 Copy of contract distributed to: The original insurance certificate/waiver distributed Initiating Dept. F] to Risk Management F] Finance Dept. 171 ORIGINAL bonds sent to Treasurer n Date: Nanne/txtensioff City Attorney's Office G:AttyMise/Contract Forms/City Clerk Transmittal 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 ]9 20 21 22 23 24 25 26 27 28 29 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND d- U S'r3�7E7-7ScG�Nrc�aL, FOR iF�7�7� U 7(Lr7} SODA 0J-1e-) "()N:L Table of Contents Scopeof Services ....................................... .................. ............................................ I CityStaff Assistance................................................................................................2 Term; Time of Performance.....................................................................................2 Compensation..........................................................................................................2 Extra. Work.................................................................................................. ............2 Methodof Payment..................................................................................................3 Disposition of Plans, Estimates and Other Documents...........................................3 HoldHarmless.........................................................................................................3 Professional Liability Insurance.............................................................................4 Certificate of Insurance............................................................................................5 Independent Contractor............................................................................................6 Termination of Agreement.......................................................................................6 Assignment and Delegation......................................................................................6 Copyrights/Patents...................................................................................................7 City Employees and Officials..................................................................................7 Notices.........................................................................................7 Consent....................................................................................................................8 Modlf7catl otl.............................................................................................................8 SectionHeadings.....................................................................................................8 Interpretation of this Agreement..............................................................................8 DuplicateOriginal....................................................................................................9 Immigration............ ................................................-....................................... 9 Legal Services Subcontracting Prohibited................................................................9 Attorney's Fees..........................................................................................................10 Survival........................................................................................ .............................10 GoverningLaw.........................................................................................................10 Signatories.................................................................................................................10 Entirety.— ..................................... -- .............................. ............. .......................... --10 EffectiveDate ................... ......................... .............................11 PROFFSSIONAL SERVICES CONTRACT BETWEEN THE CITY? OF HUNTINGTON BEACH AND PL 1 (i U 5-, s -raTi s c-7N L--G:R I t"6 FOR bVA-re7t ()-Tl07)- SCAvA SiJ7e7j 1Aj rLGR,4W of 1 u j-n.1 Moc7 THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY, and1X,-rS Sy5ie'HS MMinjEgka Ag(-Z-0NA hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to WAT&' V -n u 7/- SCAM S xilO-7 1N7 &G nA7t aN k4lkn P v'1=1.- ; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington. Beach Municipal. Code, Chapter 3.0i, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: I. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates 4 0"fe H eye-x- who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. agedsvifnet/professional Svcs to $49 12-07 I 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of thus Agreement. 3. TERM, TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on SEpTej�jge-n� 2-2-, 20 Oe (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than St-�(yi&zM 3 p, 2. o/a from the Commencement Date. The time for performance of the tasks identified in Exhibit "A"" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed —'CeWVV %HopaAoyo &1Cffr HUAPAev mxi7Y 7ft-L-Dollars ($ /L 0`?3_ vo ). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such agredsurfnedprofessional secs to &A9 12-07 2 work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or -, illful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are agreelsurfnetlprofessional Svcs to $49 lz-07 3 applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and fin-nish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above -mentioned insurance shall not contain a self -insured retention, "deductible" or any other similar form of limitation on the required coverage except with the express written consent of CITY. A claims -made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to fixture claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. if insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report chums arising fxom work perfo,rtned in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to agreelsurfnebprofessional Svcs to S49 12-07 4 forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10, CERTIFICATE OF ]NSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for cairying the foregoing insurance coverage shall not derogate from, CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. ageelsurfnet/professionaf Svcs to $49 12-07 5 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT'S services hereunder at anytime with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of teimi nation, all. finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. av�-eelsurfnet�profa_sion:�1 secs to�49 12-07 6 14. COPYRIGHTSIPATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by persona] delivery to CONSULTANT's agent (as designated in Section I hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail -return receipt requested: TO CITY: City of Huntington Beach ATTN: ' UN CAI1 J Le� 2000 Main Street Huntington Beach, CA 92648 �❑reelsurfnedprofessional Svcs to $49 12-07 7 TO CONSULTANT: Li L I 1 - V S YS TEM S' C—N G IN GR/66 ATTN = G We HeYea e Pc zo FA -ire mt4 ky , sly t re [ -7 9� ! �✓l+�l� . ce4 Y2 St B 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HF,ADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal. or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as aggeelsurfnetlprofessional secs to E49 12-07 8 to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal scavices are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. age dsurfnetlprofessionai Svcs to $49 12-07 9 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. CONSULTANT's initials 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been. inade by that party or anyone acting on that party's agredsurfnet(professiona] svcs to $44 12-07 10 behalf, ivluch are not embodied in this Agreement, and that that part), has not executed this Agreement in reliance on any representation, induceznen4 promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof 29. EFFECTIVE DATE IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. CONSULTANT, 77Lfd {/ SYr'7�rS EhcG//.1��KrMG coN2azry MANE A ,4C,5R-PoaAr., By: print name ITS: (cxrcfeone)Chainn4Eden ice President By: print namtiefFin�anfci7alO ITS: (circle one) Secretary Secretary — Treasurer agreelsurfnet/professional Svcs to $49 12-07 l 1 CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California � irector, 'ef (Fursuant To HBMC §3. 03.100) APPROVED AS TO FORM: City Attorney Date EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) l NzEG2k7C SCAPA M0 0� i ors �iTiv/Z� t c,e4�L� ko P>ELiN6 , B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: I. S�� SCoP br sCr2VLC&—� ON /'A4,u 2 d 2. C. CITY'S DUTIES AND RESPONSIBILITIES: I . ?D UN c+ C e2— w+ cc ftK'r ( ei-ra.,S'c�,.� P 1 Pi D. WORK PROGRA-V/PROJECI' SCHEDULE: SCopc OF vcCgS 0."1 I°ACc 2 G� r-� Poe a/°d sA-t- EXHIBIT A `1N�Q�r <co"J` r) DESIGN i'.ONHTl2 ilCTI CIN HYSTEM9 ENOINEERINO INTEGRATION IRyiNE QrrleE 20 rAIR6aN KS ♦ SUIT! 771 INv—, OaI"I.r 9261 H V01 CE 949.273.8773 ♦ rnx 949.273.H77S O 6laNlIDE ODIC! 4167 AVCNIDa DC u PL.ATA ♦ SUIrC 1 18 ODEaN SIDEr CALIFORNIH 92D6 VOICE 760.560.0570 ♦ Fax 760. 560.93 Fee Proposal (Revision 3) Date: 8/29/08 Attn: Mr. Duncan Lee, P.E. The Client agrees that the technical method; techniques andpricing mfirmation contained in any proposal submitted by ELT&Vpertainhy to this projector in Client: City of Huntington Beach oils Agreementoranyo dendumthereigaretobeconsideredconfdentialand Address: 2000 Main Street proprietary, and shall rot be released or otherwise made available to any third City, State, Zip: Huntington Beach, CA 92648 parry without the express written consent ofDLT&Y. Phone: (714) 375-51IS Fax: (714) 374-1573 ❑Fax ❑Mail ElEmail ❑Courier ❑Hand Delivery Project Description: Huntington Beach Public Works Engineering Division Redundant Historian for Water SCADA DLT&V Reference #: 2008.08.(A50 Programming Services (Task 300): Programming Tasks $11,893 Total Programming Services: $11,893 Grand Total John A. pson,P.E. Senior -Integration Projanager $11,893 ❑ Lump Sum Fee Q Hourly, Time and Material Fee 2008.08.0450 COH8 Redundant Historian for WaterSCADA Rev3xls Confidential Summary Page 1 of 4FX q l f3r--t- A (Co,�J, T ) Scope of Services Pro;eet Description 1.0 This project covers the Installation of a Redundant Historian (Wonderware IndustrialSQL Server) for the new Water Utilities SCADA system, currently being developed under project 1401.00. The intent is to provide casual users to retrieve historical trends and data without directly querying "mission -critical" SCADA servers. Data will be posted nightly. 2.0 DLT&V shall configure a CITY -supplied Dell Server to run the Redundant Historian. 3.0 DLT&V shall develop a batch program based on Microsoft XCOPY and Windows Task Scheduler on the SCADA Historian that transfers History Block (HB) data to the Redundant Historian. The Batch program will check every 15 minutes to see if a HB is ready for transfer. Ability shall be provided to manually shutdown and move the currently active HB. This will enable modeling to access up-t.o-the-minute data rather than just the previous day. Access to current data will be based on a request from Engineering to the SCADA Coordinator to initiate the manual shutdown of the active HB. The Batch program will then automatically move the HB to the Redundant. Server within the 15 minute period. 4.0 DLT&V shall host a Pilot test at the Irvine office and assist the modeling consultants with developing the correct SQL queries. This pilot test can be performed prior to the Water Factory Acceptance Test (FAT) for project 1401.00, which is scheduled in December 2008. 5.0 DLT&V shall install the Redundant Historian, import desired tags and ensure connectivity in parallel with the Water SCADA system installation. The intent is to permit immediate access to SCADA data once the new system is operational. Responsibilities of Others 1.0 The CITY shall provide DLT&V one (1) Dell Server with Windows 2003 Server R2 and compatible with the new SCADA hardware. 2.0 Configuration of the DMZ zone and Redundant Server to provide access from the CITY LAN shall be performed by the CITY IT Department or other responsible person(s). 2.0 The CITY shall procure and furnish the necessary Wonderware Licenses to run the Redundant Historian for 5,000 tags. The existing modeling Excel Spreadsheet currently only polls 100 tags, but in the best interest of the City, DLT&V advises about 50D/o of the maximum SCADA tag count (12,000 points). Based on the Quote from Wonderware West, City should budget $15,000 to cover licenses, CALs and comprehensive support for ayear. Exclusions and Exceptions 1.0 DLT&V will not obtain any permits. 2.0 Should a condition exist, at no fault of DLT&V, that interrupts or prevents DLT&V from providing contracted services, DLT&V may cease work until the condition(s) are remedied. At the client's request, DLT&V may provide assistance to remedy the delaying condition(s), charged on a time and materials basis. 3.0 Excessive work interruption(s) by others that delay the provision of contracted services by DLT&V may result in additional service charges billed on a time and materials basis. Billina Rates and Payment Terms 1.0 Please refer to the attached Proposal Worksheet(s) for our hourly rates, expenses, and labor -hour breakdown. Any additional services requested by CLIENT that are not included herein will be charged at our Standard Hourly Rates as shown on the attached Proposal W orksheet(s). This proposal will be valid for the next ninety (90) days. We will bill you on a monthly basis for these services. Payment terms are Net 30 days. If you have any questions, please contact us atyour earliest convenience. 2.0 The hourly rates quoted in this proposal will be valid through December 31, 2009. The hourly rates will increase approximately 5%for each year this proposal is in effect and under contract. Accepted for Client: 2008.08.0450 COHB Redundant Historian for WaterSCADA Rev3 xis Confidential Summary Page 2 of 5 l(91T A C COAv(7> Signature: Print name: Date: 2008.08.0450 COHf3 Redundant Historian for Water SCADA Rev3 xls Confidential Summary Page 3 of 5 C=V(i--?iT A (C,,/7 DLT&V Systems Engineering, Inc. Terms and Gondidons DLT&V Systems Engineering, Inc. shall perform the services outlined in this agreement for the stated fee arrangement. Access To Site: Unless otherwise stated, DLT&V Systems Engineering, Inc will have access to the site for activities necessary for the performance of the services. DLT&V Systems Engineering, Inc will take precautions to minimize damage due to these activities, but has not included in the fee the cost of restoration of any resulting damage_ Dispute Resolution: Any claims or disputes made during design, construction or post -construction between the Client and DLT&V Systems Engineering, Inc. shall be submitted to non -binding mediation. Client and DLT&V Systems Engineering, Inc. agree to include a similar mediation agreement with all contractors, subcontractors, sub -consultants, suppliers and fabricators, thereby providing for mediation as the primary method for dispute resolution between all parties. BillingslPaymants: Invoices for DLT&V Systems Engineering, Inc. services shall be submitted, at DLT&V Systems Engineering, Ine.'s option, either upon completion of such services or on a monthly basis. Invoices shall be payable within 30 days after the invoice date. If the invoice is not paid within 30 days, DLT&V Systems Engineering, Inc. may, without waiving any claim or right against the C lient, and without liability whatsoever to the Client, terminate the performance of the service. Late Payments: Accounts unpaid 60 days after the invoice date maybe subject to a monthly service charge of 1.5% (or the legal rate) on the then unpaid balance. In the event any portion, or all of an account remains unpaid 90 days after billing, the Client shall pay all costs of collection, including reasonable attorney's fees, indemni fi cation: The Client shall, to the fullest extent permitted by law, indemnify and hold harmless DLT&V Systems Engineering, Inc., its officers, directors, employees, agents and subconsultants from and against all damage, liability and cost, including reasonable attorney's fees and defense costs, arising out of, or in any way connected with the performance by any of the parties A ove named of the services under this agreement, excepting only those damages, liabilities or costs attributable to the sole negligence or willful misconduct of DLT&V Systems Engineering, Inc. Ccrn ii rssh n w Guarantees and Warranties: DLT&V Systems Engineering, Inc. shall not be required to execute any document that would result in its certifying, guaranteeing or warranting the existence of conditions whose existence DLT&V Systems Engineering, Inc. cannot ascertain. Limitation o f Liability: In recognition of the relative risks, rewards and benefits of the project to both the Client and DLT&V Systems Engineering, Inc., the risks have been allocated such that the Client agrees that, to the fullest extent permitted by law, DLT&V Systems Engineering, Inc.'s total liability to the Client for any and all injuries, claims, losses, expenses, damages or claim expenses arising out of this agreement from any cause orcauses, shall not exceed our fee. Such causes include, but are not limited to, DLT&V Systems Engineering, Inc.'s negligence, errors, omissions, strict liability, breach of contract or breach or warranty_ Termination of Services: This agreement may be terminated by the Client or DLT&V Systems Engineering, Inc. should the other fail to perform its obligations hereunder. In the event of termination, the Client shall pay DLT&V Systems Engineering, Inc for all services rendered to the date of termination, all reimbursable expenses, and reimbursable termination expenses. Ownership of Instruments of Service: All reports, plans, specifications, computer files, field data, notes and other documents and instruments prepared by DLT&V Systems Engineering, Inc as instruments of service shall remain the property of DLT&V Systems Engineering, Inc. DLT&V Systems Engineering, Inc. shall retain all common law, statutory and other reserved rights, including copyright thereto. Software Development: In no event will DLT&V Systems Engineering, Inc. be responsible or liable for indirect or consequential damages resulting from theuse or misuse of the programs written, debugged, or serviced by DLT&V Systems Engineering, Inc. for programmable logic controllers, operator interface terminals, human -machine interface application software, or other programmable devices_ The Clientor End User agrees that DLT&V Systems Engineering, Inc. shall be held harmless from any claims, obligations, or liabilities including but not limited to special, indirect or consequential damages arising out of or in connection with the use or performance of the software Record Document;; Upon the Client's request and upon completion of the Wcrk, the DLT&V Systerns Engineerin , Inc. shall cornp ile for and deliver to the Client a reproducible set of Record Documents b ased upon the marked -up record drawings, addenda, change orders and other data furnished by the Contractor. These Record Documents will show significant changes made during construction. Because these Record Documents are based on unverified information provided by otherparties, which DLT&V Systems Engineering, Inc. shall assume will be reliable, DLT&V SyStens Engineering, Inc. cannot and does not warrant their accuracy. 2008.08.0450 COHB Redundant Historian for Water SCADA Rev3.xls Confidential Terms and Conditions Page 4 of 5 DLT&V Systems Engineering, Inc. A C CN { 7 l Proposal Worksheet Project Number: 2008.08.0450 Project Name: Huntineton Beach Public Wmics Eneineerine Division Redundant Historian for Water SCADA Date: 29-Aug-08 Depart_ Mgr. VII Project Mgr. VI Project Mgr. IV Con stDesigner Mgr. 1111 VI Integr. VI Designer IV Drafter IV Admin. III Tot. Hrs. Section Subtot. # Sub -Task Task 301- Programming 1 Meetin s 8.0 4.0 12,0 2 Configure Redundant Server 40 8.0 12.0 3 De elop Batch routine and schedule 7.0 7.0 4 iDevelop Manual transfer option 5.0 5 Pilot with Consultants 10.0 5.0 6 Installation 10.0 10.0 7 Su ortIT to en orts, DMZ, 5.0 8 ProectManagement 1.0 2.0 V744.0 Pro rammin Fees Sub Total: 1.0 51.0 27.0 $11,787 Programming Expenses: T otal Progranuning & Enp enses: Totals: 1.0 51.0 27.0 79.0 E$106 Std Hourly Rates: $180.00 $163.00 $122.00 $106,00 $12. $122.00 $92.00 1 $92.00 $69.00 Total Fees: $180 1 $8,313 $3,294 $11,787 i otai .H:xp enses: 5iuo Grand Totat $11,893 2008.08.0450 COHB Redundant Historian for Water SCADA Rev3.xls Confidential Matrix Hours Page 5 of 5 EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. Total fees shall not exceed Eleven Thousand Eight Hundred Ninety Three Dollars ($11,893.00). CONSUTANT agrees to inform the CITY when CONSULTANT is at the point of reaching the maximum limit. CONSULTANT shall not continue with any work effort over the amount of the maximum limit per year unless first authorized in writing by City authorized representative(s). Hourly Rates are provided in page 5 of Exhibit A. 2. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non -approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. Surfnet Exhibit B EXHIBIT B Fixed Fee Payment 3m r Y T... LN. INLEftINC' INTEGRATION IRVINE OFFICE OCEANSIDE OFFICE 20 FAIRSANK ♦ SUITE 174 41 67 AVENIDA OE LA PLATA ♦ SUITE 1 1 S IRVINE, CA LIFORNIA 92618 OCEANSIOE, CALIFORNIA 92056 VOICE 949.273.8773 ♦ FAX 949.273.877S VOICE 750.560.0670 ! FAX 750.5 a 0.0675 Fee Proposal (Revision 3) Date: 8/29/08 Attn: Mr. Duncan Lee, P.E. Client: City of Huntington Beach Address: 2000 Main Street City, State, Zip: Huntington Beach, CA 92648 Phone: (714) 375-5118 Fax: (714) 374-1573 ❑ Fax The Client agrees that the technical methods, techniques and pricing information contained in any proposal submitted by DLT& V pertaining to this project or in this Agreement or any addendum thereto, are to be considered confidential and proprietarn. and shall not he released or otherwise made available to any third parry "'about the express written consent of DLT&V. ❑ Mail 0 Email ❑ Courier ❑ Hand Delivery Project Description: Huntington Beach Public Works Engineering Division Redundant Historian for Water SCADA DLT&V Reference 4: 2008.08.0450 Programming Services (Task 300): Programming Tasks $11,893 Total Programming Services: $11,893 Grand Total: $11,893 John A. pson,P.E. Senior Integration Projec Manager 2008.08.0450 COHB Redundant Historian for Water SCADA Rev3.xls Confidential Summary ❑ Lump Sum Fee Q Hourly, Time and Material Fee Page 1 of 5 Scope of Services Proiect Description 1.0 This project covers the Installation of a Redundant Historian (Wonderware IndustrialSQL Server) for the new Water Utilities SCADA system, currently being developed under project 1401.00. The intent is to provide casual users to retrieve historical trends and data without directly querying "mission -critical' SCADA servers. Data will be posted nightly. 2.0 DLT&V shall configure a CITY -supplied Dell Server to run the Redundant Historian. 3.0 DLT&V shall develop a batch program based on Microsoft XCOPY and Windows Task Scheduler on the SCADA Historian that transfers History Block (HB) data to the Redundant Historian. The Batch program will check every. 15 minutes to see if a HB is ready for transfer. Ability shall be provided to manually shutdown and move the currently active HB. This will enable modeling to access up-to-the-minute data rather than just the previous day. Access to current data will be based on a request from Engineering to the SCADA Coordinator to initiate the manual shutdown of the active HB. The Batch program will then automatically move the HB to the Redundant Server within the 15 minute period. 4.0 DLT&V shall host a Pilot test at the Irvine office and assist the modeling consultants with developing the correct SQL queries. This pilot test can be performed prior to the Water Factory Acceptance Test (FAT) for project 1401.00, which is scheduled in December 2008. 5.0 DLT&V shall install the Redundant Historian, import desired tags and ensure connectivity in parallel with the Water SCADA system installation. The intent is to permit immediate access to SCADA data once the new system is operational. Responsibilities of Others 1.0 The CITY shall provide DLT&V one (1) Dell Server with Windows 2003 Server R2 and compatible with the new SCADA hardware. 2.0 Configuration of the DMZ zone and Redundant Server to provide access from the CITY LAN shall be performed by the CITY IT Department or other responsible person(s). 2.0 The CITY shall procure and furnish the necessary Wonderware Licenses to run the Redundant Historian for 5,000 tags. The existing modeling Excel Spreadsheet currently only polls 100 tags, but in the best interest of the City, DLT&V advises about 50% of the maximum SCADA tag count (12,000 points). Based on the Quote from Wonderware West, City should budget $15,000 to cover licenses, CALs and comprehensive support for a year. Exclusions and Exceptions 1.0 DLT&V will not obtain any permits. 2.0 Should a condition exist, at no fault of DLT&V, that interrupts or prevents DLT&V from providing contracted services, DLT&V may cease work until the condition(s) are remedied. At the client's request, DLT&V may provide assistance to remedy the delaying condition(s), charged on a time and materials basis. 3.0 Excessive work interruption(s) by others that delay the provision of contracted services by DLT&V may result in additional service charges billed on a time and materials basis. Billing Rates and Payment Terms 1.0 Please refer to the attached Proposal Worksheet(s) for our hourly rates, expenses, and labor -hour breakdown. Any additional services requested by CLIENT that are not included herein will be charged at our Standard Hourly Rates as shown on the attached Proposal Worksheet(s). This proposal will be valid for the next ninety (90) days. We will bill you on a monthly basis for these services. Payment terms are Net 30 days. If you have any questions, please contact us at your earliest convenience. 2.0 The hourly rates quoted in this proposal will be valid through December 31, 2009. The hourly rates will increase approximately 5% for each year this proposal is in effect and under contract. Accepted for Client: 2008.08.0450 COHB Redundant Historian for Water SCADA Rev3.xls Confidential Summary Page 2 of 5 Signature: Print name: Date: 2008.08.0450 COHB Redundant Historian for Water SCADA Rev3.xls Confidential Summary Page 3 of 5 DLT&V Systems Engineering, Inc. Terms and Conditions DLT&V Systems Engineering, Inc. shall perform the services outlined in this agreement for the stated fee arrangement. Access To Site: Unless otherwise stated, DLT&V Systems Engineering, Inc. will have access to the site for activities necessary for the performance of the services DLT&V Systems Engineering, Inc. will take precautions to minimize damage due to these activities, but has not included in the fee the cost of restoration of any resulting damage. Dispute Resolution: Any claims or disputes made during design, construction or post -construction between the Client and DLT&V Systems Engineering, Inc. shall be submitted to non -binding mediation. Client and DLT&V Systems Engineering, Inc. agree to include a similar mediation agreement with all contractors, subcontractors, sub -consultants, suppliers and fabricators, thereby providing for mediation as the primary method for dispute resolution between all parties. Billings/Payments: Invoices for DLT&V Systems Engineering, Inc. services shall be submitted, at DLT&V Systems Engineering, Inc.'s option, either upon completion of such services or on a monthly basis. Invoices shall be payable within 30 days after the invoice date. If the invoice is not paid within 30 days, DLT&V Systems Engineering, Inc. may, without waiving any claim or right against the Client, and without liability whatsoever to the Client, terminate the performance of the service. Late Payments: Accounts unpaid 60 days after the invoice date maybe subject to a monthly service charge of 1.5% (or the legal rate) on the then unpaid balance. In the event any portion, or all of an account remains unpaid 90 days after billing, the Client shall pay all costs of collection, including reasonable attornev's fees. Indemnification. The Client shall, to the fullest extent permitted by law, indemnify and hold harmless DLT&V Systems Engineering, Inc., its officers, directors, employees, agents and subconsultants from and against all damage, liability and cost, including reasonable attorney's fees and defense costs, arising out of, or in any way connected with the performance by any of the parties above named of the services under this agreement, excepting only those damages, liabilities or costs attributable to the sole negligence or willful misconduct of DLT&V Systems Engineering, Inc. Certifications: Guarantees and Warranties: DLT&V Systems Engineering, Inc. shall not be required to execute any document that would result in its certifying, guaranteeing or warranting the existence of conditions whose existence DLT&V Systems Engineering, Inc. cannot ascertain. Limitation of Liability. In recognition of the relative risks, rewards and benefits of the project to both the Client and DLT&V Systems Engineering, Inc., the risks have been allocated such that the Client agrees that, to the fullest extent permitted by law, DLT&V Systems Engineering, Inc.'s total liability to the Client for any and all injuries, claims, losses, expenses, damages or claim expenses arising out of this agreement from any cause or causes, shall not exceed our fee. Such causes include, but are not limited to, DLT&V Systems Engineering, Inc.'s negligence, errors, omissions, strict liability, breach of contract or breach or warranty. Termination of Services: This agreement may be terminated by the Client or DLT&V Systems Engineering, Inc. should the other fail to perform its obligations hereunder. In the event of termination, the Client shall pay DLT&V Systems Engineering, Inc. for all services rendered to the date of termination, all reimbursable expenses, and reimbursable termination expenses. Ownership of Instruments of Service: All reports, plans, specifications, computer files, field data, notes and other documents and instruments prepared by DLT&V Systems Engineering, Inc as instruments of service shall remain the property of DLT&V Systems Engineering, Inc. DLT&V Systems Engineering, Inc. shall retain all common law, statutory and other reserved rights, including copyright thereto. Software Development. In no event will DLT&V Systems Engineering, Inc. be responsible or liable for indirect or consequential damages resulting from the use or misuse of the programs written, debugged, or serviced by DLT&V Systems Engineering, Inc. for programmable logic controllers, operator interface terminals, human -machine interface application software, or other programmable devices. The Client or End User agrees that DLT&V Systems Engineering, Inc shall be held harmless from any claims, obligations, or liabilities including but not limited to special, indirect or consequential damages arising out of or in connection with the use or performance of the software. Record Documents: Upon the Client's request and upon completion of the Work, the DLT&V Systems Engineering, Inc. shall compile for and deliver to the Client a reproducible set of Record Documents based upon the marked -up record drawings, addenda, change orders and other data furnished by the Contractor These Record Documents will show significant changes made during construction. Because these Record Documents are based on unverified information provided by other parties, which DLT&V Systems Engineering, Inc. shall assume will be reliable, DLT&V Systems Engineering, Inc. cannot and does not warrant their accuracy. 2008.08.0450 COHB Redundant Historian for Water SCADA Rev3.xls Confidential Terms and Conditions Page 4 of 5 DLT&V Systems Engineering, Inc. Project Number: 2008.08.0450 Project Name: Huntington Beach Public Works Engineering Division Redundant Historian for Water SCADA Proposal Worksheet Date: 29-Aug-08 Depart. Mgr. VIl Project Project Mgr. VI Mgr. IV Const Mgr. III Designer VI Integr. VI Designer 1V Drafter Admin. IV III Tot. Hrs. Section Subtot. # Sub -Task Task 301 - Programming I Meetin s 8.0 4.0 12.0 2 Configure Redundant Server 4.0 8.0 12.0 3 Develop Batch routine and schedule 7.0 7.0 4 Develop Manual transfer option 5.0 5 Pilot with Consultants 10.0 5.0 15.0 6 Installation 10.0 10.0 20.0 7 Support IT to open ports, DMZ 5.0 5.0 8 Project Management 1.0 2.0 3.0 Programming Fees Sub Total: 1.0 51.0 27.0 74.0 $tl,787 Programming Expenses: $106 Total Programming & Expenses: 11,893 Totals: 1.0 51.0 1 1 27.0 79.0 Std Hourly Rates: $180.00 S163.00 1 $122.00 $106.00 $122.00 $122.00 S92.00 $92.00 $69.00 Total Fees: $180 1 S8,313 1 $3,294 $11,787 Total Expenses: S106 Grand Total: $11,893 2008.08.0450 COHB Redundant Historian for Water SCADA Rev3.xls Confidential Matrix Hours Page 5 of 5 AC®RD• OF LIABILITY INSURANCE OP ID DATE (MM/DD/YYYY) -CERTIFICATE DLT&V-2 09 26 os PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Stuckey Ins & Assoc Agencies HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR P.O. Box 7020 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Phoenix AZ 85011-7020 Phone: 602-264-5533 Fax: 602-279-9336 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A: Travelers Indemnity Co of CT A 25682 INSURER B: XL Specialty Ins Co A 37885 INSURERC: DLT&V Systems En ineering Inc 4167 Avenida de la Plata 4118 Oceanside CA 92056 INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NSR TYPE OF INSURANCE POLICY NUMBER DATE ( EFFECTIVE /DDT)E PDATE MM%DD/YI�N LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1000000 , PREMISES(Eaoccurence) $ 300000 A X X COMMERCIAL GENERAL LIABILITY 680450OL487 06/01/08 06/01/09 MED EXP (Any one person) $ 5000 CLAIMS MADE a OCCUR PERSONAL & ADV INJURY $ 1000000 X Contractual Li.ab GENERAL AGGREGATE $ 2000000 GEN'LAGGREGATE LIMIT APPLIES PER : PRODUCTS - COMP/OPAGG s2000000 POLICY X PRO LOG JECT A X AUTOMOBILE LIABILITY ANY AUTO BA3993MB41 06/01/08 06/01/09 COMBINED SINGLE LIMIT (Ea accident) $ 1000000 X BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS X BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS ASP VED A TOFO X PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO $ AUTO ONLY: AGG EXCESSIUMBRELLA LIABILITY EACH OCCURRENCE $ 3000000 A X OCCUR CLAIMSMADE CUP6990Y60A 06/01/08 06/01/09 AGGREGATE $ 3000000 $ DEDUCTIBLE $ X RETENTION $ 10000 WORKERS COMPENSATION AND Tpr X TORY LIMITS ER E.L. EACH ACCIDENT $1000000 A EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? UB6403Y44507 06/01/08 06/01/09 E.L. DISEASE - EA EMPLOYEE $ 1000000 If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $ 1000000 OTHER B Professional Liab DPR9614062 06/06/08 06/06/09 Per Claim 2000000 Aggregate 2000000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Professional Liability -Claims Made-Retro Date 09-26-97/RE: DLT&V #1401.01 Huntington Beach Public Works Engineering Division Redundant Historian for Water SCADA/The City of Huntington Beach, its officers, elected or appointed officials, employees, agents & volunteers are additional insured per written contract with respect to General Liability per Form CGD381(09/06) and Auto CERTIFICATE HOLDER CANCELLATION City of Huntington Beach Mr. Duncan Lee, P.E. 2000 Main Street Huntingon beach CA 92648 CIHUN-2 I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATIONI DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. ACORD 25 (2001/08) © ACORD CORPORATION 1988 .�� - �-� *1 r � 'I _ 1 .. 7- a _� i , " �1 . L� Professional Service Contracts Purchasing Certification 1. Date: 10/7/2008 3. Department: Public Works 2. Contract Number: PWK OO!?07 / 00 4. Requested by: Duncan Lee' SL*� 5. Name of consultant: DLT&V Systems Engineering 6. Attach the written statement of the specification, conditions, and other requirements for the requested services provided to solicited consultants. RFP is Attached 7. Amount of the contract: $11,893 8. Are sufficient funds available to fund this contract?' ® Yes ❑ No 9. Is this contract generally described on the list of professional service contracts approved by the City Council?' ® Yes ❑ No 10. Business Unit and Object Code where funds are budgeted: 50685201 11. Is this contract less than $50,000? ® Yes ❑ No 12. Does this contract fall within $50,000 and $100,000? ❑ Yes ® No 13. Is this contract over $100,000? ❑ Yes ® No (Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make sure the appropriate signature page is attached to contract.) 14. Were formal written proposals requested from at least three available qualified consultants? ❑ Yes ® No 15. Attach list of consultants from whom proposals were requested (including a contact telephone number). N/A, as DLT&V is currently working on a similar project, and was selected through an RFP process. 16. Attach proposed scope of work. Attached 17. Attach proposed payment schedule. Attached I` I � Department H 'd ignature HARD AMADR Central Services Manager 1. If the answer to this question is "No," the contract will require approval from the City Council.