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HomeMy WebLinkAboutControl Systems NW LLC - Human Machine Interface System Server Improvements PAGE NO 1 OF 8 PAGES PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT.made and entered into on this 1st day of May .20 20 .by and between the City of Central Point, a municipal corporation hereinafter called the"CLIENT,"and the consulting firm Control Systems NW LLC.whose address is.22722 29th Dris e SE.Suite 210.Bothell.Washington 98021.at which work will be available for inspection.hereinafter called the"CONSULTANT." PROJECT NAME: Human Machine Interface System Server Improvements WHEREAS.the Client deems it advisable to engage the professional services and assistance of a qualified professional consulting firm to do the necessary engineering work for the project. WHEREAS,the Consultant operates in compliance with the statutes of the State of Oregon for registration of professional engineers,has a current valid corporate certificate from the State of Oregon or has a valid assumed name tiling with the Secretary of State and that personnel to be assigned to the work required under this Agreement are qualified to perform the work to which they will he assigned.and that sufficient qualified personnel are on staff or readily available to the Consultant to staff this Agreement. WI IEREAS.the Consultant will perform the work set forth in this Agreement upon the terms and conditions set forth below and in the following Exhibits: Exhibit A Scope of Work Exhibit B Budget Exhibit C Schedule of I Iourly Rates and Charges NOW THEREFORE.in consideration of the terms.conditions.cosenants and performances contained herein below,the parties hereto agree as follows: SCOPE OF WORK The Consultant shall perform the work described in Exhibit A which is attached hereto and incorporated into this Agreement. The Consultant shall make minor changes, amendments. or revisions in the detail of the work as may be required by the Client. provided those changes. amendments.or revisions do not affect the attached Estimate of Time and Expense.Such changes.amendments,or revisions shall not constitute "Extra Work-as related to the"Extra Work-section of this Agreement.To reduce redundancy in effort.the Consultant is entitled to rely on the accuracy and completeness of any data.information.or materials pros ided by the Client or others in relation to the work. STANDARD OF CARE The Consultant shall be held to the same standard of care as is ordinarily practiced by other similar design professionals in that discipline for comparable work provided in a similar locality. DESIGN CRITERIA The Client will designate the basic premises and criteria for the work needed. Reports and plans.to the extent feasible and reasonable,shall be des eloped in accordance with the latest edition and amendments of applicable local and State regulations.guidelines,and specifications. OWNERSHIP OF PRODUCTS AND DOCUMENTS TO BE FURNISHED BY THE CONSULTANT Ownership of the source files of any reports.data,studies,surveys.charts.maps.drawings.specifications.figures.photographs.memoranda_and any other documents which are developed,compiled.or produced by the Consultant as a result of this Agreement,whether or not completed. shall remain with the Consultant. Upon completion of the project.the Consultant shall provide the Client with tangible copies of the project documents in accordance with Exhibit A. 'l'he Consultant shall retain ownership of the source files and intonnation developed by the Consultant in preparing the project documents. The Consultant shall provide the Client with electronic copies of the project documents,in accordance with Exhibit A.in any of the following formats:Adobe Portable Document Format(PDF).AutoCAD:Drawing Web Format(DWF)or JPEG(.IP(i). Any reuse of the project documents that is beyond the scope of the project is prohibited without written authorization from the Consultant. The Client acknowledges the Consultant's plans and specifications are instruments of professional service. The Client agrees to hold harmless and indemnify Consultant against all claims made against Consultant for damage or injury,including defense costs arising out of any reuse of such plans and specifications by any third party. Methodology,materials.software.logic,and systems developed under said Contract are the property of the Consultant,and may be used as the Consultant secs lit.including the right to revise or publish the same without limitation. TIME OF BEGINNING AND COMPLETION The Consultant shall not begin work under the terms of this Agreement until authorized in writing by the Client. If.after receiving Notice to Proceed.the Consultant is delayed in the performance of its services by factors that are beyond its control.the Consultant shall notify the Client of the delay and shall prepare a res iced estimate of the time and cost needed to complete the Project and submit the revision to the Client for its approval. Time schedules are subject to mutual agreement for any revision unless specifically described as otherwise herein. PAYMENT The Consultant shall be paid by the Client for services rendered under this Agreement as provided hereinafter and as specified in Exhibit B and Exhibit C. Such payment shall be full compensation for work performed or services rendered and for all labor,materials,supplies.equipment, and incidentals necessary to complete the work. All billings for compensation for work performed under this Agreement will list actual time /'CuntrnlSr:tctns\\\'',(lpt,Snum Dara't'I'I'C2u1innl t;I'I II\II S,strm Scrtct Ivtprmcmcnt,'u'71'\I'I:nntract'IS\ \ II\1I Sincr lmpiin r'n'n'il"duce PAGE NO 2 OF 8 PAGES (days and/or hours)and dates during which the work was performed and the compensation shall be figured using the rates in Exhibit C. Payment for the work shown in Exhibit A shall not exceed$44.805 without a written amendment to this contract,agreed to and signed by both parties. Payment for work stated in Exhibit A will be calculated based on the Consultants hourly rates stated in Exhibit C. Payment for extra work performed under this Agreement shall be paid as agreed to by the parties in writing at the time the extra work is authorized. (See"EXTRA WORK"). Finance charges,computed by a"Periodic Rate-of 1%per month.which is an annual percentage rate of 12%(applied to the previous month's balance after deducting payments and credits for the current month).will be charged on all past-due amounts unless otherwise provided by law or by contract. Invoices not paid within thirty(30)days will be considered past-due. Acceptance of final payment by the Consultant shall constitute a release of claims related to payment under this Agreement which the Consultant may have against the Client unless such claims are specifically reser\ed in writing and transmitted to the Client by the Consultant prior to its acceptance. The Consultant shall keep available for inspection by the Client.for a period of three(3)years after final payment.the cost records and accounts pertaining to this Agreement and items related to.or bearing upon.these records. If any litigation,claim or audit is started before the expiration of the three-year retention period.the records shall be retained until litigation,claims or audit findings involve ing the records has e been resolved. The three-year retention period starts when the Consultant receives final payment. CHANGES IN WORK The Consultant shall make revisions and changes in the completed work of this Agreement as are necessary to correct the Consultant's errors. when required to do so by the Client,without additional compensation. Should the Client find it desirable for its own purposes to have previously completed work or parts thereof revised,the Consultant shall make revisions,if requested and as directed by the Client in writing. This work shall be considered as"Extra Work"and will be paid for as provided in the Section"Extra Work." EXTRA WORK The Client may desire to has e the Consultant perform work or render services in connection with the Agreement in addition to or other than work provided for by the expressed intent of the Scope of Work. Such work will be considered as Extra Work and will be specified in a written supplement which will set forth the nature and scope thereof. Work under a supplement shall not proceed until authorized in writing by the Client. Any dispute as to whether work is Extra Work or work already covered under this Agreement shall be mutually resolved by the parties before the work is undertaken. EMPLOYMENT the Consultant has not employed or retained any company or person.other than a bona fide employee working solely for the Consultant.to solicit or secure this contract,and has not paid or agreed to pay any company or person,other than a bona tide employee working solely for the Consultant.any fee,commission.percentage.brokerage fee.gifts or any other consideration. contingent upon or resulting from the award or making of this contract. Employees of the Consultant,while engaged in the performance of work or services required by the Consultant under this Agreement,shall be considered employees of the Consultant only and not of the Client,and claims that may or might arise under the Workman's Compensation Act on behalf of said employees,while so engaged in the work or services pros ided or to be rendered herein.shall be the obligation and responsibility of the Consultant. The Consultant shall not engage on a full-tine.part-time,or other basis.during the period of the contract.any professional or technical personnel who are,or have been at ally time during the period of this contract.in the employ of the Client except regularly retired employees, without written consent of the Client. The Consultant's relation to the Client shall be at all times as an independent contractor. NONDISCRIMINATION The Consultant will not discriminate against any person because of race.creed.color.national origin,gender.marital status,sexual orientation. age.or mental,emotional.or physical disability.except for a bona fide occupational qualification with regard to.but not limited to the following: employment:promotions:demotion or transfer:recruitment or any recruitment advertising:layoff or terminations:rates of pay or other forms of compensation:selection for training:and rendition of services. The Consultant is an equal opportunity employer. TERMINATION OF AGREEMENT Either Client or Consultant may terminate this Agreement by giving ten(10)days'written notice to the other party. In such event.the Client shall pay in full for all work previously authorized and performed.including any restocking or cancellation lees for which the Consultant may be subject as a result of termination.prior to the effective date of termination. If no notice of termination is given.relationships and obligations created by this Agreement shall be terminated upon completion of applicable requirements of this Agreement. DISPUTES The parties shall make a good faith effort to resolve disputes concerning questions of facts in connection with work prior to initiating legal action. In the event that either party institutes legal action or proceedings to enforce any of its rights in this Agreement.both parties agree that any such action shall be brought in the courts of the State of Oregon.situated in Clackamas County. 11{ '911K'_I \\1 ICI II�'1�IIIK L',C,mtr>ISv'ter\\\ (lpIr4tKK Data't:PI (:'_11114(14II'III\II 5I'tcm fir\cr lmpK1I•mcnt< Io '911 nnract',1'S\ \GRII t 41 11911 Server 11115,2112111112at PAGE NO 3 OF 8 PAGES LEGAL RELATIONS The Consultant shall comply with federal.state and local laws and ordinances directly applicable to the work to he clone under this Agreement. This contract shall be interpreted and construed in accordance with the laws of Oregon. The Consultant agrees to indemnify and hold harmless the Client, its officers and employees from claims.demands or suits at law or equity directly resulting from Consultant's negligent acts,errors, or omissions under this Agreement. provided that nothing herein shall require the Consultant to indemnify the Client against and hold harmless the Client from claims.demands.or suits resulting from the conduct of the Client. its officers or employees.Provided further.if the claims or suits are caused by or result from the concurrent negligence of la)the Consultant,its agents. or employees. and(b) the Client, its agents. officers. or employees, this provision with respect to claims or suits based upon such concurrent negligence shall be valid and enforceable only to the extent of the Consultant's negligence or the negligence of the Consultant's agents or employees except as limited below. The Consultant shall secure general liability,property damage,auto liability.and professional liability coverage in the amount of$1.0 million, with a General Aggregate in the amount of$2.0 million,unless waived or reduced by the Client. The Consultant shall submit to the Client a completed Standard ACORD Certification Form as proof of insurance.This Form shall name the Client as an additional insured for Consultant's applicable insurance policies. All coverages provided by the Consultant shall be in a form and underwritten by a company acceptable to the Client. The Client will normally require carriers to have a minimum A.M.Best rating of A VII. The Consultant shall keep all required coverages in full force and effect during the lite of this project.and a minimum of thirty(30)days'notice shall be given to the Client prior to the cancellation of any policy. SUBLETTING OR ASSIGNING OF CONTRACTS The Consultant shall not sublet or assign any of the work covered by this Agreement without the express consent of the Client. COMPLETE AGREEMENT This document and referenced attachments contain all covenants,stipulations.and provisions agreed upon by the parties. Any supplements to this Agreement will be in writing and executed and will become part of this Agreement. No agent or representative of either party has authority to make,and the parties shall not be bound by or liable for. any statement,representations. promise,or agreement not set forth herein. No changes,amendments.or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as an amendment or"Extra Work"authorization to this Agreement. The invalidity or unenforceability of any provision in this Agreement shall not affect the other provisions hereof,and this agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. OREGON STATUTORY PROVISIONS ORS 2790.505,2790.515,279C.520.and 279C.530 are herein incorporated by reference. EXECUTION AND ACCEPTANCE This Agreement may be simultaneously executed in several counterparts.each of which shall be deemed to be an original having identical legal effect. IN WITNESS WHEREOF.the parties hereto have executed this Agreement as of the day and year first written above. �k Com. t PPRO I'ED-SIGNATURE .t PPRO I'ED-SIG:\'.i TI/RE RICHARD L.BALLtRD Christopher Clayton PRINT NAME PRINT'A:-1.1/E DIRECTOR City Manager TITLE TITLE April 29, 2020 May 1, 2020 DATE DATE Control Systems NW LLC.22722 29th Drive SE.Suite 210.Bothell,WA 98021 City of Central Point. 104 S.Third Street.Central Point,OR 97502 111 Gmrrulti\,tcm>\ Data'i;Pl'C_nu1u111:I'111\IlS\,tcm tiuyclImprmelm .nuract 1'ti\ \(;H1.1 11'1 11\II`cn cr 2112I1-127 docs PAGE NO 4 OF 8 PAGES EXHIBIT A Scope of Work City of Central Point Human Machine Interface System Server Improvements April 2020 Background The City of Central Point (City) has been unable to utilize a network connection from its Human Machine Interface (HMI) computer due to a malware intrusion on the City's network in 2019. This computer is part of a supervisory control and data acquisition (SCADA) system used to monitor and control the City's water system. The City requested Control Systems NW, LLC (CSNW) identify and procure HMI development software, server hardware, and Microsoft licensing per CSNW direction and HMI system server operation. Scope of Services CSNW will furnish the labor, materials, and software development for the HMI System Server Improvements project. In addition, CSNW will work with the City in a team setting to coordinate deliverables and accomplish the project in a timely fashion to meet the City's needs. Task 1 — Project Administration Services Objective: Administer project records and coordinate with the CSNW project team. Approach: 1.1 Manage CSNW Team,Track Work Elements,and Prepare Monthly Invoices—Manage the CSNW project team to track accomplished work elements, man hours, scope changes, time, and budget.Anticipate work for the following week and identify potential problems or changes. Set up project and coordinate material purchase orders. Submit a monthly invoice summarizing costs and material purchases. Assumptions: • It is assumed Task 1 will be necessary for the duration of this contract. CSNW Deliverables: • Monthly invoices in electronic PDF format. Task 2 — Server Hardware and Software Improvements Objective: Identify and procure HMI development software, server hardware, and Microsoft licensing per CSNW direction and HMI system server operation. Approach: 1 4/29/20208:23:53 AMZ:\ControlSystemsNW\Operations\Data\CPT\C200004 CPT HMI System Server Improvements\09 PM\Contract\PSA SOW CPT HMI System Server Improvements.docx PAGE NO. 5 OF 8 PAGES City of Central Point Exhibit A Human Machine Interface System Server Improvements Scope of Work 2.1 Coordinate Purchasing of Industrial Software—Coordinate purchasing of software to consist of the following: • Allen Bradley FactoryTalk View Studio—HMI development software. • Allen Bradley FactoryTalk View SE 100 Display—HMI Server software. • ThinManager—RDS management software. • Win 911—Alarm notification software. 2.2 Coordinate with Falcon Development for Server Hardware — Coordinate with Falcon Development as a sub to CSNW for server hardware components to consist of the following: • HMI server. • VMWare ESXi—Virtual Machine software. • Network Accessed Storage (NAS) drive. • Network Time Protocol (NTP) Interface Unit—Obtains GPS time for HMI server. • Managed Ethernet Switch — To manage local network devices on system local area network (LAN). • SonicWall Firewall —To limit access to control network. • ViewScada—Proprietary VPN Access for one (1) year. 2.3 Coordinate with Falcon Development for Windows Licensing — Coordinate with Falcon Development for Windows licensing to consist of the following: • Two (2) Windows Server 2016 R2 Licenses. • One (1) Remote Desktop Services (RDS) Device Client Access License (CAL). 2.4 Procure Server Rack Eauipment—Procure server rack equipment components to consist of the following: • Anixter server rack. • Rack-mounted UPS. • Wire management and device support hardware. Assumptions: • Initial setup and testing will occur offsite. • CSNW will perform the services described up to the amounts included in the attached Budget. If additional effort is needed, that extra work will be mutually determined by the City and CSNW. Provided by City: • Information on existing City industrial software and license numbers. 2 4/29/2020 8:23:53 AM 2:\ControlSystemsNW\Operations\Data\CPT\C200004 CPT HMI System Server Improvements\09 PM\Contract\PSA SOW CPT HMI System Server Improvements.docx PAGE NO 6 OF 8 PAGES City of Central Point Exhibit A Human Machine Interface System Server Improvements Scope of Work • Identification and information on City industrial software asset manager. CSNW Deliverables: • Industrial HMI software licenses identified in subtask 2.1. • Server hardware identified in subtask 2.2. • Microsoft software licenses identified in subtask 2.3. • Server rack equipment identified in subtask 2.4. Task 3 — Server Software Development Objective: Finalize software implementation and set up user accounts on server images. Obtain Thin Client equipment and configure Thin Client for access to HMI server system. Approach: 3.1 Configure initial software installation and user setup on server images. 3.2 Coordinate procurement of Thin Client and configure for access to HMI server system. Assumptions: • Initial software integration development and testing will occur offsite. • CSNW will perform the services described up to the amounts included in the attached Budget. If additional effort is needed, that extra work will be mutually determined by the City and CSNW. Provided by City: • Access to City staff as needed to complete the project. • Access to required facilities. CSNW Deliverables: • One (1) completed rack-mounted HMI computer system. PROJECT TERM Services to commence upon execution of the agreement with an expiration of November 1, 2020. FEE FOR SERVICES The fee for services shall be on a time-and-expense basis.The fee for services shall not exceed$44,805 without prior written authorization of the City. 3 4/29/2020 8:23:53 AM Z:\ControlSystemsNW\Operations\Data\CPT\C200004 CPT HMI System Server Improvements\09 PM\Contract\PSA SOW CPT HMI System Server Improvements.docx PAGE NO. 7 OF 8 PAGES EXHIBIT B Budget City of Central Point Human Machine Interface System Server Improvements Apr-20 Description Total Hours Total Labor 1 Total Sub/Material 1 Total Expense Total Cost Task 1 Project Administration Services I 4 I$ 669 I$ -I $ 17 I$ 686 I (Task 2 Server Hardware and Software Improvements 36 I$ 5,724 I $ 32,210 I$ 155 I $ 38,089 I (Task 3 Server Software Development I 24 I$ 4,200 I$ 1,725 I$ 105 I $ 6,030 1 PROJECT TOTAL 64 I $ 10,593 I $ 33,935 I $ 276 $ 44,805' Z\ControlSystemsNVV\Operabons\Data\CPT1C200904 CPT HMI System Server Improvements\09 PM\Contract\PSA FEE CPT HMI System Server Improvements 4/292020 320 PM PAGE NO. 8 OF 8 PAGES EXHIBIT C CONTROL SYSTEMS NW LLC 2020 SCHEDULE OF RATES AND CHARGES RATE LIST I RATE UNIT Professional I $142 $/hr Professional ll $155 $/hr Professional III $166 $/hr Professional IV $182 $/hr Professional V $193 $/hr Professional VI $209 $/hr Professional VII $222 $/hr Professional VIII $229 $/hr Professional IX $229 $/hr Control Specialist I $128 $/hr Control Specialist II $139 $/hr Control Specialist III $152 $/hr Control Specialist IV $165 $/hr Control Specialist V $175 $/hr Control Specialist VI $186 $/hr Control Specialist VII $203 $/hr Control Specialist VIII $209 $/hr Technician I $105 $/hr Technician II $116 $/hr Technician III $133 $/hr Technician IV $142 $/hr Technician V $156 $/hr Technician VI $171 $/hr Technician VII $185 $/hr Technician VIII $194 $/hr Administrative I $71 $/hr Administrative II $82 $/hr Administrative III $97 $/hr Administrative IV $115 $/hr Administrative V $136 $/hr CAD/GIS System $27.50 $/hr CAD Plots-Half Size $2.50 price per plot CAD Plots-Full Size $10.00 price per plot CAD Plots-Large $25.00 price per plot Copies(bw)8.5"X 11" $0.09 price per copy Copies(bw)8.5"X 14" $0.14 price per copy Copies(bw) 11"X 17" $0.20 price per copy Copies(color)8.5"X 11" $0.90 price per copy Copies(color)8.5"X 14" $1.20 price per copy Copies(color) 11"X 17" $2.00 price per copy Technology Charge 2.50% %of Direct Labor Mileage I $0.575 price per mile (or Current IRS Rate) Subconsultants I 15% I Cost+ Outside Services I at cost I Rates listed are adjusted annually.