HomeMy WebLinkAboutControl Systems NW LLC - Public Works Shop Processor Improvements PAGE NO. 1 OF 7 PAGES
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT,made and entered into on this 1st day of May _70 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 Drive
SE.Suite 210.Bothell.Washington 98021.at which work will be available for inspection.hereinafter called the"CONSULTANT'."
PROJECT NAME: Public Works Shop Processor Improvements
WHEREAS.the Client deems it advisable to engage the professional sen ices and assistance of a qualified professional consulting firm to do the
necessary engineering work for the project.
WI IEREAS,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 be 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 Hourly Rates and Charges
NOW THEREFORE.in consideration of the terms.conditions.covenants 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 provided 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
developed 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. The Consultant shall retain ownership of the source tiles and information 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).AutoCADT Drawing Web Fonnat(DWF)orJPEG(JPG).
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 sees fit,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. 111 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 revised 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
'l'he 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
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(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$15.084 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 Consultant's 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 reserved 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
ol'the three-year retention period,the records shall be retained until litigation.claims or audit findings involving the records have 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 have 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 tide 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 provided or to be rendered herein,shall be the obligation and responsibility
of the Consultant.
The Consultant shall not engage on a full-time.part-time.or other basis.during the period of the contract,any professional or technical personnel
who are,or have been at any 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 tide 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 tennination. 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.
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LEGAL RELATIONS
The Consultant shall comply with federal.state and local laws and ordinances directly applicable to the work to be 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. pros ided 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(a)the Consultant,its
agents. or employees, and(b) the Client. its agents. officers, or employees, this provision \\ith 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 processional 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\\ill 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 life 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 cm erect 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 v\Titing 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 he 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 279C.505.279C.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 WI-IEREOF.the parties hereto have executed this Agreement as of the day and year first written above.
1PPRO f'ED-57G:V,1 TC'RE .I PPRO I"ED-SIGV.t TC:RE
RICHARD L.B.-ALL.ARD Christopher Clayton
PRINT,VAAfE PRINT.V.-1 AIE
DIRECTOR City Manager
TITLE TITLE
April 29, 2020 May 1, 2020
DATE DATE
Control Systems NW LLC,22722 29"'Dnve SE.Suite 210.Bothell,WA 98021 City of Central Point.104 S.Third Street,Central Point,OR 97502
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PAGE NO 4 OF 7 PAGES
EXHIBIT A
Scope of Work
City of Central Point
Public Works Shop Processor Improvements
April 2020
Background
The City of Central Point (City) has requested Control Systems NW, LLC (CSNW) implement control
and equipment upgrades to the existing Public Works Shop Booster Pump Station (PW Shop)
processor to allow for the management of communication to remote sites.
Scope of Services
CSNW will furnish design, labor, and materials for the PW Shop Processor 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.Services will be performed up to the value of
the Budget, if additional effort or funding is required, that extra work will be mutually determined by
the City and CSNW.
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 monthly invoices 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 — Electrical Modifications
Objective: Identify, procure, and install PW Shop processor and input/output (10) modules for the
management of communication to remote sites.
Approach:
2.1 Modify and Install PW Shop Processor—Work to include mapping of current inputs and outputs,
installation of new DC power supply, installation of PW Shop processor, installation of terminal
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City of Central Point Exhibit A
Public Works Shop Processor Improvements Scope of Work
blocks for wire management, and installation of new overcurrent protection for processor.
Provide as-built drawings of final processor configuration.
2.2 Procure PW Shop Material and Coordinate Delivery — Work to include procurement of
equipment referenced in subtask 2.1, and coordination of delivery and receiving.
2.3 Provide Server Point of Electrical Connection — Work to include installation of electrical
connection for server uninterruptable power supply.
Assumptions:
• Electrical modifications will be based on CSNW's investigation of current system installation.
• CSNW will rely on the accuracy and completeness of data, materials, or information provided
by the City or others in relation to this Scope of Work.
• Communication with the City on expectations for hardware and software purchasing is
required to maintain schedule and budget costs.
Provided by City:
• Access to City staff for questions and comments during modification process.
• Access to PW Shop during electrical modifications.
CSNW Deliverables:
• Installation of equipment defined in subtask 2.1.
• Procurement of equipment defined in subtask 2.1.
• Installation of equipment defined in subtask 2.3.
• Electrical modification as-builts in electronic (PDF) format.
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$15,084
without prior written authorization of the City.
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EXHIBIT B
Budget
City of Central Point
Public Works Shop Processor Improvements
Apr-20
Description I Total I
Hours Total Labor I Total Sub/Material I Total Expense I Total Cost
!Task 1 Proiect Administration Services I 3 I $ 447 I$ -I$ 11 I $ 458 I
!Task 2 Electrical Modifications I 14 I$ 2,450 I $ 12,103 I $ 73 I $ 14,625 i
11 PROJECT TOTAL 1 17 1 $ 2,897 1 $ 12,103 1 $ 84 1 $ 15,084 1
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EXHIBIT C
CONTROL SYSTEMS NW LLC
2020 SCHEDULE OF RATES AND CHARGES
RATE LIST I RATE I UNIT
Professional I $142 $/hr I
Professional II $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
price per mile
Mileage I $0.575 (or Current IRS Rate)
Subconsultants 15% Cost+
Outside Services I at costI
Rates listed are adjusted annually.
Control Systems NW LLC
/11111\ep/ 3553 Arrowhead Drive,Suite 200 Letter of Transmittal
Medford, OR 97504
541.665.5233 or 800.720.8052
Fax:541.665.5266
DATE: April 29, 2019 JOB NO.: CPT C20-0003
ATTENTION: Chris Clayton, Public Works Director
TO: City of Central Point RE: Personal Service Agreements for the following:
140 S. 3rd Street HMI System Recovery
Central Point OR 97502 HMI System Server Improvements
PW Shop Processor Improvements
Sent Via: Email
WE ARE SENDING YOU THE FOLLOWING:
X Attached Under Separate Cover Via:
Shop Drawings Prints 1 Plans Samples 1 Specifications
Copy of Letter Change Order 1 Submittals
CONTENTS:
COPIES DATE NO. DESCRIPTION
1 4/29/20 pgs Personal Services Agreement for the HMI System Recovery project for approval.
(CPT C20-0003)
1 4/29/20 Personal Services Agreement for the HMI System Server Improvement project for
approval. (CPT C20-0004)
1 4/29/20 Personal Services Agreement for the PW Shop Processor Improvements project for
approval. (CPT C20-0005)
THESE ARE TRANSMITTED AS CHECKED BELOW:
For approval Approved as submitted Resubmit copies for approval
For your use Approved as noted Submit_copies for distribution
As requested Returned for corrections Return_corrected prints
For your information X Signature:
For review and comment For bids due: Prints returned after loan to us
REMARKS:
Enclosed are the Personal Services Agreements for the above-referenced projects, which have been signed by Control
Systems NW. Please sign the original and return the fully executed version to contracts@rh2.com or to:
Control Systems NW LLC
Attn:Accounting
22722 29th Drive SE,Suite 200
Bothell,WA 98021
ICOPY TO: SIGNED: _
4/2912020 3 54 PM Z.\ControlSystemsNWlOperations\Data1CPT\Trans C Clayton CPT HMI and PW Process PSA for Signature 20200429.docx