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HomeMy WebLinkAboutPure Tech - Amendment One to AgreementAMENDMENT ONE TO AGREEMENT WATER AND WASTEWATER ENGINEERING SERVICES, SPECIFICATION NO. 91537 THIS AMENDMENT TO AGREEMENT is made and entered in the City of San Luis Obispo on _______________________________ by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as City, and Pure Technologies US, Inc., hereinafter referred to as Consultant. W I T N E S S E T H WHEREAS, May 23, 2017 the CITY entered into an Agreement with CONSULTANT for Water and Wastewater Engineering Services; and WHEREAS, the date of termination of agreement without extension is April 30, 2019; and WHEREAS, the term of the contract may be extended by mutual consent for an additional year; and WHEREAS, the CONSULTANT may increase the labor rates to reflect increase labor costs and overhead at each 1-year contract anniversary; and WHEREAS, the CITY desires to extend the contract for an additional year as allowed under the terms of the agreement. NOW THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows: 1. Section 3. Contract Term for On-call Services Contracts is amended as follows to be effective upon the date of this amendment: The expiration date for the agreement is hereby amended to expire on April 30, 2020, unless terminated earlier. 2. Section 4. New labor rates are those rates on the attachment, “2019 Fee Schedule” which will be effective the date this agreement is signed. 3. All other terms and conditions of the Agreement remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. CITY OF SAN LUIS OBISPO: CONSULTANT: __________________________________ Pure Technologies US, Inc. __________________________________ Derek Johnson City Manager By: Its: City of San Luis Obispo Water and Wastewater Specialized Engineering Services 2019 Pure Technologies Fee Proposal Pure Technologies is pleased to present the following updated fee schedule to the City of San Luis Obispo for Water and Wastewater Specialized Engineering Services. The below titles and personnel remain consistent with the previous Statement of Qualifications submitted to the City of San Luis Obispo on February 9, 2017. STANDARD HOURLY BILLING CLASSIFICATION TITLE HOURLY RATE* Technical Advisor (Travis Wagner, P.E.) $257 Program Manager (Ashan McNealy, P.E.) $196 Risk Analysis and Decision Support Manager (Craig Daly, P.E.) $252 Risk Analysis and Decision Support Engineer (Kate Zhao, P.E.) $144 Senior Data Manager (Tavon Ellis) $171 *Rates provided in the above table are for 2019 and may be subject to adjustments. Hourly rates do not include direct costs. AVAILABLE SERVICES The services included in the scope of work include the following: • Pipeline Integrity Management • Pipeline Risk Assessment • Capital Program Optimization • Mainline Break Data Collection and Root Cause Analysis • Pipeline Condition Data Collection • Pipeline Condition Assessment Analysis • Pipeline Structural Analysis • Pipeline Remaining Useful Life Analysis • Condition Data Management and Reporting City of San Luis Obispo Water and Wastewater Specialized Engineering Services 2019 CONDITIONS OF ENGAGEMENT FOR THE PROVISION OF SERVICES (North America) The Proposal is issued upon and is subject to these Conditions of Engagement. If the Proposal is accepted by the Client, these Conditions of Engagement and the Proposal will be deemed to form part of the Contract between the Client and Pure. DEFINITIONS 1. In these Conditions of Engagement, the following definitions apply: a. Client means any person or persons, firm or company engaging Pure to provide the Services. b. Contract means the agreement awarded to Pure as a result of the Proposal. c. Pure means Pure Technologies Ltd., Pure Technologies Canada Ltd., Pure Technologies U.S. Inc., PureHM Inc., PureHM U.S. Inc., or any of their affiliates, as the case may be, which submitted the Proposal and is a party to the Contract. d. Proposal means Pure's offer to carry out the Services and includes all related correspondence plus agreed written variations or amendments thereto. e. Services mean those services of whatever nature to be supplied by Pure under the Contract. f. Site means the facility, land, installation or premises to which Pure is granted access for the purposes of the Contract and may include any combination of the foregoing. PURE’S OBLIGATIONS 2. Pure will perform the Services in accordance with the procedures described in the Proposal, using reasonable skill, care and diligence and consistent with industry standards. 3. Pure will ensure that the equipment used in performing the Services is in a good and functional state. CLIENT’S OBLIGATIONS 4. The Client will provide to Pure full, good faith co-operation to assist Pure in providing the Services. Unless otherwise specified in the Proposal and without limiting the generality of the foregoing, the Client will at its own expense: a. ensure, if required, access to private land will be given to Pure and that any official permits or permissions required for Pure to have access to the Site or carry out the Services are obtained and are in force for the duration of the Services; b. inform Pure in writing of any special circumstances or danger which the execution of the Services may entail or which are inherent in the Site, including the existence and identity of any known hazardous substance or material; and c. perform such additional duties and responsibilities and provide such information and resources as are described in the Proposal. 5. The description of the Services and related compensation amount set out in the Proposal will be based upon information that the Client shall have provided to Pure, and assumptions that Pure shall have identified in the Proposal. The Client acknowledges that if any such information provided by Client is materially incomplete or inaccurate, or if the assumptions identified by Pure are not correct, then the parties will modify the Proposal to reflect the actual information, assumptions, and Services required, and the compensation to Pure will be adjusted accordingly using the change order process set out in the Contract, or if there is no such process, on an equitable basis. City of San Luis Obispo Water and Wastewater Specialized Engineering Services 2019 PROPRIETARY AND CONFIDENTIAL INFORMATION 6. All reports generated in the performance of the Services and delivered by Pure to the Client will become the property of the Client. 7. Pure's equipment which is made available to the Client in connection with the Contract and the raw data generated in the performance of the Services will remain the sole and exclusive property of Pure. The Client will not acquire any proprietary rights in Pure's equipment, systems, software, technology, inventions (whether or not patentable), patents, patent applications, documentation, specifications, designs, data, databases, methods, processes or know-how (“Pure’s Proprietary Technology”). Any modifications or improvements to the Pure’s Proprietary Technology made during the performance of the Services will be the sole and exclusive property of Pure. 8. Both parties agree to keep confidential all documentation and information provided by the other during the performance of the Contract. The obligations set out in this clause 8 will remain in full force and effect after any termination or expiry, as the case may be, of the Contract. 9. Notwithstanding anything herein to the contrary, Contractor will have a limited, non-exclusive, royalty-free license to utilize data collected in the performance of services hereunder for purposes of: a. providing services b. analyzing and improving the services, and c. internal research and development for the benefit of Contractor clients. LIABILITY AND WARRANTIES 10. Pure will indemnify the Client against any expense, demand, liability, loss, claim or proceeding whatsoever in respect of personal injury to or the death of any person, or any loss, destruction or damage to any tangible property and arising directly or indirectly from the negligence of Pure, its employees, servants or agents except to the extent caused by the negligence of the Client or any person for whom the Client is responsible. The Client will similarly indemnify Pure. 11. Pure will not be liable for any loss of production, loss of use of property, loss of revenue or profit, equipment downtime, business interruption, loss of goodwill, loss of anticipated savings, cost of procurement of substitute goods or services, or for any consequential, indirect, incidental, or special loss or damage suffered by the Client or any third party, or for any punitive damages, even if advised of the possibility thereof and notwithstanding the failure of essential purpose of any remedy. 12. Pure's cumulative liability under the Contract, whether in contract, tort (including negligence), or otherwise, will in no event exceed the aggregate consideration paid by the Client to Pure for the portion of the Services that gave rise to the liability, provided, however, that this clause shall not limit Pure’s indemnification obligations under these Conditions of Engagement. 13. The report(s) and any other recommendations or advice made by Pure relating to the pipeline or the Services will be made in accordance with the procedures described in the Proposal, using reasonable skill, care and diligence consistent with industry standards, but do not and will not constitute a warranty of the pipeline’s quality, capacity, safety or fitness for purpose. Pure will not be liable to the Client for any liability or damages that arise from the Client’s reliance upon or application or use of such final report or recommendations or advice made by Pure in relation to the pipeline or Services, and the Client will indemnify Pure against any liability to third parties resulting therefrom. 14. Pure’s warranties for the Services will be set out in the Contract. Pure disclaims all implied or statutory warranties or conditions, including of merchantability, merchantable quality, durability, or fitness for a particular purpose to the extent allowed by applicable law. This means Pure’s warranty obligations will be limited to what is expressly set out in the Contract.