HomeMy WebLinkAbout08/21/2007, C2 - TELEMETRY MAINTENANCE CONTRACT council
August 21,2007
agenda RepoRt GZ
C1 TY O F SAN LUI S O B I S P O
FROM: Department Head: John Moss,Utilities Director
Prepared By: David Hix Wastewater Division Manager.
SUBJECT: Telemetry Maintenance Contract
CAO RECOMMENDATION
Approve agreement with Bristol Inc, for telemetry system maintenance services in the amount of
$62,600.00 and authorize mayor to execute agreement.
DISCUSSION
The Utilities Department utilizes a computerized control and monitoring system referred to,as
"telemetry" to operate and monitor water and wastewater processes throughout the water and
wastewater treatment plants, water supply, water distribution and wastewater collection systems.
Telemetry is used to ensure pumping for water distribution and supply, control of sewage pumps
in the wastewater collection system and numerous, complicated processes at the Water Treatment
Plant and Water Reclamation Facility (WRF). The system was built by City staff beginning in
the late 1980's, utilizing Bristol, hie. equipment, and has grown into a mission critical
department wide system that every section in the department utilizes and is dependant upon for
efficient and compliant operation of our systems. Maintenance, replacement and upgrade of the
system has been on hold for some time pending development and completion of a"Master Plan"
and now the City's system is facing many serious problems that could result in significant costs-,
possible service disruptions and potential discharge violations.
Responsibility for operations and maintenance of the telemetry system has fallen largely to the
individual sections, with support from the Information Technologies (IT) division. This has
become an overwhelmingly complicated technical task that in many instances requires specific
technical knowledge outside of the expertise of City staff and has resulted in maintenance and
upgrades being inconsistent or defen-ed for long periods of time. Recently IT and Utilities
requested that Bristol Inc. perform an audit of the City's telemetry system to document existing
equipment and software and provide a recommendation for ongoing maintenance and repair of
the system. The audit found significant deficiencies including lack of routine maintenance, out
of date software and obsolete and broken equipment.
Bristol Inc., has provided a proposal that would address these deficiencies, provide on-going
maintenance.and would bring the telemetry system up to a more reliable and better documented
system. This proposed year long maintenance agreement,provides on-going maintenance for
Bristol equipment;.updates to software, replacement and repair of Bristol equipment, technical
support and provides a discounted labor rate for any additional services not under the scope of
the contract and will significantly improve the reliability and efficiency of the system. This
agreement is the beginning of an on-going maintenance and support program Utilities and IT are
G2-/
Telemetry Maintenance Contract Page 2
planning to establish to ensure the efficient and compliant operations of its facilities and
processes.
Later this year, Utilities will be bringing to Council a request for development of a telemetry
master plan to analyze and provide recommendations for the department's long range telemetry
needs. Because of the in-house development of the telemetry system and now its criticality to the
day to day operations of our water and sewer systems, staff would like a master plan analysis of
the entire existing system as a long range "roadmap" of how to improve, maintain and develop
the system for maximum effectiveness. The action recommended with this report is intended as
an interim solution until such a master plan can be completed.
Bristol Inc., specializes in process control and telemetry equipment and has been the sole provider
of the Utilities Department's telemetry equipment. Bristol, Inc. is very familiar with the City's
telemetry system and currently provides emergency and scheduled.installation and repair services. .
Few firms posses the expertise, experience and excellent service offered by Bristol:
CONCURRENCES
Information Technologies division has reviewed this report and concurs with the
recommendation.
FISCAL IMPACT
Total cost for this annual maintenance agreement is $62,600. Funding is currently available
within the respective funding sources as outlined in the following table. Water and Sewer
funding will come from available capital improvement project (CIP) funds and the Whale Rock
Reservoir funding is available in the completed projects CIP account.
Funding Sources Amount .Percentage
Water Sewer Whale Rock-Utilities 46 950 75%
Water Fund-50%* 23,475
Sewer Fund-40%* 18,780
Whale Rock Fund- 10%* 42695
General Fund 15,650 25%
Information Technology(100-2_530.0_-_7227) 15,650
Total 62,600 100%
*proportionate share of Utilities cost of$46,950
ALTERNATIVES
Issue an RFP for these maintenance services. This is not recommended. Bristol, Inc., has the
greatest knowledge of the City's telemetry system, is the sole provider of City telemetry
equipment and has provided telemetry maintenance and repair in the past. Staff believes their
CZ 2
I
Telemetry Maintenance Contract Page 3
proposal will provide telemetry system maintenance and repair in the most cost effective,
comprehensive and timely manner possible. As stated previously, Utilities will be preparing an
RFP for a more comprehensive "Master Plan"review of itstelemetry system later this year. The
requested services with this agreement are necessary to keep our current system operational.
ATTACHMENTS
1. Agreement
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Attachment 1
AGREEMENT
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THIS AGREEMENT is made and entered into 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 Bristol Inc.,hereinafter referred to as Contractor.
WITNESSETH:
WHEREAS,the City wants to Telemetry Maintenance Services.
WHEREAS, Contractor is qualified to perform this type of service and has submitted a proposal to do so
which has been accepted by City.
NOW THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter
contained,the parties hereto agree as follows:
1. TERM. The term of this Agreement shall be from the date this Agreement is made and entered,as
first written above,until acceptance or completion of said services.
2. CITY'S OBLIGATIONS. For providing services as specified in this Agreement, City will pay
and Contractor shall receive therefor compensation in a total sum not to exceed$62,600.
4. CONTRACTOR'S OBLIGATIONS. For and in consideration of the payments and agreements
hereinbefore mentioned to be made and performed by City, Contractor agrees with City to provide services as set
forth in Exhibit A attached hereto and incorporated into this Agreement. Contractor further agrees to the contract
performance terms as set forth in Exhibit B attached hereto and incorporated into this Agreement.
5. AMENDMENTS. Any amendment, modification or variation from the terms of this Agreement
shall be in writing and shall be effective only upon approval by the City Administrative Officer of the City.
6. COMPLETE AGREEMENT. This written Agreement, including all writings specifically
incorporated herein by reference, shall constitute the complete agreement between the parties hereto. No oral
agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of
any force or effect, nor shall any such oral agreement, understanding, or representation be binding upon the parties
hereto.
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Attachment I
Agreement Page 2
7. NOTICE. All written notices to the parties hereto shall be sent by United States mail, postage
prepaid by registered or certified mail addressed as follows:
City City Clerk
City of San Luis Obispo
990 Palm Street
San Luis Obispo,CA 93401
Contractor Bristol,Inc.
Attn:Ms.Cathi Bradley
1609 S.Grove Street Ave
Suite 106
Ontario,CA. 91761
8. AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant that each
individual executing this agreement on behalf of each party is a person duly authorized and empowered to execute
Agreements for such party.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year
first above written.
ATTEST: CITY OF SAN LUIS OBISPO,A Municipal Corporation
By:
City Clerk David F.Romero,Mayor
APPROVED AS TO FORM: CONTRACTOR
By:
7omey
Exhibit A
Page 1 ar 11
BRISTOL,INC.MAINTENANCE AGREEMENT
For.SAN LUIS OBISPO WATER REUSE,WATER DISTRIBUTION,WATER TREATMENT
PLANT&WASTEWATER COLLECTION SYVMM
This Maintenance Agreement (hereinafter referred to as °Agreement°) is by and between
BRISTOL,. INC.,'1100 Buckingham Street, Watertown, CT 08795 (hereinafter referred to as
"BRISTOL'}and the City of San Luls Obispo, (hereinafter referred to as"the CUSTOMER")and is
in accordance with the following terms and conditions.
1'. Scope
BRISTOL will provide services for the hardware in the attached Schedule "A" and Software
as described In the attached Schedule"8"as per the clauses within this Agreement
2. Scheduled Service
e. Scheduled service will be provided during the normal working hours of 8:00 A.M. to 5:00
p.M. local time, Monday through Friday, excluding BRISTOL's observed holidays as
described in Schedule V. The service provided will be based upon the specific needs of
the:system configumdon as mutually data
by BRISTOL end tit® CUSTOMER
Eight (8) visits per annum are.Included, each visit not to.exceed one man-day (with 8
man-hours per manday).
b. Service to be mutually scheduled.
3. Unscheduled Corrective Maintenance flu Hardware
e. Unscheduled corrective maintenance service,, for the hardware listed in Schedule"A°, is
included at no additional charge. This is limited to a maximum of nine (9) man-days per
annum, with each man-day being a maximum of 8 man-hours.or any portion thereof.
Unscheduled corrective maintenance services are available during the normal working
hours of 6:00 kM.to 5:00 P.M.local time, Monday through Friday(See Schedule C for
Bristol's observed holidlays),with a response time by the next business day(via chane or
on site)from notification by the CUSTOMER. Customer will be provided carffintration of
their call by Bristol no more than 30•minutes atter initial contact to show Bristol has
received the call. This confirmation will inducts. BRISTOL'S assigned Service Call
Tracking Number.
b. Emergency services pertommed at the CUSTOMER's request outside of normal working
hours shall be provided at BRISTOL'$then current premium rates,less the published rate
(See Schedule D for Bristol's published rates) for contract service 0 perfarrned during
normal working hours (If the contract service time is fully,utilized then such adjustment
does not apply).The CUSTOMER shall pay expenses and navel time in conjunction with
such emergency service provided outside of normal working hours.
c. During the term.of this Agreement, additional unscheduled maintenance services in
exoese of the limitations noted above are available to the CUSTOMER during normal
working hours at a discounted. rate of $135.00 per man-hour plus travel and lMhg
expenses at oost plus 10%.Travel time will be charged at$80.00 per man-hour.
art tol,Ina.IY ftnarm Aamwmrn 2007. San I uts Otrlapo
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Exhibit A
Raga 2 of 11
4. Application Support
BRISTOL will supply fiFhsen (15) additional days of applications services covering HMI,
database, programming, and hardware as required by the CUSTOMER. All services
rendered will be at the CUSTOMER's written request and the time will be documented within.
one week. Such documentation will include a description of the task and the time spent on
the task. Billing for additional support will be In compliance with Section 3.b. Application
Support services will be mutually scheduled.
b. Equipment ReplacementiRepair/Troublashooting
a. The terms of the attached warranty rider apply.The parts warranty coverage.defined .
below Is valid as long as the terms of the attached warranty rider are fully met
b. The CUSTOMER may ship the defective part to our Local Service Centeror to our
Watertown Repair,Facilities.All Instruments listed In Schedule"A°, returned for repair will
be restored to original mechanical and electrical operation specification at no charge.
a Unserviceable parts for equipment listed in Schedule"A"will be replaced by new parts,or
at BRISTOL's option,by parts equivalent to new in pertoranca. Such replacement parts
will be ftirnished as is, on an exchange basis. Parts that have been removed and
replaced become the property of BRISTOL. This Agreement does not cover expendable
supply items such as batteries, printer ribbons, paper, paper tape, magnetic tape and .
diskettes, and paint or refinishing of the subject equipment. If, In the joint opinion of
BRISTOL and the.CUSTOMER,any assembly not within warranty of this Agreement, and
still within Its operating performance specifications, is in need of factory reconditioning, an
estimate of such costs will be submitted to the CUSTOMER for approval and payment
d. it Is agreed that if BRISTOL is required to make replacements or repair's caused by
neglgerme or misuse of equipment; or by any other reason of any sort beyond cur direct
control, except ordinary weer and tear, BRISTOL reserves the right to charge the
CUSTOMER'for labor and material as required. These charges would be In accordance
with BRISTOL's current published price policy in effect when the work Is perfamred. This
Agreement does not cover or include planning, Installing, testing and documenting of
expanslons and modifications requested by the CUSTOMER, or maintenance services or
parts required to maintain accessories, attachments„ machines or devices not listed In
Schedule"A°.
e. For parts and/or software packages that are obsolete, the maintenance support will be on
a reasonable effort basis.All Software covered under this Agreement to Hated In Schedule
f. For equipment not manufactured by BRISTOL and listed in Schedule "A" (If any),
BRISTOL will provide diagnostic support services. Any repair and replacement of parts
manufactured by others will be under a separate contract between'the CUSTOMER and
the manufacturer.
g. Requests for BRISTOL to conduct safety tests, to Install new attachments or additional
third-party products, or to make replacements with equipment'of.a dlffesnt design,
regardless of reason,are not included under this Agreement
h. BRISTOL will trouble-shoot an InpuVoutput problems to the equipment listed In Schedule
W. If the problem is determined to be In equipment not covered under this Agreement,
BRISTOL will advise the CUSTOMER, and if requested, will coordinate the repair or
a y r11Q WrImmm Agreentmft 2007 Sm Lula abhpo
'A A/Q7 'ON ) )OOQ2A 101sliA wa00:71 1007 'FI '2nd
Exhibit A
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replacement of the equipment under a separate purchase order from the CUSTOMER,
subject to BRISTOL'a approval.
I. in the case where BRISTOL is required to replace hardware with a spare, CUSTOMER
shall make suppl ss, 110, lie The Rreliability ofITOL then working sparessas Is the responslblllty of res fbr the CPU's, the
CUSTOMER.
6. Testingworking Fad-Wes
BRISTOL will provide all necessary test equipment in order to perform maintenance services
to be provided under this Agreement, The CUSTOMER will furnish,for the use of BRISTOL'S
maintenance personnel, a working space containing suitable working facilities, storage
spew, adequate heat, liight, ventilation, electric power and outlets for testing purposes.
BRISTOL shall have full and tree access to the, equipment in order to provide the
maintenance services under this Agreement. The CUSTOMER will abide by OSHA
regulations with respect to confined space aocm.
T. Term
The term of this Agreement shall be for Melva(12)months from the commencement date set
forth in section 9 herein. Thereafter, this Agreement can be renewed through BRISTOL on
an annual basis, Such renewals must be in place 30 days pnor to expiration date of this.
Agreement to ensure continuous maintenance support without lapse.
8. Termination .
a. In the event that the CUSTOMER's equipment or software is altered, modified,changed,
or, if any equipment Is added or deleted, or moved within the premises, this Agreement
may be modified at BRISTOL's option; if,at any time,any such changes or allachments
create a safety hazard; or Interfere with the normal and satisfaotory operation or
malnbenance of the equipment� oin
BRIS OLy, upon wftn promptly to
corrected CUSTOMER,the atthe
require that such safety
CUSTOMER's expense. BRISTOUs continued maintenance of the equipment, which
has been changed or, to which attachments have been made, does not constitute an
approval of the rdrange or attaohmentand at BRISTOL'S option that equipment may be
removed from the equ4nnent listed In Schedule
BddaL Ine.Mel Wsnoo Aameffu t 2007 Sen WB Obispo Zia
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Exhibit A
PBge 4 or 11
9. Fees/Payment Terris
a. This Agreement shall commence on the forst day of the monthfttr the slanaturedata at
a total rite of SM 559.00 due and payable In full at the commencement of this
Agreement
b. Unless otherwise Indicated herein, payment for any BRISTOL invoice is due within 30
days from the daft of such invoice.
10.Taxes
Unless otherwise expressly agreed, the BRISTOL prices stated herein do not Include any
salse, gross receipts, use,value added, excise, personal property or any other similar tax or
duty whatsoever. The amount of any such taxes which are payable, In accordance with the
provisions of any statute or rules, regulations or decision of any taxing authority, shall be paid
by the CUSTOMER.
11. Fame Majeure
BRISTOL INC. shag not be liable to the CUSTOMER for any delay, damages or failure to
perform any obligation hereunder due to any force majaure or other causes beyond the
reasonable control of BRISTOL Delays or failure to perform due to the above causes shag
not be deemed to be.a breach hereunder.
1L Limitation of Liabllity
BRISTOL shin riot be stable for damages caused by delay in performance. BRISTOVe liability
with respect to any claim or damage whatsoever arising out of or related to the subject matter .
hereof shall In no event exceed in the aggregate the annual rate stated herein.In no event shag
BRISTOL,Its agents,employees,subcontractors and suppliers be liable for consequential,
indtre4 punitive,special or other similar damages arising out of the sub1ect matter hereof. The
temr'consequertlal damages"includes,but is not Muted to,loss of profit,revenue,.business,
use,or data and costs Incurred lnduding without Umltation,for capital,fuel and power,and claims
of the CUt3T6MEWs cuetomars.NobNithstanding the foregoing,these Limitations of Liability shag
have no force or effect with respect to acdans brought directly by a third party against BRISTOL to
the WdW t of any contributory negligence of BMSTOL
13. Governing Law
This Agrttment shall be governed by the laws of the State of California.
atlatct fila Maintenance Agmeme. 2W San We Obispo
r I oIn7 •nu vnnnnpa rniciia 1A1J1n•71 /nni T1 Rnw
-- --. Exhibit A
Page 6 of 11
14.Entire Agreement
This Agreement, including any attachments and referenced documents, is the entire
Agreement between BRISTOL and the CUSTOMER. Any prior or contemporaneous
agreements, promises, negotiations or representations.not expressly sued herein are of no
force and effect. Any changes to this Agreement shall be in writing and signed by BRISTOL
and the CUSTOMER.
18. Headings
Section headings are included for convenience and are not intended to be a kill and accurate
description of the contents hereof.
MO.Inc.Ntatrdsnaeae Agreement 2W7 ser+Luis Ob*x
n
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Exhibit A
Papa o of 19
SCHDUEW
NO WIN We4er B2M,Water DletffiLd on Water Treatment Plant 8
A..
rar ']b�D4
�(�ter Calleeilon 8vstem
EQUIPMENT for 1NA2EB B CLAMATION
List of Hardware
Manafamrer Descrl tion.
oty—
BRISTOL 330 REDUNDANT 2
BRISTOL 330 10
BRISTOL 305 0
BRISTOL 03331 0
BRISTOL IN 389510-01-7 0
EQUIPMENT for WATER DISTRL81lTm
List of Hardware
Oty
Manufacturer Desc tion
BRISTOL 330 REDUNDANT 0
BRISTOL 330 4
BRISTOL 305 2
BRISTOL 03331 0
BRISTOL M 389510-01- 0
EQUIPMENT foWE.RQC
Liet of Hardware
Desai tionoty
BRISTOL 3330 REDUNDANT 0
BRISTOL 330 . 4
BRISTOL 30$ 0
BRISTOL 03331 0
BRISTOL IB IN 389510-01- 0
adatol,Inc.Mahrtenance Agreement 2c07 Ban Lula Obispo
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- Exhibit A
Page 7 of 11
EQUIENKE for WATER TBMENT PLANT
Lk of Hardware
Manufacturer Description Qty
BRISTOL 3330 REDUNDANT 0
BRISTOL 3330 14
BRISTOL 336 0
BRISTOL R103331 17
BRISTOL /N 389510-01• 16
EQUIPMEMf for WATER COLLECTION
List of Hardware
Manufaftrer D onMY
BRISTOL 3330 REDUNDANT 1
BRISTOL 3330 0
BRISTOL 3305 10
BRISTOL R103331 0
BRISTOL NIB /N 389510-01• 0
8r�tol,Inc iNaintenance Apmmnent 2007 San Luis Mop
A A I A7 •n u - v o A n A"n i n I e i i n w i I A-7 1 1 A A 7 -f l •g n u
J Exhibit A
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SCMEDULE d&Bn
Egr San Luis 061soo Nor Reuse&.Water 9911091108 AMMOm FAWHIM.
�QFiWARE for WATFg RE66MIAA•I.10N
L1st of Software
Manal3sdurer Desert tion
BRISTOL OpcASI Network Ed 1
BRISTOL CCOL Workbench ]
BRISTOL 6pc Server
SOFTWARE for WATER COLLECTION
List of Software
Manufacturer Ducription Qty
BRISTOL OpenBSI Network Ed 3
BRISTOL ACCOL Workbench 3
BRIS'T'OL 16PC Server t
Bristol.Ire.Mlew"nes Agreement 2007 San Luta GbIW
c 0107 '061 vinloPA inisiia uu7n'71 1nn7 'r1 •A nu
- Exhibit A
Rage 9 cf 11
SCHEDULE"C"
For. San Lula Obispo Vftf.Reuse A Wafer 201WIRD AIGUM FacllWas
Bristol Inc.'s Observed Holidays
NOTICE
UBT010 BABC=INC-
2007 HOLIDAYaCHEDULE
New Year'a Day,2W7 January i,2007 MOWRY -
Goaa FMdey April 6,2007 rrldny .
. Memorial Dry May Am Malay .
IndepeodmarURI, JOIy4,2007 wedemdq
labor pp Bapmmbar 3,2007 Monday
Thanlmgh<ngDoy NnvombarJ2,3007 Thanday
Day AlkrThenk*&g Norambar 242007
Chrhtmu9" Damlbrr242W7 Manley
Chmm=Day 0member25,2007 Tmaday . . - .
FlaBna Holiday . Empteyee'a lurlhday "_rm nom balm
FfoaftFdidq'Uton4nloim) Dmmbor31,2W7 _ malft +Bmaukbow .
8butdown
New YeanDay 2m January I,2003 "ad" -
O t ol,In Maintenance AgreemeM 2W7 San Luis Obispo C2 y�T
Exhibit A
Pepe 10 o 11
SCHEDULE"D"
For San Luja ObIspo WaftrAsuseFa Odes
Service Rate Schedule
O®terel Polity - Page 6
_ Remote Auto WW BtA CM-BA>ntl . Ca 21.2=
1100 SuOMnOW Street
Wete wm,CT 08725 .
SERVICE RATE SCHEDULE
DENUM SERVICE
ARAAC LABOR 61161 HR
(PC 074). TRAVEL 6 531 HR
MILEAGE $0.531 MILE
- E%PEN$FB COST,PLUS 10% -
UWAL LABOR 61761 HR
(PG 674) TRAVEL I al I HR
MILEAGE 6 0.831 MILE
WENSM Cm.PLUS 10%
COMTRW SYMIN e
En6lnoedttp,Enp nmuln6 Mwl u0.PMMMIn6,Moo Mtmepffm t 61701 HR
(PC 660)
Dmmq,Teemloo n,(ete6At6 arae teatlrt6 entVai aeeem6ly)
TRAVEL 881) 6 601 HR ..
MILEAGE S 0.93/MILE
a1lWsu674L7T0*M04oRGJ=UT10Nwm+art NOTM PmX=1NU'U. I�ru9.elmmL mte
EllfstDl,Inc.Meirro/nena Apremnalt 2147 Sen lul6 Gblapo
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Exhibit A
Page 11 of 11
WARRANTY POLICY RIDER
Customer Reference Name/Number: City of San Luis Obispo
SCOPE and PROCEDURES:
I The scope of the wanenty coverage is limited to addressing the defects in materials or
workmanship which surface under normal operating conditions,as within the range of
approved equipment design and performance characteristics,and normal operational usage of
the system as supplied,while observing the required maintenance and operational procedures,
2 Damages caused by the electrical storms,fire,flood,earthquake,windstorms,or similar
abnormal weather conditions and/or act-of-god are not covered under the warranty scope.
3 Damages caused by vandalism,accidents or improper handling,misuse or abuse of the
system or its components are not covered under the warranty scope.
4 Problems manifested due to unauthorized modifications,addition or change in application
to/of the system and its components are not covered under the.warranly scope.
5 Software and related items such as lack of procedural security failures,virus related
problems,unqualified file deletions or modifications,or lack of proper observance of system
backup file maintenance is not covered under the warranty scope,
6 If a component is identified to malfunction during the warranty period,then a RA Number
(Repair Authorization Number)and return address of the nearest Factory_Diagnostic and
Repair Center suitable for the component in question will be issued.The defective component
will be shipped to the designated Factory Diagnostic and Repair Center along with the
required commercial documentation(to be able to re-import within the country without
additional dirty or taxes).Based on the factory diagnostic evaluation results,BRISTOL will
provide a repair or replacement on
for the component in question without cost as long as
the component did notsuffer damages due to out-of-warranty scope conditions.
7 Any cost generated due to reasons beyond the scope of the contract warranty coverage in
supporting the system and its components will regalis to be addressed and compensated
outside the scope of the current contractual warranty obligations BRISTOL will im�oiee for
services and expenses beyond the contract warranty coverage using its am current pricing
policy.Payments for such invoices shall be made within thirty days of rendering of such
services and expenses.
8 Materials and/or services required for system routine maintenance,system changes and
additional training am not part of the scope of the warranty service.
9 Materials and/or services required dire to actual environmental or process conditions beyond
the specifications of the equipment performance capabilities are not part of the warranty
Scope. .
10 BRISTOL warratits;that goods repaired by it pursuant to this Agreement are free from defects
in material and wmia nanship for a period extending to the end of the term of this Agreement
or for 90 days from the date of delivery of repaired goods,whichever is longer.
THE WARRANTIES STATED HEREIN SHALL BE THE ONLY WARRANTIES WITH RESPECT
TO THE SUBJECT MATTER HEREOF .AND SHALL BE IN LIEU OF ALL .OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FORA PARTICULAR PURPOSE.
afl o4 I=Maintww ca AOeernant 2007 San Lute obhw
Exhibit B
Exhibit B:Contract Performance Terms Page B-1
Exhibit B
CONTRACT PERFORMANCE TERMS
ka�..i .i.'�{,,�.. s^' ._< < ;l PJ.•. S'f.W�i f�.. < P miy �+. l., .a�r'� {.s ..y 2 d t _W
1. Business Tax. Contractor must have a valid City of San Luis Obispo business tax certificate
prior to execution of the contract. Additional information regarding the City's business tax
program may be obtained by calling(805) 781-7134.
2. Ability to Perform. Contractor warrants that it possesses, or has arranged through subcontracts,
all capital and other equipment, labor, materials; and licenses necessary to carry out and
complete the work hereunder in compliance with any and all federal, state, county, city, and
special district laws, ordinances, and regulations.
3. Laws to be Observed. Contractor shall keep itself fully informed of and shall observe and
comply with all applicable state and federal laws and county and City of San Luis Obispo
ordinances, regulations and adopted codes during its performance of the work.
4. Payment of Taxes. The contract prices shall include full compensation for all taxes that
Contractor is required to pay.
5. Permits and Licenses. Contractor shall procure all permits and licenses, pay all charges and
fees, and give all notices necessary.
6. Safety Provisions. Contractor shall conform to the rules and regulations pertaining to safety
established by OSHA and the California Division of Industrial Safety.
7. Public and Employee Safety. Whenever Contractor's operations create a condition hazardous to
the public or City employees, it shall, at its expense and without cost to the City, furnish, erect
and maintain such fences, temporary railings, barricades; lights, signs and other devices and take
such other protective measures as are necessary to prevent accidents or damage or injury to the
public and employees. .
8. Preservation of City Property. Contractor shall provide and install suitable safeguards,
approved by the City, to protect City property from injury or damage. If City property is injured
or damaged as a result of Contractor's operations; it shall be replaced or restored at Contractor's
expense. The facilities shall be replaced or restored to a condition as good as when the
Contractor began work.
9. Immigration Act of 1986. Contractor warrants on behalf of itself and all sub-contractors
engaged for the performance of this work that only persons authorized to work in the United
States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws
shall be employed in the performance of the work hereunder.
10. Contractor Non-Discrimination. In the performance of this work, Contractor agrees that it will
not engage in, nor permit such sub-contractors as it may employ, to engage in discrimination in
employment of persons because of age, race, color, sex, national origin or ancestry, sexual
orientation,or religion of such persons.
CZ�7
Exhibit B
Exhibit B:Contract Performance Terms Page B-2
11. Work Delays. Should Contractor be obstructed or delayed in the work required to be done
hereunder by changes in the work or by any default, act, or omission of the City, or by strikes,
fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or
labor due to federal government restrictions arising out of defense or war programs, then the time
of completion may, at the City's sole option, be extended for such periods as may be agreed upon
by the City and the Contractor.
12. Payment Terms. The City's payment terms are 30 days from the receipt of an original invoice
and acceptance by the City of the services provided by Contractor(Net 30).
13. Inspection. Contractor shall furnish City with every reasonable opportunity for City to ascertain
that the services of Contractor are being performed in accordance with the requirements and
intentions of this contract. All work done and all materials fiirnished, if any, shall be subject to
the City's inspection and approval. The inspection of such work shall not relieve Contractor of
any of its obligations to fulfill its contract requirements.
14. Audit. The City shall have the option of inspecting and/or auditing all records and other written
materials used by Contractor in preparing its invoices to City as a condition precedent to any
payment to Contractor..
15. Interests of Contractor. Contractor covenants that it presently has no interest, and shall not
acquire any interest direct or indirect or otherwise,which would conflict in any manner or degree
with the performance of the work hereunder. Contractor further covenants that, in the
performance of this work, no sub-contractor or person having such an interest shall be employed.
Contractor certifies that no one who has or will have any financial interest in performing this
work is an officer or employee of the City. It is hereby expressly agreed that, in the performance
of the work hereunder, Contractor shall at all times be deemed an independent contractor and not
an agent or employee of the City.
16. Hold Harmless and Indemnification. Contractor agrees to defend, indemnify, protect and
hold the. City and its agents, officers and employees harmless from and against any and all
claims asserted or liability established for damages or injuries to any person or property,
including injury to Contractor's employees, agents or officers which arise from or are
connected with or are caused or claimed to be caused by the acts or omissions of Contractor,
and its agents, officers or employees, in performing the work or services herein, and all
expenses of investigating and defending against same;provided, however, that Contractor's
duty to indemnify and hold harmless shall not include any claims or liability arising from the
established sole negligence or willful misconduct of the City, its agents,officers or employees.
17. Contract Assignment. Contractor shall not assign, transfer, convey or otherwise dispose of the
contract, or its right, title or interest, or its power to execute such a contract to any individual or
business entity of any kind without the previous written consent of the City.
18. Termination. If, during the term of the contract, the City determines that Contractor is not
faithfully abiding by any term or.condition contained herein, the City may notify Contractor in
writing of such defect or failure to perform; which notice must give Contractor a 10 (ten)
calendar day notice of time thereafter in which to perform said work or cure the deficiency.
�z-ice
Exhibit B
Exhibit.&Contract Performance Terms Page B-3
If Contractor has not performed the work or cured the deficiency within the ten days specified in
the notice, such shall constitute a breach of the contract and the City may terminate the contract
immediately by written notice to Contractor to said effect. Thereafter, neither party shall have
any further duties, obligations, responsibilities or rights under the contract.
In said event, Contractor shall be entitled to the reasonable value of its services performed from
the .beginning date in which the breach occurs up to the day it received the City's Notice of
Termination, minus any offset from such payment representing the City's damages from such
breach. "Reasonable value" includes fees or charges for goods or services as of the last
milestone or task satisfactorily delivered or completed by Contractor as may be set forth in the
Agreement payment schedule; compensation for any other work, services or goods performed or
provided by Contractor shall be based solely on the City's assessment of the value of the work-in-
progress in completing the overall workscope.
The City reserves the right to delay any such payment until completion or confirmed
abandonment of the project, as may be determined in the City's sole discretion, so as to permit a
full and complete accounting of costs. In no event, however, shall Contractor be entitled to
receive in excess of the compensation quoted in its proposal.
19. Ownership of Materials. All original drawings, plan documents and other materials prepared
by or in possession of Contractor as part of the work or services under these specifications shall
become the permanent property of the City, and shall be delivered to the City upon demand.
20. Release of Reports and Information. Any reports, information, data, or other material given
to, prepared by or assembled by Contractor as part of the work or services under these
specifications shall be the property of City, and shall not be made available to any individual or
organization by Contractor without the prior written approval of the City.
21. Copies of Reports and Information.. If the City requests additional copies of reports, drawings,
specifications, or any other material in addition to what Contractor is required to furnish in
limited quantities as part of the work or services under these specifications, Contractor shall
provide such additional copies as are requested, and City shall compensate Contractor for the
costs of duplicating of such copies at the Contractor's direct expense.
22. Attendance at Meetings and Hearings. Contractor shall attend as many "working" meetings
with staff as necessary in performing workscope tasks.
23. Insurance. Contractor shall procure and maintain for the duration of the contract insurance
against claims for injuries to persons or damages to property that may arise from or in connection
with the performance of the work hereunder by Contractor, its agents,representatives, employees
or sub-contractors.
a. Minimum scope of insurance. Coverage shall be at least as broad as:
• Insurance Services Office Commercial General Liability coverage (occurrence
form CG 0001).
• Insurance Services Office form number CA 0001 (Ed. 1/87) covering
Automobile Liability; code I (any auto).
CZ�f'
Exhibit B
Exhibit B:Contract-Performance Terms Page B-4
• Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
• Errors and Omissions Liability insurance as appropriate to Contractor's
profession.
b. Minimum limits of insurance. Contractor shall maintain limits no less than:
• General Liability: $1,000,000 per occurrence for bodily injury, personal injury
and property damage. If Commercial General Liability or other form with a
general aggregate limit is used, either the general aggregate limit shall apply
separately to this project/location or the general aggregate limit shall be twice
the required occurrence limit.
• Automobile Liability: $1,000,000 per accident for bodily injury and property
damage.
• Employer's Liability: $1,000,000 per accident for bodily injury or disease.
• Errors and Omissions Liability: $1,000,000 per occurrence.
C. Deductibles and self-insured retentions. Any deductibles or self-insured retentions
must be declared to and approved by the City. At the option of the City, either: the
insurer shall reduce or eliminate such deductibles or self-insured retentions as respects
the City, its officers, officials, employees and volunteers; or Contractor shall procure a
bond guaranteeing payment of losses and related investigations, claim administration and
defense expenses.
d. Other insurance provisions. The general liability and automobile liability policies are to
contain, or be endorsed to contain, the following provisions:
• The City, its officers, officials, employees, agents and volunteers are to be
covered as insureds as respects: liability arising out of activities performed by or
on behalf of Contractor; products and completed operations. of Contractor;
premises owned, occupied or used by Contractor; or automobiles owned, leased,
hired or borrowed by Contractor. The coverage shall contain no special
limitations,on the scope of protection afforded to the City, its officers, official,
employees,agents or volunteers.
• For any claims related to this project, Contractor's insurance coverage shall be
primary insurance as respects the City, its officers, officials, employees, agents
and volunteers. Any insurance or self-insurance maintained by the City, its
officers, officials, employees,agents or volunteers shall be excess of Contractor's
insurance and shall not contribute with it.
• Any failure to comply with reporting or other provisions of the policies including
breaches of warranties shall not affect coverage provided to the City, its officers,
officials, employees,agents or volunteers. .
• Contractor's insurance shall apply separately to each.insured against whom claim
is made or suit is brought, except with respect to the limits of the insurer's
liability.
• Each insurance policy required by this clause shall be endorsed to state that
coverage shall not be suspended, voided, canceled by either party, reduced in
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C
Exhibit B
Exhibit B:Contract Performance Terms Page B-5
coverage or in limits except after thirty (30) days' prior written notice by
certified mail,return receipt requested,has been given to the City.
e. Acceptability of insurers. Insurance is to be placed with insurers with a current A.M.
Best's rating of no less than ANLL
f. Verification of coverage. Contractor shall furnish the City with a certificate of
insurance showing maintenance of the required insurance coverage. Original
endorsements effecting general liability and automobile liability coverage required by
this clause must also be provided. The endorsements are to be signed by a person
authorized by that insurer to bind coverage on its behalf. All endorsements are to be
received and approved by the City before.work commences.
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