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HomeMy WebLinkAbout11/09/2010, C3 - TELEMETRY MAINTENANCE CONTRACT council Mting D� 11-9-10 j agenda RepoRt 1� C3 CITY O F SAN LUIS O B I S P O FROM: Mary Bradley, Director of Finance & Information Technology Steve Schmidt, Information Technology Manager SUBJECT: TELEMETRY MAINTENANCE CONTRACT RECOMMENDATION Approve agreement with Remote Automation Solutions Inc, for a two-year telemetry system maintenance services contract in the amount of$61,620.00, and authorize the mayor to execute agreement. DISCUSSION Background The Utilities Department utilizes a complex computerized control and monitoring system referred to as "telemetry" to operate and monitor water and wastewater processes throughout the treatment plants, water supply, water distribution and wastewater collection systems. Telemetry is used to control the pumping for water distribution and supply, control of sewage pumps in the wastewater collection system and numerous, complicated processes at the Water Treatment Plant (WTP) and Water Reclamation Facility(WRF). The system was installed by City staff beginning in the late 1980's utilizing Bristol Babcock equipment, and has grown into a mission critical, department wide system that every section in the Utilities Department utilize and depend upon for efficient and compliant operation of our complex systems. Responsibility for the operations and maintenance of the telemetry system has fallen largely to the individual sections, with support from the Information Technology (IT) division of the Finance & IT Department. In August of 2007, Council approved a one-year maintenance contract with Remote Automation Solutions Inc., which was extended to the following two year period. This proposed two-year maintenance agreement provides on-going maintenance for all Bristol Babcock 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. This agreement continues an on-going maintenance and support program that will ensure the efficient and compliant operations of the City's facilities and processes. Later this year, the Utilities Department will be presenting to Council a request for proposals to begin the process of upgrading the City's aging telemetry systems. This will be a phased project, which will begin next year. Phase one of the project will include upgrading the Water Distribution and Whale Rock reservoir telemetry systems. Remote Automations Solutions Inc. specializes in process control and telemetry equipment, and has been the sole provider of the Utilities Department's telemetry equipment for many years. As CM Telemetry Maintenance Contract Page 2 such, Remote Automation 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 Remote Automation Solutions. CONCURRENCES Utilities department staff has reviewed this report and concurs with the recommendation. FISCAL IMPACT Total cost for this two-year maintenance agreement is $61,620.00. Funding is currently programmed and available in the Information Technology contract services operating budget.. Operating costs associated with Utilities telemetry services are directly charged to the water, sewer and Whale Rock funds through the 2009-11 cost allocation plan. ALTERNATIVES Issue an RFP for maintenance services. This is not recommended. Remote Automation Solutions 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 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 to begin upgrading the City's telemetry systems later this year. The requested services with this agreement are necessary to keep our current system operational. ATTACHMENTS I. Proposal—Exhibit A 2. Agreement s. Contract Performance Terms— Exhibit B f -;rp, ( ._t3. �- V 4 ".+„i,.w��.'µ '.c FI-Y.. , �• �N. ...y. +u x t TACouncil Agenda ReportMinance&IT CAR\IT\2010 C3-2 ATTACHMENT 1 Page 1 of 10 REMOTE AUTOMATION SOLUTIONS MAINTENANCE AGREEMENT For SAN LUIS OBISPO WATER REUSE,WATER DISTRIBUTION,WATER TREATMENT PLANT&WASTEWATER COLLECTION SYSTEM This Maintenance Agreement (hereinafter referred to as "Agreement") is by and between REMOTE AUTOMATION SOLUTIONS, 1100 Buckingham Street, Watertown, CT 06795 (hereinafter referred to as "REMOTE AUTOMATION SOLUTIONS") and the City of San Luis Obispo, (hereinafter referred to as "the CUSTOMER") and is in accordance with the following terms and conditions. 1. Scope REMOTE AUTOMATION SOLUTIONS will provide services for the hardware in the attached Schedule "A" and Software as described in the attached Schedule "B" as per the clauses within this Agreement. 2. Unscheduled Corrective Maintenance for Hardware a. Unscheduled corrective maintenance service, for the hardware listed in Schedule "A", is included at no additional charge as described in this Section 2.a. This is limited to a maximum of five (5) 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 8:00 A.M. to 5:00 P.M. local time, Monday through Friday (See Schedule C for Remote Automation Solutions' observed holidays), with a response time by the next business day(via phone or on site) from notification by the CUSTOMER. Customer will be provided confirmation of their call by Remote Automation Solutions no more than 30-minutes after initial contact to show Remote Automation Solutions has received the call. This confirmation will include REMOTE AUTOMATION SOLUTIONS' assigned Service Call Tracking Number. b. Emergency services performed at the CUSTOMER's request outside of normal working hours shall be provided at REMOTE AUTOMATION SOLUTIONS then current premium rates, less the published rate (See Schedule D for Remote Automation Solutions' published rates) for contract service if performed during normal working hours (If the contract service time is fully utilized then such adjustment does not apply). The CUSTOMER shall pay expenses and travel 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 excess 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 living expenses at cost plus 10%. Travel time will be charged at$80.00 per man-hour. 3. Application Support If requested by CUSTOMER, REMOTE AUTOMATION SOLUTIONS will supply applications services related to the HMI, database, programming, and/or hardware, subject to an additional fee. All services rendered will be at the Customers'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 this additional support will be in compliance with Section 2.c. Application Support services will be mutually agreed and scheduled. Remote Automation Solutions Maintenance Agreement 2010 City of San Luis Obispo C3-3 ATTACHMENT,I .. Paget of 10 4. Equipment Replacement/Repair/Troubleshooting a. The terms of the attached Warranty Policy Rider apply. The parts warranty coverage defined below is valid as long as the terms of the attached Warranty Policy Rider are fully met. b. The CUSTOMER may ship the defective part to our Local Service Center or 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. c. Unserviceable parts for equipment listed in Schedule "A" will be replaced by new parts, or at REMOTE AUTOMATION SOLUTIONS' option, by parts equivalent to new in performance. Such replacement parts will be furnished as is, on an exchange basis. Parts that have been removed and replaced become the property of REMOTE AUTOMATION SOLUTIONS. 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 REMOTE AUTOMATION SOLUTIONS 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 REMOTE AUTOMATION SOLUTIONS is required to make replacements or repairs caused by negligence or misuse of equipment, or by any other reason of any sort beyond our direct control, except ordinary wear and tear, REMOTE AUTOMATION SOLUTIONS reserves the right to charge the CUSTOMER for labor and material as required. These charges would be in accordance with REMOTE AUTOMATION SOLUTIONS' current published price policy in effect when the work is performed. This Agreement does not cover or include planning, installing, testing and documenting of expansions 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 is listed in Schedule W. f. For equipment not manufactured by REMOTE AUTOMATION SOLUTIONS and listed in Schedule "A" (if any), REMOTE AUTOMATION SOLUTIONS 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 REMOTE AUTOMATION SOLUTIONS to conduct safety tests, to install new attachments or additional third-party products, or to make replacements with equipment of a different design, regardless of reason, are not included under this Agreement. h. REMOTE AUTOMATION SOLUTIONS will trouble-shoot all input/output problems to the equipment listed in Schedule "A". If the problem is determined to be in equipment not covered under this Agreement, REMOTE AUTOMATION SOLUTIONS will advise the CUSTOMER, and if requested, will coordinate the repair or replacement of the equipment under a separate purchase order from the CUSTOMER, subject to REMOTE AUTOMATION SOLUTIONS' approval. i. In the case where REMOTE AUTOMATION SOLUTIONS is required to replace hardware with a spare, CUSTOMER shall make available to REMOTE AUTOMATION Remote Automation Solutions Maintenance Agreement 2010 City of San Luis Obispo C3-4 ATTACHMENT 1 Page 3 of 10 SOLUTIONS the necessary working spares for the CPU's, power supplies, 1/0, etc. The reliability of working spares is the responsibility of the CUSTOMER. S. Testing/Working Facilities REMOTE AUTOMATION SOLUTIONS 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 REMOTE AUTOMATION SOLUTIONS maintenance personnel, a working space containing suitable working facilities, storage space, adequate heat, light, ventilation, electric power and outlets for testing purposes. REMOTE AUTOMATION SOLUTIONS shall have full and free 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 access. 6. Term The term of this Agreement shall be for twenty-four (24) months from the commencement date set forth in section 8herein. Thereafter, this Agreement can be renewed through REMOTE AUTOMATION SOLUTIONS. Such renewals must be in place 30 days prior to expiration date of this Agreement to ensure continuous maintenance support without lapse. 7. 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 REMOTE AUTOMATION SOLUTIONS' option. If, at any time, any such changes or attachments create a safety hazard, or interfere with the normal and satisfactory operation or maintenance of the equipment, REMOTE AUTOMATION SOLUTIONS may, upon written notice to the CUSTOMER, require that such safety hazard or interference be promptly corrected at the CUSTOMERS expense. REMOTE AUTOMATION SOLUTIONS' continued maintenance of the equipment, which has been changed or, to which attachments have been made, does not constitute an approval of the change or attachment and at REMOTE AUTOMATION SOLUTIONS' option that equipment may be removed from the equipment listed in Schedule"A". 8. Fees/Payment Terns a. This Agreement shall commence on September 1. 2010 at a total price of $61,620.00 due and payable in full at the commencement of this Agreement. b. Unless otherwise indicated herein, payment for any REMOTE AUTOMATION SOLUTIONS invoice is due within 30 days from the date of such invoice. 9. Taxes Unless otherwise expressly agreed, the REMOTE AUTOMATION SOLUTIONS prices stated herein do not include any sales, 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. 10. Force Majeure REMOTE AUTOMATION SOLUTIONS shall not be liable to the CUSTOMER for any delay, damages or failure to perform any obligation hereunder due to any force majeure or other Remote Automation Solutions Maintenance Agreement 2010 City of San Luis Obispo C3-5 Page 4 of 10 causes beyond the reasonable control of REMOTE AUTOMATION SOLUTIONS. Delays or failure to perforin due to the above causes shall not be deemed to be a breach hereunder. 11. Limitation of Liability REMOTE AUTOMATION SOLUTIONS shall not be liable for damages caused by delay in performance. REMOTE AUTOMATION SOLUTIONS' 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 total price stated in section S herein. In no event shall REMOTE AUTOMATION SOLUTIONS, its agents, employees, subcontractors and suppliers be liable for consequential, indirect, punitive, special or other similar damages arising out of the subject matter hereof. The term "consequential damages includes, but is not limited to, loss of profit, revenue, business, use, or data, and costs incurred including without limitation for capital,fuel and power, and claims of the CUSTOMERS customers. Notwithstanding the foregoing,these Limitations of Liability shall have no force or effect with respect to actions brought directly by a third party against REMOTE AUTOMATION SOLUTIONS to the extent of any contributory negligence of REMOTE AUTOMATION SOLUTIONS. 12. Governing Law This Agreement shall be governed by the laws of the State of California. 13. Entire Agreement This Agreement, including any attachments and referenced documents, is the entire Agreement between REMOTE AUTOMATION SOLUTIONS and the CUSTOMER. Any prior or contemporaneous agreements, promises, negotiations or representations riot expressly stated herein are of no force and effect. Any changes to this Agreement shall be in writing and signed by REMOTE AUTOMATION SOLUTIONS and the CUSTOMER. 14. Headings Section headings are included for convenience and are not intended to be a full and accurate description of the contents hereof. Remote Automation Solutions Maintenance Agreement 2010 City or San Luis Obispo C3-6 , ATTACHMENT 1 Page 5 of 10 SCHEDULE "A" For: San Luis Obispo Water Reuse,Water Distribution,Water Treatment Plant& Wastewater Collection System EQUIPMENT for WATER RECLAMATION List of Hardware Manufacturer Description Qty REMOTE AUTOMATION SOLUTIONS 3330 10 REMOTE AUTOMATION SOLUTIONS ControlWave Redundant 2 REMOTE AUTOMATION SOLUTIONS ControlWave PAC 8 Slot Chassis 2 REMOTE AUTOMATION SOLUTIONS ControlWave PACS stem Controller 2 REMOTE AUTOMATION SOLUTIONS ControlWave PAC CPU w/Ethernet 2 REMOTE AUTOMATION SOLUTIONS ControlWave UO Board 12 REMOTE AUTOMATION SOLUTIONS ControlWave Micro 4 Slot Chassis 1 REMOTE AUTOMATION SOLUTIONS ControlWave Micro System Controller 1 REMOTE AUTOMATION SOLUTIONS ControlWave Micro Ethernet CPU 1 REMOTE AUTOMATION ControlWave Micro Mixed UO 6 DI/O,4 AI,2 SOLUTIONS HSC, 1 AO,with LED's 1 REMOTE AUTOMATION Internal 120VAC to 24VDC Power Supply with SOLUTIONS 7AH backup1 EQUIPMENT for WATER DISTRIBUTION List of Hardware Manufacturer Description Qty REMOTE AUTOMATION SOLUTIONS 3330 4 REMOTE AUTOMATION SOLUTIONS 3305 2 REMOTE AUTOMATION SOLUTIONS ControlWave Micro 3 Slot Chassis 1 REMOTE AUTOMATION SOLUTIONS ControlWave Micro System Controller I REMOTE AUTOMATION SOLUTIONS ControlWave Micro 33Mhz CPU 1 REMOTE AUTOMATION ControlWave Micro Mixed UO Board SOLUTIONS 12 DI.4 DO 1 Remote Automation Solutions Maintenance Agreement 2010 City of San Luis Obispo C3-7 ATTACHMENT 1 Page 6 of 10 EQUIPMENT for WHALE ROCK List of Hardware Manufacturer _. .- Description Qty REMOTE AUTOMATION SOLUTIONS 3330 4 EQUIPMENT for WATER TREATMENT PLANT List of Hardware Manufacturer Description Qty REMOTE AUTOMATION SOLUTIONS 3330 14 REMOTE AUTOMATION SOLUTIONS IRIO3331 17 REMOTE AUTOMATION SOLUTIONS IB P/N 389510-01-7 16 EQUIPMENT for WASTEWATER COLLECTION List of Hardware Manufacturer Description Qty REMOTE AUTOMATION SOLUTIONS 3330 REDUNDANT 1 REMOTE AUTOMATION SOLUTIONS 3305 10 REMOTE AUTOMATION SOLUTIONS ControlWave Micro 8 Slot Chassis I REMOTE AUTOMATION SOLUTIONS ControlWave Micro System Controller 1 REMOTE AUTOMATION SOLUTIONS ControlWave Micro CPU w/Ethemet I REMOTE AUTOMATION ControlWave Micro Keypad Display 4 line x 20 SOLUTIONS Character I REMOTE AUTOMATION ControlWave Micro 16pt DI Remote SOLUTIONS Termination Card 1 REMOTE AUTOMATION SOLUTIONS ControlWave Micro l6pt DO Remote Term Card 1 REMOTE AUTOMATION SOLUTIONS ControlWave Micro 4 t AO Remote Term Card 1 REMOTE AUTOMATION SOLUTIONS ControlWave Micro 8 t DI Remote Term Card 2 REMOTE AUTOMATION SOLUTIONS ControlWave Micro 8 t DO Remote Term Card 2 _ REMOTE AUTOMATION SOLUTIONS ControlWave Micro 2 t AO Remote Tenn Card 2 Remote Automation Solutions Maintenance Agreement 2010 City of San Luis Obispo C3-8 ATTACHMENT 1 Page 7 of 10 SCHEDULE"B" For: San Luis Obispo Water Reuse&Water Collection System Facilities SOFTWARE for WATER RECLAMATION List of Software Manufacturer Description Qty REMOTE AUTOMATION SOLUTIONS O enBSI Network Ed 1 REMOTE AUTOMATION SOLUTIONS tACCOL Workbench 1 SOFTWARE for WATER DISTRIBUTION List of Software Manufacturer Description, QtY REMOTE AUTOMATION SOLUTIONS O enBSI Network.Ed 1 REMOTE AUTOMATION SOLUTIONS JACCOL Workbench I SOFTWARE for WASTEWATER COLLECTION List of Software Manufacturer Description Qty REMOTE AUTOMATION SOLUTIONS OpenBSI Network Ed 4 REMOTE AUTOMATION SOLUTIONS CCOL Workbench 1 4 REMOTE AUTOMATION SOLUTIONS PC Server 2 SOFTWARE for WATER TREATMENT PLANT List of Software Manufacturer Description Qty REMOTE AUTOMATION SOLUTIONS OpenBSI Network Ed 2 REMOTE AUTOMATION SOLUTIONS CCOL Workbench 2 REMOTE AUTOMATION SOLUTIONS PC Server 2 Remote Automation Solutions Maintenance Agreement 2010 City of San Luis Obispo C3-9 ATTACHMENT 1 Page 8 of 10 SCHEDULE"C" For: San Luis Obispo Water Reuse✓i Water Collection System Facilities Remote Automation Solutions' Observed Holidays New Year's Day, Good Friday, Memorial Day, Independence Day, Labor Day,Thanksgiving Day, Day After Thanksgiving, Christmas Eve, Christmas Day, Floating Holiday(s), Employee's Birthday Remote Automation Solutions Maintenance Agreement 2010 City of San Luis Obispo C3-10 ATTACHMENT 1 Page 9 of 10 SCHEDULE "D" For. San Luis Obispo Water Reuse&Water Collection System Facilities Service Rate Schedule DEMAND SERVICE ANALOG LABOR $t 18 J HR (PC 674) TRAVEL S 53 J HR MILEAGE 58.5c+MILE EXPENSES COST,PLUS 10k DIGITAL LABOR S 1751 HR (PC 675) TRAVEL $8t 1 HR MILEAGE 58.5e 1 MILE EXPENSES COST.PLUS 1045 CONTRACT SYSTEMS ENGINEERING SERVICES LABOR RATES: Engineering. Engmeerng Start-up.Programming. Project Management S 1701 HR (PC 690) Drafting,Technician,(staging area testing and:or assembly) S 1151 HR (PC 691) TRAVEL S 801 HR MILEAGE %5c t MILE Remote Automation Solutions Maintenance Agreement 2010 City of San Luis Obispo C3-11 ATTACHMENT 1 Page 10 of 10 WARRANTY POLICY RIDER Customer Reference Name/Number: City of San Luis Obispo SCOPE and PROCEDURES: 1 The scope of the warranty 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 warranty scope. 5 Software and related items such as lack of procedural security_failures,virusxelated 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 duty or taxes).Based on the factory diagnostic evaluation results,REMOTE AUTOMATION SOLUTIONS will provide a repair or replacement service for the component in question without cost as long as the component did not suffer 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 require to be addressed and compensated outside the scope of the current contractual warranty obligations. REMOTE AUTOMATION SOLUTIONS will invoice for services and expenses beyond the contract warranty coverage using.its then 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 are not part of the scope of the warranty services. 9 Materials-and/or services required due to actual environmental or process conditions beyond the specifications of the equipment performance capabilities are not part of the warranty scope. 10 REMOTE AUTOMATION SOLUTIONS warrants that goods repaired by it pursuant to this Agreement are free_ from defects immaterial and workmanship 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.. Remote Automation Solutions Maintenance Agreement 2010 City of San Luis Obispo C3-12 ATTACHMENT 2 FORM OF AGREEMENT la «tt_,•• ae� h n t; •rp r�:a 'f J•. '. - t AGREEMENT 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 Remote Automation Solutions, hereinafter referred to as Contractor. WITNESSETH: WHEREAS,the City wants Telemetry Maintenance Services; and WHEREAS, Contractor is qualified to perform this type of service and has sucmitted 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 improvements. 3. CITY'S OBLIGATIONS. For providing services as specified in this agreement, City will pay and Contractor receive therefore compensation in a total sum not to exceed$61,620. 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. C3-13 U � ATTACHMENT 2 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. 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 Remote Automation Solutions Attn: Ms. Cathi Bradley 1100 Buckingham Street Watertown, CT 06795 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 By: City Clerk David F. Romero,Mayor APPROVED AS TO ORM: CONTRACTOR By: LCity Attorney C3-14 ATTACHMENT 3 Exhibit B: Contract Performance Terms Page B-1 Exhibit B CONTRACT PERFORMANCE TERM S 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,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 wan-ants 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. C3-15 ATTACHMENT 3 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 furnished, 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 that 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. C3-16 ATTACHMENT 3 Exhibit B: Contract Performance Terms Page B-3 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. 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 fiuther 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. C3-17 ATTACHMENT 3 Exhibit B: Contract Performance Terms Page B-4 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 one(any auto). • 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 C3-18 ATTACHMENT 3 Exhibit B: Contract Performance Terms Page B-5 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 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 A: VII. f. Verification of coverage. Contractor shall fiunish 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. C3-19