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HomeMy WebLinkAboutResolution - 2011-R0044 - Contract - Wunderlich-Malec Engineering- Maintenance And Technical Support SCADA - 01/27/2011Resolution No. 2011—R0044 January 27, 2011 Item No. 5.11 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, Contract No. 9869 for sole source provider for maintenance and technical support for Supervisory Control and Data Acquisition System (SCADA), by and between the City of Lubbock and Wunderlich- Malec Engineering of Carrollton, Texas, and related documents. Said Contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on January 27, 2011 TOM MATIN, MAYOR ATTEST: Rebec a Garza, City ecretary APPROVED AS TO CONTENT: /11 ftlae� �/'- Lj- Marsha Reed, P.E., Chief Operations Officer APPROVED AS TO FORM: Chad Weaver, Assistant City Attorney vw:ccdocs-RES. Contract-WunderlichMalec Engineering January 10, 2011 Resolution No. 2011—R0044 SERVICES AGREEMENT Contract 9869 This Services Agreement ("Agreement") is entered into this 27th day of January 2011, by and between the City of Lubbock (the "City"), a Texas home rule municipal corporation, and Wunderlich- Malec (the "Contractor"), a Texas corporation. WITNESSETH WHEREAS, Contractor has substantial skill and experience in the evaluation and maintenance of the Supervisory Control and Data Acquisition System "SCADA" of the City (the "Services"); WHEREAS, Contractor is the sole source provider related to the Services; WHEREAS, the City desires to contract with Contractor to perform services related to the Activities and Contractor desires to provide the services related to same. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and Contractor agree as follows: ARTICLE I Services 1.01 Contractor shall conduct all Services and within such time frames, as set forth on Exhibit "A", "Technical Support Services", attached hereto (the "Services"). ARTICLE II Compensation and Term 2.01 The consideration to be paid for the Services to be provided the City as described in Article I shall be on a lump sum basis, said lump sum being the amount of Thirty -One Thousand Eight Hundred Ninety -Five and No/100 Dollars ($31,895). This amount shall be paid in two years and invoiced as follows: First year cost $19,635, which will include the entire Stratus Support cost Page 1 of 8 and half of WM Annual Support Service and second year cost will be $12,260, the remaining balance of the WM Annual Support Services. Each invoice shall be payable by the City within thirty (30) days of receipt of same. 2.02 The City may authorize Contractor to perform services in addition to those specifically described in Exhibit "A" ("Additional Services"), not to exceed the sum of $31,895. The City Council of the City herein delegates the authority to authorize Additional Services to the Chief Operating Officer. The Additional Services, if authorized by the City, shall be conducted on a time and materials basis as described in Exhibit "A". 2.03 This Agreement shall commence on February 1, 2011 and expire on January 31, 2013. Additionally, the City may terminate this Agreement at any time during the term hereof by providing written notice to Contractor at least thirty (30) days prior to the effective date of termination as provided in such notice. In the event this Agreement is so terminated, the City shall only pay Contractor for services actually performed by Contractor up to the date Contractor is deemed to have received notice of termination as provided herein. ARTICLE III Independent Contractor 3.01 It is understood and agreed that Contractor is to perform the Services in a sound and professional manner and exercising the degree of care, skill and diligence in the performance of the Services as is exercised by a professional Contractor under similar circumstances and Contractor hereby represents to the City that the Services shall be so performed. Further, Contractor is and shall be considered at all times an independent contractor under this Agreement and/or in its service, hereunder. During the performance of the Services under this Agreement, Contractor and Contractor's employees will not be considered, for any purpose, employees or agents of the City Page 2 of 8 4.01 within the meaning or the application of any federal, state or local law or regulation, including without limitation, laws, rules or regulations regarding or related to unemployment insurance, old age benefits, workers compensation, labor, personal injury or taxes of any kind. ARTICLE IV Events of Default/Remedies a. City's Defaults/Contractor's Remedies. In the event the City shall default in the performance of any term or provision of this Agreement for any reason other than failure by Contractor to perform hereunder, Contractor may, if said default shall be continuing after five (5) days notice of such default is deemed received by the City, exercise any right or remedy available to it by law, contract, equity or otherwise. b. Contractor's Defaults/City's Remedies. In the event Contractor shall default in the performance of any term or provision of this Agreement for any reason other than failure by the City to perform hereunder, the City may, if said default shall be continuing after five (5) days notice of such default is deemed received by Contractor, exercise any right or remedy available to it by law, contract, equity or otherwise, including without limitation, specific performance and/or the right to terminate this Agreement without additional notice. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. ARTICLE V Insurance/Indemnity 5.01 Contractor shall procure and carry, at its sole cost and expense through the life of this Agreement, insurance protection as hereinafter specified, in form and substance satisfactory to City, carried with an insurance company authorized to transact business in the state of Texas, Page 3 of 8 covering all aspects and risks of loss of all operations in connection with this Agreement, including without limitation, the indemnity obligations set forth herein. Contractor shall obtain and maintain in full force and effect during the term of this Agreement, and shall cause each approved subcontractor or subconsultant of Contractor to obtain and maintain in full force and effect during the term of this Agreement, commercial general liability and automobile liability coverage for non -owned and hired vehicles with insurance carriers admitted to do business in the state of Texas. The insurance companies must carry a Best's Rating of A -VII or better. The policies will be written on an occurrence basis, subject to the following minimum limits of liability: Commercial General Liability: Combined Single Limit: $1,000,000 Automobile Liability: Combined Single Limit for any auto: $ 500,000 Per Occurrence The City shall be listed as a primary additional insured with respect to the Automobile Liability and Commercial General Liability and shall be granted a waiver of subrogation under those policies. Contractor shall provide a Certificate of Insurance to the City as evidence of coverage. The Certificate shall provide 30 days notice of cancellation. A copy of the additional insured endorsement and waiver of subrogation attached to the policy will be included in the Certificate. Contractor shall elect to obtain worker's compensation coverage pursuant to Section 406.002 of the Texas Labor Code. Further, Contractor shall maintain said coverage throughout the term of this Agreement and shall comply with all provisions of Title 5 of the Texas Labor Code to ensure that the Contractor maintains said coverage. The Contractor may maintain Page 4 of 8 Occupational Accident and Disability Insurance in lieu of Worker's Compensation. In either event, the policy must be endorsed to include a waiver of subrogation in favor of the City of Lubbock. If at any time during the life of the Agreement or any extension hereof, Contractor fails to maintain the required insurance in full force and effect, Contractor shall be in breach hereof and all work under the Agreement shall be discontinued immediately. Contractor shall indemnify and hold City and City's elected officials, officers, agents, employees and independent contractors harmless, to the fullest extent permitted by law, from and against any and all claims, demands, damages, costs, liabilities and expenses, and including without limitation, reasonable attorney's fees, as a result of, related to or arising from Contractor's use or occupation of City owned lands, and/or Contractor's services, performance, operations or omissions under this Agreement. The indemnity provided herein shall survive the expiration or termination of this Agreement. ARTICLE VI Miscellaneous 6.01 Contractor shall comply with applicable laws, statutes, regulations, ordinances, rules and any other legal requirement related to, in any way, manner or form, the performance of the Services contemplated herein. 6.02 Any notice required by this Agreement shall be deemed to be properly served, if (i) provided in person or by telephonic facsimile; or (ii) deposited in the United States mail by certified letter, return receipt requested, addressed to the recipient at recipient's address shown below, subject to the right of either party to designate a different address by notice given in the manner just described. Notice shall be deemed to be received when delivered if provided in person or by Page 5 of 8 telephonic facsimile or, if deposited in the United States mail, as set forth above, three (3) days after depositing such notice in the United States mail, as set forth above. For City: Marsha Reed, P.E., Chief Operating Officer P.O. Box 2000 Lubbock, Texas 79457 W/ copy to: Mary Gonzales, Public Works Superintendent P.O. Box 2000 Lubbock, Texas 79457 For Contractor: Wunderlich-Malec 2855 Trinity Square Drive, Suite 100 Carrollton, TX 75006 6.03 THIS AGREEMENT IS TO BE CONSTRUED UNDER TEXAS LAW WITHOUT REGARD TO CONFLICT OF LAW RULES THAT WOULD DIRECT APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. THE OBLIGATIONS OF THE PARTIES CREATED BY THIS AGREEMENT ARE PERFORMABLE IN LUBBOCK COUNTY, TEXAS. VENUE FOR ANY ACTION BROUGHT PURSUANT TO THIS AGREEMENT, OR ACTIVITY CONTEMPLATED HEREBY, SHALL EXCLUSIVELY BE IN LUBBOCK COUNTY, TEXAS. 6.04 This Agreement, including the exhibits and attachments hereto, represents the entire and sole agreement between the City and Contractor with respect to the subject matter hereof and supersedes any and all prior negotiations, understandings, representations or other agreements, Page 6 of 8 whether written or oral. This Agreement may not be modified or amended except in writing and duly executed by each party hereto. 6.05 Nothing contained herein shall be construed to imply a joint venture, joint enterprise, partnership or principal — agent relationship between Contractor and the City. 6.06 If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary to render it valid and enforceable so long as said modification is reasonably within the intent the parties as originally expressed. In the event such provision may not be so modified, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in force and effect as if such provision had not been included in this Agreement. 6.07 Any and all documents, drawings and specifications prepared by Contractor as part of the Services hereunder, shall become the property of the City when Contractor has been compensated as set forth in Section 2.01, above. 6.08 A waiver by either City or Contractor of a breach of this Agreement must be in writing to be effective. In the event either party shall execute and deliver such waiver, such waiver shall not affect the waiving party's rights with respect to any other or subsequent breach. 6.09 Contractor may not assign or subcontract any part of the Services under this Agreement, in whole or in part, without the written consent of such assignment or subcontract by the City. Contractor may, subject to the right of approval by the City, subcontract certain of the Services to highly qualified professionals. The right of approval of the City of Contractor's subcontractors is hereby delegated by the City Council of City to the Chief Operating Officer. The approval by the City of the subcontract requested by Contractor shall not affect the liability of Contractor hereunder to City for the timely performance of the Services as prescribed in this Page 7 of 8 Agreement. The term "Contractor", as used in and for all purposes of this Agreement, includes Contractor's approved subcontractors and subconsultants. City and Contractor each bind itself or himself, their legal representatives and permitted assigns in respect to all provisions of this Agreement. 6.10 Nothing in this Agreement shall be construed to provide any rights or benefits whatsoever to any party other than City and Contractor. 6.11 Contractor represents and warrants to City that it has taken all actions necessary to authorize the party executing this Agreement to bind, in all respects, Contractor to all terms and provisions of this Agreement, and that such person possesses authority to execute this Agreement and bind Contractor hereto. IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives as of the date first written above. CITY OF LUBBOCK TOM MARTIN, MAYOR ATTEST: Rebecka Garza, City Secretary APPROVED AS TO CONTENT: w 0�,w ;V,— Ma sha Reed, P.E., Chief Operating Officer APP O D AS FORM: Assistant City Attorney Page 8 of 8 WUNDERLI - EC By: 1 j Name: Title: 46116Aes5 l 414 Resolution No. 2011—R0044 Exhibit A City of'Gubbock Tf'ater Reclaim Plant TVAf Proposal 10TEX1012-A W'Oftnderfich-Malec December 09, 2010 l:nginmenng I Systems I SenficUs TECHNICAL SUPPORT SERVICES INTRODUCTION Wunderlich — Malec's (WM) business success has been the result of our customer focus and the ability to deliver cost effective quality automation systems, as well as provide on-going support services that best meet our customer's needs. We can provide both on-site and offsite support for preventative maintenance, emergency response and technical support. This proposal describes the support contract WM offers to the City of Lubbock's Water Reclaim Plant. The agreement covers both phone & on-site WM technical support as well as the purchase of OEM warranty/service contracts for the critical system servers (Stratus). Please review the following sections for complete support coverage provided. SUPPORT To ensure a cost effective Technical Support Service Agreement and still offer our customers maximum support, WM provides support under two categories, the Annual Support Services and Incident Support Services. WM Annual Support Services This is an annual fee to cover anticipated and planned technical support thru the year, to include a typical estimate of phone, remote, and on-site support. 4 hours per month on-line and phone service Two (2) onsite trips per year, Two (2) days per trip o Site visits are based on working M -F, and eight (8) hour days between the hours of lam and 6pm. Any support outside of these base hours will be billed at time and a half per WM standard rates. See the Rates section of this document. WM Incident Support Services: WM can also provide Incident Support Services in addition to our Annual Support Services. The Incident Support Service plan incurs an "incident fee" for each service call that is required to assist a customer dealing with an application or system problem that is beyond the normal estimated Annual Support Services responsibility of WM. This may include on-site support beyond the 2 allotted trips, or any phone/rcmote support that is later determined to not be related to the SCADA system, or extends beyond 8 hours. The "incident fee" will cover the support hours plus any travel time, travel costs, or materials required to provide the support. The rates used for the "incident fee" are listed below in the Rates section. City o,'Lubbock Water Reclaim Plant WM Proposal 10T&Y1012-A Wunderlich-Malec December 09, 2010 F_ngineering I Systems I Sea cess Stratus Server Support: • 2 -Year Support Plan for (1) Server — Assured Availability which monitors the Servers and sends out notice that a replacement part will be shipped out to the City of Lubbock if one fails. SUPPORT DURATION This agreement will provide the support services as described above for the following tern: • Start Date: December 15, 2010 • Completion Date: September 30, 2012 SUPPORT COST The price for this 2 year support agreement for the Water Reclaim Plant is based on the WM Annual Support Services and the Stratus Server Support. WM Incident Support Services are not included in this pricing and only come into effect on the occurrence of an incident support need, as defined above. Support Description Cost WM Annual Support Services $24,520 Stratus Support 2 — ear $7,375 TOTAL $31895 RATES The following rates apply for any `incident fees' or on-site support occurring outside of the standard work times. Hourly Rates: • Regular Rates M -F from 7AM — 6:OOPM CST: • $125 per Hour • Overtime Rates (anytime other than M -F from 7AM — 6:OOPM CST): • 1.5 rimes the Regular Hourly Rate ($187.50 per Hour) • 2.0 times the Regular Rate for Sundays or Holidays Expenses: • Any parts/materials and/or outside services will be invoiced at W -M cost plus applicable freight/taxes and handling plus 15% mark-up. • All travel will be covered at WM cost plus 5% for administration. City vfLubbock Water Reclaim Plant TVbf Proposal /OTF-Y1012-tet 3ftnderfich-Malec December 09, 2010 Eagincering I $vstvnis I Senates TERMS OF AGREEMENT: • Invoicing o Cost of Stratus Support on receipt of order. o 20% or WM Service value on receipt of order. o Remaining WM Service invoiced Monthly per effort extended, or per following schedule if effort extended is less than scheduled amount. ■ January, March, June, September, and December 2011 - 10% ■ March, June, and September 2012 —10% • Standard WM terms and conditions of sale apply. • Payment Terms are net 30 days • Any applicable sales tax, materials, and freight are not included in this support plan. SUMMARY WM is prepared to start work on the support services detailed in this letter immediately. We look forward to continuing our support of your automation systems. Thank you, Allen Steffler Wunderlich-Malec Engineering 2855 Trinity Square Drive, Suite 100 Carrollton, TX 75006 PH: (469) 574-2500 x131 CELL: (469) 236-6760 FX: (469) 574-2525 Email: allen.steffler(Rywmen coni