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HomeMy WebLinkAboutResolution - 2009-R0030 - Contract - Wunderlich-Malec - SCADA Maintenance And Repair - 01_22_2009Resolution No. 2009-R0030 January 22, 2009 Item No. 5.20 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock, a Contract to provide maintenance and repair services to the Supervisory Control and Data Acquisition System (SCADA) for the Water Treatment Plan, Water Reclamation Plant, and the Bailey County Well Field, by and between the City of Lubbock and Wunderlich-Malec 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 this 22nd ATTEST: Rebec a Garza, City Secretary APPROVED AS TO 'CONTENT: Aubrey Spe*'s'—,-Mrector of Water Utilities APPROVED AS O FORM: PZ Don Vandiver, City Attorney day of January , 2009. TOM MARTIN, MAYOR vw/ccdocslChad/Resolutions/RES. Wunderlich-Malec-Contract January 13, 2009 Resolution No. 2009-R0030 SERVICES AGREEMENT This Services Agreement ("Agreement") is entered into this 22"a day of January, 2009, 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 SCADA systems of the City (the "Activities"); WHEREAS, Contractor is the sole source of services related to the Activities; 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 activities and within such time frames, as set forth on Exhibit "A", "Scope of Services", attached hereto (the "Services") ARTICLE I1 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 Ninety -One Thousand Five Hundred and No/100 Dollars ($91,500). This amount shall be invoiced to the City as work is performed. Each invoice shall be payable by the City within thirty (30) days of receipt of same. Page I of 1 I 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 $91,000. The City Council of the City herein delegates the authority to authorize Additional Services to the Director of Water Utilities. 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 expire on September 30, 2010. 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 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. Page 2 of I I 4.01 5.01 ARTICLE 1V 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 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, 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 Page 3 of I I 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: S1,000,000 Automobile Liability: Combined Single Limit for any auto: S 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 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. Page 4of11 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 activities, 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 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: Page 5 of I 1 Tom Adams, Deputy City Manager P.O. Box 2000 Lubbock, Texas 79457 Facsimile: (806) 775-2051 w/ copy to: Aubrey Spear, P.E., Director of Water Utilities P.O. Box 2000 Lubbock, Texas 79457 Facsimile: (806) 775-3344 For Contractor: Wunderlich-Malec 2855 Trinity Square Dr. Suite 100 Corrollton, Texas 75006 469-57-2520 Facsimile: (469) 2525 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 1 I 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 Director of Water Utilities. 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 11 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. ATTEST: Rebe ca Garza, City Secretary APPROVED AS TO CONTENT: CITY OF LUBBOCK 7 TOM MARTIN, MAYOR Page 8 of 1 I City Manager Aubrey A. Sped, Director of Water Utilities AI'PROVED AS TO FORM: s f! Don Vandiver, City Attorney mServicesAgreement. Wunderli ch 12/16/08 WUNDERLICH-MALEC By:p6w12� Nam : IAV f I: cow uc2se" Title: 'AQ51NC6S uK(L'" MANAGER Page 9 of 11 Wundkrlich - Malec 25 Resolution No. 2009—R0030 Engineering Systems EXHIBIT "A" Services ears of Quality Service to Our Customers Scope of Services The purpose of this document is to describe the City of Lubbock Warranty Support for its SCADA System that was previously provided by Wunderlich- Malec Systems ("Services"). As used herein, the terms "WMS" and "W-M" shall mean Wunderl ich- Malec. The Services are as follows: WMS Phone and On -site pricing basis: • S hours per month on-line and phone service • Two (2) onsite trips per year, Two (2) days per trip Iconics Software Manufacturers Support: SupportWorX SITE Plan — The SupportWorX Site Plan provides a higher level of rights and privileges than the SupportWorX Basic Plan for all active products at a single end -user location.. The SupportWorX Site Plan includes all the SupportWorX Basic Plan services, plus: Product Upgrades for Major New Feature Releases plus Maintenance and Enhancement Releases following the X.YZ1 version format; Synchronized Renewals — SupportWorX agreements for all licenses on -site will expire on the same date for administration efficiency; Provides support for new licenses added to an active SupportWorX Site Plan until time of annual renewal Stratus Server Support: • 2-Year Support Plan for (3) Servers — 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. Basis of Pricing for WMS and Software Support Start Date: January 1, 2009 Completion Date: September 30, 2010 The extension provided is for 21 months additional WMS support. All other support is for 2 Years The price for this project is: • Iconics Support: $34,500 Page 10 of 11 • Stratus Support: $22,400 • WMS Support: $35,000 Total: $91,500 Expenses/Additional Work: • Additional parts/materials and/or outside services will be invoiced at W-M cost plus applicable freight/taxes and handling plus 15% mark-up. • Any/All Time and Material work will be invoiced on a by -weekly basis and are subject to the same payment terms listed above. • Any changes will be quoted on a per change basis Enclosures: No Page 11 of 11 ACORDr„ CERTIFICATE OF LIABILITY INSURANCE °A�i s 2 099 PRODUCER Phone: 1952)944-2929 Fax: (952)944-3091 Horizon Agency, Inc. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 11000 W. 78th St #300 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Eden Prairie, Minnesota 55344 INSURERS AFFORDING COVERAGE NAIC # INSURED Wunderlich-Malec Engineering, Inc.; Wunderlich-Malec Systems. Inc. Wunderlich-Malec Services, Inc. INSURERA: Hartford Casualty lnsurancc Company 29424 INSURERS: Twin City Fire Insurance Company 29459 INSURER C: 5501 Feltl Road INSURER D: Minnetonka. MN 55343 INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSft OD' POLICY NUMBER POLICYEFFECTIVE POLICYEXPIRATION LMITS GENERAL LIABILITY 41UUNEX3880 l/I/2009 1/1/2010 EACHOCCURRENCE S 1,000,000 A ✓ COMMERCIAL GENERAL LIABILITY CLAIMSMADE L'OCCUR PREMISES (Ea ocWE-N-T—EDcurence)$ 300,000 MED EXP (Any are person) $ 10,000 PERSONAL& ADV INJURY $ 1,000.000 GENERAL AGGREGATE $ 2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: PRODUCTS -COMPIOPAGG $ 2,000,000 POLICY ✓ PRO- LOC A AUTOMOBILE ✓ LIABILITY ANY AUTO 41 UUNEX3880 V1/2009 1/1/2010 COMBINED SINGLE LIMIT (Ea accdent) $ 1,000,000 BODILY INJURY (Per person) $ ALLOWNEDAUTOS SCHEDULED AUTOS 8061LYINJURY (Peraecidenl) $ ✓ HIREDAUTOS NON-OWNEDAUTOS PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EAACCIDENT $ OTHER THAN EA ACC $ ANY AUTO 5 AUTO ONLY. AGG A EXCESSIUMBRELLA LIABILITY ✓ OCCUR El CLAIMS MADE 41XHUER4039 I/l/2009 I/l/2010 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 $ $ DEDUCTIBLE $ ✓ RETENTION $ 10,000 B WORKERS COMPENSATION AND 41WEPN7185 I/l/2009 1/1/2010 ✓ TORYTpM1T5 OEH E.L. EACH ACCIDENT $ 500,000 EMPLOYERS' UABILnY ANY PROPRIETORIPARTN ERIEXECUTIVE OFFICERIMEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $ 500,000 If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE- POLICY LIMIT $ 500,000 OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Certificate bolder is included as additional insured as respects project 4429001. Waiver of subrogation applies. CERTIFICATE HOLDER CANCELLATION I lolder's Nature of Interest : Certificate Holder SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Lubbock DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN P D Box 2000 NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL Lubbock, TX 79457 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHOT;�"T4TbliE 7 7 9 ACORD 25 (2001/08) O ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001/08)