HomeMy WebLinkAbout2008-011 Freitas Plus Freitas SCADA System CITY OF ATASCADERO
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1918 9
CONTRACT FOR
Freitas Plus Freitas
Engineering and Planning Consultants, Inc.
for
DESIGN AND CONSULTATION SERVICES
FOR NEW S.C.A.D.A. SYSTEM
CITY OF ATASCADERO
CC'VTRACT —�
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1979 7
CONSULTANT SERVICES AGREEMENT
FOR THE
CITY OF ATASCADERO
FREITAS PLUS FREITAS,
ENGINEERING AND PLANNING CONSULTANTS, INC.
THIS CONTRACT is made and entered into between City of Atascadero, a
Municipal Corporation ("City") and Freitas Plus Freitas, Engineering and Planning Consultants,
Inc. ("Consultant"). City and Consultant agree as follows:
1. SCOPE AND STANDARDS:
A. CONTRACT. Consultant shall do all work, attend all meetings, produce all reports
and carry out all activities necessary to complete the services described in the SCOPE OF
WORK AND STANDARDS FOR SERVICES, attached hereto and incorporated herein by this
reference as Exhibit A, as requested by the City. This Contract and its exhibits shall be known
as the "Contract Documents." Terms set forth in any Contract Document shall be deemed to
be incorporated in all Contract Documents as if set forth in full therein.
2. EMPLOYMENT STATUS OF PERSONNEL:
A. INDEPENDENT CONTRACTOR; EMPLOYEES OF CONSULTANT. Consultant
enters into this Contract as, and shall at all times remain as to the City, an independent
contractor and not as an employee of the City. Nothing in this Contract shall be construed to
be inconsistent with this relationship or status. Any persons employed by Consultant for the
performance of services pursuant to this Contract shall remain employees of Consultant, shall
at all times be under the direction and control of Consultant, and shall not be considered
employees of City. All persons employed by Consultant to perform services pursuant to this
Contract shall be entitled solely to the right and privileges afforded to Consultant employees
and shall not be entitled, as a result of providing services hereunder, to any additional rights or
privileges that may be afforded to City employees.
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792119.3
City of Atascadero
Freitas Plus Freitas
Engineering and Planning Consultants, Inc. iff
B. INDEPENDENT INVESTIGATION. The Consultant agrees and hereby represents it
has satisfied itself by its own investigation and research regarding the conditions affecting the
work to be done and labor and materials needed, and that its decision to execute this Contract
is based on such independent investigation and research.
C. COMPLIANCE WITH EMPLOYMENT LAWS. The Consultant shall keep itself fully
informed of, shall observe and comply with, and shall cause any and all persons, firms or
corporations employed by it or under its control to observe and comply with, applicable federal,
state, county and municipal laws, ordinances, regulations, orders and decrees which in any
manner affect those engaged or employed on the work described by this Contract or the
materials used or which in any way affect the conduct of the work.
D. UNLAWFUL DISCRIMINATION PROHIBITED. Consultant shall not engage in
unlawful employment discrimination. Such unlawful employment discrimination includes, but is
not limited to, employment discrimination based upon a person's race, religious creed, color,
national origin, ancestry, physical handicap, medical condition, marital status, gender,
citizenship or sexual orientation.
3. TIME OF PERFORMANCE:
The services of Consultant are to commence upon execution of this Contract by City,
and shall be undertaken and completed in a prompt and timely manner, in accordance with the
Scope of Work referenced in Exhibit A. Except as provided in Sections 6 and 19 below, this
Contract shall terminate no later than April 8, 2009, unless extended by the mutual agreement
of both parties.
4. COMPENSATION:
A. TERMS. Compensation to the Consultant shall be as set forth in Exhibit B attached
hereto and made a part hereof.
B. NO PAY FOR ADDITIONAL SERVICES WITHOUT WRITING. Consultant shall not
be compensated for any services rendered in connection with its performance of this Contract,
which are in addition to those set forth herein or listed in Exhibit A, unless such additional
services are authorized in advance and in writing by the City Manager or the City Manager's
designee (hereinafter "City Manager" shall include the City Manager's designee). Consultant
shall be compensated for any additional services in the amounts and in the manner as agreed
to by City and Consultant at the time City's express written authorization signed by the City
Manager is given to Consultant for the performance of said services.
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792119.3
City of Atascadero
Freitas Plus Freitas
Engineering and Planning Consultants, Inc. �rom A—.
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5. SUPERVISON, LABOR AGREEMENTS AND PERSONNEL:
A. CONSULTANT SUPERVISES PERSONNEL. The Consultant shall have the
responsibility for supervising the services provided under this Contract, hiring of personnel,
establishing standards of performance, assignment of personnel, determining and affecting
discipline, determining required training, maintaining personnel files, and other matters relating
to the performance of services and control of personnel. The City Manager may use any
reasonable means to monitor performance and the Consultant shall comply with the City
Manager's request to monitor performance.
B. PERFORMANCE NOT SUBJECT TO EMPLOYMENT AGREEMENTS. The City
acknowledges that the Consultant may be obligated to comply with bargaining agreements
and/or other agreements with employees and that the Consultant is legally obligated to comply
with these Contracts. It is expressly the intent of the parties and it is agreed by the parties that
the Consultant's performance shall not in any manner be subject to any bargaining
agreement(s) or any other agreement(s) the Consultant may have covering and/or with is
employees.
C. APPROVAL OF STAFF MEMBERS. Consultant shall make every reasonable effort
to maintain the stability and continuity of Consultant's staff assigned to perform the services
required under this Contract. Consultant shall notify City of any changes in Consultant's staff
to be assigned to perform the services required under this Contract and shall obtain the
approval of the City Manager of a list of all proposed staff members who are to be assigned to
perform services under this Contract prior to any such performance.
6. TERMINATION:
A. 30 DAYS NOTICE. The City, upon thirty (30) days written notice, may terminate this
Contract, without cause, at any time. In the event of such termination, Consultant shall be
compensated for non-disputed fees under the terms of this Contract up to the date of
termination.
B. OBLIGATIONS SURVIVE TERMINATION. Notwithstanding any termination of this
Contract, Consultant shall not be relieved of liability to the City for damages sustained by the
City by virtue of any breach of this Contract by Consultant, and the City may withhold any
payments due to Consultant until such time as the exact amount of damages, if any, due the
City from Consultant is determined. All of the indemnification, defense and hold harmless
obligations in this Contract shall survive termination.
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792119.3
pity of Atascadero
Freitas Plus Freitas ,�
Engineering and Planning Consultants, Inc. ". .
7. CHANGES:
The City or Consultant may, from time to time, request changes in the scope of the
services of Consultant to be performed hereunder. Such changes, including any increase or
decrease in the amount of Consultant's compensation and/or changes in the schedule must be
authorized in advance by both Parties in writing. Mutually agreed changes shall be
incorporated in written amendments to this Contract. Any increase in the amount of
Consultant's compensation and/or changes in Exhibit A and or Exhibit B must be authorized in
advance by the City Manager.
8. PROPERTY OF CITY:
A. MATERIALS PREPARED EXCLUSIVE PROPERTY OF CITY. It is mutually agreed
that all materials prepared by the Consultant under this Contract are upon creation and shall
be at all times the exclusive property of the City, and the Consultant shall have no property
right therein whatsoever. City agrees that Consultant shall bear no responsibility for any reuse
of the materials prepared by the Consultant if used for purposes other than those expressly set
forth in the Intended Use of Consultant's Products and Materials section of this Contract.
Consultant shall not disseminate any information or reports gathered or created pursuant to
this Contract without the prior written approval of City including without limitation information or
reports required by government agencies to enable Consultant to perform its duties under this
Contract and as may be required under the California Public Records Act excepting therefrom
as may be provided by court order. Consultant will be allowed to retain copies of all
deliverables.
B. CONSULTANT TO DELIVER CITY PROPERTY. Immediately upon termination, or
upon the request by the City, the City shall be entitled to, and the Consultant shall deliver to
the City, all data, drawings, specifications, reports, estimates, summaries and other such
materials and property of the City as may have been prepared or accumulated to date by the
Consultant in performing this Contract. Consultant will be allowed to retain copies of all
deliverables to the City.
9. CONFLICTS OF INTEREST:
A. CONSULTANT covenants that neither it, nor any officer or principal of its firm, has or
shall acquire any interest, directly or indirectly, which would conflict in any manner with the
interests of City or which would in any way hinder Consultant's performance of services under
this Contract. Consultant further covenants that in the performance of this Contract,
Consultant shall take reasonable care to ensure that no person having any such interest shall
be employed by it as an officer, employee, agent or subcontractor without the express written
consent of the City Manager. Consultant agrees to at all times avoid conflicts of interest or the
appearance of any conflicts of interest with the interests of City in the performance of this
Contract. Consultant agrees to include language similar to this Section 9(A) in all contracts
with subcontractors and agents for the work contemplated herein.
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792119.3
City of Atascadero
Freitas Plus Freitas
Engineering and Planning Consultants, Inc. '
Z
10. CONFIDENTIAL INFORMATION:
A. ALL INFORMATION KEPT IN CONFIDENCE. All materials prepared or assembled
by Consultant pursuant to performance of this Contract are confidential and Consultant agrees
that they shall not be made available to any individual or organization without the prior written
approval of the City, except by court order.
B. REIMBURSEMENT FOR UNAUTHORIZED RELEASE. If Consultant or any of its
officers, employees, or subcontractors does voluntarily provide information in violation of this
Contract, the City has the right to reimbursement and indemnity from party releasing such
information for any damages caused by the releasing party's, including the non-releasing
party's attorney's fees and disbursements, including without limitation expert's fees and
disbursements.
C. COOPERATION. City and Consultant shall promptly notify the other party should
Consultant or City, its officers, employees, agents, or subcontractors be served with any
summons, complaint, subpoena, notice of deposition, request for documents, interrogatories,
request for admissions or other discovery request, court order or subpoena from any party
regarding this Contract and the work performed thereunder or with respect to any project or
property located within the City. City and Consultant each retains the right, but has no
obligation, to represent the other party and/or be present at any deposition, hearing or similar
proceeding. Consultant and City agree to cooperate fully with the other party and to provide
the other party with the opportunity to review any response to discovery requests provided by
Consultant or City. However, City and Consultant's right to review any such response does
not imply or mean the right by the other party to control, direct, or rewrite said response.
11. PROVISION OF LABOR, EQUIPMENT AND SUPPLIES:
A. CONSULTANT PROPERTY. Consultant shall furnish all necessary labor,
supervision, equipment, communications facilities, and supplies necessary to perform the
services required by this Contract. City acknowledges that all equipment and other tangible
assets used by Consultant in providing these services are the property of Consultant and shall
remain the property of Consultant upon termination of this Contract.
B. SPECIAL SUPPLIES. City shall be responsible for supplying any special supplies,
stationary, notices, forms or similar items that it requires to be issued with a City logo. All such
items shall be approved by the City Manager and shall be provided at City's sole cost and
expense.
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792119.3
City of Atascadero
Freitas Plus Freitas r „
Engineering and Planning Consultants, Inc. :.
12. COMPLIANCE WITH LAW:
A. COMPLIANCE REQUIRED. Consultant shall keep itself informed of applicable
local, state, and federal laws and regulations which may affect those employed by it or in any
way affect the performance of its services pursuant to this Contract. Consultant shall observe
and comply with all applicable laws, ordinances, regulations and codes of federal, state and
local governments, and shall commit no trespass on any public or private property in
performing any of the work authorized by this Contract. Consultant shall at all times hold a
valid contractor's license if performing any function or activity for which a license is required
pursuant to Chapter 9 (commencing with section 7000) of Division 3 of the California Business
and Professions Code, and Consultant shall provide a copy of the license(s) upon the request
of the City. The City, its officials, officers, elected officials, appointed officials and employees
shall not be liable at law or in equity as a result of any failure of consultant to comply with this
section.
B. PREVAILING WAGES. In the event it is determined that the Consultant is required
to pay prevailing wages for the work performed under this Agreement, the Consultant shall pay
all penalties and wages as required by applicable law.
13. SUBCONTRACTING:
None of the services covered by this Contract shall be subcontracted without the prior
written consent of the City Manager. Consultant shall be as fully responsible to the City for the
negligent acts and omissions of its contractors and subcontractors, and of persons either
directly or indirectly employed by them, as it is for the negligent acts and omissions of persons
directly employed by Consultant.
14. ASSIGNABILITY:
Consultant shall not assign or transfer any interest in this Contract whether by
assignment or notation. However, claims for money due or to become due Consultant from
the City under this Contract may be assigned to a financial institution, but only with prior written
consent of the City Manager. Notice of any assignment or transfer whether voluntary or
involuntary shall be furnished promptly to the City. The rights and benefits under this
agreement are for the sole and exclusive benefit of the City and this Contract shall not be
construed that any third party has an interest in the Contract.
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792119.3
City of Atascadero
Freitas Plus Freitas
Engineering and Planning Consultants, Inc.
15. LIABILITY OF CONSULTANT:
Consultant shall be responsible for performing the work under this Contract in a manner
which is consistent with the generally accepted standards of Consultant's profession and shall
be liable for its own negligence and the negligent acts of its employees, agents, contractors
and subcontractors. The City shall have no right of control over the manner in which the work
is to be done but only as to its outcome, and shall not be charged with the responsibility of
preventing risk to Consultant or its employees, agents, contractors or subcontractors.
16. INDEMNIFICATION:
A. INDEMNIFICATION FOR PROFESSIONAL LIABILITY. When the law establishes a
professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant
shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and
agents ("Indemnified Parties") from and against any and all losses, liabilities, damages, costs and
expenses, including attorneys fees and costs to the extent same are caused in whole or in part by any
negligence or wrongful act, error or omission of Consultant, willful misconduct, or recklessness of its
officers, agents, employees or subconsultants (or any entity or individual that Consultant shall bear the
legal liability thereof) in the performance of professional services under this agreement. With respect to
the design of public improvements, the Consultant shall not be liable for any injuries or property damage
resulting from the reuse of the design at a location without the written consent of the Consultant.
B. INDEMNIFICATION FOR OTHER THAN PROFESSIONAL LIABILITY. Other than
in the performance of professional services and to the full extent permitted by law, Consultant
shall indemnify, defend and hold harmless City, and any and all of its employees, officials and
agents from and against any liability (including liability for claims, suits, actions, arbitration
proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of
any kind, whether actual, alleged or threatened, including attorneys fees and costs, court
costs, interest, defense costs, and expert witness fees), where the same arise out of, are a
consequence of, or are in any way attributable to, in whole or in part, the performance of this
Agreement by Consultant or by any individual or entity for which consultant is legally liable,
including but not limited to officers, agents, employees or subconsultants of Consultant.
C. GENERAL INDEMNIFICATION PROVISIONS. Consultant agrees to obtain
executed indemnity agreements with provisions identical to those set forth here in this section
for each and every subconsultant or any other person or entity involved by, for, with or on
behalf of Consultant in the performance of this agreement. In the event consultant fails to
obtain such indemnity obligations from others as required here, Consultant agrees to be fully
responsible according to the terms of this section. Failure of City to monitor compliance with
these requirements imposes no additional obligations on City and will in no way act as a
waiver of any rights hereunder. This obligation to indemnify and defend City as set forth here
is binding on the successor, assigns or heirs of Consultant and shall survive the termination of
this agreement or this section.
D. INDEMNITY PROVISIONS FOR CONTACTS RELATED TO CONSTRUCTION.
Without affecting the rights of City under any provision of this agreement, Consultant shall not
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City of Atascadero
Freitas Plus Freitas + r
Engineering and Planning Consultants, Inc. = »
be required to indemnify and hold harmless City of liability attributable to the active negligence
of City, provided such active negligence is determined by agreement between the parties or by
the findings of a court of competent jurisdiction. In instances where City is shown to have
been actively negligent and where City's active negligence accounts for only a percentage of
the liability involved, the obligation of consultant will be for that entire portion or percentage of
liability not attributable to the active negligence of City.
17. INSURANCE:
Consultant shall maintain prior to the beginning of and for the duration of this
Agreement insurance coverage as specified in Exhibit D, attached to and part of this
agreement.
18. RECORDS:
Consultant shall maintain complete and accurate records with respect to labor costs,
material expenses, parcels abated or serviced and other such information required by City that
relates to the performance of services under this Contract. Consultant shall maintain adequate
records of services provided in sufficient detail to permit an evaluation of services. All such
records shall be maintained in accordance with generally accepted accounting principles and
shall be clearly identified and readily accessible and in a form acceptable to the City, which the
City may specify and change from time to time. Consultant shall provide free access to the
representatives of City or its designees, at reasonable times, to such books and records, shall
give City the right to examine and audit said books and records, shall permit City to make
transcripts therefrom as necessary, and shall allow inspection of all work, data, documents,
proceedings, and activities related to this Contract. Such records, together with supporting
documents, shall be maintained for a period of three (3) years after receipt of final payment.
19. MISCELLANEOUS PROVISIONS:
A. ASSIGNMENT OR SUBSTITUTION. City has an NONDISCRIMINATION /
NONPREFERENTIAL TREATMENT STATEMENT In performing this Contract, the parties
shall not discriminate or grant preferential treatment on the basis of race, sex, color, age,
religion, sexual orientation, disability, ethnicity, or national origin, and shall comply to the fullest
extent allowed by law, with all applicable local, state, and federal laws relating to
nondiscrimination.
B. UNAUTHORIZED ALIENS. Consultant hereby promises and agrees to comply with
all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. & 1101 et seq.),
as amended; and in connection therewith, shall not employ unauthorized aliens as defined
therein. Should Consultant so employ such unauthorized aliens for the performance of work
and/or services covered by this contract, and should the Federal Government impose
sanctions against the City for such use of unauthorized aliens, Consultant hereby agrees to,
and shall, reimburse City for the cost of all such sanctions imposed, together with any and all
costs, including attorneys' fees, incurred by the City in connection therewith.
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City of Atascadero
Freitas Plus Freitas
Engineering and Planning Consultants, Inc. „ '•
C. GOVERNING LAW. The City and Consultant understand and agree that the laws of
the State of California shall govern the rights, obligations, duties, and liabilities of the parties to
this Contract and also govern the interpretation of this Contract. Any litigation concerning this
Contract shall take place in the San Luis Obispo Superior Court, federal diversity jurisdiction
being expressly waived.
D. City has an interest in the qualifications of and capability of the persons and entities
that will fulfill the duties and obligations imposed upon Consultant by this Contract. In
recognition of that interest, neither any complete nor partial assignment of this Contract, may
be made by Consultant nor changed, substituted for, deleted, or added to without the prior
written consent of City which consent shall not be unreasonably withheld. Any attempted
assignment or substitution shall be ineffective, null, and void, and constitute a material breach
of this Contract entitling City to any and all remedies at law or in equity, including summary
termination of this Contract. Subcontracts, if any, shall contain a provision making them subject
to all provisions stipulated in this Contract.
E. ENTIRE CONTRACT. This Contract constitutes the entire Contract and
understanding between the parties relative to the services specified herein and there are no
understandings, agreements, conditions, representations, warranties or promises, with respect
to this Contract, except those contained in or referred to in this Contract and this Contract
supersedes all prior understandings, agreements, courses of conduct, prior dealings among
the parties and documentation of any kind without limitation.
F. AMENDMENTS. This Contract may be modified or amended, or any of its
provisions waived, only by a subsequent written agreement executed by each of the parties.
The parties agree that this requirement for written modifications cannot be waived and any
attempted waiver shall be void.
G. CONSTRUCTION AND INTERPRETATION. Consultant and City agree and
acknowledge that the provisions of this Contract have been arrived at through negotiation and
that each party has had a full and fair opportunity revise the provisions of this Contract and to
have such provisions reviewed by legal counsel. Therefore, any ambiguities in construing or
interpreting this Contract shall not be resolved against the drafting party. The titles of the
various sections are merely informational and shall not be construed as a substantive portion
of this Contract.
H. WAIVER. The waiver at any time by any party of any of its rights with respect to a
default or other matter arising in connection with this Contract shall not be deemed a wavier
with respect to any subsequent default or other matter.
I. SEVERABILITY. The invalidity, illegality or unenforceability, of any provision of this
Contract shall not render the other provisions invalid, illegal or unenforceable.
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City of Atascadero
Freitas Plus Freitas
Engineering and Planning Consultants, Inc.
J. NOTICES. All invoices, payments, notices, demands, requests, comments, or
approvals that are required to be given by one party to the other under this Contract shall be
in writing and shall be deemed to have been given if delivered personally or enclosed in a
properly addressed envelope and deposited in a United States Post Office for delivery by
registered or certified mail addressed to the parties (deemed to have been received three (3)
business days after deposit in the U.S. Mail) at the following addresses:
City: City of Atascadero
Department of Public Works
6907 El Camino Real
Atascadero, CA 93422
Consultant FREITAS PLUS FREITAS
ENGINEERING AND PLANNING CONSULTANTS, INC.
MICHAEL J. FREITAS
9011 Soquel Drive, Suite C
Aptos, CA 95003
Each party may change the address at which it gives notice by giving ten (10) days
advance, written notice to the other party.
K. AUTHORITY TO EXECUTE. The person or persons executing this Contract on behalf of
Consultant warrant and represent that they have the authority to execute this Contract on
behalf of their agency and further warrant and represent that they have the authority to bind
Consultant to the performance of its obligations hereunder.
AGREED to this--� day of 2'i L , 2008 by the parties as follows.
Approved as to form: FREITAS PLUS FREITAS
ENGINEERING AND PLANNING
(OPTIONAL) CONSULTANTS, INC.
By:
Ajal4" ,
co
Counsel for Consultant Michael J. F ita
Approved as to form: CITY OF ATASCADERO
By:
Brian Pierik, Ci y Attorney Wade G. McKinney, City Manag r
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792119.3
City of Atascadero
Freitas Plus Freitas z
Engineering and Planning Consultants, Inc. :'
CERTIFICATE OF COMPLIANCE
WITH LABOR CODE § 3700
1 am aware of the provisions of Section 3700 of the Labor Code which require every employer
to be insured against liability for workers' compensation or to undertake self-insurance in
accordance with the provisions of that code, and I have complied or will comply with such
provisions before commencing the performance of the work of this contract. (Cal. Labor C.
§§1860, 1861.)
CONSULTANT
4tef
Michael J OPas, Owner
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7921 19.3
EXHIBIT A
Scope of Work
The Consultant shall provide professional design services for the development of technical
specifications for a new SCADA (Supervisory Control and Data Acquisition) System for the
City's Wastewater Collection system. This is a narrowly focused project, incorporating existing
control equipment and upgrading current software.
The sewer collection system consists of more than 60 miles of laterals, mains, and force mains
ranging in size from 4 to 18 inches in diameter and thirteen lift stations that deliver
approximately 1.3 MGD to the Wastewater Treatment Plant. All but one of these lift stations
are equipped with Tesco LIQ 3 controls, and RACO auto dialers. In addition, three lift stations
have surge tanks and one of the thirteen has a standby generator.
New SCADA System Design Requirements:
1. Must be compatible with existing TESCO Lift Station Controls and interface with the
City's Computer Network System.
2. All new electronic controls specified shall be TESCO brand or equivalent as approved
by the City of Atascadero.
3. SCADA System communication will use an existing City of Atascadero radio frequency
and will be coordinated with the City's Radio Communication Consultant.
4. SCADA System shall include at a minimum these capabilities:
a. Wet Well Level
b. Total pump station flow
c. Pumps Start
d. Pumps Stop
e. Pumps Run Time
f. Pumps Failure
g. PG&E Power Failure
h. Generator Running
i. Generator Run Time
j. Percentage Communication with PLC
k. Power Monitor
5. Specifications prepared by the Consultant shall call for one Contractor to be responsible
for all purchases, installation and integration.
6. Server hardware specifications prepared by the Consultant will be coordinated with the
City of Atascadero Information Technology Department (IT). IT will provide server,
network connection and backup. Specifications will also stipulate that all software
installation, configuration and maintenance necessary for successful SCADA
implementation will be provided by the Contractor. An upgraded version of the City's
current Wonderware software shall be specified.
658615.1
DRAFT 06/4/01 4:33 PM A-1
Consultant's Detailed Work Plan:
1. Conduct one site visit to the City's 13 Lift Stations and Wastewater Treatment Plant.
2. Meet with City of Atascadero Wastewater and Information Technology (IT) staff on a
minimum of two occasions; once for plan preparation and once for plan review
3. Prepare potential phasing options to allow for potential funding shortfalls.
4. Provide to the City, Drawings and Technical Specifications in electronic format and hard
copy format.
5. Provide consultation during installation and construction.
Items to be provided by the City are shown in Exhibit C of this contract.
Schedule:
Within two weeks of receipt of the approved Consultant Services Agreement and Notice to
Proceed, Consultant will meet with City Staff to visit the lift stations and with the IT personnel.
Potential Phasing options will be prepared and presented to City Staff within three weeks after
the initial site visit
First draft of the Construction Documents will be submitted within six weeks of the initial
meeting. At least two submissions of drawings and specifications to the City are anticipated,
with a two week turn around time for each set of comments and two weeks to resubmit.
Within three months of the Notice to Proceed it is anticipated the project will be ready to
advertise.
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792119.3
EXHIBIT B
Compensation and Method of Payment
COST PROPOSAL
a) Design Phase — Time and Materials, Not to Exceed Fee:
Tasks 1 - 4
160 Hours Principal Engineer @ $187.50 per hour $ 30,000.00
CAD Drafting $ 3,500.00
Expenses $ 750.00
Subtotal Tasks 1 —4 $34,250.00
b) Construction Phase —Time and Material, Not to Exceed Fee:
Task 5
40 Hours Principal Engineer @ $187.50 per hour $ 7,500.00
Expenses $ 750.00
Subtotal Task 5 $ 8,250.00
TOTAL ALL TASKS: $42,500.00
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792119.3
EXHIBIT C
Items Provided by City
1. Existing system information to Consultant during design, including collection system maps,
equipment inventories, radio signal strength data and other relevant information.
2. Tour of facilities with Design Consultant.
3. Front-end contract documents, including Notice Inviting Bids, Instructions to Bidders,
Agreement, Proposal and Bond Forms, and General Conditions.
4. All bidding and award activities, including reproduction of bid documents.
5. Contract Administration.
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792119.3
EXHIBIT D
Insurance Requirements — Consultant Services
The Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of the work
hereunder by the Consultant, its agents, representatives, employees, or subconsultants.
Minimum Scope of Insurance. Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
2. Insurance Services Office form number CA 0001 (Ed. 1/87)covering Automobile Liability, code 1 (any auto).
3. Workers'Compensation insurance as required by the State of California and Employer's Liability Insurance.
4. Errors and Omissions Liability insurance as appropriate to the consultant's profession
Minimum Limits of Insurance. Consultant shall maintain limits no less than:
1. 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.
2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
3. Employer's Liability: $1,000,000 per accident for bodily injury or disease.
4. Errors and Omissions Liability: $1,000,000 per occurrence.
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 the Consultant
shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense
expenses.
Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to
contain, the following provisions:
1. 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 the Consultant; products and completed
operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned,
leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope
of protection afforded to the City, its officers, official, employees, agents or volunteers.
2. For any claims related to this project, the Consultant'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 the
Consultant's insurance and shall not contribute with it.
3. The Consultant'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.
4. 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.
Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than
A:VII.
Verification of Coverage. Consultant 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.
rev 5/1/06 B'S
792119.3
1. SCOPE AND STANDARDS: ........................................................................................... 1
A. CONTRACT.......................................................................................................... 1
2. EMPLOYMENT STATUS OF PERSONNEL: ................................................................ 1
A. INDEPENDENT CONTRACTOR; EMPLOYEES OF CONSULTANT............ 1
B. INDEPENDENT INVESTIGATION.................................................................... 2
C. COMPLIANCE WITH EMPLOYMENT LAWS................................................. 2
D. UNLAWFUL DISCRIMINATION PROHIBITED.............................................. 2
3. TIME OF PERFORMANCE:............................................................................................ 2
4. COMPENSATION: ........................................................................................................... 2
A. TERMS.................................................................................................................. 2
B. NO PAY FOR ADDITIONAL SERVICES WITHOUT WRITING.................... 2
5. SUPERVISON, LABOR AGREEMENTS AND PERSONNEL: .................................... 3
A. CONSULTANT SUPERVISES PERSONNEL.................................................... 3
B. PERFORMANCE NOT SUBJECT TO EMPLOYMENT AGREEMENTS........ 3
C. APPROVAL OF STAFF MEMBERS................................................................... 3
6. TERMINATION................................................................................................................ 3
A. 30 DAYS NOTICE................................................................................................ 3
B. OBLIGATIONS SURVIVE TERMINATION...................................................... 3
7. CHANGES:........................................................................................................................ 4
8. PROPERTY OF CITY:......................................................................................................4
A. MATERIALS PREPARED EXCLUSIVE PROPERTY OF CITY...................... 4
B. CONSULTANT TO DELIVER CITY PROPERTY.............................................4
9. CONFLICTS OF INTEREST:........................................................................................... 4
A. CONSULTANT..................................................................................................... 4
10. CONFIDENTIAL INFORMATION:................................................................................ 5
A. ALL INFORMATION KEPT IN CONFIDENCE................................................ 5
B. REIMBURSEMENT FOR UNAUTHORIZED RELEASE ................................. 5
C. COOPERATION ................................................................................................... 5
11. PROVISION OF LABOR, EQUIPMENT AND SUPPLIES:........................................... 5
A. CONSULTANT PROPERTY ............................................................................... 5
B. SPECIAL SUPPLIES ............................................................................................ 5
12. COMPLIANCE WITH LAW:........................................................................................... 6
rev 5/1/06 B-6
792119.3
A. COMPLIANCE REQUIRED................................................................................ 6
B. PREVAILING WAGES ........................................................................................ 6
13. SUBCONTRACTING:...................................................................................................... 6
14. ASSIGNABILITY:............................................................................................................ 6
15. LIABILITY OF CONSULTANT:..................................................................................... 7
16. INDEMNIFICATION: ...................................................................................................... 7
A. INDEMNIFICATION FOR PROFESSIONAL LIABILITY................................ 7
B. INDEMNIFICTION FOR OTHER THAN PROFESSIONAL LIABILITY........ 7
C. GENERAL INDEMNIFICATION PROVISIONS. .............................................. 7
D. INDEMNITY PROVISIONS FOR CONTACTS RELATED TO
CONSTRUCTION................................................................................................. 8
17. INSURANCE:.................................................................................................................... 8
18. RECORDS:........................................................................................................................ 8
19. MISCELLANEOUS PROVISIONS: ................................................................................ 8
A. NONDISCRIMINATION/NONPREFERENTIAL TREATMENT STATEMENT
................................................................................................................................ 8
B. UNAUTHORIZED ALIENS................................................................................. 8
C. GOVERNING LAW.............................................................................................. 9
D. ASSIGNMENT OR SUBSTITUTION.................................................................. 9
E. ENTIRE CONTRACT........................................................................................... 9
F. AMENDMENTS ................................................................................................... 9
G. CONSTRUCTION AND INTERPRETATION.................................................... 9
H. WAIVER................................................................................................................ 9
I. SEVERABILITY................................................................................................... 9
J. NOTICES............................................................................................................. 10
K. AUTHORITY TO EXECUTE.................................................................................... 10
rev 5/1/06 B-7
792119.3
• Client#:50363 FREIFRE
ACORD. C_E_R_TIFICATE OF LIABILITY 31241
ITY INSURANCE hVDDM)
03!24108
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
HRH Professional Practice ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
100 Marine Parkway,#200 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
y ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Redwood City,CA 94065-1517 "-
650 369-5900 INSURERS AFFORDING COVERAGE
INSURED Freitas Pius Freitas Engineering and �-,NSURERA: Travelers Indemnity Company of CT- " _
Planning Consultants,Inc. ----
INSURER B: Everest National Insurance Co.
I - ------ ---"
INSURER C
9011 Soquel Drive,Suite C
=INSURER
Aptos,CA 95003 -'--T -
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.
NSR POLICY EFFECTIVE IpOLIC EXPIRATION
LTR r TYPE OF INSURANCE POLICY NUMBER _ I DATE IMM/_QDIYY) DATE IMMIOD LIMITS
A GENERAL LIABILITY 6803042L161TCTBK01 108101/07 08/01108 EACH OCCURRENCE $1'000.000
M
X COMMERCIAL GENERAL LIAB ILITY I FIRE DAAGE(Any one fire) $300,000
I _ CLAIMS MADE OCCUR MED EXP(Any one person) s5,000
I PERSONAL 6 ADV INJURY $1.000,000
uY GENERAL AGGREGATE__ SZ 000,000
GEN'L AGGREGATE LIM IT APPLIES PER! PRODUCTS•COMPIOPAGG $2,000,000
POLICY X PRO- i LOC
JECT
A AUTOMOBILE LJABILrry 6$03042L161TCTBK01 08101/07 .08/01108 COMBINED SINGLE LIMIT
$1,000,000
l I ANY AUTO (Ea accident)
i._.. ____....._. .........._....,..._...�__ ---
I.-_-_- ALL OWNED AUTOS
BODILY INJURY
SCHEDULED AUTOS ' )(Per person) S
X HIRED AUTOS i BODILY INJURY S
XNON-OWNED AUTOS (Per acddent)
��__����'� PROPERTY DAMAGE
I �.�.— (Per accident) $
GARAGE LIABILITY AUTO ONLY
-EA ACCIDENT i S —
__�ANY AUTO OTHER THAN EA ACC ,$ -
AUTOONLY: AGG IS
EXCESS LIABILITY ]l EACH OCCURRENCE �Ij'S_
OCCUR �j CLAIMS MADE AGGREGATE _ S _
Is
DEDUCTIBLE I is
RETENTION $ 1 $
WORKERS COMPENSATION AND TORY
EMPLOYERS'LIABILTTY
E.L.EACH ACCIDENT Is
j E.L.DISEASE-EA EMPLOYEEI S
E.L.DISEASE-POLICY LIMIT I S
B :OTHER —
Orofessional 48AE002093071 112/03107 12/03/08 $1,000,000 Per Claim
iabilit 1 $1,000,000 AST rebate
DESCRIPTION OF OPERATIONSA.00ATIONSIVEHICLESIEXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS u
All operations of the Named Insured.
RE:Project SCADA System.General and Auto Liability only:The City of
Atascadero,its officers,officials,employees,agents and volunteers are
named as Additional Insureds but only as respects liability arising out of
(See Attached Descriptions)
CERTIFICATE HOLDER i ADDITIONALINSURED;INSURERLETTER: CANCELLATION -Payment of PremiumTen Day Notice for Non
SHOULD ANYOF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
City of Atascadero DATE THEREOF,THE ISSUING INSURER Wl XMMXQlIIT TO MAIL 30-_-_DAYS WRITTEN
Attn:Geoff English NOTICETOTHE CERTIFICATE HOLDER NAMED TOTHELEFT,7®tNR x
Public Works Department 7tlgtApAt�du�AWt9tlCOt�AKARIIEN� xxlaxalx+itcealx�c
6907 El Camino Real
Atascadero,CA 93422 AUTHORIZED REPRESENTATIVE
ACORD 25-S(7/97)1 of 3 #S4324201M400386 EDL O ACORD CORPORATION 1988
s
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.
i
i
I
i
i
ACORD25-SI7197)2 of 3 #S432420/M400386 I
j
DESCRIPTIONS (Continued from Page 1)
the Named Insureds'operations;such coverage is primary as respects any
insurance carried by the Additional Insured with respect to work performed
by the Named Insured.
AMS 25.3(07/97)3 Of 3 #S432420/M400386
POLICY NUMBER: 68030421-161TCTBK01 COMMERCIAL GENERAL LIABILITY
DATE ISSUED: 08/01/2007
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED
(ARCHITECTS, ENGINEERS AND SURVEYORS)
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
SCHEDULE
NAME OF PERSON(S) OR ORGANIZATION(S):
The City of Atascadero, its officers, officials, employees, agents and volunteers
PROJECT/LOCATION OF COVERED OPERATIONS:
SCADA System
1. WHO IS AN INSURED (Section Il) is 2. The insurance provided to the additional
amended to include the person or insured by this endorsement is limited as
organization shown in the Schedule above follows:
as an additional insured on this Coverage
Part, but: a. This insurance does not apply to the
rendering of or failure to render any
a. Only with respect to liability for "bodily "professional services".
injury", "property damage" or "personal
b.
injury"; and The limits of insurance afforded to the
additional insured shall be the limits
b. If the injury or damage arises out of the which you agreed to provide in a
performance, by you or your "contract or agreement requiring
subcontractor, of "your work" on or for insurance" for that'additional insured,
the project, or at the location, shown in or the limits shown in the Declarations
the Schedule above. Such person or for this Coverage Part, whichever are
organization does not qualify as an less. This endorsement does not
additional insured with respect to their increase the limits of insurance stated
independent acts or for "bodily injury", in the LIMITS OF INSURANCE
"property damage" or "personal injury" (Section III) for this Coverage Part.
for which that person or organization
has assumed liability in a contract or 3. The following is added to Paragraph a. of
agreement. 4. Other Insurance in COMMERCIAL
I
CG D3 82 09 06 Includes copyrighted material of Insurance Services Office.Inc.,with its permission. Page 1 of 2 i
Copyright,Insurance Services office.Inc.,2001
I
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GENERAL LIABILITY CONDITIONS arising out of "your work" on or for the
(Section IV): project, or at the location, shown in the
Schedule above, performed by you, or on
However, if you specifically agree in a your behalf, under a "contract or
"contract or agreement requiring agreement requiring insurance" with that
insurance" that, for the additional additional insured. We waive these rights
insured shown in the Schedule, the only where you have agreed to do so as
insurance provided to that additional part of the "contract or agreement
insured under this Coverage Part must requiring insurance" with that additional
apply on a primary basis, or a primary insured entered into by you before, and in
and non-contributory basis, this effect when, the "bodily injury" or "property
insurance is primary to other insurance damage" occurs, or the "personal injury"
that is available to such additional offense is committed.
insured which covers such additional
insured as a named insured, and we 5. As respects the insurance provided to the
will not share with the other insurance, additional insured by this endorsement,
provided that: the following definition is added to
DEFINITIONS (Section V):
(1) The "bodily injury" or "property
damage" for which coverage is "contract or agreement requiring
sought occurs; and insurance" means that part of any contract
or agreement under which you are
(2) The "personal injury" for which required to include the person or
coverage is sought arises out of organization shown in the Schedule as an
an offense committed; additional insured on this Coverage Part,
provided that the "bodily injury" and
after you have entered into that
"contract or agreement requiring "property damage" occurs, and the
insurance" for such additional insured. "personal injury" is caused by an offense
committed:
But this insurance still is excess over
valid and collectible other insurance, a. After you have entered into that
whether primary, excess, contingent or contract or agreement;
on any other basis, that is available to
the additional insured when the b. While that part of the contract or
additional insured is also an additional agreement is in effect; and
insured under any other insurance.
C. Before the end of the policy period.
4. The following is added to Paragraph 8.
Transfer Of Rights Of Recovery Against All other terms of your policy remain the same.
Others To Us in COMMERCIAL
GENERAL_ LIABILITY CONDITIONS
(Section IV):
We waive any rights of recovery we may
have against the additional insured shown
in the Schedule above because of
payments we make for "bodily injury",
"property damage" or "personal injury"
CG D3 82 09 06 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 2
Copyright,Insurance Services Office,Inc., 1988