HomeMy WebLinkAbout4.518 Original Contract
</.518
CONTRACT
BETWEEN THE
THE CITY OF PORT ANGELES
AND
S & B INC.
FOR WASTEWATER UTILITY SCADA SYSTEM UPGRADES
PROJECT 06-20
THIS CONTRACT is made and entered into this lbt:A-dayof ,
2006, by and between THE CITY OF PORT ANGELES, a non-charter ode city of the State of
Washington, (hereinafter called the "CITY") and S & B Inc., a Washington Corporation
(hereinafter called the "CONTRACTOR").
WHEREAS, the CITY desires to continue the development and implementation of a
Supervisory Control And Data Acquisition (SCADA) System to assist in monitoring and
controlling the City's Wastewater System, and
WHEREAS, the CITY desires to engage the professional services and assistance of a
qualified firm to perform the scope of work as detailed in Exhibit A, and
WHEREAS, the City's Wastewater Treatment Plant has been using a proprietary SCADA
system designed, installed and maintained by the CONTRACTOR since 2002, and the
CONTRACTOR is the best source for the equipment and services covered by this contract,
and
WHEREAS, this contract is made under authority of RCW 70.95A, which allows for exceptions
to Washington State bidding requirements for pollution control facilities, and
WHEREAS, the CONTRACTOR represents that it has the background, experience, and ability
to perform the required work in accordance with the standards of the profession, and
WHEREAS, the CONTRACTOR represents that it will provide qualified personnel and
appropriate facilities necessary to accomplish the work;
NOW, THEREFORE, in consideration of the above representations and the terms, conditions,
covenants and agreements set forth below, the parties hereto agree as follows:
I. SCOPE OF WORK
The scope of professional services to be performed and the results to be achieved by the
CONTRACTOR shall be as detailed in the attached Exhibit A and shall include all services and
material necessary to accomplish the work.
The CITY may review the CONTRACTOR'S work product, and if it is not satisfactory, the
CONTRACTOR shall make such changes as may be required by the CITY. Such changes
shall not constitute "Extra Work" as related in Section XI of this Contract.
The CONTRACTOR agrees that all services performed under this Contract shall be in
accordance with the standards of the profession and in compliance with applicable federal,
Project 06-20, March 2006
Page 1 of 7
state and local laws.
The Scope of Work may be amended upon written approval of both parties.
II. OWNERSHIP OF DOCUMENTS
Upon completion of the work, all documents, exhibits, photographic negatives, or other
presentations of the work shall (except as applicable in Section XVII below) become the
property of the CITY for use without restriction and without representation as to suitability for
reuse by any other party unless specifically verified or adapted by the CONTRACTOR.
However, any alteration or reuse of the documents, by the City or by others acting through or
on behalf of the City, will be at the City's sole risk.
III. DESIGNATION OF REPRESENTATIVES
Each party shall designate its representatives in writing. The CONTRACTOR'S representative
shall be subject to the approval of the CITY.
IV. TIME OF PERFORMANCE
The CONTRACTOR may begin work upon execution of this Contract by both parties. The
time of performance (performance period) for the Contract is 90 days from the date of award.
V. PAYMENT
The CITY shall pay the CONTRACTOR as set forth in this section of the Contract. Such
payment shall be full compensation for work performed, services rendered, and all labor,
materials, supplies, equipment and incidentals necessary to complete the work.
A. The CONTRACTOR shall submit invoices to the CITY on a monthly basis. Invoices shall
indicate the specific task or activity in the Scope of Work to which the costs are related.
B. The CITY shall review the invoices and make payment for the percentage of the project
that has been completed less the amounts previously paid.
C. The CONTRACTOR invoices are due and payable within 30 days of receipt. In the event
of a disputed billing, only the disputed portion will be withheld from payment.
D. Final payment for the balance due to the CONTRACTOR will be made upon the
completion of the work and acceptance by the CITY.
E. Payment for "Extra Work" performed under Section XI of this Contract shall be as agreed
to by the parties in writing.
VI. MAXIMUM COMPENSATION
Unless otherwise agreed to in writing by both parties, the CONTRACTOR'S total
compensation and reimbursement under this Contract, including labor, direct non-salary
reimbursable costs and outside services, shall not exceed the maximum sum of $15,378.01,
which includes the applicable Washington State sales tax.
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VII. EMPLOYMENT
Employees of the CONTRACTOR, while engaged in the performance of any work or services
under this Contract, shall be considered employees of the CONTRACTOR only and not of the
CITY, and claims that may arise under the Workman's Compensation Act on behalf of said
employees while so engaged, and any and all claims made by a third party as a consequence
of any negligent act or omission on the part of the CONTRACTOR'S employees while so
engaged, on any of the work or services provided to be rendered herein, shall be the sole
obligation and responsibility of the CONTRACTOR.
In performing this Contract, the CONTRACTOR shall not employ or contract with any CITY
employee without the City's written consent.
VIII. NONDISCRIMINATION
The CONTRACTOR shall conduct its business in a manner which assures fair, equal and
nondiscriminatory treatment of all persons, without respect to race, creed, color, sex, Vietnam
era veteran status, disabled veteran condition, physical or mental handicap, or national origin,
and, in particular:
A. The CONTRACTOR will maintain open hiring and employment practices and will welcome
applications for employment in all positions from qualified individuals who are members of
the above-stated minorities.
B. The CONTRACTOR will comply strictly with all requirements of applicable federal, state or
local laws or regulations issued pursuant thereto, relating to the establishment of
nondiscriminatory requirements in hiring and employment practices and assuring the
service of all patrons and customers without discrimination with respect to the above-
stated minority status.
IX. SUBCONTRACTS
A. Except for electrical work, the CONTRACTOR shall not sublet or assign any of the work
covered by this Contract without the written consent of the CITY.
B. In all solicitation either by competitive bidding or negotiation made by the CONTRACTOR
for work to be performed pursuant to a subcontract, including procurement of materials
and equipment, each potential subcontractor or supplier shall be notified by the
CONTRACTOR of CONTRACTOR's obligations under this Contract, including the
nondiscrimination requirements.
x. CHANGES IN WORK
Other than changes directed by the CITY as set forth in Section I above, either party may
request changes in the scope of work. Such changes shall not become part of this Contract
unless and until mutually agreed upon and incorporated herein by written amendments to this
Contract executed by both parties.
XI. EXTRA WORK
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The CITY may desire to have the CONTRACTOR perform work or render services in
connection with this project, in addition to the Scope of Work set forth in Exhibit A and minor
revisions to satisfactorily completed work. Such work shall be considered as "Extra Work" and
shall be addressed in a written supplement to this Contract. The CITY shall not be
responsible for paying for such extra work unless and until the written supplement is executed
by both parties.
XII. TERMINATION OF CONTRACT
A. The CITY may terminate this Contract at any time upon not less than ten (10) days written
notice to the CONTRACTOR. Written notice will be by certified mail sent to the
CONTRACTOR's designated representative at the address provided by the
CONTRACTOR. Mutually agreed-upon compensation for work already completed and
reasonable costs incurred shall be made to the CONTRACTOR by the CITY.
B. In the event this Contract is terminated prior to the completion of the work, a final payment
shall be made to the CONTRACTOR, which, when added to any payments previously
made, shall compensate the CONTRACTOR for the amount of work completed.
C. In the event this Contract is terminated prior to completion of the work, documents that are
the property of the CITY pursuant to Section II above, shall be delivered to and received
by the CITY prior to transmittal of final payment to the CONTRACTOR.
XIII. INDEMNIFICATION/HOLD HARMLESS
A. The CONTRACTOR shall defend, indemnify, and hold harmless the City, its officers,
officials, employees, and volunteers against and from any and all claims, injuries,
damages, losses, or lawsuits, including attorney fees, arising out of or in connection with
the performance of this Contract, except for injuries and damages caused by the sole
negligence of the CITY. It is further provided that no liability shall attach to the CITY by
reason of entering into this Contract, except as expressly provided herein.
B. Should a court of competent jurisdiction determine that this Contract is subject to RCW
4.24.115, then, in the event of liability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the
CONTRACTOR and the CITY, its officers, officials, employees, and volunteers, the
CONTRACTOR's liability hereunder shall be only to the extent of the CONTRACTOR's
negligence. It is further specifically and expressly understood that the indemnification
provided herein constitutes the CONTRACTOR's waiver of immunity under Industrial
Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has
been mutually negotiated by the parties. The provisions of this section shall survive the
expiration or termination of this Contract.
XIV. INSURANCE
The CONTRACTOR shall procure and maintain for the duration of the Contract, insurance
against claims for injuries to persons or damage to property which may arise from or in
connection with the performance of the work hereunder by the CONTRACTOR, their agents,
representatives, employees or subcontractors. Failure by the CONTRACTOR to maintain the
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insurance as required shall constitute a material breach of contract upon which the CITY may,
after giving five working days notice to the CONTRACTOR to correct the breach, immediately
terminate the Contract or at its discretion, procure or renew such insurance and pay any and
all premiums in connection therewith, with any sums so expended to be repaid to the CITY on
demand, or at the sole discretion of the CITY, off set against funds due the CONTRACTOR
from the CITY.
A. Minimum Scope of Insurance
The CONTRACTOR shall obtain insurance of the types described below:
1. Automobile Liability insurance covering all owned, non-owned, hired and leased
vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01
or a substitute form providing equivalent liability coverage. If necessary, the policy shall
be endorsed to provide contractual liability coverage.
2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00
01 and shall cover liability arising from premises, operations, independent contractors,
products-completed operations, personal injury and advertising injury, and liability
assumed under an insured Contract. The Commercial General Liability insurance shall
be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11
85. There shall be no endorsement or modification of the Commercial General Liability
insurance for liability arising from explosion, collapse or underground property damage.
The CITY shall be named as an insured under the S=s Commercial General Liability
insurance policy with respect to the work performed for the CITY using ISO additional
insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent
coverage.
3. Workers' Compensation coverage as required by the Industrial Insurance laws of the
State of Washington.
B. Minimum Amounts of Insurance
The CONTRACTOR shall maintain the following insurance limits:
1. Automobile Liability insurance with a m'inimum combined single limit for bodily injury
and property damage of $1 ,000,000 per accident.
2. Commercial General Liability insurance shall be written with limits no less than
$1,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000
products-completed operations aggregate limit.
C. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions for
Automobile Liability and Commercial General Liability insurance.
1. The CONTRACTOR's insurance coverage shall be primary insurance as respect the
CITY. Any Insurance, self-insurance, or insurance pool coverage maintained by the
CITY shall be excess of the CONTRACTOR's insurance and shall not contribute with
it.
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2. The CONTRACTOR's insurance shall be endorsed to state that coverage shall not be
cancelled by either party, except after thirty (30) days prior written notice by certified
mail, return receipt requested, has been given to the CITY.
D. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII.
E. Verification of Coverage
The CONTRACTOR shall furnish the CITY with original certificates and a copy of the
amendatory endorsements, including but not necessarily limited to the additional insured
endorsement, evidencing the insurance requirements of the CONTRACTOR before
commencement of the work.
F. Subcontractors
The CONTRACTOR shall include all subcontractors as insureds under its policies or shall
furnish separate certificates and endorsements for each subcontractor. All coverages for
subcontractors shall be subject to all of the same insurance requirements as stated herein for
the CONTRACTOR.
xv. APPLICABLE LAW
This Contract shall be construed and interpreted in accordance with the laws of the State of
Washington, and in the event of dispute the venue of any litigation brought hereunder shall be
Clallam County.
XVI. SUPPLEMENTAL TERMS
The supplemental terms set forth in the attached Exhibit B are hereby incorporated in and
made part of this Contract, except that in case of conflict with any Section of this Contract, that
Section shall have precedence over the conflicting part of Exhibit B.
XVII. SOFTWARE AND LICENSING AGREEMENT
All software is provided by the CONTRACTOR under a non-transferable, on-exclusive license
for the CITY's use, as set forth in the attached Exhibit C. A designated representative of the
CITY will sign the End-User License Agreement upon accepting the CONTRACTOR'S
software documentation and using the software provided. All software and documentation are
copyrighted by the CONTRACTOR and no copies of the software or documentation may be
made except for CITY use as a "backup" copy, or as required or allowed by law.
XVIII. EXHIBITS AND SIGNATURES
This Contract, including its exhibits, constitutes the entire Contract, supersedes all prior written
or oral understandings, and may only be changed by a written amendment executed by both
parties. The following exhibits are hereby made a part of this Contract:
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Exhibit A - Scope of Work
Exhibit B - S & B's General Terms and Conditions
Exhibit C - Software and Licensing Agreement
In WITNESS THEREOF, the parties hereto have executed this Contract as of the day and
year first written above.
CONTRACTOR S&B Inc.
~~ ~~-.:iL ~?:
James E. Swanson II, P.E.
Vice President
TITLE:
APPROVED AS TO FORM:
,1/~
WILLIAM BLOOR, CITY ATTORNEY
ATTEST:
AI"~ )dfti.JA
BECKY U N, ITY C ERK
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S & B inc. 13200 SE 30th Street, Bellevue, WA 98005 (425) 644-1700 FAX (425) 746-9312
Date: March 3,2006
EXHIBIT A
To:
Attention:
C1ty of Port Angeles WWTP
Jeff Young
Phone: (360) 417-4845
Fax: (360)417-4841
EmaIl: wwtp@ci.port-angeles.wa.us
Quotation # 030106bJES
Prepared by: J1m Swanson, Vice Pres1dent
QuotatlOn Vahd: 90 Days
FreIght Terms:
F.O.B. Pomt:
ShIpment:
Included
WWTP
As Noted Below
Reference:
Replacement Magnehc Induction Flowmeters.
RevIsed per your emall dated 3/2/06.
Weare pleased to present the followmg flow measurement eqUlpment for your conslderatlOn and action.
Product Quotation:
Quantity
I
Model & Description
3" SIemens Model 5100W Magflo Meter with 120 Vac powered. Integral Mount Model 5000 Converter DIsplay
/ TransmItter Includes rubber Imer, 316 SS electrode material, 150# ANSI flanges, Lightmng ProtectIOn, 0.5%
accuracy specIficatIOn.
Note: Groundmg nng bUilt into flange of Magflo meter
4" Siemens Model 51 OOW Magflo Meter. Integral Mount Model 5000 Converter Display / Transmitter.
6" SIemens Model 5100W Magflo Meter Remote Mount Model 5000 Converter DIsplay / TransmItter.
Includes wall mount JunctIOn box
Two different cables are needed between the Magflo meter and converter. 15' length cables
Part No. OOlstcab (standard cable)
Part No. 001 spcab (empty pIpe detection cable)
One Set of black polymide cord gnps for the W5100 sensor to 5000 Converter Part No 083G0228
12" SIemens Model 5100W Magflo Meter Remote Mount Model 5000 Converter DIsplay / Transmitter.
Includes, wall mount JunctIOn box
Two different cables are needed between the Magflo meter and converter. 15' length cables
Part No OOlstcab (standard cable)
Part No OOlspcab (empty pIpe detection cable)
One Set of black polymlde cord gnps for the W51 00 sensor to 5000 Converter Part No. 083G0228
Start-up, trammg, system documentation, PNL2200 modIfications and software addItIOns to add flow total pulse
mputs.
Note All units are 120Vac powered Includes rubber lmer, 316 SS electrode material, 150# ANSI flanges,
IIghtmng protectIOn, 0 5% accuracy specificatIOn. Groundmg nng bUilt into flange of Magflo meter.
8 8% Sales Tax
Total Price:
Price
$ 1,975.10
$ 2,022 80
$ 2,599 60
$ 4,266 70
$ 3,270.00
$ 1,243.81
$ 15,378.01
Pnce quoted mcludes desIgn and startup related to the electromc sIgnal change from the existmg meters to the new magmeter
umts. The price includes lmtial adjustment and mstructmg the Owner's personnel on proper operahon and mamtenance of the
above meter.
Terms included by reference:
ThIS quotatlOn IS offered subject to the general terms and condltlOns pubhshed on our Form 977 dated February 2001. A copy
of thiS form IS avallable upon request.
Delivery:
Dehvery IS based on current lead hmes and on the longest lead hme of all eqUlpment quoted. Actual delivery may vary based
on the lead tImes m effect when the eqUlpment is released for production.
H \QUOTESIPort Angeles WWTP S,emensMeterquote 030106bJES doc
-.
EXHIBIT B
"
0.0
...
S & B ilic.
,
13200 SE 30th Street, Bellewe, WA 98005 (42S) 644-1700 FAX (425) 746-9312
GENERAL TERMS AND CONDmONS -INSTRUMENT SYSTEMS
"
I. SCOPE ".
lbe8e lamS IDd c:onditioos lIJlPly 10 die sale of all inslrUllleDt systaDS assembled by S&B Inc. (Seller) and 111I)' iDconsistent tamS 8Dd CODditions in Purc:baser's pun:base order
lInl DOl biDdiDs on Seller, unJess accepted, or these tenDS and c:ooditiOllS are modified by 8IJ authorized S&B IDe:. represeatative. '.
2. ACCEP'J'ANCE . '.
Pun:bIse mtas receMd fi'om Pun:haser do DOt bind Seller UDIess 8IXepled by an Officer of Seller, either by acknowledgment, writteo ~, promise 10 Ibip, or
sbipmeDt of die instrumerIt systems c:ommunicated to PurdIBscr. Ac:ceptaDc:e is expressly made c:onditiooal on Purchaser's BSSeIItlO Se1Ier's MIderiaI Terms 8Dd Ccmditioas
wbicb lInl edditiona1lO or dift'eraJl iom Pun:baser's tenDS, unless Se1Ier agrees olberwise in writing.
'.
II
3. PRICE AND PAYMENT
UuIess otbcnrise specified, quoled selling prices are FOB SeDer's factory or its supplier's shipping point, with might allowed to destiuatiOlllDdllnl subject 10 cbaDge if DOl
Ic:Cepled witbiD 30 days iom the quotation date. The quotatiOll may be withdrawn at any time prior to ac:c:eplIIDc:C or exteoded beyond 30 days. 1Dwic:es lInl due IDd payable
NET 30 days, unless otbcrwise spcc:ified. at the c:ompaoy offices at 13200 S.E. 30th Street, BelJevue, W A. 98005. Late Jl8YlII=t of invoices lInllUbjec:t 10 iIIlm'eSt. Inwicles
sbalI be IaICIa'ed acc:on:IiDg to Ibe followiDi sc:beduIe.
BeDduDark
Upcm notic:e from pun:baser!bat all drawings have been approved for fabric:atioD.
UJlOII nolic:e fiom SeDer !bat the iDstrument system is ready for factory tests.
1Jpoo nolic:e fiom SeDer tbat the iDstrumcnt system bas been shipped or tbat factory tests lInl c:omp1ete
8Dd equipmIlDt is being held for c:onvenience of c:ustomer.
Upcm notic:e of ac:c:eptaIIC'" fi'om Purchaser or 180 days from notic:e of shipmeut, wbic:bever oc:c:ura first.
". of Total PrIce
20%
Acklitiooal5O%
Additiona125%
FiDa1 S%
IfPun:baser defimIts ill any JlllYIIICIIl wbaJ due, SeDer may at its option, 8Dd in acklition 10 its remedies UDder die u.c.c. without iDcurrins any liability thereof 10 Purc:baser or
Purc:bascr'lI c:ustomers, dec:Jare all JlllYIIICIIlS for work c:omplcted immediately due 8Dd payable with iDaximum legal intereSt thereon fi'om due date IDd atop all further work 8Dd
shipmeDts lIIItil all JlBSt due Jl8YlII=ts have been made and/or require !bat any fur1her deliveries be paid for prior 10 shipment.
... ITEMS INCLUDED
The price quoted includes only Ibe iDslrumeDt system speCified, 8Dd does not iDc:1ude actual' iDstaDatioD,' ac:c:essory or associated materials SldI as wiring. piping. ete~ DOt
spec:ific:a11y iDc:1uded. Equipment prices quoted include installation informatiOll 8Dd stan-up assistance provided by the SeDer's field engiDeer or tec:tmic:ian. SlIcb servic:es will
be provided ill a mutually agreeable _ 8IJd time. SeDer wiD provide, upotI request, at Seller's establisbed current tales, an expaieDced Project EDgiDeer or Service
Tec:bniciaD 10 provide OIHite SIIpefiDteodeDc of the equipment installation. Responsibility for proper operation of equipment, if DOl installed by Seller or iDstalled ill
olC:COa~ with Seiler's iDstruc:ti0DS, rests eotirely with PurdJaser.
\ '.
s. TAXES
AIry federal, lIlate or Ioc:a1 sales, or use or other taxes IIJlPlicable to this transaction lInl DOt iDc:1uded in the price quoted. and unless a valid certificate of aemptioD is provided,
any such tax Iball be added 10 die price IDd is for the Pun:baser's lICCOIII1L
. .
6. SHIPMENTS AND DELIVERY
AIry sbipmeDt or delivay dates recited bereiD represent SeDer's best estimate. No liability, direct or iDdirect, is assumed by Seller for failure to ship or deliver 011 such data.
ID any event, deliveJ)' dates lInl based upOII the effective date of the cmtrac:l and prompt receipt by SeDer or all necessary informatioD 8Dd iDstructions fiom Pun:haser,
iDcluding approved submittal cIrawiIIgs. SeDer shall have the rigbt to make partial shipments, 8Dd invoices covering the same shall be due IDd payable by PuR:baser ill
ac:cordaDc:c with the payment tamS hereof.
ID the event !bat the iostrumeDt system specified herein is 10 be shipped outside the United States, Purchaser shall obtain all aec:essBI)' impon licenses IDd permits
required 10 clear the shipment for eotry into die foreign COUDtJy 8Dd pay all duties, lOlls and imports.
IfPurcbaser requests ~ of shipments or causes a delay ill shipment, the entire purchase price shall be due 8Dd payable UPOO DOtic:e from Sener tbat the
iDstrumcnt system is ready for slripment, 8Dd thereafter my storage, or other charge Seller incurs, shall be for Purchaser's account, iDcludiDg interest on any unpaid balance at
Ibe maximum legal rate. All claims for damage, delay or storage for FOB Seller's plant shall be made directly agamst the carrier of the PutdJIser. When shipments lInl FOB
destination, Purchaser shall inspecI the iDstrument system shipped and notify Seller of any damage or sbortage within 5 days of receipt. Failure to DOlify Sener shall c:onsti1ute
acc:ept8lJCe of Purchaser, relieving Seller of any liability for shipping damages or shortages.
7. RISK OF LOSS AND SECURITY INTEREST
Unless shipments of instrument systemS lInl made FOB destination, all risk ofloss or damage shall JlBSs to the Purchaser upon deliveJ)' to a canier for shipmenL Purchaser
shall protect and maintain SeDer's tide, iDcluding adequate insurance for Seller's benefit, and rigbt of repossession to the instrument system specified herein or in any c:b8Dae
order until the full purchase price has been paid in full and will DOt encumber or permit others to enc:wnber such systems by any security instruments.
Purchaser acknowledges that as security for payment of the purchase price, Seller will retain and Purchaser has granted, a security interest in all instnDDent systems
sold 10 Purchaser. Seller shall have all ofits rights and remedies as a Seller 8Dd 8 secured party under the U.C.C. or other appropriate law. No waiver by Sener or any default
shall constilUte a waIver of any subsequent or funher defaulL Seller may retain as liquidated damages any partial paymentsmade and may peaceably repossess the equipment
from the Purchaser's premises without prejudice to any further claims it may have. ID the event legal action be brought to enforc:e the provisions of any order ac:c:eptecl by it,
Seller shall be entitled to recover its court costs and reasonable attorney fees.
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8. WARRANTY '.
Seller wammts that for a period of ODe year after lest 8Dd acceplaDCe by the Purchaser, or 18 months fi'om dale of sbipmeot, wbicbever ocan finI, aD products assembIecI by
Seller shaD be free from defecIs in materiallllld workmanship. SeDer will at its sole option either repay the )lIUCbasc price, or repair or replace atalacatiall CD be ~ by
it, any product dcfcc:ts wbicb develop within such period IDldcr norma1 md proper me provided it m:cives prompt wrillcll DOtic:e of c1aimed W8II8IIl)' period. 'Ibis wmanty
shaD DOt apply CD any procb:Is altered or RpIliJed outside Seller's fac:tllIy or with other than SeDer's replaccmSJt parts, mess such repair - 8IIlbarized ill writiDg by SeDer,
or to products or pans IUbject 10 misUse, abuse, neglect or accident or damaged by improper installation or application. In DO evmt sball Sel1er be &able fcIr DOI1II8I_ and
lair, nor for any incidcDtal or c:onscqucntia1 damages due to inopcrabiJity of its products. The foregoq are SeDer's sole wammties and gUInIIleII, 8Dd aD aprcss or implied
wammties, inc1ucling all implied ~tics or mcn:hantability lIIId fitness for a partjcu1ar pwpose, which cxcccd the above obligation, are bereIry ........... by Seller..
,. CANCELLATION, SUSPENSJON AND DELAYS
After accep1aD<:e by Seller, Ibis c:onttacl sba11 DOl be subject to I:8DCCllatioD, suspension or delay. Orders may be canceDed oaly with ~ wriaea c:onseut and upon
payment of reasonable c:anc:e1lation charges, which sball include all costs incurred and work done pursuant 10 the contract to date of CllDCeIlatiCIa.lUIpCIIIioa or a delIy plus
reasonable ovabead and profit. AdditionaDy, all risks incident to and charges related to storage andfor ICSlIIIIplion of wmk, at SeIler'I ..... ,<< eJIewbae, IbaII be for
Pun:haser's sole acc:ouat.
10. LIMlTA'I10NOFUABRJTY .~
SeDer sba11 DOl be responsible or liable in any way for any failure 10 perform duC 10 Acts of God, tire or flood, serious explosions or 8l:CideaII, foreip or UDiled Stales
embargoes, war or rioIs, serious sbortagcs, UIIIV8i1abi1ity or signiticaDt price increases in commodities, materials or conlpODClltS, labor dispulm, iIIIenupIiaa of traIIIpOI'tlIIiOll,
loss of essential production services, acts of any U.s. or foreign govemmcnta1 authority, or by any other cwot beyond the reasooabJe: c:adrOl of Seller <<i1s 1Ubcoatnc:tols.
Seller sba11 DOt be liable to Pun:baser for any incidental or consequeotia1 damages for any reason whatsoever.
n. CHANGES AND BACKCBARGES
Any changes in or any additions 10 the scope of work berem dcscn'bed or initiated by the Purcbaser or resu1ting from any cin:umstaDces beyoDd Seller'. c:adrOllball be for the
eccount of and paid by the Purcbaser. Written change orders shall initiate changes, and sball be considered as individua1 modifications me! 1ba111IlIt delIy payment. 10 the
SeDer for the original Older.
Seller wiD DOt appIUYll or accept returns or backcbarges for labor, materia1s or otbcr costs iocurrcd by Purcbaser or others in modificatiaD << ""........Iervice or repeir of
SeDer fumisbed materials uo1ess such rctum or backc:barges are pUlSU8Dt 10 SeDer's wammty 8Dd ba~ beeo autborized in writing by an Ofticer of SeDer or by assigned
purcbase order or work requisition.
12. PROPRIETARYJNFORMA'I10N .
All infonnatiOll fumisbed by SeDer is suIlmiued solcly for Purcbaser's consideratiOll in c:onncction with Ibis job and shall be not be used by I'uR:Uaer DOl' disclosed 10 any
third party without SeDcr's written consent.
13. DRAWINGS AND DESIGN
All drawings, desaiptive matter, etc. submiued with this proposal are merc1y intended 10 give a general idea of the equipment descn'bed me!. set of chawinp may be supplied
for approval after acceptance. Seller reserves the right to change or modify the design and construction of my equipment in order 10 incorporate ......Uyewcots or 10 substitute
material equa110 or IUpCrior 10 tbat originally specified, and upon requesI, wiD assist with suggestions without liability for any resulting 1011<< daJDaae 10 Pun:buer.
14. SOFTWARE AND IJCENSE AGREEMENT
All software is provided under a JIOII-transfcrrable, DOIH:xclusive license for its use. The purchaser, and if different, the end-user, sbal1 be nquiIed CD sip Se11er's EDd-llser
License Agreement upon accepting SeDer's software documentation and using the software provided. AD software. and documentalioo ar:e C!JPYriIblDd by Seller and conlllin
valuable trade secrets. No copies of this software or documentatiOll may be made Cltcept as authorized UDder the terms of the license ~ The IOftw1ae and
documentation SIC warranted against fimctiona1 defects found during a period of one year after delivery. SeDcr's sole obligatiOll shall be 10 COrrect any sucb defect in a IIIlIDDCf
chosen by Seller ill ilS sole discretion. SeDer shall have no liability for any lost profits or direct, indirect, incidental, consequeotial, or other damages arising from use of the
software and doc:umentation or any associated banIware. .
15. NON-ASSIGNMENT
Purchaser sba11 not assign this c:ontract, nor my interest herein or rip bereunder, without the wrillcll consent of Seller and any attempted _I""'"'"" shall be widable at
SeDer's sole option. . . .
16. ENTIREAGREEMENT
The c:ontract expresses the entire agreement between the parties hereto and supersedes any previous communications, represen1atioos or agreements, whether oral or written,
and is DOt subject to modification except by a writing signed by 8Il authorized Officer of each party.
17. GOVERNlNGLAW
The contract sball be interpreted and governed by the law of the State of Washington, including but DOt limited to any dispute, controversy or c1aim arising out of the contracL
Fonn 977
Rev. Aug. 1992
\FORMS\FORM977.doc
EXHIBIT C
~~.
oeo
.
. , S & 'B inc.' 13200 SE 30th Street, Bellevue. WA 98005 (425) 644-1700 FAX (425) 746-9312
S&B END USER LICENSE AGREEMENT
ACCEPTING THIS DOCUMENTATION AND USING THE SOJ,i'TWARE PROVIDED
CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS.
S&B Inc. (S&B), the developer of this fully integrated Software Package, grants you a persoDBl, non-
transferabie, non-exclusive license to use the Software and Documentation enclosed in this package, but only
on the computerS on which it is originally installed, or if a computer malfunctions, then temporarily installed
on a back-up computer.
The Software and Documentation are copyrighted by S&B and contain valuable trade secrets of S&B.
You may not make any copies of the Software or Documentation, ~cept a necessary back-up copy; you
may not transfer the Software or Documentation or otherwise make it available to anyone else; and you may
not ~sassemble, decompile, update, revise or enhance the Software.
The Software and Documentation are warranted against functional defects found during a period of one
year after delivery. S&B's sole obligation shall be to correct any such defect in a manner so chosen by S&B .
at its sole discretion.
The media, on which the Software is recorded, shall be replaced without charge by S&B Inc., if the media
should prove defective within one year after delivery.
. .
This warranty (1) does not extend to defects arising from changes made to Software and the hardware with
which it is intended to operate, (2) will be rendered void by any evidence of tampering with the Software,
and (3) does not extend to any hardware components, subsystems peripherals, or other non-S&B developed
software, whether or not supplied by S&B. .
Except as provided above, the Software and Documentation are licensed to you (and any hardware
delivered by S&B is delivered to you) "AS IS" with the original manufacturer's warranty. S&B
DISCLAIMS ALL OTHER W ARRANTJES, EXPRESSED OR IMPLIED, INCLUDING ANY
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
S&B shall have DO liability for any lost profits or direct, indirect, incidental, consequential, or other damages
arising from the use of the Software or Documentation or any associated hardware.
ISSUED TO: CITY OF PORT ANGELES, W A
WARRANTY REGISTRATION NO.
EFFECTIVE:
Receipt of Documentation Acknowledged By:
Acknowledgement Date:
H:\FORMS\S&BEndUserLic.doc
ACORD.. CERTIFICA TE OF LIABILITY INSURANCE OP 10 l~ DATE (MMlDDIYYYY)
S&BIN-1 05/04/06
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONL Y AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Redmond General Insurance Agcy HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
PO Box 847 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Redmond WA 98073-0847
Phone: 425-885-2283 Fax:425-885-6631 INSURERS AFFORDING COVERAGE NAlC#
INSURED INSURER A Hartford Casualty InIurance Co 29424
INSURER B United Financial casualty
S & B Inc. INSURER C
13200'SE 30th st INSURER D
Bellevue WA 98005
INSURER E
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED NlOVE FOR n1E POLICY PERIOD INDICATED NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR On1ER DOCUMENT WITH RESPECT TO WHICH n1IS CERTIFICATE MAYBE ISSUED OR
MAY PERTAIN, n1E INSURANCE AFFORDED BY n1E POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL n1E TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
I'N"K ~~ TYPE OF INSURANCE POLICY NUMBER "15k!fET (MMlDDIYY) LIMITS
LTR DATE (MMlDDIYY)
GENERAL LIABILITY EACH OCCURRENCE $2,000,000
f--
A X ~ COMMERCIAL GENERAL LIABILITY 52SBAKM4976 07/01/05 07/01/06 PREM~ES (E';,~~~~~~ence) $300,000
f-- o CLAIMS MADE ~ OCCUR MED EXp (Anyone person) $ 10,000
~ WA stop Gap Incl PERSONAL & ADV INJURY $2,000,000
f-- GENERAL AGGREGATE $4,000,000
GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP/OP AGG $4,000,000
II POLICY n j~& n LOC
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
f-- $1,000,000
B ANY AUTO 08148018-0 07/01/05 07/01/06 (Ea aCCident)
f--
ALL OWNED AUTOS BODILY INJURY
f-- $
X SCHEDULED AUTOS (Per person)
f--
~ HIRED AUTOS BODILY INJURY
$
~ NON-OWNED AUTOS (Per aCCIdent)
f-- PROPERTY DAMAGE $
(Per aCCident)
GARAGE LIABILITY AUTO ONL Y - EAACCIDENT $
R ANY AUTO OTHER THAN EA ACC $
AUTO ONL Y AGG $
EXCESSIUMBRELLA LIABILITY EACH OCCURRENCE $
tJ OCCUR D CLAIMS MADE AGGREGATE $
$
~ DEDUCTIBLE $
RETENTION $ $
WORKERS COMPENSATION AND IrORY LIMITS I IUER
EMPLOYERS' LIABILITY
ANY PROPRIETORJPARTNERIEXECUTIVE E L EACH ACCIDENT $
OFFICER/MEMBER EXCLUDED? E L DISEASE - EA EMPLOYEE $
If yes, descnbe under
SPECIAL PROVISIONS below E L DISEASE - POLICY LIMIT $
OTHER
DESCRIPTION OF OPERATIONS J LOCATIONS J VEHICLES I EXCLUSIONS ADDEO BY ENDORSEMENT J SPECIAL PROVISIONS
Re: Operations of S&B, Inc./Stead & Associates w/respect to Wastewater
Utility SCADA system upgrades Proj #06-20. The city of Port Angeles, WA is
Additional Insured per form SSOO08 04/01 incl in Insured's Commercial
General Liab cov. Aggregate Limits Per Project applies per form SS0433 07/92
included in Insured's policy. *10 days for non-payment of premium.
CERTIFICATE HOLDER
CITYP02
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL *45 DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES
AUTHORIZED REPRESENT James T. Chambers
@ACORD CORPORATION 1988
City of Port Angeles
Attn: Stephen Sperr
PO Box 1150
Port Angeles WA 98362
ACORD 25 (2001/08)
I>
IMPORTANT
If the certificate holder IS an ADDITIONAL INSURED, the pollcY(les) must be endorsed A statement
on this certificate does not confer nghts 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 nghts 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), authonzed 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)