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HomeMy WebLinkAbout4.305 Original ContractCONTRACT BETWEEN THE THE CITY OF PORT ANGELES AND S &B INC. FOR A WATER UTILITY SCADA SYSTEM PHASE 2 Y. 30 THIS CONTRACT is made and entered into this 1st day of October 2001, by and between THE CITY OF PORT ANGELES, a non charter code 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 Water 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 Council has passed a Resolution designating S &B Inc. as the sole source for the design, acquisition, and installation of additional SCADA System facilities for the CITY's Water System and declaring an exception to normal bidding requirements, 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, state and local laws. The Scope of Work may be amended upon written approval of both parties. City of Port Angeles September 2001 Page 1 of 7 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 work shall be completed in accordance with the schedule set forth in the attached Exhibit B. The time of performance (performance period) for the Contract is 120 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 $43,810.00, not including applicable Washington State sales tax for the City of Port Angeles (8.2 City of Port Angeles September 2001 Page 2 of 7 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. City of Port Angeles September 2001 Page 3 of 7 XI. EXTRA WORK 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 City of Port Angeles September 2001 Page 4 of 7 connection with the performance of the work hereunder by the CONTRACTOR, their agents, representatives, employees or subcontractors. Failure by the CONTRACTOR to maintain the 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 minimum 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. City of Port Angeles September 2001 Page 5 of 7 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. 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 C 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 C. 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 D. 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. City of Port Angeles September 2001 Page 6 of 7 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: Exhibit A Scope of Work Exhibit B Schedule for the Work Exhibit C S B's General Terms and Conditions Exhibit D Software and Licensing Agreement In WITNESS THEREOF, the parties hereto have executed this Contract as of the day and year first written above. CITY OF PORT ANGELES G//7/il/ KIAi/OR CONTRACTOR James E. Swanson, II TITLE: Vice President APPROVED AS TO FORM: CRAIG KNSON, CITY ATTORNEY ATTEST: BECKY 014 CITY GfLERK rr, PE N. \PROJECTS121 -22 SCADA Phase 21S &8contractph2 wpd City of Port Angeles September 2001 Page 7 of 7 SCADA PHASE 2 EXHIBIT A SCOPE OF WORK 1. CONTRACTOR to design, furnish and startup one new S &B 6000 -P4 RTU and associated components, as illustrated on the attached block diagram (Sheet 10) for the Jones Street Reservoir site. The RTU will incorporate a Koyo 450 PLC. The CITY will install the equipment and S &B will provide instructions, assist with final electrical connections and start up the system, which includes integration with the existing SCADA System and Master Unit at the Corp Yard. 2. CONTRACTOR to design, furnish and startup one new S &B 6000 -P4 RTU and associated components, as illustrated on the attached block diagram (Sheet 11) for the "E" Street Reservoir site. The RTU will incorporate a Koyo 450 PLC. The CITY will install the equipment and S &B will provide instructions, assist with final electrical connections and start up the system, which includes integration with the existing SCADA System and Master Unit at the Corp Yard. 3. CONTRACTOR to design, furnish and startup one new S &B 6000 -P4 RTU and associated components, as illustrated on the attached block diagram (Sheet 12) for the Elwha Emergency Valve site. The RTU will incorporate a Koyo 450 PLC £a_ fo t MaG Unit The CITY will install the equipment and S &B will provide instructions, assist with final electrical connections and start up the system, which includes integration with the existing SCADA System and Master Unit at the Corp Yard. 4. CONTRACTOR to prepare and submit to Qwest Telecommunications the technical order for phone service and monthly billing to the City for the two reservoir sites and Elwha Emergency Valve site. The CITY will pay to Qwest the phone service installation cost and monthly fees. 5. CONTRACTOR to make all modifications and additions at the Master Unit to integrate the three new sites into the SCADA System. 6. CONTRACTOR to provide one 8 -hour day of operator instruction and training, including provision of operation and maintenance (O &M) manuals as necessary. 7. CONTRACTOR to provide the following software additions to the Elwha Ranney Collector site: A. Enable turn off of the pumps on a low chlorine residual alarm (with a sufficient delay). B. Enable turn off of the pumps on a high -high discharge pressure, with an operator adjustable setting (as a back -up to existing pressure switches). C. Add intrusion alarm to site, including an "on/off' switch and a limit switch for the door. D. Enable transfer of alarms from the MTU. Currently, if the "alarm disable transfer" is set at the Elwha Ranney Collector, the operator must go back to the site to enable the transfer of alarms. 120 VAC RESERVOIR FLOAT SWITCH THOMAS 4600 A W &T MICRO 2000 OUTLET FLOW ALLEN BRADLEY o A 800H- FRXJT6A1 W ALLEN BRADLEY oao 8 802T CL2 TANK LEAK THOMAS 4600 ABB RECORDER C1912 [TOTAL( LMI PUMP KOSO 510 SEISMIC SWITCH A 120 VAC 2 ABB 624 J CT) N- 4 -20 MADC 4 -20 MADC 4 -20 MADC ff— --iI RO S &B MODEL 6000 RT 10 01 NEMA 12 30x24x12 8& JONES STREET REMOTE OVERFLOW LEVEL SEND HELP HYPOCHLORITE LEAK INTRUSION AIR TEMPERATURE CL2 RESIDUAL FLOW RATE FLOW TOTAL CL2 FEED CONTROL EARTHQUAKE ALARM 24 VDC T HEATER -'11111.111. SYSTEM ACTIVE POWER ON X WX ---9 wx 9 WX WX X Y -3 WX PLC I/O PLC 24 VDC POWER SUPPLY CHARGER MODEM H BA1TERY BATTERYI S &B i -U 1092 -04 .98448S -0471 OIM I THERMOSTAT TELCO EXCHANGE S &B TNIS 8000 /MODEM -24 VDC HEADQUARTERS EXISTING OR NOT INCLUDED IN CONTRACT PRICE A FUTURE CAPABILITY AT RTU INTERFACE WIRF TYPE SPFC,EICATIONS DENOTES 2 SINGLE CONDUCTOR. MIN 14 GA. THHN OR EQUAL DENOTES SHIELDED PAIR CABLE. 18 GA. BELDEN 8760 OR EQUAL REUSE OF DOCUMENT I Thee document contoine information, ideas and desgnJ propnetary to S&B me This moy not be reproduced in any form without written consent of S&B inc Copyright 2001 S&13 mc. FILE: 17596-001-10 LAST 05/23/01 MODIFIED 3.20 PM BLOCK DIAGRAM JONES STREET RESERVIOR cTl MODULE PLC I/O REV 1 REVISION DESCRIPTION 1 APP I DATE DRWN I JRB 15 -23 -011 Asua 1 1 1 ENCR I 1 1 SCALE O O SdcB System Specialists PROJECT s g 1a2oo sc aofn St CITY OF PORT ANGELES. WA Sea inc. (x25)644 -1pO Far (425)746 -9312 TITLE DRAWING NUMBER D 1 17596 1 01 110or121 SIZE I JOB NUMBER 1 KEY 1 SHEET I REV 120 VAC n OUTLET FLOW RESERVOIR W &T MICRO 2000 FLOAT SWITCH THOMAS 4600 ALLEN BRADLEY o 0_ 6 800H- FRXJT6A1 CL2 TANK LEAK THOMAS 0 4600 ALLEN BRADLEY 802T ABB RECORDER C1912 ICE ;TOTAL; 8 ABB 624 120 VAC G� 2 KOSO 510 SEISMIC SWITCH P I 4 -20 MADC Y 4 -20 MADC 4 -20 MADC ♦r /A RO LMI PUMP e -H H- l NEMA 12 30x24x12 S &B MODEL 6000 -P RTU 10 01 8D THERMOSTAT OVERFLOW LEVEL SEND HELP HYPOCHLORITE LEAK INTRUSION AIR TEMPERATURE CL2 RESIDUAL FLOW RATE FLOW TOTAL CL2 FEED CONTROL EARTHQUAKE ALARM 24 VDC T "F" STREET RFMOTF HE E A TER ULIUn�" POWER ON X WX X X X SYSTEM ACTIVE x WX WX WX Y PLC [/0 WX PLC 24 VDC POWER SUPPLY CHARGER \MODEM �BATTERY1 BATTERY1 S &B I LPU 1092 -04 OIM J TELCO EXCHANGE EXISTING OR NOT INCLUDED IN CONTRACT PRICE 8 FUTURE CAPABILITY AT RTU INTERFACE WIRE TYPE SPECIFICATIONS —f� S &B TNIS 8000 5 24 VDC HEADOUARTERS DENOTES 2 SINGLE CONDUCTOR. MIN 14 GA. THHN OR EQUAL DENOTES SHIELDED PAIR CABLE. 18 GA. BELDEN 8760 OR EQUAL REUSE OF DOCUMENT Thie document contoina information. ideas and designs propnetary to S&B inc. This moy not be reproduced m ony form without written consent of S&B inc Copyright 2001 S&B inc. I FILE: 17596-001-11 LAST 05/23/01 MODIFIED 3. 1 PM REV I REVISION DESCRIPTION DRWN I JRB 15-23-011 ASMB 1 1 1 ENGR 1 1 1 SCALE S&B System Specialists PROJECT 13200 SE 30th 0th St CITY OF PORT ANGELES, WA 9ell 7hington 9!!003 S&B inc. (425)644 -11700 For (425)746 -9312 TITLE BLOCK DIAGRAM "E" STREET RESERVIOR CTI MODULE PLC I/O 1 APP 1 DATE 1 DRAWING NUMBER 1 D 1 17596 101 111 1 SIZE I JOB NUMBER I KEY I SHEET I REV CONTROL VAI VE VAULT UNE PRESSURE EXISTING BUTTERFLY VALVE AIR TANK 2 -1 CYLINDER THOMAS 4600 ABB 624 70 iE Op* PSWWW 3E PSW 41' ALLEN BRADLEY VAULT /DOOR SW 802T FLOAT SWITCH 120 VAC .7 14 -20 mADC L P CLOSE y "E.,4-- S&B MODEL 6000 -P& RTU NEMA 12 30x24x12 HOAA +LY` ON ,(OFF o c AIR TEMPERATURE VALVE INLET PRESSURE I 5A I 1 �O 01 OUTLET THERMOSTAT REMOTFS INLET HIGH PRESSURE CUTOFF X OVERRIDE CLOSE VALVE CLOSED LOW AIR PRESSURE INTRUSION SYSTEM ACTIVE X X X FLOOD X X WX POWER ON 24 VDC HEATER -111.111- PLC WX Y X PLC 24 VDC POWER BATIEII SUPPLY CHARGER BA TTERY I \MODEM) 1092 -04 LPu; I OIM TELCO EXCHANGE I S &B I 8000 TNIS HEADOUARTERS n MODEM y 1 24VDC PLC I/O Cn MODULE EQUIPMENT NOT INCLUDED IN COST ESTIMATE FUTURE CAPABIUTY AT RTU INTERFACE WIRE TYPE SPECIFICATION$ --11 DENOTES 2 SINGLE CONDUCTOR, MIN. 14-ga. THHN OR EOUAL DENOTES SHEILDED PAIR. CABLE. 18ga. BELDEN 8760 OR EQUAL. REUSE OF DOCUMENT 1 REV 1 REVISION DESCRIPTION This document contains IyN 1 JRB S 15 OtI Sam AsMB peciaiie infomohn, ideas propnretor on to S&B inc. O p .�cB yt e SLa Thrs may not be reprod uced design r� 13200 S. JOU, St m ony form vnthout 9etbvue. WoshIngton 9800.5 written consent of S&B inc. J&D inc- (425)6 F or• (425)746 -9312 Copynaht 2001 S &B n.. TRLE FILE: 17596-001-12 LAST 05/23/01 MODIFIED 3.21 PM BLOCK DIAGRAM ELWAH CONTROL VALVE 1 APP 1 DATE I ENGR 1 I SCALE PROJECT CITTY OF PORT ANGELES, WA DRAWING NUMBER 1 D 1 17596 101 112 0 r 1 21 1 SIZE I JOB NUMBER I KEY I SHEET I REV SCADA PHASE 2 EXHIBIT B SCHEDULE FOR THE WORK A detailed Schedule for the Work to be completed under this Contract will be submitted by the CONTRACTOR before work is to begin. SCADA PHASE 2 EXHIBIT C S B's GENERAL TERMS AND CONDITIONS Similar to those in the SCADA Phase 1 Contract. To be submitted by S &B before execution of Contract. o•o S B inc. 13200 S.E. 30th St., Bellevue, Washington 98005 (425) 644 -1700 FAX (425) 746 -9312 GENERAL TERMS AND CONDITIONS INSTRUMENT /CONTROL SYSTEMS 1. SCOPE These terms and conditions apply to the sale of all instrument/control (I/C) systems assembled by S &B Inc. (Seller) and any inconsistent terms and conditions in Purchaser's purchase order are not binding on Seller, unless accepted, or these terms and conditions are modified by an authorized S &B Inc representative. 2. ACCEPTANCE Purchase orders received from Purchaser do not bind Seller unless accepted by an Officer of Seller, either by acknowledgment, written acceptance, promise to ship, or shipment of the I/C systems communicated to Purchaser Acceptance is expressly made conditional on Purchaser's assent to Seller's Material Terms and Conditions, which are additional to or different from Purchaser's terms, unless Seller agrees otherwise in writing 3. PRICE AND PAYMENT Unless otherwise specified, quoted selling prices are FOB Seller's factory or its supplier's shipping point, with freight allowed to destination and are subject to change if not accepted within 30 days from the quotation date The quotation may be withdrawn at any time pnor to acceptance or extended beyond 30 days. Invoices are due and payable NET 30 days, unless otherwise specified, at the company offices at 13200 S.E. 30th Street, Bellevue, WA 98005 Late payment of invoices is subject to interest Invoices shall be rendered according to the following schedule. Benchmark of Total Price Upon notice from Seller that all drawings have been submitted for approval 20% Upon notice from Seller that the instrument system is ready for factory tests Additional 50% Upon notice from Seller that the instrument system has been shipped or that factory tests are complete Additional 25% and equipment is being held for convenience of customer Upon notice of acceptance from Purchaser or 180 days from notice of shipment, whichever occurs first Final 5% If Purchaser defaults in any payment when due, Seller may at its option, and in addition to its remedies under the U.0 C. without incumng any liability thereof to Purchaser or Purchaser's customers, declare all payments for work completed immediately due and payable with maximum legal interest thereon from due date and stop all further work and shipments until all past due payments have been made and/or require that any further delivenes be paid for prior to shipment. 4. ITEMS INCLUDED The price quoted includes only the IIC system specified, and does not include actual installation, accessory or associated materials such as winng, piping, etc not specifically included. Equipment pnces quoted include installation information and start-up assistance provided by the Seller's field engineer or technician. Such services will be provided m a mutually agreeable manner and time. Seller will provide, upon request, at Seller's established current rates, an expenenced Project Engineer or Service Technician to provide on -site supenntendence of the equipment installation Responsibility for proper operation of equipment, if not installed by Seller or installed in accordance with Seller's instructions, rests entirely with Purchaser 5. TAXES Any federal, state or local sales, or use or other taxes applicable to this transaction are not included in the pnce quoted, and unless a valid certificate of exemption is provided, any such tax shall be added to the price and is for the Purchaser's account. 6. SHIPMENTS AND DELIVERY Any shipment or delivery dates recited herein represent Seller's best estimate No liability, direct or indirect, is assumed by Seller for failure to ship or deliver on such dates In any event, delivery dates are based upon the effective date of the contract and prompt receipt by Seller of all necessary information and instructions from Purchaser, including approved submittal drawings Seller shall have the nght to make partial shipments, and invoices covering the same shall be due and payable by Purchaser in accordance with the payment terms hereof. In the event that the I/C system specified herein is to be shipped outside the United States, Purchaser shall obtain all necessary import licenses and permits required to clear the shipment for entry into the foreign country and pay all duties, tolls and imports If Purchaser requests postponement of shipments or causes a delay in shipment, the entire purchase price shall be due and payable upon notice from Seller that the I/C system is ready for shipment, and thereafter any storage, or other charge Seller incurs, shall be for Purchaser's account, including interest on any unpaid balance at the maximum legal rate All claims for damage, delay or storage for FOB Seller's plant shall be made directly against the caner of the Purchaser. When shipments are FOB destination, Purchaser shall inspect the I/C system shipped and notify Seller of any damage or shortage within 5 days of receipt Failure to notify Seller shall constitute acceptance of Purchaser, relieving Seller of any liability for shipping damages or shortages. 7. RISK OF LOSS AND SECURITY INTEREST Unless shipments of IIC systems are made FOB destination, all risk of loss or damage shall pass to the Purchaser upon delivery to a camer for shipment. Purchaser shall protect and maintain Seller's title, including adequate insurance for Seller's benefit, and nght of repossession to the I/C system specified herein or in any change order until the full purchase price has been paid in full and will not encumber or permit others to encumber such systems by any security instruments. Purchaser acknowledges that as secunty for payment of the purchase pnce, Seller will retain and Purchaser has granted, a secunty interest in all I/C systems sold to Purchaser Seller shall have all of its nghts and remedies as a Seller and a secured party under the U.C.0 or other appropnate law No waiver by Seller or any default shall constitute a waiver of any subsequent or further default Seller may retain as liquidated damages any partial payments made and may peaceably repossess the equipment from the Purchaser's premises without prejudice to any further claims it may have In the event legal action be brought to enforce the provisions of any order accepted by it, Seller shall be entitled to recover its court costs and reasonable attorney fees. TELEMETRY INSTRUMENTATION MANAGEMENT SYSTEMS 8. WARRANTY Seller warrants that for a penod of one year after test and acceptance by the Purchaser, or 18 months from date of shipment, whichever occurs first, all products assembled by Seller shall be free from defects in material 'and workmanship Seller will at its sole option either repay the purchase pnce, or repair or replace at a location to be designated by it, any product defects, which develop within such penod under normal and proper use, provided it receives prompt wntten notice of claimed warranty period This warranty shall not apply to any products altered or repaired outside Seller's factory or with other than Seller's replacement parts, unless such repair was authonzed in writing by Seller, or to products or parts subject to misuse, abuse, neglect or accident or damaged by improper installation or application In no event shall Seller be liable for normal wear and tear, nor for any incidental or consequential damages due to inoperability of its products The foregoing are Seller's sole warranties and guarantees, and all express or implied warranties, including all implied warranties or merchantability and fitness for a particular purpose, which exceed the above obligation, are hereby disclaimed by Seller. 9. CANCELLATION, SUSPENSION AND DELAYS After acceptance by Seller, this contract shall not be subject to cancellation, suspension or delay. Orders may be cancelled only with Seller's wntten consent and upon payment of reasonable cancellation charges, which shall include all costs incurred and work done pursuant to the contract to date of cancellation, suspension or a delay plus reasonable overhead and profit. Additionally, all nsks incident to and charges related to storage and /or resumption of work, at Seller's plant or elsewhere, shall be for Purchaser's sole account 10. LIMITATION OF LIABILITY Seller shall not be responsible or liable in any way for any failure to perform due to Acts of God, fire or flood, serious explosions or accidents, foreign or United States embargoes, war or riots, serious shortages, unavailability or significant price increases in commodities, materials or components, labor disputes, interruption of transportation, loss of essential production services, acts of any U S. or foreign govemmental authority, or by any other event beyond the reasonable control of Seller or its subcontractors. Seller shall not be liable to Purchaser for any incidental or consequential damages for any reason whatsoever 11. CHANGES AND BACKCIIARGES Any changes in or any additions to the scope of work herein descnbed or initiated by the Purchaser or resulting from any circumstances beyond Seller's control shall be for the account of and paid by the Purchaser. Wntten change orders shall initiate changes, and shall be considered as individual modifications and shall not delay payment to the Seller for the onginal order Seller will not approve or accept returns or backcharges for labor, matenals or other costs incurred by Purchaser or others in modification or adjustment, service or repair of Seller furnished materials unless such retum or backcharges are pursuant to Seller's warranty and have been authorized in wnting by an Officer of Seller or by assigned purchase order or work requisition. 12. PROPRIETARY INFORMATION All information furnished by Seller is submitted solely for Purchaser's consideration in connection with this job and shall be not be used by Purchaser nor disclosed to any third party without Seller's wntten consent. 13. DRAWINGS AND DESIGN All drawings, descriptive matter, etc. submitted with this proposal are merely intended to give a general idea of the equipment described and a set of drawings may be supplied for approval after acceptance Seller reserves the nght to change or modify the design and construction of any equipment in order to incorporate improvements or to substitute matenal equal to or supenor to that originally specified, and upon request, will assist with suggestions without liability for any resulting loss or damage to Purchaser 14. SOFTWARE AND LICENSE AGREEMENT All software is provided under a non transferable, non exclusive license for its use The purchaser, and if different, the end -user, shall be required to sign Seller's End -User License Agreement upon accepting Seller's software documentation and using the software provided. All software and documentation are copynghted by Seller and contain valuable trade secrets No copies of this software or documentation may be made except as authonzed under the terms of the license agreement except as required by law. The software and documentation are warranted against functional defects found dunng a penod of one year after delivery. Seller's sole obligation shall be to correct any such defect in a manner chosen by Seller in its sole discretion. Seller shall have no liability for any lost profits or direct, indirect, incidental, consequential, or other damages ansing from use of the software and documentation or any associated hardware. 15. NON ASSIGNMENT Purchaser shall not assign this contract, nor any interest herein or nghts hereunder, without the written consent of Seller and any attempted assignment shall be voidable at Seller's sole option 16. ENTIRE AGREEMENT The contract expresses the entire agreement between the parties hereto and supersedes any previous communications, representations or agreements, whether oral or wntten, and is not subject to modification except by a wnting signed by an authonzed Officer of each party 17. GOVERNING LAW The contract shall be interpreted and govemed by the laws of the State of Washington, including but not limited to any dispute, controversy or claim ansing out of the contract. Form 977 Rev. 2/01 SCADA PHASE 2 EXHIBIT D SOFTWARE AND LICENSING AGREEMENT Similar to those in the SCADA Phase 1 Contract. To be submitted by S &B before execution of Contract. o•o S B Inc. 13200 S.E. 30th St., Bellevue, Washington 98005 (425) 644 -1700 FAX (425) 746 9312 S &B END USER LICENSE AGREEMENT ACCEPTING THIS DOCUMENTATION AND USING THE SOFTWARE PROVIDED CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS. S &B Inc. (S &B), the developer of this fully integrated Software Package, grants you a personal, non- transferable, 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, except 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 disassemble, 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 WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. S &B shall have no 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, WA WARRANTY REGISTRATION NO. Receipt of Documentation Acknowledged By: Acknowledgement Date: EFFECTIVE: \Serverl \public\Admin\FORMS \S &BEndUserLic.doc TELEMETRY 1 INSTRUMENTATION 1 MANAGEMENT SYSTEMS THIS AGREEMENT is made and entered into this 15th day of June 1999, by and between THE CITY OF PORT ANGELES, a non charter code 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 develop and implement a Supervisory Control And Data Acquisition (SCADA) System to assist in monitoring and controlling the City's Water System, and WHEREAS, the CITY desires to engage the services and assistance of a qualified firm to perform the scope of work as detailed in Exhibit A, 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 CONTRACT BETWEEN THE THE CITY OF PORT ANGELES AND S&BINC. FOR A WATER UTILITY SCADA SYSTEM The scope of work 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 XII of this Agreement. The CONTRACTOR agrees that all services performed under this Agreement shall be in accordance with the standards of the profession and in compliance with applicable federal, 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 (except as applicable in Part III, Software and Licensing Agreement, below) shall 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 representative shall be subject to the approval of the CITY City of Port Angeles June, 1999 I 7. 30 5 IV TIME OF PERFORMANCE The CONTRACTOR may begin work upon execution of this Agreement by both parties. The work shall be completed in accordance with the schedule set forth in the attached Exhibit B. The CONTRACTOR shall not be held responsible for delays occasioned by factors beyond its control, which could not reasonably have been foreseen at the time of the execution of this Agreement PRICE AND 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. B The CONTRACTOR may submit invoices to the CITY up to once a month Invoices shall indicate the specific task(s) or activity(ies) in the Scope of Work to which the costs are related. C. The CITY shall review the invoices and make payment for the percentage of the project that has been completed less the amounts previously paid D 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 E The sum of the progress payments shall not exceed ninety -five (95 percent of the total fee herein and the remaining compensation will be paid to the CONTRACTOR as the final payment upon approval of the satisfactory completion of the work in accordance with all terms of the Agreement and scope of work, its acceptance by the City and the receipt by the City of the plans, reports and related documents. The City will notify the CONTRACTOR in writing within thirty (30) days of receipt of the work alleged to be unsatisfactory and provide sufficient detail to enable the CONTRACTOR to correct such work that is not in compliance with this Agreement. F Payment for "Extra Work" performed under Section XII of this Agreement 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 Agreement, including labor, direct non -salary reimbursable costs and outside services, shall not exceed the maximum sum of $91,100.00 not including applicable Washington State sales tax. VII INDEPENDENT CONTRACTOR A The CONTRACTOR is and shall be at all times during the term of this Agreement an independent contractor. B The CONTRACTOR will provide management, establish compensation of personnel, maintain payroll records, and provide payment for all of its personnel, including withholding of income taxes, payment of social security taxes, unemployment compensation (where applicable), and fringe benefits. The CONTRACTOR will maintain Accountability Records for a period of three years. C. Employees of the CONTRACTOR, while engaged in the performance of any work or services under this Agreement, 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. City of Port Angeles June, 1999 D In performing this Agreement, 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 non discriminatory treatment of all persons, without respect to race, creed or national origin, and, in particular. A The CONTRACTOR shall maintain open hiring and employment practices and will welcome applications for employment in all positions, from qualified individuals who are members of minorities protected by federal equal opportunity /affirmative action requirements; and, B. The CONTRACTOR shall comply with all requirements of applicable federal, state or local laws or regulations issued pursuant thereto, relating to the establishment of non discriminatory requirements in hiring and employment practices and assuring the service of all persons without discrimination as to any person's race, color, religion, sex, Vietnam or veterans's status, disabled veteran condition, physical or mental handicap, or national origin. IX SUBCONTRACTS A Except for electrical work, the CONTRACTOR shall not sublet or assign any of the work covered by this Agreement without the written consent of the CITY B The CONTRACTOR will be using the firms submitted with its proposal as subcontractors. Subcontractors other than those listed shall not be permitted without the written consent of the CITY. C. 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 Agreement, 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 Agreement unless and until mutually agreed upon and incorporated herein by written amendments to this Agreement executed by both parties. XI EXTRA WORK 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 Agreement. 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 AGREEMENT A The CITY may terminate this Agreement 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 consultant'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 Agreement 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 percentage of work completed. C In the event this Agreement is terminated prior to completion of the work, documents that are the property City of Port Angeles June, 1999 6 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 The CONTRACTOR agrees to indemnify the CITY from any claims, damages, losses, and costs, including, but not limited to, attorneys fees and litigation costs, arising out of claims by third parties for property damage and bodily injury, including death, caused solely by the negligence or willful misconduct of the CONTRACTOR, CONTRACTOR'S employees, affiliated corporations, officers, and subcontractors in connection with the work performed under this Agreement The CITY agrees to indemnify the CONTRACTOR from any claims, damages, losses, and costs, including, but not limited to, attorney's fees and litigation costs, arising out of claims by third parties for property damage and bodily injury, including death, caused solely by the negligence or willful misconduct of the CITY, CITY's employees, or agents in connection with the work performed under this Agreement. If the negligence or willful misconduct of both CONTRACTOR and CITY (or a person identified above for whom each is liable) is a cause of such damage or injury, the loss, cost, or expense shall be shared between the CONTRACTOR and the CITY in proportion to their relative degrees of negligence or willful misconduct and the right of indemnity shall apply for such proportion. Should a court of competent jurisdiction determine that this Agreement 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 Agreement. However, the CONTRACTOR expressly reserves its rights as a third person set forth in RCW 51.24.035. XIV INSURANCE The CONTRACTOR shall procure and maintain for the duration of the Agreement, 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, its agents, representatives, employees or subcontractors The CONTRACTOR shall provide a Certificate of Insurance evidencing: 1. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and, 2 Commercial General Liability insurance written on an occurrence basis with limits no Tess than $1,000,000 combined single limit per occurrence and $2,000,000 aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products /completed operations; broad form property damage, explosion, collapse and underground (XCU) if applicable; and employer's liability; and, Any payment of deductible or self insured retention shall be the sole responsibility of the CONTRACTOR The CITY shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the CONTRACTOR and a copy of the endorsement naming the CITY as additional insured shall be attached to the Certificate of Insurance. The CITY reserves the right to review a certified copy of all required insurance policies in the CONTRACTOR's office City of Port Angeles June, 1999 4 The CONTRACTOR'S insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurers liability The CONTRACTORS insurance shall be primary insurance as respects the CITY, and the CITY shall be given thirty (30) days prior written notice of any cancellation, suspension or material change in coverage. XV YEAR 2000 COMPLIANCE WARRANTY 1 The Supplier shall warrant that the equipment will be fault free in processing date and date related data including, but not limited to, all equipment, software, and other articles provided pursuant to the specifications. Fault free performance shall include the manipulation of data when dates are in the 20 or 21S centuries. 2. The CONTRACTOR shall also warrant that the CONTRACTOR'S own computer, administrative support, and necessary equipment for the CONTRACTOR'S business are year 2000 compliant, i.e. that the CONTRACTOR'S ability to perform this contract shall not be adversely impacted by service interruption due to the failure of software, hardware, and other equipment to perform date calculations in the year 2000 and beyond 3. Failure to comply with these year 2000 requirements shall entitle City to a refund of the purchase price and /or applicable contractural remedies, the selection of which remedy shall be at the Purchaser's sole discretion. XVI APPLICABLE LAW This Agreement 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 XVII COMPLIANCE WITH LAWS The CONTRACTOR will comply with all applicable state, federal and City laws and safety regulations XVIII RESERVATION OF RIGHTS Payment by the City or performance and acceptance of payment by the CONTRACTOR shall be not construed as waiver of any party's rights or remedies against the other. Failure to require full and timely performance of any provisions at any time shall not waive or reduce the right to insist upon complete and timely performance of such provision thereof. XVIV SEVERABILITY If any provisions of this Agreement are held invalid, the remainder of this Agreement shall not be affected thereby, provided that such remainder would then continue to serve the purposes and objectives of the contemplated project as determined by the City. XW APPROVALS AND NOTICES Whenever under this Agreement, City approval, authonzation, waiver, instructions or determination are required, they shall be effective only when given by the City's representative. XWI S B'S GENERAL TERMS AND CONDITIONS S B's General Terms and Conditions, attached hereto as Exhibit C, are hereby incorporated in and made a part of this Agreement, except that in the case of conflict with any provision of this Agreement, the other provision of this Agreement shall prevail over Exhibit C. XWII SOFTWARE AND LICENSING AGREEMENT City of Port Angeles June, 1999 All software is provided by the Contractor under a non transferrable, non exclusive license for the City's use, as set forth in attached Exhibit D. 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. XWIII EXHIBITS AND SIGNATURES This Agreement, including its exhibits, constitutes the entire Agreement, 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 Agreement. Exhibit A Scope of Work Exhibit B Schedule for the Work Exhibit C S B's General Terms and Conditions Exhibit D S B's End -User License Agreement IN WITNESS THEREOF, the parties hereto have executed this Agreement as of the day and year first written above. CITY OF PORT ANGELES: CI ex MAYOR V CONTRACTOR: c9-wan 26tat-el TITLE PAZdati APP ED AS TO FORM: ATTEST: V r r aaA.61,__CL CRAIG KNUTSON, CITY ATTORNEY A \SCADA CON City of Port Angeles June, 1999 b 44Nb(MX lit, C RK The following Scope of Work is intended to design and implement a SCADA System that will monitor and control critical aspects of the City's Community Water System. This will include the provision of the following: I. At the Ranney Collector S &B is to provide and install a Siemens 545 Remote Telemetric Unit (RTU) to operate, control and monitor the Ranney Well Pumps (2), Chlorine Feed Pumps (2) Residual Chlorine Meter, Turbidometer, and Pressure Gauges. An operator interface module shall be mounted in the panel, and will allow local viewing of all alarms, events and analog values generated at the site. The capability to program and download information from the RTU, either on site or remotely, will be provided. Also, the capability to control the well pumps and chlorine feed pumps both locally and remotely will be provided. A battery and charger will be provided for the RTU. In addition, the following commands, events /status points, alarm points, and analog data shall be incorporated in the system provided by S &B. All interfaces required between existing or new equipment and the RTU, including modem access to the Master Telemetric Unit (MTU) at the Corp Yard, will be provided and installed by S& B or its subcontractor. A. Commands to Site Pump 1 early start/stop Pump 2 early start/stop force Pump 1 on /off force Pump 2 on /off alternate pumps disable alternator B. Events /Status Points 10,000 gallon flow pulse Pump 1 in Auto Pump 1 Run Pump 2 in Auto Pump 2 Run Generator Run C. Alarm Points RTU trouble Power Fail Low Battery EXHIBIT A SCOPE OF WORK Cl Booster 1 in Auto Cl Booster 1 Run Cl Booster 2 in Auto Cl Booster 2 Run Cl Booster 3 in Auto Cl Booster 3 Run Pump 1 Fail Pump 1 Start Limited Pump 1 Pressure Fail Pump 2 Fail Pump 2 Start Limited Pump 2 Pressure Fail Chlorine Leak Alarm Storage Chlorine Leak Alarm Feed Rm. Generator Fail Phase Failure Low Water Warning Low Water Cutoff Surge Tank H/L Level Low Air Pressure Caisson Low Caisson High D. Analog Data Caisson Level current level and record level every 15 minutes* Flow Rate Pipeline Pressure Turbidity current level and record level every 15 minutes C1 Residual current level and record level every 15 minutes RTU Battery Voltage Pump 1 Run Hours Pump 1 Starts Pump 2 Run Hours Pump 2 Starts *Italicized requirements were not mentioned explicitly in S &B's proposal, but need to be included. (They may have been required in the RFP). II. At the Black Diamond Reservoir Pressure Low Pressure High Flow Low Flow High Chlorine Low Chlorine High Turbidity High Turbidity Very High Handshake Timeout Communication Checksum Fail Communication No Response S &B is to provide and install a Siemens 545 Remote Telemetric Unit (RTU) to monitor the reservoir level, flow, residual chlorine level, and other items, and communicate with the MTU via modem. A battery and charger will be provided for the RTU. An operator interface module shall be mounted in the panel, and will allow local viewing of all alarms, events and analog values generated at the site. The capability to program and download information from the RTU, either on site or remotely, will be provided. The capability to control a future liquid chlorine injection system will also be provided. In addition, the following events /status points, alarm points, and analog data shall be incorporated in the system provided by S &B. All interfaces required between existing or new equipment and the RTU, including modem access to the MTU at the Corp Yard, will be provided and installed by S& B or its subcontractor. A. Events /Status Points 1,000 Gallon Flow Pulse B. Alarm Points RTU Trouble Power Fail Low Battery Sodium Hypochlorite Leak Reservoir Low Reservoir High Flow Low Flow High Chlorine Low Chlorine High Turbidity High Turbidity Very High Handshake Timeout Communication Checksum Fail Communication No Response C. Analog Data Reservoir Level current level and record level every 15 minutes Flow Rate C1 Residual current level and record level every 15 minutes Flow Volume (or a totalizing of Flow Rate) current level and record level every 15 minutes III. At the Peabody Heights Reservoir and Mill Creek Pump Station S &B is to provide and install a Siemens 545 Remote Telemetric Unit (RTU) at this site, replacing an Allen Bradley 5/03 PLC that monitors and controls just the Pump Station. This RTU will monitor the reservoir level, flow, residual chlorine level and other levels, and communicate with the MTU via modem. It will also monitor and control the four pumps in the Mill Creek Pump Station. An operator interface module shall be mounted in the panel, and will allow local viewing of all alarms, events and analog values generated at the site. A battery and charger will be provided for the RTU. The capability to program and download information from the RTU, either on site or remotely, will be provided. The capability to control the liquid chlorine injection system in the future will also be provided. In addition, the following commands, events /status points, alarm points, and analog data shall be incorporated in the system provided by S &B. All interfaces required between existing or new equipment and the RTU, including modem access to the MTU at the Corp Yard, will be provided and installed by S& B or its subcontractor. A. Commands to Site Mill Creek (MC) Pump 1 early start/stop MC Pump 2 early start/stop MC Pump 3 early start/stop MC Pump 4 early start/stop Force MC Pump 1 On /Off Force MC Pump 2 On /Off Force MC Pump 3 On /Off Force MC Pump 4 On /Off Disable Alternator Alternate Pumps B. Events /Status Points Flow Pulse MC Pump 1 Auto MC Pump 1 Run MC Pump 2 Auto MC Pump 2 Run MC Pump 3 Auto C. Alarm Points RTU Trouble Power Fail Low Battery Setpoint Error MC Pump 1 Fail MC Pump 1 Start Limited MC Pump 2 Fail MC Pump 2 Start Limited MC Pump 3 Fail MC Pump 3 Start Limited MC Pump 4 Fail MC Pump 4 Start Limited Sodium Hypochlorite Leak Mill Creek Signal Fail Generator Fail MC Pump 3 Run MC Pump 4 Auto MC Pump 4 Run Generator Run 1,000 Gallon Flow Pulse Reservoir Low Reservoir High Pressure Low (MC Outlet) Pressure High (MC Outlet) Flow Low Flow High Chlorine Low Chlorine High Mill Creek Reservoir Low Mill Creek Reservoir High Handshake Timeout Comm. Checksum Fail Comm. No Response D. Analog Data Reservoir Level current level and record level every 15 minutes Flow Rate Peabody Heights Reservoir Inlet current record Flow Rate Peabody Heights Reservoir Outlet current record Flow Rate Mill Creek Pump Station Outlet current record Pipeline Pressure (MC Outlet) Cl Residual current level and record level every 15 minutes RTU Battery Voltage Mill Creek Reservoir Level MC Pump 1 Run Hours MC Pump 1 Starts MC Pump 2 Run Hours MC Pump 2 Starts MC Pump 3 Run Hours MC Pump 3 Starts MC Pump 4 Run Hours MC Pump 4 Starts IV. At the Corp Yard S &B is to provide and install a Siemens 545 Master Telemetric Unit (MTU) at this site, including multiple programmable communication modules, Be11202 modems, a TNIS unit, an uninterruptible power source (UPS) for back -up power, and a serial link to a graphical user interface (GUI) computer system running Siemens WinCC. This system will provide the platform for alarm processing, communication and control of remote facilities. Alarm processing, communication and control will normally occur through the GUI, but will also be possible through an operator interface module on the MTU in case of temporary loss of the GUI. The GUI computer supplied will be at a minimum based on a Pentium 11 -450 with 128MB ram and 10GB hard disk space. It will be capable of using multi -media and networking. S B will supply and load the Siemens WinCC software, as well as complete and troubleshoot all programming of the MTU and related interfaces. The GUI's monitor will be a minimum 17" screen. S B will provide both screen and audible alarms for this site, as well as the capability to remotely acknowledge alarms via modem. An auto dialer will also be provided. All electrical and communication wiring between effected new and existing hardware will be completed by S B or its subcontractor. V. General Requirements S& B will provide one onsite meeting with City personnel before start of project, and at least two onsite meetings during implementation (in addition to required onsite work during installation and training). A detailed, final scope of work, including drawings, will be provided by S B to the City before installation. At least 40 hours of on -site training will be provided. All required owner's manuals, CAD -based drawings, and all required documentation will be provided by S B. S &B will also provide two copies of ReachOut software for use by the City to either remotetly access the GUI at the Corp Yard, or plug into an RTU to download information, etc. S &B will also provide training to City personnel on the use of this software. EXHIBIT B SCHEDULE FOR THE WORK A detailed Schedule for the Work to be completed under this Contract will be submitted by the Contractor before work is to begin. The Performance Period for this Contract is 120 days from the date of Award. 000 EXHIBIT "C" S B inc. 13200 S.E. 30th St., Bellevue, Washington 98005 (425) 644 -1700 FAX (425) 746 -9312 GENERAL TERMS AND CONDTITONS INSTRUMENT SYSTEMS 1. SCOPE These terms and conditions apply to the sale of all instrument systems assembled by S&B Inc. Seller) and any inconsistent terms and condition in Purchaser's purchase order are not binding on Seller, unless accepted, or these terms and conditions are modified by an authorized S&B Inc. representative. 2. ACCEPTANCE Purchase orders received from Purchaser do not bind Seller unless accepted by an Officer of Seller, either by acknowledgment, wriuea acceptance, promise to ship, or shipment of the instrument systems communicated to Purchaser. Acceptance is expressly made conditional on Purchaser's assent to Seller's Material Terms and Conditions which are additional to or different from Purchaser's terms, unless Seller agrees otherwise in writing. 3. PRICE AND PAYMENT Unless otherwise specified, quoted selling prices are FOB Seller's factory or its supplier's shipping pant, with freight allowed to destination and are subject to change if not accepted within 30 days from the quotation date. The quotation may be withdrawn at any time prior to acceptance or extended beyond 30 days. Invoices are due and payable NET 30 days, unless otherwise specified, at the company offices at 13200 S.B. 30th Street, Bellevue, WA. 98005. Late payment of invoices are subject to interest. Invoices shall be rendered according to the following schedule. Benchmark of Total Price Upon notice from purchaser that all drawings have been approved for fabrication. 20% Upon notice from Seller that the instrument system is ready for factory tests. Additional 50% Upon notice from Seller that the inauument system has been shipped or that factory tests are complete Additional 25% and equipment is being held for convenience of customer. Upon notice of acceptance from Purchaser or 180 days from notice of shipment, whichever occurs first. Final 5 If Purchaser defaults in any payment when due, Seller may at its option, and in addition to its remedies under the U.C.C. without incurring any liability thereof to Purchaser or Purchaser's customers, declare all payments for work completed immediately due and payable with maximum legal interest thereon from due date and stop all further work and shipments until all past due payments have been made and/or require that any further deliveries be paid for prim to shipment. 4. ITEMS INCLUDED The price quoted includes only the instrument system specified, and does not include actual installation, accessory or associated materials such as wiring, piping, etc., not specifically included. Equipment prices quoted include installation information and start -up assistance provided by the Seller'. field engineer or technician. Such services will be provided in a mutually agreeable manner and time. Seller will provide, upon request, at Seller's established curtest rates, an experienced Project Engineer or Service Technician to provide on-site superintendence of the equipment installation. Responsibility for proper operation of equipment, if not installed by Seller or installed in accordance with Seller's instructions, rests entirely with Purchaser. S. TAXES Any federal, state or local sales, or use or other taxes applicable to this transaction are not included in the price quoted, and unless a valid ceiificate of exemption is provided, any such tax shall be added to the price and is for the Purchaser's account. 6. SHIPMENTS AND DELIVERY Any shipment or delivery dates recited herein represent Seller's best estimate. No liability, direct or indirect, is assumed by Seller for failure to ship or deliver on such dates. In any event, delivery dates are based upon the effective date of the contract and prompt receipt by Seller of all necessary information and instructions from Purchaser, including approved submittal drawings. Seller shall have the right to make partial shipments, and invoices covering the same shall be due and payable by Purchaser in accordance with the payment terms hereof. In the event that the instrument system specified herein is to be shipped outside the United States, Purchaser shall obtain all necessary import licenses and permits required to clear the shipment for entry into the foreign country and pay all duties, told and imports. If Purchaser requests postponement of shipments or causes a delay in shipment, the entire purchase price shall be due and payable upon notice from Seller that the instrument system is ready for shipment, and thereafter any storage, or other charge Seller incurs, shall be for Purchaser's account, including interest on any unpaid balance at the maximum legal rate. AU claims for damage, delay or storage for FOB Seller's plant shall be made directly against the carrier of the Purchaser. When shipments are FOB destination, Purchaser shall inspect the instrument system shipped and notify Seller of any damage or shortage within 5 days of receipt. Failure to notify Seller shall constitute acceptance of Purchaser, relieving Seller of any liability for shipping damages or shortages. 7. RISK OF LOSS AND SECURITY INTEREST Unless shipments of instrument systems are made FOB destination, all risk of loss or damage shall pass to the Purchaser upon delivery to a carrier for shipment. Purchaser shall protect and maintain Seller's tide, including adequate insurance for Seller's benefit, and right of reposseaaion to the instrument system specified herein or in any change order until the full purchase price has been paid in full and will not encumber or permit others to encumber 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 instrument systems sold to Purchaser. Seller shall have all of its rights and remedies u a Seller and a secured panty under the U.C.C. or other appropriate law. No waiver by Seller or any default shall constitute a waiver of any subsequent or further default. Seller may retain u liquidated damages any partial payments made and may peaceably repossess the equipment from the Purchaser's premises without prejudice to any further claims it may have. In the event legal action be brought to enforce the provisions of any order accepted by it, Seller shall be entitled to recover is court costs and reasonable attorney fees. TELEMETRY INSTRUMENTATION MANAGEMENT SYSTEMS 8. WARRANTY Seller warrants that for period of one year after lest and acceptance by the Purchaser. or 18 month. from dale of shipment, whichever occurs first, all products assembled by Seller shall be free from defects in materiel and workmanship. Seller will at its sole option either repay the purchase price, or repair oc replace at a location to be designated by it, any product defects which develop within such period under normal and proper use provided it receives prompt written notice of claimed warranty period. This warranty shall not apply to any products altered or repaired outside Seller's factory or with other than Seller's replacement puts, unless such repair was authorized in writing by Seller, or to products or puts subject to misuse, abuse. neglect or accident or damaged by improper installation or application. In no event stall Seller be liable for normal wear and tear, nor for any incidental or consequential damages due to inoperability of its products. The foregoing are Seller's sole warranties and guarantees, and all express or implied warranties, including all implied warranties or merchantability and fitness for a particular purpose, which exceed the above obligation, are hereby disclaimed by Seller. 9. CANCELLATION, SUSPENSION AND DELAYS After acceptaoce by Seller, this contact shall not be subject to cancellation, suspension or delay. Orden may be cancelled only with Seller's written comma and upon payment of reasonable cancellation charges, which shall include all cats incurred and work done pursuant to the contact to date of canceUatioa, suspension or a delay plus reasonable overhead and profit. Additionally, all risks incident to and charges related to storage and/or resumption of work, at Seller's plant or elsewhere, shall be for Purchaser's sole account. 10. LIMITATION OF LIABILITY Seller shall not be responsible or liable in any way for any failure to perform due to Acts of Ood, fire or flood, serious explosions or accidents, foreign or United States embargoes. war or riota,'crioue shortages, unavailability or significant price lncreaaes in commodities, materials or components, labor disputes. interruption of transportation, Ion of essential production services, acts of any U.S. or foreign governmental authority, or by any other event beyond the reaaooable control of Seller or its subcontractors. Seller shall not be liable to Purchaser for any incidental or consequential damages for any reason whatsoever. 11. CHANGES AND BACKCHARCFS Any changes in or any additions to the scope of work herein described or initiated by the Purchaser or resulting from any circumstances beyond Seller's control shall be for the account of and paid by the Purchaser. Written change orders shall initiate changes, and ahal be considered u individual modifications and shall not delay payment to the Seller for the original order. Seiler will not approve or accept returns or backcharges for labor, materials or other cods incurred by %defner or others to modification or adjustment, service or repair of Seller furnished materials unless such return or backcbarges are pursuant to Seller's warranty and have been authorized in writing by an Officer of Seller or by assigned purchase order or work requisition. 12. PROPRIETARY INFORMATION All information furnished by Seller is submitted solely for Purchaser's consideration in connection with this job and stall be not be used by Purchaser nor disclosed to any third party without Seller's written consent. 13. DRAWINGS AND DESIGN All drawings, descriptive matter, etc. submitted with this proposal are merely intended to give a general idea of the equipment described and a set of drawings may be supplied for approval after acceptance. Seller reserves the right to change or modify the design and consuuctiou of any equipment in order to incorporate improvements or to substitute material equal to or superior to that originally specified. and upon request, will assist with suggestions without lability for any reaping Ion or damage to Purchaser. 14. SOFTWARE AND LICENSE AGREEMENT All software is provided under a non transferrable, non exclusive License for its use. The purchaser, and if different, the end -user, shall be required to sign Seller's End -User License Agreement upon accepting Seller's software documentation and using the software provided. All software and documentation are copyrighted by Seller and contain valuable trade secrets. No copies of this software or documentation may be made except as authorized under the terms of the license agreement except as required by taw. The software and documentation are warranted against functional defects found during a period of one year after delivery. Seller's aole obligation shall be to correct any such defect in a manner chosen by Seller in its sole discretion. Seller shall have no liability for any lost profits or direct, indirect. incidental, consequential. or other damages arising from use of the software and documented= or any associated hardware. 15. NON ASSIGNMENT Purchaser shall not assign this contact, nor any interest herein or rights hereunder, without the written consent of Seller and any attempted assignment shall be voidable at Seller's sole option. 16. ENTIRE AGREEMENT The contract expresses the entire agreement between the patties hereto and supersedes any previous communications, representations or agreements, whether oral or written, and is not subject to modification except by a writing signed by an authorized Officer of each patty. 17. GOVERNING LAW The contract shall be interpreted and governed by the laws of the State of Washington, including but not limited to any dispute, controversy or claim arising out of the contract. Form 977 Rcv, 10/93 EXHIBIT "a" S &B END USER LICENSE AGREEMENT ACCEPTING THIS DOCUMENTATION AND USING THE SOFTWARE PROVIDED CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS. S &B Inc. (S &B), the developer of this fully integrated Software Package grants you a personal, non- transferable, 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, except 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 disassemble, 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 WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. S &B shall have no 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. WARRANTY REGISTRATION NO. Effective Date: Issued To: City of Port Angeles Receipt of Documentation Acknowledged By: Date: \CONTRACT\PORT ANGELES.SCADA.doc