Contract - Technology - 2005-11-30 AGREEMENT FOR COSTA MESA SANITARY DISTRICT MOTOROLA SCADA
SYSTEM UPGRADE CONSULTANT SERVICES
THIS AGREEMENT is made and effective as of November 30, 2005 between
the Costa Mesa Sanitary District, a sanitary district ("District") and Technology
Resource Center, a California Corporation, ("Consultant") In consideration of the
mutual covenants and conditions set forth herein, the parties agree as follows:
1 TERM
This Agreement shall commence on November 30, 2005, and shall remain and
continue in effect until tasks described herein are completed. but in no event later than
December 12, 2005 unless sooner terminated pursuant to the provisions of this
Agreement. District provided written Authority to Proceed (ATP) to Consultant on
November 22, 2005
2. SERVICES
Consultant has examined the system and shall perform the tasks described and
set forth in Exhibit A attached hereto and incorporated herein as though set forth in full.
Consultant shall deliver and install a 'TURN-KEY' SCADA system upgrade to the
District including necessary hardware software and related materials and services to
provide a fully functional system Consultant shall complete the tasks according to the 3
week project timeline from ATP date as set forth in Exhibit A.
3. PERFORMANCE
Consultant shall at all times faithfully competently and to the best of his/her/its
ability experience and talent perform all tasks described herein. Consultant shall
employ at a minimum, generally accepted standards and practices utilized by persons
engaged in providing similar services as are required of Consultant hereunder in
meeting its obligations under this Agreement.
4 DISTRICT MANAGEMENT
District's Assistant Manager shall represent District in all matters pertaining to the
administration of this Agreement, review and approval of all products submitted by
Consultant, but not including the authority to enlarge the Tasks to be Performed or
change the compensation due to Consultant. The District Manager shall be authorized
to act on District's behalf and to execute all necessary documents which enlarge the
Tasks to be Performed or change Consultant's compensation, subject to Section 5
hereof
5. PAYMENT
(a) The District agrees to pay Consultant upon completion of tasks, District
acceptance of effort and receipt of Consultant's invoice for this three-week service. This
amount shall not exceed Sixty-six Thousand Three Hundred Sixty-Six dollars and
Sixty-Eight cents ($66,366.00) for the total term of the Agreement unless additional
payment is approved as provided in this Agreement.
(b) Consultant shall not be compensated for any services rendered in connection
with its performance of this Agreement which are in addition to those set forth herein,
unless such additional services are authorized in advance and in writing by the District
Manager Consultant shall be compensated for any additional services in the amounts
and in the manner as agreed to by District Manager and Consultant at the time District's
written authorization is given to Consultant for the performance of said services. The
District Manager may approve additional work not to exceed the greater of fifteen-
thousand dollars ($15 000 00) or two percent (2%) of the total contract sum. Any
additional work in excess of this amount shall be approved by the Board of Directors.
(c) Consultant shall be paid at the conclusion of the work and upon acceptance
thereof by the District. Payment shall be made within 30 days thereafter
6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE
(a) The District may at any time for any reason, with or without cause, suspend
or terminate this Agreement, or any portion hereof by serving upon the Consultant at
least ten (10) days prior written notice Upon receipt of said notice, the consultant shall
immediately cease all work under this Agreement, unless the notice provides otherwise.
If the District suspends or terminates a portion of this Agreement such suspension or
termination shall not make void or invalidate the remainder of this Agreement.
(b) In the event this Agreement is terminated pursuant to this Section, the District
shall pay to Consultant the actual value of the work performed up to the time of
termination, provided that the work performed is of value to the District. Upon
termination of the Agreement pursuant to this Section, the Consultant will submit an
invoice to the District pursuant to Section 5
7 DEFAULT OF CONSULTANT
(a) The Consultant's failure to comply with the provisions of this Agreement shall
constitute a default. In the event that Consultant is in default for cause under the terms
of this Agreement, District shall have no obligation or duty to continue compensating
Consultant for any work performed after the date of default and can terminate this
Agreement immediately by written notice to the Consultant. If such failure by the
Consultant to make progress in the performance of work hereunder arises out of causes
beyond the Consultant's control, and without fault or negligence of the Consultant, it
shall not be considered a default.
(b) If the District Manager or his/her delegate determines that the Consultant is in
default in the performance of any of the terms or conditions of this Agreement, he/she
shall cause to be served upon the Consultant a written notice of the default. The
Consultant shall have ten (10) days after service upon it of said notice in which to cure
the default by rendering a satisfactory performance In the event that the Consultant
fails to cure its default within such period of time, the District shall have the right,
notwithstanding any other provision of this Agreement, to terminate this Agreement
without further notice and without prejudice to any other remedy to which it may be
entitled at law in equity or under this Agreement.
8. OWNERSHIP OF DOCUMENTS
(a) Consultant shall maintain complete and accurate records with respect to
documenting and maintaining the upgrades and process for District, full system
description documentation and other such information the District requires relating to
the performance of services under this Agreement. Consultant shall maintain adequate
records of services provided in sufficient detail to permit an evaluation of services. All
such records shall be maintained in accordance with generally accepted accounting
principles and shall be clearly identified and readily accessible. Consultant shall provide
free access to the representatives of District or its designees at reasonable times to
such books and records; shall give District the right to examine and audit said books
and records; shall permit District to make transcripts therefrom as necessary and shall
allow inspection of all work, data, documents, proceedings and activities related to this
Agreement. Such records, together with supporting documents, shall be maintained for
a period of three (3) years after receipt of final payment.
(b) Upon completion, termination or suspension of this Agreement all system
description and programming documentation and any licenses, owners manuals and
warranties and other documents prepared or acquired in the course of providing the
services to be performed pursuant to this Agreement shall become the sole property of
the District and may be used, reused or otherwise disposed of by the District without the
permission of the Consultant. With respect to computer files, Consultant shall make
available to the District, at the Consultant's office and upon reasonable written request
by the District, the necessary computer software and hardware for purposes of
accessing, compiling, transferring and printing computer files.
9. INDEMNIFICATION
(a) Indemnification for Professional Liability When the law establishes a
professional standard of care for Consultant's Services, to the fullest extent permitted by
law Consultant shall indemnify protect, defend and hold harmless District and any and
all of its officials, employees and agents ("Indemnified Parties") from and against any
and all losses, liabilities, damages, costs and expenses, including attorney's fees and
costs to the extent same are caused in whole or in part by any negligent or wrongful act,
error or omission of Consultant, its officers, agents, employees or subconsultants (or
any entity or individual that Consultant shall bear the legal liability thereof) in the
performance of professional services under this Agreement.
(b) Indemnification for Other Than Professional Liability Other than in the
performance of professional services and to the full extent permitted by law Consultant
shall indemnify defend and hold harmless District, and any and all of its employees,
officials and agents from and against any liability (including liability for claims, suits,
actions, arbitration proceedings, administrative proceedings, regulatory proceedings,
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loses, expenses or costs of any kind, whether actual alleged or threatened, including
attorneys fees and costs, court costs, interest, defense costs and expert witness fees),
where the same arise out of are a consequence of or are in any way attributable to, in
whole or in part, the performance of this Agreement by Consultant or by any individual
or entity for which Consultant is legally liable including but not limited to officers,
agents, employees or subconsultants of Consultant. This indemnification shall extend to
any claims of patent or copyright infringement.
(c) General Indemnification Provisions. Consultant agrees to obtain executed
indemnity agreements with provisions identical to those set forth here in this section
from each and every subconsultant or any other person or entity involved by for with or
on behalf of Consultant in the performance of this Agreement. In the event Consultant
fails to obtain such indemnity obligations from others as required here Consultant
agrees to be fully responsible according to the terms of this section. Failure of District to
monitor compliance with these requirements imposes no additional obligations on
District and will in no way act as a waiver of any rights hereunder This obligation to
indemnify and defend District as set forth here is binding on the successors, assigns or
heirs of Consultant and shall survive the termination of this Agreement or this section
10. INSURANCE
Consultant shall maintain prior to the beginning of and for the duration of this
Agreement insurance coverage as specified in Exhibit B (certificate of insurance)
attached to and part of this Agreement.
11 INDEPENDENT CONSULTANT
(a) Consultant is and shall at all times remain as to the District a wholly
independent Consultant. The personnel performing the services under this Agreement
on behalf of Consultant shall at all times be under Consultant's exclusive direction and
control. Neither District nor any of its officers, employees, or agents shall have control
over the conduct of Consultant or any of Consultant's officers, employees, or agents,
except as set forth in this Agreement. Consultant shall not at any time or in any manner
represent that it or any of its officers, employees, or agents are in any manner officers,
employees, or agents of the District. Consultant shall not incur or have the power to
incur any debt, obligation, or liability whatever against District, or bind District in any
manner
(b) No employee benefits shall be available to Consultant in connection with the
performance of this Agreement. Except for the fees paid to Consultant as provided in
the Agreement, District shall not pay salaries, wages, or other compensation to
Consultant for performing services hereunder for District. District shall not be liable for
compensation or indemnification to Consultant for injury or sickness arising out of
performing services hereunder Consultant shall indemnify defend and hold District
harmless from any claim by consultant's employees to seek benefits.
12. LEGAL RESPONSIBILITIES
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The Consultant shall keep itself informed of State and Federal laws and
regulations which in any manner affect those employed by it or in any way affect the
performance of its service pursuant to this Agreement. The Consultant shall at all times
observe and comply with all such laws and regulations. The District, and its officers and
employees, shall not be liable at law or in equity occasioned by failure of the Consultant
to comply with this Section.
13. UNDUE INFLUENCE
Consultant declares and warrants that no undue influence or pressure is used
against or in concert with any officer or employee of the Costa Mesa Sanitary District in
connection with the award, terms or implementation of this Agreement, including any
method of coercion, confidential financial arrangement or financial inducement. No
officer or employee of the Costa Mesa Sanitary District will receive compensation,
directly or indirectly from Consultant, or from any officer employee or agent of
Consultant, in connection with the award of this Agreement or any work to be conducted
as a result of this Agreement. Violation of this Section shall be a material breach of this
Agreement entitling the District to any and all remedies at law or in equity
14 NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member officer or employee of District, or their designees or agents, and no
public official who exercises authority over or responsibilities with respect to the Project
during his/her tenure or for one year thereafter shall have any interest, direct or indirect,
in any agreement or sub-agreement, or the proceed thereof for work to be performed in
connection with the Project performed under this Agreement.
15. RELEASE OF INFORMATION / CONFLICTS OF INTEREST
(a) All information gained by Consultant in performance of this Agreement shall
be considered confidential and shall not be released by Consultant without District's
prior written authorization. Consultant, its officers, employees, agents or subconsultants,
shall not without written authorization from the District Manager or unless requested by
the District Counsel, voluntarily provide declarations, letters of support, testimony at
depositions, response to interrogatories, or other information concerning the work
performed under this Agreement or relating to any project or property located within the
District. Response to a subpoena or court order shall not be considered 'voluntary'
provided Consultant gives District notice of such court order or subpoena.
(b) Consultant shall promptly notify District should Consultant, its officers,
employees, agents or subconsultants be served with any summons, complaint,
subpoena, notice of deposition, request for documents, interrogatories, requests for
admissions, or other discovery request, court order or subpoena from any person or
party regarding this Agreement and the work performed thereunder or with respect to
any project or property located within the District. District retains the right, but has no
obligation, to represent Consultant and/or be present at any deposition, hearing, or
similar proceeding. Consultant agrees to cooperate fully with District and to provide the
opportunity to review any response to discovery requests provided by Consultant.
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However District's right to review any such response does not imply or mean the right
by District to control, direct, or rewrite said response.
16. NOTICES
Any notices which either party may desire to give to the other party under this
Agreement must be in writing and may be given either by (i) personal service, (H)
delivery by a reputable document delivery service such as but not limited to Federal
Express, which provides a receipt showing date and time of delivery or (Hi) mailing in
the United States Mail, certified mail, postage prepaid, return receipt requested,
addressed to the address of the party as set forth below or at any other address as that
party may later designate by notice:
To District: Costa Mesa Sanitary District
628 West 19th St
Costa Mesa, CA 92627
Attn. District Clerk
To Consultant: Technology Resource Center
2101 E. 4111 Street
Santa Ana, CA 92705
ATTN: Mark Serres
17 ASSIGNMENT
The Consultant shall not assign the performance of this Agreement, nor any part
thereof nor any monies due hereunder without prior written consent of the District.
Because of the personal nature of the services to be rendered pursuant to this
Agreement, only Consultant, its officers, employees, agents or subconsultants shall
perform the services described in this Agreement.
Consultant, its officers, employees, agents or subconsultants may use assistants,
under its direct supervision, to perform some of the services under this Agreement.
Consultant shall provide District fourteen (14) day's notice prior to the departure of Mark
Serres from Consultant's employ Should he/she leave Consultant's employ the District
shall have the option to immediately terminate this Agreement, within three (3) days of
the close of said notice period. Upon termination of this agreement, Consultant's sole
compensation shall be payment for actual services performed up to, and including, the
date of termination or as may be otherwise agreed to in writing between the Board of
Directors and the Consultant.
18. LICENSES
At all times during the term of this Agreement, Consultant shall have in full force
and effect, all licenses required of it by law for the performance of the services
described in this Agreement. Consultant shall ensure it has procured all necessary
licenses for products installed.
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19. GOVERNING LAW
The District and Consultant understand and agree that the laws of the State of
California shall govern the rights, obligations, duties and liabilities of the parties to this
Agreement and also govern the interpretation of this Agreement. Any litigation
concerning this Agreement shall take place in the municipal, superior or federal district
court with jurisdiction over the Costa Mesa Sanitary District.
20. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to
the obligations of the parties described in this Agreement. All prior or contemporaneous
agreements, understandings, representations, and statements, oral or written, are
merged into this Agreement and shall be of no further force or effect. Each party is
entering into this Agreement based solely upon the representations set forth herein and
upon each party's own independent investigation of any and all facts such party deems
material
21 WORK SCHEDULED/TIME OF COMPLETION
Consultant agrees to complete all tasks by December 12, 2005 unless the
District authorizes a mutually agreed upon extension to complete existing or added
tasks as identified in Exhibit A.
22. CONTENTS OF REQUEST FOR PROPOSAL AND PROPOSAL
Consultant is bound by the contents of Consultant's Proposal, Exhibit A hereto
and incorporated herein by this reference
23. AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executing this Agreement on behalf of Consultant
warrants and represents that he/she has the authority to execute this Agreement on
behalf of the Consultant and has the authority to bind Consultant to the performance of
its obligations hereunder
24. INTERPRETATION
In the event of conflict or inconsistency between this Agreement and any other
document, including any proposal or Exhibit hereto, this Agreement shall control unless
a contrary intent is clearly stated.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed the day and year first above written.
COSTA MESA SANITARY DISTRICT
By .►, _ ,/`✓('/
/ =ri ' Pr` .5ident
By. ,
Secretary
CONTRACTOR
By. ,
Title:
APPROVED AS TO FORM:
ALAN BURNS
LEGAL COL(
By.
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Exhibit A
Technology Resource Center
2101 E 4`h Street, Suite 130A
Santa Ana, CA. 92705
Phone (714) 542 1004 Fax: (714) 542 1332
November 9, 2005
Mr Tom Fauth
628 W 19th Street
Costa Mesa
Motorola SCADA System Upgrade
Dear Tom,
Per our conversation, our goal is to move the existing Motorola SCADA system
to your new location. Further we need to move the system off of the existing
800MHz system and onto a standard data network. Please note that we will be
moving both Fills. However we will only be using one FIU in the system.
Subsystem or Component Function Location
Corporate Yard Workstation Secondary WonderWare Corporate Yard
graphical interface to the Maintenance Office
Water/Wastewater RTUs
Communication Center Primary WonderWare Costa Mesa
Workstation graphical interface to the Communications Center
Water/Wastewater RTUs Office
Field Interface Unit (FIU) Radio linkage and data Secondary FIU on the wall
concentrator for RTUs of the Corporate Yard
office; Primary FIU is
mounted on an equipment
rank in the radio equipment
room of the
communications center
Remote Telemetry Units Gather data and provide At each sanitary district lift
(RTUs) data for the control room station.
displays
Figure 1 Current System Configuration
The following are the files that TRC will need to modify.
FIUs (Comm.Ctr address=1600 Corp Yard address=3200 link ID's=RADIOI)
MDLC (MOSCAD)
Configuration File CMFIU.cfg
Application File CMFIU
Flash File (Modbus) MB2MPLC1 fls
RTUs (dash number is the Rtu address, all link ID's = RADIO1)
RTU 12 Santa Ana Station
Configuration File CMRT12.cfg
Application File CMR12
RTU 13 Tustin Station
Configuration File CMRT13.cfg
Application File CMR13
RTU-14 23rd Street Station
Configuration File CMRT14.cfg
Application File CMR14
RTU-15 19th Street Station
Configuration File CMRT15.cfg
Application File CMR15
RTU-16 19th South Coast Plaza Station
Configuration File CMRT16.cfg
Application File CMR16
RTU-17 Elden Station
Configuration File CMRT17.cfg
Application File CMR17
RTU-18 Mendosa Station
Configuration File CMRT18.cfg
Application File CMR18
RTU-19 Victoria Station
Configuration File CMRT19.cfg
Application File CMR19
RTU-23 California Street Station
Configuration File CMRT23.cfg
Application File CMR23
RTU-24 Harbor Station
Configuration File CMRT24.cfg
Application File CMR24
RTU-25 Iowa Station
Configuration File CMRT25.cfg
Application File CMR25
RTU-26 Canyon Station
Configuration File CMRT26.cfg
Application File CMR26
RTU-27 Gisler Station
Configuration File CMRT27.cfg
Application File CMRT27
RTU-28 Adams Station
Configuration File CMRT28 cfg
Application File CMR28
RTU-29 President Station
Configuration File CMRT29.cfg
Application File CMR29
RTU-35 West Bluff Station
Configuration File CMRT35.cfg
Application File CMR35
RTU-36 Sea Bluff Station
Configuration File CMRT36.cfg
Application File CMR36
RTU-37 Valley Station
Configuration File CMRT37.cfg
Application File CMR37
RTU-38 Corporate Yard Station
Configuration File CMRT38 cfg
Application File CMR38
RTU-39 21st Street Station
Configuration File CMRT39.cfg
Application File CMR39
NOTE. Costa Mesa is currently operating on Version InTouch 7 1 This version
in not compatible with XP Pro. In the future, the District will need to upgrade this
application to the latest version should an issue exist with current workstations.
This Scope of Supply will not affect in any way the existing operating systems or
workstations.
Hardware
Costa Mesa SCADA
Hardware
ITEM QTY MODEL DESCRIPTION UNIT EXTENDED
One Time Modification
1 22 US39060M Moscad Modem Assembly $ 1 181.82 $ 26,000.00
2 22 DB832-A ANTENNA 800 $ 65.00 $ 1 430.00
3 660 LDF4-50A LDF LINE (30' ea site) $ 2.90 $ 1,914.00
ANTENNA CONNECTORS
4 44 L1NF (female) $ 3170 $ 1,394.80
N-PLUG CONNECTOR
5 44 L4NM (male) $ 3170 $ 1,394.80
6 88 Lot Installation $ 85.00 $ 7 480.00
SUB TOTAL $ 39,613.60
Ongoing Service Per Year
1 22 Lot Data Network Services $ 369.23 $ 8,123.08
TOTAL $ 47,736.68
Engineering
Task 1 Validate data network compatibility
TRC will validate data network compatibility and testing for the proposed
network. This will include modifying the existing configuration files and
associated software for compatibility with the existing system
Sub-Total $4800
Note: This work has already been completed and was necessary simply to
develop this proposal
Task 2: Modify all existing configuration files and associated code
Using the results from Task 1 TRC will configure each of the existing RTUs and
Fills to operate on the new data network.
Sub-Total $2,400
Task 3: Start-up
On a FIU/RTU basis and as a function of the installation, TRC will provide
comprehensive start-up services on a site by site basis. This will include upload
all associated software and testing of each site.
Sub-Total $5,250
Engineering Total $12,450
Parts Total $47 736
total $60,186
Option Configure SCADA System for Event Notification System
TRC will configure ScadaAlarm for Event Notification.
This will include linking to the real-time database, system
configuration, scheduling database and I/O drivers.
Software $2600
Pager Hardware $180
Configuration $3400
Sub-Total $6,180
Please note that all of the numbers above except for $8,123, are one time
change-over costs.
In any scenario we need to move quickly to make the deadlines. I apologize for
taking so long to validate the solution. However we really only have one shot at
doing this absolutely perfectly Thus, I wanted to make sure everything is correct
both in words and more importantly in actual operation.
Sincerely
Mark Serres
Project Manager
714 542 1004
888-766-2156 pager
email- trc2001@aol.com