Contract - Technology - 2001-11-08 PROFESSIONAL SERVICES AGREEMENT FOR
COSTA MESA SANITARY DISTRICT TELEMETRY SYSTEM EMERGENCY REPAIR
PROTECT#169
THIS AGREEMENT is made and entered into this R's day of November, 2001 by and between the
COSTA MESA SANITARY DISTRICT a California Sanitary District, hereinafter referred to as
'DISTRICT' and Te hnology Resolute renter(TRC)hereinafter referred to as 'CONTRACTOR
WITNFS FTH
WHEREAS, CONTRACTOR is a professional technology and communications company and
is knowledgeable and competent to perform the services described in this AGREEMENT and
WHEREAS, DISTRICT desires to utilize the services of CONTRACTOR to
perform substantial immediate work to insure the DISTRICT'S sewer monitoring and reporting system
remains filly functional and operational, including the telemetry system, the Supervisory Control and
Data Acquisition (SCADA) system, the software to be written and installed on DISTRICT provided
computer systems, and appropriate training;
NOW THEREFORE, the parties agree as follows:
1 Scope of the Work
CONTRACTOR shall perform all the services described in the proposal dated October 12,
2001 attached hereto as Exhibit_A_including all Options listed herein, as follows:
a. CONTRACTOR shall coordinate work with all other new hardware and software
DISTRICT is providing including three new computer systems, new Repeater and
PC Anywhere.
b Performance Requirements The system shall, at a minimum, be able to
I Receive alarms for high water, low water power off, moisture sensor (where
applicable), heat sensor (where applicable), and tamper switch from each pump
at the 20 DISTRICT pumping stations.
2. Compile hourly pumping station statistics, including but not limited to, run
time for each pump, and starts per hour for each pump. Prior to
implementation, CONTRACTOR is to meet with DISTRICT Staff to discuss
additional reports. Software shall be MS-Access.
3 District will provide three Pentium III 1GHZ computer systems including
Windows 98 and MS Office for CONTRACTOR to program. The existing
computers at the Communication Center and the Corporation Yard shall be
taken out of service and placed in storage as the DISTRICT directs.
i. The City of Costa Mesa Communications Center shall host the
primary DISTRICT computer and shall be the main receiving unit to
provide Dispatch with the appropriate alarm reporting features.
ii. The remaining two computers at the City of Costa Mesa Corporation
Yard and the DISTRICT Assistant Manager s office shall be
programmed with all the application software and will be able to
obtain the data from the Communication Center computer using PC
Anywhere. DISTRICT will provide PC Anywhere and
CONTRACTOR will program the three computer systems.
iii. CONTRACTOR to make one monthly site visit to the
Communication Center for the 1St four months following sign off by
DISTRICT to insure Communication Center computer, programs,
and two satellite computers are running as intended. Any
maintenance agreement between DISTRICT and CONTRACTOR
shall start after the initial four-month period.
c. DISTRICT shall make available technical advisors and others who may contribute
important information pertaining to the telemetry system, including existing
documentation, facts, history, and special projects. DISTRICT designates the
DISTRICT Staff, City of Costa Mesa Administrative Services/Telecommunications
Manager and City of Costa Mesa Management Information Systems(MIS) Staff as
liaison representatives to interface with CONTRACTOR.
2. ,$ervirec Provided
CONTRACTOR shall provide all labor and supervision required to perform said services to
upgrade the DISTRICT Telemetry System to meet the approval of the DISTRICT Manager/District
Engineer CONTRACTOR shall provide appropriate training to DISTRICT and City of Costa Mesa
operations and maintenance personnel to operate and maintain DISTRICT telemetry system, upgraded
hardware and software, and reporting subsystems.
a. Training hours may be utilized by the DISTRICT on a staggered, as needed, basis.
Unused training hours may be applied to a maintenance agreement if the
maintenance agreement is selected by the DISTRICT
b CONTRACTOR and DISTRICT acknowledge the importance of keeping the
telemetry system operating properly and agree to cooperate to reach this goal.
CONTRACTOR agrees to coordinate all work with DISTRICT Staff, City of
Costa Mesa Administrative Services/Telecommunications Manager and City of
Costa Mesa MIS Staff.
c. The DISTRICT shall authorize any additional work in writing prior to
CONTRACTOR beginning the extra work.
3 Supplies and -Equipment
DISTRICT agrees to furnish the three computer systems, Windows 98, MS Office, and PC
Anywhere associated with CONTRACTOR's services. CONTRACTOR assumes the risk of damage
to any and all equipment furnished for use under this AGREEMENT including, but not limited to,
computer equipment and telemetry system. Specifically CONTRACTOR will provide all necessary
personnel to upgrade the DISTRICT telemetry system, including programming, program installation,
testing and initial four month site visits.
4. Campencatina
CONTRACTOR fees shown shall be billed hourly at an hourly rate of$85 00/hour not to
exceed the totals specified in the CONTRACTOR proposed `Motorola SCADA Repair &
Maintenance Options, summarized as follows:
OPTION TASK HO TR NTF COST
1 Repair existing hourly daily and historical reports: 120 $10,200 00
2 Programming the FIU and RTUs: 120 $10,200.00
3 Upgrading Computers and Associated Software: 80 $ 6,800 00
4 Training: 50 $ 4,250 00
5 As-Built Documentation: 80 $ 6,800 00
6 On-•Wing SC.AMA maintenance. 16 P 1,360 00
TOTAL $39,610 00
CONTRACTOR shall invoice the DISTRICT monthly with a cutoff date of the 25th of each month.
CONTRACTOR shall be paid after services are provided and approval of payments are made monthly
on the DISTRICT's register of warrants.
5 Business Licence
CONTRACTOR shall, within five (5) days of executing this AGREEMENT obtain a current
CITY OF COSTA MESA business license during the term of this AGREEMENT or any extension
thereto.
6 Independent Contractor
The parties agree that CONTRACTOR is an independent contractor who is being paid to
produce a result. CONTRACTOR is in no way an employee of DISTRICT CONTRACTOR controls
the means of accomplishing the work. CONTRACTOR shall pay all Federal and State payroll taxes for
employees of CONTRACTOR and said employees shall in no way be deemed or construed to be
employees of DISTRICT for any purpose.
3
7 Term
Options I, 2, 3 and 5 shall be completed by January 31 2002. Options 4 and 6 shall be
completed by March 31, 2002. All Options shall be completed as stated unless agreed to in writing by
both parties.
8 Assignment
No assignment of this AGREEMENT may be made without the express written consent of
DISTRICT
9 Termination
Either party shall have the right to terminate this AGREEMENT at a date earlier than specified
in paragraph 7 without cause, by giving 10 days written notice.
10 Notice
The parties may give notice under this AGREEMENT by sending such notice certified mail
addressed as follows:
TO DISTRICT COSTA MESA SANITARY DISTRICT
77 Fair Drive, P 0 Box 1200
Costa Mesa, CA 92628
ATTN Thomas Fauth, Assistant Manager, CMSD
TO CONTRACTOR. Technology Resource Center
2101 E. 4 Street
Santa Ana, CA 92705
ATTN Mark Serres
Such notice shall be deemed received five(5) days after mailing whether signed for or not.
11 Integration
This AGREEMENT constitutes the entire AGREEMENT and understanding between the
parties hereto, and it shall not be considered modified, altered, changed or amended in any respect
unless in writing and signed by the parties hereto
12. No Waiver
4
The failure of the DISTRICT at the time to require performance by the CONTRACTOR of
any provisions hereof shall in no way affect the right of the DISTRICT thereafter to enforce same.
Nor shall waiver by the DISTRICT of any breach of any provisions hereof be taken or held to be a
waiver of any succeeding breach of such provision or as a waiver of any provision itself
13 Tndemn'ty
CONTRACTOR agrees to indemnify defend and hold harmless the DISTRICT its officers,
agents, employees and volunteers from any claims or liability arising out of the performance of this
AGREEMENT save and except that caused by DISTRICT's sole active negligence.
14 Insurance. Throughout the performance of this AGREEMENT CONTRACTOR shall be
required to have and maintain insurance as described in Exhibit_13_, CMSD Ordinance 36.
15 Attorney's Fees
The parties agree that should any dispute arise concerning the interpretation of this
AGREEMENT or regarding the performance or non-performance of this AGREEMENT that the
prevailing party shall be entitled to reasonable attorney's fees.
WITNESS WHEREOF the parties hereto have set their hands and seals the day and year first
above written.
COSTA MESA SANTTARY DISTRICT
By\�,?.t 6' • L
PiesidentF
_
-m.,
By.
,-Secretarys.
CONTRACTOR
Byica-
Title:
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