HomeMy WebLinkAboutRisun Technologies 2014-02-10 i
�
�' G t,t � 3 I�i - ,�L �� � �
I
AGREEMENT FOR i
PROFESSIONAL CONSULTING SERVICES
This Agreement, made and entered into this 10th day of FebruaN, 2014 ("Effective
Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and
Risun Technologies, 8 LLC (sole proprietorship, corporetion, partnership, limitetl partnership, limited liability company, 'I
eic.7 organized and in good standing under the laws of the state of Utah, hereinafter referred to i
as "ConsultanY'.
RECITALS '
This Agreement is predicated on the following facts: I
a. City requires consulting services related to programming services to be performed off- I
site via remote access for the Wastewater Treatment Plant on an on-call, as needed
basis. �
b. Consultant represents that it has the qualifications, skills, experience and properly ',
licensed to provide these services, and is willing to provide them according to the terms I
of this Agreement.
c. City and Consultant agree upon the Scope-of-Work and Work Schedule attached hereto
as Attachment "A", describing contract provisions for the project and setting forth the I
completion dates for the various services to be provided pursuant to this Agreement. i
TERMS OFAGREEMENT
1.0 DESCRIPTION OF PROJECT II
1.1 The Project is described in detail in the attached Scope-of-Work (Attachment"A"). 'I
2.0 SCOPE OF SERVICES I
2.1 As set forth in Attachment"A". I
2.2. Additional Services. Additional services, if any, shall only proceed upon written I
agreement between City and Consultant. The written Agreement shall be in the form of
an Amendment to this Agreement. i
3.0 CONDUCT OF WORK ,
3.1 Time of Completion. Consultant shall commence performance of services as required I
by the Scope-of-Work upon receipt of a Notice to Proceed from City. Consultant shall i
complete each task to the City's reasonable satisfaction, even if contract disputes arise i
or Consultant contends it is entitled to further compensation. � 'i
4.0 COMPENSATION FOR SERVICES � I
4.1 Basis for Compensation. For the performance of the professional services of this
Agreement, Consultant shall be compensated on a time and expense basis, for a total
not-to-exceed cost of $20,000. Labor charges shall be based upon hourly billing rates
for the various classifications of personnel employed by Consultant to perform the Scope II
Sid-YrolSvcsA�g<emrnFNovemLer20,3008
PAGEIOF)
I . . - — - __
_. - _ . ._ _ - __ .
i
I
of Work as set forth in the attached Attachment A, which shall include all indirect costs '
and expenses of every kind or nature, except direct expenses. The direct expenses and
the fees to be charged for same shall be as set forth in Attachment A. The specifics of
the requested services, time frame, and costs will be established with each service
requested by the City under the Scope of Work identified in Attachment A.
4.2 Chanaes. Should changes in compensation be required because of changes to the
, Scope-of-Work of this Agreement, the parties shall agree in writing to any changes in
compensation. "Changes to the Scope-of-Work" means different activities than those i
described in Attachment A and not additional time to complete those activities than the i
parties anticipated on the date they entered this Agreement. I
4.3 Sub-contractor Payment. The use of sub-consultants or other services to perform a
portion of the work of this Agreement shall be approved by City prior to commencement
of work. The cost of sub-consultants shall be included within guaranteed not-to-exceed I
amount set forth in Section 4.1. ',
4.4 Terms of Payment. Payment to Consultant for services rendered in accordance with this '
contract shall be based upon submission of monthly invoices for the work satisfactorily 'i
performed prior to the date of the invoice less any amount already paid to Consultant, I
which amounts shall be due and payable thirty (30) days after receipt by City. The i
invoices shall provide a description of each item of work performed, the time expended '
to perform each task, the fees charged for that task, and the direct expenses incurred '
and billed foc Invoices shall be accompanied by documentation sufficient to enable City
to determine progress made and to support the expenses claimed.
5.0 ASSURANCES OF CONSULTANT ,
5.1 Independent Contractor. Consultant is an independent contractor and is solely
responsible for its acts or omissions. Consultant (including its agents, servants, and
employees) is not the City's agent, employee, or representative for any purpose.
It is the express intention of the parties hereto that Consultant is an independent II
contractor and no? .an employee, joint venturer, or partner of City for any purpose I
whatsoever. City shall have no right to, and shall not control the manner or prescribe the
method of accomplishing those services contracted to and performed by Consultant
under this Agreement, and the general public and all governmental agencies regulating I
such activity shall be so informed.
Those provisions of this Agreement that reserve ultimate authority in City have been
inserted solely to achieve compliance with federal and state laws, rules, regulations, and
interpretations thereof. No such provisions and no other provisions of this Agreement
shall be interpreted or construed as creating or establishing the relationship of employer
and employee between Consultant and City. I
� Consultant shall pay all estimated and actual federal and state income and self- I
employment taxes that are due the state and federal government and shall furnish and �i
pay worker's compensation insurance, unemployment insurance and any other benefits I
required by law for himself and his employees, if any. Consultant agrees to indemnify i
and hold City and its officers, agents and employees harmless from and against any i
claims or demands by federal, state or local government agencies for any such taxes or
benefits due but not paid by Consultant, including the legal costs associated with
defending against any audit, claim, demand or law suit. � i
sm� rrors.��:ns�«�,�m-uo.emn.�ao,zoos I
YAGE20F] I
I
-- _
-
I�
ice sed rofessional or li
Consultant warrants and represents that it is a properly I n p
professional organization with a substantial investment in its business and that it
maintains its own offices and staff which it will use in performing under this Agreement. I
5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely i
to City. Consultant has no interest and will not acquire any direct or indirect interest that I
would conflict with its performance of the Agreement. Consultant shall not in the
performance of this Agreement employ a person having such an interest. If the City
Manager determines that the Consultant has a disclosure obligation under the City's
local conflict of interest code, the Consultant shall file the required disclosure form with I
the City Clerk within 10 days of being notified of the City Manager's determination. I
' 6.0 INDEMNIFICATION !
6.1 Insurance Liabilitv. Without limiting ConsultanYs obligations arising under Paragraph 6.2 I�
Consultant shall not begin work under this Agreement until it procures and maintains for
the full period of time allowed by law, surviving the termination of this Agreement II
insurance against claims for injuries to persons or damages to property, which may arise
from or in connection with its pertormance under this Agreement. ��
I
A. Minimum Scooe of Insurance I
Coverage shall be at least as broad as: �II
1. Insurance Services Office ("ISO) Commercial General Liability Coverage
Form No. CG 20 10 10 01 and Commercial General Liability Coverage —
Completed Operations Form No. CG 20 37 10 01.
2. ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1
"any auto" or Code 8, 9 if no owned autos and endorsement CA 0025.
3. Worker's Compensation Insurance as required by the Labor Code of the II
State of California and Employers Liability Insurar.ce_
4. Errors and Omissions liability insurance appropriate to the consultanYs �
profession. Architects' and engineers' coverage is to be endorsed to
include contractual liability. i
B. Minimum Limits of Insurance �
Consultant shall maintain limits no less than: I
1. General Liabilitv: $1,000,000 combined single limit per occurrence for
bodily injury, personal injury and property damage including operations, I
products and completed operations. If Commercial General Liability I
I Insurance or other form with a general aggregate limit is used, the �
atel to the work ertormed
general aggregate limit shall apply separ y p
under this Agreement, or the aggregate limit shall be twice the prescribed ',
per occurrence limit.
2. Automobile Liabilitv: $1,000,000 combined single limit per accident for li
bodily injury and property damage.
Std—Pml\vcsASraemem-Nm�ember 30,2001t �
PAGF.IOF] �,
I
_ I
� I
3. Worker's Compensation and Emplovers Liabilitv: Worker's compensation �i
limits as required by the Labor Code of the State of California and II
Employers Liability limits of$1,000,000 per accident.
4. Errors and Omissions liabilitV: $1,000,000 per occurrence. �I
I
I C. Deductibles and Self-Insured Retentions I
Any deductibles or self-insured retentions must be declared to and approved by '
the City. At the option of the City, either the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects to the City, its officers,
officials, employees and volunteers; or the Consultant shall procure a bond
guaranteeing payment of losses and related investigations, claim administration
and defense expenses.
D. Other Insurance Provisions ii
The policies are to contain, or be endorsed to contain, the following provisions: I
1. General Liabilitv and Automobile Liabilitv Coveraaes i
a. The City, it officers, officials, employees and volunteers are to be
covered as additional insureds as respects; liability arising out of
activities performed by or on behalf of the Consultant, products
and completed operations of the Consultant, premises owned, I
occupied or used by the Consultant, or automobiles owned, hired
or borrowed by the Consultant for the full period of time allowed by
law, surviving the termination of this Agreement. The coverage
shall contain no special limitations on the scope-of-protection
afforded to the City, its officers, officials, employees or volunteers.
b. The ConsultanYs insurance coverage shall be primary insurance ,
as respects to the City, its officers, officials, employees and '
volunteers. Any insurance or self-insurance maintained by the
City, its officers, officials, employees or volunteers shall be in
excess of the ConsultanPs insurance and shall not contribute with i
it.
c. Any failure to comply with reporting provisions of the policies shall �I
not affect coverage provided to the City, its officers, officials,
employees or volunteers.
d. The Consultant's insurance shall apply separately to each insured i
against whom claim is made or suit is brought, except with respect I
to the limits of the insurer's liability. ,
2. Worker's Compensation and Emplovers Liabilitv Coveraqe
The insurer shall agree to waive all rights of subrogation against the City, i
its officers, officials, employees and volunteers for losses arising from I
, ConsultanYs performance of the work, pursuant to this Agreement. !
aia—erorsv.�:ne�«mem-ao,�emt:r zo,zoox I
PAGL90F] I
3. Professional Liabilitv Coverape
If written on a claims-made basis, the retroactivity date shall be the �
effective date of this Agreement. The policy period shall extend from I
November 21, 2013 to November 20, 2014. I
4. All Coverapes
Each Insurance policy required by this clause shall be endorsed to state
that coverage shall not be suspended, voided, canceled by either party,
reduced in coverage or in limits except after thirty (30) days prior written
notice by certified mail, return receipt requested, has been given to the
City.
E. Acceptabilitv of Insurers �
Insurance is to be placed with admitted California insurers with an A.M. BesYs �
rating of no less than A- for financial strength, AA for long-term credit rating and
AMB-1 for short-term credit rating.
F. Verification of Coverape
Consultant shall furnish the City with Certificates of Insurance and with original
Endorsements effecting coverage required by this Agreement. The Certificates
and Endorsements for each insurance policy are to be signed by a person
authorized by that insurer to bind coverage on its behalf. The Certificates and
Endorsements are to be on forms provided or approved by the City. Where by
statute, the City's Workers' Compensation - related forms cannot be used,
equivalent forms approved by the Insurance Commissioner are to be substituted.
All Certificates and Endorsements are to be received and approved by the City
before Consultant begins the work of this Agreement. The City reserves the right I
to require complete, certified copies of all required insurance policies, at any '
time. If Consultant fails to provide the coverages required herein, the City shall
have the right, but not the obligation, to purchase any or all of them. In that
event, the cost of insurance becomes part of the compensation due the
contractor after notice to Consultant that City has paid the premium.
G. Subcontractors
Consultant shall include all subcontractors or sub-consultants as insured under I
its policies or shall furnish separate certificates and endorsements for each sub-
contractor or sub-consultant. All coverage for sub-contractors or sub-consultants
shall be subject to all insurance requirements set forth in this Paragraph 6.1.
6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition '
thereto, Consultant agrees, for the full period of time allowed by law, surviving the
termination of this Agreement, to indemnify the City for any claim, cost or liability that I
arises out of, or pertains to, or relates to any negligent act or omission or the willful I
misconduct of Consultant in the performance of services under this contract by
Consultant, but this indemnity does not apply to liability for damages for death or bodily I
injury to persons, injury to property, or other loss, arising from the sole negligence, willful '
Sid--PmltivaAyreemcnt-November 2C,20Utl
PAGE 5 01']
— — _
I
misconduct or defects in design by the City, or arising from the active negligence of the
City.
"Indemnify," as used herein includes the expenses of defending against a claim and the
payment of any settlement or judgment arising out of the claim. Defense costs include
all costs associated with defending the claim, including, but not limited to, the fees of
attorneys, investigators, consultants, experts and expert witnesses, and litigation
expenses.
References in this paragraph to City or Consultant, include their officers, employees,
agents, and subcontractors.
7.0 CONTRACT PROVISIONS
7.1 Ownership of Work. All documents furnished to Consultant by City and all documents or !
reports and supportive data prepared by Consultant under this Agreement are owned
and become the property of the City upon their creation and shall be given to City
immediately upon demand and at the completion of ConsultanPs services at no
additional cost to City. Deliverables are identified in the Scope-of-Work, Attachment "A".
All documents produced by Consultant shall be furnished to City in digital format and
hardcopy. Consultant shall produce the digital format, using software and media
approved by City.
7.2 Governinq Law. Consultant shall comply with the laws and regulations of the United
States, the State of California, and all local governments having jurisdiction over this
Agreement. The interpretation and enforcement of this Agreement shall be governed by
California law and any action arising under or in connection with this Agreement must be
filed in a Court of competent jurisdiction in Mendocino County.
7.3 Entire Aqreement. This Agreement plus its Attachment(s) and executed Amendments �
set forth the entire understanding between the parties.
7.4 Severabilitv. If any term of this Agreement is held invalid by a court of competent
jurisdiction, the remainder of this A.greement shall remain in effect.
7.5 Modification. No modification of this Agreement is valid unless made with the agreement
of both parties in writing.
7.6 Assianment. ConsultanYs services are considered unique and personal. Consultant
shall not assign, transfer, or sub-contract its interest or obligation under all or any portion
of this Agreement without City's prior written consent.
7.7 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement
shall be a waiver of any other or subsequent breach of the same or any other covenant, i
term or condition or a waiver of the covenant, term or condition itself. i
7.8 Termination. This Agreement may only be terminated by either party: 1) for breach of
the Agreement; 2) because funds are no longer available to pay Consultant for services
provided under this Agreement; or 3) City has abandoned and does not wish to complete
the project for which Consultant was retained. A party shall notify the other party of any
alleged breach of the Agreement and of the action required to cure the breach. If the
breaching party fails to cure the breach within the time specified in the notice, the
contract shall be terminated as of that time. If terminated for lack of funds or
Sid-PmfSvaAgrcemem-Nmember i0,3006
Y 1GE 6 OF I
�
abandonment of the project, the contract shall terminate on the date notice of I
termination is given to Consultant. City shall pay the Consultant only for services I
performed and expenses incurred as of the effective termination date. In such event, as
a condition to payment, Consultant shall provide to City all finished or unfinished
documents, data, studies, surveys, drawings, maps, models, photographs and reports
prepared by the Consultant under this Agreement. Consultant shall be entitled to
receive just and equitable compensation for any work satisfactorily completed '
hereunder, subject to off-set for any direct or consequential damages City may incur as
a result of Consultant's breach of contract.
7.9 Duplicate Oriqinals. This Agreement may be executed in duplicate originals, each
bearing the original signature of the parties. When so signed, each such document shall i
be admissible in administrative or judicial proceedings as proof of the terms of the
Agreement between the parties. �
8.0 NOTICES
Any notice given under this Agreement shall be in writing and deemed given when
personally delivered or deposited in the mail (certified or registered) addressed to the
parties as follows:
CITY OF UKIAH RISUN TECHNOLOGIES ;
DEPT. OF PUBLIC WORKS �€#d�E�
300 SEMINARY AVENUE 357 WEST 6160 SOUTH
UKIAH, CALIFORNIA 95482-5400 MURRAY, UTAH 84107
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: II
RISUNTE -Hi�O -GIES�
� ��j�. _ -..� __ � %D 70 /
� BY — -
" Dat
PRINT NAME: CN21S �. C�<��u�ICv✓
$ �- O�f9g838
IRS IDN Number
CITY OF UKIAH
/ � � ��
BY:� iG i� - �.�� �C�. ����., _ �;'�> �/ / �/
CITY MANAGER Date I
ATTEST
i , �
��.� � ?�, l. l.r �. �,- ���"i' �li/�1
CITY CLERK Date
Sld-Pro1Sv�sAgrttmmc-Navember 20,2oa8
PAGF.]OF) ''
' II
� II
li
�
ATTACHMENT A
Scope aF Wurk: I
Risun Technologies will provide qualified personnel to perform on-call services for plant
control systems, PLC controls and HMI programming. Scope of Work includes, but is
not limited to, screen changes, PLC parameter changes; back up of the conVol logic and
, routine system maintenance.
Work will be done during normal business hours, Monday through Friday, unless
otherwise approved by the City of Ukiah's Wastewater Treatment Plant. Norrrtal I
business hours are defined as 8:00 a.m. to 5:00 p.m. MST. j
All work must be pre-authorized by the City of Ukiah's Wastewater Treatment Plant
Supervisor.
Hourly �ees:
Rate during normal business hours: $100.00 per hour
Rate outside of normal business: $150.00 per hour I
, I
��
i
�
.�
.
I i
_