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HomeMy WebLinkAbout21-70 Agreement Timber Line Electric SCADA Water Supply System 05-26-2021RESOLUTION NO. 21-70 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND TIMBER LINE ELECTRIC AND CONTROL CORP FOR SUPERVISORY CONTROL AND DATA ACQUISITION SERVICES FOR THE TOWNS WATER SUPPLY SYSTEM WHEREAS, Timber Line Electric and Control Corp ("Timber Line") is under contract with the Town of Firestone ("Town") for design services regarding the repair and replacement of the Town's water supply system's existing Supervisory Control and Data Acquisition ("SCADA") system and upgrades to the SCADA to address the Town's raw water supply and potable water delivery systems; and WHEREAS, Timber Line is an industry leader in the field and provides SCADA services for the area's water districts and uniquely offers installation and twenty-four hour support services; and WHEREAS staff has negotiated a support and service agreement with Timber Line to assist the Town's Public Works Department with the operations, maintenance, upgrade and expansion of the Town's SCADA system; and WHEREAS staff recommends approval by the Board of Trustees of the proposed Professional Services Agreement with Timber Line for SCADA service and support. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Professional Services Agreement between the Town of Firestone and Timber Line Electric and Control Services for Supervisory Control and Data Acquisition support and services for the Towns water supply system is approved in substantially the same form as the copy attached hereto and made a part of this Agreement and the Mayor is authorized to execute the Agreement on behalf of the Town. INTRODUCED, READ AND ADOPTED thisOl„Q day of � , 2021. AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES (the "Agreement") is made and entered into this 267hday of May 2021 (the "Effective Date"), by and between the TOWN OF FIRESTONE, a Colorado municipal corporation with an address of 151 Grant Avenue, P.O. Box 100, Firestone, Colorado 80520 (the "Town"), and Timber Line Electric and Control Corp., an independent contractor with a principal place of business at 17591 Highway 8 (PO Box 793), Morrison, CO 80465 (Contractor") (each a "Party" and collectively the "Parties") WHEREAS, the Town requires professional services; and WHEREAS, Contractor has held itself out to the Town as having the requisite expertise and experience to perform the required professional services. NOW, THEREFORE, for the consideration hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: I. SCOPE OF SERVICES A. Contractor shall furnish all labor and materials required for the complete and prompt execution and performance of all duties, obligations, and responsibilities which are described or reasonably implied from the Scope of Services set forth in Exhibit A, attached hereto and incorporated herein by this reference and known as: SCADA SYSTEM SERVICE AND SUPPORT W2020-9532.01 B. A change in the Scope of Services shall not be effective unless authorized as an amendment to this Agreement. If Contractor proceeds without such written authorization, Contractor shall be deemed to have waived any claim for additional compensation, including a claim based on the theory of unjust enrichment, quantum merit or implied contract. Except as expressly provided herein, no agent, employee, or representative of the Town is authorized to modify any term of this Agreement, either directly or implied by a course of action. II. TERM AND TERMINATION A. This Agreement shall commence on the Effective Date, and shall continue until terminated as provided herein. B. Either Party may terminate this Agreement upon 30 days advance written notice. The Town shall pay Contractor for all work previously authorized and completed prior to the date of termination. If, however, Contractor has substantially or materially breached this Agreement, the Town shall have any remedy or right of set-off available at law and equity. II. COMPENSATION In consideration for the completion of the Scope of Services by Contractor, the Town shall pay Contractor on an hourly rate plus expenses and materials basis for work authorized and directed by the Town. The amount shall include all fees, costs and expenses incurred by Contractor, and no additional amounts shall be paid by the Town for such fees, costs and expenses. Contractor may submit periodic invoices, which shall be paid by the Town within 30 days of receipt. Contractors rates and charges are attached as Exhibit B, which may be updated annually without formal amendment to this Agreement. VII. INSURANCE A. Contractor agrees to procure and maintain, at its own cost, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by Contractor pursuant to this Agreement. At a minimum, Contractor shall procure and maintain, and shall cause any subcontractor to procure and maintain, the insurance coverages listed below, with forms and insurers acceptable to the Town. 1. Worker's Compensation insurance as required by law. 2. Commercial General Liability insurance with minimum combined single limits of $1,000,000 each occurrence and $2,000,000 general aggregate. The policy shall be applicable to all premises and operations, and shall include coverage for bodily injury, broad form property damage, personal injury (including coverage for contractual and employee acts), blanket contractual, products, and completed operations. The policy shall contain a severability of interests provision, and shall include the Town and the Town's officers, employees, and contractors as additional insureds. No additional insured endorsement shall contain any exclusion for bodily injury or property damage arising from completed operations. 3, Professional liability insurance with minimum limits of $1,000,000 each claim and $2,000,000 general aggregate. B. Such insurance shall be in addition to any other insurance requirements imposed by law. The coverages afforded under the policies shall not be canceled, terminated or materially changed without at least 30 days prior written notice to the Town. In the case of any claims -made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. Any insurance carried by the Town, its officers, its employees or its contractors shall be excess and not contributory insurance to that provided by Contractor. Contractor shall be solely responsible for any deductible losses under any policy. C. Contractor shall provide to the Town a certificate of insurance as evidence that the required policies are in full force and effect. The certificate shall identify this Agreement. VIII. INDEMNIFICATION A, Contractor agrees to indemnify and hold harmless the Town and its officers, insurers, volunteers, representative, agents, employees, heirs and assigns from and against all claims, liability, damages, losses, expenses and demands, including attorney fees, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Agreement if such injury, loss, or damage is caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, or other fault of Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor, or which arise out of a worker's compensation claim of any employee of Contractor or of any employee of any subcontractor of Contractor. Contractor's liability under this indemnification provision shall be to the fullest extent of, but shall not exceed, that amount represented by the degree or percentage of negligence or fault attributable to Contractor, any subcontractor of Contractor, or any officer, employee, representative, or agent of Contractor or of any subcontractor of Contractor. B. If Contractor is providing architectural, engineering, surveying or other design services under this Agreement, the extent of Contractors obligation to indemnify and hold harmless the Town may be determined only after Contractor's liability or fault has been determined by adjudication, alternative dispute resolution or otherwise resolved by mutual agreement between the Parties, as provided by C.R.S. § 13-50.5-102(8)(c). IX. ILLEGAL ALIENS A. Certification. By entering into this Agreement, Contractor hereby ceres that, at the time of this certification, it does not knowingly employ or contract with an illegal alien who will perform work under this Agreement and that Contractor will participate in either the E-Verify Program administered by the United States Department of Homeland Security and Social Security Administration or the Department Program administered by the Colorado Department of Labor and Employment to confirm the employment eligibility of all employees who are newly hired to perform work under this Agreement. B. Prohibited Acts. Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement, or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. C. Verification. 1. If Contractor has employees, Contractor has confirmed the employment eligibility of all employees who are newly hired to perform work under this Agreement through participation in either the E-Verify Program or the Department Program. 2. Contractor shall not use the E-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. 3. If Contractor obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien who is performing work under this Agreement, Contractor shall: notify the subcontractor and the Town within 3 days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien who is performing work under this Agreement; and terminate the subcontract with the subcontractor if within 3 days of receiving the notice required pursuant to subsection 1 hereof, the subcontractor does not stop employing or contracting with the illegal alien who is performing work under this Agreement; except that Contractor shall not terminate the subcontract if during such 3 days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien who is performing work under this Agreement. D. Duty to Comply with Investigations. Contractor shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation conducted pursuant to C.R.S. § 8-17.5-102(5)(a) to ensure that Contractor is complying with the terms of this Agreement. E. Affidavits. If Contractor does not have employees, Contractor shall sign the No Employee Affidavit" attached hereto. If Contractor wishes to verify the lawful presence of newly hired employees who perform work under the Agreement via the Department Program, Contractor shall sign the "Department Program Affidavit" attached hereto. X. MISCELLANEOUS A. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Weld County, Colorado, B. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the Town shall not constitute a waiver of any of the other terms or obligation of this Agreement. C. Integration. This Agreement constitutes the entire agreement between the Parties, superseding all prior oral or written communications. D. Third Parties. There are no intended third -party beneficiaries to this Agreement. E. Notice. Any notice under this Agreement shall be in writing, and shall be deemed sufficient when directly presented or sent pre -paid, first class United States Mail to the Party at the address set forth on the first page of this Agreement. F. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect. G. Modification. This Agreement may only be modified upon written agreement of the Parties. H. Assignment. Neither this Agreement nor any of the rights or obligations of the Parties shall be assigned by either Party without the written consent of the other. I. Governmental Immunity. The Town and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities or protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as amended, or otherwise available to the Town and its officers, attorneys or employees. J. Rights and Remedies. The rights and remedies of the Town under this Agreement are in addition to any other rights and remedies provided by law. The expiration of this Agreement shall in no way limit the Town's legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed. K. Subject to Annual Appropriation. Consistent with Article X, § 20 of the Colorado Constitution, any financial obligation of the Town not performed during the current fiscal year is subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt or liability beyond the current fiscal year: L. Representative Authority. Each person signing MIS Agreementrepresents and warrants that he or she is duly authorized and has the legal capacityto execute the Agreement. 1N WITNESS WHEREOF, the Parties have executed this Agreementas ofMe Effective pate, ArrEsr: oenig, Town C TO F William P, ATTEST; `��c�C��.�..�` pNE TO N OF FIRESTONE, COLORADO 0 / o „Ny, Mayor, Bobbi Sindelar coo Print: Title: TIMBER LINE ELECTRIC AND CONTROL CORP. . 1 CU j CGS' �ct►1ot�.�4� 1- DEPARTMENT PROGRAM AFFIDAVIT Ta be campteted only if Contractor participates in the epartrrment of Labor Lawful Presence Verification Program I.e '�Kae�a —L<- as a public contractor under contract with the Town of Firestone (the "Town"), hereby affirm that: 1. I have examined or will examine the legal wor(< status of all employees who are newly hired for employment to perform work under this public contract for services ("Agreement"} with the Town within 20 days after such hiring date; 2, i have retained or will retain file copies of ail documents required by 8 U.S.C. § 1324a, which verify the employment eligibility and identity of newly hired employees who perform work underthis Agreement; and 3. I have nat and will not alter orfalsify the identification documents far my newly hired employees who perform work underthis Agreement Signature Date STATE OF COLORADO ) ss. The foregoing instrument was subscribed, sworn to (or affirmed) before me this 24 day of My commission expires: -J � Z � �2� EXHIM I SCOPE OF SERVICES Town owns and operates a SCADA system with its water supply and distribution system for purposes of remote monitoring of system operations and performance. The Town does not currently have expertise to perform preventative maintenance, software updates, or hardware replacement for the system. Contractor has familiarity with the Town system and planned system expansions. The Contractor shall provide the following general services specific to the SCADA system: • Contractor will be available to the Town as an on -call trouble shooting and service resource. Contractor will respond to calls for service as expeditiously as possible, and shall make an effort to respond immediately in the event of an emergency involving the Towns potable water distribution system. • Contractor will work with Town to develop a schedule of routine system checks. These will include, but not be limited to, checking the operation of the SCADA system as a whole, making sure software is functioning and is updated when needed, checking system hardware components, repairing or replacing defective parts, and troubleshooting system issues. • Contractor will work with Town to develop annual operations and service budgets that will be inclusive of Contractors time, software replacement or upgrade costs, and hardware repair or replacement costs. Contractor will apprise Town of changing standards and practices and advise Town on improvements or modifications needed to maintain a current system. • Contractor will assist Town in development and implementation of cybersecurity systems and practices to protect the SCADA data and function. • Contractor will review designs and submittals of SCADA components to be procured and installed as part of the water system improvements or expansion projects. • Contractor will integrate new SCADA components that are procured and installed as part of the water system improvements or expansion projects. • Contractor will develop designs and perform installations for new water supply or distribution improvements as directed by the Town when needed. Town and Contractor will work to develop those project specific scopes and contractor will then prepare an appropriate budget for the project. The Town will determine if those projects will be completed under this Service and Support contract or if that work will be performed under separate contract. EXHIBIT B kTLECC Timber Line Electric & Control Corporation Servic a 4as tabWon •GoOtat ion 17591 Hvy 9, Box 793, Morrison, CO 60465 Phone301.697.0440 Fax 303.697.0450 Service and Design Rates Effective: January 17 2021 Service Rates Rate Emergency Rates Emergency Rates Mileage Remote or Field Per Hour Weekdays Sunday and Portal to 4:30 pm to 7 am, and Holidays Portal Saturday, or less than 24-hour notice on weekdays SCADA Technician Field Service Technician $ 147 $230/Hour $ 284/Hour .68/Mile Electrician Design Service Rates Consulting Engineering & Design Services $ 160 .68/Mile Drafting Services (AutoCAD) $ 110 .68/Mile * Overtime service rates apply to any hours over 8 per day. �k Minimum charges may apply. One hour minimum labor rate charged after first 15 minutes. * Mobilization within two weeks of Notice to Proceed. * Emergency on -call service technicians are available 24/7/365. * All service and equipment are provided with a standard 1-year warranty. Warranty extensions may be available upon request, depending on the service or equipment provided.