HomeMy WebLinkAboutCONTROL CONCEPTS, INC.INSURANCE NOT ON FILE N-2019-141
WORK MAY NOT PROCEED
CLERK OF COUNCIL
DATE: AJG ® 6 20AREEMENT WITH CONTROL CONCEPTS TO PROVIDE
(29 MAINTENANCE SERVICES ON AN AS NEEDED BASIS
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HIS AGREEMENT is made and entered into this 16th day of July, 2019 by and between Control
Concepts, Inc. ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation
organized and existing under the Constitution and laws of the State of California ("City").
RECITALS
A. The City desires to retain a Contractor to provide repair and maintenance services on
Programmable Logic Controller (PLCs), HMI, and Variable Frequency Drives (VFDs), as
needed by the Water Resources Division of the Public Works Agency.
B. Contractor represents that it is able and willing to provide such services to the City.
C. In undertaking the performance of this Agreement, Contractor represents that it is
knowledgeable in its field and that any services performed by Contractor under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
a. On an as -needed basis, Contractor shall provide inspection, repair and maintenance
services on Cathodic Protection Corrosion Control Systems administered by the City's
Water Resources Division. Representative services provided by Contractor appear as
Exhibit A, attached hereto and incorporated by reference.
b. Contractor shall provide, at the sole discretion and request of the City, services related
to provide repair and maintenance services on Programmable Logic Controller (PLCs),
HMI, and drives as needed by Water Resources Division.
2. COMPENSATION
a. City agrees to pay, and Contractor agrees to accept as total payment for its services for
City, the rates and charges identified in Exhibit B. The total amount to be expended
under this Agreement shall not exceed $25,000 during the term of this Agreement,
including any extension periods.
b. Contractor shall provide separate quotes, upon request by the City, for services
regarding Section Lb. above, which shall be approved by the City's Public Works
Agency prior to commencement of services.
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c. Payment by City shall be made within 45 days (forty-five) days following receipt of
proper invoice evidencing work performed, subject to City accounting procedures.
Payment need not be made for work that fails to meet the standards of performance set
forth in the Recitals which may reasonably be expected by City.
3. TERM
This Agreement shall commence on the date stated above and continue through July 15,
2020, unless terminated earlier in accordance with Section 16, below. The term of this Agreement
may be extended for up to one (2) year period upon a writing executed by the City Manager and
the City Attorney.
4. PREVAILING WAGES
Contractor is aware of the requirements of California Labor Code Section 1720, et seq.,
and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq.,
("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the
performance of other requirements on "public works" and "maintenance" projects. If the services
being performed are part of an applicable "public works" or "maintenance" project, as defined by
the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to
fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the
City, its elected officials, officers, employees and agents free and harmless from any claim or
liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
5. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer -employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Contractor
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Contractor shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Contractor shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor
shall require all subcontractors to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
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Contractor represents and warrants that Contractor has the legal right to license any and all
Documents & Data. Contractor makes no such representation and warranty in regard to
Documents & Datawhich were provided to Contractor by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
7. INSURANCE
Prior to undertaking performance of work under this Agreement, Contractor shall maintain
and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Contractor shall maintain commercial
general liability insurance naming the City, its officers, employees, agents,
volunteers and representatives as additional insured(s) and shall include, but not be
limited to protection against claims arising from bodily and personal injury,
including death resulting therefrom and damage to property, resulting from any act
or occurrence arising out of Contractor's operations in the performance of this
Agreement, including, without limitation, acts involving vehicles. The amounts of
insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property
damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the
aggregate. Such insurance shall (a) name the City; its officers, employees, agents,
and representatives as additional insured(s); (b) be primary and not contributory
with respect to insurance or self-insurance programs maintained by the City; and
(c) contain standard separation of insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include
coverage for owned, hired and non -owned automobiles.
C. Worker's Compensation Insurance. In accordance with the provisions of Section
3700 of the Labor Code, Contractor, if Contractor has any employees, is required
to be insured against liability for worker's compensation or to undertake self-
insurance. Prior to commencing the performance of the work under this
Agreement, Contractor agrees to obtain and maintain any employer's liability
insurance with limits not less than $1,000,000 per accident.
d. If Contractor is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit
of not less than $1,000,000 per claim with $2,000,000 in the aggregate.
e. The following requirements apply to the insurance to be provided by Contractor
pursuant to this section:
i. Contractor shall maintain all insurance required above in fill force and
effect for the entire period covered by this Agreement.
ii. Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved by the City.
iii. Certificates and policies shall state that the policies shall not be canceled or
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reduced in coverage or changed in any other material aspect without thirty
(30) days prior written notice to the City.
iv. Where the amounts or coverage provided by the certificates of insurance
provides coverage greater than those listed by this Agreement, the amounts
provided by the certificates of insurance shall be incorporated by reference
into the Agreement.
V. Contractor shall supply City with a fully executed additional insured
endorsement.
f. if Contractor fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to famish the City with required proof that insurance has
been procured and is in force and paid for, the City shall have the right, at the City's
election, to forthwith terminate this Agreement. Such termination shall not affect
Contractor 's right to be paid for its time and materials expended prior to
notification of termination. Contractor waives the right to receive compensation
and agrees to indemnify the City for any work performed prior to approval of
insurance by the City.
8. INDEMNIFICATION
Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, contractors, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the
negligent operations of the Contractor , its subcontractors, agents, employees, or other persons
acting on its behalf which relates to the services described in section 1 of this Agreement; and (2)
from any claim that personal injury, damages, just compensation, restitution, judicial or equitable
relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and
hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial
or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
this Section or by reason of the terms of, or effects, arising from this Agreement. Contractor
further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including
fees and costs for special counsel to be selected by the City, regarding any action by a third party
challenging the validity of this Agreement, or asserting that personal injury, damages, just
compensation, restitution, judicial or equitable relief due to personal or property rights arises by
reason of the terms of, or effects arising from this Agreement. City may make all reasonable
decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing,
to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity
shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.
9. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend and indemnify the City, its officers, agents, representatives, and
employees against any and all liability, including costs, for infringement of any United States'
letters patent, trademark, or copyright infringement, including costs, contained in the work product
or documents provided by Contractor to the City pursuant to this Agreement.
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1.0. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed
under this Agreement. Contractor shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Contractor under this Agreement. All such records and
invoices shall be clearly identifiable, Contractor shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Contractor under this Agreement.
11. CONFIDENTIALITY
IfContractorreceives from the City information- which- due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Contractor agrees that
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include all
nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor
without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
is independently developed by the Contractor without reference to information disclosed by the
City.
12. CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interests and shall not have interests, direct or
indirect, which would conflict in any manner with performance of services specified under this
Agreement.
13. DISCRIMINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
employment related activities. Contractor affirms that it is an equal opportunity employer and shall
comply with all applicable federal, state and local laws and regulations.
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14. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Contractor and supersedes any and all other agreements, oral or written, between the parties, In
the event of a conflict between the to nis of this Agreement and any attachments hereto, the terms
of this Agreement shall prevail. This Agreement may not be modified except by written instrument
signed by the City and by an authorized representative of Contractor. The parties agree that any
terms or conditions of any purchase order or other instrument that are inconsistent with, or in
addition to, the terns and conditions hereof, shall not bind or obligate Contractor or the City. Each
party to this Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
party, which is not embodied herein.
15. ASSIGNMENT
Inasmuch as this Agreement is intended to secure thespecializedservices of Contractor,
Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services which are the subject to this
Agreement performed by City personnel or by other Contractor s retained by City.
16. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor
compensation for all services performed by Contractor prior to receipt of such notice of
termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Contractor to
deliver to the City all work product(s) completed as of such date, and in such case
such work product shall be the property of the City unless prohibited by law, and
Contractor consents to the City's use thereof for such purposes as the City deems
appropriate.
b. Payment need not be made for work which fails to meet the standard of
performance specified in the Recitals of this Agreement.
17. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or
remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
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18. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, perf"onnance, and enforcement of any of the clauses of this Agreement shall be
detennined and governed by the laws of the State of California. Both parties further agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
19. PROFESSIONAL LICENSES
Contractor shall, throughout the tenn of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
Santa Ana and all other govermnental agencies. Contractor shall notify the City immediately and
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
21. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City: With Courtesy Copy to:
Clerk of the City Council Executive Director, Public Works Agency
City of Santa Ana City of Santa Ana
20 Civic Center Plaza (M-30) 20 Civic Center Plaza (M-21)
P.O. Box 1988 P.O. Box 1988
Santa Ana, CA 92702-1988 Santa Ana, CA 92702
Fax: 714- 647-6956
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To Contractor:
Control Concepts
Attn: Caston Dalon
6925 Aragon Circle #2
Buena Park, CA 90620
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth on the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be excluded.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
4� nw
Daisy Gomez
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By. 77v f�'k
John Iff.Funk
Assistant City Attorney
FOR APPROVAL:
PE, PLS
Executive rector
Public Workk Agency
CITY OF SANTA ANA
Kristine Ridge
City Manager
CONTRACTOR:
ame: Caston Dalon
Title: General Manager
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UNTRU
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Authorized repair and warranty center for avers20 a 'µ
major manufacturers of drives and conti61s: Ws haV@.'.::"
repair capabilities on thousands of manufacturers.
s ABB ,
+ MAGNETEK
• ALLEN BRADLEY
+ MOTORTRONICS
• AMICON
POWERTEC
• BALDOR
• RELIANCE
• CONTROL
► SAFETRONICS
TECHNIQUES
• SECO
• CMC
.' SIEMENS
• DANFOSS
+ SPRINT
• DELTA
. SQUARE D
• EMERSON
• SUMITOMO
• EUROTHERM
TB WOODS.'
• FINCOR
+ TECO/
• FUil
WESTINGHOUSE
• GE
• TOSHIBA
• GRAHAM
VACON
• HITACHI
YASKAWA
Lontroi Concepts services
the following Automation
& PLC Controls:
• Allen Bradley
• Mitsubishi
Automation Direct
• Modicon
• Cutler Hammer
• Reliance/Automax
• Exor
• Siemens
• GE Fanuc
• Square D
• Idec
• TI
• Koyo
• Toshiba
• Omron
• Rockwell
• Maple Systems
In House Inventory
Control Concepts is a distributor for
multiple products including Drives,
Motors, and Gearboxes.
We stock new and refurbished AC Drives
from 1/2 HP to 500 HP. Be sure to call and
check our stock for your next project.
We also stock Emerson/Control Techniques DC
Drives: MP and QMP Drives up to 300 HP
Upgrades, Retrofits, & Service
• Replace outdated or obsolete equipment
• Troubleshoot and repair Drive, PLC,
and associated motor controls
• Design Upgraded Control' Systems
• Provide Engineering expertise on
improving operations
• Program the PI -Cs
• Program the Touchscreen
• Assist with startup and training
• Preventative Maintenance to reduce
downtime
• After market local support for
service and spare parts
Custom Services
• Drive System Upgrades & Retrofits
• PLC Installation & Programming
• Motion Control Design & Troubleshooting
• Ability to make rapid, accurate Production.
or Recipe Changes
• Improve Machine Safety
• Test & Analyze Power Quality and Control
Line 1/0 Electrical Issues
• Touchscreen Design & Programming
EXHIBIT B
CONTROL CONCEPTS
FIELD SERVICE RATES
6925 ARAGON CIRCLE, SUITE 2, BUENA PARK, CA 90620
800-447-0691 714-739-3100 FAX 714.739.3110
W W W.CONTROLCONCEPTS COM
INDUSTRIAL ELECTRONICS REPAIR SERVICE
FIELD SERVICE RATES EFFECTIVE DATE: April 2018
SERVICE TIME, TRAVEL TIME, STAND-BY TIME:
STANDARD RATES
HOURLY RATE 8:00 A.M. - 5:00 P.M. MONDAY - FRIDAY
S 148.001IR
OVERTIME 5:00 P.M. -12:00 A.M. MONDAY - FRIDAY
5:00 A.M.-8:00 A.M. MONDAY-FRIDAY
S222.001HR
DOUBLE TIME* 12:01 A.M. - 8:00 A.M. MONDAY - FRIDAY
S296.00/HR
SATURDAY" BILLED AS OVERTIME UNTIL 5:00 P.M. &
S222.00,11R
DOUBLE TIME AFTER 5:00 P.M.
$296.00/EIR
SUNDAYS&
HOLIDAYS.... BILLED AS DOUBLE TIME
S296.00/HR
TRAVEL EXPENSE
S0.68 PER MILE
PUBLIC TRANSPORTATION / AUTO RENTAL
AT COST
LODGING, PHONE-MISC., ETC
AT COST
MEALS
S601PER DIEM
PLC & MOTION CONTROL RATES'
STANDARD PLC TROUBLESHOOTING/PROGRAMMING
S178.00/HR
MOTION CONTROL(SERVO)TROUBLESHOOTING/PROGRAMMING
SI78.00/HR
YASKAWA MOTION CONTROL SERVICE/PROGRAMMING
S190.001HR
'THESE ARE BASE RATES. THE SAME OVERTIME AND HOLIDAY ADDERS APPLY TO THESE RATES.
MINIMUM BILLING CHARGE FOR REGULAR SERVICE IS TWO (2) HOURS. THE MINIMUM HOURLY BILLING
CHARGE FOR ALL OTHER TIMES IS FOUR (4) HOURS. TRAVEL TIME AND MILEAGE ALSO APPLIES.
TRAVEL TIME IS PORTAL TO PORTAL (Buena Park and back) AND IS INVOICED AT THE SAME RATES AS LISTED
ABOVE.
STAND-BY TIME IS ANY TIME SPENT ON OR OFF THE JOB SITE WAITING TO DO THE NECESSARY WORK AND IS
BILLED ACCORDING TO THE SERVICE RATES LISTED ABOVE.. IF A SERVICE TECHNICIAN IS ON STAND BY, THE
TECHNICIAN IS OBLIGATED TO BE AVAILABLE FOR CALL IN.
TERMS: NET 30 DAYS (Upon Credit Approval), CREDIT CARD (3 %processing charge addcd to invoice), COD, WIRE
TRANSFER
WHEN A DETAILED REPORT OF TRAVEL EXPENSES ARE REQUESTED, THERE WILL BE A CHARGE OF
S50.00 PER INVOICE TO FURNISH THE RECEIPTS.
RATES SUBJECT TO CHANGE WITHOUT NOTICE
By issuing a Purchase Order and signing below, you agree to pay the above mtess for the work that is being carried
out:
Customer Signature: Date: