HomeMy WebLinkAbout25C - AMENDMENT TO AGREEMENT TRANSDYN CONTROLREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
DECEMBER 19, 2011
TITLE:
AMENDMENT TO AGREEMENT WITH
TRANSDYN CONTROLS, INC. FOR
SUPERVISORY CONTROL AND DATA
ACQUISITION SYSTEM UPGRADES
education 18t
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
? As Recommended
? As Amended
? Ordinance on 1St Reading
? Ordinance on 2nd Reading
? Implementing Resolution
? Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and the Clerk of the Council to execute the attached amendment to the
agreement with Transdyn Controls, Inc. to provide additional support services and equipment for the
Supervisory Control and Data Acquisition System (SCADA) for an additional not-to-exceed amount
of $20,000, subject to nonsubstantive changes approved by the City Manager and City Attorney.
DISCUSSION
The City's water production facilities are controlled by a Supervisory Control and Data Acquisition
(SCADA) System. The system utilizes remote programmable controllers at each water production
site and a central computer system located at the City Yard to remotely operate wells, pumps, and
reservoirs. Uninterrupted reliability and functionality of this system is required to maintain operation
of the water system. The existing system was installed by Transdyn Controls, Inc. in 1992 and was
most recently upgraded in 2006.
The current system provided by Transdyn has functioned since 1992 without failure. Due to recent
upgrades and additions to the water production system such as the West Station Upgrades, the
Water Resources Division has been experiencing communication problems with the SCADA system
that have not been resolved. Transdyn provided an estimate to troubleshoot the errors in the
system and to supply spare equipment radios for future hardware failures.
The City has an existing $25,000 agreement (N-2009-90-2) with Transdyn Controls, Inc. to provide
support services and equipment for unexpected problems occurring with the SCADA system, of
which $20,000 has been exhausted. The additional work will exceed the existing agreement and
therefore, staff is requesting an additional $20,000 for the extra support service and replacement
equipment.
25C-1
Amendment to Agreement withTransdyn Controls, Inc.
For Supervisory Control and Data Acquisition System
December 19, 2011
Page 2
ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.
FISCAL IMPACT
This amendment will add a not-to-exceed amount of $20,000 to the existing agreement with
Transdyn Controls, Inc. Funds are available in the Water Production and Supply Fund (accounting
unit 06017640-62300).
APPROVED AS TO FUNDS AND ACCOUNTS:
Rau Godinez II Francisco Gutierrez
Executive Direct Executive Director
Public Works Agency Finance & Mgmt. Services Agency k-
RG/RB
25C-2
THIRD AMENDMENT TO AGREEMENT
THIS THIRD AMENDMENT TO AGREEMENT is entered into on December 19, 2011,
by and between Transdyn, Inc., a Delaware corporation ("Consultant") 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 parties entered into that certain Agreement N-2009-090, dated May 6, 2009, (hereinafter
..said Agreement") by which Consultant has provided service and maintenance for the
City's Water Supervisory Control and Data Acquisition System (hereinafter "SCADA").
B. The parties have amended the Agreement to add to the scope of services, extend the
term and increase compensation to pay for additional services.
C. In accordance with the terms and conditions of said Agreement, the parties again wish to
increase compensation in order to pay for additional required services required.
WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all
the terms and conditions of said Agreement, except those amended in this Third Amendment to
Agreement, the parties agree as follows:
1. Section 1, SCOPE OF SERVICES, shall be amended to add a subsection A.1 which will read
in full as follows:
"A.1. In order to update the systemConsultant shall provide radios and onsite configuration
training and communication troubleshooting at the West Reservior Pump Station as set forth
in Consultants Proposal dated November 18, 2011, attached hereto as Exhibit A-2 and
incorporated by this reference."
2. Section 2, COMPENSATION, shall be amended to increase compensation by $20,000, for a
total not to exceed amount of $45,000, to pay for the services during FY2011-12, at the rates
and charges set forth in Exhibit A-l, attached hereto and incorporated by this reference.
3. Except as hereinabove amended, all terms and conditions of said Agreement shall remain in
full force and effect.
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25C-3
IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to Agreement
on the date and year first written above.
ATTEST:
Maria D. Huizar,
Clerk of the Council
APPROVED AS TO FORM:
Joseph Straka, Interim City Attorney
RECOMMENDED FOR APPROVAL:
Raul Godinez, II
Executive Director -PWA
CITY OF SANTA ANA
PAUL M. WALTERS
Acting City Manager
TRANSDYN, INC.
(NAME)
(Title)
25C-4
Exhibit A-1
T AN DYN
TRANSDYN, INC
PROFESSIONAL AND SUPPORT SERVICES
Transdyn is pleased to provide the following categories of services:
PROFESSIONAL SERVICES
Classification Hourly Rate
Division/Department Manager $210.00
Sr. Project Manager 195.00
Project Manager 180.00
Sr. Software Engineer 200.00
Software Engineer 150.00
Sr. Systems Engineer 170.00
Systems Engineer 130.00
Applications Engineer 110.00
Field Specialist 140.00
Field Technician 100.00
Designer/Draftsperson 90.00
Administrative Support 80.00
II. FIELD SERVICES
Field Services supplied to customers not covered by an established Contract Service
Agreement or services as requested by a customer for a specific day, time or reason,
outside the scheduled service provided under a Contract Service Agreement.
Description Demand Service
Service and Travel Time Portal to Portal (See Note).
a. Std. work hours 8:00 a.m. to 5:00 p.m. Standard Rate per I and III
b. Saturday and hours other than 8:00 a.m. to 5:00 p.m. 1.5 times Standard Rate
c. Sundays and Legal Holidays Double Standard Rate
Note: The base location for travel time will be Transdyn's nearest service office. Minimum service charge
will equal 4 hours at appropriate service rate.
III. SHOP FABRICATION SERVICES
Shop fabrication services are available at a shop rate of $80.00 per hour. Materials will
be invoiced at cost plus 25%. Normal shop expenses are included within the above
rates; however, additional expenses such as freight, travel, etc., will be billed at cost.
Shop/field calibration, acceptance testing, start-up, etc., are considered field services
and will be charged at the appropriate field service rates.
rev: January 19, 2010
25C-5
ch Page 2 2
TRANSDYN, IN C
Professional and Support Services
IV. TRANSDYN'S PERSONNEL RATES
Normal labor charges will be at the hourly rates shown in the above tables for each labor
classification. Time in excess of 8 hours per day or 40 hours per week is termed
overtime. When client authorized, overtime rates are 1.5 times normal rates. Rates are
in USD.
Quoted rates are subject to reasonable adjustment after December 31, 2010.
V. SUBCONTRACTED WORK
When it is necessary to supplement our staff with consultants or outside subcontractors,
these services are billed at our cost plus 15%.
VI. EXPENSES
Additional expenses are charged at cost plus 15%. These reimbursable costs include,
but are not limited to:
Travel (air fare, auto rental, public transportation and subsistence)
Use of company vehicles ($90/day) and employee cars ($0.65/mile)
Equipment rental or purchase
Long distance and cellular telephone, fax , postage, courier and reproduction work
Applicable sales taxes and freight charges
VII. MATERIALS
Material is charged at list price plus 15%. Applicable sales, excise taxes, fees and
freight charges are added as applicable.
VIII. DOCUMENTATION
All agreed upon documentation including manuals, drawings and reproductions, will be
furnished to the client during or at the close of the job. We reserve the right to retain
either originals or reproductions of all of our work for our files.
IX. TERMS, CONDITIONS, AND CLARIFICATIONS
The attached terms, conditions, and clarifications shall also apply.
rev: January 19, 2010
25C-6
0
TRANSDYN, INC.
TERMS AND CONDITIONS
1. ACCEPTANCE. Prices quoted are firm for 60 days unless otherwise stated In quotation. Acceptance of your order is expressly
conditional upon acceptance of these Terms, which shall constitute the complete agreement. No waiver or modification of any
Terms shall be binding on Seller unless made in writing and signed by the Seller's authorized representative.
2. PRICE ADJUSTMENTS. If shipment is delayed for any reason by Purchaser, Seller may adjust prices based on prevailing
conditions and add all costs caused by the delay. Seller may store the products at which time the risk of loss shall pass to
Purchaser and all storage expenses shall be paid by Purchaser.
3. TAXES. Prices quoted do not Include any property, sales, use or other taxes levied on the equipment, services, or this agreement.
Purchaser shall pay for such taxes unless Purchaser furnishes a proper tax exemption certificate.
4. TERMS OF PAYMENT.
A. All invoices are due 15 days from Invoice, and payable in U.S. funds, free of any exchange or other charges.
B. Purchaser shall, without formal notice, be liable for interest on past due amounts at 3% over the prime rate.
C. All shipments shall be subject to the ongoing approval of Sellers Credit Department.
5. DELIVERY. Seller shall, after consulting Purchaser, deliver products F.O.B. point of shipment, with freight invoiced to Purchaser.
For any shipment, Purchaser must unpack Immediately and if damage is discovered must: a) not remove product from point of
examination unless necessary to protect the product; b) retain shipping container and packing material; c) notify carrier's agency to
make inspection; d) send Seller's copy of carrier's inspection report; and e) take necessary steps to protect the equipment from
any damage. In no event is Seller liable for any claims or damages if these steps are not followed.
6. CHANGE ORDER. If Purchaser requests changes in the scope of work, Seller shall review the request and notify Purchaser of
the effect on price, delivery, performance, and other contract terms by Seller under the order or contact.
All Change Orders shall state the adjustment to scope of work, contract price, and other relevant terms. No change shall bind
Seller unless made in writing and signed by Sellers authorized representative.
7.. DELAY. Seller shall not be liable for delays due to causes beyond its control, including without limitation, acts or omissions of
Purchaser, acts of God, Government regulations, fires, strikes, floods, riot, war, embargoes, transportation delays, or inability to
obtain labor, materials, or manufacturing facilities despite diligent efforts. In no event shall the contract be canceled by Purchaser,
due to delays or any other cause, except by written agreement (see Termination paragraph 13). No damages for late shipment
may be assessed against Seller.
8. WARRANTIES. Seller warrants the equipment and services of its own manufacture against defects in material and workmanship
for one year' from delivery or, if installed by Seller, for one year' from installation of equipment/performance of services or portions
thereof but not to exceed eighteen months' from shipment, provided Purchaser must give Seller immediate written notice upon
discovery of the defect and immediately ceases use of equipment to prevent further damage. Seller's obligation is limited to
furnishing a repaired or replacement part or, at its option, to repairing the defective part F.O.B. Seller's plant. Purchaser shall pay
cost of field labor. This warranty excludes equipment or services damaged due to: abuse: accident; alteration or repair by anyone
other than Seller's authorized representatives; Improper storage; misuse; improper maintenance; failure to observe instructions;
improper or unauthorized access or use; hacker or cracker intrusion or disruption; distributed denial of service attacks; computer
viruses or worms; loss, theft, misuse, alteration or corruption of data, programs or information; failure of network security; or other
acts, omissions, torts or crimes.
Seller reserves the right to investigate claims by Purchaser as to defects. Buyer shall pay costs to investigate invalid claims and
for any repair or replacement shown by investigation not to be covered by warranty.
Products supplied but not manufactured by Seller shall be subject only to the warranty extended by the original manufacturer.
THE WARRANTIES SET FORTH IN THIS PROVISION ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES
WHETHER STATUTORY, EXPRESS OR, IMPLIED (INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OR TRADE),
EXCEPT OF TITLE AND AGAINST PATENT INFRINGEMENT.
`or such period as required by specifications
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rev: January 19, 2010
25C-7
0
9. LIMITATION OF LIABILITY. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL
DAMAGES ARISING IN ANY WAY WHATSOEVER. Seller, its contractors and suppliers of any tier, shall not be liable In contract,
tort or otherwise for damage to or loss of other property or equipment or systems, cost of capital, cost of replacement power or
equipment, increased operating expenses, delay damages, or claims of Purchasers customers no matter how caused, including if
caused by: abuse; accident; alteration or repair by anyone other than Sellers authorized representatives; improper storage;
misuse; improper maintenance; failure to observe instructions; improper or unauthorized access or use; hacker or cracker intrusion
or disruption; distributed denial of service attacks; computer viruses or worms; loss, theft, misuse, alteration or corruption of data,
programs or Information; failure of network security; or other acts, omissions, torts or crimes.
Purchasers remedles stated herein are exclusive and the Seller's liability with respect to any contract, or the performance or
breach thereof, relating in any way to any work or equipment covered by this contract, whether In contract, tort, or otherwise shall
not exceed the price of the particular equipment or part or service for which such liability is claimed. This provision shall survive
termination of the contract.
10. PATENT OR COPYRIGHT INFRINGEMENT. Subject to the following provisions, Seller shall, at its own expense, defend or at its
option settle any claim, suit, or proceeding ("Claim°) brought against Purchaser, so far as based on an allegation that any goods,
material, equipment, device, computer program, or article, or any part thereof (hereinafter "Product") furnished hereunder
constitutes a direct or contributory Infringement of any claim of any U.S. patent or copyright. The obligation shall be effective only
if Purchaser has made all payments due, notifies Seller promptly in writing, and gives Information and assistance for the defense
of the Claim. Seller shall pay all damages and costs awarded in defending such claim. If the Product furnished becomes the
subject for any Claim for infringement of any U.S. patent or copyright, or if adjudication states that such Product infringes any U.S.
patent or copyright, or if the use or sale of the Product is enjoined, Seller shall at Its option and expense either a) procure for the
Purchaser the right to continue using the Product; or b) replace it with a non-infringing product; or c) modify it so it becomes non-
infringing; or d) remove it and refund the purchase price and the transportation and installation costs thereof.
The foregoing indemnity does not apply to patented processes performed by or with the aid of the Product, or another product
produced thereby, products supplied according to a design required by Purchaser and other than Seller, combination of the
Product with another product not furnished hereunder unless Seller is a contributory infringer, or any settlements of a Claim made
without Sellers written consent.
The foregoing states the Sellers entire liability with respect to patent or copyright infringement by said Product. This provision
shall survive the termination of the contract.
11. TECHNICAL DOCUMENTS. Unless certified as binding, technical documents shall serve as an approximation only. Seller
reserves the right to make any necessary alterations. Technical documents bearing proprietary notices shall be held in confidence
by Purchaser, shall remain Sellers exclusive property, and shall not be copied or disclosed to other persons without Sellers
written consent.
12. TERMINATION OR CANCELLATION. Contracts shall not be terminated or canceled without Sellers written consent. If Seller
accepts cancellation, Purchaser agrees to pay without delay the full contract price for all completed work, suitable charges for
unfinished work (including actual expenditures plus overhead charges) and all other reasonable termination costs.
13. TITLEIRISK OF LOSS. The Product sold shall remain Sellers personal property until fully paid. The Purchaser agrees to perform
all acts necessary to protect and assure retention of title to such Product by Seller until Purchaser has made full payment. Risk of
loss of any part of the Product shall pass to the Purchaser upon delivery at the designated delivery (F.O.B.) point.
14. SOFTWARE LICENSES. Any software supplied as part of this order shall remain the property of the Seller or its Licensors.
Purchaser agrees to execute a license or sublicense agreement, as applicable, prior to delivery of any software or software
documentation.
15. INSURANCE. Unless additional coverage or limits are provided for by specification, Seller agrees at all times during the
performance of its work to maintain in force Insurance as follows:
A. Statutory Workers Compensation In all states includes employers liability subject to a limit of $1,000,000 each accident.
B. Comprehensive Automobile Liability: Combined Single Limit: $1,000,000
C. Comprehensive General Liability:
General Aggregate $2,000,000
Products-Comp/OP Aggregate $2,000,000
Personal & Adv. Injuries $1,000,000
Each Occurrence $1,000,000
Fire Damage $50 000
Medical Expense an one person) $5000
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rev: January 19, 2010
25C-8
EXHIBIT A-2
SCOPE OF SERVICES
Reference: City of Santa Water SCADA System Maintenance and Service
Transdyn, Inc., Project #107358 (5985)
Subject: Task Order RFQ, MDS Radios & Onsite Troubleshooting
We herein submit our proposal in the amount of $15,117.00 to perform the following
additional work:
Work Included:
• Provision of Six (6) GE MDS iNETII-AP/DG iNETII 900 Access Point/Remote
Dual Gateway radios - provide both serial and Ethernet connections, and are
configurable as an Access Points or Remote Dual Gateways, 1 Mbps, 902-928
MHz, AES-128 Encryption.
• Two days onsite radio configuration training and communication troubleshooting
at the West Reservoir/Pump Station. Any onsite time and expenses in addition to
the two days included will be billed at our published Professional and Support
Services rates (copy attached).
• Associated material procurement, travel expenses, freight, project administration
and applicable sales tax.
Work Not Included:
• Any installation of provided spare parts.
25C-9
25C-10