05-1209_NORHTERN DIGITAL, INC_Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this q+ -ti_ day of [ c o 6
2005, by and between the City of San Juan Capistrano (hereinafter referred to
as the "City") and Northern Digital. Inc., (hereinafter referred to as "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal to provide design and install of a PLC control system at the Hidden Mountain
Pump Station; and
WHEREAS, Consultant is qualified by virtue of experience, training, education
and expertise to accomplish such services.
NOW, THEREFORE, City and Consultant mutually agree as follows:
Section 1. Scope of Work.
The scope of work to be performed by Consultant shall consist of those tasks as
set forth in Exhibit "A," attached and incorporated herein by reference.
Consultant warrants that all of its services shall be performed in a competent,
professional and satisfactory manner and in accordance with the prevalent standards of
its profession.
Section 2. Term.
This Agreement shall commence on the effective date of this Agreement and
services required hereunder shall be completed by no later than 90 days.
Section 3. Compensation.
3.1 Amount.
Total compensation for the scope of services for this Project shall not exceed
sixteen thousand three hundred fifty dollars ($16,350), as set forth in Exhibit "A,"
attached and incorporated herein by reference.
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3.2 Rate Schedule.
The services shall be billed to the City at the hourly rate set forth in Exhibit 'A,"
attached and incorporated herein by reference. Included within the compensation are
all the Consultant's ordinary office and overhead expenses incurred by it, its agents and
employees, including meetings with the City representatives and incidental costs to
perform the stipulated services. Submittals shall be in accordance with Consultant's
proposal.
3.3 Method of Payment.
Consultant shall submit monthly invoices based on total services, which have
been satisfactorily completed and specifying a percentage of projected completion for
approval by the City. The City will pay monthly progress payments based on approved
invoices in accordance with this Section.
For extra work not part of this Agreement, a written authorization from City is
required prior to Consultant undertaking any extra work.
3.4 Records of Expenses.
Consultant shall keep complete and accurate records of all costs and expenses
incidental to services covered by this Agreement. These records will be made available
at reasonable times to City.
Section 4. Independent Contractor.
It is agreed that Consultant shall act and be an independent contractor and not
an agent or employee of City, and shall obtain no rights to any benefits which accrue to
City's employees.
Section 5. Limitations Upon Subcontracting and Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals
and employees were a substantial inducement for City to enter into this Agreement.
Consultant shall not contract with any other entity to perform the services required
without written approval of the City. This Agreement may not be assigned, voluntarily or
by operation of law, without the prior written approval of the City. If Consultant is
permitted to subcontract any part of this Agreement by City, Consultant shall be
responsible to City for the acts and omissions of its subcontractor as it is for persons
directly employed. Nothing contained in this Agreement shall create any contractual
relationships between any subcontractor and City. All persons engaged in the work will
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be considered employees of Consultant. City will deal directly with and will make all
payments to Consultant.
Section 6. Chanaes to Scope of Work.
In the event of a change in the Scope of Work provided for in the contract
documents as requested by the City, the Parties hereto shall execute an addendum to
this Agreement setting forth with particularity all terms of the new agreement, including
but not limited to any additional Consultant's fees.
Section 7. Familiarity with Work and Construction Site.
By executing this Agreement, Consultant warrants that: (1) it has investigated
the work to be performed; (2) it has investigated the proposed construction site,
including the location of all utilities, and is aware of all conditions there; and (3) it
understands the facilities, difficulties and restrictions of the work under this Agreement.
Should Consultant discover any latent or unknown conditions materially differing from
those inherent in the work or as represented by City, it shall immediately inform City of
this and shall not proceed with further work under this Agreement until written
instructions are received from the City.
Section 8. Time of Essence.
Time is of the essence in the performance of this Agreement.
Section 9. Compliance with Law.
Consultant shall comply with all applicable laws, ordinances, codes and
regulations of federal, state and local government.
Section 10. Conflicts of Interest.
Consultant covenants that it presently has no interest and shall not acquire any
interest, direct or indirect, which would conflict in any manner or degree with the
performance of the services contemplated by this Agreement. No person having such
interest shall be employed by or associated with Consultant.
Section 11. Copies of Work Product.
At the completion of the contract period, Consultant shall have delivered to City
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at least one (1) copy of any final reports and architectural drawings containing
Consultant's findings, conclusions, and recommendations with any support
documentation. All reports submitted to the City shall be in reproducible format.
All services to be rendered hereunder shall be subject to the direction and
approval of the City.
Section 12. Ownership of Documents.
All reports, information, data and exhibits prepared or assembled by Consultant
in connection with the performance of its services pursuant to this Agreement are
confidential to the extent permitted by law, and Consultant agrees that they shall not be
made available to any individual or organization without prior written consent of the City.
All such reports, information, data, and exhibits shall be the property of the City and
shall be delivered to the City upon demand without additional costs or expense to the
City. The City acknowledges such documents are instruments of Consultant's
professional services.
Section 13. Indemni .
Consultant agrees to protect, defend and hold harmless City, its elected and
appointed officials and employees from any and all claims, liabilities, expenses or
damages of any nature, including attorneys' fees, for injury or death of any person or
damage to property or interference with use of property and for errors and omissions
committed by Consultant arising out of or in connection with the work, operation or
activities of Consultant, its agents, employees and subcontractors in carrying out its
obligations under this Agreement.
Section 14. Insurance.
Insurance required herein shall be valid for a minimum of one year, or term of
contract, whichever is longer, and it shall be provided by Admitted Insurers in good
standing with the State of California and having a minimum Best's Guide Rating of A -
Class VII or better.
14.1 Comprehensive General Liability.
Throughout the term of this Agreement, Consultant shall maintain in full force and
effect Comprehensive General Liability coverage in the following minimum amounts:
$500,000 property damage;
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$500,000 injury to one person/any one occurrence/not limited to
contractual period;
$1,000,000 injury to more than one person/any one occurrence/not limited
to contractual period.
14.2 Comprehensive Automobile Liability.
Throughout the term of this Agreement, Consultant shall maintain in full force and
effect Comprehensive Automobile Liability coverage, including owned, hired and non -
owned vehicles in the following minimum amounts:
$500,000 property damage;
$500,000 injury to one person/any one occurrence/not limited to
contractual period;
$1,000,000 injury to more than one person/any one occurrence/not limited
to contractual period
14.3 Worker's Compensation.
If Consultant intends to employ employees to perform services under this
Agreement, Consultant shall obtain and maintain, during the term of this Agreement,
Worker's Compensation Employer's Liability Insurance in the statutory amount as
required by state law.
14.4 Proof of Insurance Requirements/Endorsement.
Prior to beginning any work under this Agreement, Consultant shall submit the
insurance certificates, including the deductible or self -retention amount, and an
additional insured endorsement to the Consultant's general liability and umbrella liability
policies to the City Clerk's office for certification that the insurance requirements of this
Agreement have been satisfied.
14.5 Errors and Omissions Coverage
Throughout the term of this Agreement, Consultant shall maintain Errors and
Omissions Coverage (professional liability coverage) in an amount of not less than One
Million Dollars ($1,000,000). Prior to beginning any work under this Agreement,
Consultant shall submit an insurance certificate to the City Clerk's office for certification
that the insurance requirements of this Agreement have been satisfied.
14.6 Notice of Cancellation/Termination of Insurance.
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The above policy/policies shall not terminate, nor shall they be cancelled, nor the
coverages reduced, until after thirty (30) days' written notice is given to City, except that
ten (10) days' notice shall be given if there is a cancellation due to failure to pay a
premium.
14.7 Terms of Compensation.
Consultant shall not receive any compensation until all insurance provisions have
been satisfied.
14.8 Notice to Proceed.
Consultant shall not proceed with any work under this Agreement until the City
has issued a written "Notice to Proceed" verifying that Consultant has complied with all
insurance requirements of this Agreement.
Section 15. Termination.
City and Consultant shall have the right to terminate this Agreement without
cause by giving thirty (30) days' advance written notice of termination to the other party
In addition, this Agreement may be terminated for cause by providing ten (10)
days' notice to the other party of a material breach of contract. If the other party does
not cure the breach of contract, then the agreement may be terminated subsequent to
the ten (10) day cure period.
Section 16. Notice.
All notices shall be personally delivered or mailed to the below listed addresses,
or to such other addresses as may be designated by written notice. These addresses
shall be used for delivery of service of process:
To City: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Public Works Director
To Consultant: Northern Digital, Inc.
5555 Business Park South
Suite 100
Bakersfield, CA 93309-1190
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Section 17. Attorneys' Fees.
If any action at law or in equity is necessary to enforce or interpret the terms of
this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs
and necessary disbursements in addition to any other relief to which he may be entitled.
Section 18. Dispute Resolution.
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration
under the auspices of the Judicial Arbitration and Mediation Service ("JAMS").
Section 19. Entire Agreement.
This Agreement constitutes the entire understanding and agreement between the
parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF SAN JUAN CAPISTRANO
David F. Adams, City Manager
CONSULT
By: IWhKTl7V iemer , Yl'
Northern Digital, Inc.
ATTEST:
Marg retW W. Monahan6iCIE%
APPROVED AS FORM:
John R. Shaw, City Attorney
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www.norlhemdiAtatmm
November 11, 2005
City of San Juan Capistrano
32400 Pasco Adelanto
San Juan Capistrano, CA 92675
Attn: Eric Bauman
RE: REVISED PROPOSAL: Hidden Mountain Pump Station - PLC Control
Panel, Instrumentation, and SCADA Integration
Northern Digital Bid Proposal No. 20384-00 Revision 3
Hidden Mountain Pump Station:
Northern Digital, Inc. is pleased to submit this proposal to design and install a new PLC
control system at the Hidden Mountain Pump Station. The primary purpose of the new
PLC panel is to run the station on Flow Control, with future capability (excludes
programming) to operate the pumps as a normal pump station. PLC 1/0 modules may
need to be added to the panel for future pump control. NDI services include: Installing
an existing PLC Panel, Alligator radio, and Pressure Transmitter (Provided by the City),
providing PLC programming, SCADA programming, installation, and system startup.
Price:
The Total Lump Sum Price for the deliverables listed below is: $16,350.00
Deliverables:
• Panel drawing submittal for the PLC Control Panel including wiring diagrams.
• Control strategies submittal.
• Test procedure submittal.
• PLC Panel modifications (As required) and Installation
• PLC and Data Concentrator programming.
• HMI SCADA programming (database and screen development)
• Radio Survey
• Radio system installation including antenna pole, cable, and antenna.
• Pressure transmitter installation including conduit run to PLC panel.
• Point to Point QC, Instrument calibration & loop checks.
• Operational testing and startup.
• Project closeout documentation (As - Builds)
• Materials provided by NDI as listed below.
EXHIBIT "A'r
NDI Project # 20384-00 R3 City of San Juan Capistrano- Hidden Mountain Pump Station Page 1
•
NDI-Headquarters
5555 Business Park South
Suite 100
Bakersfield, CA 93309-1190
NORTHERN
6044
NDI- So Cal
ND1- So Cal
4 °"S'sv H
DIGITAL,
INC.
9� C 80D
www.norlhemdiAtatmm
November 11, 2005
City of San Juan Capistrano
32400 Pasco Adelanto
San Juan Capistrano, CA 92675
Attn: Eric Bauman
RE: REVISED PROPOSAL: Hidden Mountain Pump Station - PLC Control
Panel, Instrumentation, and SCADA Integration
Northern Digital Bid Proposal No. 20384-00 Revision 3
Hidden Mountain Pump Station:
Northern Digital, Inc. is pleased to submit this proposal to design and install a new PLC
control system at the Hidden Mountain Pump Station. The primary purpose of the new
PLC panel is to run the station on Flow Control, with future capability (excludes
programming) to operate the pumps as a normal pump station. PLC 1/0 modules may
need to be added to the panel for future pump control. NDI services include: Installing
an existing PLC Panel, Alligator radio, and Pressure Transmitter (Provided by the City),
providing PLC programming, SCADA programming, installation, and system startup.
Price:
The Total Lump Sum Price for the deliverables listed below is: $16,350.00
Deliverables:
• Panel drawing submittal for the PLC Control Panel including wiring diagrams.
• Control strategies submittal.
• Test procedure submittal.
• PLC Panel modifications (As required) and Installation
• PLC and Data Concentrator programming.
• HMI SCADA programming (database and screen development)
• Radio Survey
• Radio system installation including antenna pole, cable, and antenna.
• Pressure transmitter installation including conduit run to PLC panel.
• Point to Point QC, Instrument calibration & loop checks.
• Operational testing and startup.
• Project closeout documentation (As - Builds)
• Materials provided by NDI as listed below.
EXHIBIT "A'r
NDI Project # 20384-00 R3 City of San Juan Capistrano- Hidden Mountain Pump Station Page 1
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SIGNAL ISOLATOR - (1) 4-20MA IN (2) PHOENIX
20MA OUT
MCR-FL-C-UI-2UI-
DC1
1
4 VDC IN, 12.8 VDC Out, 2.1 Amp Newmar
DC -DC Converter
32-12-3
1.
Misc Hardware, Terminals, Wire, Various
Labels, Etc.
Various
1.
ntenna cableand connectors. N/A
1.
ntenna Pole — 2" X 20 Ft
1.
Misc. Conduit, wire and fittings
1.
Materials provided by the City of San Juan Capistrano:
• PLC control panel complete.
• Rosemount pressure transmitter.
• Alligator Radio with Antenna.
Payment Terms:
Progress payments required. Monthly billing based on percent complete. Payment due
net 30 days from date of invoice. All invoice amounts, which are 30 days past due will
be subject to an interest penalty of 1.5% per month.
Thank you for your interest in our services. If you have any questions or if we can be of
further assistance, please give me a call @ 661-322-6044 ext 241.
Sincerely,
Martin Obermire
Vice President
Cell: 661-330-2429
Office: 661-322-6044 Ex 241
NDI Project # 20384-00 R3 City of San Juan Capistrano- Hidden Mountain Pump Station Page 2
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CITY CLERK'S DEPARTMENT - ACTION REMINDER
TO: Eric Bauman, Water Engineer Manager
FROM: , - DATE: May 23, 2006
SITUATION:
On December 9, 2005, the City of San Juan Capistrano entered into a Personal Services
Agreement with Northern Digital, Inc. to provide design and installment of a PLC Control
System at the Hidden Mountain Pump Station.
ACTION REQUESTED:
Said Agreement states services shall be completed by March 9, 2006.
On March 13, 2006, agreement extended to June 9, 2006.
Please notify our office if agreement has been completed or will be extended.
ACTION TO BE TAKEN:
A
DATE WHEN NEXT ACTION (S) SHOULD BE TAKEN:
SIGNATURE OF OFFICIAL TAKING ACTION:
DATE SIGNED:
Tickler Date: 02/23/06
Deadline Date: 03/09/06
cc: Department Head
(600.30/northern digital)
***FOR CITY CLERK'S DEPARTMENT USE ONLY***
05/23/06
06/09/06
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CITY CLERK'S DEPARTMENT - ACTION REMINDER
TO: Eric Bauman, Water Engineer Manager
FROM: Maria Guevara, Acting Deputy City Clerk DATE: February 23, 2006
SITUATION:
On December 9, 2005, the City of San Juan Capistrano entered into a Personal Services
Agreement with Northern Digital, Inc. to provide design and installment of a PLC Control
System at the Hidden Mountain Pump Station.
ACTION REQUESTED:
Said Agreement states services shall be completed by March 9, 2006.
Please notify our office if agreement has been completed or will be extended.
ACTION TO BE TAKEN:
DATE WHEN NEXT ACTION (S) SHOULD BE TAKEN:
'�L "D 4y-
SIGNATURE OF OFFICIAL TAKING ACTION: l/
o..
DATE SIGNED: G��.3�OCr
***FOR CITY CLERK'S DEPARTMENT USE ONLY***
Tickler Date: 02/23/06
Deadline Date: 03/09/06
cc: Department Head
(600.30/northern digital)