1h SCADA System
CITY OF
CHANHASSEN
7700 Market Boulevard
PO Box 147
Chanhassen, MN 55317
Administration
Phone: 952.227.1100
Fax: 952.227.1110
Building Inspections
Phone 952.227.1180
Fax: 952.227.1190
Engineering
Phone: 952.227.1160
Fax: 952.227.1170
Finance
Phone 952.227.1140
Fax: 952.227.1110
Park & Recreation
Phone 952.227.1120
Fax: 952.227.1110
Recreation Center
2310 Coulter Boulevard
Phone: 952.227.1400
Fax: 952.227.1404
Planning &
Natural Resources
Phone: 952.227.1130
Fax: 952.227.1110
Public Works
1591 Park Road
Phone 952.227.1300
Fax: 952.227.1310
Senior Center
Phone: 952.227.1125
Fax: 952.227.1110
Web Site
www.ci.chanhassen.mn.us
MEMORANDUM
TO:
Todd Gerhardt, City Manager
FROM:
7°'
Paul Oehme, City Engineer/Dir. of Public Works \ .
DATE:
December 13, 2004
SUBJ:
Amended Agreement for SCADA Improvements - PW307D
Staff is recommending the contract for the SCADA system improvements in the
December 13, 2004 Council packet (Item Ih) be replaced with the attached
modified agreement. Due to legal issues between U.S. Filter and Quality Flow
Systems, both firms cannot be the Contractor of this project. It is recommended
that the agreement have Quality Flow Systems as the "Contractor" and U.S. Filter
as the "Guarantor". The City Attorney has reviewed this change as finds it
acceptable. The agreement change will not alter how the project will be
completed. Both Quality Flow Systems and U.S. Filter will work on the
integration the same way as outlined in the background. The contract title has
also been modified to include system improvements and expansion.
RECOMMENDA TION
Due to the agreement change, the motion for this item should be modified to read
"Approve a Professional Service Contract with Quality Flow Systems; Approve
Plans and Specifications and Authorize Advertisement for Bids for Hardware and
Electrical Services for SCADA Improvements."
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Attachment
G:\ENG\scaDAIMerro agreement change 121304.doc
The City 01 Chanhassen · A growing community with clean lakes, quality schools, a charming downtown, thriving businesses, winding trails, and beautiful parks. A great place to live, work, and play.
,
AGREEMENT FORSCADA SYSTEM IMPROVEMENTS AND
EXPANSION
THIS AGREEMENT is made this
day of December, 2004, by, between and
among the CITY OF CHANHASSEN, a Minnesota municipal corporation, located at 7700
Market Boulevard, Chanhassen, Minnesota 55317 ("CITY"), a~d U.S. FILTER CONTROL
SYSTEMS, INC. ("GUARANTOR") and QUALITY FLOW SYSTEMS, INC.
("CONTRACTOR").
WITNESSETH:
WHEREAS, the CITY desires to secure the services of a qualified systems integrator to
perform software development, install new Supervisory Control and Data Acquisition (SCADA)
equipment, integrate the equipment and software at the CITY's water and wastewater facilities
(hereinafter referred to as the "Project"); and
WHEREAS, the CONTRACTOR represents that it has the professional expertise and
capabilities to provide the necessary labor and materials to undertake the Project work; and
WHEREAS, the CITY desires to have the CONTRACTOR enter into a contract with the
CITY to complete the Project work; and
NOW, THEREFORE, in consideration of the terms and conditions expressed herein, the
parties agree as follows:
I. TERM OF AGREEMENT
The term of this Agreement shall commence on the date an executed Agreement is
received by the CONTRACTOR and expire upon completion of all the terms and conditions of
this Agreement, subject to termination as provided in Subdivision V.
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II. DUTIES OF CONTRACTOR
A. The CONTRACTOR shall make improvements and expand the CITY's SCADA
system, provide system integration services and software development services in accordance
with CONTRACTOR's proposal dated December 2,2004, incorporated by reference herein as
Exhibit A, on a unit price basis for a total amount of FIVE HUNDRED FOURTY-FOUR
THOUSAND TWO AND NO/lOO DOLLARS ($544,002.00), inclusive of any taxes subject to
change only by the written mutual agreement of the parties. CONTRACTOR agrees that the
CITY will pay CONTRACTOR progress payments upon completion of each unit of work,
provided however, that the CONTRACTOR's duties under the requested payment shall have
been completed and accepted by the CITY.
B. The CONTRACTOR agrees to complete the project, as proposed, and perform all
other terms and conditions according to the CONTRACTOR's proposal (Exhibit A) and support
letter (Exhibit B). Work shall be completed on or before June 6,2005.
C. The CONTRACTOR shall defend, indemnify and hold harmless the CITY of
Chanhassen, its officials, employees and agents, from any third party (including any agent or
subcontractor) claims, causes of action, lawsuits, damages, losses, or expenses, including
attorney fees, arising out of or resulting from the CONTRACTOR's (including its officials,
agents or employees) negligent performance of the duties required under this Agreement,
provided that any such claim, damages, loss or expense is attributable to bodily injury, sickness,
diseases or death or to injury to or destruction of property and is caused in whole by any
negligent act or omission or willful misconduct of CONTRACTOR. CONTRACTOR shall have
the sole authority to direct the defense of and settle any indemnified claim. CONTRACTOR's
indemnification is condition on the CITY (a) promptly, within ninety (90) days from the
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completion of the work, notifying CONTRACTOR of any claim, and (b) providing reasonable
cooperation in the defense of any claim.
D. It is agreed that nothing herein contained is intended or should be construed in any
manner as creating or establishing the relationship of copartners between the parties hereto or as
constituting the CONTRACTOR's staff as the agents, representatives or employees of the CITY
for any purpose in any manner whatsoever. The CONTRACTOR and its staff are to be and shall
remain an independent CONTRACTOR with respect to all services performed under this
Agreement. The CONTRACTOR represents that it has, or will secure at its own expense, all
personnel required in performing services under this Agreement. Any and all personnel of the
CONTRACTOR or other persons, while engaged in the performance of any work or services
required by the CONTRACTOR under this Agreement, shall not be considered employees of the
CITY, and any and all claims that mayor might arise under the Workers' Compensation Act of
the State of Minnesota on behalf of said personnel or other persons while so engaged, and any
and all claims whatsoever on behalf of any such person or personnel arising out of employment
or alleged employment including, without limitation, claims of discrimination against the
CONTRACTOR, its officers, agents, subcontractors or employees shall in no way be the
responsibility of the CITY; and the CONTRACTOR shall defend, indemnify and hold the CITY,
its officers, agents and employees harmless from any and all such claims regardless of any
determination of any pertinent tribunal, agency, board, commission or court. Such personnel or
other persons shall not require nor be entitled to any compensation, rights or benefits of any kind
whatsoever from the CITY, including, without limitation, tenure rights, medical and hospital
care, sick and vacation leave, Workers' Compensation, Unemployment Compensation, disability,
severance pay and PERA.
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E. The parties agree to comply with the Minnesota State Human Rights Act,
Minnesota Statutes, Section 363.
F. During the performance of the Services under this Agreement, CONTRACTOR
shall maintain the following insurance:
(1) General Liability Insurance, with a combined single limit of $2,000,000
for each occurrence and $2,000,000 in the aggregate.
(2) Automobile Liability Insurance, with a combined single limit of
$1,000,000 for each person and $1,000,000 for each accident.
(3) Workers' Compensation Insurance in accordance with statutory
requirements and Employers' Liability Insurance, with a limit of $500,000
for each occurrence.
G. CONTRACTOR shall furnish CITY certificates of insurance on Accord Form 25
which shall include a provision that such insurance shall not be canceled without at least thirty
(30) days' written notice to CITY. CITY shall be named as an additional insured on the General
Liability Insurance policy.
H. The CONTRACTOR agrees that the CITY will own and have the right to use,
reproduce and apply as it desires, any data, reports, analyses and materials which are collected or
developed by the CONTRACTOR or anyone acting on behalf of the CONTRACTOR as a result
of this Agreement.
I. CONTRACTOR shall be responsible for the accuracy of the work and shall
promptly make necessary revisions or corrections resulting from errors and omissions on the part
of CONTRACTOR without additional compensation. CONTRACTOR shall exercise the same
degrees of care, skill and diligence in the performance of the services as is ordinarily possessed
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and exercised by a professional engineer under similar circumstances. No other warranty,
expressed or implied, is included in this Agreement or in any drawing, specification, report, or
opinion produced pursuant to this Agreement.
III. DUTIES OF THE CITY
A. The CITY shall pay the CONTRACTOR progress payments upon completion of
each unit of work. Payment shall be made payable to and delivered to Quality Flow Systems,
Inc., for a total payment of $544,002.00, inclusive of any taxes, subject to change only by the
written mutual agreement of the parties.
B. Payments to CONTRACTOR will be made within thirty (30) days of receipt of
invoice from CONTRACTOR.
IV. MISCELLANEOUS
A. This Agreement represents the entire Agreement between the CONTRACTOR
and the CITY and supersedes and cancels any and all prior agreements or proposals, written or
oral, between the parties relating to the subject matter hereof; and amendments, addenda,
alterations, or modifications to the terms and conditions of this Agreement shall be in writing and
signed by both parties.
B. The CONTRACTOR will comply with all applicable provisions of the Minnesota
Government Data Practices Act, Chapter 13 of the Minnesota Statutes.
C. The CONTRACTOR agrees to comply with all applicable local, state and federal
laws, rules and regulations in the performance of the duties of this contract.
D. Neither party shall assign this Agreement, nor any interest arising herein, without
the written consent of the other party.
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E. Subcontractor: The CONTRACTOR shall not enter into subcontracts for services
provided under this Agreement without the express written consent of the CITY. The
CONTRACTOR shall pay any subcontractor involved in the performance of this Agreement
within ten (10) days of the CONTRACTOR'S receipt of payment by the CITY for undisputed
services provided by the subcontractor. If the CONTRACTOR fails within that time to pay the
subcontractor any undisputed amount for which the CONTRACTOR has received payment by
the CITY, the CONTRACTOR shall pay interest to the subcontractor on the unpaid amount at
the rate of 1-1/2 percent per month or any part of a month. The minimum monthly interest
penalty payment for an unpaid balance of $100 or more is $10. For an unpaid balance of less
than $100, the CONTRACTOR shall pay the actual interest penalty due to the subcontractor. A
subcontractor who prevails in a civil action to collect interest penalties from the CONTRACTOR
shall be awarded its costs and disbursements, including attorney's fees, incurred in bringing the
action.
F. The books, records, documents, and accounting procedures of the
CONTRACTOR, relevant to this Agreement, are subject to examination by the CITY, and either
the legislative or state auditor as appropriate, pursuant to Minnesota Statutes, Section 16C.05,
Subdivision 5.
G. The CONTRACTOR agrees, as a condition of being awarded this Contract, to
require each of its agents, officers and employees to abide by the City of Chanhassen's policies
prohibiting sexual harassment, firearms and smoking, as well as all other reasonable work rules,
safety rules or policies regulating the conduct of persons on CITY property at all times while
performing duties pursuant to this Contract. The CONTRACTOR agrees and understands that a
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violation of any of these policies or rules constitutes a breach of the Contract and sufficient
grounds for immediate termination of the Contract by the CITY.
V. TERMINATION
A. The CITY reserves the right to cancel this Agreement at any time in event of a
material default or violation by the CONTRACTOR of any provision of this Agreement,
provided that such failure remains uncured 30 days after the CONTRACTOR's receipt of notice
of such failure from the CITY or such longer period as may be necessary and agreed upon, in
writing, by the parties to cure such failure provided that CONTRACTOR promptly commences
and diligently pursues such cure to completion. The CITY may take whatever action at law or in
equity that may appear necessary or desirable to collect reasonable direct out of pocket costs
arising from a default or violation or to enforce performance of this Agreement.
VI. DUTIES OF GUARANTOR
If CONTRACTOR ceases doing business or fails to perform its obligations under this
Agreement, GUARANTOR shall be obligated to perform the duties of the CONTRACTOR. If
this shall occur, GUARANTOR shall be paid the balance of the contract price not previously
paid to CONTRACTOR upon successful completion of the contract duties.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed the day and year first above written.
Dated:
CITY OF CHANHASSEN
BY:
Its: Mayor
Dated:
BY:
Its: Manager
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U. S. FILTER CONTROL SYSTEMS INC.
BY:
QUALITY FLOW SYSTEMS, INC.
BY:
Dated:
Dated:
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Its: President
Its: President
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