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HomeMy WebLinkAbout25C - AGMT - MAINTENANCE SYS FOR WATER PRODUCTION FACILITIES A$ WA. REQUEST FOR 1.7 COUNCIL ACTION IM -t 1 i )4VO, CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: SEPTEMBER 3, 2013 TITLE: APPROVED ? As Recommended AGREEMENT WITH TRANSDYN, INC., FOR ? As Amended UPGRADE OF SUP RVISORY CONTROL ? Ordinance on 15' Reading El Ordinance on 2od Reading AND DATA ACQ SITION SYSTEM ? Implementing Resolution SOFTWARE AN SYSTEM MAINTENANCE ? Set Public Hearing For CONTINUED TO FILE NUMBER MANAGER RECOMMENDED ACTION Authorize the City Manager and Clerk of the Council to execute an agreement with Transdyn, Inc., subject to nonsubstantive changes approved by the City Manager and City Attorney, to provide hardware and software upgrades to the Supervisory Control and Data Acquisition system for the City's water production facilities, in an amount not to exceed $100,000. DISCUSSION This recommended action will upgrade the Supervisory Control and Data Acquisition (SCADA) system hardware and software, which is critical to the continued operation and monitoring of the City's water wells and pump stations. The software is proprietary to Transdyn, Inc., and it is the only vendor that can provide that service for the City. The Public Works Agency's Water Resources Division operates 22 active water wells and 7 water pumping stations to supply the city's drinking water. These facilities are controlled by the SCADA system. PWA staff can remotely operate the wells, pumps, and reservoirs using the programmable controllers at each water production site to communicate with a central computer system located at the City Corporate Yard. The SCADA system was installed by Transdyn, Inc. in 1992. The only previous upgrade was in 2000. The central computer servers are aging past their useful life expectancy and are obsolete. The proposed upgrades would include installation of a new central computer server that connects via radio signals with all of the City's water production facilities, 24 hours a day, 7 days a week. This level of uninterrupted communication is vital in providing residents with high-quality water and minimal downtime in case of emergencies. 25C-1 Agreement with Transdyn, Inc., for Upgrade of SCADA Software September 3, 2013 Page 2 The system is designed to generate alarms through a short messaging service that identifies pump, well, or electrical irregularities in the City's water production system. As a fail-safe to further guarantee system reliability, the proposed upgrade will install a parallel computer server. In the event of a system hardware fault, all SCADA controls will be transferred to the stand-by server, ensuring no loss of data or communication from each site. Also included in the proposed upgrades is the annual maintenance agreement that provides telephone support, system training, and as-needed, on-site support for hardware- or software-related issues that cannot be solved through telephone or internet assistance. Staff recommends that Transdyn, Inc., be retained to provide the required upgrades and system maintenance for a continued reliable system. The company has been extremely responsive and has provided excellent service to the City. FISCAL IMPACT Funds are available in the Water Production & Supply account (No. 06017640-62300). APPROVED AS TO FUNDS AND ACCOUNTS: dwin "William" Ga vez, P.E. Francisco Gutierrez Interim Executive Director Executive Director I('~' Public Works Agency Finance & Management Services Agency EW G/NS/RR Exhibit: 1. Agreement with Transdyn, Inc. 25C-2 CONTRACTOR AGREEMENT THIS AGREEMENT, made and entered into this 3`d day of September, 2013 by and between Transdyn, Inc., a Delaware corporation (hereinafter "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 (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge to provide preventive software maintenance for the servers and workstations of the City's Water Supervisory Control and Data Acquisition System (hereinafter "SCADA"). B. Contractor represents that Contractor 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. Contractor shall provide software maintenance and support for the City's Water SCADA System servers and workstations, as set forth Contractor's Proposal - Software Maintenance dated July 3, 2013, attached hereto as Exhibit A and incorporated by reference. B. Contractor shall provide hardware and integration services required to upgrade City SCADA Server, as set forth in Contractor's Proposal - DYNACO SCADA System Server and Software Upgrade, attached hereto as Exhibit B and incorporated by reference. C. Contractor shall provide hardware and software support on an on-call basis. Such support shall be provided at the written request of the Executive Director of Public Works or his designated representative. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for all services provided pursuant to this Agreement, an amount not to exceed $100,000 during the term of this Agreement. Such services shall be provided at the following rates and charges: i. Software support and maintenance services shall be provided for an annual fee of $20,000, payable within thirty (30) days of execution of this Agreement. 25C-3 ii. SCADA server upgrade and integration services shall be completed for a total amount not to exceed $48,000. iii. On call hardware and software support shall be provided at the rates set forth in Exhibit C, Transdyn Professional and Support Services. The total sum to be expended for on-call support under this Agreement shall not exceed $25,000. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM Notwithstanding the date of execution of this Agreement, performance of services under this Agreement shall commence on July I, 2013 and continue through June 30, 2014, unless terminated earlier in accordance with Section 12, below. 4. 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. 5. 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. Due to the nature of services provided, Commercial General Liability insurance is not required. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 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. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. 25C-4 C. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish 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 effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability 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, to the extent such claims may arise from the operations of the Contractor or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement. 7. CONFIDENTIALITY If Contractor receives 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. 8. 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. 9. 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 telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Public Works Agency - Water Division City of Santa Ana 220 South Daisy Avenue Santa Ana, CA 92703 25C-5 telefacsimile (714) 647-3378 To Contractor: Transdyn, Inc. David Gumpel, Regional Manager 4256 Hacienda Drive, Ste. 100 Pleasanton, CA 94588 Telefacsimile (925) 225-1610 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 telefacsimile, any 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. 10. 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 terms 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 terms and conditions hereof, shall not bind or obligate Contractor nor 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 are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services 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 consultants retained by City. 12. 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 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. 25C-6 b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of 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. 14. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined 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. 15. PROFESSIONAL LICENSES Contractor shall, throughout the term 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 governmental 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. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow 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. 25C-7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. CITY OF SANTA ANA ATTEST: MARIA D. HUIZAR KEVIN O'ROURKE Clerk of the Council Interim City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL TRANSDYN, INC. EDWIN "WILLIAM" GALVEZ, P.E. DAVID GUMPEL Interim Executive Director Regional Manager Public Works Agency 25C-8 EXHIBIT A TRANSDYN CONTROLS' DYNAC SCADA SYSTEM MAINTENANCE AND SERVICE CONTRACT JULY 3, 2013 25C-9 /0) TI ANSDYN July 3, 2013 City of Santa Ana Public Works Division 220 S. Daisy Ave Santa Ana, CA 92703 Attention: Mr. Brian Ige Reference: City of Santa Ana Water SCADA System Subject: Transdyn Controls' DYNAC SCADA System Maintenance and Service Contract Dear Mr. Ige: Transdyn is pleased to respond to your request for the above referenced Maintenance and Service Contract Proposal. The following paragraphs comprise the terms and conditions upon which the Maintenance and Service Contract will be based. Software Maintenance a) On a bi-annual basis, Transdyn will provide two, 2-day on-site visits (32 hours total) preventative software maintenance for the SCADA System servers and workstations. Services will include general system diagnostics as provided with original installation, file and disk management, software backup and archiving, etc. Any additional time requested will be billed at our published Professional and Support Services rates. Accepted: $ Included Standard Telephone Support a) Transdyn's Applications Engineering staff will be made available for telephone support to answer questions regarding the use, modification or troubleshooting of PLC/RTU software provided by Transdyn. b) Transdyn's Software Engineering staff will be made available for telephone support to answer questions regarding the use, modification or troubleshooting of the DYNAC SCADA software provided by Transdyn. c) Transdyn's Software Engineering staff will be made available for telephone and modem support to remotely diagnose, troubleshoot and resolve any problems found in the DYNAC SCADA software provided by Transdyn Controls. d) Client personnel will be required to work with Transdyn personnel via telephone as needed to ensure that any reported problem may be accurately diagnosed. Total Standard Telephone Support Accepted: $ Included TRANSDYN, INC. • 4256 Hacienda Duve, Suite 100 • Pleasanton, CA 94588 Tel: (925) 225-1600 • Fax: (925) 225-1610 • wwwSrnnsdyn.com Exhibit A 25C-10 City Santa Ana Maintenance and Service Contract Proposal May 7, 2013 Page 2 Hardware Maintenance a) On a bi-annual basis, Transdyn will provide on-site preventative hardware maintenance for the SCADA System servers, workstations and peripheral devices. Services will include general system diagnostics as provided with original installation, cleaning, consumables replacement (i.e. changing printer ribbon), etc. Accepted: $ Not-included b) Transdyn will provide for repair or replacement of the SCADA System servers, workstations and peripheral devices via service sub-contracts with original equipment manufacturers or their authorized representatives. Availability of these services will be based upon the terms and conditions of the manufacturers' standard contracts. Accepted: $ Not Included LIMITATION OF LIABILITY. IN NO EVENT SHALL TRANSDYN BE LIABLE FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING IN ANYWAY WHATSOEVER. Transdyn, 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 City of Santa Ana's customers no matter how caused, including if caused by: abuse; accident; alteration or repair by anyone other than Transdyn'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. City of Santa Ana's remedies stated herein are exclusive and the Transdyn'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. WARRANTIES. Transdyn warrants the equipment and services of its own manufacture against defects in material and workmanship for one year from delivery or, if installed by Transdyn, for one year from installation of equipment/performance of services or portions thereof but not to exceed eighteen months from shipment, provided City of Santa Ana must give Transdyn immediate written notice upon discovery of the defect and immediately ceases use of equipment to prevent further damage. Transdyn's obligation is limited to furnishing a repaired or replacement part or, at its option, to repairing the defective part F.O.B. Transdyn's plant. City of Santa Ana shall pay cost of field labor. This warranty excludes equipment or services damaged due to: abuse: accident; alteration or repair by anyone other than Transdyn'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. Transdyn reserves the right to investigate claims by City of Santa Ana as to defects. City of Santa Ana 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 Transdyn shall be subject only to the warranty extended by the original manufacturer. TRANSDYN, INC. 14256 Hacienda Drive, Suite 1001 Pleasanton, CA 94588 Tel; (925) 225-1600 1 Pax: (9251225-16101 w .nnnsdyn.com Exhibit A 25C-11 City Santa Ana Maintenance and Service Contract Proposal May 7, 2013 Page 3 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. Maintenance and Service Requests a) All maintenance and service requests shall be documented by the Client (i.e. fax, memo, etc.) for future reference and administrative purposes. All maintenance and service requests shall be acknowledged in writing by Transdyn, including diagnosis and corrective actions taken. b) All on-site services provided will be documented on field service reports which will be submitted to the Client daily as services are provided. Standard Scheduling and Availability a) Transdyn personnel will be generally available during normal working hours, 8:00am - 5:00pm, Monday through Friday. Scheduling of maintenance and service work will be based upon current personnel schedules and availability (i.e. at the time of any given request), and the priority of the request. Priorities for maintenance and service requests will be determined on a case-by-case basis. b) Transdyn personnel will also be available for on-call telephone consulting and troubleshooting services, outside the normal work schedule defined above. Accepted: $20,000 Miscellaneous Professional and Support Services c) Additional services and/or materials provided on request will be billed at our published Professional and Support Services rates on a Not to Exceed (NTE) basis. Accepted: NTE $25,000 Resident Maintenance and Service Personnel a) One resident Transdyn Service Engineer will be assigned on a full-time basis to perform preventative and corrective maintenance on-site during normal working hours based upon an 8-hour/day, 40-hour/week schedule. The starting time of daily shifts will be in accordance with normal Client maintenance personnel. Accepted: $ Not included One resident Transdyn Service Engineer will also be available for on-call telephone consulting and troubleshooting services, outside the normal work schedule defined above. All services provided upon an on-call basis will be billed per Transdyn's published Professional and Support Services rates. Accepted: Time & Material Not Included TRANSDYN, INC., 4256 Hacienda, Drive, Snim 100, Pleasanton, CA 94588 TeL (925) 225-1600 • Faz: (925) 225-1610 • ..tranedyn.eo. Exhibit A 25C-12 City Santa Ana Maintenance and Service Contract Proposal May 7, 2013 Page 4 Billing a) The fixed price amount(s) quoted above are due upon acceptance of the Contract and will be invoiced in full based upon Net 30 payment terms. b) An authorized purchase order for the total amount of all fixed price option(s) selected is required prior to any services being rendered. c) The duration of the Contract will be 12 months from the date of acceptance. The Contract can be renegotiated and renewed on a yearly basis. Contract Acceptance Transdyn, Inc. Client authorized signature authorized signature title title date date Transdyn looks forward to your favorable review of this proposal. If this proposal is deemed acceptable, please initial each option desired and sign and date both copies and return them to Transdyn as soon as possible. An executed copy will be returned to you for your records. If there are any questions regarding this matter please contact the Undersigned at our Pleasanton, CA. facility as soon as possible. Very Truly Yours, Transdyn,lnc. Philip J. Jacobs Senior Project Manager Attachment (1) Professional and Support Services TRANSDYN, INC. • 4256 Hacicnda Drive, Suite 100 • Pleasantoq CA 94588 Tcl: (925) 225-1600 • Fax: (925) 223-1610, w .uanadyn.com Exhibit A 25C-13 EXHIBIT B TRANSDYN CONTROLS' DYNAC®SCADASYSTEM SERVER AND SOFTWARE UPGRADE 25C-14 /0> TRH DYN May 8, 2013 To: City of Santa Ana Public Works Division 220 S. Daisy Ave Santa Ana, CA 92703 Attention: Mr. Brian Ige Reference: City of Santa Ana Water SCADA System Subject: DYNAC® SCADA System Server and Software Upgrade Dear Brian: Transdyn, Inc. is pleased to offer this proposal as requested for an upgrade to the City's existing DYNAC® SCADA system, in accordance with your request and hardware specification. This proposal includes an upgrade to latest DYNAC® ES SCADA software and will provide the City with a state-of-the-art SCADA system, including both software and the latest commercially available hardware. PRICING Our price to provide the material and services as described in the 'Work Included' section of this proposal is: $47,892.00 TAXES / PERMITS / DUTIES The above price does include any sales or use taxes, permits or additional duties that may be applicable. FREIGHT Equipment provided by Transdyn is F.O.B. factory with full freight allowed to the jobsite. BONDS Transdyn is fully bondable. However, the cost for bonds is NOT included in our quoted price. TRANSDVN, INC. • 42561laacndi Dm,, 3,w, loo • Plcuannm, C A 94588 'rd' (9'_5) ''25-1600 • far (925) 225- 1611) .,c~c~c.rrunsdcn.cum Exhibit B 25C-15 City of Santa Ana Server Upgrade Proposal May 8, 2013 Page 2 WORK INCLUDED 1. Two (2) Dell PowerEdge servers (in accordance with City provided specification) with Red Hat Linux OS and DYNAC® ES SCADA software. 2. Rebuilding of all existing City databases and graphics on new servers. 3. Freight and delivery of provided equipment to the City's facility. 4. Up to one (1) week of on-site installation and testing of communications of upgraded SCADA system to all existing City remote PLCs. (City to directly test all control functions under operational conditions). 5. As-built drawing(s) of server rack configuration. 6. Manufacturer's standard documentation for new equipment. 7. One (1) year DYNAC® software warranty. (Equipment manufacturers' warranties will be passed through to the City). WORK NOT INCLUDED The following listing of "work not included" is intended as further clarification regarding Transdyn's proposal. 1. Providing any new PLCs, instrumentation or control panel enclosure equipment. 2. Providing any new workstation PC equipment. 3. Providing any new server equipment racks or KVM switches. 4. Performing any services in the capacity of a licensed Professional Engineer in the State of California unless specifically stated otherwise in the Work Included section. 5. Installation of any equipment unless stated otherwise in the Work Included section. 6. Providing any control panels not specifically listed above in the Work Included section or providing panels specified as provided with packaged systems or specified under other specification sections. 7. Furnishing or installing any field wiring, cables, or making terminations unless specifically stated otherwise in the Work Included section. 8. Furnishing or installing any field conduit, cable trays, junction boxes, connectors or other electrical installation appurtenances. 9. Furnishing or installing any housekeeping pads, mounting brackets or any supports not customarily furnished by the original equipment manufacturer. 10. Providing any submittal data, drawings, manuals, reports or record documentation other than the deliverables listed above in the Work Included section. 11. Providing any commissioning, startup and operational support or any other services for non- furnished hardware, software or systems. TRANSDYN, INC. 1 4256 Hacienda D,ivc, Suite 1001 Pleasanton, CA 94588 Tel: (925) 225-16001E!)ffiTU,54166 -A-nsdvn.eom 25C-16 City of Santa Ana Server Upgrade Proposal May 8, 2013 Page 3 12. Installing any inline devices or performing pipe penetrations. 13. Providing any submittal data/drawings, manuals, calibration, commissioning, operational support or any other services for non-provided equipment. 14. Any field craft labor. Transdyn will provide qualified non-craft technicians to perform calibration, testing and commissioning. However, the cost of any additional craft labor (union or non-union) required to assist or supervise these technicians is not included in this proposal. 15. On-site temporary facilities and special purpose equipment. City shall provide use of all required temporary facilities including but not limited to trailers, support facilities, storage space, sanitary facilities and safety provisions. 16. City shall also provide use of any lift or special purpose equipment necessary for Transdyn to efficiently perform its work. INSURANCE Transdyn carries Workmen's Compensation and general liability insurance. Any additional insurance or special coverage will be at added cost. Transdyn Standard Insurance Coverage Workman's Compensation $ 1,000,000 Automobile Liability $ 1,000,000 General Liability As listed below 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 (any one person) $ 5,000 TRANSDVN, INC. • 4256 H~ac'di~e!5~n/dpa$,$D~rivye, Suite 100 • Pk.. .rov, CA 94588 Td: (925) 225-1600 •E l l l ffpl l6~ wMU.tranndvn.com 25C-117 City of Santa Ana Server Upgrade Proposal May 8, 2013 Page 4 TERMS AND CONDITIONS a) ACCEPTANCE The price quoted is valid for Sixty (60) days from the date of Bid Opening and is subject to either your firm's credit approval by our Credit Committee or your firm's providing an irrevocable letter of credit with terms and provider satisfactory to our firm. b) AGREEMENT Our proposal is based upon Transdyn and the Contractor entering into the AIA A401 Standard Form of Agreement (2007 Edition), or other mutually acceptable form of agreement, which shall incorporate this scope letter and such other acceptable terms and conditions no less favorable than those between Contractor and the Owner. c) PAYMENT This scope and pricing is based upon mutually agreeable payment terms resulting in neutral cash flow for the project. Contractor and Transdyn's cut-off dates shall match so as to insure payments cover the same performance period. The Contractor shall withhold no retention from Transdyn payments. a) SCHEDULE. This proposal is predicated upon Transdyn being afforded a reasonable amount of time to perform its scope of work, including engineering, integration, testing and commissioning. The performance of Transdyn's work shall be based upon a mutually acceptable project schedule. b) LIMITATION OF LIABILITY. IN NO EVENT SHALL TRANSDYN BE LIABLE FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING IN ANY WAY WHATSOEVER. Transdyn, 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 Contractor's customers no matter how caused, including if caused by: abuse; accident; alteration or repair by anyone other than Transdyn'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. Contractor's remedies stated herein are exclusive and Transdyn'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. c) LIQUIDATED DAMAGES. This proposal does not include any provision for liquidated damages. d) WARRANTIES. Transdyn warrants the equipment and services of its own manufacture against defects in material and workmanship for one year* from delivery or, if installed by Transdyn, for one year* from installation of equipment/performance of services or portions thereof but not to exceed eighteen months from shipment (or such period as required by specifications), provided Contractor must give Transdyn immediate written notice upon discovery of the defect and immediately ceases use of equipment to prevent further damage. Transdyn's obligation is limited TRANSDYN, INC. 1 4256 Hacienda Drive, Suite 1001 Pleasanton, CA 94588 Tel: (925) 225-1600 -E!5ehT J5Hl6g -.1-n8dvo.com 25C-18 City of Santa Ana Server Upgrade Proposal May 8, 2013 Page 5 to furnishing a repaired or replacement part or, at its option, to repairing the defective part F.O.B. Transdyn's plant. Contractor shall pay cost of field labor. This warranty excludes equipment or services damaged due to: abuse: accident; alteration or repair by anyone other than Transdyn'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. Transdyn reserves the right to investigate claims by Contractor as to defects. Contractor 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 Transdyn 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. Transdyn appreciates this opportunity to submit our proposal. Should you have any questions or comments, please do not hesitate to contact the undersigned at 925-225-1600. Very Truly Yours, Transdyn,Inc. Philip J. Jacobs Sr. Project Manager TRANSDYN, INC. • 4256 Hacienda Drive, Suite 100 • Pleasanton, CA 94588 Tel:(925)225-1600•Edx:/pZ.gl~$S. .transdmcom C2.. /~5CC~t ~C~I X19 EXHIBIT C TRANSDYN CONTROLS' PROFESSIONAL AND SUPPORT SERVICES 25C-20 /0> T ~ DYN TRANSDYN, INC PROFESSIONAL AND SUPPORT SERVICES Transdyn is pleased to provide the following categories of services: 1. PROFESSIONAL SERVICES Classification Hourly Rate Division/Department Manager $210.00 Sr. Project Manager 200.00 Project Manager 190.00 Sr. Software Engineer 220.00 Software Engineer 160.00 Sr. Systems Engineer 190.00 Systems Engineer 150.00 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 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 equal4 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. Exhibit C rev: Feb, 2013 25C-21 Page 2 of 2 TRANSDYN, INC 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. Rates are not valid for prevailing wage work. Quoted rates are subject to reasonable adjustment after December 31, 2013. 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 Vll. 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. Exhibit C rev: Feb, 2013 25C-22