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HomeMy WebLinkAboutEnergenecs/Network Upgrade CITY OF OSHKOSH DEPARTMENT OF PUBLIC WORKS 215 CHURCH AVENUE, P.O. BOX 1130, OSHKOSH, WI 54903-1130 PHONE: (920)236-5065 FAX (920) 236-5068 LETTER OF TRANSMITTAL To: Mr. Ken Tebeest Date: September 9, 2013 Energenecs Subject: Executed Agreement W59 N249 Cardinal Avenue PLC Network Upgrade Cedarburg, WI 53201 Please find: ® Attached ❑ Under Separate Cover ❑ Copy of Letter ® Contracts ❑ Amendment ❑ Report ❑ Agenda ❑ Meeting Notes ❑ Photos ❑ Mylars ❑ Change Order ❑ Plans ❑ Specifications ❑ Estimates ❑ Diskette ❑ Zip Disk ❑ Other Quantity Description 1 Executed Agreement These are being transmitted as indicated below: ❑ For Approval ® For Your Use ❑ As Requested ❑ For Review& Comment Remarks: Enclosed is a copy of the executed agreement for the PLC network upgrade. A City of Oshkosh Purchase Order will follow shortly. Please reference this Purchase Order number on all of your invoices. If you have any questions, please contact us. City Attorney's Office—Copy City Clerk's Office —Original Steve Brand —Copy �/� A cc: _ File —Original Signed: Tra( . T ylor I:1Engineering\Tracy Taylor\Steve Brand Agreements1Energenecs LOT-WFP PLC Network Upgrade Executed Agreemnt 9-9-13.docx AGREEMENT .-f! THIS AGREEMENT, made on the I-7 day of 40-6(4-Sr , 2013, by and between the CITY OF OSHKOSH, party of the first part, hereinafter referred to as CITY, and ENERGENECS, W59 N249 Cardinal Avenue, Cedarburg, WI 53201, party of the second part, hereinafter referred to as the CONTRACTOR, WITNESSETH: That the CITY and the CONTRACTOR, for the consideration hereinafter named, enter into the following Agreement for PLC NETWORK UPGRADE. The CONTRACTOR's Proposal is attached hereto and reflects the agreement of the parties except where they conflict with this Agreement, in which case this Agreement shall prevail. ARTICLE I. PROJECT MANAGER A. Assignment of Project Manager. The CONTRACTOR shall assign the following individual to manage the project described in this Agreement: Ken Tebeest B. Changes in Project Manager. The CITY shall have the right to approve or disapprove of any proposed change from the individual named above as Project Manager. The CITY shall be provided with a resume or other information for any proposed substitute and shall be given the opportunity to interview that person prior to any proposed change. ARTICLE II. CITY REPRESENTATIVE The CITY shall assign the following individual to manage the project described in this Agreement: Stephan M. Brand, Public Works Utility Bureau Manager ARTICLE III. SCOPE OF WORK The CONTRACTOR shall provide the services described in the CONTRACTOR's Proposal. The CONTRACTOR may provide additional products and/or services if such products/services are requested in writing by the Authorized Representative of the CITY. I:\Engineering\Tracy Taylor\Steve Brand Agreements\Energenecs-WFP PLC Network Upgrade Agreemnt_8-14-13.docx Page 1 of 4 All reports, drawings, specifications, computer files, field data, notes, and other documents and instruments prepared by the CONTRACTOR as instruments of service shall remain the property of the CITY. ARTICLE IV. CITY RESPONSIBILITIES The CITY shall furnish, at the CONTRACTOR's request, such information as is needed by the CONTRACTOR to aid in the progress of the project, providing it is reasonably obtainable from City records. To prevent any unreasonable delay in the CONTRACTOR's work, the CITY will examine all reports and other documents and will make any authorizations necessary to proceed with work within a reasonable time period. ARTICLE V. TIME OF COMPLETION The work to be performed under this Agreement shall be commenced and the work completed within the time limits as agreed upon. The CONTRACTOR shall perform the services under this Agreement with reasonable diligence and expediency consistent with sound professional practices. The CITY agrees that the CONTRACTOR is not responsible for damages arising directly or indirectly from any delays for causes beyond the CONTRACTOR's control. For the purposes of this Agreement, such causes include, but are not limited to, strikes or other labor disputes, severe weather disruptions or other natural disasters, failure of performance by the CITY, or discovery of any hazardous substances or differing site conditions. If the delays resulting from any such causes increase the time required by the CONTRACTOR to perform its services in an orderly and efficient manner, the CONTRACTOR shall be entitled to an equitable adjustment in schedule. ARTICLE VI. COMPONENT PARTS OF THE AGREEMENT This Agreement consists of the following component parts, all of which are as fully a part of this Agreement as if herein set out verbatim, or if not attached, as if hereto attached: 1. This Instrument 2. Contractor's Proposal In the event that any provision in any of the above component parts of this Agreement conflicts with any provision in any other of the component parts, the provision in the component part first enumerated above shall govern over any other component part which follows it numerically except as may be otherwise specifically stated. I:\Engineering\Tracy Taylor\Steve Brand Agreements\Energencs-WFP PLC Network Upgrade Agreemnt8-14-13.docx Page 2 of 4 ARTICLE VII. PAYMENT A. The Agreement Sum. The CITY shall pay to the CONTRACTOR for the performance of the Agreement the total sum as set forth below, adjusted by any changes hereafter mutually agreed upon in writing by the parties hereto: • Time and Materials Not to Exceed $21,851.20 (Twenty One Thousand Eight Hundred Fifty One Dollars and Twenty Cents). B. Method of Payment. The CONTRACTOR shall submit itemized monthly statements for services. The CITY shall pay the CONTRACTOR within 30 calendar days after receipt of such statement. If any statement amount is disputed, the CITY may withhold payment of such amount and shall provide to CONTRACTOR a statement as to the reason(s) for withholding payment. C. Additional Costs. Costs for additional services shall be negotiated and set forth in a written amendment to this Agreement executed by both parties prior to proceeding with the work covered under the subject amendment. ARTICLE VIII. CONTRACTOR TO HOLD CITY HARMLESS The CONTRACTOR covenants and agrees to protect and hold the City of Oshkosh harmless against all actions, claims, and demands of any kind or character whatsoever which may in any way be caused by or result from the intentional or negligent acts of the CONTRACTOR, his agents or assigns, his employees, or his subcontractors related however remotely to the performance of this Agreement or be caused or result from any violation of any law or administrative regulation, and shall indemnify or refund to the CITY all sums including court costs, attorney fees, and punitive damages which the CITY may be obliged or adjudged to pay on any such claims or demands within thirty (30) days of the date of the CITY's written demand for indemnification or refund. ARTICLE IX. INSURANCE The CONTRACTOR agrees to abide by the attached City of Oshkosh Insurance Requirements. _ ARTICLE X. TERMINATION A. For Cause. If the CONTRACTOR shall fail to fulfill in timely and proper manner any of the obligations under this Agreement, the CITY shall have the right to terminate this Agreement by written notice to the CONTRACTOR. In this event, the CONTRACTOR shall be entitled to compensation for any satisfactory, usable work completed. I:1Engineering\Tracy Taylor\Steve Brand Agreements\Energencs-WFP PLC Network Upgrade Agreemnt_B-14-13.docx Page 3 of 4 B. For Convenience. The CITY may terminate this Agreement at any time by giving written notice to the CONTRACTOR no later than 10 calendar days before the termination date. If the CITY terminates under this paragraph, then the CONTRACTOR shall be entitled to compensation for any satisfactory work performed to the date of termination. This document and any specified attachments contain all terms and conditions of the Agreement and any alteration thereto shall be invalid unless made in writing, signed by both parties and incorporated as an amendment to this Agreement. In the Presence of: CONTRACTOR/i 1 '1 Ati �li 11" . rLA.A .7 By• A (Seal of Contractor (Specify Title) if a,pyr lV$k,j ) � v. . •'- . AE By: Eiz .C,' IP i .:= �'.1.1 s� (Specify Title) ice'!'/''�f ►nn►► t1 cr∎SG````````` CITY OF OSHKOSH By: ' l er, (Witness) Mark A. Rohloff, City Mana!er And: , 10'..I��!1 ....wil (Witness) Pamela R. Ubrig, City C erk APPROVED: I hereby certify that the necessary provisions have been made to pay the liability which 0 will accrue under this Agreement. .t .. ..` �� . _ — -4.'J ' ity Attorney Olk'6 '-'-'' City Comp I:IEngineering\Tracy Taylor\Steve Brand Agreements\Energencs-WFP PLC Network Upgrade Agreemnt B-14-13.docx Page 4 of 4 energenecs PROPOSAL Date: August 2, 2013 Project Name: Oshkosh Water To: Brad Rokus Phone: Energenecs is pleased to offer the following scope of responsibility for PLC network upgrade Proposal Includes: (1)NTRON NT24K 3-bay 19"rack 1U with 90-264VAC power 2798.60 (2)100BaseFX modules(16 ports total) 3796.80 (1)10/100/1000BaseT module .999.60 (10)NTRON 708FX2SC managed din rail switches w/24VPC power..8498.00 (30)1 meter duplex patch cables(ST/SC) .........718.20 (8)Loaned 10 mbit fiber converters—No Charge Energenecs configuration/installation labor.. 5040.00 Request 3-5 days of site assistance by Robert Knudsen Proposal Excludes: Additional Remotes beyond the 10 included above Taxes Total PLC Network upgrade $21,851.20 All applicable taxes will be added to the above price. Energenecs terms and conditions attached apply. If you have any questions, please contact me directly. Sincerely, Ken Tebeest energenecs,Inc. Page 1 of 2 energenecs l performance through technology W59 N249 Cardinal Avenue Cedarburg,Wisconsin 53012 262-377-6360 Fax 262-377-1515 e mail:inlo@energenecs.com.web:www.energenecs.com ENERGENECS,INC.TERMS& CONDITIONS Purchase Order Forms Orders submitted on BUYER'S purchase order forms will be accepted only with the express understanding that no statements, clauses or conditions contained in said order form will be binding on the SELLER if they in any way modify the SELLERS Terms&Conditions of sale. Prices All prices are F.O.B.factory unless expressly stated otherwise: Prices DO NOT include sales,excise.municipal.state or other government taxes. Acceptance Acceptance of a quotation,whether by a separate purchase order or by other means,shall constitute an acknowledgment of the quotation as written and an acceptance of the Terms&Conditions hereof. Credit Approval The credit terms specified on the face hereof are subject to SELLERS continuing approval of BUYERS credit and if in SELLERS sole judgment, BUYERS credit or financial standing is so impaired as to cause SELLER in good faith to deem itself insecure, SELLER may withdraw the extension of credit and require other payment terms. Force Majeure Seller will not be liable for failure to deliver or perform,for any delay In the performance of orders or contracts,or in the delivery or shipment of goods,or for any damages suffered by the BUYER by reason of such delay or failure,when such delay or failure is directly or indirectly,caused by or in any manner arises from delays of suppliers or carriers or any other cause or causes beyond SELLERS control. Payment 95%payment due on shipment of equipment to job site 5%due on acceptance of the system. Net 30 days on all Invoices. 95%payment must be received before start up can be authorized. Any balance owed by BUYER is subject to a 1.5%per month delinquency charge until paid. FIELD STARTUP SERVICE CANNOT BE AUTHORIZED WITHOUT 95%PAYMENT BEING REMITTED TO SELLER IN ADVANCE OF PERFORMING START UP SERVICES. If no startup is required, 100% payment is due net 30 days from invoice date. BUYERS PAYMENT OBLIGATION IS IN NO WAY CONTINGENT UPON BUYERS RECEIPT OF PAYMENT FROM ANY OTHER PARTY.In addition to all other amounts due hereunder,BUYER shall reimburse SELLER in full for all collection costs or charges,including reasonable attorney fees,which SELLER may incur with respect to the collection of past due amounts from BUYER, including interest on overdue accounts. If BUYER Is in default under this or any other agreement with SELLER, SELLER may at their option, defer performance hereunder until such default is cured. SELLER shall have no obligation to provide factory startup assistance and/or factory training until all invoices(including retentions)for equipment have been paid in full. Warranty SELLER is a system integrator/manufacturer's representative and as such our product guaranty(s) and warranty(s) is set forth in the manufacturer's instruction book or operation and maintenance manual that accompanies each product. SELLER does not offer its customers any warranty or guarantee that would impose upon SELLER greater obligations than those imposed by the manufacturers we represent. SELLER shall not be liable for any incidental or consequential loss,damage or expense arising directly or Indirectly from the use of the product. SELLER shall not be liable for any damages or charges for labor or expense in making repairs or adjustments to the product within the warranty period without prior written approval of SELLER. SELLER shall not be liable for any damages or charges sustained in the adaptation or use of its engineering data or services. SELLER makes no warranties,expressed or implied,except as set forth in such standard Terms&Conditions of sale in this agreement. No claims of any kind shall be greater in amount than the purchase price of the SELLER'S products In respect of which such claims are made. SELLER is not liable in any event hereunder for any consequential, incidental or liquidated damages or penalties. IN ANY CASE SELLER SHALL NOT BE LIABLE FOR FIELD WORK BY STAFF OTHER THAN THE SELLER UNLESS EXPRESSLY AUTHORIZED IN WRITING, IN ADVANCE, BY THE SELLER, THIS IS IN SPECIFIC REGARD TO BACK CHARGES. BUYER agrees to reimburse SELLER for ALL expenses Incurred In servicing a warranty request if the cause of the warranty request is determined to be other than a manufacturer's defect or failure of a SELLER supplied component. Clahn Period All goods are shipped at the risk of the buyer after they have been delivered by SELLER to the carrier. BUYER shall immediately inspect said equipment upon receipt of equipment and any damage must be noted on the freight carriers bill of lading at time of receipt. SELLER is not liable for any shortages or non-conformance unless notified thereof by BUYER within 10 days after BUYERS receipt of said equipment. Changes,Cancellations,Returns All requests for changes,cancellations and/or returns must have prior written approval and are conditional on manufacturers cancellation/return policies and subject to a restocking and/or service charge for order handling,inspection, reconditioning and repackaging, as required. Authorized returned goods must be packaged and shipped prepaid to manufacturer. Products more than six(6)months old cannot be returned for credit.Terms and conditions stated herein shall also govern and be binding to all BUYER requested/approved change orders. SELLER shall retain a security interest in the equipment until the full purchase price has been paid. BUYER'S failure to pay any amounts when due shall give SELLER the right to possession and removal of the equipment at any time upon giving at least ten(10)days prior written notice. SELLERS taking of such possession shall be without prejudice to any other remedies SELLER may have. Title to the equipment shall transfer to the BUYER upon shipment from SELLER. Submittal Drawings and Operation/Maintenance Manuals Submittal drawings and operation&maintenance documentation is provided in accordance with plan documents. THE SELLER RESERVES THE RIGHT TO REVIEW AND REVISE THIS PROPOSAL AFTER THIRTY DAYS FROM ISSUANCE. ENERGENECS,INC. I accept this proposal and all terms thereof. By: Accepted: (Name) Title: Date: OSHKOSHWATERPROPO SAL.DOCXPege2of2 �•- ENERI-2 OP ID: LA AWRLY CERTIFICATE OF LIABILITY INSURANCE DATE 08/22/13(MMfD YYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER r 1-71'-'61-2844:1474%.CONTACT Port Washington Office 262-377-3784 c E,t�; FAX Ansay&Associates LLC No): 101 East Grand Ave,Suite 11 ADDDRESS: Port Washington,Denis , IC AUG 22 2013 INSURER(S)AFFORDING COVERAGE NAIC0 Richard J.Demski,CIC INSURER A:ACUITY,A Mutual Insurance Co 14184 INSURED Energenecs Inc. DEPT. OF PUBLIC WERB:New Hampshire Ins Co W59 N249 Cardinal Avenue Qoi-IKOrI >UI ;COh9+ RERC: Cedarburg,WI 53012 INSURER 0: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE INSR SUBR POLICY NUMBER (MM DDIYYYY) (MMDDIYYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 F20157 12/05/12 12/05/13 DAMAGETO RENTED $ 100,000 A X COMMERCIAL GENERAL LIABILITY PREMISES fEa occurrence) CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 5,000 A X EPLI PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGG $ 2,000,000 7 POLICY DC jECT LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) $ A X ANY AUTO F20157 12/05/12 12/05/13 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS — N N-OWNED PROPERTY DAMAGE $ X HIRED AUTOS X AUTOS (Per accident) X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 A EXCESS LIAB CLAIMS-MADE F20157 12/05/12 12/05/13 AGGREGATE $ 5,000,000 DED X RETENTION$ 0 $ WORKERS COMPENSATION X WC STATU- 0TH- AND EMPLOYERS'LIABILITY TORY LIMITS ER Y A ANY PROPRIETORIPARTNER/EXECUTIVE N N 1 A F20157 12/05/12 12/05/13 EL.EACH ACCIDENT $ 100,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 100,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 500,000 B Professional Liab 2346540 06125/12 06/25/13 E&O 1,000,000 DESCRIPTION OF OPERATIONS f LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space Is required) Project #20729 - Oshkosh Water Plant *See attached page for additional information. CERTIFICATE HOLDER CANCELLATION CITYOFO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Oshkosh ACCORDANCE WITH THE POLICY PROVISIONS. Attn: City Clerk PO Box 1130 AUTHORIZED REPRESENTATIVE 215 Church Avenue Oshkosh,WI 54903-1130 6/7/7 A.-1r .{; 'C..!' 1 O 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD NOTEPAD. IN LDER CODE CITYOFO ENERI-2 PAGE 2 INSURED'SNAME Energenecs Inc. OP ID: LA DATE 08f22113 City of Oshkosh and its officers,council members,agents,employees,and authorized volunteers are additional insureds in regards to Gerleri Liability plted operattiionsrperwritten contract or agreement for the ongoing #20729-Oshkosh Water Plant. City of Oshkosh,and its officers,council members,agents,employees,and authorized volunteers are abdYditional insureds in regards to Auto Liability agreement for tlhe Project#20729-Oshkosh Water Plantitten contract or Umbrella is following form.