047-21 - Technical Systems, Inc. - ContractCITY OF PORT ORCHARD PROFESSIONAL SERVICES AGRENMENT
THIS Agreement is made effective as of the f].u'day of April 202l,by and between the City of
Port Orchard, a municipal corporation, organized under the laws of the State of Washington, whose addrcss
is:
CITY OF PORT ORCHARD, WASHINGTON (hereinaftel the (CITY")
216 Prospect Stleet
Port Orchard, Washington 98366
Contact: Mayot Robeft Putaansuu Phone: 360.876.4407 Fax: 360.895.9029
And Technical Systems Inc. (TSI), a corporation, olganized under the laws of the State of
Washington, doing business at:
Technical Systerns. Inc..
2303 196'!'StSWSTEb-
Lynnwood. WA 98036-7072
(helei nafter the "CONSULTANT")
Contact:Andlew Pahnbelg Phone:425.678.4104-
Ernail : andrewp@tsicontrcls.com
for professional services in connection with the following Ploject:
202 1-2024 On-Csll SCADA Muinten nnce
TDRMS AND CONDITIONS
1. Services by Consultant.
A. The Consultant shall perform the sewices described in the Scope of Work attached to this
Agreement as Exhibit "A," The services performed by the Consultant shall not exceed the Scope of Work
without plior wlitten authorization fiom the City. ln perfolrning such services, the Consultant slrall at all
times comply with all Federal, State, and local laws and regulations applicable to the performance of sttch
services. The Consultant shall peform the services diligently and completely in accoldance lvith
professional standatds ofconduct and performance for Consultant's profession.
B. The City rnay flom time to time rcquirc changes or modifications in the Scope of Work.
Such changes, including any decrease or increase in the atnount ofcompensation, shall be ageed to by the
parties and incorporated in written amendments to the Agreernent.
2. Schedule of Work.
A. The Consultant shall peform the services described in the Scope of Wolk in accotdance
with the tasks identified within Exhibit oo{" and the terms of this Agreement. If delays beyond the
Cily o7por, grrnnrd and Technical S),slens, Inc, (ISI)
Public l'Ilorks Pt'oject No. Pl'1t202 I -01 3
Professional Serviee Agreenenl Contrucl No. C047-2 I
U:\Opcr0tions tltmsser\Sc^D^\oFcdl SCADAUo2I-20?4\ConlrftM0tt-r,iiflilrrorn
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Consultant's reasonable control occnr', the palties will negotiate in good faith to determine whethel an
extension is appropriate.
B. The Consultant is autholized to proceed with selvices upon receipt of a wtitten Notice to
Proceed.
3.Terms. This Agreernent shall colnrnence on May 1.2021 ("Commencement Date") and shall
tenninate December 31. 2024. unless extended ol teminated in wLiting as provided helein. The
City reserves the right to offer hvo (2) one-year extensions prior to contract expiration to
retain the selected companyts services.
Compensation.
LUMP SUM, Compensation for these services shall be a Lump Surn of $
fl TIME AND MATERIALS NOT To EXCEED. Compensation for these services shall not exceecl
$100.000.00 without written authorization and will be based on the list of billing rates and
reimbursable expenses attached heleto as Exhibit "A."
n TIME AND MATERIALS. Compensation for these selvices slrall be on a time and materials basis
accolding to the list of billing rates and reimbursable expenses attached hereto as Exhibit 't ."
n orHER.
5. Payment.
A. The Consultant shall maintain time and expense records and plovide them to the City
rnonthly after services have been performed, along with monthly invoices in a format acceptable to the City
for wolk pelforrned to the date of the invoice.
B. All invoices shall be paid by City warlant within thirty (30) days of leceipt of a proper
invoice. If the City objects to all ol any portion of any invoice, it shall so notify the Consultant of the same
within fifteen (15) days fi'om the date of receipt and shall pay that portiott of the invoice not in dispute, and
tlre pafties shall irnmediately make every effolt to settle the disputed portion.
C, The Consultant shall keep cost recolds and accounts pertaining to this Agreernent available
fbl inspection by City lepresentatives for three (3) years after final payrnent ttnless a longer period is
requiled by a third-party agreement, Copies shall be made available on request.
D, On the effective date of this Agreement (oL shortly thereafter), the Consultant shall comply
with all fetlelal and state laws applicable to independent contractors, including, bttt not limited to, the
maintenarrce of a separate set of books and records that reflect all iterns of income and expenses of the
Consultant's business, pul'suant to Revised Code of Washington (RCW) 5 1.08.1 95, as requircd by law, to
show that the services performed by the Consultant under this Agreenrent shall not give rise to an employer-
employee relationship between the parties, which is subject to Title 51 RCW, Industrial Insurance.
E. lf the services rendered do not meet the reqnirements of the Agrcement, the Consultant will
cot'rect or rnodify the work to comply with the Agreement. The City rnay withhold payment for such wot'k
urtil the work tneets the t'eqnit'ements of the Agreement.
City of Pot't Orchat'd and Technical Sy1sn1s, Inc. (TSI)
Public I'llorks Pt'oject No. PII|202l-01 3
Professional Service Agreenenl Conlrcc! No. C047-2 I
U:\Opc.0tions luo0ger\sC^DA\On-Call SCr\Dr{Uo21-2024\conlrocNc0tt-rtOlSrTrHn,n
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6. Discliminntion and Compliancc rvith Larvs
A. The Consultant agrees not to discrirninate against any employee or applicant for
employment or any other person in the pelformance of this Agleetnent because of race, creed, color,
national origin, marital status, sex! age, disability, ol other circurnstance prohibited by federal, state, or
local law or ordinance, except for a bona fide occupational qualification.
B. Even thouglr the Consultant is an independent contractol with the autholity to control and
dilect the pelformance and details of the lvork authorized undeL this Agreement, the work must meet the
approval ofthe City and shall be subject to the City's general right of inspection to secule the satisfactory
completion thereof. The Consultant aglees to comply with all federal, state and rnunicipal laws, rtrles and
regulations that are now effeotive or become applicable within the term(s) of this Agreernent to the
Consultant's business, equipment and personnel engaged in operations covered by this Agteement ol
accnring out ofthe perfonnance ofsuch operations.
C. The Consultant shall obtain a City of Poft Olchard business license prior to commencing
work ptusuant to a wdtten Notice to Proceed,
D. Violation of this Paragraph 6 shall be a material breach of this Agreernent and gronnds for
cancellation, termination, or suspension of the Agreement by the City, in whole or in patt, and may result
in ineligibility for fufther work for the City.
7, Relationship of Parties. The parties intend that an independent contractor-client relationship will
be created by this Agreement. As the Consultant is customarily engaged in an independently established
trade which encompasses the specific service plovided to the City hereunder, no agent, employee,
representative or sub-consultant ofthe Consultant shall be or shall be deemed to be the employee, agent,
representative or snb-consultant of the City. In the perfolmance of the work, the Consultant is an
independent contractol lvith the ability to control and direct the performance and details of the work, the
City being intelested only in the rBsults obtained under this Agreement. None of the benefits provided by
the City to its ernployees, including but not limited to compensation, insurance, and unemployment
insuLance, are available fiom the City to the employees, agents, rcpresentatives ol sub-cottsultants of the
Consultant. The Consnltant will be solely and entirely responsible for its acts and fbr the acts of its agents,
ernployees, replesentatives and sub-consultants during the pelformanoe of this Agreement. The City rnay,
dr"rring the tenn of this Agreement, engage other independent contt'actors to pet'fot'tn the satne ot'sinrilar
work that the Consultant performs hereunder.
8. Suspension nntl Termination of Agreernent
A. Termination without cause. This Agreement may be terminated by tlte City at any time for'
public convenience, for the Consultant's insolvency or bankruptcy, ot'the Consultant's assigrunent fol the
benefit ofcleditols.
Cil), of Porr Orchard and'Ibchnical Systens, hrc, (TSI)
Public lllorks Projec! No. Ply202l-013
Professional Service Agreentenl Conlract No. C047-2 I
U:\Opcrnlions Mnnogcr\SCAI)A\On'Cdl SCADA\2021-202,1\Conract\Co,t-ttiSijlitii)l
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B. Tennination with cause. This Agreement may be terminated upon the default of the
Consultant and the failure of the Consultant to curc such default within a reasonable time after leceiving
written notice of the default.
C. Riglrts Upon TeLmination.l, With or l{ilhoul Ccase, Upon terrnination for any reason, all finished or unfinished
documents, reports, or other material ol work of the Consultant pursuant to this Agreernent shall
be subrnitted to the City, and the Consultant shall be entitled to just and equitable conpensation for
any satisfaotory work completed plior to tlie date of tet'rnination, not to exceed the total
compensatiolr set forth herein. The Consultant shall not be entitled to any reallocation of cost,
profit or overhead. The Consultant shall not in any event be entitled to anticipated profit on work
not performed because of such termination, The Consultant shall use its best efforts to minimize
the compensation payable undel this Agleernent in the event of such tennination. Upon
telmination, the City may take over the work and prosecute lhe sane to completion, by contract ot'
othelwise.
2. Default. If the Agreement is telminated for default, the Consultant shall not be
entitled to receive any furthel payrnents undel the Agreement until all work called for has been
fully pelformed. Any extra cost or damage to the City resulting fiom such default(s) shall be
deducted from any money due or coming due to the Consultant. The Consultant shall bear any extra
expenses incurred by the City in cornpleting the work, including all inoeased costs for cornpleting
the work, and all damage sustained, or which may be sustained, by the City by reason of such
default.
D. Suspension. The City may suspend this Agreement, at its sole discretion. Any
reimbulsernent for expenses incurred due to the suspension shall be limited to the Consultant's reasonable
expenses and shall be subject to velification. The Consultant shall resume perfot'mance of sewices under
this Agreernent witlrout delay when the suspension period ends.
E, Notice of Termination or Suspension. If delivered to the Consultant in person, teunination
shall be effective irnrnediately upon the Consultant's receipt of the City's written notice ot' sttch date as
stated in the City's notice of termination, whichever is latet. Notice of suspension shall be given to the
Consultant in writing upon one week's advance notice to the Consultant. Such notice shall indicate the
anticipated period of suspension, Notice may also be delivered to the Consultant at the address set folth in
Section l5 herein.
9. Stantlard of Care, The Consultant represents and warrants that it has the lequisite trainirrg, skill
and experience necessaty to plovide the selvices under this Agreement and is applopriately accredited and
licensed by all applicable agencies and governurental entities. Services plovided by the Constrltant under
this Agreement will be pefonned in a manner consistent with that degree of care and skill ordinarily
exercised by members of the same plofession currently practicing in sirnilat circtttnstances,
10. Orvnership of Worh Product.
A.All data, rnaterials, repoLts, mernoranda, and other documents cleveloped under this
Agrcement whether finished or not shall becorne the property of the City, shall be
City of Port Orchard and'Ibchnical Systents, Itrc. (I'SI)
Public llrorks Projacl No. PHt202 I -0 I 3
Pro/essional Service igreenenl Conlracl No, C047-21
U:\Opcrntions lvlmnger\SCADA\On-Cnll SCADA\2011-2024\Conr.c[C0,lt-ttOirl]i?H0,O
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forwalded to the City at its lequest and may be used by the City as it sees fit. Upon
tennination of this Agreement pulsuantto paragraph 8 above, all finished ol unfinished
documents, rcpolts, or other material or work of the Consultant putsuant to this Agreernent
shall be submitted to the City. Any reuse ol rnodification of such documents, reports or
other material or work of the Consultant fol pur?oses other than those intended by the
Consultant in its scope of services under this Agreement shall be at the City's lisk.
B. All wriften information submitted by the City to the Consultant in connection with the
set'vices pet'formed by the Consultant under this Agreement will be safeguarded by the Consultant to at
least the same extent as the Consultant safeguards like information lelating to its own business. If such
infortnation is publicly available ol is already in the Consultant's possession or known to it, or is Lightfully
obtained by the Consultant fi'om third parties, the Consultant shall bear no responsibility for its disclosure,
inadvertent or otherwise. The Consultant is permitted to disclose any such information only to the extent
required by lalv, subpoena or otlrer court order.
11. Worh Pcrformed at the Consultnnt's Risk. The Consultant shall take all precautions necessary
and shall be lesponsible for the safety ofits employees, agents and sub-consultants in the performance of
the work hercunder and shall utilize all protection necessary fol that putpose, All work shall be done at the
Consultant's own risk, and the Consultant shall be responsible for any loss of or damage to rnaterials, tools,
or other articles used or held by the Consultant for use in connection with the work.
t2. Indemnification. The Consultant shall defend, indemnify and hold the City, its officers, officials,
employees, agents and volunteers harnless fi'om any and all claims, injuries, darnages, losses ot sttits,
including all legal costs ancl attorneys' fees, arising out ofor resulting flom the acts, errols ot omissions of
the Consultant in performance of this Agreement, except for injulies or damages caused by the sole
negligence of the City.
Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4,24. I 15, then,
in the event of liability for damages arising out of bodily injury to persons or damages to propefiy caused
by or resulting fi'om the concurrent negligence of the Consultant and tlte City, its officers, officials,
employees, agents and volunteels, the Consultant's liability heleundel shall be only to the extent of the
Consultant's negligence. The provisions of this section shall sulvive the expilation or tennination of this
Agreement.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED FIEREIN CONSTITUTES THE CONSLILTANT'S WAIVER OF
IMMUNITY UNDER INDUSTzuAL INSURANCE, TITLE 5I RCW, SOLELY FOR TFIE PURPOSES
OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDCE THAT THEY HAVE
MUTUALLY NEGOTIATED THIS WAIVER,
13. Insurance. The Consultant shall procure and maintain for the duration of tltis Agleement,
insnrance against claims for injuLies to persons or damage to property which rnay arise ft'om or in
connection with the perfolmance of the work heleunder by the Consultant, its agents, representatives, oL
employees.
A. MinimLrm Scope of Insurance
Consultant sliall obtain insutance of the types described below:
City of Porl Orchard and Technical S)'slenq Inc. (l'Sl)
Public llrot'ks Project No. Ply202l -01 3
Prolessional Service Ag'eenrcnt Conlracl No. C047-2 I
u:\operitions l\lilnso^scADA\or.coll scADA\2021-2024\conract\c0tt-ttOlilljltli0,
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1. Autornobile Liabilitv insurance covering all owned, non-owned, hired and leased
vehicles. Covemge shall be written on Insurance Services Office (ISO) form CA 00 0l
or a substitute foun providing equivalent liability coverage. If necessary, the policy
shall be endorsed to provide contractual liability cover?ge,
2. Comrnercial General Liability insnlance shall be written on ISO occurrence fonn CG
00 0l or a substitute forrn providing equivalent liability coverage and shall cover
liability alising from prclnises, operations, independent contLactors and personal injury
and advertising injury. The City shall be named by endorsement as an additional
insured under the Consultant's Comrnercial Genet'al Liability insurance policy with
respect to the work pelformed for the City,
3. Workers' Compensation coverage as required by the Industrial Insurance laws of the
State of Washington.
4. Plofessional Liability insurance applopliate to the Consnltant's profession.
B. Minimuni Amounts of Insurance
Consultant shall rnaintain the following insLrrance limits:
l. Automobile Liabilitv insurance with a minimum combined single lirnit for bodily
injury and property damage of $1,000,000 per acciclent.
2. Comrnercial General Liability insurance shall be written with limits no less than
$ 1,000,000 each occutrence, $2,000,000 general aggregate,
3. Workers' Compensation Employer's Liability each accident $1,000,000, Employer's
Liability Disease each employee $1,000,000, and Employer's Liability Disease -
Policy Lirnit $1,000,000,
4. Professional Liability insurance shall be written with limits no less than $1,000,000
per claim and $1,000,000 policy aggLegate lirnit.
C. Othel lnsulance Plovisions
The insurance policies are to contain, or be endorsed to contain, the following provisions fot'
Automobile Liability, Plofessional Liability and Cornrnercial General Liability insurance:
The Consultant's insurance covelage shall be primaly insut'ance as tespect the City.
Any insurance, self-insulance, or insulance pool covet'age maintained by the City shall
be excess of the Consultant's insurance and shall not contribute with it.
2. The Consultant shall plovide the City with written notice of any policy cancellation,
within two business days of their leceipt of such notice.
3. The City will not waive its right to subrogation against the Consultant. The
Consultant's insurance shall be endorsed acknowledging that the City will not waive
theil riglrt to sublogation, The Consultant's insumnce shall be endot'sed to waive the
City of Port Orchard and Technicctl Syslens, Inc, (TSI)
Pttblic lltorks Projec! No, Pl,/2021-013
Professional Service Agreentent Conlracl No, C047-21
Uropcrarionr lvluagcr\SCAD^lon-coll scADAVo2l-202.1\conrnc[c04"t Olf]fi?ii0, n6ofll
light ofsubrogation against the City, or any self-insurance, or insurance pool coverage
maintained by the City,4. If any covetage is wlitten on a "clairns made" basis, then a minimum of a tlu'ee (3) yeaL
extended reporting period shall be includecl with the claims made policy, and ploof of
this extended repofting period plovided to the City.
D. Acceptability of InsureLs
Insnrance is to be placed with insurers with a curt'ent A.M. Best rating of not less than A:VII.
E. Velification of Coverage
The ConsLrltant shall furnish the City with oliginal celtificates and a copy of the arnendatory
endorsernents, including bLrt not necessalily lirnited to the additional insured endolsernent,
evidencing the insurance requirements of the Consultant befote comrnencernent of the wolk.
14. Assigning or Srrbcontracting. The Consultant shall not assign, transfer, subcontract or encumbet'
any riglrts, duties, or interests accruing fi'orn this Agreement without the express prior written consent of
the City, rvhich consent rnay be withheld in the sole discletion of the City.
15. Notice. Any notices required to be given by the City to the Consultant ol by the Consultant to the City
shall be in writing and delivered to the parties at the following addresses:
Robelt Putaansuu
Mayor'
216 Prospect Stl'eet
Port Orchald, WA 98366
Phone: 360.876.4407
Fax: 360.895,9029
CONSULTANT
Technical Systems hrc._@
Lynnwood. WA 98036
Phone: 425.678.4104
Emai I : andrewp@.tsicontrols.com-
16. Resolution of Disputes and Governing Larv.
A. Should any dispute, misunderstanding ol conflict alise as to the terms and conditions
contained in this Agreement, the rnatter shall fir'st be referued to the Mayor', wlto shall detet'mine the tenn
ol'plovision's tlue intent ol meaning. The Mayor shall also decide all questions which may arise between
the palties relative to the actual services provided or to the sufficiency ofthe pelfoltnance heteunder.
B. lf any dispute arises between the City and the Consultant under any of the provisions of
this Agreement which cannot be resolved by the MayoL's deterrnination in a reasonable tirne, or if the
Consultant does not agtee with the Mayor's decision on a disputed rnatter, julisdiction of any lesulting
litigation shall be filed in l(itsap County Superior Court, I(itsap Cottlrty, Washington.
C. This Agleement shall be govemed by and consh'ued in accot'dance with the laws of the
State of Washington. In any suit or action instituted to enforce any light gmnted in this Agleement, the
substantially prevailing party shall be entitled to recovel its costs, disbursements, and reasonable attorneys'
fees fi'om the other patty.
Cill' 61 pur, Orchard and Technicctl Syslens, Inc, (TSI)
Public lllorks Project No. Pllr202l-013
Professional Service Agreenen! Conlracl No. C047-21
U:\or,€rdrions t\rdngerLscADA\on.cnll scADAU02l-202,1\ConricMttt-ttiifljl?i-O,
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17, GeneralProvisions.
A, Non-waiver of Breach. The failure of either pal'ty to insist upon strict performance of any
of the covenants and agreements contained herein, or to exercise any option herein contained in one or more
instances, shall not be construed to be a lvaivet or relinqnishment ofsaid covenants, agreetnents, or options,
and the sarne shall be in full force and effect.
B, Modification. No waiveL, alteration, rnodification of any of the provisions of this
Agleernent shall be binding nnless in writing and signed by a duly authorized lepresentative of the City and
the Consultant.
C. Sevelability. The provisions of this Agleement ate declared to be sevsrable. tf any
plovision of this Agreement is for any l'eason held by a court of competent jLrrisdiction to be invalid or
unconstitutional, such invalidity ol urnconstitr*ionality shall not affect the validity ol constitutionality of
any other provision.
D, Entire Asreement, The wlitten provisions of this Agreement, togethel with any Exhibits
attached heleto, shalt supersede all prior verbal statements ofany officer or other representative ofthe City,
and such statements shall not be effective ol be construed as entering into or fonning a paft ofol altering
in any mamer whatsoever, the Agreement or the Agreement documents. The entile agleement between
the parties with respect to the subject matter hereunder is contained in this Agleement and the Exhibits
attached hereto, which rnay or may not have been dated prior to the execution of this Agreernent. All of
the above documents ale hereby made a part of this Agreement and form the Agreement document as fully
as if the salne were set forth herein, Should any langLrage in any of the Exhibits to this Agreement conflict
with any language contained in this Agreernent, then this Agreement shall plevail.
18. Title VI
The City of Port Orchard, in accordance with Title VI of the Civil Rights Act of 1964, 78 Stat. 252,
42 U.S.C. 2000d to 2000d-4 and Title 49, Code of Fedelal Regulations, Department of Ttansportation
subtitle A, Office of the Secretary, Part 21, nondisclimination in federally assisted proglams of the
Depaftment of Tmnsportation issued pursuant to such Act, rnust afflu'rnatively insure that its contracts
cornply with these regulatious.
Thelefore, during the pedormance of this Agreernent, the Consultant, for itself, its assignees, and
successol's in interest agl'ees as follows:
Compliance rvith Regulations: The Consultant will cornply with the Acts and the Regulations
lelative to Nondiscrirnination in Federally-assisted programs of the U.S, Department of
Transportation, Federal Highway Adrninistration (FHWA), as they may be amended fi'om time to
time, which are herein incorporated by rcference and made a part of this Agteement,
2. Nondiscriminntion: The Consultant, with regard to the work pet'formed by it duLing this
Agreement, will not discrirninate on the glounds of tace, color, national origin, sex, age,
disability, income-level, or LEP in the selection and retention of subcontractors, including
procurements of materials and leases of equiprnent. The Consultant will not pafticipate ditectly or
indiLectly in the discrirnination prohibited by the Acts and tlie Regulations as set folth in
Cil), of Port Orchatd ond Technical Syslens, hrc, (TSI)
Public lllorks Projec! No. Pll/2021-013
Professional Service Agreeaenl Conlract No. C047-2 I
Ur\Opcr.lionr llsaserLSCr\DA\On-Call SCr\D;\U021 -2024\ContrecNcott-r,*3il|ri?ii-O,
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Appendix A, attached hereto and incorporated herein by this reference, including employnent
practices when this Agreement covers any activity, ploject, or plogram set forth in Appendix B of
49 C,F.R, part2l.
3. Solicitations for Subcontracts,Including Procurements of Materials end Equipment: ln all
solicitations, eitheL by competitive bidding, ol negotiation made by the Consultant for work to be
perfotmed under a subcontlact, including procurements of materials, ol leases of equipment, each
potential subcontlactol ol suppliel will be notified by the Consultant of the Consultant's
obligations ttndel this Agreement and the Acts and tlre Regulations relative to Non-discrimination
on the grounds of Lace, color', national origin, sex, age, disability, incorne-level, or LEP.
4. Information ancl Reports: The Consultant will plovide all infotrnation and reports required by
the Acts, the Regulations and directives issued purcuant thereto and will permit access to its
books, records, accounts, other soulces ofinfonnation, and its facilities as lnay be deterrnined by
the City ot the FFIWA to be pertinent to ascertain compliance with such Acts, Regulations, and
instt'uctions. Whele any inforrnation requircd of the Consultant is in the exclLrsive possession of
another who fails or t'efuses to furnish the information, the Consultant will so certify to the City
or the FHWA, as appropt'iate, and will set forth what efforts it has rnade to obtain the information
5. Sanctions for Noncompliance: In the event of the Consultant's rroncornpliance with the Non-
disclimination provisions of this Agleement, the City will impose such contract sanctions as it or'
the FFIWA may detemrine to be applopriate, including, but not limited to:L withholding payrnents to the Consultant under the Agreernent until the contractor
cornplies; and/or
2. cancelling, tenninating, or suspending the Agleement, irr whole or in part.
6. Incorporation of Provisions: The Consultant will include the provisions of paragtaphs one
thlough six in every subcontlact, inclLrding procurements of materials and leases of equipment,
lunless exempt by the Acts, the Regulations and directives issued pursuant theleto. The Consultant
will take action with respect to any subcontract or procurement as the City or the FHWA may
dit'ect as a means of enforcing such provisions including sanctions for noncompliance. Plovided,
that if the Consultant becomes involved in, or is thleatened with litigation by a subcontractor, or
suppliel because of such direction, tlre Consultant may request the City to enter into any litigation
to ptotect the intet'ests of the City, In addition, the Consultant may reqLlest the United States to
enter into the litigation to protect the interests of the United States.
IN WITNESS WHEREOF, the palties have executed this Agreernent on the day and year set forth
above,
CITY OF PORT ORCHARD, CONSULTANT GJ" a icz( 31 sfe u5, frc- ,
WASHINGTON
By
Robert (ou I'e
C.ED
CitS,61Por, Orchard s)'slens,
Public lllorks Projecl
ProJbssional Service
l. Dron.DOCX
Rcv 7i l8/2019
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By:
Name
Title:
oEP
3
U:\Operations
ATTEST/AUTH
By:
MMC
City Cterk
APPROVEDAS TOFORM:
Charlotte A. Alcher, City Attorney
By
City of Pot't Orchard and Technical Slsteuts, htc. (TSI)
Public lYorks Pt'oject No. PH/2021-013
Professional Semlce Ag'eentenl Conh'act No. C047-21
U:\Oporrtions NluoscrlSCADAlOn-Cdl SCADAUo2l.2024\Cotrt.act\C0rt"tO"tillir?iio,
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APPENDIX A
Duling the pelfomance of this Agreement, the Consultarrt, foL itself, its assignees, and successors in
interest agrees to comply with tlre following non-discrimination statutes and autholities; including but not
limited to:
Pcrtincnt Non-Discrimination Authorities:
. Title VI of the Civil Rights Act of 1964 (42 U .S.C, $ 2000d et seq., 78 stat. 252), (prohibits
discrimination on the basis of lace, color, national origiu); and 49 C.F.R. Part 2l .. The Unifonn Relocation Assistance and Real Property Acquisition Policies Aot of 1970, (42
U.S,C. $ 4601), (prohibits unfair treatment of pemons displaced or whose prcpelty has been
acquired because ofFederal or Federal-aid progmms and projects);r Federal-Aid Highway Act of 1973, (23 U,S.C. $ 324 et seq.), (prohibits discrimination on the
basis ofsex);. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. $ 794 et seq.), as amended, (pLohibits
discrimination on the basis of disability); and 49 C.F.R. Pafi27;. The Age Disclirnination Act of 1975, as amended, (42 U .S,C. $ 6l0l et seq.), (prohibits
discrimination on the basis of age);. Airport and Airway lmprovement Act of 1982,(49 USC$ 471, Section 47123), as amended,
(prohibits disclimination based on lace, creed, color, national origin, or sex);r Tlre Civil Rights Restolation Act of 1987 , (PL I 00-209), (Broadened the scope, coverage and
applicability of Title VI of the Civil Nghts Act of 1964, The Age Disuimination Act of 1975 and
Section 504 of the Rehabilitation Act of 1973,by expanding the definition of the terms "programs
or activities" to include all of the programs oL activities of the Fedelal-aid recipients, sttb-
recipients and contlactols, whether such plogmms ol activities are Federally funded ol not);o Tittes II and III of the Americans with Disabilities Act, which prohibit disclirnination on the basis
of disability in the opelation of public entities, public and plivate transportation systems, places
of public accommodation, and certain testing entities (42 U.S,C. $$ 12l3 I - 12189) as
implernented by Departrnent of Tlanspoftation regulations at 49 C.P.R, parts 37 and 38;. Tlre Fedel'al Aviation Administration's Non-disclimination statute (49 L,.S.C. g 47123) (prchibits
disclimination on tlre basis of race, color', trational origin, and sex);r Execntive Older 12898, Federal Actions to Address Environmental .Tustice in Minority
Populations and Low-Income Populations, which ensul'es discrimination against rninolity
populations by discouraging programs, policies, and activities with dispLoportionately high and
adverse human health or environrnental effects on minority and low-income populations;o Executive Order' 13166,lmproving Access to Services fol Persons with Linrited English
Proficiency, and resulting agency guidance, national origin disclimination includes discrimination
because of lirnited English proficiency (LEP), To ensure compliance with Title VI, you must take
reasonable steps to -€nsure that LEP pelsons have meaningful access to youl proglams (70 Fed.
Reg. at 74087 to 74100);. Title IX of the Education Amendments of 1972, as amended, which prohibits you fi'orn
disclirninating because of sex in education programs or activities (20 U.S.C. l68l et seq),
City of Port Orcharrl and Technicctl S),sletns, Inc. (ISI)
Public llorks Project No. PII'202 1 -0 1 3
Professional Service Agrcenenl Conlracl No. CA47-21
U:\Opcrations lrlorogcc\$CADr\Or.Coll SCADAVo2l.202,l\Cotrlrnrt\L0lr.rtiillji?HO,O
ll of ll
E,X,A
Technical
Systems
Inc.
Corporote Office
zgo3 196th Sfreei sW
Lynnwood, WA 98036
Tel 425.775.5696On-Call SCADA Maintenance Contract - Proposul
Technical Syslems Incorporaled (TSI) is pleased to provide this On-Call SCADA Mainlenance
Agreemenl Proposal for the purpose of enlering into a contractfor the maintenance and support
o/the SCADA Inslrument and Conffol system for the City of Port Orchard,
For a Not-To-Exceed sum of $100,000.00, from May 1,2021through December 31,2024,
Technical Systems, Ittc. (TSI) will perform ths following duties:
Maintenance Support
a. Labor rate plan fbr routine oalibrations, routine hardware contlol system troubleshooting
and repair, and/or general routine softwar€, engineering and field technician support for all
remote telemetry sites, Any hardware necessary for repair will be supplied by the City of
Pofi Orchard or supplied by TSI at an additional cost with prior written City authorization.
b, Labor rate plan for any field service, for any engineering and/or programming required for
the telemetry and contrcl system, Labor costs shall be portal to portal at the hourly rate on
the day of travEl.
c, Labor rate plan for any technical assistance beyond the scope refercnced above
(a&b)
d, Labor rate plan for emergenoy on-site support and emergenoy off-site support. Rate
plan shall refleot normal working hours (8:00 anr - 4:30 pm), after normal operating
hours, weekends, and Government holidays.
e, Task nrmbers shall be assigned by City Public Works staff for any conesponding work
reflected above and fol City billing/tracking purposes.
TSI is protd of the service we provide to our cuslomers through our engineering andfield service
departments. Generally we request that City of Port Orchard plant staff please follow the following
guidelines:
For TSI after hours emergency service (24 hours a day,7 days a weelc, 365 days a year)
you will be prompted to leave a message in the emergency rnailbox. Please leave a contact
name(s) and a telephone number. This message will immediately be sent to the service
manag€r, Either the selvice manager or the service teohnician will contact you directly.
TSI will guarantee a 3O-minute call back lesponse in the event of an emergenoy.
For service fi'om TSI during normal hours please ask for our Service Coordinator, Lttcas
Koelle.
Lynnwood, WA Dlxon, CA lrvine, CA
Leadership in ControlSystems for over 40 Years
Theattached TSI rate plan ls valld ftom May lr202l through Decsmber 3lr2022rand
then a 5% lnflntlqn adJustmont for the attached ratss from January 112023 through
December 31r2024t
$tandard TSI $ervice
Rates
The following is a list of hourly rates for Project Management, Professional and Project/Software
Engineering, Field Service, Shop Fabrication and Repair, Drafting, and Engineering Support
Services.
Ptoject Manager/ltegistered Professional Engineer
Project Engineer/ Sofware Engineer
Field Engineer/Technician
Shop Teclurician/ Shop Repair
Atrto-Cad Design & Drafting
Docurnentation
Clerical
$180.00 per Hour
$170.00 per I'Iour
$ 150.00 per Hour
$ 95.00 per Hour
$ 75.00 per Hour
$ 75,00 per Hour
$ 65,00 per Hour
Services in excess of 10 hours per day, Monday through Friday, will be billed at 1.5 tirnes the
hourly rate. Saturdays, Sundays, and all business holidays will be billed at 2 tines the hourly
rate. Emergcncy services are billed at a minimum of four (4) hours plus $100.00 which is paid to
the on call technician or engineer. AII travel time will be billcd, portal to portal, at the hourly rate in
effect on the day of travel. For employee personal vehicles, nileage will be billed at the IRS standard
mileage rate.
General Terms and Conditions
Serviccs will be billed via invoice, with field setvtce tepofts, once a tnonth. All cornpany vehicle
travel and mealexpenses are included in the hourly rate, All other expenscs, (hotel, airline, rental car,
etc.), will be billed at documented cost plus l0% service charge, All invoices are Net 30 days.
Panel fabrication is F,O,B. Lynnwood, Washington,
All prices are net prices and do not include any State, [oca[ or use taxes.
Standard Wan'anty Policy
Techical Systems fnc, warrants defects in material and wolkmanship fol all systems supplied by
Technical Systems,lnc. for a period of onc (1) year begiruring on the date of shipment, Individual
component walranties will be lirnited to the published warranty fol the component purchased
and supplied by Techilcal Systems lnc. All published wan'anties provided by the component
mannfactlrers will be assigned, in their entirety, to the end user. No warr'zurHes are verbally
expressed or implied. DefecHve materials or wolkmanship will be repaired or rcplaced free of
charge during the warranty period. Labor, h'avel and otJrer expenses to repair or replace
components at the end user's facility will be billed to the end user in accordartce with the above
Standard Labor Policy