REQUEST FOR PROPOSALS

QUALIFICATIONS-BASED SELECTION

PROFESSIONAL ENGINEERING SERVICES FOR

WATER SYSTEM TELEMETRY, CONTROL AND

MANAGEMENT REPORTING

ON-CALL/AS-NEEDED BASIS

#2021-93 RFP Issue Date December 1, 2021

Questions & Clarifications Due December 21, 2021 – 12:00 pm Proposals Due December 28, 2021 – 2:00 pm Intent to Award January 4, 2022 Contract Award by Council January 11, 2022 – 6:00 pm

ISSUED BY:

City of Redmond

Public Works Department, Water Division 243 E Antler Ave

Redmond, OR 97756

RFP Submittal Addresses:

Kelly Morse, City Recorder Email: kelly.morse@redmondoregon.gov Josh Wedding, Water Division Manager Email: joshua.wedding@redmondoregon.gov

RFP Point of Contact:

Josh Wedding Phone: (541) 504 -2022 Email: joshua.wedding@redmondoregon.gov mailto:kelly.morse@redmondoregon.gov mailto:joshua.wedding@redmondoregon.gov

TABLE OF CONTENTS

I. LEGAL ADVERTISEMENT

II. INTRODUCTION

III. BACKGROUND

IV. SCOPE OF WORK

V. QUALIFICATIONS

VI. STAFF CONTACT

VII. SUBMISSION OF PROPOSALS

VIII. PROPOSAL CONTENT AND ORGANIZATION

IX. EVALUATION AND SELECTION

X. GENERAL CONDITIONS

XI. CONTRACT

XII. APPENDIX A – SCADA ASSET INVENTORY PLAN, SECTION 7

XIII. APPENDIX B – SAMPLE TERMS & CONDITIONS

I. LEGAL ADVERTISEMENT

PROFESSIONAL ENGINEERING SERVICES FOR

WATER SYSTEM TELEMETRY, CONTROL AND

MANAGEMENT REPORTING

December 1, 2021

REQUEST FOR PROPOSAL #2021-93

QUALIFICATIONS-BASED SELECTION

The City of Redmond is requesting proposals from qualified engineering firms, teams, or consultants to provide professional engineering and water system telemetry, control, and management reporting, also known as Supervisory Control and Data Acquisition (SCADA) services, and utilities system integration services. Proposers are invited to submit a proposal outlining their experience and qualifications in performing work related to the services required.

The Request for Proposals can be downloaded online through Oregon’s eProcurement System (OregonBuys) at https://oregonbuys.gov/bso/, and the City of Redmond’s website, https://www.redmondoregon.gov/business/rfps-rfqs. Any addendum issued relating to this request will be available through OregonBuys and the City’s website. Potential proposers are advised to continuously monitor the sites for updates and addenda.

Questions and clarifications regarding this solicitation will be accepted until 12:00 p.m. on December 21, 2021.

Proposals must be received by email to the City Recorder, kelly.morse@redmondoregon.gov, and Water Division Manager, joshua.wedding@redmondoregon.gov, by December 28, 2021 at 2:00 p.m.

Proposals will not be accepted after this date and time.

PUBLISHED: The Bulletin December 1, 2021 Daily Journal of Commerce December 1, 2021 https://oregonbuys.gov/bso/ https://www.redmondoregon.gov/business/rfps-rfqs mailto:kelly.morse@redmondoregon.gov

II. INTRODUCTION

The City of Redmond is requesting interested firms to submit qualifications for aiding in supervision, monitoring, and adjusting the City’s computerized water telemetry system. The City anticipates awarding an on-call contract to provide systems integration and related professional, fabrication and installation services necessary for development and delivery of Redmond’s drinking water. This contract will also be used to support ongoing maintenance and projects for the Utilities telemetry and Supervisory Control and Data Acquisition (SCADA) systems. A crucial element of the telemetry system is ensuring that it functions in an integrated and seamless fashion so that remote operation and monitoring is always available, with a user-friendly interface. This document outlines the requirements and minimum qualifications, selection process and documentation necessary to submit a proposal in response to this solicitation.

III. BACKGROUND

The City of Redmond Water System serves approximately 36,122 people. It includes:

• 185 miles of distribution pipe up to 24 inches in size

• 7 active wells, soon to be 8

• 2 pressure zones, soon to be 3

• 5 reservoirs, soon to be 6

• 5 booster stations, soon to be 6

• 1 pressure regulating station

• Approximately 12,300 service connections

The City will maintain a total of 15.5 million gallons of stored water in 6 reservoirs. On average, the City water demand is 7 MGD, with a peak day demand of 15.6 MGD, all of which must be collected, stored, and delivered in a coordinated, systematic way. Maintaining adequate water storage and distribution is critical to the livelihood of Redmond’s residents and businesses. The City is committed to providing safe and reliable water to its customers through high-quality design, construction, operation, and maintenance of its systems.

The City currently uses Siemens Programmable Logic Controllers (PLCs), Networking Equipment, Motor Starters, Instrumentation, and SCADA Visualization.

IV. SCOPE OF WORK

Professional water system telemetry, control, and management reporting services, also known as water Supervisory Control and Data (SCADA), and utilities system integration is required to maintain water supply reliability. The City of Redmond’s water pumping facilities require regular preventative maintenance to ensure water supply reliability.

This contract will be used for design, fabrication, installation, programming, startups, commissioning, and troubleshooting services for Redmond’s SCADA system, including but not limited to Programmable Logic Controllers (PLCs), remote telemetry units, communications networks, human-machine interfaces, field sensors, servers, modems, switches, motor control panels. In addition, ongoing support to Operations and Maintenance staff for routine maintenance, emergency repair and in-house project assistance will be needed. The successful consultant will be expected to demonstrate proficiency in control systems, mechanical and electrical engineering, hydraulic systems, and computer networking.

Troubleshooting services will include the identification and diagnosis of malfunctions to the automation system consisting of control panels, instrumentation, SCADA software systems and SCADA network infrastructure.

Support services includes identifying necessary system components in need of removal, repair, reprogramming, replacement, or upgrade, as well as the associated reprogramming and testing to return the system to full functionality. Support services also include procurement of equipment critical to SCADA system operations.

This on-call contract will also be used to implement Section 7 of the City’s SCADA Asset Inventory Plan (Appendix A), which may require work with other consultants and contractors hired by the City or hired by the on-call consultant.

All services performed by the qualified firm shall be provided in a manner consistent with the level of care and skill exercised by members of the contractor's profession. Such services shall be performed under the direct supervision of qualified and experienced personnel. The specific types of services to be provided may include, but are not limited to, the following services:

• Process Control Engineering

• System Integration

• SCADA/PLC Development

• Instrumentation Design and Selection

• Field Support (Engineering, Operations and Maintenance, Training)

• Planning, design, and integration services in support of SCADA upgrade projects executed by in-house staff

• Prefabrication of associated control panels in the firm’s fabrication shop

V. QUALIFICATIONS

This contract will require the firm to have the following qualifications:

CERTIFICATIONS

Consultant must be certified as a “Siemens Solutions Partner” since 2011 or earlier. Certification must be renewed at regular intervals over the duration of the Contract, and should be held in Programmable Logic Controllers, Human Machine Interfaces and Variable Frequency Drives. The Consultant must have at least two employees certified in all three of the above categories.

EXPERIENCE

Consultant must have at least ten (10) years of verifiable, in-depth experience in working with municipal water and wastewater utilities, including knowledge of hydraulic principals associated with municipal utilities. Consultant shall also have previous or current working knowledge of the City’s utilities and current SCADA systems.

INVENTORY

Consultant must always have any Siemens Programmable Logic Controllers (PLCs) currently used by the City’s current system in-stock and on-hand for use.

RESPONSE TIME

Consultant must always make themselves as available as possible to mitigate emergencies. Contractor must be able to respond, in-person or remotely, to emergencies within 30 minutes. Consultant must respond to routine requests within 3 business days.

ELECTRICAL ENGINEER

Consultant must staff a professional electrical engineer licensed by the State of Oregon.

SAFETY

Contractor shall always provide a safe work environment, utilize best management practices, adhere to OR-OSHA regulations, and follow AWWA standards and procedures for water instrumentation and control services.

VI. STAFF CONTACT

All questions related to this RFP shall be submitted in writing via email to Josh Wedding at Joshua.wedding@redmondoregon.gov. The final date to submit questions is Tuesday, December 21, 2021 at 12:00 PM.

VII. SUBMISSION OF PROPOSALS

The City will only accept electronic proposals for this solicitation. Hard copies or FAX will not be accepted.

Submit proposal by email no later than 2:00 p.m. on Tuesday, December 28, 2021 to the City Recorder, Kelly Morse, at kelly.morse@redmondoregon.gov AND to the Water Division Manager, Josh Wedding, at joshua.wedding@redmondoregon.gov. The subject line of the email shall state “Proposal for Professional Engineering Services for Water System Telemetry, Control and Management Reporting.”

Maximum size of file that can be received is 20MB. Closing time is determined by when the email is received by the City’s email system, not sent by the proposer. Proposals received after the designated time will not be considered. There will be no formal opening.

VIII. PROPOSAL CONTENT AND ORGANIZATION

Proposals should be limited to specific discussion of the elements outlined in this RFP. The intent of this RFP is to encourage responses which allow the City to understand your firm’s experience and qualifications for providing professional SCADA and utilities system integration.

The City’s proposal format and administrative requirements are set out below. These are intended to facilitate the City’s ability to evaluate proposals quickly and accurately.

mailto:Joshua.wedding@redmondoregon.gov mailto:kelly.morse@redmondoregon.gov

SUBMISSION LAYOUT

Proposals shall not exceed twenty (20) double-sided pages.

At a minimum, the proposal shall follow the general outline below:

A. Introduction Letter (Not Scored) The introduction letter should include the primary contact’s name, title, address, phone number, email, and original signature of an individual with authority to negotiate on behalf of and to contractually bind the firm, and who may be contacted during the period of proposal evaluation.

Please include firm ownership information, office locations, and size of company. The introductory letter is counted in the total page count unless stated otherwise.

B. Firm Qualifications (40 Possible Points) The proposer should provide an overview of their firm’s adequate experience performing the variety of potential types of work requested in this RFP. Briefly outline the financial stability, facilities, and equipment that qualify your firm to perform this scale of work. Detail your firms staffing and their capacity to perform requested services. Include quality control standards, and warranty terms for repairs. Consultant shall provide a schedule of service, with key milestones, timeline, and deliverables for Section 7 of the City’s SCADA Asset Inventory Plan to be reviewed and approved by City of Redmond staff. Firm should clearly demonstrate the following key qualifications:

• Experience working with municipal water and wastewater utilities, including knowledge of hydraulic principals associated with municipal water systems

• Duration of Siemens Solutions Partner Certification

• Ability of the consultant to always have the water system’s currently used Siemens PLCs in-stock and on-hand

• Previous or current consultation services with Redmond’s water or wastewater systems

• Qualifications and location or availability of key personnel

• Knowledge of City, State, and Federal requirements

• Quality Control and Assurance Program and management approach

• Any exceptions to the sample Professional Services Contract

C. Team Qualifications (40 Possible Points)

Describe the qualifications and experience of each professional who will participate in the project(s).

Include the method and approach used to manage the project(s) and briefly describe how the engagement proceeds from beginning to end. Provide resumes that include specialized training of staff and their time with your firm, including specifics of experience on similar projects. Proposals should include project examples delivered within the past five (5) years by the proposed team members, with a client reference for each project example. Provide the initial and final budgets of delivered projects and provide details of how these project examples demonstrate technical expertise as outlined above.

D. Fee Schedule (20 Possible Points) Include a typical 2021 billing rate schedule for the project team.

Total Possible Points: 100

IX. EVALUATION AND SELECTION

A technical review committee made up of City staff will evaluate the RFPs. Selection will be based on a comparative evaluation of overall qualifications that is entirely at the discretion of the City.

Proposers may be contacted and asked for further details, if necessary, and may be expected to appear for oral interviews. Previous clients or references may also be contacted. The panel will make recommendations to the City Council based on the RFP, optional oral interview, and reference check.

The City reserves the right to select contractor(s) based solely on written RFPs and not convene oral interviews.

Upon receipt of the RFPs, the City will perform the technical evaluation and scoring of each proposal.

A. Introduction Letter (Not Scored) B. Firm Qualifications (40 points) C. Team Qualifications (40 points) D. Fee Schedule (20 points)

The City reserves the right to rank proposals based on other criteria and factors. In the event the City judges multiple RFPs to be of equal value, interviews may be performed to further assess the proposals.

X. GENERAL CONDITIONS

LIMITATIONS

This request for proposals does not commit the City to award a contract, to pay any costs incurred in the preparation of the proposal in response to this request, or to procure or contract for services or supplies. The City expressly reserves the right to reject any and all RFPs or to waive any irregularity or information in any Statement or in the RFP procedure and to be the sole judge of the responsibility of any proposer and of the suitability of the materials and/or services to be rendered. The City reserves the right to withdraw this RFP at any time without prior notice. Further, the City reserves the right to modify the RFP schedule described above.

AWARD

The City may ask RFP finalists to present oral briefings of their proposals. All finalists may be required to participate in negotiations and submit such price, technical, or other revisions of their RFPs that may result from negotiations. The City also reserves the right to award the contract without discussion, based upon the initial RFPs. The City reserves the right to qualify multiple consultants or a single Contractor to provide these consultants.

RFP ADDENDA

Any changes to the RFP requirements will be made by written addenda by the City and shall be considered part of the RFP. Upon issuance, such addenda shall be incorporated in the agreement documents, and shall prevail over inconsistent provisions of earlier issued documentation.

VERBAL AGREEMENT OR CONVERSATION

No prior, current, or post award verbal conversations or agreement(s) with any officer, agent, or employee of the City shall affect or modify any terms or obligations of the RFP, or any contract resulting from this RFP.

PREPARATION COSTS

The City may cancel a solicitation, whether formal or informal, or reject all proposals or responses to RFPs, or any combination of the foregoing, without liability incurred by the City at any time after issuing as RFP or RFQ, if the City believes it is in the City’s best interest to do so. Contractors or Consultants responding to either RFP’s or RFQ’s are responsible for all costs they may incur in connection with submitting Proposals and responses to RFP’s or RFQ’s, which includes but is not limited to submittal preparation, submittal, travel, expenses, interviews, presentations, or evaluation of any proposal.

PROPOSALS NOT AVAILABLE FOR PUBLIC INSPECTION AT THE OPENING

No formal opening will occur in connection with this procurement. In accordance with ORS 279B.060(6)(a) only the names of the Proposers shall be disclosed after the closing date.

Notwithstanding ORS 192.410 to 192.505, proposals are not required to be open for public inspection until after the notice of intent to award a contract is issued. After the selection process is completed and notice of intent has been issued, proposals are deemed open to public inspection, unless exempt from public inspection by provision of applicable state or federal law.

If it is necessary to submit trade secrets or other confidential information to comply with the terms and conditions of this RFP, Proposers shall label any information that it wishes to protect from disclosure to third parties as a trade secret under ORS 192.345(2). Each page containing the trade secret or other confidential information must be so marked at the top of each page in bold. If the trade secret or confidential information is only on a portion of a page, Proposers must so identify the trade secret or confidential information at the top of each page in bold and list the section title that is to be marked a trade secret or confidential information.

The City shall take reasonable measures to hold in confidence all such labeled information but shall not be liable for release of any information when required by law or court order to do so, whether pursuant to the Oregon Public Records Law or otherwise and shall also be immune from liability for disclosure or release of information under the circumstances set out in ORS 646.473(3).

In submitting a proposal, each Proposer agrees that the City may; (a) reveal any trade secret or other confidential materials contained in the proposal to City staff and to any outside consultant or third party who is hired by the City and (b) post the proposal on the City’s intranet for purposes related to its evaluation and ranking. Furthermore, each Proposer agrees to indemnify and hold harmless the City and each of its officers, employees, and agents from all costs, damages, and expenses incurred in connection with refusing to disclose any material that the Proposer has designated as a trade secret and/or as confidential information. Any Proposer that designates its entire proposal as a trade secret may be disqualified.

XI. CONTRACT

The City of Redmond intends to establish a professional services contract for a minimum period of three

(3) years with an option to renew the contract by Amendment for two (2) additional one-year periods. It is anticipated the City’s SCADA support needs for the next three (3) years will be approximately $150,000.00 per fiscal year, using approved budgets.

Please refer to Appendix B for the Sample Terms & Conditions for the City’s Professional Services contracts. The Contractor shall maintain all insurance requirements for the duration of the Contract.

City of Redmond, OR | SCADA Asset Inventory

Section 7 – Gap Closure Order-of-Solve Sequence | 104 S&B Inc

Section 7 - Gap Closure Order-Of-Solve Sequence

Based upon the gap closure requirements required to move from the current state to the ideal state, a general order-of-solve should be followed to minimize expense and engineering efforts, while also providing immediately realizable benefits to the owner. Our recommendation is to follow this general order of solve sequence: Forked Horn Butte, SCADA Visualization (hardware only), Automation, and all other upgrades.

(Details on each upgrade step are found on the following pages)

Appendix A, City of Redmond RFP No. 2021-93

Section 7 – Gap Closure Order-of-Solve Sequence | 105 S&B Inc

7.1 Forked Horne Butte Upgrades

The Forked Horn Butte facility is the highest criticality of all stations in the City, and its aging automation and VFD motor starters must be addressed right away. But with the addition of the Well8/Res7/Booster1A site, the Forked Horn Butte pumps may be resized to accommodate new pumping demands, therefore the City must first coordinate with their design consultant, MurraySmith, to ensure the replacement VFDs will match any pumps which may be re-sized. There are cost savings and reduction of risk to perform all Forked Horn Butte work together in a single project, and the City is encouraged to use this approach.

Section 7 – Gap Closure Order-of-Solve Sequence | 106 S&B Inc

7.2 SCADA Visualization Upgrades

The SCADA computers have one year of remaining life and the computer hardware must be upgraded.

The associated WinCC SCADA software and Win911 alarm notification software are to be migrated to the current version and deployed on the replacement computer hardware. This hardware upgrade is the only timely upgrade requirement.

The City has the flexibility to perform the three additional upgrades which are associated with the SCADA visualization system on their timeframe: 1) graphics overhaul, 2) reports development, and 3) smart motor starter data context. These three optional upgrades can be performed individually at different times or bundled together as part of a larger visualization project.

Section 7 – Gap Closure Order-of-Solve Sequence | 107 S&B Inc

7.3 Automation Upgrades

The remaining automation equipment requires modernization of touch panels at three station to allow for the foundational software of the PLC/HMI equipment to be migrated to current software offerings, which will in turn provided the security patching for the automation equipment. Additionally, the water dispensing station (WDS) is at end of life, and ready for replacement. The City has plans to use the new WDS as the Reservoir 7 level monitoring device during facility construction, then re-purposed as the new water dispensing station when the Well 8/Res7/Booster 1A facility is commissioned. Therefore, the need for the new WDS will be dictated by the Reservoir 7 construction schedule.

Section 7 – Gap Closure Order-of-Solve Sequence | 108 S&B Inc

7.4 All Remaining Upgrades

Upon completion of the Forked Horn Butte, Visualization, and Automation upgrades, the criticality significantly drops, and the City should perform upgrades based upon both a product lifecycle and need.

The table below outlines the outstanding projects, their associated timeframe for project execution, and the cost estimate from section 4. All projects can be performed as a stand-alone gap closure effort, grouping is not required.

Table 28 –All Remaining Upgrades

Item Description Timeline Cellular Diagnostics Training Now / Annually

Smart Motor Starter Diagnostics Training Now / Annually MTU Resiliency Addition (Relay for Modem Reset) Now

Well 6 Reservoir Level Probe Replacements (2x) Now Well 6 Booster #1 Simocode Addition Now

FHB Transfer Station (new tank) Level Probe Replacement Now Automation Exchange Training + Cold Backup PLC Now

Well 5 Level Probe Replacement Before 2024 FHB Transfer Station Pressure Transmitter Replacements (2x) Before 2025

Well 5 VFD Replacement Before 2025 Well 7 Level Probe Replacement Before 2025

Well 3 Water Quality Analyzer Addition Flexible Well 4 Water Quality Analyzer Addition Flexible Well 5 Water Quality Analyzer Addition Flexible

Hybrid Communication Topology Implementation Flexible

–Professional Services Contract No. 2021-93

CITY OF REDMOND SERVICES CONTRACT

CONTRACT NO. 2021-93

This Contract is between The City of Redmond (City) and _________(Contractor). The parties agree as follows:

Effective Date and Termination Date. The effective date of this Contract shall be January 11, 2022, or the date on which each party has signed this Contract, whichever is later. Unless earlier terminated as provided below, the termination date shall be June 30, 2025.

Statement of Work. Contractor shall perform the work described in Exhibit 1.

Payment for Work. City agrees to pay Contractor in accordance with Exhibit 1.

Contract Documents. This Contract includes this cover document, contract pages 2-8 and Exhibits 1, 1A, 2, 3, and 4.

CONTRACTOR DATA AND SIGNATURE

Contractor Address (remit payment and notices):

Federal Tax ID# or Social Security #:

Is Contractor a nonresident alien? Yes No

Business Designation (check one):

Corporation-for profit

Sole Proprietorship Corporation-non-profit

Partnership Other, describe

A Federal tax ID number or Social Security number is required to be provided by the Contractor and shall be used for the administration of state, federal and local tax laws. Payment information shall be reported to the Internal Revenue Service under the name and Federal tax ID number or, if none, the Social Security number provided above.

I have read this Contract including the attached Exhibits. I understand this Contract and agree to be bound by its terms. NOTE: Contractor shall also sign Exhibits 2, 3, 4, and 5 if applicable.

Date

CITY OF REDMOND SIGNATURE

Contracts are not valid and not binding on the City until signed by the appropriate City Representative (Delegation of Signing Authority- Policy FIN 100).

Keith Witcosky, City Manager Date

INSURANCE REVIEWED ________

APPENDIX B: R

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-93

Rev 4/15

CITY OF REDMOND SERVICES CONTRACT NO. 2021-93

THIS AGREEMENT, made and entered into this eleventh day of January, 2022, by and between the CITY OF REDMOND, a municipal corporation of the state of Oregon, hereinafter referred to as “CITY”, and _______________ operating as an independent contractor, hereinafter referred to as

“CONTRACTOR”.

W I T N E S S E T H:

The signing of this Agreement by CITY and CONTRACTOR authorizes Contractor to carry out and complete the services as described below in consideration of the mutual covenants set forth in this Agreement.

1. EFFECTIVE DATE AND DURATION. This Agreement is effective January 11, 2022. Except as otherwise provided in this agreement, this Agreement terminates on June 30, 2025.

2. PROJECT. Contractor’s work will be limited to the projects described below. Work on any additional projects will require written authorization from City. Contractor will be working on the following projects:

2.1 On-call professional engineering for water system telemetry, control and management reporting and support of the City’s 2021 Supervisory Control and Data Acquisition (SCADA) Asset Inventory Report. Refer to Exhibit 1A for details.

3. SCOPE OF SERVICES. Contractor agrees to provide the following services:

3.1 Duties. Detailed under Exhibit 1 of this agreement.

3.2 Representation on Authority of Parties/Signatories. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party's obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms.

3.3 City Project Representative. Contractor shall coordinate services, progress reports and this agreement through the following authorized City Employee:

Name: Josh Wedding Contact Phone Number: (541) 504-2022

3.4 Records. Contractor shall maintain all of its records relating to the Scope of Services on a generally recognized accounting basis and allow City the opportunity to inspect and copy such records at a convenient place during normal business hours. All records shall be maintained by Contractor for three years after City makes final payment and all other pending matters between City and Contractor are closed.

3.5 Compliance with Laws. Contractor shall comply with all federal, state and local laws and ordinances applicable to public contracts including but not limited to all applicable

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Oregon Statutes governing public contracts. ORS 279a, 279b and 279c are incorporated by reference and deemed part of this contract as if fully set.

3.6 Contract Documents. In the event of a conflict between or among the terms of this

Agreement and any proposal, bid documents, standards and specifications and/or request for proposals, the following order of precedence shall prevail: (a) this instrument; (b) the Attachments to this Instrument; (c) the request for proposal; (d) the proposal and/or bid documents. Nothing in this Agreement shall be considered as an acceptance of the terms of a proposal if the terms of the proposal conflict or are otherwise incompatible with the express terms contained in this Agreement and Attachments or in the City’s request for bids or proposals.

4. RESTRICTIONS.

4.1 Contractor shall make prompt payments as due to all persons supplying labor or materials to contractor for the work provided under this Agreement. Contractor shall not permit any lien or claim to be filed or prosecuted against City on account of any labor or material furnished. If Contractor fails, neglects or refuses to make prompt payment of any claim for labor, services or material furnished to Contractor or a subcontractor in connection with this Agreement as such claim becomes due, City may pay such claim to the person furnishing the labor or material and charge the amount of the payment against funds due or to become due to contractor under this Agreement.

4.2 During the course of this Agreement Contractor may have access to confidential information of City and may participate in confidential discussions with City. Contractor shall not disclose confidential City information to any third party during the term of this Agreement or after its termination except as required by a court of competent jurisdiction or with the consent of City.

5. FEE FOR SERVICES.

5.1 City shall pay Contractor up to $150,000 per year. Payments shall be made upon invoice. Total fees for the duration of the Contract shall not exceed $450,000.00. Refer to Exhibit 1 for payment details and required contractor documentation.

5.2 In the event that a dispute arises regarding Contractor’s billing, City shall pay any amounts it agrees it owes and shall withhold payment of disputed amounts pending resolution of those disputes. Contractor shall provide any necessary documentation to support its billing to City.

6. STANDARD OF PERFORMANCE/LIMITED WARRANTY. Contractor warrants that its findings, recommendations, specifications or professional advice provided hereunder will be prepared and presented in accordance with the local standards of system design and integration service professions in effect at the time the services are performed. Contractor makes no other warranty or representation, express or implied, and City accepts said limited warranty.

7. INDEPENDENT CONTRACTOR. Contractor, for the purpose of this Agreement, shall be considered an independent contractor. As an independent contractor, Contractor agrees as follows:

APPENDIX B: R

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7.1 Contractor will be solely responsible for payment of Federal or State taxes required as a result of this Agreement;

7.2 Contractor is not entitled to any benefits generally granted to City employees;

Contractor is solely liable for any Workers Compensation coverage under this contract.

7.3 If Contractor has the assistance of other persons in the performance of this contract, Contractor shall qualify and remain qualified for the term of this contract as a direct responsibility employer under Oregon Workers’ Compensation law.

7.4 Contractor shall comply with the requirements of a contractor under Oregon Revised Statutes.

8. CONTRACTOR NOT AN AGENT OF CITY. It is agreed by and between the parties that Contractor is not carrying out a function on behalf of City, and City does not have the right of direction or control of the manner in which Contractor delivers services under this Contract or exercise any control over the activities of Contractor. Contractor is not an officer, employee or agent of City as those terms are used in ORS 30.265.

8.1 This Agreement is not intended to entitle the Contractor nor any of its Agents to any benefits generally granted to City employees. Without limitation, but by way of illustration, the benefits which are not intended to be extended by this Agreement are vacation, holiday and sick leave, other leaves with pay, tenure, medical and dental coverage, life and disability insurance, overtime, Social Security, Workers' Compensation, unemployment compensation, or retirement. Contractor shall be responsible for all federal or state taxes applicable to compensation or payment paid to Contractor under this Agreement.

9. PARTNERSHIP. City is not, by virtue of this contract, a partner or joint venturer with

Contractor in connection with activities carried out under this contract, and shall have no obligation with respect to Contractor’s debts or any other liabilities of each and every nature.

10. INSURANCE. Requirements are detailed in Exhibit 2.

11. FAILURE TO SECURE. If Contractor at any time during the term hereof should fail to secure or maintain insurance required in Exhibit 2, City shall be permitted to obtain such insurance in the Contractor's name or as an agent of the Contractor and shall be compensated by the Contractor for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.

12. INDEMNIFICATION HOLD HARMLESS. Contractor shall defend, save, hold harmless and indemnify the City and its officers, directors, agents, employees and volunteers from and against all claims, suits, actions, losses, damages, liabilities costs and expenses of any nature resulting from or arising out of, or relating to the activities of Contractor or its officers, employees, contractors, or agents under this Contract. To the extent permitted by Article XI, Section 10, of the Oregon Constitution and the Oregon Tort Claims Act, ORS 30.260 through 30.300, City shall defend, save, hold harmless and indemnify Contractor and its officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities costs and expenses of any nature resulting from or arising out of, or relating to the activities of City or its officers, directors, agents, employees and volunteers under this Contract. Neither party shall be liable to the other for any incidental or consequential damages arising out of or related to this contract. Neither party shall be liable for any damages of any sort arising solely from the rightful termination of this contract or any part hereof in accordance with its terms.

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13. SUBROGATION WAIVER:Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide commercial general and automotive liability insurance, Contractor shall look solely to its own insurance for recovery. Contractor hereby grants to City, on behalf of any insurer providing commercial general and automotive liability insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance.

14. PERMITS AND LICENSES:

Contractor, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City Business License, which may be required in connection with the performance of services hereunder.

15. PREFERENCE FOR RECYCLED MATERIALS (ORS 279A.125). Contractor will use where applicable, recycled materials if (a) The recycled product is available; (b) The recycled product meets applicable standards; (c) The recycled product can be substituted for a comparable non-recycled product; and (d) The recycled product’s costs do not exceed the costs of non-recycled products by more than five percent (5%).

16. DRUGS AND ALCOHOL. Contractor shall enforce a zero tolerance as to dealing, possession, or use of drugs or alcohol by Contractor or its employees, subcontractors and agents while performing work under this contract.

17. CRIMINAL BACKGROUND INVESTIGATIONS. Contractor understands that Contractor is subject to periodic criminal background investigations by City and, if such investigations disclose criminal activity not disclosed by Contractor, such non-disclosure shall constitute a material breach of this Contract and City may terminate this Contract effective upon delivery of written notice to the Contractor, or at such later date as may be established by the City.

18. DELEGATION, SUBCONTRACTS AND ASSIGNMENT. Contractor shall not delegate or subcontract any of the work required by this Contract or assign or transfer any of its interest in this Contract, without the prior written consent of City.

18.1 Any delegation, subcontract, assignment, or transfer without prior written consent of City shall constitute a material breach of this contract.

18.2 Any such assignment or transfer, if approved, is subject to such conditions and provisions as the City may deem necessary.

18.3 No approval by the City of any assignment or transfer of interest shall be deemed to create any obligation of the City to increase rates of payment or maximum Contract consideration.

18.4 Prior written approval shall not be required for the purchase by the Contractor of articles, supplies and services which are incidental to the provision of services under this Contract that are necessary for the performance of the work.

18.5 Any subcontracts that the City may authorize shall contain all requirements of this contract, and the Contractor shall be responsible for the performance of the subcontractor.

19. NON-DISCRIMINATION. Contractor agrees that it shall not discriminate on the grounds of race, color, creed, national origin, sex, marital status, age, or disability in Contractor’s performance of this Agreement. Contractor agrees to comply with Title VI of the Civil Rights Act of 1964, with Section V of the Rehabilitation Act of 1973, and with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations.

Contractor also shall comply with the Americans with Disabilities Act of 1990 (Pub L No. 101-

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336), ORS 659.425, and all regulations and administrative rules established pursuant to those laws. Contractor agrees to comply with ADA in its employment and nondiscrimination practices, and that it shall perform its contractual obligations consistent with ADA federal requirements/regulations, state disability and accessibility law and requirements, and applicable regulations and administrative rules established pursuant to those laws.

20. TERMINATION.

The parties may terminate this Agreement as follows:

20.1 This Agreement may be terminated at any time by mutual consent of both parties.

20.2 City may, at its sole discretion, terminate this Agreement, in whole or in part, upon thirty

(30) days’ notice, in writing and delivered by certified mail or in person.

20.3 City may terminate this Agreement, effective upon delivery of written notice to the Contractor, or at such later date as may be established by the City under any of the following conditions:

20.3.1 City funding is not obtained and continued at levels sufficient to pay for Contractor’s Work. The Agreement may be modified to accommodate a reduction in funds.

20.3.2 If federal, state or City regulations or guidelines are modified, changed or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement or are no longer eligible for the funding proposed for payments authorized by this Agreement.

20.3.3 If any license or certificate required by law or regulation to be held by the Contractor to provide the services required by this Agreement is for any reason denied, revoked, or not renewed.

20.3.4 Any termination of this Agreement shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination.

20.3.5 The City by written notice of default (including breach of contract) to the Contractor may terminate the whole or any part of this Agreement:

20.3.5.1 If the Contractor fails to provide services called for by this Agreement within the time specified or any extension of the Agreement, or

20.3.5.2 If the Contractor fails to perform any of the other provisions of this Agreement, or so fails to pursue the work as to endanger performance of this Agreement in accordance with its terms, and alter receipt of written notice from the City, fails to correct such failures within 10 days or such longer period as the City may authorize.

20.4 Contractor may terminate this Agreement upon 30 days’ written notice to City if City fails to pay Contractor pursuant to the terms of this Agreement and City fails to cure within 30 business days after receipt of Contractor’s notice, or such longer period of cure as Contractor may specify in the notice.

21. ACCESS TO RECORDS. Contractor shall maintain fiscal records and all other records pertinent to this Contract.

21.1 All fiscal records shall be maintained pursuant to generally accepted accounting standards, and other records shall be maintained to the extent necessary to clearly reflect actions taken. All records shall be retained and kept accessible for at least three years following the final payment made under this Contract or all pending matters are closed, which ever is later. If an audit, litigation or other action involving this Contract is started before the end of the three year period, the records shall be retained until all issues arising out of the action are resolved or until the end of the three year period, whichever is later.

21.2 City and its authorized representatives shall have the right to direct access to all of Contractor’s books, documents, papers and records related to this Contract for the purpose

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of conducting audits and examinations and making copies, excerpts and transcripts. These records also include licensed software and any records in electronic form. City shall reimburse Contractor for Contractor’s cost of preparing copies. At Contractor’s expense, the City, the Secretary of State’s Office of the State of Oregon, the Federal Government, and their duly authorized representatives, shall have license to enter upon Contractor’s premises to access and inspect the books, documents, papers, computer software, electronic files and any other records of the Contractor which are directly pertinent to this Contract for the purpose of making audits, examinations, excerpts, copies and transcriptions.

22. OWNERSHIP OF WORK. All work of Contractor that results from this Contract (the “Work

Product”) is the exclusive property of City. City and Contractor intend that such Work Product be deemed “work made for hire” of which City shall be deemed author. If, for any reason, the Work Product is not deemed “work made for hire,” Contractor hereby irrevocably assigns to City all of its right, title, and interest in and to any and all of the Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Contractor shall execute such further documents and instruments as City may reasonably request in order to fully vest such rights in City. Contractor forever waives any and all rights relating to Work Product, including without limitation, any and all rights arising under 17 USC § 106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications. City shall have no rights in any pre-existing work product of Contractor provided to City by Contractor in the performance of this Contract except to copy, use and re-use any such work product for City use only. If this Contract is terminated prior to completion, and the City is not in default, City, in addition to any other rights provided by this Contract, may require the Contractor to transfer and deliver all partially completed work products, reports or documentation that the Contractor has specifically developed or specifically acquired for the performance of this Contract.

23. GOVERNING LAW. This Contract shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. Any claim, action, suit or proceeding (collectively, “Claim”) between City and Contractor that arises from or relates to this Contract shall be brought and conducted solely and exclusively within the Circuit Court of Deschutes City for the State of Oregon; provided, however, if a Claim shall be brought in federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon. CONTRACTOR, BY EXECUTION

OF THIS CONTRACT, HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF

SAID COURTS.

24. FORCE MAJEURE. Neither party to this Agreement shall be liable to the other party for delays in performing the Services or for the direct or indirect cost resulting from such delays that may result from strikes, riots, war, acts of governmental authorities, extraordinary weather conditions or other natural catastrophe, or any other cause beyond the reasonable control or contemplation of either party.

25. NOTICE. Any notices required under this Agreement shall be effective when received at the following addresses:

City: 411 SW 9th St, Redmond, OR 97756

Contractor:

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26. WAIVER. City’s delay in exercising, or failure to exercise any right, power, or privilege under this Contract shall not operate as a waiver thereof, nor shall any single or partial exercise or any right, power, or privilege under this Contract preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

27. ATTORNEY FEES. If a suit or action is filed to enforce any term of this Agreement, the prevailing party shall be entitled to recover from the other party, in addition to costs and disbursements provided by statute, any sum that a court, including any appellate court, may adjudge reasonable as attorney’s fees.

28. SEVERABILITY. If any term or provision of this Agreement is declared illegal or in conflict with any law by a court of competent jurisdiction, the validity of the remaining terms and provisions shall not be affected and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular term or provision held to be invalid.

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed the day and year first above written.

CONTRACTOR

Date__________________________________

CITY OF REDMOND

Keith Witcosky, City Manager

Bill Duerden, Public Works Director

Joshua Wedding, Water Division Manager

Date __________________________________

ATTEST:

By: Kelly Morse, City Recorder

EXHIBIT 1

CITY OF REDMOND SERVICES CONTRACT

Contract No. 2021-93

STATEMENT OF WORK, COMPENSATION

and PAYMENT TERMS

1. Contractor shall provide the following work:

A.

B.

C.

Refer to Exhibit 1A for details.

2. CITY Services. City shall provide Contractor, at City's expense, with material and services described as follows:

A.

B.

C.

Refer to Exhibit 1A for details.

3. Consideration.

Contractor is not an employee or agent of the City of Redmond. City shall pay Contractor in accordance with Exhibit 1A. Contractor shall be entitled to reimbursement for expenses as set forth in Exhibit 1A.

4. The maximum compensation.

a. The maximum compensation under this contract, including expenses, is $450,000.00.

b. Contractor shall not submit invoices for, and City shall not pay for any amount in excess of the maximum compensation amount set forth above. If this maximum compensation amount is increased by amendment of this contract, the amendment shall be fully effective before contractor performs work subject to the amendment. Contractor shall notify City in writing of the impending expiration of this Contract thirty (30) calendar days prior to the expiration date.

EXHIBIT 2 INSURANCE AND BOND

CITY OF REDMOND SERVICES CONTRACT

Insurance Assigned: JAL The Contractor shall at all times maintain, in force, at Contractor’s expense, each insurance noted below.

Insurance coverage must apply on a primary and non-contributory basis. All insurance policies, except Professional Liability, shall be written on an occurrence basis and be in effect for the term of this contract. Policies written on a “claims made” basis must be approved and authorized by the City of Redmond.

Contractor Name: Contract No. 2021-93

Workers Compensation insurance in compliance with ORS 656.017, requiring Contractor and all subcontractors to provide workers’ compensation coverage for all subject workers, or provide certification of exempt status. Employers' Liability Insurance with coverage limits of not less than $500,000 must be included.

Professional Liability insurance with an occurrence combined single limit of not less than:

Per Occurrence limit Annual Aggregate limit $500,000 $500,000 $1,000,000 $1,000,000 $2,000,000 $2,000,000

Professional Liability insurance covers damages caused by error, omission, or negligent acts related to professional services provided under…