HomeMy WebLinkAboutAgenda Packet - Meeting Date: 1/10/2017 (16)City of Glendale
Legislation Description
5850 West Glendale Avenue
Glendale, AZ 85301
File #:16-652,Version:1
AUTHORIZATION TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT WITH INDUSTRIAL AUTOMATION
SERVICES, INC., A SOLE SOURCE PROVIDER, FOR PARTS, EQUIPMENT, AND SERVICE FOR KROHNE
EQUIPMENT
Staff Contact: Craig Johnson, P.E., Director, Water Services
Purpose and Recommended Action
This is a request for City Council to authorize the City Manager to enter into a professional services agreement
with Industrial Automation Services,Inc.,(Industrial)for parts,equipment,and services for KROHNE
equipment in an amount not to exceed $20,000 for the initial term;and authorize the City Manager,at the
City Manager’s discretion,to extend the agreement for four (4)additional one-year terms,in an amount not
to exceed $100,000 for the entire term of the agreement .
Background
The City’s water treatment,water distribution,wastewater collection and wastewater treatment systems
include five treatment plants,groundwater wells,booster stations,lift stations,and numerous other critical
appurtenances.Within these facilities are various meters,sensors,valves,and process controllers that
monitor the system’s automated processes.Periodically,this equipment needs repairing,replacement,or
maintenance.
Analysis
The Materials Manager may procure and contract for supplies and services without competition when there
has been a written determination that competition is not available and there is only one known source for the
supply or service.
Industrial is the sole provider for KROHNE equipment and meets the criteria of a sole source procurement.
Industrial ensures that issues are addressed with the technical expertise and any required repairs are made
quickly.
Community Benefit/Public Involvement
Having a contracted vendor provides for immediate access to service to minimize down time,meet the water
and wastewater treatment needs of our community,and continue to remain in compliance with state and
federal regulatory requirements.
Budget and Financial Impacts
City of Glendale Printed on 12/29/2016Page 1 of 2
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File #:16-652,Version:1
Funding is available in the Water Services FY2016-17 operating budget.
Cost Fund-Department-Account
$20,000 2360-17160-523400, Arrowhead Reclamation Facility
2360-17170-523400, West Area Reclamation Facility
2400-17250-523400, Pyramid Peak Water Treatment Plant
2400-17260-523400, Cholla Water Treatment Plant
2400-17310-523400, Oasis Water Treatment Plant
2400-17290-523400, Water Distribution
2420-17630-523400, Wastewater Collection
Capital Expense? No
Budgeted? Yes
Requesting Budget or Appropriation Transfer? No
If yes, where will the transfer be taken from?
City of Glendale Printed on 12/29/2016Page 2 of 2
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C -
PROFESSIONAL SERVICES AGREEMENT
REPLACEMENT PARTS, INSTALLATION AND PROGRAMMING SERVICES
FOR KROHNE MAGNETIC METERS, LEVEL SENSORS AND RELATED PARTS
This Professional Services Agreement ("Agreement") is entered into and effective between CITY OF GLENDALE,
an Arizona municipal corporation ("City") and Industrial Automation Services, Inc., an Arizona corporation,
("Consultant") as of the day of , 20 ("Effective Date").
RECITALS
A. City intends to undertake a project for the benefit of the public and with public funds that is more fully set
forth in Exhibit A, Project (the "Project");
B. City desires to retain the professional services of Consultant to perform certain specific duties and produce
the specific work as set forth in the attached Exhibit B, Project Scope of Work ("Scope");
C. Consultant desires to provide City with professional services ("Services") consistent with best consulting or
architectural practices and the standards set forth in this Agreement, in order to complete the Project; and
D. City and Consultant desire to memorialize their agreement with this document.
AGREEMENT
The parties hereby agree as follows:
1. Key Personnel; Other Consultants and Subcontractors.
1.1 Professional Services. Consultant will provide all Services necessary to assure the Project is
completed timely and efficiently consistent within Project requirements, including, but not limited
to, working in close interaction and interfacing with City and its designated employees, and working
closely with others, including other consultants or contractors, retained by City.
1.2 Project Team.
a. Project Manager.
(1) Consultant will designate an employee as Project Manager with sufficient training,
knowledge, and experience to, in the City's opinion, complete the project and
handle all aspects of the Project such that the work produced by Consultant is
consistent with applicable standards as detailed in this Agreement; and
(2) The City must approve the designated Project Manager.
b. Project Team.
(1) The Project Manager and all other employees assigned to the Project by
Consultant will comprise the "Project Team."
(2) Project Manager will have responsibility for and will supervise all other employees
assigned to the Project by Consultant.
C. Discharge, Reassign, Replacement.
(1) Consultant acknowledges the Project Team is comprised of the same persons and
roles for each as may have been identified in Exhibit A.
(2) Consultant will not discharge, reassign, replace or diminish the responsibilities of
any of the employees assigned to the Project who have been approved by City
without City's prior written consent unless that person leaves the employment of
Consultant, in which event the substitute must first be approved in writing by City.
10.4.]6
(3) Consultant will change any of the members of the Project Team at the City's
request if an employee's performance does not equal or exceed the level of
competence that the City may reasonably expect of a person performing those
duties, or if the acts or omissions of that person are detrimental to the
development of the Project.
d. Subcontractors.
(1) Consultant may engage specific technical contractors (each a "Subcontractor") to
furnish certain service functions.
(2) Consultant will remain fully responsible for Subcontractor's services.
(3) Subcontractors must be approved by the City.
(4) Consultant will certify by letter that all contracts with Subcontractors have been
executed incorporating requirements and standards as set forth in this Agreement.
2. Schedule. The Services will be undertaken in a manner that ensures the Project is completed timely and
efficiently in accordance with the Project.
3. Consultant's Work.
3.1 Standard. Consultant must perform Services in accordance with the standards of due diligence,
care, and quality prevailing among consultants having substantial experience with the successful
furnishing of Services for projects that are equivalent in size, scope, quality, and other criteria under
the Project and identified in this Agreement.
3.2 Licensing. Consultant warrants that:
a. Consultant and its Subconsultants or Subcontractors will hold all appropriate and required
licenses, registrations and other approvals necessary for the lawful furnishing of Services
("Approvals"); and
b. Neither Consultant nor any Subconsultant or Subcontractor has been debarred or
otherwise legally excluded from contracting with any federal, state, or local governmental
entity ("Debarment").
(1) City is under no obligation to ascertain or confirm the existence or issuance of any
Approvals or Debarments, or to examine Consultant's contracting ability.
(2) Consultant must notify City immediately if any Approvals or Debarment changes
during the Agreement's duration. The failure of the Consultant to notify City as
required will constitute a material default under the Agreement.
3.3 Compliance.
a. Services will be furnished in compliance with applicable federal, state, county and local
statutes, rules, regulations, ordinances, building codes, life safety codes, and other
standards and criteria designated by City.
b. Consultant must not discriminate against any employee or applicant for employment on
the basis of race, color, religion, sex, national origin, age, marital status, sexual orientation,
gender identity or expression, genetic characteristics, familial status, U.S. military veteran
status or any disability. Consultant will require any Sub -contractor to be bound to the
same requirements as stated within this section. Consultant, and on behalf of any
subcontractors, warrants compliance with this section.
3.4 Coordination, Interaction.
a. For projects that the City believes requires the coordination of various professional
services, Consultant will work in close consultation with City to proactively interact with
10.4.16
any other professionals retained by City on the Project ("Coordinating Project
Professionals").
b. Consultant will meet to review the Project, Schedule and in -progress work with
Coordinating Project Professionals and City as often and for durations as City reasonably
considers necessary in order to ensure the timely work delivery and Project completion.
C. For projects not involving Coordinating Project Professionals, Consultant will proactively
interact with any other contractors when directed by City to obtain or disseminate timely
information for the proper execution of the Project.
3.5 Work Product.
a. Ownership. Upon receipt of payment for Services furnished, Consultant grants to City,
and will cause its Subconsultants or Subcontractors to grant to the City, the exclusive
ownership of and all copyrights, if any, to evaluations, reports, drawings, specifications,
project manuals, surveys, estimates, reviews, minutes, all "architectural work" as defined in
the United States Copyright Act, 17 U.S.0 § 101, et .req., and other intellectual work product
as may be applicable ("Work Product").
(1) This grant is effective whether the Work Product is on paper (e.g., a "hard copy"),
in electronic format, or in some other form.
(2) Consultant warrants, and agrees to indemnify, hold harmless and defend City for,
from and against any claim that any Work Product infringes on third -party
proprietary interests.
b. Delivery. Consultant will deliver to City copies of the preliminary and completed Work
Product promptly as they are prepared.
C. City Use.
(1) City may reuse the Work Product at its sole discretion.
(2) In the event the Work Product is used for another project without further
consultations with Consultant, the City agrees to indemnify and hold Consultant
harmless from any claim arising out of the Work Product.
(3) In such case, City will also remove any seal and title block from the Work Product.
4. Compensation for the Project.
4.1 Compensation. Consultant's compensation for the Project, including those furnished by its
Subconsultants or Subcontractors will not exceed $20,000 annually for a maximum amount of
$100,000 for the entire term of the agreement (initial term plus any renewals) as specifically detailed
in Exhibit D ("Compensation").
4.2 Change in Scope of Project. The Compensation may be equitably adjusted if the originally
contemplated Scope as outlined in the Project is significantly modified.
a. Adjustments to Compensation require a written amendment to this Agreement and may
require City Council approval.
b. Additional services which are outside the Scope of the Project contained in this Agreement
may not be performed by the Consultant without prior written authorization from the City.
C. Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in
the Exhibits and accompanying attachments, the provisions of this Agreement shall take
priority and govern the conduct of the parties.
4.3 Allowances. An "Allowance" may be identified in Exhibit D only for work that is required by the
Scope and the value of which cannot reasonably be quantified at the time of this Agreement.
10A.16
a. As stated in Sec. 4.1 above, the Compensation must incorporate all Allowance amounts
identified in Exhibit D and any unused allowance at the completion of the Project will
remain with City.
b. Consultant may not add any mark-up for work identified as an Allowance and which is to
be performed by a Subconsultant.
C. Consultant will not use any portion of an Allowance without prior written authorization
from the City.
d. Examples of Allowance items include, but are not limited to, subsurface pothole
investigations, survey, geotechnical investigations, public participation, radio path studies
and material testing.
4.4 Expenses. City will reimburse Consultant for certain out-of-pocket expenses necessarily incurred
by Consultant in connection with this Agreement, without mark-up (the "Reimbursable
Expenses"), including, but not limited to, document reproduction, materials for book preparation,
postage, courier and overnight delivery costs incurred with Federal Express or similar carriers,
travel and car mileage, subject to the following:
a. Mileage, airfare, lodging and other travel expenses will be reimbursable only to the extent
these would, if incurred, be reimbursed to City of Glendale personnel under its policies
and procedures for business travel expense reimbursement made available to Consultant
for review prior to the Agreement's execution, and which policies and procedures will be
furnished to Consultant;
b. The Reimbursable Expenses in this section are approved in advance by City in writing; and
C. The total of all Reimbursable Expenses paid to Consultant in connection with this
Agreement will not exceed the "not to exceed" amount identified for Reimbursable
Services in the Compensation.
5. Billings and Payment.
5.1 Applications.
a. Consultant will submit monthly invoices (each, a "Payment Application") to City's Project
Manager and City will remit payments based upon the Payment Application as stated
below.
b. The period covered by each Payment Application will be one calendar month ending on
the last day of the month.
5.2 Payment.
a. After a full and complete Payment Application is received, City will process and remit
payment within 30 days.
b. Payment may be subject to or conditioned upon City's receipt of:
(1) Completed work generated by Consultant and its Subconsultants and
Subcontractors; and
(2) Unconditional waivers and releases on final payment from all Subconsultants and
Subcontractors as City may reasonably request to assure the Project will be free of
claims arising from required performances under this Agreement.
5.3 Review and Withholdin,r. City's Project Manager will timely review and certify Payment
Applications.
a. If the Payment Application is rejected, the Project Manager will issue a written listing of
the items not approved for payment.
10.4.1 G
b. City may withhold an amount sufficient to pay expenses that City reasonably expects to
incur in correcting the deficiency or deficiencies rejected for payment.
6. Termination.
6.1 For Convenience. City may terminate this Agreement for convenience, without cause, by
delivering a written termination notice stating the effective termination date, which may not be less
than 15 days following the date of delivery.
a. Consultant will be equitably compensated for Services furnished prior to receipt of the
termination notice and for reasonable costs incurred.
b. Consultant will also be similarly compensated for any approved effort expended, and
approved costs incurred, that are directly associated with Project closeout and delivery of
the required items to the City.
6.2 For Cause. City may terminate this Agreement for cause if Consultant fails to cure any breach of
this Agreement within seven days after receipt of written notice specifying the breach.
a. Consultant will not be entitled to further payment until after City has determined its
damages. If City's damages resulting from the breach, as determined by City, are less than
the equitable amount due but not paid Consultant for Services furnished, City will pay the
amount due to Consultant, less City's damages, in accordance with the provision of Sec. 5.
b. If City's direct damages exceed amounts otherwise due to Consultant, Consultant must pay
the difference to City immediately upon demand; however, Consultant will not be subject
to consequential damages more than $1,000,000 or the amount of this Agreement,
whichever is greater.
7. Conflict. Consultant acknowledges this Agreement is subject to A.R.S. � 38-511, which allows for
cancellation of this Agreement in the event any person who is significantly involved in initiating,
negotiating, securing, drafting, or creating the Agreement on City's behalf is also an employee, agent, or
consultant of any other party to this Agreement.
8. Insurance. For the duration of the term of this Agreement, Consultant shall procure and maintain
insurance against claims for injuries to persons or damages to property which may arise from or in
connection with the performance of all tasks or work necessary to complete the Project as herein defined.
Such insurance shall cover Consultant, its agent(s), representative(s), employee(s) and any subcontractors.
8.1 Minimum Scope and Limit of Insurance. Coverage must be at least as broad as:
a. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01,
including products and completed operations, with limits of no less than $1,000,000 per
occurrence for bodily injury, personal injury, and property damage. If a general aggregate
limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
b. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1
(any auto), with limits no less than $1,000,000 per accident for bodily injury and property
damage.
C. Professional Liability. Consultant must maintain a Professional Liability insurance
covering errors and omissions arising out of the work or services performed by Consultant,
or anyone employed by Consultant, or anyone for whose acts, mistakes, errors and
omissions Consultant is legally liability, with a liability insurance limit of $1,000,000 for
each claim and a $1,000,000 annual aggregate limit.
d. Worker's Compensation: Insurance as required by the State of Arizona, with Statutory
Limits, and Employers' Liability insurance with a limit of no less than $1,000,000 per
accident for bodily injury or disease.
10.4.16
8.2 Indemnification.
a. To the fullest extent permitted by law, Consultant must defend, indemnify, and hold
harmless City and its elected officials, officers, employees and agents (each, an
"Indemnified Party," collectively, the "Indemnified Parties") for, from, and against any and
all claims, demands, actions, damages, judgments, settlements, personal injury (including
sickness, disease, death, and bodily harm), property damage (including loss of use),
infringement, governmental action and all other losses and expenses, including attorneys'
fees and litigation expenses (each, a "Demand or Expense" collectively "Demands or
Expenses") asserted by a third -party (i.e. a person or entity other than City or Consultant)
and that arises out of or results from the breach of this Agreement by the Consultant or
the Consultant's negligent actions, errors or omissions (including any Subconsultant or
Subcontractor or other person or firm employed by Consultant), whether sustained before
or after completion of the Project.
b. This indemnity and hold harmless provision applies even if a Demand or Expense is in
part due to the Indemnified Party's negligence or breach of a responsibility under this
Agreement, but in that event, Consultant will be liable only to the extent the Demand or
Expense results from the negligence or breach of a responsibility of Consultant or of any
person or entity for whom Consultant is responsible.
C. Consultant is not required to indemnify any Indemnified Parties for, from, or against any
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault
solely attributable to the Indemnified Party.
8.3 Other Insurance Provisions. The insurance policies required by the Section above must contain,
or be endorsed to contain the following insurance provisions:
a. The City, its officers, officials, employees and volunteers are to be covered as
additional insureds of the CGL and automobile policies for any liability arising from or
in connection with the performance of all tasks or work necessary to complete the Project
as herein defined. Such liability may arise, but is not limited to, liability for materials, parts
or equipment furnished in connection with any tasks, or work performed by Consultant or
on its behalf and for liability arising from automobiles owned, leased, hired or borrowed
on behalf of the Consultant. General liability coverage can be provided in the form of an
endorsement to the Consultant's existing insurance policies, provided such endorsement is
at least as broad as ISO Form CG 20 10, 1185 or both CG 20 10 and CG 23 37, if later
revisions are used.
b. For any claims related to this Project, the Consultant's insurance coverage shall be
primary insurance with respect to the City, its officers, officials, employees, and
volunteers. Any insurance or self-insurance maintained by the City, its officers, officials,
employees or volunteers shall be in excess of the Consultant's insurance and shall not
contribute with it.
C. Each insurance policy required by this Section shall provide that coverage shall not be
canceled, except after providing notice to the City.
8.4 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of
no less than A: VII, unless the Consultant has obtained prior approval from the City stating that a
non -conforming insurer is acceptable to the City.
8.5 Waiver of Subrogation. Consultant hereby agrees to waive its rights of subrogation which
any insurer may acquire from Consultant by virtue of the payment of any loss. Consultant agrees
to obtain any endorsement that may be necessary to effect this waiver of subrogation. The
Workers' Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City
for all work performed by the Consultant, its employees, agent(s) and subcontractor(s).
10.4.16
8.6 Verification of Coverage. Within 15 days of the Effective Date of this Agreement, Consultant shall
furnish the City with original certificates and amendatory endorsements, or copies of any applicable
insurance language making the coverage required by this Agreement effective. All certificates and
endorsements must be received and approved by the City before work commences. Failure to
obtain, submit or secure the City's approval of the required insurance policies, certificates or
endorsements prior to the City's agreement that work may commence shall not waive the
Consultant's obligations to obtain and verify insurance coverage as otherwise provided in this
Section. The City reserves the right to require complete, certified copies of all required insurance
policies, including any endorsements or amendments, required by this Agreement at any time
during the Term stated herein.
Consultant's failure to obtain, submit or secure the City's approval of the required insurance
policies, certificates or endorsements shall not be considered a Force Majeure or defense for any
failure by the Consultant to comply with the terms and conditions of the Agreement, including any
schedule for performance or completion of the Project.
8.7 Subcontractors. Consultant shall require and shall verify that all subcontractors maintain insurance
meeting all requirements of this Agreement.
8.8 Special Risk or Circumstances. The City reserves the right to modify these insurance requirements,
including any limits of coverage, based on the nature of the risk, prior experience, insurer, coverage
or other circumstances unique to the Consultant, the Project or the insurer.
E -verify, Records and Audits. To the extent applicable under A.R.S. � 41-4401, the Consultant warrant
their compliance and that of its subconsultants with all federal immigration laws and regulations that relate
to their employees and compliance with the E -verify requirements under A.R.S. § 23-214(A). The
Consultant or subconsultant's breach of this warranty shall be deemed a material breach of the Agreement
and may result in the termination of the Agreement by the City under the terms of this Agreement. The City
retains the legal right to randomly inspect the papers and records of the other party to ensure that the other
party is complying with the above-mentioned warranty. The Consultant and subconsultant warrant to keep
their respective papers and records open for random inspection during normal business hours by the other
party. The parties shall cooperate with the City's random inspections, including granting the inspecting party
entry rights onto their respective properties to perform the random inspections and waiving their respective
rights to keep such papers and records confidential.
10. No Boycott of Israel. The Parties agree that they are not currently engaged in, and agree that for the
duration of the Agreement they will not engage in, a boycott of Israel, as that term is defined in A.R.S. §35-
393.
11. Attestation of PCI Compliance. When applicable, the Contractor will provide the City annually with a
PCI -DSS attestation of compliance certificate signed by an officer of Contractor with oversight
responsibility.
12. Notices.
12.1 A notice, request or other communication that is required or permitted under this Agreement (each
a "Notice") will be effective only if:
a. The Notice is in writing; and
b. Delivered in person or by overnight courier service (delivery charges prepaid), certified or
registered mail (return receipt requested).
C. Notice will be deemed to have been delivered to the person to whom it is addressed as of
f(1)the date of receipt, if -
(1)
Received on a business day before 5:00 p.m. at the address for Notices identified
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight courier
service; or
(2) As of the next business day after receipt, if received after 5:00 p.m.
10.4.16
W
14.
d. The burden of proof of the place and time of delivery is upon the Party giving the Notice.
e. Digitalized signatures and copies of signatures will have the same effect as original
signatures.
12.2 Representatives.
a. Consultant. Consultant's representative (the "Consultant's Representative") authorized to
act on Consultant's behalf with respect to the Project, and his or her address for Notice
delivery is:
Industrial Automation Services, Inc.
550 S Ellis Street
Chandler, AZ 85224
b. City. City's representative ("City's Representative") authorized to act on City's behalf, and
his or her address for Notice delivery is:
City of Glendale
c/o Anthony Weathersby
7070 W Northern Ave
Glendale, Arizona 85301
With required coav to:
City Manager
City of Glendale
5850 West Glendale Avenue
Glendale, Arizona 85301
City Attorney
City of Glendale
5850 West Glendale Avenue
Glendale, Arizona 85301
C. Concurrent Notices.
(1) All notices to City's representative must be given concurrently to City Manager
and City Attorney.
(2) A notice will not be deemed to have been received by City's representative until
the time that it has also been received by the City Manager and the City Attorney.
(3) City may appoint one or more designees for the purpose of receiving notice by
delivery of a written notice to Consultant identifying the designee(s) and their
respective addresses for notices.
d. Changes. Consultant or City may change its representative or information on Notice, by
giving Notice of the change in accordance with this section at least ten days prior to the
change.
Financing Assignment. City may assign this Agreement to any City -affiliated entity, including a non-
profit corporation or other entity whose primary purpose is to own or manage the Project.
Entire Agreement; Survival; Counterparts; Signatures.
14.1 Integration. This Agreement contains, except as stated below, the entire agreement between City
and Consultant and supersedes all prior conversations and negotiations between the parties
regarding the Project or this Agreement.
a. Neither Party has made any representations, warranties or agreements as to any matters
concerning the Agreement's subject matter.
b. Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the parties.
C. Inconsistencies between the solicitation, any addenda attached to the solicitation, the
response or any excerpts attached as Exhibit A, and this Agreement, will be resolved by
the terms and conditions stated in this Agreement.
10.4.16
14.2 lnterpreta kion.
a. The parties fairly negotiated the Agreement's provisions to the extent they believed
necessary and with the legal representation they deemed appropriate.
b. The parties are of equal bargaining position and this Agreement must be construed equally
between the parties without consideration of which of the parries may have drafted this
Agreement.
C. The Agreement will be interpreted in accordance with the laws of the State of Arizona.
14.3 Survival. Except as specifically provided otherwise in this Agreement, each warranty,
representation, indemnification and hold harmless provision, insurance requirement, and every
other right, remedy and responsibility of a Party, will survive completion of the Project, or the
earlier termination of this Agreement.
14.4 Amendment. No amendment to this Agreement will be binding unless in writing and executed by
the parties. Electronic signature blocks do not constitute execution for purposes of this Agreement.
Any amendment may be subject to City Council approval.
14.5 Remedies. All rights and remedies provided in this Agreement are cumulative and the exercise of
any one or more right or remedy will not affect any other rights or remedies under this Agreement
or applicable law.
14.6 Severability. If any provision of this Agreement is voided or found unenforceable, that
determination will not affect the validity of the other provisions, and the voided or unenforceable
provision will be reformed to conform with applicable law.
14.7 Counterparts. This Agreement may be executed in counterparts, and all counterparts will together
comprise one instrument.
15. Term. The term of this Agreement commences upon the Effective Date and continues for a one (1) year
initial period. The City may, at its option and with the approval of the Consultant, extend the term of this
Agreement an additional four (4) years, renewable on an annual basis. Consultant will be notified in writing
by the City of its intent to extend the Agreement period at least thirty (30) calendar days prior to the
expiration of the original or any renewal Agreement period. Price adjustments will only be reviewed during
the Agreement renewal period and will be a determining factor for any renewal. There are no automatic
renewals of this Agreement.
16. Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered according to the American Arbitration Association's
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.
17. Exhibits. The following exhibits, with reference to the term in which they are first referenced, are
incorporated by this reference.
Exhibit A Project
Exhibit B Scope of Work
Exhibit C Schedule
Exhibit D Compensation
(Signatures appear on the following page.)
10.4.16
The parties enter into this Agreement effective as of the date shown above.
City of Glendale,
an Arizona municipal corporation
By: Kevin R. Phelps
Its: City Manager
ATTEST:
Julie K. Bower (SEAL)
City Clerk
APPROVED AS TO FORM:
Michael D. Bailey
City Attorney
Industrial Automation Services, Inc.,
an Arizona c oration
By:
Its:
10
EXHIBIT A
Professional Services Agreement
PROJECT
Industrial Automation Services, Inc. is the sole source provider of KROHNE, Inc. magnetic meters, level sensors,
parts and installation/programming services. See attached sole source letter.
Industrial Automation Services
550 S. Ellis St.
Chandler, AZ 85224
Hello,
Industrial Automation Services is the exclusive KROHNE representative for the State of Arizona. All
quotes and inquiries for the State of Arizona are the exclusive responsibility of Industrial
Automation Services.
Marc McCaige
KROHNE, Inc.
Inside Sales Manager
978-535-6060 ext. 1117
m.mccaige@krohne.com
1/1
l WHNE, Inc. • t Dmvtam Rasa • P*abody M.% Q1W • T. SOD-Fw UG (4ra-ss1�M In wal • F: 978-W&1M • E: U fb@KPDNKE.com • W.V WWX O NE.=m
EXHIBIT B
Professional Services Agreement
SCOPE OF WORK
Industrial Automation Services, Inc. will provide KROHNE, Inc. parts, installation and programming services of
KROHNE instrumentation controls.
EXHIBIT C
Professional Services Agreement
SCHEDULE
Not applicable. Products are requested on an as -needed basis.
�-- X�; b 'iA- U
INDUSTRIAL AUTOMATION SERVICES
SERVICE RATES
Scheduled Contract Services - $150.00 per hour + mileage and expenses.
Emergency Service - $175.00 per hour + expenses (minimum 4 hours)
Travel Time — Travel charges are based on hourly rates
Mileage — Billed at current IRS standards ($0.75 per mile)
Expenses — Reasonable expenses including: meals, hotel, miscellaneous
materials.
Parts — Based on manufacturers published List Prices
Overtime — Charged at 1.5X of hourly rate
Weekend — Charged at 2X hourly rate
Holidays — Charged at 3X hourly rate
Site Specific Training — Charged at hourly rate
*Larger projects with multiple tasks might require more than one technician
to complete the project in a timely manner. These projects will be charged
per each individual technicians man hours (i.e. two technicians for
scheduled service will be billed at $300.00 per hour)
All service work is predicated on customer providing a safe
work environment.
All labor is warranted by Industrial Automation Services. Warranty on parts
and equipment is based on manufacturers published warranty.
Prices effective September 2015 and are subject to change.
"Problem Solvers Delivering Solutions"
550S. Ellis St. I Suite 1 I Chandler, AZ 85224 I PH: 480.413.0899 1 FX: 480.413.0960 1 www.iasaz.com