HomeMy WebLinkAbout09 - PSA for SCADA System ServicesQ �EwPpRT
CITY OF
s NEWPORT BEACH
`q44:09 City Council Staff Report
January 28, 2025
Agenda Item No. 9
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Mark Vukojevic, Utilities Director - 949-644-3011,
mvukojevic@newportbeachca.gov
PREPARED BY: Joshua Rosenbaum, Senior Management Analyst - 949-644-3011
josenbaum@newportbeachca.gov
TITLE: Approval of an On -Call Professional Services Agreement with
Partners in Control, Inc. for SCADA System Services
ABSTRACT:
The Utilities Department utilizes a Supervisory Control and Data Acquisition system
(SCADA) to control and monitor the City of Newport Beach's water, wastewater and storm
drain systems. SCADA is the Utilities Department's information technology system
comprised of software and hardware elements. Following a Request for Proposals
selection and evaluation process, staff recommends the approval of a five-year,
agreement with Partners in Control, Inc., dba Enterprise Automation for on -call as -needed
SCADA services.
RECOMMENDATIONS:
a) Determine this action is exempt from the California Environmental Quality Act (CEQA)
pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because
this action will not result in a physical change to the environment, directly or indirectly;
and
b) Approve an On -Call Professional Services Agreement with Partners in Control, Inc.,
dba Enterprise Automation to provide SCADA System Services for a five-year term
and a total contract compensation amount of $1 million, and authorize the Mayor and
City Clerk to execute the Agreement.
DISCUSSION:
The Utilities Department utilizes a Supervisory Control and Data Acquisition (SCADA)
software, hardware and communication system to control and monitor the City's water,
wastewater and storm drain systems. SCADA is critical to the department's mission and
serves as its Information Technology (IT) System. SCADA controls, monitors, gathers
and processes real-time data at stations or remote locations. SCADA is also fully
coordinated with the City's IT Department. A similar example of SCADA is the City's
Traffic Management Center and traffic signal controllers.
The Utilities Department uses a combination of City Utilities Department staff,
IT Department staff, consultants, contractors and suppliers to operate, maintain and
continuously update and upgrade the SCADA system. Utilities' electricians run and
manage the day-to-day operations of the system.
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Approval of an On -Call Professional Services Agreement with
Partners in Control, Inc. for SCADA System Services
January 28, 2025
Page 2
Outside support services, like Partners in Control, are utilized for major upgrades and
repairs, audit/evaluations, trouble shooting, and for immediate needs. Similar to most
computer -related technologies, the SCADA system components and software require
regular replacement and upgrades.
The consultant will provide as -needed programming and engineering services,
emergency response, and electrical instrumentation troubleshooting. The scope of work
also includes as -needed system assessments and analysis, an updated audit, updated
mapping and blueprinting of the system, and updated cyber, physical and organizational
security reviews.
The department's current service provider agreement was set to expire in early 2025,
prompting Utilities staff to initiate a Request for Proposals solicitation process. Three
proposals were received, and an evaluation panel composed of Utilities staff members
reviewed and graded the proposals. The review was based on technical qualifications,
experience, and the proposer's ability to perform and deploy services, which accounted
for 70 percent of the evaluation criteria. The remaining 30 percent was based on cost,
including a comparison of hourly rates for completing a sample work project.
The proposals ranked as follows:
SCADA SYSTEM SERVICES RFP EVALUATION SCORES AND RANKINGS
TECHNICAL
COST
TOTAL
OVERALL
PROPOSER
SCORE-
SCORE-
SCORE-
RANK
MAX 70
MAX 30
MAX 100
Partners in Control, Inc.,
63.67
29.17
92.84
1
Freedom Automation
49.00
30.00
79.00
2
Winlad Electrical Controls
51.33
23.22
74.55
3
Upon completing the evaluation scoring, Partners in Control ranked highest among the
proposals, particularly for its technical qualifications. Both Partners in Control and
Freedom Automation proposed nearly identical costs for a sample work project based on
estimated hours required for each job title.
Partners in Control has been the incumbent consultant for the past five years, consistently
delivering excellent SCADA system services for the Utilities Department. In addition, its
assigned staff have demonstrated the ability to respond promptly to the City's needs
outside of normal working hours. The Utilities Department recommends the approval of
an on -call, Professional Services Agreement with Partners in Control for a five-year
contract term, with a total not -to -exceed amount of $1 million. The Utilities Department
will continue to monitor the contractor's performance on a routine basis.
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Approval of an On -Call Professional Services Agreement with
Partners in Control, Inc. for SCADA System Services
January 28, 2025
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FISCAL IMPACT:
The adopted budget includes sufficient funding for SCADA System services utilizing
budget program accounts in both the Water (7019052-811057 — SCADA) and
Wastewater (7119061-811057 — SCADA) enterprise funds, respectively.
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this action is not subject to the California
Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not
result in a direct or reasonably foreseeable indirect physical change in the environment)
and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA
Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no
potential for resulting in physical change to the environment, directly or indirectly.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
ATTACHMENT:
Attachment A — On -Call Professional Services Agreement
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ATTACHMENT A
ON -CALL PROFESSIONAL SERVICES AGREEMENT
WITH PARTNERS IN CONTROL, INC. DBA ENTERPRISE AUTOMATION FOR
SUPERVISORY CONTROL AND DATA ACQUISITION (SCADA)
SYSTEM SERVICES
THIS ON -CALL PROFESSIONAL SERVICES AGREEMENT ("Agreement") is
made and entered into as of this 28th day of January, 2025 ("Effective Date"), by and
between the CITY OF NEWPORT BEACH, a California municipal corporation and charter
city ("City"), and PARTNERS IN CONTROL, INC. doing business as ("DBA")
ENTERPRISE AUTOMATION, a California corporation ("Consultant"), whose address is
9050 Irvine Center Drive, Suite 200, Irvine, CA 92618, and is made with reference to the
following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to On -Call Supervisory Control and Data
Acquisition (SCADA) System Services ("Project").
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on December 31, 2030, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
2.1 Consultant shall perform the on -call services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). Upon written request from the Project Administrator as defined herein,
Consultant shall provide a letter proposal for Services requested by the City (hereinafter
referred to as the "Letter Proposal"). The Letter Proposal shall include the following:
2.1.1 A detailed description of the Services to be provided;
2.1.2 The position of each person to be assigned to perform the Services,
and the name of the individuals to be assigned, if available;
and
2.1.3 The estimated number of hours and cost to complete the Services;
2.1.4 The time needed to finish the specific project.
2.2 No Services shall be provided until the Project Administrator has provided
written acceptance of the Letter Proposal. Once authorized to proceed, Consultant shall
diligently perform the duties in the approved Letter Proposal.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this Agreement
and Consultant shall perform the Services in accordance with the schedule included in
Exhibit A and the Letter Proposal. In the absence of a specific schedule, the Services
shall be performed to completion in a diligent and timely manner. The failure by
Consultant to strictly adhere to the schedule set forth in Exhibit A and the Letter Proposal,
if any, or perform the Services in a diligent and timely manner may result in termination
of this Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Letter Proposal
and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein
by reference. Consultant's compensation for all Work performed in accordance with this
Agreement, including all reimbursable items and subconsultant fees, shall not exceed
One Million Dollars and 00/100 ($1,000,000.00), without priorwritten authorization from
City. No billing rate changes shall be made during the term of this Agreement without the
prior written approval of City.
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4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and/or the specific
task in the Scope of Services to which it relates, the date the Services were performed,
the number of hours spent on all Work billed on an hourly basis, and a description of any
reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar
days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses specifically
identified in Exhibit B to this Agreement and the Letter Proposal or specifically approved
in writing in advance by City.
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the Project,
but which is not included within the Scope of Services and which the parties did not
reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B and the Letter Proposal.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Paul Rahmanian to be its
Project Manager. Consultant shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Consultant warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project Manager
and any other assigned staff shall be equipped with a cellular phone to communicate with
City staff. The Project Manager's cellular phone number shall be provided to City.
6. ADMINISTRATION
This Agreement will be administered by the Utilities Department. City's Utilities
Manager or designee shall be the Project Administrator and shall have the authority to
act for City under this Agreement. The Project Administrator shall represent City in all
matters pertaining to the Services to be rendered pursuant to this Agreement.
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7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all existing
relevant information on file at City. City will provide all such materials in a timely manner
so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional standards
and with the ordinary degree of skill and care that would be used by other reasonably
competent practitioners of the same discipline under similar circumstances. All Services
shall be performed by qualified and experienced personnel who are not employed by City.
By delivery of completed Work, Consultant certifies that the Work conforms to the
requirements of this Agreement, all applicable federal, state and local laws, and legally
recognized professional standards.
8.2 Consultant represents and warrants to City that it has, shall obtain, and shall
keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers and employees (collectively, the "Indemnified Parties") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorneys' fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate
(directly or indirectly) to any breach of the terms and conditions of this Agreement, any
Work performed or Services provided under this Agreement including, without limitation,
defects in workmanship or materials or Consultant's presence or activities conducted on
the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions
of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants,
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subcontractors, anyone employed directly or indirectly by any of them or for whose acts
they may be liable, or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising from the sole
negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall
be construed as authorizing any award of attorneys' fees in any action on or to enforce
the terms of this Agreement. This indemnity shall apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by Consultant.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No civil
service status or other right of employment shall accrue to Consultant or its employees.
Nothing in this Agreement shall be deemed to constitute approval for Consultant or any
of Consultant's employees or agents, to be the agents or employees of City. Consultant
shall have the responsibility for and control over the means of performing the Work,
provided that Consultant is in compliance with the terms of this Agreement. Anything in
this Agreement that may appear to give City the right to direct Consultant as to the details
of the performance of the Work or to exercise a measure of control over Consultant shall
mean only that Consultant shall follow the desires of City with respect to the results of the
Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in order
to ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
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14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the term
of this Agreement or for other periods as specified in this Agreement, policies of insurance
of the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall be
construed as an assignment: The sale, assignment, transfer or other disposition of any
of the issued and outstanding capital stock of Consultant, or of the interest of any general
partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or
joint -venture or syndicate or co -tenancy, which shall result in changing the control of
Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five
percent (25%) or more of the assets of the corporation, partnership or joint -venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A and the Letter Proposal. Consultant shall be fully responsible to
City for all acts and omissions of any subcontractor. Nothing in this Agreement shall
create any contractual relationship between City and any subcontractor nor shall it create
any obligation on the part of City to pay or to see to the payment of any monies due to
any such subcontractor other than as otherwise required by law. City is an intended
beneficiary of any Work performed by the subcontractor for purposes of establishing a
duty of care between the subcontractor and City. Except as specifically authorized herein,
the Services to be provided under this Agreement shall not be otherwise assigned,
transferred, contracted or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other writing
produced, including but not limited to, websites, blogs, social media accounts and
applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant,
its officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole right
to use such materials in its discretion without further compensation to Consultant or any
other party. Additionally, all material posted in cyberspace by Consultant, its officers,
employees, agents and subcontractors, in the course of implementing this Agreement,
shall become the exclusive property of City, and City shall have the sole right to use such
materials in its discretion without further compensation to Consultant or any other party.
Consultant shall, at Consultant's expense, provide such Documents, including all logins
and password information to City upon prior written request.
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17.2 Documents, including drawings and specifications, prepared by Consultant
pursuant to this Agreement are not intended or represented to be suitable for reuse by
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from
Consultant will be at City's sole risk and without liability to Consultant. Further, any and
all liability arising out of changes made to Consultant's deliverables under this Agreement
by City or persons other than Consultant is waived against Consultant, and City assumes
full responsibility for such changes unless City has given Consultant prior notice and has
received from Consultant written consent for such changes.
17.3 All written documents shall be transmitted to City in formats compatible with
Microsoft Office and/or viewable with Adobe Acrobat.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept confidential
unless City expressly authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including costs,
contained in Consultant's Documents provided under this Agreement.
20. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3) years,
or for any longer period required by law, from the date of final payment to Consultant
under this Agreement. All such records and invoices shall be clearly identifiable.
Consultant shall allow a representative of City to examine, audit and make transcripts or
copies of such records and invoices during regular business hours. Consultant shall allow
inspection of all Work, data, Documents, proceedings and activities related to the
Agreement for a period of three (3) years from the date of final payment to Consultant
under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall not
discontinue Work as a result of such withholding. Consultant shall have an immediate
right to appeal to the City Manager or designee with respect to such disputed sums.
Consultant shall be entitled to receive interest on any withheld sums at the rate of return
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that City earned on its investments during the time period, from the date of withholding of
any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Consultant,
the additional design, construction and/or restoration expense shall be borne by
Consultant. Nothing in this Section is intended to limit City's rights under the law or any
other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
24. CONFLICTS OF INTEREST
24.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et
seq., which (1) require such persons to disclose any financial interest that may
foreseeably be materially affected by the Work performed under this Agreement, and (2)
prohibit such persons from making, or participating in making, decisions that will
foreseeably financially affect such interest.
24.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant
shall conform to all requirements therein. Failure to do so constitutes a material breach
and is grounds for immediate termination of this Agreement by City. Consultant shall
indemnify and hold harmless City for any and all claims for damages resulting from
Consultant's violation of this Section.
25. NOTICES
25.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Utilities Manager
Utilities Department
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
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25.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Paul Rahmanian
Enterprise Automation
9050 Irvine Center Drive, Suite 200
Irvine, CA 92618
26. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in writing,
all claims for compensation under or arising out of this Agreement. Consultant's
acceptance of the final payment shall constitute a waiver of all claims for compensation
under or arising out of this Agreement except those previously made in writing and
identified by Consultant in writing as unsettled at the time of its final request for payment.
Consultant and City expressly agree that in addition to any claims filing requirements set
forth in the Agreement, Consultant shall be required to file any claim Consultant may have
against City in strict conformance with the Government Claims Act (Government Code
sections 900 et seq.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the provisions
of this Agreement at the time and in the manner required, that party shall be deemed in
default in the performance of this Agreement. If such default is not cured within a period
of two (2) calendar days, or if more than two (2) calendar days are reasonably required
to cure the default and the defaulting party fails to give adequate assurance of due
performance within two (2) calendar days after receipt of written notice of default,
specifying the nature of such default and the steps necessary to cure such default, and
thereafter diligently take steps to cure the default, the non -defaulting party may terminate
the Agreement forthwith by giving to the defaulting party written notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for which
Consultant has not been previously paid. On the effective date of termination, Consultant
shall deliver to City all reports, Documents and other information developed or
accumulated in the performance of this Agreement, whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Recitals. City and Consultant acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
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28.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject
to approval of the Project Administrator and City.
28.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
28.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
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28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
29. TERMINATION OF PRIOR AGREEMENT
As of the effective date of this Agreement, the Prior Agreement between the
Parties dated November 19tt', 2024, and any subsequent amendments are hereby
terminated.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY AT�TO�RNEY'S OFFICE
Date:
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By: �\ A 10 ' � ,� -(;" By:
Aar n C. Harp b tia Joe Stapleton
City Attorney �ti`�c Mayor
ATTEST:
Date:
M
Leilani I. Brown
City Clerk
CONSULTANT: PARTNERS IN
CONTROL, INC. doing business as
("DBA") ENTERPRISE AUTOMATION,
a California corporation
Date:
By:
Josh Riley
Chief Executive Officer
Date:
Bw
Preston Hopson
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B. — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Partners in Control, Inc. dba Enterprise Automation Page 12
9-15
EXHIBIT
SCOPE OF SERVICES
Partners in Control, Inc. dba Enterprise Automation Page A-1 9-16
SCOPE OF SERVICES
Objective:
Consultant shall provide the following services to the City, under the direction of the Utilities
Department, which shall identify specific tasks, deliverables, and deadlines on an as -needed
basis.
Minimum Qualifications:
• Active Supervisory Control And Data Acquisition (SCAD) Process control company for
15 or more years.
• Have existing contracts of a similar size and scope
• Multiple staff that can work on each desired area - System integration, HMI
programming, PLC programming, RTU programming, Panel View programming,
hardware installation, communications system troubleshooting.
• Experience working with hardware and software associated with potable water booster
stations, well sites, reservoirs, disinfection systems (Aqueous Ammonia, Sodium
Hypochlorite, monochloramines and free chlorine)
• Experience working with hardware and software associated with Wastewater lift stations.
• Contractor is to assign staff that maintain or can attain the following Certifications
throughout the contract term.
o Wonderware Certified Developer (Application server, Historian, intouch, system
platform)
o Rockwell Automation System Integrator
o Emerson (Bristol Babcock) - Highly desirable
o CSIA
• Comply with the City's insurance requirements outlined in Exhibit C throughout the
contract term.
Description:
The City owns and operates 4 potable water wells, 3 reservoirs, 5 booster pump stations, 2
reclaimed water booster stations, 21 wastewater lift stations, 41 pressure reducing stations and
storm drain facilities. Contactor shall have the experienced, qualified and certified (where
necessary) personnel to work on the City's current SCADA systems and all of its components
(software and hardware), provide recommendations, implement the necessary changes/upgrades
and provide emergency support.
Contractor shall be able to provide as -needed programming and engineering services, 24-hour
7-days a week emergency response and electrical instrumentation troubleshooting relating to
managing and maintaining the water, wastewater and storm drain SCADA systems.
A. The Scope of Services include, but are not limited to, the following:
1. Programmable Logic Controller (PLC), Remote Terminal Unit (RTU) and Human
Machine Interface (HMI) programming and design.
2. Recommend and implement software and hardware changes and/or updates.
9-17
SCOPE OF SERVICES
3. Troubleshoot, repair, and improve electrical control systems, instrumentation equipment,
communication problems, and software to ensure system functionality.
4. Design assistance and recommendations for current and future SCADA/electrical
projects.
5. Security updates and audits as needed or requested.
6. SCADA system functionality upgrades.
7. Read, decipher, and design plans for current equipment and new projects in both
Hardware and Software.
8. Create new or modify existing HMI screens.
9. Guidance and recommendations with software and hardware upgrades.
10. Assist in creating a written PLC and SCADA programming standard to be used as a City
standard for all future projects and when redesigning existing system. (More information
below)
11. Full system assessment. (See Section B for more detailed information below.)
12. Perform general preventive maintenance at remote sites as requested.
13. New project integration.
14. Reprogram existing remote sites, or add new remote sites using City SCADA Standard
as required.
15. Communications and network support, repair and installation.
16. Provide training for City staff on any new software, equipment, or changes to the SCADA
system.
17. Panel replacements, upgrades, re -builds and installation
18. Other SCADA related tasks requested by the City.
B. Full System Assessment (as needed, including, but not limited to):
1. Investigate wiring at sites and provide plans and wiring diagrams as requested.
2. Create 1/0 lists for all PLC and RTUs
3. Backup all software and currently active SCADA and PLC programs.
4. Create a block diagram of the SCADA System.
5. Asset inventory spreadsheet and maintenance plan for all sites.
6. Investigate PLC, RTU, and SCADA programming to create a written recommendation of
needed improvement.
7. Full communications system testing and assessment for all remote sites with a written
recommendation of needed improvements.
8. Technical report including executive summary, findings and observations, and relevant
recommendations for key areas of improvement
C. SCADA and PLC Programming standard:
1. Update the City's programming standard based on industry standards and best
practices. This standard will be followed for all work done on the City's system.
2. Provide all documentation for standard so staff can follow, maintain, and enforce
standard on current and future projects
3. Create base templates for future use and demonstration
The City's SCADA system includes, but is not limited to the following Equipment (Hardware &
Software):
SCOPE OF SERVICES
Hardware
Hardware services will include troubleshooting, inspections, evaluations, modifications, and
installation of electrical panels and components. Hardware includes but is not limited to the
following list of items:
• Controllers with digital and analog inputs (Allen Bradly PLC's, Bristol Babcock RTU's)
• Network/Communications (Xeta Wave, DSU units, cell modems, switches, routers, fiber
optic lines, high speed network lines, -, 900 MHZ and 400 MHZ communications,
antennas [yagi, omni, parabolic, microwave, point to point] radio towers.)
• Power control and monitoring (VFD's, soft starts, motor savers, UPS's, circuit breakers,
transfer switches, power supplies, batteries, etc.)
• Monitoring and instrumentation equipment (pressure transducers, level transducers, float
switches, Panel View, intrusion detection, , flow monitors, gas monitors, control circuits,
4-20 loops, telemetry circuits,)
• Air quality/control (fans, blowers, filters, thermostats)
• Pumps and motors (from 1/2HP up to 450HP motors, RTD's, chemical feed pumps,
chemical injection pumps, sump pumps, motorized valves)
• Misc. electrical (lights, switches, outlets, relays, timers, fuses, wiring)
Software — Any programming work must be unlocked/unprotected code that the City or future
contractors can use, modify, copy, or reuse for current or future City projects (Word, Excel or
Visio formats at City discretion). Software includes but is not limited to the following list of items:
• Allen Bradley (RSlogix 5000, RSlogix 500, Factory talk, Kepserver, RSview)
• Bristol Babcock (Control Wave Designer, Local View, Net View, OPC server, Top server)
• Wonderware (Application server 2014R2 and newer, System Platform, Intouch
Anywhere, Window maker, GR platform, Historian, Development Studio.)
• Communication (Xeta wave radio, virtualized servers, VPN, firewalls, managed
switches, modems)
• Alarms (Topview)
• User interface (Panel View)
9-19
EXHIBIT B
SCHEDULE OF BILLING RATES
Partners in Control, Inc. dba Enterprise Automation Page B-1 9-20
EXHIBIT B
SCHEDULE OF BILLING RATES
AFTER
REGULAR
MINIMUM
HOURS
MINIMUM
JOB CLASSIFICATION
HOURLY
HOURLY RATE
HOURS
RATE
HOURS
PROJECT MANAGER
$ 275.00
0.25
$ 275.00
4
PROJECT ENGINEER
$ 240.00
0.25
$ 240.00
4
ENGINEERING SUPPORT
$ 200.00
0.25
$ 200.00
4
DRAFTER/DESIGNER
$ 155.00
0.25
$ 155.00
4
PLC PROGRAMMER
$ 240.00
0.25
$ 240.00
4
SCADA APPLICATION (HMI)
$ 240.00
0.25
$ 240.00
4
PROGRAMMER
FIELD SERVICE ENGINEER/
$ 240.00
0.25
$ 240.00
4
SPECIALIST
NETWORK/
COMMUNICATIONS
$ 240.00
0.25
$ 240.00
4
ENGINEER
OTHER JOB TITLES:
PROJECT TECHNICAL
$ 275.00
0.25
$ 275.00
4
LEAD
ARCHITECT
$ 280.00
0.25
$ 280.00
4
MOBILIZATION CHARGE $0.00 LUMP
PER DISPATCH IF ANY SUM
9-21
WKEND/
HOLIDAY
MINIMUM
EMERGENCY
MINIMUM
JOB CLASSIFICATION
SERVICES
HOURLY RATE
HOURS
RATE
HOURS
PROJECT MANAGER
$ 275.00
4
$ 275.00
0.25
PROJECT ENGINEER
$ 240.00
4
$ 240.00
0.25
ENGINEERING SUPPORT
$ 200.00
4
$ 200.00
0.25
DRAFTER/DESIGNER
$ 155.00
4
$ 155.00
0.25
PLC PROGRAMMER
$ 240.00
4
$ 240.00
0.25
SCADA APPLICATION (HMI)
$ 240.00
4
$ 240.00
0.25
PROGRAMMER
FIELD SERVICE ENGINEER/
$ 240.00
4
$ 240.00
0.25
SPECIALIST
NETWORK/
COMMUNICATIONS
$ 240.00
4
$ 240.00
0.25
ENGINEER
OTHER JOB TITLES:
PROJECT TECHNICAL
$ 275.00
1
$ 275.00
0.25
LEAD
ARCHITECT
$ 280.00
1
$ 280.00
0.25
Regular Working Hours 7:00am to 4:30pm, Mon - Thursday; 7:00am to 3:30pm Friday
After Hours 4:30 m to 7:00am, Monday to Friday
Weekend Hours: 3:30 m Friday until Monday 7:00am
Holidays are same as City Holidays
Emergency Services - Unscheduled and unplanned work with emergency emphasis
9-22
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Contract, policies of insurance of the type
and amounts described below and in a form satisfactory to City. Consultant agrees
to provide insurance in accordance with requirements set forth here. If Consultant
uses existing coverage to comply and that coverage does not meet these
requirements, Consultant agrees to amend, supplement or endorse the existing
coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business
of insurance in the State of California, with an assigned policyholders' Rating of A -
(or higher) and Financial Size Category Class VII (or larger) in accordance with the
latest edition of Best's Key Rating Guide, unless otherwise approved by the City's
Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance providing statutory benefits and Employer's
Liability Insurance with limits of at least one million dollars ($1,000,000)
each employee for bodily injury by accident and each employee for bodily
injury by disease in accordance with the laws of the State of California.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council, boards
and commissions, officers, agents, volunteers and employees.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary excess/umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than two million dollars ($2,000,000) per
occurrence, four million dollars ($4,000,000) general aggregate. The
policy shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract (including
the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
Contract, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit for each accident.
Partners in Control, Inc. dba Enterprise Automation Page C-1
9-23
D. Professional Liability (Errors & Omissions) Insurance. Consultant shall
maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of
two million dollars ($2,000,000) per claim and four million dollars
($4,000,000) in the aggregate. Any policy inception date, continuity date, or
retroactive date must be before the Effective Date of this Agreement and
Consultant agrees to maintain continuous coverage through a period no
less than three years after completion of the Services required by this
Agreement.
E. Excess/Umbrella Liability Insurance. If any Excess or Umbrella Liability
policies are used to meet the limits of liability required by this contract, then
said policies shall be "following form" of the underlying policy coverage,
terms, conditions, and provisions and shall meet all of the insurance
requirements stated in this contract, including, but not limited to, the
additional insured and primary & non-contributory insurance requirements
stated herein. No insurance policies maintained by the City, whether
primary or excess, and which also apply to a loss covered hereunder, shall
be called upon to contribute to a loss until the Consultant's primary and
excess/umbrella liability policies are exhausted.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Contract shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers
and employees, or shall specifically allow Consultant or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Consultant hereby waives its own right of
recovery against City, and shall require similar written express waivers and
insurance clauses from each of its subcontractors.
B. Additional Insured Status. All liability policies including general liability,
products and completed operations, excess/umbrella liability, pollution
liability, and automobile liability, if required, shall provide or be endorsed to
provide that City, its City Council, boards and commissions, officers, agents,
volunteers and employees shall be included as additional insureds under
such policies.
C. Primary and Non -Contributory. Consultant's insurance coverage shall be
primary insurance and/or the primary source of recovery with respect to the
City, its City Council, boards and commissions, officers, agents, volunteers
and employees. All liability coverage shall apply on a primary basis and
shall not require contribution from any insurance or self-insurance
maintained by City.
Partners in Control, Inc. dba Enterprise Automation Page C-2
9-24
D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar
days' notice of cancellation or nonrenewal of coverage (except for
nonpayment for which ten (10) calendar days' notice is required) for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. All of the executed
documents referenced in this Contract must be returned to City within ten
(10) regular City business days after the date on the "Notification of Award".
Insurance certificates and endorsements must be approved by City's Risk
Manager prior to commencement of performance. Current certification of
insurance shall be kept on file with City at all times during the term of this
Contract. The certificates and endorsements for each insurance policy shall
be signed by a person authorized by that insurer to bind coverage on its
behalf. At least fifteen (15) days prior to the expiration of any such policy,
evidence of insurance showing that such insurance coverage has been
renewed or extended shall be filed with the City. If such coverage is
cancelled or reduced, Consultant shall, within ten (10) days after receipt of
written notice of such cancellation or reduction of coverage, file with the City
evidence of insurance showing that the required insurance has been
reinstated or has been provided through another insurance company or
companies. City reserves the right to require complete, certified copies of
all required insurance policies, at any time.
B. City's Right to Revise Requirements. The City reserves the right at any time
during the term of the Contract to change the amounts and types of
insurance required by giving Consultant ninety (90) calendar days' advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Right to Review Subcontracts. Consultant agrees that upon request, all
agreements with subcontractors or others with whom Consultant enters into
contracts with on behalf of City will be submitted to City for review. Failure
of City to request copies of such agreements will not impose any liability on
City, or its employees. Consultant shall require and verify that all
subcontractors maintain insurance meeting all the requirements stated
herein, and Consultant shall ensure that City is an additional insured on
insurance required from subcontractors. For CGL coverage, subcontractors
shall provide coverage with a format at least as broad as CG 20 38 04 13.
Partners in Control, Inc. dba Enterprise Automation
Page C-3
9-25
D. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type. If the Consultant maintains higher
limits than the minimums shown above, the City requires and shall be
entitled to coverage for higher limits maintained by the Consultant. Any
available proceeds in excess of specified minimum limits of insurance and
coverage shall be available to the City.
F. Self -Insured Retentions. Any self -insured retentions must be declared to
and approved by City. City reserves the right to require that self -insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
G. City Remedies for Non -Compliance. If Consultant or any subconsultant fails
to provide and maintain insurance as required herein, then City shall have
the right but not the obligation, to purchase such insurance, to terminate this
Agreement, or to suspend Consultant's right to proceed until proper
evidence of insurance is provided. Any amounts paid by City shall, at City's
sole option, be deducted from amounts payable to Consultant or reimbursed
by Consultant upon demand.
H. Timely Notice of Claims. Consultant shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Consultant's
performance under this Contract, and that involve or may involve coverage
under any of the required liability policies. City assumes no obligation or
liability by such notice, but has the right (but not the duty) to monitor the
handling of any such claim or claims if they are likely to involve City.
I. Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the
Work.
Partners in Control, Inc. dba Enterprise Automation Page C-4
9-26