HomeMy WebLinkAbout11 - Approval of Agreement with Delta Systems Engineering, Inc. for Water and Wastewater Automation UpgradesTO:
FROM:
PREPARED BY:
PHONE:
TITLE:
ABSTRACT:
CITY OF
NEWPORT REACH
City Council Staff Report
March 10, 2015
Agenda Item No. 11
HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
George Murdoch, Acting Municipal Operations Department Director - (949) 644-
3011, gmurdoch @newportbeachca.gov
Rachell Wilfert, Management Assistant
(949) 644 -3010
Approval of Agreement with Delta Systems Engineering, Inc. for Water and
Wastewater Automation Upgrades
The Municipal Operations Department controls and monitors water and wastewater sites through an
automation system called SCADA, or Supervisory Control And Data Acquisition. The system was initially
built in 1996 and has grown over the years as new facilities and technologies emerge. Hardware and
software components have reached an age where upgrading or replacement is necessary. After a
competitive RFP process, Delta System Engineering was selected to perform the upgrades.
RECOMMENDATION:
Approve the agreement with Delta Systems Engineering, Inc. for Water and Wastewater Automation
Upgrades for a total amount not to exceed $422,077.60, and authorize the Mayor and City Clerk to
execute the agreement.
FUNDING REQUIREMENTS:
The current adopted capital improvement budget includes sufficient funding for this agreement. It will be
expensed to the Water and Wastewater Enterprise accounts 7521- C6002016 and 7541- C6002016
respectively.
DISCUSSION:
The Supervisory Control And Data Acquisition (SCADA) system is a computerized hardware and software
system used to control and monitor equipment at various sites such as water treatment plants, well sites,
sewer lift stations and water pump stations. SCADA allows operators to adjust set points, control
processes and receive alarms when issues arise. The system provides real -time data as well as historical
logging for future trending and analysis. Operators can access the system by desktop or laptop computer
anytime of the day or night.
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The system was built in 1996 as part of the groundwater project bringing water from Fountain Valley to
Newport Beach through four wells, a reservoir, a pump station, and treatment plant. It quickly expanded to
include most remote water and wastewater sites. In the last few years, staff has experienced difficulty in
replacing out -dated hardware, and the reliability of communications to remote sites has become difficult as
technology has changed. In order to bring the system up to date, staff determined that a system upgrade
is necessary.
The upgrade will include replacement of much of the hardware now obsolete. Computer servers specified
by our IT division will be replaced and new programs created. Although it's difficult to determine how long
hardware will be supported, the typical lifespan is approximately ten years. The upgrade will include a one
year warrantee period to assure everything is working properly.
In August 2014, MOD issued a Request for Qualifications (RFQ) that required demonstration of minimum
qualifications and experience. The City received four statements of qualification (SOQs) in response to
the RFQ. After evaluating the SOQs, the City sent three of the firms a formal Request for Proposal (RFP)
which contained a detailed list of upgrades and required a breakdown of costs to complete each task. The
RFP criteria and scoring matrix is below.
POTENTIAL SUBMITTAL EVALUATION CRITERION
EVALUATION CRITERION
PERCENTAGE OF SCORE
Qualifications and experience of the
30%
proposing Contractor firm.
Delta Systems Engineering
The Contractor's recent experience in
20%
conducting work for contracts of similar
2
scope, complexity, and magnitude,
56.67
particularly for government agencies.
86.43
The Contractor's ability to provide services
20%
as outlined in the SCADA Master Plan and
Scope of services.
The proposed Project costs.
30%
The City received two proposals in response to the RFP. In cooperation with the IT division, an evaluation
panel reviewed the proposals and ranked the firms based on qualifications, experience, and the ability to
provide the services. This accounted for 70% of the total score. The Finance Department's Purchasing
Agent evaluated cost by calculating the cost differential between the two respondents, with the lowest cost
respondent achieving a score of 30 points.
Rank
Proposer
Technical Score
(out of 70)
Cost Ratio Score
out of 30)
Total Score
(out of 100)
1
Delta Systems Engineering
60.67
30.00
90.67
2
Vertech
56.67
29.76
86.43
The results ranked Delta Systems Engineering, Inc.(Delta) as the highest -rated proposer. Delta has
extensive experience with the software and hardware and is one of only eight Certified Systems
Integrators of Wonderware, a key component of the SCADA system.
The professional service agreement with Delta Systems Engineering, Incfor Water and Wastewater
Automation Upgrades is for a total amount not to exceed $422,077.60. It includes hardware purchases as
well as programing costs and installation. The work is estimated to take approximately one year; however,
additional time is added to the contract for any unforeseen delays. During the next year staff will be
working on an annual maintenance contract that will include and on -call component for repair of our
SCADA system once the warrantee period expires.
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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).
ATTACHMENTS:
Description
Attachment A - Agreement
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ATTACHMENT A
PROFESSIONAL SERVICES AGREEMENT
WITH DELTA SYSTEMS ENGINEERING INC. FOR
WATER AND WASTEWATER AUTOMATION UPGRADES
THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement') is made and
entered into as of this 4th day of March, 2015 ( "Effective Date "), by and between the
CITY OF NEWPORT BEACH, a California municipal corporation and charter city
( "City'), and DELTA SYSTEMS ENGINEERING INC., an Arizona corporation
( "Consultant'), whose address is 3350 North Central Avenue, Suite 915, Phoenix,
Arizona 85012, 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 upgrade the existing SCADA system per the
SCADA Master Plan Document ('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 March 24. 2017. unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ( "Services"
or "Work "). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
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. In the absence of a specific schedule, the Services shall be
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included in Exhibit A. 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, if any, or perform the Services in
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
harid - 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 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 Four
Hundred Twenty Two Thousand Seventy Seven Dollars and 60/100 ($422,077.60),
without prior written authorization from City. No billing rate changes shall be made
during the term of this:Agreement without the prior written approval of City.
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. 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
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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.
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 Sonja Scriven 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.
This Agreement will be administered by the Municipal Operations 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.
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 the highest professional
standards. For purposes of this Agreement, the phrase "highest professional
standards" shall mean those standards of practice recognized by one (1) or more first -
class firms performing similar work under similar circumstances.
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8.2 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 the highest professional standard.
8.3 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.
8.4 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, 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.
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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.
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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.
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 Linder 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
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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, partnershipr
or joint - venture.
16, SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. 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.
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.
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17.3 CADD data delivered to City shall include the professional stamp of the
engineer or architect in charge of or responsible for the Work. City agrees that
Consultant shall not be liable for claims, liabilities or losses arising out of, or connected
with (a) the modification or misuse by City, or anyone authorized by City, of CADD data;
(b) the decline of accuracy or readability of CADD data due to inappropriate storage
conditions or duration; or (c) any use by City, or anyone authorized by City, of CADD
data for additions to this Project, for the completion of this Project by others, or for any
other Project, excepting only such use as is authorized, in writing, by Consultant. By
acceptance of CADD data, City agrees to indemnify Consultant for damages and liability
resulting from the modification or misuse of such CADD data. All original drawings shall
be submitted to City in the version of AutoCAD used by the City in .dwg file format, on a
CD, and should comply with the City's digital submission requirements for improvement
plans available from the City's Public Works Department. The City will provide
Consultant with City title sheets as AutoCAD file(s) in .dwg file format. All written
documents shall be transmitted to City in formats compatible with Microsoft Office
and /or viewable with Adobe Acrobat.
17.4 All improvement and /or construction plans shall be prepared with indelible
waterproof ink or electrostatically plotted on standard twenty -four inch (24 ") by thirty -six
inch (36 ") Mylar with a minimum thickness of three (3) mils. Consultant shall provide to
City 'As- Built' drawings and a copy of digital Computer Aided Design and Drafting
( "CADD ") and Tagged Image File Format (.tiff) files of all final sheets within ninety (90)
days after finalization of the Project. For more detailed requirements, a copy of the City
of Newport Beach Standard Design Requirements is available from the City's Public
Works Department.
18. OPINION OF COST
Any opinion of the construction cost prepared by consultant represents the
consultant's judgment as a design professional and is supplied for the general guidance
of City. Since consultant has no control over the cost of labor and material, or over
competitive bidding or market conditions, consultant does not guarantee the accuracy of
such opinions as compared to consultant or contractor bids or actual cost to City..
19. 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.
20. 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.
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21. 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.
22. 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 that City earned on its investments during the time period', from the date of
withholding of any amounts found to have been improperly withheld.
23. 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.
24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the
Project.
25. CONFLICTS OF INTEREST
25.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
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25.2 If subject to the Act, Consultant shall conform to all requirements of the
Act. 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.
26. NOTICES
26.1 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.
26.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Steffen Catron, Utilities Manager
Municipal Operations Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
26.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Brian D. Downing
Delta Systems Engineering Inc.
3550 North Central Avenue, Suite 915
Phoenix, AZ 85012
27. 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.).
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28. TERMINATION
28.1 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.
28.2 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.
29. PREVAILING WAGES
Pursuant to the applicable provisions of the Labor Code of the State of California,
notr less than the general prevailing rate of per diem wages including legal holidays and
overtime Work for each craft or type of workman needed to execute the Work
contemplated under the Agreement shall be paid to all workmen employed on the Work
to be done according to the Agreement by the Consultant and any subcontractor. In
accordance with the California. Labor Code (Sections 1770 et. seq.), the Director of
Industrial Relations has ascertained the general prevailing rate of per diem wages in the
locality in which the Work is to 'be performed for each craft, classification, or type of
workman or mechanic needed to execute the Agreement. A copy of said determination
is available by calling the prevailing wage hotline number (41.5) 703 -4774, and
requesting one from the Department of Industrial Relations. The Contractor is required
to obtain the wage determinations from the Department of Industrial Relations and post
at the job site the prevailing rate & per diem wages. It shall be the obligation of the
Contractor or any subcontractor under him /her to comply with all 'State of California
labor laws, rules and regulations and the parties agree that the City shall not be liable .
for any violation thereof.
30. STANDARD PROVISIONS
30.1 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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30.2 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, regu'l'ations and permit requirements and be
subject to approval of the Project Administrator. and City.
30.3 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.
30.4 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.
30,: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.
30:6 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.
30.7 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.
30:8 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..
30.9 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.
30.10 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 of race, religion, color, national origin, handicap,
ancestry; sex, age or any other impermissible basis under law.
30.11 No Attorneys' Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing,partyshall not be entitled to attorneys' fees.
Delta Systems Engineering Inc. Page 11
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30.12 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.
[SIGNATURES ON NEXT PAGE]
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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 ATTO N Y'S OFFICE
Date:
By:
Aaron C. Harp (Am m-)z.colir
City Attorney
ATTEST:
Date:
M
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
By:
Edward D. Selich
Mayor
CONSULTANT: Delta Systems
Engineering Inc., an Arizona corporation
Date:
By:
Brian D. Downing
President/CEO/Principal-in-Charge
Date:
By:
Angela Downing
Chief Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Delta Systems Engineering Inc. Page 13
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EXHIBIT `4
Control Panels to be modifiedr
• BCCC Reclaim Water Pump Station
• CompactLogix PLC with 15 cards
• Cellular Modem with Antennae
• New, OF (6" Panel View Plus Compact OIT)
o Stratix 2000 switch
• NBCC Reclaim Water Pump Station
• CompactLogix PLC with 7 cards
• Cellular Modem with Antennae
• New, OF (6" Panel View Plus Compact OIT)
• Stratix 2000 switch
• Zone 4 Reservoir Level & Zone 5 Water Pump Station
• CompactLogix PLC with 7 cards
• Cellular Modem with Antennae
• New OF (6" Panel View Plus Compact OIT)'
• Stratix 2000 switch
• CM -11 Metropolitan Water District Interconnect
• MicroLogix 1400 PLC
• Cellular Modem with Antennae
o No OIT
o Stratix 2000 switch
• Big Canyon Reservoir Zone 3 & Zone 4 Water Pump Station
• CompactLogix PLC with 9 cards
• OF program updates.
• Stratix 2000 switch
• Big Canyon Reservoir Control Room
• CompactLogix PLC with 15 cards
• OIT program updates
• Stratix 6000 switch
• Big Canyon Reservoir Communications
• CompactLogix PLC with 4 cards
• Cellular Modem with Antennae
• No OIT
o Stratix 2000 switch
• Possible modifications to some panel doors to install 6" Panel View Plus
Delta. Systems Engineering Inc.. Page A -1
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WonderWare Software Licenses:
• Upgrade to 5 concurrent InTouch TSE licenses with all the necessary supporting
licenses
Programming and Engineering Services:
• Upgrade to the latest version of InTouch and utilize the InTouch for Terminal
Services
• Configure InTouch as a Tag Server application with standby redundancy
• Update and modernize all the existing WonderWare screens to take advantage
of current best practices
• Setup server architecture as high availability virtual machines, running VMware
ESXi pre - installed by server manufacturer
• Setup disaster recovery system with remote server and WonderWare Historian
• VPN configuration as needed
• Convert existing PLC programs to RSLogix5000
• Replacing the Panel View Plus OIT's with new OIT screens
• Update of PanelView OF programs to work with the new PLC's
• Coordination with the City of Newport Beach to setup cellular modems on
Verizon account
• Testing and Startup
• Training for up to eight (8) City staff, for a total of eight (8) hours.
• One year warranty on all items provided in this scope of work (in addition to any
manufacturer warranties). The warranty period shall commence on the date of
substantial completion and beneficial use of the system.
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Page A -2
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SCHEDULE OF BILLING RATES
Delta Systems Engineering Inc. Page B -1
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Estimated Project Upgrade Cost by Task
Regular Hourly
Rate
Regular
Minimum Hours
After -Hours
Hourly Rate*
After -Hours
Minimum Hours
Design and
Subtotal (including
Category
Task
Hardware*
Programming
Construction
cost of hardware)
Full Upgrade: convert processor & 1/0
PLC
to Compactlogix for 7 sites
$47,151
$48,087
$30,686
$125,923
OIT upgrade (3 new OITs and 3 sites
need programming)
$4,285
$7,587
$1,608
$13,480
Security
VPN configuration as- needed
$805
$1,200
$0
1 $2,005
Wireless
Cellular modem (5 sites)
$2,875
$1,344
$2,900
$7,119
Virtualization
Services (2) and Shared Storage
$0
$4,320
$0
$4,320
Virtualization
$0
0
$2,880
$2,880
Disaster Recovery of Stored Data
$0
$1,440
$0
$1,440
Wonderware
Pure Tag Server Configuration
$50,600
$10,800
$0
$61,400
Upgrade existing Intouch HMI
screens, allow for up to 1,000 hours
$0
$140,000
$0
$140,000
of programming
Total (Including cost of hardware and 8% sales tax)
$367,024
As- Needed Services
Regular Hourly
Rate
Regular
Minimum Hours
After -Hours
Hourly Rate*
After -Hours
Minimum Hours
Materials
Charge **
$160
4 hr(s)
$240
4 hr(s)
15%
11 -20
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 Agreement, 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, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury
by disease in accordance with the laws of the State of California, Section
3700 of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary 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 one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) 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
Agreement, 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 each accident.
Delta Systems Engineering Inc. Page C -1
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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
one million dollars ($1,000,000) per claim and two million dollars
($2,000,000) 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.
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 Agreement shall be endorsed to waive subrogation
against City, its elected or appointed officers, agents, officials, employees
and volunteers 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
from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but
not including professional liability, shall provide or be endorsed to provide
that City and its officers, officials, employees, and agents shall be included
as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance or self -
insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which ten
(10) calendar days notice is required) or nonrenewal of coverage 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. Insurance
certificates and endorsement 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
Agreement. City reserves the right to require complete, certified copies of
all required insurance policies, at any time.
Delta Systems Engineering Inc. Page C -2
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B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) 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. 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.
D. 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 insurance proceeds in excess of the
specified minimum limits of insurance and coverage shall be available to
the City.
E. 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.
F. 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.
G. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Contractor'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.
H. Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
Delta Systems Engineering Inc. Page C -3
11 -23
judgment may be necessary for its proper protection and prosecution of
the Work.
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11 -24