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HomeMy WebLinkAboutAgenda Report - March 6, 2019 C-11AGENDA ITEM CITY OF LODI COUNCIL COMMUNICATION AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Professional Services Agreement for SCADA Software Support with Survalent Technology Corporation of Buffalo, New York ($64,375) MEETING DATE: March 6, 2019 PREPARED BY: Electric Utility Director RECOMMENDED ACTION: BACKGROUND INFORMATION: Adopt a resolution authorizing City Manager to execute a professional services agreement for SCADA Software Support with Survalent Technology Corporation of Buffalo, NY in an amount not to exceed $64,375 over three years. Resolution 2008-11 approved the purchase and implementation of a SCADA system with Survalent Technology Corporation to remotely control and monitor Lodi Electric Utility's (LEU) distribution system equipment. Software support and upgrades for the SCADA system are provided solely by Survalent Technology. Historically, LEU has secured the required software support and upgrades on an annual basis. However, Survalent has offered a nine percent discounted price for the annual support package with a three-year term. The proposed services will provide the needed support for LEU's SCADA system as well as provide training tools to assist staff with more effective use of the system in day-to-day operations, including emergency response. These services are exempt from bidding per Lodi Municipal Code Section 3.20.070 which reads "Bidding shall be dispensed with only when the commodity can be obtained from only one vendor due to a product standardization by resolution of the City Council." FISCAL IMPACT: Not -to -exceed cost is $64,375 over three years. FUNDING AVAILABLE: Included in FY 2018/19 Account No. 50061000.72450. `�L L ) Andrew Keys Deputy City Manager/InternaIServices Director Melissa Price Interim Electric Utility Director PREPARED BY: Jules Marchesseault, Engineering and Operations Manager M P/J Min b APPROVED: Stephen Scaba er, City Manager TO: ELECTRIC UTILITY DEPARTMENT Memorandum Stephen Schwabauer, City Manager Melissa Price, Interim Electric Utility Director FROM: Jules Marchesseault, Engineering and Operations Manager 92 DATE: February 7, 2019 SUBJECT: Sole Source — Survalent Software Support Package Staff is recommending the purchase of a 3 -year SCADA Software Support package in an amount not to exceed $64,375. This is required to provide the following: o Telephone hotline support o Unlimited after hours support calls o Software upgrades enabling migration from Windows XP to Windows 7 Note: Windows XP Software is obsolete and no longer supported by the City's IT staff o Onsite training for new software features o 2 days training at a global or regional training event o Improved graphic user Interface Survalent Technology SCADA support package is exempt from bidding per Lodi Municipal Code 3.20.070 subsection (3) which reads "Bidding shall be dispensed with only... when the commodity can be obtained from only one vendor due to a product standardization by resolution of the city council." City Council Resolution 2008-11 established the City's SCADA system with Survalent Technology. As a result, all SCADA software support and upgrades must be provided by Survalent Technology. 0) Approved: 00 s o‘ e Stephen Schwa arra City Manager Melissa Price Interim Electric Utility Director AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE 1 PARTIES AND PURPOSE Section 1.1 Parties THIS AGREEMENT is entered into on , 2019, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and Survalent Technology Corporation (hereinafter "CONTRACTOR"). Section 1.2 Purpose CITY selected the CONTRACTOR to provide the services required in accordance with attached Scope of Services, Exhibit A, attached and incorporated by this reference. CITY wishes to enter into an agreement with CONTRACTOR for Platinum SCADA Support Plan (hereinafter "Project") as set forth in the Scope of Services attached here as Exhibit A. CONTRACTOR acknowledges that it is qualified to provide such services to CITY. ARTICLE 2 SCOPE OF SERVICES Section 2.1 Scope of Services CONTRACTOR, for the benefit and at the direction of CITY, shall perform the Scope of Services as set forth in Exhibit A. Section 2.2 Time For Commencement and Completion of Work CONTRACTOR shall commence work pursuant to this Agreement, upon receipt of a written notice to proceed from CITY or on the date set forth in Section 2.6, whichever occurs first, and shall perform all services diligently and complete work under this Agreement based on a mutually agreed upon timeline or as otherwise designated in the Scope of Services. CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other work products as may be designated in the Scope of Services. CONTRACTOR shall not be responsible for delays caused by the failure of CITY staff to provide required data or review documents within the appropriate time frames. The review time by CITY and any other agencies involved in the project shall not be counted against CONTRACTOR's contract performance period. Also, any delays due to 1 weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall remain in contact with reviewing agencies and make all efforts to review and return all comments. Section 2.3 Meetings CONTRACTOR shall attend meetings as may be set forth in the Scope of Services. Section 2.4 Staffing CONTRACTOR acknowledges that CITY has relied on CONTRACTOR's capabilities and on the qualifications of CONTRACTOR's principals and staff as identified in its proposal to CITY. The Scope of Services shall be performed by CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified by CONTRACTOR of any change of Project Manager and CITY is granted the right of approval of all original, additional and replacement personnel at CITY's sole discretion and shall be notified by CONTRACTOR of any changes of CONTRACTOR's project staff prior to any change. CONTRACTOR represents it is prepared to and can perform all services within the Scope of Services (Exhibit A) and is prepared to and can perform all services specified therein. CONTRACTOR represents that it has, or will have at the time this Agreement is executed, all licenses, permits, qualifications, insurance and approvals of whatsoever nature are legally required for CONTRACTOR to practice its profession, and that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of this Agreement all such licenses, permits, qualifications, insurance and approvals, and shall indemnify, defend and hold harmless CITY against any costs associated with such licenses, permits, qualifications, insurance and approvals which may be imposed against CITY under this Agreement. Section 2.5 Subcontracts Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter into any subcontract with any other party for purposes of providing any work or services covered by this Agreement. Section 2.6 Term The term of this Agreement commences on December 17, 2018 and terminates upon the completion of the Scope of Services or on December 16, 2021, whichever occurs first. 2 ARTICLE 3 COMPENSATION Section 3.1 Compensation CONTRACTOR's compensation for all work under this Agreement shall conform to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by this reference. CONTRACTOR shall not undertake any work beyond the scope of this Agreement unless such additional work is approved in advance and in writing by CITY. Section 3.2 Method of Payment CONTRACTOR shall submit invoices for completed work on a monthly basis, or as otherwise agreed, providing, without limitation, details as to amount of hours, individual performing said work, hourly rate, and indicating to what aspect of the Scope of Services said work is attributable. CONTRACTOR's compensation for all work under this Agreement shall not exceed the amount of the Fee Proposal. Section 3.3 Costs The Fee Proposal shall include all reimbursable costs required for the performance of the Scope of Services. Payment of additional reimbursable costs considered to be over and above those inherent in the original Scope of Services shall be approved in advanced and in writing, by CITY. Section 3.4 Auditing CITY reserves the right to periodically audit all charges made by CONTRACTOR to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to furnish CITY, or a designated representative, with necessary information and assistance needed to conduct such an audit. CONTRACTOR agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of this Agreement. CONTRACTOR agrees to provide CITY or its delegate with any relevant information requested and shall permit CITY or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this requirement. CONTRACTOR further agrees to maintain such records for a period of three (3) years after final payment under this Agreement. 3 ARTICLE 4 MISCELLANEOUS PROVISIONS Section 4.1 Nondiscrimination In performing services under this Agreement, CONTRACTOR shall not discriminate in the employment of its employees or in the engagement of any sub CONTRACTOR on the basis of race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, age, or any other criteria prohibited by law. Section 4.2 ADA Compliance In performing services under this Agreement, CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA. Section 4.3 Indemnification and Responsibility for Damage CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold harmless CITY, its elected and appointed officials, directors, officers, employees and volunteers from and against any claims, damages, losses, and expenses (including reasonable attorney's fees and costs), arising out of performance of the services to be performed under this Agreement, provided that any such claim, damage, loss, or expense is caused by the negligent acts, errors or omissions of CONTRACTOR, any subcontractor employed directly by CONTRACTOR, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable, except those injuries or damages arising out of the active negligence, sole negligence, or sole willful misconduct of the City of Lodi, its elected and appointed officials, directors, officers, employees and volunteers. CITY may, at its election, conduct the defense or participate in the defense of any claim related in any way to this indemnification. If CITY chooses at its own election to conduct its own defense, participate in its own defense, or obtain independent legal counsel in defense of any claim related to this indemnification, CONTRACTOR shall pay all of the costs related thereto, including without limitation reasonable attorney fees and costs. The defense and indemnification obligations required by this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations set forth herein. Section 4.4 No Personal Liability Neither the City Council, nor any other officer or authorized assistant or agent or City employee shall be personally responsible for any liability arising under this Agreement. 4 Section 4.5 Responsibility of CITY CITY shall not be held responsible for the care or protection of any material or parts of the work described in the Scope of Services prior to final acceptance by CITY, except as expressly provided herein. Section 4.6 Insurance Requirements for CONTRACTOR CONTRACTOR shall take out and maintain during the life of this Agreement, insurance coverage as set forth in Exhibit C attached hereto and incorporated by this reference. Section 4.7 Successors and Ass gns CITY and CONTRACTOR each bind themselves, their partners, successors, assigns, and legal representatives to this Agreement without the written consent of the others. CONTRACTOR shall not assign or transfer any interest in this Agreement without the prior written consent of CITY. Consent to any such transfer shall be at the sole discretion of CITY. Section 4.8 Notices Any notice required to be given by the terms of this Agreement shall be in writing signed by an authorized representative of the sender and shall be deemed to have been given when the same is personally served or upon receipt by express or overnight delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class or certified mail, postage prepaid, addressed to the respective parties as follows: To CITY: City of Lodi 221 West Pine Street P.O. Box 3006 Lodi, CA 95241-1910 Attn: Rod Brown To CONTRACTOR Survalent Technology Corporation 1967 Wehrle Drive, Suite 1 PMB 122 Buffalo, New York USA 14221 Attn: David Felice Section 4.9 Cooperation of CITY CITY shall cooperate fully and in a timely manner in providing relevant information it has at its disposal relevant to the Scope of Services. Section 4.10 CONTRACTOR is Not an Employee of CITY CONTRACTOR agrees that in undertaking the duties to be performed under this Agreement, it shall act as an independent contractor for and on behalf of CITY and not 5 an employee of CITY. CITY shall not direct the work and means for accomplishment of the services and work to be performed hereunder. CITY, however, retains the right to require that work performed by CONTRACTOR meet specific standards without regard to the manner and means of accomplishment thereof. Section 4.11 Termination CITY may terminate this Agreement, with or without cause, by giving CONTRACTOR at least ten (10) days written notice. Where phases are anticipated within the Scope of Services, at which an intermediate decision is required concerning whether to proceed further, CITY may terminate at the conclusion of any such phase. Upon termination, CONTRACTOR shall be entitled to payment as set forth in the attached Exhibit B to the extent that the work has been performed. Upon termination, CONTRACTOR shall immediately suspend all work on the Project and deliver any documents or work in progress to CITY. However, CITY shall assume no liability for costs, expenses or lost profits resulting from services not completed or for contracts entered into by CONTRACTOR with third parties in reliance upon this Agreement. Section 4.12 Confidentiality CONTRACTOR agrees to maintain confidentiality of all work and work products produced under this Agreement, except to the extent otherwise required by law or permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential" or "Proprietary", except to the extent otherwise required by law or permitted in writing by CONTRACTOR. CONTRACTOR acknowledges that CITY is subject to the California Public Records Act. Section 4.13 Applicable Law, Jurisdiction, Severability, and Attorney's Fees This Agreement shall be governed by the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be venued with the San Joaquin County Superior Court. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict with said laws, but the remainder of this Agreement shall be in force and effect. In the event any dispute between the parties arises under or regarding this Agreement, the prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's fees from the party who does not prevail as determined by the San Joaquin County Superior Court. 6 Section 4.14 City Business License Requirement CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020 requires CONTRACTOR to have a city business license and CONTRACTOR agrees to secure such license and pay the appropriate fees prior to performing any work hereunder. Section 4.15 Captions The captions of the sections and subsections of this Agreement are for convenience only and shall not be deemed to be relevant in resolving any question or interpretation or intent hereunder. Section 4.16 integration and Modification This Agreement represents the entire understanding of CITY and CONTRACTOR as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing, signed by both parties. Section 4.17 Contract Terms Prevail All exhibits and this Agreement are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Agreement and the attached exhibits, the terms of this Agreement shall prevail. Section 4.18 Severability The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Section 4.19 Ownership of Documents All documents, photographs, reports, analyses, audits, computer media, or other material documents or data, and working papers, whether or not in final form, which have been obtained or prepared under this Agreement, shall be deemed the property of CITY. Upon CITY's request, CONTRACTOR shall allow CITY to inspect all such documents during CONTRACTOR's regular business hours. Upon termination or completion of services under this Agreement, all information collected, work product and documents shall be delivered by CONTRACTOR to CITY within ten (10) calendar days. CITY agrees to indemnify, defend and hold CONTRACTOR harmless from any liability resulting from CITY's use of such documents for any purpose other than the purpose for which they were intended. 7 Section 4.20 Authority The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement. Section 4.21 Federal Transit Funding Conditions ❑ If the box at left is checked, the Federal Transit Funding conditions attached as Exhibit D apply to this Agreement. In the event of a conflict between the terms of this Agreement or any of its other exhibits, and the Federal Transit Funding Conditions, the Federal Transit Funding Conditions will control. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above written. ATTEST CITY OF LODI, a municipal corporation JENNIFER M. FERRAIOLO STEPHEN SCHWABAUER City Clerk City Manager APPROVED AS TO FORM: SURVALENT TECHNOLOGY CORPORATION JANICE D. MAGDICH, City Attorney By: By: Name: Young Ngo Title: Chief Technology Officer Attachments: Exhibit A — Scope of Services Exhibit B — Fee Proposal Exhibit C — Insurance Requirements Exhibit D — Federal Transit Funding Conditions (if applicable) Funding Source: 50061000.72450 (Business Unit & Account No.) Doc ID: CA: Rev.01.2015 8 EXHIBIT A/B Survalent. 4 Quotation: Lodi Electric Utility Platinum Support Renewal 2018-12 Quotation No. M18962654 [Rev3] November 16, 2018 Attention: Jules Marchesseault S rvalente Survalent Technology Inc. 1967 Wehrle Drive, Suite 1, PMB 122 Buffalo, New York • USA 14221 T +1-905-826-5000 • F r1-905-826-7144 survalent.com Item Qty Description Price (USD) Survalent Professional Services 001 1 Platinum SCADA Support Plan [3 Years] Support Period: 16 -Dec -2018 through 15 -Dec -2021 The Platinum SCADA Support Plan provides the following: a) Access to the latest software releases of the delivered SurvalentONE software components, effectively providing an extended warranty on all software components and providing access to the latest product features. b) Access to the Survalent Support Portal which includes the ability to create and track support cases, and provides access to software downloads, product documentation, knowledge base articles, live chat, and support forums. c) 24x7 access to priority, telephone emergency support from the Survalent Support Team. Cases will be treated on a first-come, first serve basis. d) Three (3) Global User Conference passes per year. e) 25 hours (not more than 8 hours per day) per year of Remote Support Services. All services will be performed by Survalent staff from Survalent offices. Any hours not used during the support period will expire. f) Access to a Survalent System Engineer on-site to provide technical assistance with software updates, assess system health and performance, perform system tuning, and any other technical assistance desired. Duration is 2 days for single and dual redundant configurations, 3 days for tri -redundant configurations, and 5 days for quad -redundant configurations. Site visit is once per year, and must be used during the support period. $60,375 002 2 Additional Site Visit Day [1 Year] This option provides additional site visit days to an existing Support Plan in order to meet client -specific needs; the Support Plan must already include an Annual Site Visit (i.e. Platinum Support Plan, or optional Annual Site Visit). Total Survalent Professional Services End User: Lodi Electric Utility Shipping Terms: EXW Ontario, Canada 11 -Feb -2019 [M18_9_62654_Rev3] PROPRIETARY AND CONFIDENTIAL $4,000 Page 2 of 3 Survalent. Survalent Technology Inc. 1967 Wehrle Drive, Suite 1, PMB 122 Buffalo, New York • USA 14221 T +1-905-826-5000 • F -i 1-905-826-7144 survalent.com Item Qty Description Price (USD) Shipment approximately 1 To 2 weeks from receipt of purchase order. Please send purchase order to stcorder@survalent.com This quotation is valid for 60 days from the date of issue and is based on Survalent Standard Terms and Conditions of Sale. Note 1: Prices do not include applicable state, provincial, or federal taxes. Note 2: Maintenance price is based on Dual Server configuration. Note 3: Please ensure the end user client name is identified on the purchase order; purchase orders may be rejected if this information is missing. This quotation is not valid unless signed by an authorized representative of Survalent Technology Inc. Digitally signed by Juan DN: cn=Juan, o=Survalent, ou, email=jmunoz@survalent.com, c=CA Prepared By: Date: 2019.02.11 14:05:45 -05'00' Approved By: Juan Munoz, Inside Sales I tomer Success an MacCuaig, VP .us 11 -Feb -2019 [M18_9_62654_Rev3] PROPRIETARY AND CONFIDENTIAL Page 3 of 3 EXHIBIT C NOTE: The City of Lodi is now using the online insurance program PINS Advantage. Once you have been awarded a contract with the City of Lodi you will receive an email from the City of Lodi online insurance program requesting you to forward the email to your insurance provider(s) in order to submit the required proof of insurance Insurance Requirements for IT Professional Services IT Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. IT Consultant shall procure and maintain for the duration of the contract insurance claims arising out of their professional services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: If the Contractor or the Contractor's officers, employees, agents, representatives or subcontractors utilize a motor vehicle in performing any of the work or services under the Agreement Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if consultant provides written verification it has no employees) 4. Technology Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant's profession, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or 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. Application of Excess Liability Coverage: Contractors may use a combination of primary, and excess insurance policies which provide coverage as broad as ("follow form" over) the underlying primary policies, to satisfy the Required Insurance provisions. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City, its officers, officials, employees, agents and volunteers are to be covered as additional insureds on the CGL and Auto policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability and auto liability coverage EXHIBIT C can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). Primary Coverage For any claims related to this contract, the Consultant's insurance coverage shall be primary insurance primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. Reporting Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City or its officers, officials, employees, agents or volunteers. Notice of Cancellation Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City Waiver of Subrogation Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self -Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. Acceptability of Insurers Insurance is to be placed with California admitted insurers (licensed to do business in California) with a current A.M. Best' s rating of no less than A -VII, however, if no California admitted insurance company provides the required insurance, it is acceptable to provide the required insurance through a United States domiciled carrier that meets the required Best's rating and that is listed on the current List of Approved Surplus Line Insurers (LASLI) maintained by the California Department of Insurance. Claims Made Policies If any of the required policies provide coverage on a claims -made basis. 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. Verification of Coverage Consultant shall furnish the City with a copy of the policy declaration and endorsement page(s), original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain IT Professional Services 2018 Page 2 EXHIBIT C the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors 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. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Insurance Limits The limits of insurance described herein shall not limit the liability of the Contractor and Contractor's officers, employees, agents, representatives or subcontractors. Contractor's obligation to defend, indemnify and hold the City and its officers, officials, employees, agents and volunteers harmless under the provisions of this paragraph is not limited to or restricted by any requirement in the Agreement for Contractor to procure and maintain a policy of insurance. IT Professional Services 2018 Page 3 RESOLUTION NO. 2019-28 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT FOR SCADA SOFTWARE SUPPORT WITH SURVALENT TECHNOLOGY CORPORATION, OF BUFFALO, NEW YORK WHEREAS, Resolution No. 2008-11 approved the purchase and implementation of a SCADA system with Survalent Technology Corporation to remotely control and monitor Lodi Electric Utility's (LEU) distribution system equipment; and WHEREAS, software support and upgrades for the SCADA system are provided solely by Survalent Technology; and WHEREAS, historically, LEU has secured the required software support and upgrades on an annual basis; however, Survalent has offered a nine percent discounted price for the annual support package with a three-year term; and WHEREAS, the proposed services will provide the needed support for LEU's SCADA system, as well as provide training tools to assist staff with more effective use of the system in day-to-day operations, including emergency response; and WHERES, these services are exempt from bidding per Lodi Municipal Code Section 3.20.070 which reads, "Bidding shall be dispensed with only when the commodity can be obtained from only one vendor due to a product standardization by resolution of the City Council." NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute a Professional Services Agreement for SCADA software support with the sole -source provider, Survalent Technology Corporation, of Buffalo, New York, in an amount not to exceed $64,375 over the three-year term of the agreement. Dated: March 6, 2019 I hereby certify that Resolution No. 2019-28 was passed and adopted by the City Council of the City of Lodi in a regular meeting held on March 6, 2019 by the following vote: AYES: COUNCIL MEMBERS — Johnson, Kuehne, Mounce, Nakanishi, and Mayor Chandler NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — None ABSTAIN: COUNCIL MEMBERS — None )! \ 2/tAct_Li4 NNIFER r. FERRAIOLO City Clerk 2019-28