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Home My WebLink AboutAgenda Report - June 2, 2021 C-08AGENDA ITEM CITY OF LODI COUNCIL COMMUNICATION TM AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Amendment No. 2 to Professional Services Agreement with Telstar Instruments, of Concord, for Supervisory Control and Data Acquisition and Instrumentation Maintenance and Integration Services MEETING DATE: PREPARED BY: June 2, 2021 Public Works Director RECOMMENDED ACTION: Adopt resolution authorizing City Manager to execute Amendment No. 2 to Professional Services Agreement with Telstar Instruments, of Concord, for Supervisory Control and Data Acquisition and instrumentation maintenance and integration services. BACKGROUND INFORMATION: The City of Lodi owns and operates a number of water and wastewater facilities which include the Surface Water Treatment Facility (SWTF), the White Slough Water Pollution Control Facility (WSWPCF), 28 groundwater wells, 16 storm water lift stations, and 11 sewer lift stations. All of the facilities listed above utilize a computer -monitored alarm, response, control, and data acquisition system commonly referred to as a Supervisory Control and Data Acquisition (SCADA) system. The central SCADA system for the water system, storm, and sewer lift stations is located at SWTF. WSWPCF operates independently on its own SCADA system. On June 19, 2019, Council authorized a Professional Services Agreement with Telstar Instruments, of Concord, for Supervisory Control and Data Acquisition and Instrumentation Maintenance and Integration Services, in the amount of $120,000. On November 4, 2020, Council authorized Amendment No. 1 to the Professional Services Agreement, in the amount of $130,000 to address unanticipated SCADA related projects at the WSWPCF and to provide funding through June 30, 2021. Amendment No. 2, if approved, would extend the term through June 30, 2022. The not to exceed contract amount remains at $250,000 as staff anticipates additional funding is not needed at this time. Staff recommends authorizing City Manager to execute Amendment No. 2 to Professional Services Agreement with Telstar Instruments, of Concord, for Supervisory Control and Data Acquisition and instrumentation maintenance and integration services. FISCAL IMPACT: Funds for the SCADA and instrumentation services were budgeted in the Water Operations and Wastewater Operations Budget. This work does not impact the General Fund. APPROVED: n chwa , City Manager \\pwadc02\msc$\GROUP\ADMIN\Council\2021\06022021\Telstar Instruments= Telstar TK.doc 5/17/2021 Adopt Resolution Authorizing City Manager to Execute Amendment No 2 to Professional Services Agreement with Telstar Instruments, of Concord, for Supervisory Control and Data Acquisition and Instrumentation Maintenance and Integration Services ($250,000) June 2, 2021 Page 2 FUNDING AVAILABLE: Water Production (56052003.72450): $90,000 Water Plant Ops (56052005.72450): $40,000 White Slough Ops (53053003.72450): $80,000 Storm Water Maintenance Fund (53053005.72450): $40,000 TOTAL: $250,000 Andrew Keys Andrew Keys Deputy City Manager/Internal Services Director C U- UQ Charles E. Swimley, Jr. Public Works Director Prepared by Travis Kahrs, Water Plant Superintendent CES/TK/tw Attachment \\pwadc02\msc$\GROUP\ADMINkCouncil\2021\06022021\Telstar Instruments\CC_Telstar_TK doc 5/17/2021 AMENDMENT NO. 2 TELSTAR INSTRUMENTS PROFESSIONAL SERVICES AGREEMENT THIS AMENDMENT, made and entered this day of June, 2021, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY'), and TELSTAR INSTRUMENTS, a California corporation (hereinafter called "CONTRACTOR"). WITNESSETH: I. WHEREAS, CONTRACTOR and CITY entered into the Professional Services Agreement on July 10, 2019 and Amendment No. 1 on December 9, 2020 collectively (the "Agreement'), attached hereto as Exhibits 1 and 1A, respectively, and made a part hereof; and 2. WHEREAS, CITY requested to extend the term of the Agreement to June 20, 2022; and 3. WHEREAS, CITY requested to increase the fees under the Agreement by $250,000, for a total not to exceed amount of $500,000, for Well 4R integration and supervisory control and data acquisition system instrumentation maintenance, as set forth in Exhibit 2, attached hereto and made part of; and 4. WHEREAS, CONTRACTOR agrees to said amendments; and NOW, THEREFORE, the parties agree to amend the Agreement to extend the term, increase the fees, and expand the scope of services as set forth above. All other terms and conditions of the Agreement remain unchanged. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Amendment No. 2 on the date and year first above written. "CITY" "CONTRACTOR" CITY OF LODI, a municipal corporation TELSTAR INSTRUMENTS a California corporation By: STEPHEN SCHWABAUER City Manager Attest: JENNIFER CUSMIR City Clerk Approved as to Form JANICE D. MAGDICH City Attorney f L By: TAMMY MISENHIMER Contract Administrator AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE 1 PARTIES AND PURPOSE Section 1.1 Parties Exhibit 1 THIS AGREEMENT is entered into or:lt 10 2019, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and TELSTAR INSTRUMENTS, a California 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 SCADA and instrumentation maintenance (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. Sectlon 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 weather, vandalism, acts of God, etc., shall' not be counted. CONTRACTOR shall 1 remain in contact with reviewing agencies and make all efforts to review and return all comments. Section 2.3 Mees 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 owrf 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, legally required for CONTRACTOR to practice its profession, 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 July 1, 2019 and terminates upon the completion of the Scope of Services or on June 30, 2021, whichever occurs first. Section 2.7 Option to Extend Term of Agreement 2 At its option, City may extend the terms of this Agreement for an additional two (2) one (1) -year extensions; provided, City gives Contractor no less than thirty (30) days written notice of its intent prior to expiration of the existing term. In the event City exercises any option under this paragraph, all other terms and conditions of this Agreement continue and remain in full force and effect. The total duration of this Agreement, including the exercise of any option under this paragraph, shall not exceed four (4) years. 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 Pa meet 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 Au_ ditina 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 3 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. 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 ResponsibilitV 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 4 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. Section 4.5 ResponsibHH 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 Re uirements 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 Assigns 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: Travis Kahrs To CONTRACTOR: Telstar Instruments 1717 Solano Way, Unit 34 Concord, CA 94520 Attn: Tammy Misenhimer S 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 N91 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 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 6 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. 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. Section 4.20 Authorii The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above written. CITY OF LODI, a municipal corporation ATTEST: • • Tom' - ClerkManager APPROVED AS TO FORM: JANICE D. MAGDICH, City Attorney Attachments: Exhibit A — Scope of Services Exhibit B — Fee Proposal Exhibit C — Insurance Requirements TELSTAR INSTRUMENTS, a California corporation By: -? Name: TAMMY MISENHIMER Title: Contract Administrator Funding Source: 56052003.7240s__ 5.6052005.72450; 53053043.72450x, 53053004.72460; 53053005,72460 (Business Unit & Account No.) Doc ID:R:\GROUP\ADMIN\Counc7il\2019\05152019\Telstar\PSA.doc CA:Rev.01.2015 a a T'" r L T4 !R'*12' INSTRUMENTS Exhibit A/B Contractor Lidense $422364 CONTROL SYSTEM INTEGRATION • INSTRUMENTATION SALES & SERVICE SCADA - PLC/HMI • Telemetry . Calibration - Maintenance April 4, 2019 City of Lodi Sent via email. Travis Kahrs <tkahrs@lodi.gov> Attn: Travis Kahrs. Proj: City of Lodi WTP & SCADA Subj: SCADA and Instrumentation Maintenance Ref; 27625A Dear Travis, Telstar Instruments is pleased to provide this quotation for SCADA and instrumentation maintenance services for the City of Lodi water and wastewater facilities. Services will be provided on a time and materials basis. The budget for the 2019-2020 year of the maintenance agreement is $120,000. Hourly rates for various categories of technicians, programmers, and engineers are provided herein. Anticipated scope items that will be provided under this SCADA and instrumentation maintenance services agreement follow. ntic€gated Scooe of Services Instrument Maintenance — calibration and troubleshooting for hydraulic and analytical instrumentation at the water and wastewater facilities. SCADA Maintenance — maintain backup SCADA computers and PLCs; apply Microsoft and Wonderware updates as applicable; evaluate system for deficiencies; address operations identified maintenance items. On-call Emergency Services — Telstar maintains 24/7 emergency Instrumentation and SCADA support for its customers. Provide as -needed emergency controls system support services for the water and wastewater facilities. Project Integration — provide SCADA integration services for various new and existing storm water, water, and wastewater facilities, as needed. Incorporate facilities into existing SCADA, communications, and PLC systems. Project Integration Well 4 — SCOPE OF SERVICES 1. Replace existing wel14 PLC5 (obsolete) system with new Allen Bradley PLC. 2. Provide new PLC backplane with PLC hardware. 3. Configure existing PLC and scada functionality. 1717 Solanc Way, Unit 34, Concord, CA 94520 Phone 925-671-2888, Fax 925-671-9507 4017 Vista Park Court, Sacramento, CA 95834 Phone 916-646-1999, Fax 916-646-1096 202 South Douty Street, Hanford, CA 93230 Phone 559-584-7116, Fax 559-584-8028 Page 1 of 4 4 TELSMAR"PoIr INSTRUMENTS Hardware and Software Budgeted for Scope ............................................ $51,926.00 Time and Material Rates, Normal Working Hours Rates are valid through June 30, 2019 Instrumentation Technician..................._.._...................................................... $134.40/hr California Certified Electrician... ... .......................... ........................................ $139.86/hr PLC/SCADA Computer Programmer............................................................... $159.53/hr Senior PLC/SCADA Computer Programmer.................................................... $183.57/hr Senior Engineer (registered CA Professional Engineer) ................................. $192.32/hr Vehicle Usage/Fuel/Test Equipment/Tool charge..........................................$147.51/day Materials...................................................................................................... cost plus 15% Time and Material Rates, Normal Working Hours Rates are valid through June 30, 2021) Instrumentation Technician.............................................................................. $138.43/hr California Certified Electrician........................................................................... $144.06/hr PLC/SCADA Computer Programmer............................................................... $164.32/hr Senior PLC/SCADA Computer Programmer.................................................... $189.08/hr Senior Engineer (registered CA Professional Engineer) .................................. $198.081hr Vehicle Usage/Fuelrrest Equipment/Tool charge..........................................$151.94/day Materials...................................................----- ........ cost plus 15% Notes on Labor Rates: 1. Rates are valid through June 30, 2020. Rates will be increased on an annual basis for inflation ! cost of living expenses. 2. Travel time is billed portal to portal at the above rates. 3. Overtime is anything after 8 hours Monday — Friday. Time outside of normal business hours Monday— Friday, and time on Saturday and Sunday is billed at Overtime 1 Emergency Rates. 4. Onsite service calls carry a 4 -hour minimum per person; time over 4 hours is charged as 8 hours. Minimum charge for remote support is 2 hours. 5. Telstar is available 24 hours per day, 7 days a week to provide remote and onsite services as needed for your SCADA system. Onsite emergency calls carry a 4 -hour minimum. Labor Budgeted Not to exceed............................................................................................ $120,000.00 a. Telstar labor will be billed against this contract on a monthly basis and each invoice will show your remaining balance. A minimum of 25% of the contract value must be expended in FY 19119. The remaining balance of the contract up to 75% may be rolled over to the next fiscal year. b. This agreement provides you guaranteed response time for remote support within 2 to 4 hours of your call for service. c. This agreement provides you guaranteed response tine for normal on-site support within 24 hours of your call for service. Page 2 of 4 I a "%JT A R INSTRUMENTS d. This agreement provides you guaranteed response time for emergency on-site support within 8 hours of your call for service. e. All pricing is based on Telstar's standard Terms and Conditions. f. Telstar's quotation includes only those item s listed above. Requests for additions/deletions from our scope will require a change in the quoted price. g. We assume no responsibility for performance, appficability, start-up, testing, or acceptance of any equipment not furnished by Telstar under this proposal. Terms and Conditions will be per the Agreement for Professional Services that will be agreed upon and executed by all parties. Until then, Telstar's normal Terms and Conditions will apply. We look forward to working with you on this project. If you have any questions, please contact me at the phone number below. Sincerely, Suresh Patil. Telstar Instruments 916 646 1999 Not to exceed $120, 17i7fl Page 3 of 4 Exhibit C NOTE. The City of Lodi Is now using We online Insurance program PINS Advantage. Once you have been awarded a contract you will receive an email from the City's online insurance program requesdng you to forward the email to your insurance provider(s) to submit the mgylred Insurance documentation electronically Insurance Regtrir m_gngfor Most Contracts (hint censtructlon or rerrufrinrt„profess{, na I Ifablllty) Contractor shalt 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 and the results of that work by the Contractor, his agents, represen tative a, employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: Commercial General Liability (CGL); Insurance Services Ofoa 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 leas than $2,000,000 per occurrence. IF a general aggregate limit applies, either the general aggregate limit shall apply separately to this projectllocation (ISO CG 25 03 or 25 04) or the general aggregate 11milt shall be twice the required occurrence limit. Automobile Llabillty: ISO Form Number CA 00 01 covering any auto or if Contractor has no owned autos, then hired, and non - owned autos with limit no less than $1,000,000 per accident for bodily injury and property damage. Workers' Compensation: 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 far bodily injury or disease. other Iris ra n Ce ProvJa jo na: (a) Addflignaf N Ins d Statu The City of Lodi, its elected and appointed boards, commissions, Officers, agents, employees, and volunteers are to be covered as additional insureds on the CGL and auto policy with respect to Ilab 11ity arising out of work or operations performed by or on behalf of the Corttractor including materials, parts, or equipment fumishod in connection with such work c operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as IS Farm CG 20 10 1185 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38;@11d CG 20 371f a later edition is used (b) Primary and Nan -Con 'buts lnsur nee Enders me t The limits of Insurance coverage required may be satlsfied by a combination of primary and umbrella or excess Insurance. For any claims related to this contract; the Contractor's insurance coverage shall be primary coverage at least as broad as 150 CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. (c) Waiver of 5�brgga on Contractor hereby grants to City of Lodi a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Lodi by virtue of the payment of any loss under such insurance, Contractor agrees to abtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Lodi has received a waiver of subrogation endorsement from the insurer NOTE: (1) The street address of the CITY OF (_ODI must he shown along with (a) and (b) and (c) above: 221 West Pine Street, Lodi, Califomis, 95240; (2) The Insurance certif cote must state, on its face or as an endorsement, a description of the pCom that it is insuring. (d) S v rabill[ Interes C! s The tern "insured" is used severally and not collectively, but the inclusion herein of more than one insured shall not operate to increase the limit of the company's liability under the Contractors commercial general liability and automobile liability policies. (e) Notice aF C ncell01ion a Cha n as rn C ova ra aEndorsement This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such canceflalion or reduction in coverage to the Risk Manager, City of Loci, 221 West Pine St., Lodi, CA 95240, •..--....-,.,...ti.a.....�r._,.....:+vm�: ....ataYlR,.�..�e�..Cn.,.�.re...:.,-.,-�..y,..,��.n�.. Page 1 i of 2 pages i Risk: rev. 3/1/2018 M Conn 't f Co All policies shall be in effect on or before the first day of the Tenn of this Agreement. At least thirty (30) days prior to the expiration of each Insurance policy, Contractor shall fLmish a certlftcate(s) showing that a new or extended policy has been obtained which meets the minimum requirements of this Agreement. Contractor shall provide proof of continuing Insurance on at least an annual basis during the Term. If Contractor's insurance lapses or is discontinued for any reason, Contractor shall immediately notify the Clty and immediately obtain replacement insurance. Con t ractor agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide fora claims period following termination of coverage which is at least consistent with the claims period or statutes of 11mItolJons found 1n the Cal ifomia Tort Claims Act (Ca lifomia Govemment Code Section 810 at seq.). (g) Failure o Cpmpfy If Co ntra ctor fa ils or refuses to obtain and maintain the required insurance, or fails to provide proof of coverage, the City may obtain the insurance. Contractorshall reimburse the City for premiums paid, with interest c the premium paid by the City atthe maximum allowable iegaI rate then in effect in Califomia. The City shall notify Contractor of such payment of premiums within thirty (30) days of payment stating the amount paid, the names) of the insurer(s), and rate of interest. Contractor shall pay such reimbursement and interest on the first (1st) day of the month following the City's notice. Notwithstanding any other provision of this Agreement, if Contractor rails or refuses to obtain or maintain insurance as required by this agreement, or fails to provide proof of insurance, the City may terminate this Agreement upon such breach. Upon such termination, Contractor shall immediately cease use of the Site or facilities and commence and diligently pursue the removal of any and all of its personal property from the site or facilities. (h)erifr tin 9f Coveraqq Consultant shall fumish 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 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. Failure to exercise this right shall not constitute a waiver of the C$yrs right to exercise after the effective date. ti n 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, efaim 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. 0)nsuranc L#ml s Tha limits of insurance described herein shall not limit the liability of the Contractor and Contractor's afticens, employees, agents, representatives or subcontractors. Contractor's obligation to defend, indemnify and hold the City and its officers, officials, employees, agents and voiuniears harmless under the provislons of this paragraph is not iimited to a restricted by any requirement in the Agreement for Contractor to procure and maintain a policy of 1nsurence. (k) ub ontractors 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 (1) Qualified Insurgr(s) All insurance required by the terms of this Agreement must be provided by insurers licensed to do business in the State of California which are rated at least "A-, Vi" by the AM Beat Ratings Guide, and which are acceptable to the City. Non -admitted surplus lines carriers may be accepted provided they are included on the most recent list of California eligible surplus lines insurers (LESLI list) and otherwise meet City requirements. Page 2 1 of 2 pages Risk: rev 3/1/2018 AMENDMENT NO. 1 TELSTAR INSTRUMENTS PROFESSIONAL SERVICE5 AGREEMENT THIS AMENDMENT, made and entered this day of 4kwa bw, 2020, by and between the CITY OF LOpI, a municipal corporatlon (hereinafter "CITY"), and TELSTAR INSTRUMENTS, a California corporation (hereinafter called "CONTRACTOR"), WITNESSETH: 1, WHEREAS, CONTRACTOR and CITY entered Into the Professional Services Agreement on July 10, 2019 (the "Agreement"), attached hereto as Exhibit 1, respectively, and made a part hereof; and 2, WHEREAS, CITY requested to increase the fees under the agreement by $130,000, for a total not to exceed amount of $250,000, for Well 4R upgrades and supewlsory control and data acquisltfon system Instrumentation maintenance; and 3, WHEREAS, CONTRACTOR agrees to said amendments; and NOW, THEREFORE, the parties agree to amend the not to exceed amount under the Agreement and expand the scope of services as set north above. All other terms and conditions of the Agreement remain unchanged. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Amendment No, 1 on the date and year first above written. CITY of LODI, a municipal corporation Herein above called "CITY" By - Steve Schwabauer STEPHEN SCHWABAUER City Manager Attest JENNIFER CUSMIR r ' City Clerk Approved as to Form: Janice D. Magdich JANICE D. MAGDICH City Attorney jdm TELSTAR INSTRUMENTS a California corporation Hereinabove called "CONTRACTOR" By: TAMMY MISENHIMER Contract Administrator Exhibit R I T A P --cow I N S T R U M E N T S Exhibit 2 Contractor License #422364 CONTROL SYSTEM INTEGRATION • INSTRUMENTATION SALES & SERVICE SCADA • PLC/HMI • Telemetry - Calibration - Maintenance November 19, 2020 City of Lodi Sent via email: Andrew Richle Attn: Andrew Richle. Proj: City of Lodi SWTP & SCADA Subj: SCADA and Instrumentation Maintenance Ref: 35316 (2020-2021 Service Rates/Well4R Project Integration) Dear Andrew, Telstar Instruments is pleased to provide this quotation for SCADA and instrumentation maintenance services for the City of Lodi water and wastewater facilities. Services will be provided on a time and materials basis. The budget for the 2020-2021 year of the maintenance agreement is $250,000. Hourly rates for various categories of technicians, programmers, and engineers are provided herein. Anticipated scope items that will be provided under this SCADA and instrumentation maintenance services agreement follow. Anticipated Scope of Services Instrument Maintenance — calibration and troubleshooting for hydraulic and analytical instrumentation at the water and wastewater facilities. SCADA Maintenance — maintain backup SCADA computers and PLCs; apply Microsoft and Wonderware updates as applicable; evaluate system for deficiencies; address operations identified maintenance items. On-call Emergency Services — Telstar maintains 24/7 emergency Instrumentation and SCADA support for its customers. Provide as -needed emergency controls system support services for the water and wastewater facilities. Project Integration — provide SCADA integration services for various new and existing storm water, water, and wastewater facilities, as needed. Incorporate facilities into existing SCADA, communications, and PLC systems. Project Integration Well 4R — SCOPE OF SERVICES 1. Replace existing we114 PLC5 (obsolete) system with new Micrologix 1400/10 Allen Bradley PLC. 2. Provide new PLC backplane with PLC hardware. 1717 Solano Way, Unit 34, Concord, CA 94520 Phone 925-671-2888, Fax 925-671-9507 4017 Vista Park Court, Sacramento, CA 95834 Phone 916-646-1999, Fax 916-646-1096 202 South Douty Street, Hanford, CA 93230 Phone 559-584-7116, Fax 559-584-8028 Page 1 of 4 T 1%A R I N S T R U M E N T S 3. Program the Modbus Communication to scada System. 4. Program the existing Automation Direct C more HMI. 5. Configure existing Scada Pack PLC and scada functionality. Hardware and Software Budgeted for Scope ............................................. $64,510.00 Time and Material Rates, Normal Working Hours Rates are valid through June 30, 2021 Instrumentation Technician.............................................................................. $142.59/hr California Certified Electrician._ _ .................................... ............................... $148.39/hr PLC/SCADA Computer Programmer............................................................... $169.25/hr Senior PLC/SCADA Computer Programmer.................................................... $194.76/hr Senior Engineer (registered CA Professional Engineer) .................................. $204.03/hr Vehicle Usage/Fuel/Test Equipment/Tool charge..........................................$156.50/day Materials...................................................................................................... cost plus 15% Notes on Labor Rates: 1. Rates are valid through June 30, 2021. Rates will be increased on an annual basis for inflation / cost of living expenses. 2. Travel time is billed portal to portal at the above rates. 3. Overtime is anything after 8 hours Monday — Friday. Time outside of normal business hours Monday — Friday, and time on Saturday and Sunday is billed at Overtime / Emergency Rates. 4. Onsite service calls carry a 4 -hour minimum per person; time over 4 hours is charged as 8 hours. Minimum charge for remote support is 2 hours. 5. Telstar is available 24 hours per day, 7 days a week to provide remote and onsite services as needed for your SCADA system. Onsite emergency calls carry a 4 -hour minimum. LaborBudgeted Not to exceed............................................................................................ $250,000.00 CLARIFICATIONS EXCEPTIONS AND EXCLUSIONS a. Telstar labor will be billed against this contract on a monthly basis and each invoice will show your remaining balance. A minimum of 25% of the contract value must be expended in FY 20/21. The remaining balance of the contract up to 75% may be rolled over to the next fiscal year. b. This agreement provides you guaranteed response time for remote support within 2 to 4 hours of your call for service. c. This agreement provides you guaranteed response time for normal on-site support within 24 hours of your call for service. d. This agreement provides you guaranteed response time for emergency on-site support within 8 hours of your call for service. e. All pricing is based on Telstar's standard Terms and Conditions. f. Telstar's quotation includes only those items listed above. Requests for additions/deletions from our scope will require a change in the quoted price. Page 2 of 4 T'" QT 0/0- L.A.%.0 SAP- I N S T R U M E N T S g. We assume no responsibility for performance, applicability, start-up, testing, or acceptance of any equipment not furnished by Telstar under this proposal. TERMS AND CONDITIONS Base Terms: Quotation is valid for 30 days from above date. Our terms are due and payable 30 days from date of invoice. Payments must be made on a minimum of a monthly basis. If payment is not received by the 30th day, a .05% daily service charge (18-3/4% per annum) will be charged on all accounts past due. Attorney's fees, court costs and costs of collection will be paid to prevailing party. Permits and bonding are excluded unless otherwise noted herein. Our standard insurance applies unless agreed to in writing by Telstar Instruments. We accept no responsibility for consequential damages and our standard warranty applies. Please reference the above stated quote number in all correspondence and purchase orders, Unless otherwise noted, this quote is based on standard straight time hours and does not include any prevailing wage rates unless agreed in writing by Telstar Instruments. The price quoted herein is for the labor and materials specifically listed within the body of this quote. Service calls carry a 4 -hour minimum per person. Cancellation charges apply including engineering, labor, materials, quote and estimating time, markup, % of profit, return goods fees, etc. at the time of written cancellation notice to Telstar Instruments. Limitation of Liability: (a) In no event shall Telstar Instruments, its suppliers or subcontractors be liable for special, indirect, incidental or consequential damages, whether in contract, warranty, tort, negligence, strict liability or otherwise, including, but not limited to, loss of profits or revenue, loss of use of the Equipment or any associated equipment, cost of capital, cost of substitute equipment, facilities or services, downtime costs, delays, and claims of customers of the Purchaser or otherthird parties for any damages. Telstar Instruments liability for any claim whether in contract, warranty, tort, negligence, strict liability, or otherwise for any loss or damage arising out of, connected with, or resulting from this Agreement or the performance or breach thereof, or from the design, manufacture, sale, delivery, resale, repair, replacement, installation, technical direction of installation, inspection, operation or use of any equipment covered by or furnished under this Agreement, or from any services rendered in connection therewith, shall in no case exceed one-fourth (1/4) of the purchase price allocable to the Equipment or part thereof or Services which gives rise to the claim. (b) All causes of action against Telstar Instruments arising out of or relating to this Agreement or the performance or breach hereof shall expire unless brought within one year of the time of accrual thereof. (c) In no event, regardless of cause, shall Telstar Instruments be liable for penalties or penalty clauses of any description or for indemnification of Purchaser or others for costs, damages, or expenses arising out of or related to the Equipment and/Services. Force Majeure: Telstar Instruments shall neither be liable for loss, damage, detention or delay nor be deemed to be in default for failure to perform when prevented from doing so by causes beyond its reasonable control including but not limited to acts of war (declared or undeclared), Acts of God, fire, strike, labor difficulties, acts or omissions of any governmental authority or of Purchaser, compliance with government regulations, insurrection or riot, embargo, delays or shortages in transportation or inability to obtain necessary labor, materials, or manufacturing facilities from usual sources or from defects or delays In the performance of its suppliers or subcontractors due to any of the foregoing enumerated causes. In the event of delay due to any such cause, the date of delivery will be extended by period equal to the delay plus a reasonable time to resume production, and the price will be adjusted to compensate Telstar Instruments for such delay. Cancellation: Any order may be cancelled by Purchaser only upon prior written notice and payment of termination charges, including but not limited to, all costs identified to the order incurred prior to the effective date of notice of termination and all expenses incurred by Telstar Instruments attributable to the termination, plus a fixed sum of ten (10) percent of the final total price to compensate for disruption in scheduling, planned production and other indirect costs. Entire Agreement: This Agreement constitutes the entire agreement between Telstar Instruments and Purchaser. There are no agreements, understandings, restrictions, warranties, or representations between Telstar Instruments and Purchaser other than those set forth herein or herein provided. Bonding: Cost of Bonding is not included. Contact Telstar Instruments for a quote if bonding is required. Page 3 of 4 T TA P %.0 M a %. r4A I N S T R U M E N T S We look forward to working with you on this project. If you have any questions, please contact me at the phone number below. Sincerely, Suresh Patil. Telstar Instruments 916 6461999 Page 4 of 4 RESOLUTION NO. 2021-153 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT WITH TELSTAR INSTRUMENTS, OF CONCORD, FOR WELL 4R INTEGRATION AND SUPERVISORY CONTROL AND DATA ACQUISITION SYSTEM INSTRUMENTATION MAINTENANCE WHEREAS, the City owns and operates a number of water and wastewater facilities, including 28 groundwater wells, 16 stormwater lift stations, and 11 sewer lift stations; and WHEREAS, all of the facilities utilize a computer -monitored alarm, response, control, and data acquisition system commonly referred to as a Supervisory Control and Data Acquisition (SCADA) system; and WHEREAS, Amendment No. 2 will extend the term to June 30, 2022, while the not -to - exceed contract amount remains at $250,000, as the need for additional funding is not anticipated; and WHEREAS, staff recommends the City Council authorize the City Manager to execute Amendment No. 2 to the Professional Services Agreement with Telstar Instruments, for Well 4R integration and SCADA system instrumentation maintenance. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute Amendment No. 2 to the Professional Services Agreement with Telstar Instruments, of Concord, California, for Well 4R integration and SCADA system instrumentation maintenance, thereby extending the term of the agreement to June 30, 2022; and BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (Res. No. 2019-223), the City Attorney is hereby authorized to make minor revisions to the above -referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary. Dated: June 2, 2021 I hereby certify that Resolution No. 2021-153 was passed and adopted by the City Council of the City of Lodi in a regular meeting held June 2, 2021, by the following vote: AYES: COUNCIL MEMBERS — Chandler, Hothi, Khan, Kuehne, and Mayor Nakanishi NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — None ABSTAIN: COUNCIL MEMBERS — None t JENNI7FC USMIR City Clerk 2021-153