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Home My WebLink AboutAgenda Report - October 20, 2021 C-12AGENDA ITEM � - i • CITY OF LODI COUNCIL COMMUNICATION TM (2om 12 AGENDA TITLE: Adopt Resolution Rescinding Resolution No. 2021-153 and Authorizing City Manager to Execute Amendment No. 2 (Revised) to Professional Services Agreement with Telstar Instruments, of Concord, for Supervisory Control and Data Acquisition and Instrumentation Maintenance MEETING DATE: October 20, 2021 PREPARED BY: Public Works Director RECOMMENDED ACTION: Adopt resolution rescinding Resolution No. 2021-153 and authorizing City Manager to execute Amendment No. 2 (Revised) to Professional Services Agreement with Telstar Instruments, of Concord, for supervisory control and data acquisition and instrumentation maintenance. 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 SCADA 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. On June 2, 2021, Council adopted Resolution No. 2021-153 approving Amendment No. 2 to the Professional Services Agreement for Supervisory Control and Data Acquisition and Instrumentation Maintenance. After Council authorization, Telstar Instruments requested changes to the fee schedule and to some of the legal language of the Amendment. The requested revisions are acceptable to Staff and are approved by the City Attorney. All other terms and conditions remain the same. Amendment No. 2 (Revised), if approved, would extend the term through June 30, 2022. While the proposed fee schedule reflects an increase in hourly rates to account for inflation, the not -to - exceed contract amount remains at $250,000 as staff anticipates additional funding is not needed at this time. Staff recommends rescinding Resolution No. 2021-153 and authorizing City Manager to execute Amendment No. 2 (Revised) to Professional Services Agreement with Telstar Instruments, of Concord, for Supervisory Control and Data Acquisition and Instrumentation Maintenance. APPROVED: Steve Schwabauer Stephen Schwabauer, City Manager \\pwadc02\msc$\GROUP\ADMIN\Council\2021\10202021\Telstar\Telstar CC doc 10/5/2021 Adopt Resolution Rescinding Resolution No 2021-153 and 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 October 20, 2021 Page 2 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. The proposed fee schedule adjustment is not expected to impact the existing not -to -exceed amount. 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: $250,000 Andrew Keys Andrew Keys Deputy City Manager/Internal Services Director Prepared by Travis Kahrs, Water Plant Superintendent CES/TK/tw Attachment Signature: Q r xv�p Email: akeys@lodi.gov 0 --ow _ Charles E. Swimley, Jr. Public Works Director Signature: AM' Strur MI S&O PDT) Email: sschwabauer@lodi.gov \\pwadc02\msc$\GROUP\ADMIN\Council\2021\10202021\Telstar\Telstar CC doc 10/512021 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: 1. 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 30, 2022; and 3. WHEREAS, CONTRACTOR requests the Agreement be amended to incorporate Exhibit 3, attached herein and made a part hereof, in lieu of Exhibit 2 to Amendment No. 1; and 4. WHEREAS, the parties agree to the foregoing amendments. NOW, THEREFORE, the parties agree to amend the Agreement 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 Na TAMMY MISENHIMER Contract Administrator Exhibit 1 AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE 1 PARTIES AND PURPOSE Section 1.1 Parties THIS AGREEMENT is entered into orZtAb lQ 2019, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and TELSTAR INSTRUMENTS, a California corporation (hereinafter "CONTRACTOR"). Section 1.2 Purpase 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. Section 2.2 Time For Commencement and ComRletion 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 Meetings CONTRACTOR shall attend meetings as may be set forth in the Scope of Services. Section 2.4 Staffina 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 owrl 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 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 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_Responsibifty 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 Liabilit 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 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 Assi ns 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 of 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 5 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 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 Confidentiallty 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 Atop€icable 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 T 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 Authority 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: .�.. e�e .., .. Manager -clerk City APPROVED AS TO FORM: JANICE D. MAGDICH, City Attorney B. - - - - ` 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: 56052003.72450• 56052005.72450• 53053003.72450- 53053004.72450 53053005.72450 ' (Business Unit & Account No.) Doc ID:R:\GROUP\ADMIN\Councii\2019\05152019\TelstarlPSA.doc CA:Rev.01.2015 8 A T E TSTA R ^fes I N S T R U M E N T S 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. Prof: 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. 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 4— SCOPE OF SERVICES 1. Replace existing we114 PLC5 (obsolete) system with new Allen Bradley PLC. 2. Provide new PLC backplane with PLC hardware. 3. Configure existing PLC and scada functionality. 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 ■ TELSMAR"�r 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, 2020 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) .................................. $198.08/hr Vehicle Usage/FuelfTest Equipment/Tooi 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 I 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. Tefstar 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 19/19. 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. Page 2 of 4 IrELSTAR* INSTRUMENT S 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. g. We assume no responsibility for performance, applicability, start-up, testing, or acceptance of any equipment notfurnished 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 6461999 Not to exceed $120,000 Page 3 of 4 Exhibit C NOTE: The City of Lodl Is now using Me online Insurance program PINS Advantage. Once you have been awarded a contract you will receive an small from the City's online insurance program requesting you to forward the emaff to your insurance provider(s) to submit the required insurance documentation electronically Insurance Re uimments for M st on c lVot Construction Or rr ufrin rn slonal liablti Contractor 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 and the results of that work by the Contractor, his agents, representatives, employees or subcontractors. 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: 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. 3. 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 for bodily injury or disease. Other Insurance Provisions: (a) Additional Ngmad Insured Status 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 liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at teast as broad as ISO Form CG 20 10 1185 or if not available, through the addition of both CG 2010, CG 20 26, CG 20 33, or CG 20 38; AlLd CG 20 37 if a later edition is used (b) Primary and Nan-Conlributary Insurance Endorsement The limits of insurance coverage required may be satisfied 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 ISO 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 Contractors insurance and shall not contribute with it. (c) Waiver.g 3ut]raaalion 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 obtain any endorsementthat may be necessary to affect this waiverof 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 LOBI must be shown along with (a) and (b) and (c) above: 221 West Pine Street, Lodi, California, 95240; (2) The insurance certificate must state, on its face or as an endorsement, a description of therp oiect that it is insuring. (d)5,eveMbjlity ofin r t Cf use The term "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) No 02p a artrellabon or Change in Coverage_ Endorsement This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi; 221 West Pine St., Lodi, CA 95240. Page i I of 2 pages �� .�^ � -r ..�,��.�...._ -- -- . - - ' _ Risk: rev 3/1/2018 . M Contiguity of Overage All policies shall be in effect an or before the first day of the Term of this Agreement At least thirty (30) days prior to the expiration of each insurance policy, Contractor shall furnish a certificate(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 City and immediately obtain replacement insurance. Contractor agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for a claims period following termination of coverage which is at least consistent with the claims period or statutes of limitations found in the Califomia Tort Claims Act (Califomia Government Code Section 810 et seq.). (g) Fii!ure tctCOmofy If Contractorfails or refuses to obtain and maintain the required insurance, or fails to provide proof of coverage, the City may obtain the insurance. Contractor shall reimburse the City for premiums paid, with interest on the premium paid by the City at the maximum allowable legal rate then in effect in California. The City shall notify Contractor of such payment of premiums within thirty (30) days of payment stating the amount paid, the name(s) 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 falls 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 orfecilities. (h) Vg-dLipatign of Cove(-dqe 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 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 polices, including endorsements required by these specifications, at any time. Failure to exercise this right shall not constitute a waiver of the City's right to exemilse after the effective date. (i) Self-insured Retenti)r._s 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_ (j) Insuranee !_imus 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_ (k) 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 (1) gLualified Insurer 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 Best 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 Exhibit 1A AMENDMENT NO. 1 TELSTAR INSTRUMENTS PROFESSIONAL SERVICES AGREEMENT ` THIS AMENDMENT. made and entered this day of Wavember, 2020. byy? nd between the CITY OF LODI, a municipal corporation (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 supervisory control and data acquisition 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 forth 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" Steve Schwabauer By STEPHEN SCHWABAUER City Manager Attest - •- Wexj 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" TAMMY MISENHIMER Contract Administrator T Em, '. S T, #A A & R 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 o 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/Well 4R 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. AnticiDated Scone 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 Pagel of 4 A T r iL+ T" Q P '*P/o - !� L. Ii.. is i Is a '0' "k I N ST R U M E N TS 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. Labor Budgeted 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 A Tr" QL. &. %...i TAR= w A 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 A Tr1 eTA P'el'v 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 T r l T❑ R I "& A. U. - k -, N S T R U M E N T S [IExhibit 3 Contractor License #422364 Contractor DIR #1000000899 CONTROL SYSTEM INTEGRATION • INSTRUMENTATION SERVICES SCADA/AUTOMATION • PLC/HMI e ELECTRICAL • CALIBRATION a MAINTENANCE June 18, 2021 City of Lodi, Public Works Department 1331 S Ham Lane Lodi, CA 95242 Sent via Email: arichle@iodi.gov;tkahrs@lodi.gov Attn: Andrew Richle and Travis Kahrs Subject: City of Lodi PSA Amendment No. 2 2021-2022 SCADA and Instrumentation Maintenance Service Rates Reference: SR 30-35316 Dear Andrew and Travis, Telstar Instruments ("Telstar") is pleased to provide this quotation for the referenced project to the above identified purchaser ("Customer"), City of Lodi PSA Amendment No. 2, 2021-2022 SCADA and Instrumentation Maintenance Service Rates, for SCADA and instrumentation maintenance services for the Customer's water and wastewater facilities. Services will be provided on a time and materials basis. 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. By accepting this proposal from Telstar you agree to treat this as confidential information. ANTICIPATED SCOPE OF SERVI 1. Instrument Maintenance — calibration and troubleshooting for hydraulic and analytical instrumentation at the water and wastewater facilities. 2. SCADA Maintenance — maintain backup SCADA computers and PLCs; apply Microsoft and Wonderware updates as applicable; evaluate system for deficiencies; address operations identified maintenance items. 3. 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. 4. 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. 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 A TELf5TAP-e/o- 1 N S T R U M E N T S Contractor License #422364 Contractor DIR #1000000899 CONTROL SYSTEM INTEGRATION • INSTRUMENTATION SERVICES SCADA/AUTOMATION • PLC/HMI • ELECTRICAL • CALIBRATION • MAINTENANCE TIME AND MATERIALS RA InstrumentationTechnician......................................................................................................$146.87/hour California Certified Electrician..................................................................................................$152.84/hour PLC/SCADA Computer Programmer.........................................................................................$174.33/hour Senior PLC/SCADA Computer Programmer.............................................................................$200.60/hour Senior Engineer (registered CA Professional Engineer)...........................................................$210.15/hour Vehicle Usage/Fuel/Test Equipment/Tool charge.....................................................................$161.20/day MaterialsMarkup........................................................................................................................... Cost +15% CLARIFICATIONS, EXCEPTIONS, AND EXCLUSIONS a. Material price is valid for seven (7) days from date referenced on this quote (Refer to COVID clause RE: MATERIAL PRICING AND DELIVERY under Terms and Conditions) b. This quotation is based on the inclusion of Telstar's standard Terms and Conditions as part of any purchase order, contract or other agreement. c. Time and materials rates are valid through June 30, 2022. Rates will be increased on an annual basis for inflation / cost of living expenses. d. Technician billable time starts from point of origin and continues to time of return to Telstar office or point of origin. Travel time is billed as straight time. e. Overtime rate is applied for hours worked in excess of eight (8) hours up to and including twelve (12) hours Monday through Friday during normal business hours. Overtime is applied for hours worked up to and including twelve (12) hours on Saturday and up to and including eight (8) hours on Sunday. Double-time rate is applied for hours worked in excess of twelve (12) hours Monday -Saturday and for hours worked in excess of eight (8) hours on Sunday. Overtime rate will be billed at 1.5 times base rate and double-time will be billed at 2 times base rate. f. Onsite service calls carry a four (4) -hour minimum per person; time over four (4) hours is charged as eight (8) hours. Minimum charge for remote support is two (2) hours. g. Telstar is available twenty-four (24) hours per day, seven (7) days a week to provide remote and onsite services as needed for your SCADA system. Onsite emergency calls carry a four (4) -hour minimum. h. 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 21/22. The remaining balance of the contract up to 75% may be rolled over to the next fiscal year. i. This agreement provides you guaranteed response time for normal on-site support within twenty-four (24) hours of your call for service. j. This agreement provides you guaranteed response time for emergency on-site support within eight (8) hours of your call for service. k. This agreement provides you guaranteed response time for remote support within two (2) to four (4) hours of your call for service. I. Telstar's quotation includes only those items listed above. Requests for additions/deletions from our scope will require a change in the quoted price. m. We assume no responsibility for performance, applicability, start-up, testing, or acceptance of any equipment not furnished by Telstar under this proposal. Page 2 of 4 A T r 1TO *- - A T n i i n n r— N1 T q Contractor License #422364 Contractor DIR #1000000899 CONTROL SYSTEM INTEGRATION • INSTRUMENTATION SERVICES SCADA/AUTOMATION • PLC/HMI • ELECTRICAL • CALIBRATION • MAINTENANCE TERMS AND CONDITIONS Base Terms: Quotation is valid for 30 days from the date of Telstar's quotation. Payment is due and payable 30 days from date of invoice. 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. In the event of a dispute concerning payment, attorney's fees, court costs and costs of collection will be paid to the prevailing party. The cost for permits and bonding are excluded unless expressly referenced in Telstar's quotation. Our standard insurance applies unless agreed to in writing by Telstar. Telstar's standard one year parts only warranty applies to this quotation. All other warranties, express or implied, or referenced elsewhere in contract documents are excluded, including but not limited to implied warranties of merchantability or fitness for purpose. Unless expressly stated in Telstar's estimate, this quote is based on standard straight time hours and does not include any prevailing wage rates. The price quoted herein is for the labor and materials specifically listed within the body of this quote. Service calls are charged at a 4 -hour minimum per person, excluding travel time. Unless expressly stated in the quotation, training, operation and maintenance manuals, and preparation of as built drawings are excluded from Telstar's scope of work. Limitation of Liability: (a) In no event shall Telstar, 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 Customer, its officers, directors, members employees or any third parties for any damages. Telstar's 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 twenty-five percent (25%) of the purchase price allocable to the Equipment, part or Services that is the subject of 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 are deemed barred unless brought within one year from the date of discovery or other accrual. (c) In no event, regardless of cause, shall Telstar Instruments be liable for liquidated damages, offsets or penalties of any kind or to indemnify, defend or hold harmless Customer, its officers, directors, members, employees or any third party, arising from or related to the Equipment and/or Services provided by Telstar. Force Majeure: Telstar 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 Customer, 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: In the event of cancellation by Customer, Customer agrees to fully reimburse and compensate Telstar for all costs associated with this Quotation or subsequent order, including but not limited to engineering, labor, materials, quote and estimating time, and product return fees, plus a ten percent (10%) markup to compensate for disruption in scheduling, planned production, indirect costs and profit. Payment for cancellation shall be due within ten (10) days from the date of submission of charges by Telstar. Entire Agreement: This Quotation constitutes the entire agreement between Telstar and Customer. There are no agreements, understandings, restrictions, warranties, or representations between Telstar and Customer other than those set forth herein or herein provided. This Quotation may only be amended, changed or revised by a written 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 3 of 4 A -rr r 1 T ❑ P,04, Contractor License #422364 Contractor DIR #1000000899 CONTROL SYSTEM INTEGRATION - INSTRUMENTATION SERVICES SCADA/AUTOMATION - PLC/HMI - ELECTRICAL - CALIBRATION - MAINTENANCE amendment signed by an authorized representative of Telstar. No oral or implied agreements shall be of any force or affect. Precedence: In the event Telstar is issued an authorization for work, Purchase Order, Contract or similar Agreement with conflicting Terms and Conditions than those set forth herein, these Terms and Conditions will shall take precedence and shall supersede any and all other conflicting Terms and Conditions. Submittals: In the event Telstar receives a Notice to Proceed or a written statement to proceed with submittals, Telstar will be entitled to compensation based on percent of completion of submittal cost to Customer. Telstar will prepare only one set of submittals, and any resubmittals shall be subject to an additional charge for engineering time and other costs in preparing re -submittals. Prevailing Wages: Telstar relies upon Customer's representations as to whether this Project requires payment of prevailing wages. Customer agrees to defend, indemnify and hold Telstar harmless from and against any and all claims, actions and demands, including but not limited to payment of legal fees, fines, back pay, and any penalties or interest, associated with Customer's inaccurate representation of whether prevailing wages are required to be paid. TELSTAR'S COVID AND INDUSTRY CLAUSE RE: MATERIAL PRICING AND DELIVERY: Telstar is unable to hold prices on materials for more than 7 days. Prices for plastic, copper, steel, and other commodities fluctuate daily. Our vendors and manufacturers are experiencing unprecedented delays due to COVID-19 staffing, a shortage of containers, port congestion, and raw material shortages that have extended lead times significantly. Telstar reserves the right to amend the delivery date and the price of materials set forth in this quotation. Telstar considers any of the above related changes imposed by our vendors and manufacturers as outside its reasonable control and subject to Force Majeure provisions. 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 Page 4 of 4 RESOLUTION NO. 2021-281 A RESOLUTION OF THE LODI CITY COUNCIL RESCINDING RESOLUTION NO. 2021-153 AND AUTHORIZING THE CITY MANAGER TO EXECUTE REVISED AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT WITH TELSTAR INSTRUMENTS, OF CONCORD, FOR SUPERVISORY CONTROL AND DATA ACQUISITION SYSTEM AND INSTRUMENTATION MAINTENANCE WHEREAS, the City owns and operates a number of water and wastewater facilities, to include 28 groundwater wells, stormwater lift stations, and 11 sewer lift stations. All of the facilities utilize a computer -monitored alarm, response, control, and data acquisition system commonly referred to as SCADA; and WHEREAS, a Professional Services Agreement with Telstar Instruments, of Concord, was approved on June 19, 2019. Amendment No. 2 was originally approved on June 2, 2021, by adoption of Resolution No. 2021-153, and extended the term of the agreement to June 30, 2022, and increased the fees under the Agreement by $250,000, for a total not -to - exceed amount of $500,000, for SCADA and instrumentation maintenance; and WHEREAS, after Council authorization, Telstar Instruments requested changes to some of the legal language of the Amendment . The requested revisions are acceptable to staff and are approved by the City Attorney; and WHEREAS, staff recommends City Council rescind Resolution No. 2021-153 and authorize the City Manager to execute the revised Amendment No. 2 to the Professional Services Agreement with Telstar Instruments, for SCADA and instrumentation maintenance. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby rescind Resolution No. 2021-153 and authorize the City Manager to execute the revised Amendment No. 2 to the Professional Services Agreement with Telstar Instruments, of Concord, California, for SCADA and instrumentation maintenance, extending the term of the agreement through June 30, 2022; and EE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual i 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: October 20, 2021 ------------------------------------------------------------------------ ------------------------------------------------------------------------ I hereby certify that Resolution No. 2021-281 was passed and adopted by the City Council of the City of Lodi in a regular meeting held October 20, 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 JENNIF CUSMIR City Clerk 2021-281