CITY OF CAMARILLO
PROFESSIONAL SERVICES AGREEMENT
With
METERSYS, LLC
For
WT-5080, ADVANCED METERING INFRASTRUCTURE
PROJECT MANAGEMENT AND DESIGN SERVICES
CC Agreement No. 2022-152
Form Approved April 2021 i
TABLE OF CONTENTS
Page No.
Section 1. Term of Agreement. ............................................................................................. 1 Section 2. Scope and Performance of Services. ................................................................... 1 Section 3. Additional Services and Changes in Services. ..................................................... 2 Section 4. Familiarity with Services and Site. ........................................................................ 2 Section 5. Compensation and Payment. ............................................................................... 2 Section 6. Required Documentation Prior to Performance. ................................................... 3 Section 7. Time of Performance; Excusable Delays; Extensions. ......................................... 3 Section 8. Cooperation by City. ............................................................................................ 4 Section 9. Project Documents. .............................................................................................. 4 Section 10. Confidential Information; Release of Information. ................................................. 4 Section 11. Consultant’s Books and Records. ........................................................................ 5 Section 12. Status of Consultant. ............................................................................................ 5 Section 13. Compliance with Applicable Laws. ....................................................................... 6 Section 14. Unauthorized Aliens. ............................................................................................ 6 Section 15. Conflicts of Interest. ............................................................................................. 6 Section 16. Indemnification. .................................................................................................... 7 Section 17. Insurance. ............................................................................................................ 8 Section 18. Assignment. .........................................................................................................8 Section 19. Default; Limitations on Liability. ............................................................................ 9 Section 20. Termination of Agreement. ................................................................................... 9 Section 21. Notices. ................................................................................................................ 9 Section 22. General Provisions. ............................................................................................ 10
Exhibit A – Scope Of Services ................................................................................................ A-1 Exhibit B – Key Personnel & Compensation ........................................................................... B-1 Exhibit C – Insurance .............................................................................................................. C-1 CC Agreement No. 2022-152
Form Approved April 2021 1
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is effective as of June 22, 2022 (“Effective Date”), and is between the City of Camarillo, a California municipal corporation and general law city (“City”) and MeterSYS, LLC, a limited liability corporation (“Consultant”).
Section 1. Term of Agreement.
Subject to the provisions of Section 20 (Termination of Agreement), the term of this Agreement will be for a period commencing on the Effective Date and will terminate upon the completion of Consultant’s services.
Section 2. Scope and Performance of Services.
2.1 Consultant agrees to perform the services set forth in Exhibit A (Scope of Services), which is made a part of this Agreement.
2.2 Consultant will furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculations, and all other means whatsoever, except as otherwise expressly specified in this Agreement, necessary to perform the services required of Consultant under this Agreement.
2.3 Consultant’s designated representative(s) who are authorized to act on its behalf and to make all decisions in connection with the performance of services under this Agreement are listed in Exhibit B (Key Personnel & Compensation), which is made a part of this Agreement.
2.4 Consultant must make every reasonable effort to maintain the stability and continuity of Consultant’s key personnel and subcontractors, if any, listed in Exhibit B to perform the services required under this Agreement. Consultant must notify City and obtain City’s written approval with respect of any changes in key personnel prior to the performance of any services by replacement personnel.
2.5 Consultant must obtain City’s prior written approval before utilizing any subcontractors to perform any services under this Agreement. This written approval must include the identity of the subcontractor and the terms of compensation.
2.6 Consultant represents that it has the qualifications, experience and facilities necessary to properly perform the services required under this Agreement in a thorough, competent and professional manner. Consultant will at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described in this Agreement.
In meeting its obligations under this Agreement, Consultant must employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Consultant under this Agreement.
2.7 City may inspect and accept or reject any of Consultant’s work under this Agreement, either during performance or when completed. Acceptance of any of Consultant’s work by City will not constitute a waiver of any of the provisions of this Agreement.
2.8 The Consultant must maintain any work site in the City in a safe condition, free of hazards to persons and property resulting from its operations.
CC Agreement No. 2022-152
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Section 3. Additional Services and Changes in Services.
3.1Consultant will not be compensated for any services rendered in connection with its performance of this Agreement that are in addition to or outside of those set forth in the Scope of Services or otherwise required by this Agreement, unless such additional services are authorized in advance and in writing by City.
3.2 If Consultant believes that additional services are needed to complete the Scope of Services, Consultant will provide the City Manager with written notification describing the proposed additional services, the reasons for such services, and a detailed proposal regarding cost.
3.3 City may order changes to the Scope of Services, consisting of additions, deletions, or other revisions, and the compensation to be paid Consultant will be adjusted accordingly.
All such changes must be authorized in writing, and executed by Consultant and City. The cost or credit to City resulting from changes in the services will be determined by the written agreement between the parties.
Section 4. Familiarity with Services and Site.
4.1 By executing this Agreement, Consultant represents that Consultant:
(a) has thoroughly investigated and considered the Scope of Services to be performed;
(b) has carefully considered how the services should be performed; (c) understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement; and
(d) possesses all licenses required under local, state or federal law to perform the services contemplated by this Agreement, and will maintain all required licenses during the performance of this Agreement.
4.2 If services involve work upon any site, Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing its services.
Should Consultant discover any latent or unknown conditions that may materially affect the performance of services, Consultant will immediately inform City of such fact and will not proceed except at Consultant’s own risk until written instructions are received from City.
Section 5. Compensation and Payment.
5.1 Subject to any limitations set forth in this Agreement, City agrees to pay Consultant on the basis of the hourly rates and fees as specified in Exhibit B (Key Personnel & Compensation). The total compensation, including reimbursement for actual expenses, may not exceed the amount set forth in Exhibit B, unless additional compensation is approved in writing by City.
5.2 The use of subconsultants will not be considered a reimbursable expense, and such costs must be applied towards the approved budgeted amount.
5.3 Each month during the term of this Agreement, Consultant must furnish City with an original invoice for all services performed and expenses incurred during the preceding month in accordance with the fee schedule set forth in Exhibit B. The invoice must detail CC Agreement No. 2022-152
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charges by the following categories: labor (by subcategory), reimbursable costs, subcontractor contracts and miscellaneous expenses. The invoice must list, as applicable, the hours worked and hourly rates for each personnel category, the tasks performed, the percentage of the task completed during the billing period, the cumulative percentage completed for each task, and the total cost of the services. If applicable, the invoice must also provide a budget summary including the total amounts previously invoiced and paid, the current invoice amount and the budget remaining.
5.4 City will review each invoice submitted by Consultant to determine whether the work performed and expenses incurred are in compliance with this Agreement. In the event that no charges or expenses are disputed, the invoice will be approved and paid. In the event any charges or expenses are disputed by City, the invoice will be returned by City to Consultant for correction and resubmission.
5.5 Except as to any charges for work performed or expenses incurred by Consultant that are disputed by City, City will cause Consultant to be paid within 30 days of receipt of Consultant’s invoice.
5.6 Payment to Consultant for services performed under this Agreement may not be deemed to waive any defects in the services performed by Consultant, even if such defects were known to City at the time of payment.
5.7 City reserves the right to withhold future payment to Consultant if any aspect of the Consultant’s work is found substantially inadequate.
Section 6. Required Documentation Prior to Performance.
6.1 Consultant may not perform any services under this Agreement until:
(a) Consultant furnishes proof of insurance as required under Exhibit C; (b) Consultant provides City with a Taxpayer Identification Number; (c) Consultant obtains a City business tax certificate and license, if applicable, and provides proof of compliance; and
(d) City gives Consultant a written notice to proceed.
6.2 The City will have no obligation to pay for any services rendered by Consultant in advance of receiving written authorization to proceed, and Consultant acknowledges that any such services are at Consultant’s own risk.
Section 7. Time of Performance; Excusable Delays; Extensions.
7.1 Consultant must adhere to all schedules and deadlines set forth in this Agreement.
7.2 Consultant will not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Consultant.
Such causes include, but are not limited to, acts of God, acts of terrorism, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather.
7.3 If Consultant is delayed by any cause beyond Consultant’s control, City may grant, but is not required to, a time extension for the completion of services. If delay occurs, Consultant must notify City within 48 hours, in writing, of the cause and the extent of the delay and CC Agreement No. 2022-152
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how such delay interferes with Consultant’s performance of services.
Section 8. Cooperation by City.
All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the Scope of Services will be furnished to Consultant in every reasonable way to facilitate, without undue delay, the services to be performed under this Agreement.
Section 9. Project Documents.
9.1 All original computer programs, data, designs, drawings, files, maps, memoranda, models, notes, photographs, reports, studies, surveys and other documents (collectively, “Project Documents”) prepared, developed or discovered by Consultant in the course of providing services under this Agreement will become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of Consultant. Consultant will take such steps as are necessary to perfect or protect the ownership interest of City in such Project Documents. Upon completion, expiration or termination of this Agreement or upon request by City, Consultant must turn over to City all such original Project Documents in its possession; provided, however, that Consultant may retain copies of Project Documents. City acknowledges and agrees that use of Consultant’s completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at City’s own risk. If necessary, Consultant agrees to execute all appropriate documents to assign to City the copyright or intellectual property rights to the Project Documents created pursuant to this Agreement.
9.2 Except as necessary for the performance of services under this Agreement, no Project Documents prepared under this Agreement, will be released by Consultant to any other person or entity without City’s prior written approval.
Section 10. Confidential Information; Release of Information.
10.1 All information gained or work product produced by Consultant in performance of this Agreement will be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant may not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law.
10.2 Consultant, its officers, employees, or agents, may not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the services performed under this Agreement. Response to a subpoena or court order will not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena.
10.3 If Consultant, or any officer, employee, or agent of Consultant, provides any information or work product (including Project Documents) in violation of this Agreement, then City will have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant’s conduct.
10.4 Consultant must promptly notify City should Consultant, its officers, employees, or agents be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order CC Agreement No. 2022-152
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or subpoena from any party regarding this Agreement and the services performed under this Agreement. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite such response.
10.5 All media and press releases, including graphic display information, must be approved and distributed solely by City, unless otherwise agreed to in writing by City. All media interviews regarding the performance of services under this Agreement are prohibited unless expressly authorized by City.
Section 11. Consultant’s Books and Records.
11.1 Consultant must maintain all documents and records demonstrating or relating to Consultant’s performance of services under this Agreement, including ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures and disbursements charged to City under this Agreement. All financial documents or records must be maintained in accordance with generally accepted accounting principles and all other documents must be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Consultant under this Agreement. All such documents or records must be maintained for at least three years following the final payment under this Agreement.
11.2 Any and all records or documents required to be maintained by this section must be made available for inspection, audit and copying, at any time during regular business hours, upon written request by City or its designated representative. Copies of such documents or records must be provided directly to City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records must be made available at Consultant’s address indicated for receipt of notices in this Agreement.
11.3 Where City has reason to believe that any of the documents or records required to be maintained by this section may be lost or discarded due to dissolution or termination of Consultant’s business, City may, by written request, require that custody of such documents or records be given to a person or entity mutually agreed upon and that such documents and records thereafter be maintained by such person or entity at Consultant’s expense. Access to such documents and records must be granted to City, as well as to its successors-in-interest and authorized representatives.
Section 12. Status of Consultant.
12.1 Consultant is and will at all times remain a wholly independent contractor and not an officer or employee of City. Consultant has no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City.
12.2 The personnel performing the services under this Agreement on behalf of Consultant will at all times be under Consultant’s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, will have control over the conduct of Consultant or any of Consultant’s officers, employees or agents, except as provided in this Agreement. Consultant agrees that it will not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees CC Agreement No. 2022-152
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or agents are in any manner officials, officers, or employees of City.
12.3 Neither Consultant, nor any of Consultant’s officers, employees or agents, will obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim to any such rights or benefits.
Section 13. Compliance with Applicable Laws.
13.1 In General. Consultant must use the standard of care in its profession to keep itself informed of and comply with all federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement that apply to the services performed by Consultant.
13.2 Professional Licenses and Approvals. Consultant agrees that it will, at its sole cost and expense, obtain and maintain in effect at all times during the term of this Agreement any licenses, permits, insurance and approvals that are legally required for Consultant to practice its profession.
13.3 Employment Laws. Consultant agrees to comply with all applicable federal and state employment laws including those that relate to minimum hours and wages, occupational health and safety, and workers compensation insurance. Consultant further represents that it is an equal opportunity employer and in performing services under this Agreement agrees to comply with all applicable federal and state laws governing equal opportunity employment, and further agrees that it will not discriminate in the employment of persons to perform services under this Agreement on the basis of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, or sexual orientation of any such person, except as may be permitted by California Government Code section 12940.
Section 14. Unauthorized Aliens.
Consultant agrees to comply with all of the applicable provisions of the Federal Immigration and Nationality Act (8 U.S.C. § 1101 and following), as it may be amended, and further agrees not to employ unauthorized aliens as defined under the Act. Should Consultant employ any unauthorized aliens for the performance of any work or services covered by this Agreement, and should any liability or sanctions be imposed against City for the use of unauthorized aliens, Consultant agrees to reimburse City for the amount of all such liabilities or sanctions imposed, together with any and all related costs, including attorneys’ fees, incurred by City.
Section 15. Conflicts of Interest.
15.1 Consultant covenants that neither Consultant, nor any officer, principal or employee of its firm, has or will acquire any interest, directly or indirectly, that would conflict in any manner with the interests of City or that would in any way hinder Consultant’s performance of services under this Agreement. Consultant’s attention is directed to the conflict of interest rules applicable to governmental decision-making contained in the Political Reform Act (California Government Code Section 87100 and following) and its implementing regulations (California Code of Regulations, Title 2, Section 18700 and following), and California Government Code section 1090.
15.2 Consultant covenants that neither Consultant, nor any officer, principal or employee of its firm will make, participate in the making, or in any way attempt to use the position of Consultant to influence any decision of the City in which Consultant knows or has reason CC Agreement No. 2022-152
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to know that Consultant, or any officer, principal or employee of Consultant has any of the financial interests listed in Government Code section 87103.
15.3 If Consultant discovers that it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant must promptly disclose the relationship to City and take such action as City may direct to remedy the conflict.
15.4 City understands and acknowledges that Consultant is, as of the Effective Date, independently involved in the performance of non-related services for other governmental agencies and private parties. Consultant represents that, except as otherwise disclosed to City, it is unaware of any stated position of City relative to these projects. Any future position of City on these projects will not be considered a conflict of interest for purposes of this section.
Section 16. Indemnification.
16.1 Consultant agrees that it will, to the fullest extent permitted by law, defend, indemnify, and hold harmless City from all Services Claims and Operations Claims (each defined below) related to the performance by Consultant of this Agreement as provided in this section.
Consultant acknowledges that City would not enter into this Agreement in the absence of Consultant’s commitment to defend, indemnify, and hold harmless City as set forth in this section.
16.2 For the purposes of this section, “City” includes City’s officers, officials, employees, agents and volunteers, and “Consultant” includes Consultant’s officers, officials, employees, agents and subcontractors and any other persons for whom Consultant is legally responsible.
16.3 With respect to the performance of professional services under this Agreement where the law establishes a professional standard of care for such services, Consultant agrees to indemnify, and hold harmless City from and against all liabilities, damages, losses, and costs, including but not limited to reimbursement of reasonable attorney's fees and all other costs of defense, to the extent caused by the negligence, recklessness, or willful misconduct of Consultant (collectively, “Services Claims”).
16.4 With respect to the acts and operations of Consultant under this Agreement other than the performance of professional services, Consultant agrees to defend, indemnify, and hold harmless City from and against any and all claims, liabilities, damages, losses, and costs, including but not limited to reasonable attorney's fees and all other costs of defense, to the extent caused, in whole or in part, by the negligence, recklessness, or willful misconduct of Consultant, and excepting only those claims, damages, liabilities, losses, and costs caused by City’s sole negligence or willful misconduct (collectively, “Operations Claims”).
16.5 Consultant must notify City within five days of receipt of notice of any Operations Claims or Services Claims made or legal action initiated that arises out of or pertains to Consultant’s performance of services under this Agreement.
16.6 Consultant’s duty to defend Operations Claims is a separate and distinct obligation from Consultant’s duty to indemnify City for any Operations Claims. With respect to Operations Claims, Consultant is obligated to defend City in all legal, equitable, administrative, or special proceedings, with counsel reasonably approved by City, immediately upon tender to Consultant of an Operations Claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that CC Agreement No. 2022-152
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persons other than Consultant are responsible for the Operations Claim does not relieve Consultant from its separate and distinct obligation to defend under this section. The obligation to defend extends through final judgment, including exhaustion of any appeals.
16.7 Consultant agrees that settlement of any Operations or Services Claim against City requires the consent of City. City agrees that its consent will not be unreasonably withheld provided that Consultant is financially able (based on demonstrated assets including insurance) to fulfill its obligation to indemnify City for the costs of any such settlement as required under this Agreement.
16.8 The insurance required to be maintained by Consultant under this Agreement is intended to ensure Consultant’s obligations under this section, but the limits of such insurance do not limit the liability of Consultant.
16.9 Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity obligations from others as required, Consultant will be fully responsible for all obligations under this section. City’s failure to monitor compliance with this requirement imposes no additional obligations on City and will in no way act as a waiver of any rights under this Agreement.
16.10 The parties acknowledge and agree that design professionals are required to defend and indemnify the City only to the extent permitted by Civil Code section 2782.8, which allows for claims only to the extent that they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional, and also places limitations on the costs of defense that may be charged to a design professional. The term "design professional,” is defined in Section 2782.8, and includes licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors and the business entities that offer such services in accordance with the applicable provisions of the Business and Professions Code. The parties further acknowledge and agree that the provisions of this Section 16 are to be interpreted and applied to the fullest extent permitted by Civil Code section 2782.8.
16.11 The provisions of this section will survive the expiration or earlier termination of this Agreement in accordance with the applicable provisions of Exhibit C (Insurance).
Section 17. Insurance.
Consultant agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance coverages listed in Exhibit C (Insurance), which is made a part of this Agreement.
All insurance policies are subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager or City Attorney.
Section 18. Assignment.
The expertise and experience of Consultant are material considerations for this Agreement. City has an interest in the qualifications of and capability of the persons and entities that will fulfill the duties and obligations imposed upon Consultant under this Agreement. In recognition of that interest, Consultant may not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Consultant’s duties or obligations under this Agreement without the prior written consent of City, which may be withheld in the City’s sole discretion. Any attempted assignment will be null and void, and will constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including summary termination of this Agreement.
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Section 19. Default; Limitations on Liability.
19.1In the event that Consultant is in default under the terms of this Agreement, City will have no obligation or duty to continue compensating Consultant for any services performed after City provides written notice to Consultant of such default.
19.2 Consultant agrees that no City official, officer, employee or agent will be personally liable to Consultant in the event of any default or breach of City, or for any amount which may become due to Consultant, or for any obligations directly or indirectly incurred under this Agreement.
19.3 City’s liability under this Agreement is limited to payment of Consultant in accordance with the terms of this Agreement and excludes any liability whatsoever for consequential or indirect damages even if such damages are foreseeable.
Section 20. Termination of Agreement.
20.1 City may terminate this Agreement, with or without cause, at any time by written notice of termination to Consultant. In the event such notice is given, Consultant must cease immediately all work and services in progress.
20.2 Consultant may terminate this Agreement at any time upon 30 days’ prior written notice of termination to City.
20.3 Upon termination of this Agreement by either Consultant or City, all property belonging to City that is in Consultant’s possession must be returned to City. Consultant must promptly deliver to City a final invoice for all outstanding services performed and expenses incurred by Consultant as of the date of termination. Compensation for work in progress not based on an hourly rate will be prorated based on the percentage of work completed as of the date of termination.
20.4 Consultant acknowledges City’s rights to terminate this Agreement as provided in this section, and hereby waives any and all claims for damages that might otherwise arise from City’s termination of this Agreement.
Section 21. Notices.
21.1 All written notices required or permitted to be given under this Agreement will be deemed made when received by the other party at its respective address as follows:
To City:
City of Camarillo
601 Carmen Drive
Camarillo, CA 93010
Attention: James Campero
Tel. (805) 388-5340
Fax (805) 388-5387
E-Mail [email protected]
To Consultant:
MeterSYS, LLC
PO Box 28653
Raleigh, NC 27611
Attention: Andy Honeycutt
Tel. (910) 690-7734
Fax (336) 790-5510
E-Mail [email protected]
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21.2 Notice will be deemed effective on the date personally delivered or electronically transmitted by facsimile. If the notice is mailed, notice will be deemed given three days after deposit of the same in the custody of the United States Postal Service, postage prepaid, for first class delivery, or upon delivery if using a major courier service with tracking capabilities.
21.3 Any party may change its notice information by giving notice to the other party in compliance with this section.
Section 22. General Provisions.
22.1 Authority to Execute; Counterparts. Each party represents and warrants that all necessary action has been taken by such party to authorize the undersigned to execute this Agreement and to bind it to the performance of its obligations hereunder. This Agreement may be executed in several counterparts, each of which will constitute one and the same instrument and will become binding upon the parties when at least one copy has been signed by both parties.
22.2 Entire Agreement. This Agreement, including the attached Exhibits A through C, is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed in this Agreement and supersedes all other agreements or understandings, whether oral or written, between Consultant and City prior to the execution of this Agreement.
22.3 Binding Effect. This Agreement is binding upon the heirs, executors, administrators, successors and assigns of the parties.
22.4 Modification of Agreement. No amendment to or modification of this Agreement will be valid unless made in writing and approved by Consultant and by the City Council or City Manager, as applicable. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver will be void.
22.5 Electronic Signatures; Counterparts. This Agreement and any amendment will be considered executed when the signature page of a party is delivered by electronic transmission. Such electronic signatures will have the same effect as an original signature. This Agreement may be executed in multiple counterparts.
22.6 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement will not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement will not constitute a waiver of any other provision, or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any services by Consultant will not constitute a waiver of any of the provisions of this Agreement.
22.7 Interpretation. This Agreement will be interpreted, construed and governed according to the laws of the State of California. Each party has had the opportunity to review this Agreement with legal counsel. The Agreement will be construed simply, as a whole, and in accordance with its fair meaning. It will not be interpreted strictly for or against either party.
22.8 Severability. If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement will not be affected and the Agreement will be read CC Agreement No. 2022-152
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and construed without the invalid, void or unenforceable provision.
22.9 Venue. In the event of litigation between the parties, venue will be exclusively in a state court in the County of Ventura.
THE UNDERSIGNED AUTHORIZED REPRESENTATIVES OF the parties hereby execute this Agreement as follows:
CITY OF CAMARILLO
_________________________________
Greg Ramirez, City Manager
ATTEST:
_________________________________
Kristy Buxkemper, City Clerk
METERSYS, LLC, a limited liability corporation
_________________________________
Andy Honeycutt, President
_________________________________
Lauren Brown, Vice President
Camarillo Business Tax Certificated No. __046739______ / Expiration Date _04/30/2023_ CC Agreement No. 2022-152
Form Approved April 2021 A-1
EXHIBIT A
SCOPE OF SERVICES
[Attached]
CC Agreement No. 2022-152
PHASE 1 SCOPE OF SERVICES
City of Camarillo
Phase 1– AMI Bid Package and Construction Contract Award: Overview Under this engagement, MeterSYS will work with the City and stakeholders to develop a Bid Package that meets the needs of the City through a Public Contract Code lowest bid procurement process building from the findings of the Advanced Metering Infrastructure (AMI) Pilot Program. As a partner to the City through this scope of work, MeterSYS will organize the project team, conduct a Discovery phase that will help in building proper specifications, establish an internal and external communications strategy, development the AMI Bid Package, and work with the City to award the construction contract.
A major component of successful procurement is the involvement of all departments that will be responsible for utilizing and maintaining the AMI system. Metering technology contributes to each step of the billing, customer service, water operations, and asset management process. MeterSYS will coordinate through the City’s Project Manager with each Division during development of the Specifications, as each Division is a contributing stakeholder to the successful implementation. MeterSYS will utilize user-friendly program management applications (Zoho / Sharepoint) for Team collaboration along with PowerBI for data validation and presentation.
To highlight value of the investment, MeterSYS will work with City staff to comprehensively communicate the benefits of AMI, the expected results of the program, the advantages to customer engagement, and the enhancements of operational efficiencies through automation. Through this scope of work, we will:
•Develop Requirements
•Assess opportunities to leverage AMI for business
operations
•Plan proper integration of systems and applications
(software)
•Develop meter specifications aligned with City standards •Establish contract criteria for installation and quality controls
•Establish proper meter data management standards
supportive of a highly performing customer portal
•Draft Bid Package and obtain authorization to bid
•Represent City interests for proposer communications,
pre-bid meetings, bid assistance, post bid opening
support, and assistance obtaining final authorization to award
Figure 1: MeterSYS Technical Capabilities
EXHIBIT A
CC Agreement No. 2022-152
Milestone 1: Current Operational Assessment/Pilot Evaluation Preparation of Bid Package involves many aspects of current state operational analysis including:
•Collection and analysis of data originating from Finance, City Billing, Customer Service, Metering, Water Distribution, Water Production, GIS/Asset Management/Work Order Management (WOM), HR/Resource Management, IT, Community Relations, and Organizational Leadership. •Service Provider network design analysis for companies having participated in the City’s AMI Pilot. •Policy and Ordinance implications, business process benefits, and customer service enhancements provided in a future state analysis using AMI as the technology foundation for operational change. •Software and systems analysis and anticipated process flows considering billing systems interfacing, WOM integration, and asset management benefits through data management and sharing with GIS/ESRI systems.
•Organizational Change Management (OCM) Planning to ensure the technology is leveraged and the data applied to all relevant business units and workflows.
The Change Management Plan that MeterSYS will provide will identify and recommend training and staffing needs to ensure the organization is structured to best accommodate the AMI system and ensure the sustainability of the City’s investment through necessary maintenance and management roles. Focus will be given to the application of system data and workflow automation.
In this phase, MeterSYS will be responsible for the following key tasks and activities:
Document City’s current state business processes. We will leverage any previously compiled as applicable and work closely with staff through interviews, jobs shadowing, and work sessions to understand and capture current state operations.
Conduct an Organizational Readiness and Gap Analysis in advance of the project commencement will allow for proper resource planning.
Evaluate data quality within the Customer Information System (CIS) and determine interfacing requirements for AMI and Utility operations.
Support the City in configuration and enhancements of the WaterSmart customer engagement platform and support the identification of benefits aligned with grant programs that may be available to the City. Work with the City Procurement and California Department of Industrial Relations (DIR) in identifying opportunities for a special determination of wages for the meter installation portion of the project. Establish recommendations for process adjustments, including workflows and automation preparing ahead of implementation.
The documentation of future state business processes will be developed in collaboration with the City project team to incorporate user perspectives and allow for creative problem solving. The experienced team at MeterSYS will coach the City on what to expect from the AMI system and will help build creativity into using the system to apply data and automation intentionally and with consideration for creating an ideal future state environment and organization.
Milestone 2: Bid Package Development
MeterSYS will provide professional oversight and technical assistance for development of the specific requirements consistent with the Public Contract Code of California with a goal of yielding optimal operational and financial value from AMI for both staff and City customers. The overall objective within this milestone would be to further refine the design requirements and operational goals for customers served and position the City to CC Agreement No. 2022-152
bid the project for full City-wide deployment utilizing the specifications of Neptune and/or Sensus AMI technologies as established during the Pilot Program.
MeterSYS project team members will work diligently with City staff to identify requirements for the Bid Package draft that feed broad City goals for resource management and conservation, enhanced customer service, and operational efficiency gains while replacing infrastructure that has met or exceeded useful life.
The project team will be supported by MeterSYS for the following activities:
MeterSYS will provide the City with supporting services in execution of the Public Code Contract process incorporating into the specifications a weighted evaluation of the services and technology features required and desired by the Water Division staff and compliant with the City of Camarillo procurement requirements. We will refine the Specifications through in-person or virtual work sessions with the City team.
AMI Network: As part of our analysis and program support, we will work with Service Providers to assemble a detailed propagation analysis packet specific to their system’s range that includes service locations and network sites that will be included in the Bid Package.
System Head-End Control Computer and Software: As the City contemplates licensing and hosting of AMI software as part of the Bid Package development process, we will work with City IT to evaluate the key components of licensing and hosting within the solicitation. Most end user license agreements contain detailed language defining long-term support costs, performance standards, version updates, and support response times that will be fully evaluated as part of requirements development for the Bid Package.
Business Continuity Protections: MeterSYS will work with City IT resources to coordinate the effective protections through specific requirements for business continuity within the data management environments using a fault tolerant architecture as well as disaster recover through daily system and database backups stored both on-site and at a secure off-site facility.
Data Management, Governance, and Security: MeterSYS will work with City technology specialists to establish organizational quality standards for information architecture and data management to ensure applications and analytics utilized by the City are reliable, consistent, and scalable. MeterSYS will work with the City and the IT Department in evaluations through solution selection to protect the City’s interests in maintaining the highest level of network and data security with the Service Provider.
Meter Installation Planning: MeterSYS will work with the City of Camarillo to develop specifications for proper field installations using defined and tested protocols aligned with field tools for proper data management.
Through proper planning and detailed specifications, the procurement process will help mitigate risks associated with field installation, including customer-based complaints and data quality concerns.
Ancillary Project Components: Through our project team, including subcontractor SMEs in engineering, MeterSYS will coordinate with the City Department to identify any ancillary components of the capital project that should be associated with the AMI solicitation. Beyond meters, the City may contemplate standardization or improvements to meter boxes, setters, valves, hydrants, distribution pressure monitoring, distribution leak detection, District Metering Areas, and other related City infrastructure operations.
The specifications will be reviewed at 60%, 90%, and 100% intervals to ensure proper progression of final bid package design.
CC Agreement No. 2022-152
Preparation of Final Solicitation Documents: We fully subscribe to an inclusive solicitation process and encourage innovation in Service Provider responses. Solution procurement for the City will be successful through utilizing the requirements planning and bid solicitation experiences of MeterSYS with a defined and targeted plan of work. The City will benefit from proper specifications development, transparent and compliant procurement actions, broad understanding and support of the technology, and direct market feedback to MeterSYS estimates (cost validation).
As a component of this phase of the process, MeterSYS will provide solicitation support services including development of detailed specifications for the Bid Package, management of Service Provider communications and outreach, facilitation of site visits and managing the pre-bid meeting. MeterSYS will operate as an extension of Division staff with objectives to minimize staff resource requirements while remaining inclusive throughout the process.
MeterSYS will provide the City with the best value approach incorporating into the specifications a weighted evaluation of the services and technology features required and desired by the Water Division staff and compliant with the City of Camarillo procurement requirements.
We will refine the Specifications through in-person or virtual work sessions with the City team.
Milestone 3: Procurement Support and Technical Advisory Services Solution procurement for the City will be successful through utilizing the requirements planning and bid solicitation experiences of MeterSYS with a defined and targeted plan of work.
Common Goals for AMI Solution Selection
MeterSYS project team members will work diligently with City staff to identify requirements for the Bid Package draft that feed broad City goals for resource management and conservation, enhanced customer service, and operational efficiency gains while replacing infrastructure that has met or exceeded useful life.
The actions of this step are to validate responses against the City objectives for:
•Professional Services (Program Management and Engineering, IT Services, Installation Services) •Hardware (Collectors, Water Meters, Radio Endpoints, Remote Disconnect, Leak Sensor, IoT) •Software (Licensing, Servers, Storage, etc.)
•Annual Maintenance and Support
Section 1: Approach
MeterSYS shall perform the following services for the benefit of the City:
I. Project Management: MeterSYS shall establish a program management platform for team utilization and progression tracking as well as develop a comprehensive internal/external communications plan supporting each stage of AMI planning. Program setup involves:
Establish project charter
Finalize project plan
Conduct AMI procurement kickoff (onsite if authorized) Develop and issue information request
Development communications strategy and content for internal/external audiences Establish bi-weekly team progression meetings and monthly summary activities report CC Agreement No. 2022-152
Discovery and Systems/Infrastructure Planning:
II. Milestone 1 - Data Gathering, Current Operational Assessment, Pilot Performance Review – MeterSYS shall evaluate current metering and billing operational procedures and performance, review metering and billing policies and ordinances, analyze staff resource key responsibilities, and establish an internal/external communications plan. Actions include:
Review of AMI pilot design and performance data
Collection and analysis of data originating from Finance, City Billing, Customer Service Metering, Water Distribution, Water Production, GIS/Asset Management/Work Order Management, HR/Resource Management, IT, Community Relations, and Organizational Leadership.
Service Providers network design planning and analysis. Policy and Ordinance implications, business process benefits, and customer service enhancements provided in a future state analysis using AMI as the technology foundation for operational change. Software and systems analysis and anticipated process flows considering billing systems interfacing, WOM integration, and asset management benefits through data management and sharing with GIS/ESRI systems.
WaterSmart Professional Services
Recognizing the significant investment, the City has made in the WaterSmart platform, it is important to take full advantage of the software and its capabilities. MeterSYS is very familiar with WaterSmart and will provide full support services throughout its implementation. MeterSYS will assist the City with enhancement of the WaterSmart portal to ensure the City is optimizing the platform to its fullest extent.
MeterSYS will provide configuration and implementation support services to ensure this tool is well applied.
Utilizing the data to identify issues that drive customer outreach and setting the proper protocol and parameters for the customer engagement is critical to the success of the portal. MeterSYS will ensuring the proper configurations are in place, test and validate those configurations, and document the settings to assist with future onboarding. Once implemented, MeterSYS will provide training services to assist City staff with the successful roll out of the platform.
Alerts and Notifications
WaterSmart provides alert notifications to customers of potential high volume or continuous use leaks. The customer may have reached a self-selected consumption threshold or is being informed before the end of the billing cycle that they are likely to have high water use on their upcoming bill. AMI further enables threshold notifications and leak alerts, though they are also available for non-AMI customers. Alerts can be sent through multiple channels— email, SMS text message, or automated voice call. MeterSYS will work with the City to configure the leak alert thresholds, plan out the approach to notify customers, and to develop Standard Operating Procedures (SOPs) and templates to support customer engagement as part of a well-designed strategy.
Additionally, support on content creation, specifically key messaging, and templates that staff can apply as needed, will be part of the services offered. Sharing best practices and working with the City to provide drafts of collateral for common scenarios will help save staff time. Finally, developing Key Performance Indicators (KPIs) will help track the success of outreach initiatives.
CC Agreement No. 2022-152
Data Validation and Management
MeterSYS will revisit the interfaces built and files feeding the portal. Care will be given to map out all interfaces to ensure data integrity is maintained and account and bill presentment information is correct.
Focus will be on identifying any timing considerations and dependencies between the interface files for further validation and discussion with City staff as needed.
Feature Adoption: Group Messenger & List Builder
When used well, Group Messenger is a module within the Utility Analytics Dashboard that allows rapid delivery of targeted, timely, and topical messages to groups of customers. The integrated ‘Lists’ tool allows the Utility to create a custom list of accounts to analyze or communicate with. Group Messenger supports multiple communication channels, including email, SMS text, and automated voice. MeterSYS will help the City leverage these features and support the development of templates and SOPs for customer contact, as well as facilitate City utilization of data from customer (email addresses, notification preference, common questions) are fed back to proper staff for incorporation into operations.
Bureau of Reclamation AMI Conservation Supporting Basis MeterSYS will provide technical analysis and support of the City’s submission of the WaterSMART funding grant application to the Bureau of Reclamation to support implementation of the AMI project. These efforts will include:
Work with the Project Team to coordinate a pre-technical meeting to review the planned key elements of the Technical Proposal, address any initial needed clarifications or refinement of approach.
Identify the City’s current state operational business processes aligned with grant objectives Determine specific actions the City may take to meet the requirements of quantifiable water savings and sustainability benefits of AMI.
Model non-revenue water loss and identify measurable opportunities for water conservation including other sensors and measurements connected to the AMI network Address irrigation and other non-domestic water uses and opportunities for conservation Identify energy efficiencies to be achieved through the proposed project Draft, in cooperation with the City grant response team, technical content for purposes of describing in detail the benefit of the project and how the evaluation criterion will be maximized with checkpoints at 60%, 90%, and 100% deliverable points. Identify and apply specific performance measures to track the benefit outcomes of the project Support the development of the project budget including the funding plan, budget proposal, and budget narrative
III. Milestone 2 - Development of Detailed Requirements and Finalize Bid Package - MeterSYS shall coordinate with City staff for development of the bid package in accordance with City procurement standards.
MeterSYS will develop a bid package outlining the specific AMI requirements with a goal of yielding optimal operational and financial value from AMI for both staff and City customers. Draft Bid Package and obtain authorization to bid based on comprehensive content including:
Equipment lead times
Warranty
Responder qualifications and references
CC Agreement No. 2022-152
Hardware (meter, radio, network, and installation) requirements Program implementation approach and project team
Systems and applications (software) functionalities
Quality controls/risk management
Systems integration planning approach
Installation and field data management
Other systems integrations- Work Order Management, Asset Management, GIS Preparation of solicitation documents
AMI Network: MeterSYS will assemble a detailed propagation analysis packet that includes service locations and network site plans that will be included in the Bid Package document. System Head-End Control Computer and Software: MeterSYS will work with City IT to evaluate the key components of licensing and hosting within the solicitation. Most end user license agreements contain detailed language defining long-term support costs, performance standards, version updates, and support response times that will be fully evaluated as part of requirements development for the Bid Package.
Business Continuity Protections: MeterSYS will work with City IT resources to coordinate the effective protections through specific requirements for business continuity within the data management environments using a fault tolerant architecture as well as disaster recovery through daily system and database backups stored both on-site and at a secure off-site facility. Data Management, Governance, and Security: MeterSYS will work with City technology specialists to establish organizational quality standards for information architecture and data management to ensure applications and analytics utilized by the City are reliable, consistent, and scalable. MeterSYS will work with the City and the IT Department in evaluations through solution selection to protect the City’s interests in maintaining the highest level of network and data security with the chosen Service Provider.
Meter Installation Planning: MeterSYS will work with the City to develop specifications for proper field installations using defined and tested protocols aligned with field tools for proper data management.
Ancillary Project Components: MeterSYS will coordinate with the City to identify any ancillary components of the capital project that should be associated with the AMI solicitation. Beyond meters, the City may contemplate standardization or improvements to meter boxes, setters, valves, hydrants, distribution pressure monitoring, distribution leak detection, District Metering Areas, and other related City infrastructure operations.
IV. Milestone 3: Procurement Support and Technical Advisory Services- MeterSYS shall assist with establishing and issuing the Bid Package for metering technology and providing procurement support through Services Provider and Contractor due diligence, and Service Provider and Contractor rankings and interviews.
MeterSYS will provide solicitation support services, management of Service Provider communications and outreach, facilitation of site visits and managing the pre-bid meeting.
MeterSYS will operate as an extension of City staff with objectives to minimize staff resource requirements while remaining inclusive throughout the process. MeterSYS will provide the City a weighted evaluation of the services and technology features required and desired by the City and compliant with the City procurement requirements. MeterSYS will tailor the MeterSYS Procurement Workbook according to the preferences of the City and further refine through in-person or virtual work sessions with the collective team.
CC Agreement No. 2022-152
Table 1. Procurement Program Summary
Key Activity Activity Description Project Deliverables
1.1 Project
Management and
Administration
Establish project charter, project
plan, schedule, and conduct AMI
procurement kickoff; develop and
issue information request
• Integrated Project Plan
• Project Management Portal
Setup
• Project Charter
• Bi-weekly meetings
• Progression Reporting
1.2 Communications Organize AMI Communications
Team and develop strategic
milestones for internal and external
communications
• Communications Strategy for
Internal/External Audiences
• Collateral Material for
Customer Information
• AMI/Water Conservation
Value Outreach
1.3 Systems and
Infrastructure
Planning
Quality Analysis with Current/Future
State Interface Topologies; Privacy
Security Standards Drafting; Meter
and Network Design Requirements;
WaterSmart Customer Portal
Configuration and Implementation
Support Services
• IT Data Quality Report
• Systems Topology Plan
• WaterSmart Optimization Plan
• Equipment Requirements
• AMI Pilot Analysis Executive
Summary
• Bureau of Reclamation Grant
Application Technical Package
1.4 AMI Solution
Technical
Requirements
Development-
Procurement
Bid Package Development and
Issuance
• Draft Bid Package
(at 60%, 90%, and
Final)
• Submittals Detailed Review
• Pricing Workbook
1.5 Solution
Solicitation and
Process
Management
Proposal Solicitation and Bid Process
Management Support
(Specifications Q&A, Pre- bid
Conference,
• Maintain Procurement
Workbook Compliance Checklist,
Addenda Response, Technical
Resource Response, Primary
Point of
Contact for Procurement and
Technical Inquiries
1.6 AMI Service
Provider Bid Evaluation
Response Evaluation (Comparison to
Engineer’s Estimates, Qualifications,
and Reference Checks)
• Service Provider Bid Evaluation
1.7 Establishing
Detailed AMI
Technology Solution
Service Provider and
Contractor
Accountabilities
Service Provider/Contractor/City
Contract Terms and Conditions
Development- Legal and Risk
Management Acceptance
• Detailed Review of Service
Provider and Contractor
Agreements, End User License
Agreements, Installation and
System Performance Criteria
• Warranty Provisions
Evaluation
CC Agreement No. 2022-152
Key Activity Activity Description Project Deliverables
1.8 Finalizing
Engagement
Documents with
Selected AMI Service
Provider and
Contractor
Service Provider/Contractor/ Contract
Documents Finalization for
Department Approval as Required
• Coordinate for Leadership
Legal Review/Approvals
• Present Recommendations
and Final Award Packet
• Coordinate NTP
Requirements
Section 2: Schedule
The scope of work provided above is anticipated to take twelve (12) months. The term of the agreement will start when the Notice to Proceed is issued from the City to completion of services.
Section 3: Project Team
Figure 2: Organizational Chart-MeterSYS
CC Agreement No. 2022-152
Section 4: Fees and Compensation
The scope of work will be completed on a Time and Materials, Not-to-Exceed (NTE) basis according to the Hourly Fee Schedule, not to exceed the total cost shown in the Cost Proposal.
Section 5: Continuation of Services
If requested by the City, MeterSYS can provide a separate proposal for design support services during construction.
CC Agreement No. 2022-152
City of Camarillo
Project Name AMI Bid Package and Construction Contract Award‐ Phase 1 Date 5/25/2022
TOTAL
Program Manager
Lead Project
Consultant
Network and Meter
Installation QAQC
Manager
Lead AMI Data QC
Analyst Program Consultant Finance Analyst
QA/QC Field
Technician
QA/QC Field
Assistant
Communications
Manager
Subtotal
Labor Hours
Subtotal
Labor Fee Expenses TOTAL FEE
CentralSquare
SME CentralSquare SME Total Fee
Andy Honeycutt Lauren Brown Cassius Williams Carol Mikovich Larry Faison Kahne Kraft Davis Reed Derek Hines Rodger Sauls Total
Consulting
Hours
Consulting
Subtotal Expenses Subtotal Plus
Expenses Mark Roberts Mark Roberts
Consulting and
Subcontractor
Total
$210 $190 $170 $145 $155 $125 $145 $100 $150 7.5% $185
1.1 Project Management and Administration (NTP + 45 Days)
1.11 Build and Finalize Integrated Project Plan 3 2 1 0 0 1 0 0 07 $1,305 $98 $1,4031 $185$1,588
1.12 Setup and Socialize with Project Team the Project Management Portal 2 2 1 1 1 1 1 1 111 $1,790 $134 $1,9241 $185$2,109
1.13 Conduct Kick‐off Meeting 8 8 8 4 4 8 1 1 446 $7,605 $570 $8,1756 $1,110$9,285
1.14 Draft and Finalize Project Charter 2 2 1 1 2 4 0 0 012 $1,925 $144 $2,0692 $370$2,439
1.15 Conduct Bi‐Weekly Progression Meetings (Inclusive of All Tasks/Milestones in Phase 1) 30 26 14 26 8 26 0 0 16146 $24,280 $1,821 $26,1016 $1,110$27,211
1.16 Provide Monthly Progression Report (Inclusive of All Tasks/Milestones in Phase 1) 18 18 6 15 3 12 0 0 678 $13,260 $995 $14,2556 $1,110$15,365 63 58 31 47 18 52 2 2 27 300 $50,165 $3,762 $53,927 22 $4,070 $57,997
1.2 Communications (NTP + 60 Days)
1.21 Determine Communications Plan for InternalExternal Audiences 5 5 0 0 0 0 0 0 414 $2,600 $195 $2,7950 $0$2,795
1.22 Develop Key Messages and Collateral Material for Customer Information on AMI 6 6 0 0 0 2 0 0 620 $3,550 $266 $3,8160 $0$3,816
1.23 Conduct Public Outreach Efforts and Internal Staffing Communications as Outlined in Plan 14 8 0 0 0 8 0 0 1444 $7,560 $567 $8,1270 $0$8,127 25 19 0 0 0 10 0 0 24 78 $13,710 $1,028 $14,738 0 $0 $14,738
1.3 Systems and Infrastructure Planning (NTP + 120 Days)
1.31 Establish Data Quality Analysis 4 3 3 10 0 8 0 0 028 $4,370 $328 $4,69820 $3,700$8,398
1.32 Build a Current and Future State Systems Interface Mapping 5 4 0 10 0 7 0 0 026 $4,135 $310 $4,44512 $2,220$6,665
1.33 WaterSmart Configuration and Implementation Support Services 22 48 0 40 0 24 0 0 0134 $22,540 $1,691 $24,23128 $5,180$29,411
1.34 Identify Privacy and Security Requirements 2 2 0 5 0 2 0 0 011 $1,775 $133 $1,9088 $1,480$3,388
1.35 Bureau of Reclamation AMI Conservation Supporting Basis 12 16 0 0 0 6 0 0 034 $6,310 $473 $6,7830 $0$6,783
1.36 Department of Industrial Relations (DIR) 4 4 0 2 4 9 0 0 023 $3,635 $273 $3,9080 $0$3,908
1.37 Meter and Network Design Requirements Based on Pilot 6 6 14 3 3 8 5 3 048 $7,705 $578 $8,2830 $0$8,283 55 83 17 70 7 64 5 3 0 304 $50,470 $3,785 $54,255 68 $12,580 $66,835
1.4 AMI Solution Technical Requirements Development‐ Procurement (NTP + 210 Days)
1.41 Draft Design Deliverable (60%) 16 14 40 8 4 16 4 2 12116 $19,180 $1,439 $20,61916 $2,960$23,579
1.42 Draft‐Final Design Deliverable (90%) 8 8 20 12 2 14 4 2 272 $11,480 $861 $12,34110 $1,850$14,191
1.43 Final Design RFP Deliverable (100%) 6 4 3 9 2 10 4 0 240 $6,275 $471 $6,7466 $1,110$7,856
1.44 Opinion of Probable Construction Cost 6 4 2 2 2 2 0 0 018 $3,210 $241 $3,4514 $740$4,191 36 30 65 31 10 42 12 4 16 246 $40,145 $3,011 $43,156 36 $6,660 $49,816
1.5 Solution Solicitation and Process Management (NTP + 270 Days)
1.51 Contractor Outreach Support 8 6 0 0 0 8 0 0 022 $3,820 $287 $4,1072 $370$4,477
1.52 Pre‐Bid Meeting 6 4 0 0 0 8 0 0 018 $3,020 $227 $3,2470 $0$3,247
1.53 Bidder Questions/RFI Response 3 3 4 6 0 6 2 0 024 $3,790 $284 $4,0742 $370$4,444 17 13 4 6 0 22 2 0 0 64 $10,630 $797 $11,427 4 $740 $12,167
1.6 AMI Service Provider Bid Evaluation (NTP + 300 Days)
1.61 Response Evaluation (Due Diligence, Financial Comparative Analysis, Bid Package Compliance) 5 8 0 10 0 15 4 0 042 $6,475 $486 $6,9615 $925$7,886
1.62 Bid Opening and Response Due Diligence 10 8 0 4 0 10 0 0 032 $5,450 $409 $5,8593 $555$6,414
1.63 Solution Selection Recommendation 12 14 6 6 4 16 0 0 866 $10,890 $817 $11,7075 $925$12,632 27 30 6 20 4 41 4 0 8 140 $22,815 $1,711 $24,526 13 $2,405 $26,931
1.7 Establishing Detailed AMI Technology Solution Service Provider and Contractor Accountabilities (NTP + 330 Days)
1.71 Service Provider and Contractor Terms and Conditions (Eula, Warranty, Route Acceptance, etc) 8 3 0 0 3 3 0 0 017 $3,090 $232 $3,3225 $925$4,247
1.72 Authorization Acceptance‐ Legal and Risk Management 5 3 0 0 0 0 0 0 08 $1,620 $122 $1,7420 $0$1,742 13 6 0 0 3 3 0 0 0 25 $4,710 $353 $5,063 5 $925 $5,988
1.8 Finalizing Engagement Documents with Selected AMI Service Provider and Contractor (NTP + 365 Days)
1.81 Contract Documents Prepared for Approval 4 2 0 0 0 0 0 0 06 $1,220 $92 $1,3120 $0$1,312
1.82 Present Recommendations and Final Award Packet for Authorization to Execute 8 6 0 0 0 0 0 0 014 $2,820 $212 $3,0320 $0$3,032
1.83 Coordinate NTP Requirements 5 3 0 0 0 0 0 0 08 $1,620 $122 $1,7420 $0$1,742 17 11 0 0 0 0 0 0 0 28 $5,660 $425 $6,085 0 $0 $6,085
253 250 123 174 42 234 25 9 75 1185 $198,305 $14,873 $213,178 148 $27,380 $240,558
SUBTOTAL
SUBTOTAL
SUBTOTAL
SUBTOTAL
SUBTOTAL
SUBTOTAL
Task No. Task Description
SubconsultantPrime Consultant Name
Billing rates, $/hr
TOTALS
SUBTOTAL
SUBTOTAL
CC Agreement No. 2022-152
Form Approved April 2021 B-1
EXHIBIT B
KEY PERSONNEL & COMPENSATION
1. Consultant’s designated representative(s) who are authorized to act on its behalf and to make all decisions in connection with the performance of services under this Agreement are Andy Honeycutt, President, Lauren Brown, Vice President, and Rodger Sauls, Secretary.
2. Total compensation under this Agreement, including reimbursement for actual expenses, may not exceed: $240,558.
KEY PERSONNEL:
Name Title/Position
Cassius Williams Director of Field O perations
SUBCONSULTANTS:
Name Title/Position
CentralSquare SME
FEE SCHEDULE – See Attached
CC Agreement No. 2022-152
WT-5080 Advanced Metering Infrastructure – Design Services Fee Schedule
Position Hourly Rate
Program Manager $210.00
Lead Project Consultant $190.00
CentralSquare SME $185.00
Network and Meter Installation QAQC Manager $170.00
Lead AMI Data QC Analyst $145.00
Program Consultant $155.00
Finance Analyst $125.00
QA/QC Field Technician $145.00
QA/QC Field Assistant $100.00
Communications Manager $150.00
IoT/Smart City Lead Consultant $185.00
EXHIBIT B
CC Agreement No. 2022-152
Form Approved April 2021 C-1
EXHIBIT C
INSURANCE
1. Required Insurance. Before commencing any services, Consultant must procure and maintain in full force and effect during the term of this Agreement the following types of insurance with at least the minimum coverage listed and subject to the applicable additional requirements set forth below:
Type of Insurance Limits (combined single)
Commercial General Liability $1,000,000 / $2,000,000 aggregate Business Automobile Liability $1,000,000
Workers’ Compensation Statutory
Professional Liability $1,000,000
Cyber Liability $1,000,000
2. Insurance Rating. All insurance required to be maintained by Consultant must be issued by companies licensed by or admitted to conduct insurance business in the State of California by the California Department of Insurance and must have a rating of A- or better and Financial Size Category Class VII or better by the latest edition of A.M. Best’s Key Rating Guide, unless otherwise approved by City’s legal counsel.
3. Commercial General Liability Insurance. The commercial general liability insurance must meet or exceed the requirements of Insurance Services Office (ISO) form CG 00 01, and must be provided on a per occurrence basis for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. The insurance must be on an “occurrence” not a “claims made” basis. Defense costs must be paid in addition to limits. There must be no cross- liability exclusion for claims or suits by one insured against another. The insurance must include a waiver of subrogation applicable to the insurance or self-insurance, a primary and non-contributory endorsement, and an additional insured endorsement, all in favor of the City, its officers, employees and agents, and volunteers. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
4. Business Automobile Insurance. The business automobile insurance coverage must be at least as broad as ISO Business Auto Coverage form CA 00 01, covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount stated above per combined single limit for each accident. Such insurance must include both a waiver of subrogation applicable to the insurance or self-insurance, and a primary and non- contributory endorsement, both in favor of the City, its officers, employees, agents, and volunteers.
5. Workers’ Compensation. If Consultant has any employees, Consultant must maintain workers’ compensation insurance (statutory limits) and employer’s liability insurance (with limits of at least $1,000,000). Such insurance must include a waiver of subrogation endorsement in favor of City, its officers, employees, agents, and volunteers.
6. Professional Liability (Errors & Omissions) Insurance. The professional liability insurance must cover the services to be performed under this Agreement. The coverage must be provided on a “claims made” basis. Consultant must maintain continuous coverage through a period not less than three years after the completion of the services required under this Agreement.
7. Cyber Liability Insurance. The cyber liability insurance must include the following coverage:
a. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and regulatory fines arising from such theft, dissemination or use of the confidential information.
CC Agreement No. 2022-152
Form Approved April 2021 C-2
b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems.
c. Liability arising from the failure of technology products (software) required under the Agreement for Consultant to properly perform the services intended. d. Electronic media liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep-linking or framing, and infringement or violation of intellectual property rights.
e. Liability arising from the failure to render professional services If coverage is maintained on a “claims-made” basis, Consultant must maintain such coverage for an additional period of three years following termination of the Agreement.
8. Umbrella or Excess Liability Insurance. If an excess or umbrella liability policy is used to meet minimum limit requirements, the insurance must provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella or excess liability policy must include a “drop-down provision” requiring the policy to respond in the event that any primary insurance that would otherwise have applied proves to be uncollectable in whole or in part for any reason. Coverage must be provided on a “pay-on-behalf” basis, with defense costs payable in addition to policy limits. There may be no cross-liability exclusion precluding coverage for claims or suits by one insured against another. The policy must “follow form” to the underlying primary policy.
Coverage must be applicable to all insureds under the primary policies. The insurance must contain or be endorsed to contain a waiver of subrogation applicable to the insurance or self-insurance, and a primary and non-contributory endorsement for the benefit of City. The scope of coverage provided is subject to approval of City following receipt of the required proof of insurance.
9. Deductibles and Self-Insured Retention. Any deductibles or self-insured retentions applicable to the insurance policies required under this Agreement must be declared to and approved by City. In no event may any required insurance policy have a deductible, self-insured retention or other similar policy provision in excess of $50,000 without prior written approval by City in its sole discretion. At the option of City, either the insurer will reduce or eliminate such deductibles or self-insured retentions with respect to the City’s additional insureds or Consultant will procure a bond guaranteeing payment of any losses, damages, expenses, costs or settlements up to the amount of such deductibles or self- insured retentions.
10. Certificates of Insurance and Endorsements; Notice of Termination or Changes to Policies.
Prior to commencing any services under this Agreement, Consultant must file with the City certificates of insurance and endorsements evidencing the existence of all insurance required by this Agreement, along with such other evidence of insurance or certified copies of policies as may reasonably be required by City. These certificates of insurance and endorsements must be in a form approved by the City’s legal counsel. Consultant must maintain current certificates and endorsements on file with City during the term of this Agreement reflecting the existence of all required insurance. Each of the certificates must expressly provide that no material change in the policy, or termination or cancellation of the required coverage, will be effective except upon 30 days’ prior written notice to City by certified mail, return receipt requested (except for nonpayment for which a 10-day notice is required). The delivery to City of any certificates of insurance or endorsements that do not comply with the requirements of this Agreement will not waive the City’s right to require compliance. In the event that Consultant’s policies are materially changed, Consultant must provide the City with at least 30 days’ prior written notice of the applicable changes. City reserves the right to require complete, certified copies of all required insurance policies at any time.
11. Failure to Maintain Required Insurance. If Consultant, for any reason, fails to have in place at all times during the term of this Agreement all of the required insurance coverage, the City may, but is not obligated to, obtain such coverage at Consultant’s expense and deduct the cost from the sums due Consultant. Alternatively, City may terminate the Agreement.
CC Agreement No. 2022-152
Form Approved April 2021 C-3
12. Effect of Coverage. The existence of the required insurance coverage under this Agreement will not be deemed to satisfy or limit Consultant’s indemnity obligations under this Agreement. Consultant acknowledges that the insurance coverage and policy limits set forth in this Agreement constitute the minimum coverage and policy limits required. Should any coverage carried by the Consultant or any subcontractor of any tier have limits of liability that exceed the limits or have broader coverage than required in this Agreement, those higher limits and that broader coverage are deemed to apply for the benefit of any person or organization included as an additional insured and those limits and broader coverage will become the required minimum limits and insurance coverage in all sections of this Agreement. Any insurance proceeds available to City in excess of the limits and coverages required by this Agreement, and which is applicable to a given loss, must be made available to City to compensate it for such losses.
13. Required Insurance for Subconsultants/Subcontractors. Consultant agrees to ensure that any subconsultants/subcontractors providing services under this Agreement provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to review and monitor all such coverage and assumes responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement.
14. Right to Revise Insurance Specifications. City reserves the right to change the amounts and types of insurance required by giving Consultant at least 90 days advance written notice of such change.
If such change results in substantial additional cost to Consultant, the parties may renegotiate Consultant’s compensation.
15. Timely Notice of Claims. Consultant must give City prompt notice of claims made of lawsuits initiated that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability insurance policies.
CC Agreement No. 2022-152