Economic Development Committee
May 1, 2023

- 1 -
5/1/2023 4:00:00 PM
www.modestogov.com
AGENDA
City of Modesto

ECONOMIC DEVELOPMENT COMMITTEE / COUNCIL

WORKSHOP
Room 2001-40 Del Puerto Room
Tenth Street Place, 1010 10th Street
Modesto, California
Monday, May 01, 2023 at 4:00 PM
Roll Call: Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
Eric Alvarez, Member
Alternates: David Wright, Nick Bavaro, Rosa Escutia-Braaton, Jeremiah Williams “Wordly” can translate into 25+ different languages! To access written translation during the meeting, please scan the QR Code or click this link https://attend.wordly.ai/join/RJDY-6364.
"Wordly" puede traducir a más de 25 idiomas diferentes! Para acceder a la traducción durante la reunión, por favor escanee el código QR o haga clic en el enlace https://attend.wordly.ai/join/RJDY-6364.

THIS MEETING WILL BE PHYSICALLY OPEN TO THE PUBLIC AND BY ZOOM

VIDEO CONFERENCING AND TELEPHONE
Effective March 1, 2023, if a technical issue arises with Zoom or the phone dial-in option, the Committee meeting will continue unless the meeting is being held pursuant to the provisions of Assembly Bill 2449. Alternative viewing options are listed below and the meeting is physically open to the public.

You may observe a livestream of the meeting at http://media.modestogov.com. You may also participate in the meeting as indicated below.
- 1 -
5/1/2023
- 2 -
5/1/2023 4:00:00 PM

PARTICIPATING IN CITY COUNCIL COMMITTEE MEETINGS
As a courtesy, the City of Modesto is providing alternatives to view Council Committee meetings and provide public comments. If you wish to make either a general public comment or to comment on a specific agenda item, you may use one of the following options:

SUBMITTING COMMENTS BY E-MAIL
Written comments may be submitted via email to: [email protected] (include Agenda Item Number in the subject line). All comments will be shared with the Committee Members and placed in the record, but will not be read aloud during the meeting. Written comments must be received two hours before the meeting.

VIRTUAL PARTICIPATION BY ZOOM VIDEO

CONFERENCING AND TELEPHONE
Joining the Committee meeting via Zoom
The City of Modesto is now offering the ability to view and participate in Committee meetings via telephonic conferencing via “Zoom” video conferencing computer technology. The meeting may be accessed through the use of Zoom using the following options:
 Enter the following link into an Internet Browser
https://us02web.zoom.us/j/86945970570,
 Enter the following link into an Internet Browser https://zoom.us/ and using the Webinar ID 869 4597 0570
 Passcode 84326
To use Zoom, please visit: https://zoom.us/ and either sign-up for a free Zoom account or continue as a guest. Once you have downloaded the app onto your mobile device, joined from your web browser, or downloaded the Zoom software on your computer you will be ready for the upcoming Committee meeting.

Joining the Committee meeting via Telephone
If you don’t have a smart phone or computer to access the meeting via Zoom, you can participate by phone, by calling 1-877-853-5257 (Toll Free) or 1-888-475-4499 (Toll Free) and enter the Webinar ID 869 4597 0570 Passcode 84326
Providing Public Comment on Zoom and by Telephone
The Committee Chairman will request public comment during the Public Comment periods on the meeting agendas and during each Regular Calendar Item on the Committee Agenda. Once the Chairman has announced the public comment period, please do one of the following.

USING A COMPUTER OR SMART PHONE APP:
 Click on the “Raise Hand” feature in the webinar controls. This will notify City staff that you have raised your hand.
- 2 -
5/1/2023
- 3 -
5/1/2023 4:00:00 PM
 City staff will unmute your microphone when it is your turn to provide public comment.
 A prompt will appear to confirm you would like to be unmuted and then you will have three minutes to provide public comment.
 Once your public comment has ended, you will be muted again.

USING A REGULAR PHONE (not using a computer or smart phone APP):
 Dial *9 (star 9), this will notify City staff that you have “raised your hand” for public comment.
 City staff will unmute your microphone when it is your turn to provide public comment.
 You will hear “you are unmuted” and then you will have three minutes to provide public comment.
 Once your public comment has ended, you will be muted again.  If your phone is unmuted, and you are unable to be heard, the host may ask that you Dial *6 to toggle mute on/off in Zoom.

Additional Zoom resources/support
Please visit Zoom’s website support page on helpful tips to prepare for the meeting:
https://support.zoom.us/hc/en-us/categories/201146643
Council has not delegated directive or final approval authority to the Committees. Committee actions are recommendations to the full City Council, not final decisions on an issue. This meeting is also noticed as a City Council workshop.

PUBLIC COMMENTS
Please refer to special public comment instructions above.

Three-minute time limit per speaker
Only interested persons in the audience may present these matters. Under State law, Committee Members may respond to matters being presented under this item only as follows:
a. Briefly respond to statements made or questions raised. b. Ask a question for clarification.
c. Provide a reference to staff or other resources for factual information. d. Request staff to report back at a subsequent meeting. e. Finally, a Committee Member or the Committee itself may take action to direct staff to place a matter of business on a future agenda.

CONSENT ITEMS – ROLL CALL VOTE REQUIRED:

Information concerning the consent items listed below has been forwarded to each Committee Member prior to this meeting for study. Unless some member of the audience or Committee Member has a question concerning an item and asks that it be withdrawn from the consent list, the Committee approves the items at one time. The action taken by the Committee in approving consent items is set forth in the explanation of this individual item. - 3 -
5/1/2023
- 4 -
5/1/2023 4:00:00 PM
Any and all of the following agenda items are subject to action by the Modesto City Council.

This Agenda is on file in the City Clerk’s Office, Sixth Floor, 10th Street Place, Posting Board at entry of 10th Street Place, and is available on the City’s Web site at www.modestogov.com In accordance with the requirements of Title II of the Americans with Disabilities Act (“ADA”) of 1990, the Fair Employment & Housing Act (“FEHA”), the Rehabilitation Act of 1973 (as amended), Government Code section 11135 and other applicable codes, the City of Modesto (“City”) will not discriminate against individuals on the basis of disability in the City’s services, programs, or activities. For more information, please visit the City of Modesto website at https://www.modestogov.com/865/Americans-with-Disabilities-Act-ADA In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk (209) 577-5396. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting.

CONSENT
An item may be removed from consent and discussed at the request of an audience member or committee member.

Consent

1. Consider approving Third Amendment to the Agreement with Associated Right of Way Services for additional right-of-way services for the Hetch Hetchy and Claratina Avenue Structural Crossing Project, increasing the Agreement to a new total amount of $77,045 and forwarding to Council for approval. (Funding Source: Local Capital Facilities Fees)
 Motion approving a Third Amendment to the Agreement with Associated Right of Way Services for the Hetch Hetchy and Claratina Avenue Structural Crossing Project, to increase the existing Agreement by $19,460, from $57,585 for a total amount not to exceed $77,045 and forwarding to Council for approval.

CED; Phillip Soares, 209-577-5258, [email protected] Consent

2. Consider authorizing staff to apply for all Electric Vehicle Charging Station Grants available and forwarding to Council for approval. (Funding Source: Not Applicable)  Motion approving staff to apply for all Electric Vehicle Charging Station Grants available and authorizing the City Manager, or his designee, to sign Grant Applications and related forms as needed and forwarding to Council for approval.

PUBLIC WORKS; Patrick Crowley, 209-342-2274, [email protected] Consent

3. Consider approving renaming Modesto’s Water Quality Control Facilities to City of Modesto Regional Water Recycling Facility Sutter Campus and City of Modesto - 4 -
5/1/2023
- 5 -
5/1/2023 4:00:00 PM
Regional Water Recycling Facility Jennings Campus and forwarding to Council for approval. (Funding Source: Sewer Operations Fund)
 Motion approving renaming Modesto’s Water Quality Control Facilities to the City of Modesto Regional Water Recycling Facility Sutter Campus and the City of Modesto Regional Water Recycling Facility Jennings Campus and forwarding to Council for approval.

UTILITIES; Jason Farnsworth, 209-577-6255, [email protected] Consent

4. Consider approving the Sale of Asset # 20155-00, JWC Compactor with Auger and Grinder, to the City of Manteca for $6,500 and forwarding to Council for approval. (Funding Source: Wastewater Fund)
 Motion approving the Sale of Asset # 20155-00, JWC Compactor with Auger and Grinder, to the City of Manteca for $6,500 and forwarding to Council for approval.

UTILITIES; Jason Farnsworth, 209-577-6255, [email protected] Consent

5. Consider approving the Purchase of a Closed-Circuit Television (CCTV) Camera and Transporter from RapidView LLC, Rochester, IN under the authorized dealer Jack Doheny Company (JDC), Northville, MI, for a total amount not to exceed $88,183 and forwarding to Council for approval. (Funding Source: Sewer Operations Fund)  Motion approving the Competitive Bidding Process from Sourcewell (formerly National Joint Powers Alliance), with RapidView LLC, Rochester, IN, under the authorized dealer Jack Doheny Company, Northville, MI, for a ClosedCircuit Television (CCTV) Camera and Transporter for a total amount not to exceed $88,183 and forwarding to Council for approval.

UTILITIES; Jason Farnsworth, 209-577-6255, [email protected] Consent

6. Consider approving an Agreement with Westlake Corporation for the Purchase of Accu-Tab Chlorination Systems and related equipment for a total amount not to exceed $650,000 over five years and forwarding to Council for approval. (Funding Source:

Water Fund)
 Motion approving the Sole Source Agreement with Westlake Corporation, Houston, TX, for the Procurement of Calcium Hypochlorite Accu-Tab SI Tablets, Power-Pro Chlorination Systems, and related equipment for an estimated annual amount of $125,000, and a total amount not to exceed $650,000 over five years and forwarding to Council for approval.

UTILITIES; Jeff Daniels, 209-342-4568, [email protected]

UNFINISHED BUSINESS

7. Consider awarding a Progressive Design-Build Agreement with TelStar Instruments, Inc. Concord, CA, for the Supervisory Control and Data Acquisition (SCADA) System Replacement Project for a total amount not to exceed $2,947,531, and approving a - 5 -
5/1/2023
- 6 -
5/1/2023 4:00:00 PM
Technical Advisor Services Agreement with EMA, Inc. Tucson, AZ, for a total amount not to exceed $406,663 and forwarding to Council for approval. (Funding Source: 50% Water Fund and 50% Wastewater Fund)
 Motion to award a Progressive Design-Build Agreement with TelStar Instruments, Inc. Concord, CA for the Supervisory Control and Data Acquisition (SCADA) System Replacement Project in the amount of $2,679,574 plus $267,957 in contingency, if needed for a total amount not to exceed $2,947,531 and authorizing the City Manager, or his designee to execute the Agreement and forwarding to Council for approval.  Motion approving an Agreement with EMA, Inc. Tucson AZ for the Technical Advisor Services in the amount of $369,694 plus $36,969 in contingency, if needed for a total amount not to exceed $406,663 and authorizing the City Manager, or his designee to execute the Agreement and forwarding to Council for approval.
 Motion amending the Fiscal Year 2022-23 Multi-Year Budget in the amount of $3,555,446 to be transferred into the Project from Water Reserves and Wastewater Reserves to fund Phase 1 of The Design-Build Agreement for SCADA System Replacement Project and authorizing the City Manager, or his Designee, to implement the provisions of this Resolution and forwarding to Council for approval.

UTILITIES; Juan Ochoa, 209-577-5423, [email protected]

NEW BUSINESS

8. Consider approving the Water System Engineer’s Report prepared by West Yost as complete; the Water Rate Study prepared by Bartle Wells Associates as complete; authorizing Staff to initiate the Proposition 218 process to adjust the City’s Water Rates beginning in Fiscal Year 2023-24 through Fiscal Year 2027-28 and forwarding to Council for approval. (Funding Source: Water Fund)
 Motion approving the Water System Engineer’s Report prepared by West Yost as complete; the Water Rate Study prepared by Bartle Wells Associates as complete; authorizing Staff to initiate a Proposition 218 process to adjust the City’s Water Rates beginning in Fiscal Year 2023-24 through Fiscal Year 2027- 28 and forwarding to Council for approval.

UTILITIES; William Wong, 209-571-5801, [email protected]

9. Consider accepting an update on available funding for the Utility Billing Assistance Program (UBAP) with an increase to the monthly discount amount and forwarding to Council for approval. (Funding Source: Water and Wastewater Funds)  Motion approving an update on available funding for the Utility Billing Assistance Program (UBAP) with an increase to the monthly discount amount and forwarding to Council for approval.

FINANCE DEPARTMENT; Jeni Martin, 209-571-5892, [email protected] - 6 -
5/1/2023
- 7 -
5/1/2023 4:00:00 PM

ADJOURNMENT
Posted pursuant to Government Code Section 54954.2 on the bulletin board at Tenth Street Place on at by
date time signature
- 7 -
5/1/2023

CITY OF MODESTO

ECONOMIC DEVELOPMENT

COMMITTEE AGENDA REPORT
DATE OF MEETING:

May 1, 2023
Date: April 10, 2023
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
Eric Alvarez, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Interim Director of Community and Economic Development SUBJECT: Third Amendment to Agreement for Consultant Services for Hetch Hetchy and Claratina Avenue Structural Crossing
CONTACT: Phillip Soares, Senior Civil Engineer, [email protected] , 209-577-5258 DESCRIPTION:

Consider approving Third Amendment to the Agreement with Associated Right of Way Services for additional right-of-way services for the Hetch Hetchy and Claratina Avenue Structural Crossing Project, increasing the Agreement to a new total amount of $77,045 and forwarding to Council for approval. (Funding Source: Local Capital Facilities Fees) STRATEGIC PLAN ELEMENT:

The recommended action is consistent with the City Council’s 2020-2025 Strategic Plan, Goal D Ensure Safe, Efficient and Reliable Infrastructure.

BACKGROUND:

The Hetch Hetchy and Claratina Avenue Structural Crossing project intends to build a structural crossing as part of widening of Claratina Avenue between McHenry Avenue and Coffee Road.

To construct the project, the City is required to acquire property and Temporary Construction Easements (TCE’s) from property owners along Claratina Avenue.

On May 31, 2017, the City Manager approved an Agreement with Associated Right of Way Services (ARWS) to provide negotiation and acquisition services for the Hetch Hetchy and Claratina Avenue Structural Crossing project in an amount not to exceed $36,500.

As right-of-way services began, ARWS contacted the property owner, Parkwood Seventh-Day Adventist Church, and it was discovered that the existing residence at A.P.N. 082-009-003, has renters and would require relocation planning and assistance services as part of property acquisition.
#1..
- 8 -
Economic Development Committee, May 1, 2023
Third Amendment to Agreement for Consultant Services for Hetch Hetchy and Claratina Avenue Structural Crossing Page 2 of 3
On October 9, 2017, City Manager approved the first Amendment to the Agreement to provide relocation planning and assistance services pertaining to 301 Claratina Avenue, Modesto CA for an amount not to exceed $10,000. The cost of the first amendment and the original contract were under the City Manager’s approval authority of $50,000.

On September 25, 2018, by Resolution No. 2018-406, Council approved the Second Amendment to the Agreement with ARWS for additional services needed outside of the current scope of services, including drafting/obtaining permits to enter, coordination and preparation of additional documentation requested by Hetch Hetchy, and review of additional appraisals completed by property owners.

DISCUSSION:

Associated Right of Way Services has completed several tasks from the original Agreement and prior amendments, however with the modifications to this project including the requirement to construct a larger structural crossing, there has been a delay in acquisition of the required right of way associated with the parcels along Claratina Avenue. With the parcel appraisals being completed in 2018, there is a need to update some of the property appraisals.

On April 10, 2023, ARWS submitted a request for a Third Amendment to the City to provide Appraisal Services for property acquisition and updated TCE to be written with language indicating that it would be in effect starting from first entry during construction for parcel 082- 009-003. The Third Amendment will also provide acquisition and administrative services for this parcel to proceed up to and through close of escrow.

FISCAL IMPACT:

Funding for the Third Amendment is available in the current FY 2022-2023 Capital Improvement Program budget in Account:
100945 – Capital Grants - Streets Capital Facility Fee Fund - 3410 “ Hetch-Hetchy and Claratina Structural Crossing”
ANTICIPATED RIGHT OF WAY SERVICES EXPENDITURES:

Original Agreement, (including Amendments 1-2) $57,585
Proposed Third Amendment $19,460
REVISED TOTAL AGREEMENT $77,045
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion approving a Third Amendment to the Agreement with Associated Right of Way Services for the Hetch Hetchy and Claratina Avenue Structural Crossing Project, to increase the existing Agreement by $19,460, from $57,585 for a total amount not to exceed $77,045 and forwarding to Council for approval.

Approved by:
#1..
- 9 -
Economic Development Committee, May 1, 2023
Third Amendment to Agreement for Consultant Services for Hetch Hetchy and Claratina Avenue Structural Crossing Page 3 of 3
Jessica Hill, Interim Director of CEDD
Joseph P. Lopez, City Manager
Attachments:

1. Third Amendment to Agreement

2. Associated Right of Way Services, Inc. “Exhibit 3”

3. Original Agreement with Associated Right Way Services, Inc.

4. First Amendment to Agreement

5. Second Amendment to Agreement
#1..
- 10 -
Amendment No. 3 -1- Hetch Hetchy and Claratina Avenue Structural Crossing

THIRD AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES

FOR HETCH HETCHY AND CLARATINA AVENUE STRUCTURAL CROSSING This THIRD AMENDMENT TO AGREEMENT FOR CONSULTANT

SERVICES FOR HETCH HETCHY AND CLARATINA AVENUE STRUCTURAL CROSSING (“Third Amendment”) is made and entered into in the City of Modesto, Stanislaus County, State of California, and of this ______ day of _________, 2023, by and between the CITY OF MODESTO a municipal corporation of the State of California (City”) and ASSOCIATED RIGHT OF WAY SERVICES, INC., a California corporation (“Consultant”).

This Third Amendment to Agreement is made with regard to the following Recitals:

A. On or about May 31, 2017, City and Consultant entered into a STANDARD AGREEMENT FOR CONSULTANT SERVICES (“Agreement”).

B. On or about October 9, 2017, City and Consultant entered into a FIRST

AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES FOR

HETCH HETCHY AND CLARATINA AVENUE STRUCTURAL
CROSSING (“First Amendment”).

C. On or about September 25, 2018, City and Consultant entered into a SECOND

AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES FOR

HETCH HETCHY AND CLARATINA AVENUE STRUCTURAL
CROSSING (“Second Amendment”).

D. Paragraph 9 “AMENDMENTS” of the Agreement states in part: “…Both parties to this Agreement understand it may become desirable or necessary during the execution of this Agreement, for City or Consultant to modify the scope of services provided for under this Agreement. Any material extension or #1..
- 11 -
Amendment No. 3 -2- Hetch Hetchy and Claratina Avenue Structural Crossing change to the scope of work shall be discussed with City and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work…”
E. Paragraph 3 “COMPENSATION” of the Agreement states in part:
“…Consultant agrees to accept a sum not to exceed THIRTY-SIX THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($36,500.00) (maximum
compensation) as full remuneration for performing all services and furnishing all staffing and materials for Modesto in accordance with Exhibit “A” attached hereto and for performance by Consultant of all of its duties and obligations under this Agreement…”
F. On September 8, 2017, Consultant submitted to the City a budget augmentation for additional tasks requested by the City to be added to the Agreement for the completion of Right of Way tasks related to the Hetch Hetchy and Claratina Avenue Structural Crossing project, attached hereto as Exhibit “1” and incorporated herein by reference. Exhibit “1” identifies additional tasks to be performed by Consultant as well as Consultant’s cost for each additional task.

G. On June 12, 2018, Consultant submitted to the City a budget augmentation for additional tasks requested by the City to be added to the Agreement for the completion of work related to the Hetch Hetchy and Claratina Avenue Structural Crossing project, attached hereto as Exhibit “2” and incorporated herein by reference. Exhibit “2” identifies additional tasks to be performed by Consultant as well as the Consultant’s cost for each additional task.

H. On April 10, 2023, Consultant submitted to the City a budget augmentation for additional tasks requested by the City to be added to the Agreement for the #1..
- 12 -
Amendment No. 3 -3- Hetch Hetchy and Claratina Avenue Structural Crossing completion of work related to the Hetch Hetchy and Claratina Avenue Structural Crossing project, and attached hereto as Exhibit “3” and incorporated herein by reference. Exhibit “3” identifies additional tasks to be performed by Consultant as well as Consultant’s costs for each additional task.

I. The estimated additional tasks result in increased cost as follows:

1. FIRST AMENDMENT
i. Relocation Planning – $3000
ii. Relocation Assistance – $7,000

2. SECOND AMENDMENT
i. Task 3 Project Management – $1,050
ii. Task 4 Right of Way Acquisition Service – $6,035
iii. Task 5 Property Owner’s Appraisal Review – $4,000

3. THIRD AMENDMENT
i. Task 6 – Appraisal Services – $8,500
ii. Task 7 – Acquisition and Administrative Services – $10,960 J. The aforementioned estimated additional tasks increase the amount of the Agreement by $40,545. The amounts listed above are the estimated level of effort for each additional task. In no case shall the total fee exceed the total contract amount under the Agreement and this Third Amendment without memorializing an additional written amendment to the Agreement signed by City and Consultant.

K. The parties to the Agreement and this Third Amendment to Agreement understand and agree that it is necessary to modify Paragraph 1 of the Agreement entitled “SCOPE OF SERVICES”.
#1..
- 13 -
Amendment No. 3 -4- Hetch Hetchy and Claratina Avenue Structural Crossing L. The parties to the Agreement and this Third Amendment to Agreement understand and agree it is necessary to modify Paragraph 3 entitled “COMPENSATION”.

M. Paragraph 2 “TERM OF AGREEMENT” of the Agreement states in part:
“…This Agreement is effective as of the date first written above and will continue in effect until the earlier occurrence of either (i) City’s acceptance of and payment for all services authorized by City and performed by Consultant or (ii) on December 31, 2019, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement or amended in accordance with the provisions of the amendment clause in this Agreement…” N. The parties to the Agreement and this Third Amendment to Agreement further understand and agree the Agreement is modified solely by the modifications contained in the First Amendment, Second Amendment, and this Third Amendment to the Agreement and in no other way whatsoever.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements contained herein, the parties mutually agree as follows:

1. The recitals and exhibits set forth above and as set forth in the Agreement, First and Second Amendments are incorporated by this reference and hereby made a part of this Third Amendment.

2. Except as provided herein, the terms used in this Third Amendment shall have the same meaning as the same terms have in the Agreement, the First and Second Amendments.
#1..
- 14 -
Amendment No. 3 -5- Hetch Hetchy and Claratina Avenue Structural Crossing

3. Unless expressly amended by this Third Amendment, all the terms and provisions of the Agreement, First and Second Amendments shall remain in full force and effect.

4. Paragraph 1 entitled “SCOPE OF SERVICES” on page 1 of the Original Agreement shall be deleted and the parties agree to and hereby do substitute the following in its place:

SCOPE OF SERVICES.

Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached to this Agreement and referred to therein as Exhibit “A” or “Project”. In addition, Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached to the First Amendment to Agreement and referred to herein as Exhibit “1”, Second Amendment to Agreement and referred to herein as Exhibit “2”, and in Exhibit “3” attached to the Third Amendment to Agreement for Consultant Services. The Consultant shall perform the services as described in the aforementioned Exhibit “A”, Exhibit “1”, Exhibit “2”, and Exhibit “3” in a manner compatible with the standards of its profession and shall produce a fully complete project as described in Exhibit “A”, Exhibit “1”, Exhibit “2” and Exhibit “3” acceptable to City.

5. The first Paragraph of Paragraph no. 2 entitled “TERM OF AGREEMENT on page 1 of the Original Agreement between the parties shall be deleted and the parties agree to and hereby do substitute the following in its place:
#1..
- 15 -
Amendment No. 3 -6- Hetch Hetchy and Claratina Avenue Structural Crossing TERM OF AGREEMENT.

This Agreement is effective as of the first date written on the Original Agreement of May 31, 2017 and will continue in effect until the City’s acceptance of and payment for all services authorized by City and performed by Consultant, unless terminated earlier in accordance with the provisions of the termination clause in the Original Agreement.

6. Paragraph no. 3 entitled “COMPENSATION” on page 2 of the Original Agreement between the parties shall be deleted and the parties agree to and hereby do substitute the following in its place:

COMPENSATION.

Consultant agrees accept a sum not to exceed SEVENTY SEVEN THOUSAND AND FORTY-FIVE AND 00/100 ($77,045) (maximum
compensation) as full remuneration for performing all services and furnishing all staffing and materials called for in Exhibit “A” to this Agreement, Exhibit “1” to the First Amendment, Exhibit “2” to the Second Amendment, and “Exhibit 3” to the Third Amendment to Agreement as well as for performance by Consultant of all duties and obligations under this Agreement, the First Amendment, the Second Amendment, and the Third Amendment to Agreement for the Hetch Hetchy and Claratina Avenue Structural Crossing.

The compensation shall be paid pursuant to and in the manner and at the time set forth below:

Professional services received by the City under the Original Agreement, the First Amendment, the Second Amendment, and this Third #1..
- 16 -
Amendment No. 3 -7- Hetch Hetchy and Claratina Avenue Structural Crossing Amendment to Agreement shall be paid for on a “time and materials” basis with a “not to exceed” amount, as called for in Exhibits “A” and “B” of the Original Agreement, Exhibit “1” of the First Amendment, Exhibit “2” of the Second Amendment, and Exhibit “3” of this Third Amendment to Agreement. Consultant shall prepare, and City agrees to pay Consultant on time and materials for monthly invoices, which include detailed tasks, hours worked, and billable rates for work completed. The local agency shall reimburse the CONSULTANT for actual costs (additional reimbursable expenses including, labor costs, employee benefits, overhead, sub-consultant travel expenses and other direct costs) incurred by the CONSULTANT in performance of the work called for in Exhibits “A” and “B” of the Original Agreement, Exhibit “1” of the First Amendment, Exhibit “2” of the Second Amendment, and Exhibit “3” of this Third Amendment to Agreement on the monthly invoices, which include detailed receipts for actual costs paid by CONSULTANT in the interest of the project.

7. Except as herein modified, the provisions of the Original Agreement are expressly reaffirmed and remain in full force and effect. #1..
- 17 -
Amendment No. 3 -8- Hetch Hetchy and Claratina Avenue Structural Crossing IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Third Amendment to Agreement for Consultant Services in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. 2023- , adopted by the Council of the City of Modesto on the day of , 2023, and ASSOCIATED RIGHT OF WAY SERVICES, INC. has caused this Third Amendment to Agreement to be duly executed in duplicate. (Signatures on next page)
(4/10/2023 Approved by PH)
#1..
- 18 -
Exhibit 3
City of Modesto
SCOPE OF WORK FOR AMENDMENT NO. 3
1255 Treat Blvd.

Suite 815
Walnut Creek, CA 94597
925.691.8500 phone
925.691.6505 fax
www.arws.com
Client City of Modesto
Project: Hetch Hetchy and Claratina Avenue Structural Crossing Project Parcel Owner Services
082-009-003 Central California Conference Association of Seventh-Day Adventists
Task 6- Appraisal Services
Task 7 - Acquisition and Administrative Services
April 10, 2023
Request for Amendment 3 for Additional Right of Way Services relative to Standard Agreement for Consultant Services dated May 31, 2017
Scope of Services (Additional)
Task 6 – Appraisal Services
 Prepare appraisal report for fee simple and temporary construction easement for APN: 082-009-003.  Include residence in valuation
 TCE to be valued based on first entry onto property for construction and to terminate 3 years after first entry.  Construction estimated to begin in 3 years from current date.

Task 7 – Acquisition and Administrative Services
 Review, final, and assemble Purchase Agreements, Grant Deeds, and Temporary Construction Easements (TCEs) for parcels 082-009-003.
 Contact owner to explain project updates and final documents. Coordinate documents signing with property owners.  If requested by property owners schedule in person meetings and provide notary services.  Complete and assemble closing package for property (Administrative Settlement Memorandum, Escrow Instructions, Memorandum of Settlements, Check Requests, etc.) and forward the complete packages to the Client.  Coordinate and work with Client, Property Owner and Title Company to coordinate escrow closure.

Budget Estimate
An additional budget of $19,460.00 is being requested for these services, as follows:

Tasks Budget
Task 6 – Appraisal Services $8,500.00
Task 7 - Acquisition and Administrative Services $10,960.00 Additional Budget Total $19,460.00

AR/WS FEE SCHEDULE
#1..
- 19 -
Exhibit 3
City of Modesto
SCOPE OF WORK FOR AMENDMENT NO. #3

CONSULTING CATEGORY RATE
Principal Consultant $275.00
Managing Consultant $225.00
Consultant III $170.00
Consultant II $150.00
Consultant I $130.00
Right of Way Technician $105.00
Administrative Support $85.00
Appraisal Reports Lump Sum
Appraiser III (MAI) (Hourly) $225.00
Appraiser II (Hourly) $205.00
Appraiser I (Hourly) $180.00
Subcontractors Cost + 10%
Preparation for Court Appearances $300.00
Depositions, Court Appearances, Arbitrations / Mediations, Hearings, and Testimony $400.00
#1..
- 20 -
#1..
- 21 -
#1..
- 22 -
#1..
- 23 -
#1..
- 24 -
#1..
- 25 -
#1..
- 26 -
#1..
- 27 -
#1..
- 28 -
#1..
- 29 -
#1..
- 30 -
#1..
- 31 -
#1..
- 32 -
#1..
- 33 -
#1..
- 34 -
#1..
- 35 -
#1..
- 36 -
#1..
- 37 -
#1..
- 38 -
#1..
- 39 -
#1..
- 40 -
#1..
- 41 -
#1..
- 42 -
#1..
- 43 -
#1..
- 44 -
#1..
- 45 -
#1..
- 46 -
#1..
- 47 -
#1..
- 48 -
#1..
- 49 -
#1..
- 50 -
#1..
- 51 -
#1..
- 52 -
#1..
- 53 -
#1..
- 54 -
#1..
- 55 -
#1..
- 56 -
#1..
- 57 -
#1..
- 58 -
#1..
- 59 -
#1..
- 60 -
#1..
- 61 -

CITY OF MODESTO

ECONOMIC DEVELOPMENT

COMMITTEE AGENDA REPORT
DATE OF MEETING:

May 1, 2023
Date: March 23, 2023
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
Eric Alvarez, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Public Works Director
SUBJECT: Electric Vehicle Charging Station Grant Submittal Authorization CONTACT: Patrick Crowley, Facilities Manager, [email protected], 209-342-2274 DESCRIPTION:

Consider authorizing staff to apply for all Electric Vehicle Charging Station Grants available and forwarding to Council for approval. (Funding Source: Not Applicable) STRATEGIC PLAN ELEMENT:

The recommended action supports the City of Modesto’s 2020-2025 Strategic Plan Initiative:

Economic Vitality: “retain an attract residential, commercial, and industrial development to meet the community’s needs today and for the next generation; Goal E: “drive the success of a vibrant and economically sustainable business climate”.

BACKGROUND:

In 2020, Governor Newsom’s Executive Order N-79-20 mandated that all new passenger vehicles sold in California be zero-emission vehicles by the year 2035. The Advanced Clean Cars II regulations were adopted in 2022, imposing the next level of low-emission and zeroemission vehicle standards for model years 2026-2035 that contribute to meeting federal ambient air quality ozone standards and California’s carbon neutrality targets. The Advanced Clean Cars II regulations will rapidly scale down emissions of light-duty passenger cars, pickup trucks and SUVs starting with the 2026 model year through 2035.1 The Advanced Clean Cars II regulations are two-pronged. First, they amend the Zero-Emission Vehicle Regulation to require an increasing number of zero-emission vehicles, and relies on currently available advanced vehicle technologies, including battery-electric, hydrogen fuel cell electric and plug-in hybrid electric-vehicles, to meet air quality and climate change emissions 1 California Air Resources Board, https://ww2.arb.ca.gov/our-work/programs/advanced-clean-carsprogram/advanced-clean-cars-ii #2..
- 62 -
Economic Development Committee, May 1, 2023
Electric Vehicle Charging Station Grant Submittal Authorization

standards. Second, the Low-Emission Vehicle Regulations were amended to include increasingly stringent standards for gasoline cars and heavier passenger trucks to continue to reduce smog-forming emissions. In January 2023, the California Energy Commission 2announced that 18.8% of all cars sold in California in 2022 were zero-emission vehicles (ZEVs). Stanislaus County shows cumulative sales of over 5,000 light-duty ZEVs through 2022, with close to 12% of those vehicles being sold in in 2022.

The Stanislaus Council of Governments (StanCOG) 3 produced a report in 2022 stating that the number of electric vehicles in our county is expected to increase dramatically in the next 15 years, with projections ranging from 60,000 to more than 180,000 EVs by 2035. To support 60,000 EV drivers (the low end of projection for 2035), nearly 5,000 workplace Level 2 chargers, 3,000 public Level 2 chargers, and 500 direct current fast chargers will be needed. At the high end of the EV projection, more than 20,000 workplace and public Level 2 chargers and more than 1,000 DC fast chargers would be needed. The StanCOG report also recommended that the first priority location for public charging stations would be the downtown parking garages at 9 th Street or 10th Street, followed by parking lots at selected shopping and medical centers.

DISCUSSION:

There are a variety of potential grant opportunities that would assist in funding the infrastructure needs for the implementation of public and fleet electric charging stations to meet the anticipated demands laid out within StanCOG’s report and anticipated through the State of California’s projected modelling, to meet the demands required for the zero-emissions vehicle mandate by 2035.

Potential federal funding, as well as state, air quality district, and utility provider funding opportunities, typically have very brief submission timelines. The approval to submit applications will position the City to be eligible to receive these funding options and provide critical monetary resources to implement public and fleet charging stations to accommodate the conversion to all electric vehicles for general use and City needs. This will also align the City with local, state, and federal requirements for reducing carbon emissions, improving air quality, and ensuring access to electric vehicle resources.4
FISCAL IMPACT:

Submitting a grant application does not commit the City to any financial obligations as this item is an administrative action.

Staff will submit to Council any grant awards that have matching fund requirements or exceed $100,000 in funding.
2 California Energy Commission, New ZEV Sales in California, January 2023; https://www.energy.ca.gov/datareports/energy-almanac/zero-emission-vehicle-and-infrastructure-statistics/new-zev-sales 3 Stanislaus Council of Governments, Electric Vehicle Infrastructure Study, March 2022; https://www.stancog.org/181/Electric-Vehicle-Infrastructure-Study 4 U.S. Department of Energy, Alternative Fuels Data Center, https://afdc.energy.gov/fuels/laws/ELEC?state=CA #2..
- 63 -
Economic Development Committee, May 1, 2023
Electric Vehicle Charging Station Grant Submittal Authorization

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion approving staff to apply for all Electric Vehicle Charging Station Grants available and authorizing the City Manager, or his designee, to sign Grant Applications and related forms as needed and forwarding to Council for approval.

Approved by:

Bill Sandhu, Public Works Director
Joseph P. Lopez, City Manager
#2..
- 64 -

CITY OF MODESTO

ECONOMIC DEVELOPMENT

COMMITTEE AGENDA REPORT
DATE OF MEETING:

May 1, 2023
Date: March 29, 2023
TO: Economic Development Committee
Sue Zwhalen, Chair
Chris Ricci, Vice-Chair
Eric Alvarez, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Facility Name Change for Wastewater Treatment Facilities CONTACT: Jason Farnsworth, Wastewater Division Manager, [email protected], 209-577-6255
DESCRIPTION:

Consider approving renaming Modesto’s Water Quality Control Facilities to City of Modesto Regional Water Recycling Facility Sutter Campus and City of Modesto Regional Water Recycling Facility Jennings Campus and forwarding to Council for approval. (Funding Source:

Sewer Operations Fund)
STRATEGIC PLAN ELEMENT:

The recommended action supports the 2020-2025 City of Modesto Strategic Plan Initiatives, Goal D: Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance, and sustainability efforts.

BACKGROUND:

The City of Modesto owns and operates two wastewater treatment facilities: one on Sutter Avenue and one on Jennings Road. Modesto’s wastewater is treated to meet the stringent Federal and State regulatory requirements for recycled water. An average of 20 million gallons of Modesto’s wastewater is treated per day at the Sutter facility (Sutter). Of those, nearly 15 million gallons are further treated at the Jennings facility (Jennings) to tertiary (recycled water) levels, while the remaining wastewater is treated and stored at Jennings for irrigation of the Jennings Ranch.

In 1956, the wastewater treatment facility located on Sutter Avenue was referred to as “City of Modesto Sewage Treatment Plant”. On April 1, 1970, it was dedicated as “Modesto’s Water Quality Control Facility”.
#3..
- 65 -
Economic Development Committee, May 1, 2023
Facility Name Change for Wastewater Treatment Facilities

In 1969, the City purchased property along the San Joaquin River and began developing what is now the second largest pond system in the US. This newer system is often referred to as the “Jennings Secondary Treatment Facility”.

Over the years, both the Sutter and Jennings facilities have been referenced by various names in Resolutions and many other written documents and plans.

DISCUSSION:

Water is one of the most vital resources to our community, and conservation and management are of utmost importance. In this regard, the role of the City’s wastewater treatment facilities cannot be understated. These facilities are responsible for treating wastewater and ensuring that the wastewater returned to the region meets water quality objectives. However, the nomenclature of these facilities often lacks imagination and is not reflective of their true function.

The “Modesto Water Quality Control Facility” is a prime example of this issue. Renaming the facilities to the “City of Modesto's Regional Water Recycling Facility” reflects their actual operational function.

The outdated “Modesto Water Quality Control Facility” name was responsible for treating wastewater and ensuring that it meets water quality objectives. However, the name of the facility does not adequately convey its role in water conservation and sustainability. Instead, it is suggestive of a dated function that lacks innovation and may be disconnected from the community. On the other hand, the “City of Modesto's Water Recycling Facility” is a name that immediately conveys the purpose and function of the facility. The use of "water recycling" highlights the importance of water conservation and the need to recycle wastewater for reuse, while "Sutter Campus” and “Jennings Campus" emphasizes the facility's location and its relationship to the community it serves.

Furthermore, the proposed name is more in line with the current trends in the water/wastewater industry. The concept of water recycling is gaining popularity as a sustainable and eco-friendly method of water management. By renaming the facilities, Modesto will align itself with this trend, demonstrating its commitment to sustainable water management practices. The name change would also bring attention to the efforts of the facilities and the City to conserve water, which would be beneficial in promoting environmental awareness among the residents.

Renaming the “Modesto Water Quality Control Facility” to the “City of Modesto's Regional Water Recycling Facility” and highlighting the Sutter and Jennings Campus locations would also help to dispel any potential negative connotations often associated with wastewater treatment facilities. In addition, by emphasizing the facility's role in water recycling and conservation, the name change would rebrand the facility as a key player in promoting sustainable water management practices. This would also create a positive image of the facilities and encourage community members to support its efforts.

The official name for each facility is recommended as follows:

City of Modesto Regional Water Recycling Facility Sutter Campus City of Modesto Regional Water Recycling Facility Jennings Campus #3..
- 66 -
Economic Development Committee, May 1, 2023
Facility Name Change for Wastewater Treatment Facilities

Staff has reviewed the various permits for both facilities and have confirmed with the Central Valley Regional Water Quality Control Board that there are no restrictions preventing the renaming of the sites.

FISCAL IMPACT:

Funds for new signage will be budgeted in the Sewer Operations fund in FY 2024.

RECOMMENDED COMMITTEE ACTIONS:

Staff Recommendations:

Motion approving renaming Modesto’s Water Quality Control Facilities to the City of Modesto Regional Water Recycling Facility Sutter Campus and the City of Modesto Regional Water Recycling Facility Jennings Campus and forwarding to Council for approval.

Approved by:

William Wong, Director of Utilities
Joseph P. Lopez, City Manager
#3..
- 67 -

CITY OF MODESTO

ECONOMIC DEVELOPMENT

COMMITTEE AGENDA REPORT
DATE OF MEETING:

May 1, 2023
Date: March 29, 2023
TO: Economic Development Committee
Sue Zwhalen, Chair
Chris Ricci, Vice-Chair
Eric Alvarez, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Sale of Asset #20155-00 JWC Compactor with Auger and Grinder CONTACT: Jason Farnsworth, Wastewater Division Manager, [email protected], 209-577-6255
DESCRIPTION:

Consider approving the Sale of Asset # 20155-00, JWC Compactor with Auger and Grinder, to the City of Manteca for $6,500 and forwarding to Council for approval. (Funding Source:

Wastewater Fund)
STRATEGIC PLAN ELEMENT:

The recommended action supports the 2020-2025 City of Modesto Strategic Plan Initiatives, Goal D: Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance, and sustainability efforts.

BACKGROUND:

Asset # 20155-00, JWC Compactor with Auger and Grinder, currently located at Modesto’s Sutter Avenue Water Quality Control Facility, was taken out of service during the recently completed Headworks Capital Improvement Project. It was used to grind material from the Climber screen. It was in use for over 20 years and was ultimately taken out of service as it was deemed out-of-date and obsolete. The City of Modesto has since gone with a Sluice way and grinder to handle the debris from the fine screens.

DISCUSSION:

The City of Modesto Wastewater Division would like to sell Asset # 20155-00, to the City of Manteca, as they currently use the same make and model. Therefore, the City of Manteca can utilize the old asset as well as the remaining outdated mechanical seals that go with it.

Modesto Municipal Code Section 8-3.501(c) states that the Purchasing Manager, when designated by the City Manager, may also transfer any surplus personal property to another #4..
- 68 -
Economic Development Committee, May 1, 2023
Sale of Asset #20155-00 JWC Compactor with Auger, Grinder

governmental agency or to a quasi-public agency by negotiated sale, exchange, loan, or gift; provided that gifts hereunder to any agency shall not exceed an aggregate value of five thousand dollars ($5,000.00) annually. "Quasi-public agency," as used in this subsection, means a tax-exempt nonprofit corporation which is currently engaged in a public project financed in whole or in part by public funds pursuant to contract or grant agreement with a governmental agency, whose assets, upon dissolution, will not be distributable to or for any private person or purpose.

FISCAL IMPACT:

Finance advised that the determination of a ‘fair market value’ would be a matter for the expert and/or experienced personnel associated with the item being valued. A fair price of $6,500 was set for the equipment based on its condition, age, and other factors. By selling through a traditional sales process rather than relying on the unpredictability of an auction, helps to ensure that the City gets a fair price for their equipment.

Revenue received from the sale of this asset will be deposited into the Wastewater Fund.

RECOMMENDED COMMITTEE ACTIONS:

Staff Recommendation:

Motion approving the Sale of Asset # 20155-00, JWC Compactor with Auger and Grinder, to the City of Manteca for $6,500 and forwarding to Council for approval.

Approved by:

William Wong, Director of Utilities
Joseph P. Lopez, City Manager
#4..
- 69 -

CITY OF MODESTO

ECONOMIC DEVELOPMENT

COMMITTEE AGENDA REPORT
DATE OF MEETING:

May 1, 2023
Date: April 11, 2023
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
Eric Alvarez, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: New Closed-Circuit Television Camera and Transporter CONTACT: Jason Farnsworth, Wastewater Division Manager, [email protected], 209-577-6255
DESCRIPTION:

Consider approving the Purchase of a Closed-Circuit Television (CCTV) Camera and Transporter from RapidView LLC, Rochester, IN under the authorized dealer Jack Doheny Company (JDC), Northville, MI, for a total amount not to exceed $88,183 and forwarding to Council for approval. (Funding Source: Sewer Operations Fund) STRATEGIC PLAN ELEMENT:

The recommended action supports the City of Modesto 2020-2025 Strategic Plan Initiatives, Goal D: Provide safe, efficient and reliable infrastructure through proactive community investment, maintenance and sustainability efforts.

BACKGROUND:

In 2006, the State Water Regional Quality Control Board (SWRQCB) implemented the general Waste Discharge Requirements (WDR) governing the operations and maintenance of wastewater collection systems.

There is approximately 3,432,000 linear feet of pipeline in the City’s wastewater collection system. The City of Modesto, Wastewater Division is responsible for managing the City’s wastewater collection system and maintaining compliance with the WDR, which requires a Sanitary Sewer Management Plan (SSMP) be adopted by the “Enrollees” governing board at a public meeting.

In March 2007, HDR, a consultant group, completed a “WDR Gap Analysis” for the City with recommendations for maintaining compliance with the WDR. The WDR Gap Analysis recommended the purchase of an additional CCTV inspection unit (van). #5..
- 70 -
Economic Development Committee, May 01, 2023
New Closed-Circuit Television Camera and Transporter

On April 07, 2009, by Resolution No. 2009-150, the City Council approved the completed SSMP1. A key element in the SSMP, as outlined in the WDR, is the development of a rehabilitation and replacement plan. The program should include regular visual and TV inspections of manholes and sewer pipes.

The City’s only CCTV van inspects approximately 24,000 linear feet of pipe per month. At this rate, it will take 11.9 years to inspect the entire wastewater collection system one time. It was determined, an additional CCTV unit was critical in completing visual inspections of the entire system in a timely manner. In doing so, it improves the City’s Sanitary Sewer Overflow (SSO) reduction program.

With the purchase of the additional CCTV van, the City of Modesto is able to inspect its entire system well within compliance of industry standards. Industry standard calls for inspection of the entire wastewater collection system lines every 6-10 years.

On February 08, 2022, by Resolution No. 2022-087, the City Council approved the purchase of an additional CCTV Van from JDC, Northville, MI for a total cost not to exceed $264,154.

DISCUSSION:

The CCTV van was purchased as a complete operating unit. However, the included camera and transporter were designed for use in smaller diameter pipelines. In order to fully utilize the additional CCTV van, an additional camera and transporter, capable of inspecting larger diameter pipelines, is necessary. Furthermore, CCTV cameras and transporters are high wear items and require service on a regular basis. To avoid inspection interruptions, this additional equipment is recommended to also serve as a backup camera and transporter.

On April 5, 2023, the City Manager authorized the Purchasing Manager to solicit the procurement for a CCTV camera and transporter. On October 19, 2021, Sourcewell issued Request for Proposals (RFP) #120721 for Underground Infrastructure Inspection and Rehabilitation Equipment with Related Services, on the Sourcewell website2, the Sourcewell Procurement Portal3, Public Purchase website4, The New York State Contract Reporter website5, Merx, Biddingo, and The Oregon Daily Journal of Commerce. On December 7, 2021 proposals were electronically opened, and the list of all Proposers was made publicly available on the Sourcewell Procurement Portal. Thirteen (13) proposals were received and based on the Sourcewell Proposal Review Committee and criteria outlined in the RFP, four (4) contracts were awarded6 for this commodity which includes the CCTV Camera and Transporter. Based on the responsive and responsible proposer offering the7, City Staff recommends to award to Jack 1 Several updates to the SSMP have been approved by Council since that time: February 07, 2012, March 03, 2015, and August 17, 2017
2 www.sourcewell-mn.gov
3 www.proportal.sourcewll-mn.gov
4 www.PublicPurchase.com
5 www.nyscr.ny.gov
6 Aries Industries, Inc., Envirosight, LLC, RapidView LLC, and Rausch Electronics USA, LLC. 7 Conformance to RFP Requirements, Financial Viability and Marketplace Success, Ability to Sell and Deliver Service, Marketing Plan, Value Added Attributes, Warranty, Depth and Breadth of Offered Equipment, Products, or Services, and Pricing.
#5..
- 71 -
Economic Development Committee, May 01, 2023
New Closed-Circuit Television Camera and Transporter

Doheny Company, Northville, MI to purchase the CCTV camera and transporter for an amount not to exceed $88,183.

Sourcewell is a cooperative agency which streamlines the procurement process by developing Request for Bids (RFBs) or Request for Proposals (RFPs) for national competitive solicitations that meet or exceed local requirements. The competitive process is continually refined to best meet agency needs and allows Sourcewell to offer exceptional products from nationally acclaimed vendors.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $50,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in his or her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in procurement for the City at the lowest possible cost commensurate with the desired quality.” In addition, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California and other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served.

By utilizing Sourcewell, the City is complying with the requirements defined under this code for the CCTV camera and transporter.

FISCAL IMPACT:

The anticipated one-time cost of $88,183 was planned for and budgeted within the current Fiscal Year 22-23 operating budget.

The original quote was received prior to April 01, 2023 and includes the previous sales tax rate of 7.875% contributing $6,382.38 to the total cost of $87,377.02. However, the true total cost was calculated according to the new sales tax rate of 8.875% or $7,188.27 for a total cost of $88,183.

Due to the short life of the quote (30 days), an updated quote reflecting the new tax rate will be requested prior to taking the item to Council, which is scheduled for May 06, 2023 pending Committee approval.

Charge Account: 4210-44211-57004
(Sewer Operations Find- Sewer Collections-Tools and Equipment Greater than $5,000) RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion approving the Competitive Bidding Process from Sourcewell (formerly National Joint Powers Alliance), with RapidView LLC, Rochester, IN, under the authorized dealer Jack Doheny Company, Northville, MI, for a Closed-Circuit Television (CCTV) Camera and Transporter for a total amount not to exceed $88,183 and forwarding to Council for approval. #5..
- 72 -
Economic Development Committee, May 01, 2023
New Closed-Circuit Television Camera and Transporter

Approved by:

William Wong, Director of Utilities
Joseph P. Lopez, City Manager
Attachments:

1. Jack Doheny CO Quote

2. Financial Interest Disclosure

3. Scoring Abstract
#5..
- 73 -
1 1
1 1
1 1
1 1
1 1
1 1
1 Date: 1/24/2023
1 Branch: 1700
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1 CUSTOMER:
1 ADDRESS:
1 CITY, STATE, ZIP:
1 PHONE:
1 EMAIL:
1 ATTN:
1 1
1 1
1 1
1 1
1 8-30 22 Updated

JOHN ADAMS
RAPIDVIEW ID:

PROPOSAL ID:

DOHENYCOMPANY.COM
Sourcewell Contract #120721-RVL

CITY OF MODESTO
501 N JEFFERSON ST

MODESTO CA
209-505-8023
#5..
- 74 -
1 LIST SELECTED
1 904055000 $ 2,267.00 $ 2,267.00
1 REQUIRED TO ADD SMALL CAMERA TO LARGE TRACTOR
1 T76 Tractor and Accessories:
1 904110390 $ 1,476.00 $ 1,476.00
1 900410891 $ 1,685.00 $ 1,685.00
1 900406691 $ 1,540.00 $ 1,540.00
1 1 HD Systems:
1 V4004025 ORPHEUS HD Pan & Tilt with Zoom with Transmitter $ 35,568.00 $ 35,568.00 1 905244001 $ 1,802.00 $ 1,802.00
1 REQUIRED TO USE LARGE CAMERA ON SMALL TRACTOR
1 V9049001
$ 23,823.00 $ 23,823.00
1 V9040013 $ 6,684.00 $ 6,684.00
1 904116031 $ 7,811.00 $ 7,811.00
1 1 904401491 $ 1,453.00 $ 1,453.00
1 1 Sourcewell Build-Quote Summary
1 $ 84,109.00
1 $ 3,364.36
1 $ 80,744.64
1 1 $ 250.00
1 1 $ 80,994.64
1 1 $ 6,382.38
1 $ 87,377.02
1 Freight and PDI:

Field Training:

Total:

Module/Options/Chassis Total:

Options Sourcewell Discount 4%:

Module/Options Total per Sourcewell Price Schedule:

Modesto, CA- Sales Tax Rate 7.88%:

Total with Sales Tax:

Tungsten Carbide Wheels for T76/86PANO 2 in 6" and up
T76 HD Camera Tractor
Mainline tractor for use in pipelines 5" and up
Zero turn radius, full steering with ATC (Auto Tilt Compensation) Includes lowering claw, toolset and 5"/6"/8"/10" wheelsets If using as a mainline crawler - requires V9040013 below T76 can be used as the chassis for the LISY 3.2 HD Extension Add the elevator to help in larger pipelines.

T76/86 3.2 S HD Camera Base Module;
Includes transmitter ( (33kHz) and (512Hz), required for HD cameras T76/86 Camera Elevator Raise the Camera into the center of the pipe remotely Tungsten Carbide Wheels for T76/86/PANO 2 in 8" and up
T76/86/PANO 2 Treaded Wheelset for 12" and up on T76 (Hard) Large Pneumatic Tires for T76/86/PANORAMO/LISY (Black)
Adapter - 8HD-10HD (req. to connect Orion 3 to CB3.2 or CC 2.1-5-1 HD Camera Connection TYPE 2.1 HD for T66HD -Standard straight connector. #5..
- 75 -
1 1
1 1
Customer:
1 By:
1 Date:
1 Email:
above only when signed by the customer or one of its officers.

Stephanie Prescott
Regional Sales Representative
760-644-5147
[email protected]
This proposal becomes a contract for delivery and payment of the merchandise listed • Sales Price does not include any applicable sales taxes. Buyer is responsible for and agrees to pay all applicable sales tax. • The Sale of New Equipment Terms and Conditions are incorporated into and made a part of this Proposal upon acceptance and execution of this Proposal by both parties.
• Execution of this Proposal by Seller and Buyer constitutes a binding agreement between the parties. • If this Proposal is not executed by both parties within thirty (30) calendar days from the Proposal Date, this Proposal shall become null and void, unless subsequently executed by both Buyer and Seller.

Thank you for your consideration of this proposal.

Sincerely yours,
Terms and Conditions
• Acceptance of this Proposal is subject to availability of the Equipment listed above.

RapidView LLC (Vendor) reserves
the right to increase the price of vehicle chassis, trailers, and all-terrain vehicles in proportion to any increase of costs to the VENDOR between the date of acceptance of the order and the date of delivery (including without limitation costs relating to exchange rates, model year changes, manufacturer price increases, labor, materials, transport and taxes). ***Surcharges or rate increases issued by manufacturer that affect this quote following quote acceptance, but prior to order delivery, will be the responsibility of Buyer. Any surcharge or increase that is applied to this purchase will be applied at same cost as issued by manufacturer.***
#5..
- 76 -

INVOICE INFORMATION
Sold to: Name
Address
Contact
Phone #
Email Address:

Ship to: Name
Address
Contact
Phone #
Email Address

PLEASE SELECT TYPE OF BUSINESS
Environmental ___________Petro Chemical_______ Gas & Oil_________________ Sewer & Water_______ Industrial Plant___________Utility_______________ Municipal________________ Other_______________ Customer Signature:
#5..
- 77 -
1 PIGGYBACK # 2223-47

CCTV EQUIPMENT

BID FORM F - FINANCIAL INTEREST DISCLOSURE
Any contract award to result from this IFB process and Bidder’s submission of a Bid therewith will require approval by a majority vote of the City of Modesto’s City Council. In order to have full transparency in any City of Modesto commercial actions, the City Council may not approve an agreement between the City and the Bidder until all person with a direct or indirect financial interest of greater than $2,000 in the Bidder are identified by name.

Bidder must therefore complete this Bid Form F – Financial Interest Disclosure, listing by name all parties that have a material financial interest in the agreement, contract or development right.

PLEASE NOTE, any Council action that requires a Financial Interest Disclosure cannot be considered by the City Council until the required reporting is made. That means that City Council agenda items without the disclosure will be removed from the Council agenda.

Financial Interest Disclosure to City of Modesto
The Bidder shall identify any person with a financial interest in the Bidder by name, below.

For the purposes of this disclosure, a “Financial Interest” shall have the meaning contained in Modesto Municipal Code section 2-10.02.

Persons having an aggregate economic interest in the Bidder less than two thousand dollars ($2,000.00) at all times prior to final Council action of the proposed contract are not required to be listed on the Financial Interest Disclosure.

Notwithstanding the foregoing, a Financial Interest Disclosure is not required for a Bidder meeting the financial criteria for listing on the New York or the Pacific Stock exchanges unless it is reasonably foreseeable that a City Council decision will increase or decrease that entity's gross revenues or expenses by one million dollars ($1,000,000) or more and the requirements of Modesto Municipal Code Section 2-

10.03(h) are satisfied.

It is the legal obligation of all applicants for approval of an agreement or of an application for development rights to verify in writing, under penalty of perjury, that the identity of each person having a material financial interest in the Bidder is true, correct and complete. By signing below, the applicant understands that this information is provided under penalty of perjury, and that intentionally supplying misinformation or deception may result in either invalidation of the agreement or application, or criminal prosecution for misdemeanor violation of the Modesto Municipal Code, or both. Negligent provision of misinformation shall be grounds for invalidation. In accordance with the Modesto Municipal Code, each applicant has a continuing obligation to maintain the truth, accuracy and completeness of the financial interest disclosure information provided below until after final consideration by the City Council of any matter arising out of or relating to the agreement or application.
#5..
- 78 -
2 PIGGYBACK # 2223-47

CCTV EQUIPMENT
Print Names of Persons Having a Financial Interest in Bidder Receiving this Agreement:

First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
By signing this document, I agree to the information contained within.

Bidder Company Name:

Name of Bidder Signatory:

Signature of Bidder Representative:

N/A
Jack Doheny Company
#5..
- 79 -
Advanced Pace
Technologies, LLC dba
Advanced Plumbing
Technology Aries Industries
Best Equipment Company,
Inc. (Envirosight, LLC) CUES, Inc
DuCo, LLC (Rausch
Electronics USA, LLC) HBM Group, Inc. Hurco Technologies, Inc.

Possible Points
Conformance to Terms/ Conditions to
Include Documentation 50 44 44 38 34 41
Pricing 400 347 334 304 338 331
Financial, Industry and Marketplace 75 65 62 62 58 59
Bidder's Ability to Sell/ Service Contract
Nationally 100 84 89 82 74 70
Bidder's Marketing Plan 50 43 44 37 41 39
Value Added Attributes 75 65 65 54 60 57
Warranty Coverages and Information 50 43 41 41 42 41
Selection and Variety of Products and
Services Offered 200 163 159 157 163 143
Total Points 1,000 854 838 775 810 781
Rank Order 1364 5
Infratech Solutions, LLC
Insight Vision Cameras
(Alliance Technology, LLC) RapidView, LLC
SB Manufacturing, Inc.
(Superior Broom, Inc.)
Visual Imaging Resources,LLC dba VIR Proteus
Wachs Utility Products
(Illinois Tool Works)
Possible Points
Conformance to Terms/ Conditions to
Include Documentation 50 32 35 44 38 35
Pricing 400 241 276 329 321 288
Financial, Industry and Marketplace 75 48 57 68 58 59
Bidder's Ability to Sell/ Service Contract
Nationally 100 59 68 85 74 67
Bidder's Marketing Plan 50 32 37 44 38 31
Value Added Attributes 75 47 52 63 47 52
Warranty Coverages and Information 50 35 33 40 38 36
Selection and Variety of Products andServices Offered 200 153 145 166 149 126 Total Points 1,000 647 703 839 763 694
Rank Order 1082 79
Greg Grunig, Procurement Lead Analyst Chris Robinson, CPSM, Procurement Manager Brandon Town, CPSM, CPSD, Procurement Analyst Nick Scholer, Procurement Analyst Underground Infrastructure Inspection and Rehabilitation Equipment with Related Services RFP #120721 Proposal Evaluation








 








#5..
- 80 -

CITY OF MODESTO

ECONOMIC DEVELOPMENT

COMMITTEE AGENDA REPORT
DATE OF MEETING:

May 1, 2023
Date: March 28, 2023
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
Eric Alvarez, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Procurement of Accu-Tab Chlorination Tablets and Systems for the Purpose of Water Treatment
CONTACT: Jeff Daniels, Water Division Manager, [email protected], 209-342-4568 DESCRIPTION:

Consider approving an Agreement with Westlake Corporation for the Purchase of Accu-Tab Chlorination Systems and related equipment for a total amount not to exceed $650,000 over five (5) years and forwarding to Council for approval. (Funding Source: Water Fund) STRATEGIC PLAN ELEMENT:

The recommended action supports the 2020-2025 City of Modesto Strategic Plan Initiatives, Goal D: Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance, and sustainability efforts.

BACKGROUND:

The Utilities Department, Water Services Division, uses chlorine tablets and systems to treat various water well sites. Chlorination tablets and system services are necessary to ensure the water quality supply for the City’s service areas and to meet all compliance requirements set forth by the California State Water Resources Control Board, which requires well water to be chlorinated.

On October 23, 2012, by Council Resolution 2012-423, Council authorized the award of sole source procurement for the purchase and delivery of Accu-Tab Calcium Hypochlorite tablets, PowerPro Chlorination Systems and related equipment to Pittsburgh Plate Glass (PPG) Industries, Pittsburgh, PA. In January 2013, PPG merged with Georgia Gulf Corporation to become Axiall Corporation (Axiall); however, all other terms and conditions of the agreement remained the same.

On June 6, 2017, by Council Resolution 2017-212, Council authorized the award of sole source procurement for the purchase and delivery of Accu-Tab Calcium Hypochlorite tablets, PowerPro Chlorination Systems and related equipment to Axiall. In September 2022, Axiall merged with #6..
- 81 -
Economic Development Committee, May 1, 2023
Procurement of Accu-Tab Chlorination Tablets and Systems for the Purpose of Water Treatment

Westlake Corporation (“Westlake”), Houston, TX. The current agreement is set to expire June 30, 2023.

DISCUSSION:

Staff recommends establishing a new agreement with Westlake for the sole source procurement of Accu-Tab Calcium Hypochlorite tablets, PowerPro Chlorination Systems and related equipment. The Accu-Tab chlorination systems are in place at approximately 30 domestic water well sites throughout the City and its outlying systems. The use of any other tablets in an AccuTab feeder will void the warranty from Westlake, void the National Sanitation Foundation (NSF) certification issued to this system, and may also cause inadequate or over-chlorination due to variation in the dilution rate.

Modesto Municipal Code Section 8-3.204 generally requires all purchases which meet or exceed $50,000 for material, equipment or contractual services to be formally bid. However, MMC 8-3.204(b) provides that a purchase may be exempted from the City’s formal bidding requirement where the Purchasing Agency’s requirements can be met solely by a single article or process. Due to the fact that Westlake is the original manufacturer for the Accu-Tab CalciumHypochlorite tablets, PowerPro Chlorination Systems, and related equipment, staff recommends that Westlake should be exempt from the formal bidding procedures in accordance with Modesto Municipal Code 8-3.204(b).

FISCAL IMPACT:

The current agreement had an average of $64,000 expended annually over the last five years (to date).

YEAR EXPENDED
Contract Year 1 $58,995
Contract Year 2 $58,476
Contract Year 3 $98,784
Contract Year 4 $54,896
Contract Year 5 (year-to-date) $48,125
TOTAL $319,276
Staff estimates annual expenditures not to exceed $125,000 for the first year of the new agreement, and the total five-year amount not to exceed $650,000. This anticipated increase is based on the spending trend from the previous five years and accounts for the addition of four new treatment sites requiring chlorination, as well as two new sites that will be receiving chlorination treatment in the next five years. Also, if California continues to deal with low precipitation or drought conditions over the course of the agreement, the City will rely more heavily on groundwater, which will increase chlorine usage requirements.

Sufficient funds are budgeted in the Water Fund operating budget, Chemical and Lab Supplies account: 4100-45050-52190, to support staff’s recommendation. #6..
- 82 -
Economic Development Committee, May 1, 2023
Procurement of Accu-Tab Chlorination Tablets and Systems for the Purpose of Water Treatment

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion approving the Sole Source Agreement with Westlake Corporation, Houston, TX, for the Procurement of Calcium Hypochlorite Accu-Tab SI Tablets, Power-Pro Chlorination Systems, and related equipment for an estimated annual amount of $125,000, and a total amount not to exceed $650,000 over five (5) years and forwarding to Council for approval.

Approved by:

William Wong, Director of Utilities
Joseph P. Lopez, City Manager
Attachments:

1. Agreement

2. Bid Waiver and Sole Source Letter
#6..
- 83 -
Westlake_City of Modesto MASTER SALES CONTRACT T(July 2023) Page 1 of 23

CONFIDENTIAL
WESTLAKE CHEMICALS & VINYLS LLC – CITY OF MODESTO, STATE OF

CALIFORNIA
ACCU-TAB Sales Agreement
THIS AGREEMENT (the “Agreement”) is made between Westlake Chemicals & Vinyls, LLC, which is a Delaware limited liability company having its principal offices and place of business at 2801 Post Oak Blvd., Houston, Texas 77056 (“Seller”) and City of Modesto, State of California, (“Buyer”), a municipal corporation of the State of California, with a principal office and place of business at PO Box 642 Modesto, CA 95353. This Agreement shall be effective as of July 1, 2023 (the “Effective Date”). Buyer and Seller are each a “Party” and collectively the “Parties”.

Intending to be legally bound, Seller and Buyer agree as follows:

1.0 Sale and Purchase. Seller will sell, transfer and deliver and Buyer will purchase, accept and pay for the products specified, at the prices, in the quantities, for the period and upon the terms and conditions hereinafter stated.

2.0 Products and Quality. The products to be sold and purchased pursuant to this Agreement are Calcium Hypochlorite 68%, Accu-Tab SI Tablets, referred to as “TABLETS” and Chemical Feed Equipment, Accuand Tab Chlorination Systems, collectively referred to as “SYSTEMS”(unless otherwise indicated, referred to individually and collectively as the “Product”), conforming to the specifications set forth in attached Exhibit A (the “Specifications”). The Specifications for the Product, as well as the grade of the Product, may be changed at any time during the term of this Agreement only upon the mutual written agreement of the Parties.

3.0 Term. This Agreement shall be for a term of sixty (60) calendar months beginning on the Effective Date and continuing until June 30, 2028 (the “Initial Term”). As used herein, “Contract Year” means a consecutive twelve (12) calendar month period beginning on July 1, 2023 and end on June 30, 2024. To the extent necessary under this Agreement, should any time period during the term not be included as part of a full Contract Year, the Parties’ obligations hereunder during that time period shall be prorated accordingly. The Initial Term and any subsequent renewal term herein may be sometimes collectively referred to as the “term”.

4.0 Quantities.

4.1 Requirements. Seller shall sell to Buyer and Buyer shall purchase from Seller during each Contract Year of this Agreement, at a minimum, the percentages of Buyer’s total requirements of the Product set forth below for each of Buyer’s below specified facilities. The annual total requirements for each facility hereunder are estimated to be as follows:

Products
Buyer’s Facility
Minimum Purchase
Requirement % to be
Purchased by Buyer from Seller
Estimated Quantities per
Contract Year to be Purchased
by Buyer from Seller
#6..
- 84 -
Westlake_City of Modesto MASTER SALES CONTRACT T(July 2023) Page 2 of 23 Accu-Tab SI
Tablets 60 lb. Pail
City of Modesto
4240 Litt Rd.

Modesto, CA
95357
100% 13 tons (26,000 lb.)
Accu-Tab
Chlorination
System
City of Modesto
4240 Litt Rd.

Modesto, CA
95357
100% As needed

4.1.1 Unless otherwise mutually agreed in writing by the Parties, Buyer shall purchase and accept the Product in reasonably uniform monthly quantities and per a monthly delivery schedule for each specified facility to be agreed upon by Seller and Buyer from time-totime. For avoidance of doubt and subject to the Force Majeure provisions in this Agreement, Seller shall not be obligated to sell and deliver hereunder during any calendar month more than one-twelfth (1/12th) of the Contract Year maximum specified below in Section 4.1.4.

4.1.2 Without Seller’s prior written consent, Buyer will not reduce its requirements hereunder for the Product by using a substitute grade or commodity for the Product.

4.1.3 If Buyer’s actual purchases hereunder are consistently less than eighty-five percent (85%) of Buyer’s estimated quantities for the Product for any single location, then Seller may initiate a renegotiation of the price structure under this Agreement for that Product by providing written notice to Buyer. Upon the serving of such notice, the Parties shall undertake promptly and in good faith to determine, what, if any, revision of the price structure is appropriate. If such negotiations do not result in agreement within sixty (60) days after the notice is served, Seller may, at its option and by written notice to Buyer within thirty (30) days thereafter, terminate this Agreement as to the applicable Product or all Product effective thirty (30) days from the date of the termination notice.

4.1.4 Maximum Sales Obligation. Unless otherwise agreed to in writing by Seller, Seller’s maximum Product sales obligation hereunder during each Contract Year of this Agreement for each facility specified above in Section 4.1 is 40 tons; provided, however, if Buyer’s actual purchases hereunder are consistently less than Buyer’s estimated quantities for a Product for each facility, then Seller upon written notice to Buyer may reduce Seller’s maximum sales obligation hereunder for the remaining term of this Agreement for the applicable Product to more closely reflect the actual quantities then being purchased by Buyer of that Product (any such written notice from Seller will specify Seller’s reduced annual Contract Year maximum). In the event Buyer reasonably anticipates the minimum percentage requirements specified above will generate a quantity for the Product for a Contract Year which is more than Seller’s maximum sales obligation specified above for the applicable Product, Buyer shall notify Seller of such excess requirement as to which Seller shall have a first right of refusal. Within thirty (30) days of Seller’s receipt of Buyer’s notice, Seller, at its option, shall notify Buyer that either Seller will supply such excess requirements under this Agreement or that Buyer is free to purchase such excess requirements elsewhere for that Contract Year.

4.1.5 Notwithstanding anything above or any prior course of dealing between Buyer and Seller, Buyer shall not be required to purchase any fixed minimum or estimated quantity of a Product for which it has no actual need during the term of this Agreement. #6..
- 85 -
Westlake_City of Modesto MASTER SALES CONTRACT T(July 2023) Page 3 of 23

4.2 Annual Quantity Notification. Subject to Buyer’s minimum purchase obligation and Seller’s maximum sales obligation specified herein, on or before April 1, 2023, and on or before each April 1 occurring thereafter during this Agreement, Buyer, for planning purposes only, shall give Seller a written forecast of Buyer’s estimated requirements for each Product for the calendar year next following such notification date.

5.0 Price and Payment.

5.1 Base Price. Buyer shall pay to Seller for all quantities of the Tablets and Systems sold and delivered hereunder at the base prices (the “Base Price(s)”) listed in Exhibit B, as adjusted in accordance with Section 5.1.1 below, and upon the trade terms, CPT Incoterms® 2010, set forth below:

Buyer’s
Facility Product BasePrice/Lb.

Seller’s
Shipping
Point
Freight
Disposition
Trade Terms
(Incoterms®
2010)
Mode of
Transportation
City of
Modesto
4240 Litt Rd.

Modesto,
CA 95357
Accu-Tab
SI Tablets
60 lb. pail
$2.55/lb. Westlake
Warehouse
Prepaid and
Absorbed on 4
pallet minimum
orders
CPT Buyer’s
Facility
Truck

5.1.1 Price Adjustment. The Base Price(s) may be changed by Seller as of the first day of any new contract year (July 1) by no more than 5% on Accu-Tab SI Tablets (TABLETS) and no more than 10% on Accu-Tab Chlorination Systems (SYSTEMS) (including pumps and parts) by giving Buyer notice, in writing, of such change at least sixty (60) days prior to the effective date thereof as listed in Exhibit B.

5.1.2 Government Restriction on Prices Seller shall have the right to terminate this Agreement upon sixty (60) days’ notice to Buyer in the event Seller desires to revise the price or prices pursuant to this Section 5.0, but is restricted to any extent against so doing by reason of any law, decree, order or regulation of government or in the event the price or prices currently effective hereunder are deemed to be in excess of those allowed under any law, decree, order or regulation of government

5.1.3 Temporary Voluntary Allowances and Price Reductions. Notwithstanding the foregoing, Seller may, from time-to-time, institute or remove a temporary voluntary allowance or other competitive allowance, or price reduction with notice to Buyer. Such allowance or reduction shall not be deemed to be a permanent change or amendment of the Base Price and may be revoked by Seller at any time.

5.1.4 Logistical Costs. In addition to the Base Prices, Seller may invoice Buyer for any actual cost increase incurred by Seller in logistical costs (e.g. transportation costs, freight costs or carrier fuel charges) on deliveries hereunder from those logistical costs included as part of the then Base Prices.

5.1.5 Transportation Surcharge. Nothing in this Agreement shall preclude the Parties hereto from negotiating a mutually acceptable surcharge for future transportation costs and expenses relating to the transportation of the Product to Buyer pursuant to this Agreement.

5.2 Terms of Payment. Invoices will be issued on the date of shipment, and terms of payment will be net cash (in United States dollars) within sixty (60) days from the date of Seller’s invoice. Payment terms shall be subject to continued credit worthiness/financial condition evaluation; if credit terms #6..
- 86 -
Westlake_City of Modesto MASTER SALES CONTRACT T(July 2023) Page 4 of 23 are not satisfied or credit/financial conditions become materially impaired, in Seller’s reasonable opinion, Seller may change the terms including, without limitation, the right to change the payment terms for any further shipments to “cash in advance” or “cash on delivery” as Seller may determine to be appropriate in its sole and exclusive discretion. Seller, at its sole election, may add a surcharge from one percent (1%) up to the maximum legally allowable interest rate for late payment of any invoice not made by the required due date.

5.3 Change in Payment Terms in Event of Adverse Financial Conditions or Bankruptcy. Without limiting the provisions of Section 5.2 above, in the event that: (a) one or more events occur which, in Seller’s sole discretion, adversely affect Buyer’s financial condition; or (b) Buyer files a voluntary petition for relief under Title 11 of the United States Code (the “Bankruptcy Code”) or any similar law, or has an involuntary petition for such relief filed against it which is not dismissed within thirty (30) days, Seller shall have the right to change the payment terms of any further shipments to “cash in advance,” or “cash on delivery,” or such other terms as Seller may determine to be appropriate in its sole and exclusive discretion.

5.4 Security Interest. As security for the performance of all of Buyer’s obligations under this Agreement, and any other agreement between the Parties, Buyer hereby grants to Seller a security interest under the Uniform Commercial Code in all inventory and goods sold by Seller to Buyer, including without limitation all goods in transit from Seller to Buyer, and all monies owed by Seller to Buyer in Seller’s possession, including, without limitation, any monies due for goods purchased by Seller from Buyer under any other contract or agreement between them, and any rebates or other customer incentives coming due and owing by Seller to Buyer under the terms of this Agreement or any other agreement. To the extent that Seller determines in its sole discretion that it is desirable to do so, Buyer hereby authorizes Seller to execute on its behalf and file it in all appropriate governmental offices such UCC-1 Financing Statements (or similar filings in foreign jurisdictions) as may be deemed necessary and appropriate by Seller to perfect such security interest.

6.0 Title and Delivery. Unless otherwise mutually agreed to in writing by the Parties, the Product shall be delivered, and title and ownership of the Product shall transfer and pass to Buyer upon delivery of the Product to Buyer at Buyer’s facility. Risk of loss of the Product and terms of carriage and related obligations of Seller and Buyer shall be per and as defined in the transportation trade term (Incoterms® 2010) specified in Section 5.1 hereof. No reconsignment of transportation equipment owned, furnished or controlled by Seller shall be made and same shall be immediately returned to Seller after the Product has been removed therefrom in as good condition as received, reasonable wear and tear excepted.

Demurrage or extra detention charges on such equipment of Seller are for Buyer’s account in accordance with Seller’s then standard policies with respect to allowed Free Time and detention charges.

6.1 Conditions Precedent to Deliveries in Event of Adverse Financial Conditions or Bankruptcy. In the event that: (a) one or more events occur which, in Seller’s sole discretion, adversely affect Buyer’s financial condition; or (b) Buyer files a voluntary petition for relief under the Bankruptcy Code or any similar law, or has an involuntary petition for such relief filed against it which is not dismissed within thirty (30) days, Seller, in its sole and exclusive discretion, shall have the right to stop any shipments of the Product or any other goods then in transit to Buyer, and thereby exercise an immediate right of possession thereto.

7.0 Seller’s Right to Setoff. In the event that Buyer files a voluntary petition for relief under Title 11 of the Bankruptcy Code or any similar law, or has an involuntary petition for such relief filed against it which is not dismissed within thirty (30) days, Seller, in its sole and exclusive discretion, shall have the right to institute an administrative freeze on the payment of any sums due and owing from Seller to Buyer under any agreement between the Parties, and Buyer hereby consents to relief from the automatic stay being granted to Seller under Bankruptcy Code Section 362(d) or any similar law, on the filing of any appropriate motion, to effect setoff of any sums due and owing from Seller to Buyer against any sums due and owing from Buyer to Seller.
#6..
- 87 -
Westlake_City of Modesto MASTER SALES CONTRACT T(July 2023) Page 5 of 23

8.0 Executory Contract. Buyer and Seller each hereby agree that there are ongoing material obligations owed by each to the other under this Agreement, other than the right to payment, such that the Agreement is an “executory contract” within the contemplation of Section 365 of the Bankruptcy Code.

9.0 Confidentiality. Any information disclosed or provided by one Party hereto to the other under and in connection with this Agreement and marked as being confidential, and in any event the pricing, forecasts and terms and conditions of this Agreement, all shall be confidential, shall be used only for purposes of this Agreement and shall not be disclosed by a Party hereto to any third party without the prior written consent of the other Party, except (i) as required by law, governmental regulation, court order or similar legal process, or applicable stock exchange rules and regulations, provided the Party seeking to disclose notifies the other Party of the requirement to disclose and reasonably cooperates with the other Party to limit the disclosure, (ii) to the extent such matter or information is or becomes publicly known other than by disclosure to the Party seeking to disclose, (iii) to the extent such information is independently developed without resort to the disclosed information, or (iv) to the extent such matter or information has been lawfully received by the Party seeking to disclose from a third party who has not breached a contractual, legal or fiduciary duty of nondisclosure with respect to such matter or information. The obligations set forth in this Section 9.0 shall continue during the term of this Agreement and for two (2) calendar years thereafter.

10.0 Hardship. If, during the term of this Agreement, either Party hereto experiences a Hardship (as defined below), the affected Party may initiate a renegotiation of the price structure under this Agreement by providing written notice to the other stating the grounds upon which the price adjustment is required. Upon the serving of any such notice, the Parties shall undertake promptly and in good faith to determine, what, if any, revision of the price structure is appropriate. If such negotiations do not result in agreement within sixty (60) days after the notice is served, the Party which served the notice may, at its option and by written notice to the other Party within thirty (30) days thereafter, terminate this Agreement effective thirty (30) days from the date of the termination notice. As used herein, the term “Hardship” shall mean any substantial change in the conditions surrounding this Agreement which change: (i) is or might be reasonably likely to result in a material hardship to either Party with respect to this Agreement; and (ii) was not intended or reasonably anticipated by the affected Party when entering into this Agreement – for example, where the enactment, promulgation or requirement of any governmental law or regulation and/or judicial or administrative order requires Seller or Buyer to invest capital with respect to the production or use of one of the Products and without revision of the price structure, there would be no corresponding economic benefit generated by the investment to substantially offset its financial impact on that Party or, for another example, where the costs of raw materials or energy for the production of the Product deviates significantly from historic costs therefor. By way of example, and without limitation, an increase of US$50 or more in Seller’s cost to produce one ECU constitutes a Hardship.

11.0 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original notwithstanding that all of the Parties’ signatures do not appear on the same page, and all of which taken together will constitute one single agreement between the Parties.

12.0 General Terms. The attached General Terms for Sales Agreement and the Exhibits form an integral part of this Agreement as if recited at length over the signatures hereto affixed.

Each Party is signing this Agreement as of the Effective Date.

Westlake Chemicals & Vinyls, LLC
(“Seller”)
City of Modesto, State of California
(“Buyer”)
By: By:

Name (Print): Name (Print):

Title: Title:
#6..
- 88 -
Westlake_City of Modesto MASTER SALES CONTRACT T(July 2023) Page 6 of 23

GENERAL TERMS FOR

SALES AGREEMENT FOR WESTLAKE CHEMICALS & VINYLS, LLC

1.0 Default/Termination: Each delivery under this Agreement is a separate transaction, without reference to any other shipment. If either Party is in default with respect to any of the terms or conditions of this Agreement including, without limitation, Buyer’s failure to pay any invoice in accordance with the terms of this Agreement, the other Party may, at its option, defer further performance until the default is remedied, and, without prejudice to any other legal remedy, may terminate this Agreement if the default is not remedied within twenty (20) (five (5) for nonpayment of invoices) working days after written notice is provided to the Party in default, specifying the thing or matter in default. Any termination of this Agreement shall not release either Party from any liability or obligation which has already accrued at the effective time of termination, nor affect in any way the survival of any right, duty or obligation of either Party which is expressly stated in this Agreement to survive termination of this Agreement. The provisions of this Section shall survive any termination or expiration of this Agreement.

2.0 TABLETS AND SYSTEMS Warranty and Limitation of Remedy:

2.1 All claims relating to quality, quantity, weight, condition and loss of or damage to the TABLETS contained in any delivery will be waived by Buyer unless made in writing to Seller within thirty (30) days after the earlier to occur of either: (1) tender of delivery to, and refusal to accept delivery by Buyer; or (2) acceptance of delivery by Buyer; or (3) the dates specified for delivery.

2.2 Any technical information or assistance that Seller gives Buyer is provided at Buyer’s risk and is not a warranty or specification. Except as stated in Section 4.0 hereof titled “Patents,” Seller warrants only its title to the Product and that the TABLETS shall conform to the Specifications expressly referred to in the Agreement, or if no Specifications are referred to, Seller’s thencurrent, standard, written specifications for the TABLETS, at the time of shipment of the TABLETS (the “Specifications”). THESE ARE THE ONLY REPRESENTATIONS OR WARRANTIES

SELLER MAKES IN REGARDS TO THE TABLETS AND ALL OTHER EXPRESS OR IMPLIED

WARRANTIES, UNDER STATUTE OR ARISING OTHERWISE IN LAW FROM A COURSE OF

DEALING OR USAGE OF TRADE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED

WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, ARE DISCLAIMED BY SELLER. IN THE EVENT ANY OF THE TABLETS FAIL TO CONFORM TO THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 2.2 SELLER’S EXCLUSIVE OBLIGATION AND BUYER’S EXCLUSIVE REMEDY SHALL BE LIMITED TO, AT SELLER’S OPTION: REPLACEMENT OF THE NONCONFORMING PRODUCT AT SELLER’S

EXPENSE, OR A REFUND OF THE PURCHASE PRICE ATTRIBUTABLE TO A SPECIFIC

DELIVERY AS TO WHICH A CLAIM IS MADE AND TRANSPORTATION COSTS FOR SUCH SPECIFIC DELIVERY. EXCEPT AS PROVIDED IN THE IMMEDIATELY PRECEDING

SENTENCE, IN NO EVENT WILL SELLER BE LIABLE UNDER ANY THEORY OF RECOVERY (WHETHER BASED ON NEGLIGENCE OF ANY KIND, STRICT LIABILITY, TORT OF ANY

KIND, CONTRACT OR WARRANTY) FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL,

OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO, ARISING FROM OR

RESULTING FROM THE DELIVERY OF THE TABLETS BY THE CARRIER HEREUNDER, OR

ANY USE MADE OF THE TABLETS, OR ANY SERVICES PROVIDED BY SELLER WHICH ARE

RELATED TO THE TABLETS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

2.3 SELLER’s SYSTEMS WARRANTY OBLIGATIONS ARE SET FORTH IN EXHIBITS A and B AND ARE INCORPORATED BY REFERENCE HEREIN. THESE ARE THE ONLY

REPRESENTATIONS OR WARRANTIES SELLER MAKES IN REGARDS TO THE SYSTEMSS

AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, UNDER STATUTE OR ARISING

OTHERWISE IN LAW FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING

WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, ARE DISCLAIMED BY SELLER. #6..
- 89 -
Westlake_City of Modesto MASTER SALES CONTRACT T(July 2023) Page 7 of 23

2.4 RECOMMENDATION OF SELLER FOR USE OF THE PRODUCT IS BASED UPON TESTS

BELIEVED TO BE RELIABLE, BUT SELLER MAKES NO WARRANTY OF THE RESULTS TO BE OBTAINED. BUYER ASSUMES ALL RESPONSIBILITY AND RISK AND LIABILITY ARISING FROM: (1) THE LOADING, TRANSPORTATION, UNLOADING, DISCHARGE, STORAGE,

HANDLING AND USE OF THE PRODUCT, INCLUDING USE THEREOF ALONE OR IN COMBINATION WITH OTHER SUBSTANCES; (2) THE IMPROPER FUNCTIONING OR

FAILURE OF LOADING, UNLOADING, DISCHARGE, TRANSPORTATION OR STORAGE SYSTEMS EQUIPMENT USED BY BUYER OR ANY OF BUYER’S EMPLOYEES, AGENTS,

CONTRACTORS, SUBCONTRACTORS, THIRD-PARTY SERVICE PROVIDERS OR REPRESENTATIVES, WHETHER FURNISHED OR RECOMMENDED BY SELLER OR NOT; AND, (3) THE FAILURE BY BUYER OR ANY OF BUYER’S EMPLOYEES, AGENTS,

CONTRACTORS, SUBCONTRACTORS, THIRD-PARTY SERVICE PROVIDERS OR

REPRESENTATIVES TO COMPLY WITH FEDERAL, STATE AND MUNICIPAL LAWS, RULES,

AND REGULATIONS GOVERNING UNLOADING, DISCHARGE, STORAGE, HANDLING AND USE OF THE PRODUCT. .

2.5 EXCEPT TO THE EXTENT OF THE BUYER’S NEGLIGENT ACTS OR OMISSIONS AND SUBJECT TO SELLER’S WARRANTY OBLIGATIONS AND THE BUYER’S WARRANTY REMEDIES SET FORTH IN THIS SECTION 2 ABOVE, THE SELLER SHALL HOLD THE

BUYER, ITS AGENTS, OFFICERS, EMPLOYEES, AND VOLUNTEERS, HARMLESS FROM

AND SAVE, DEFEND AND INDEMNIFY THEM AGAINST ANY AND ALL CLAIMS, LOSSES,

LIABILITIES, JUDGMENTS OR DAMAGES FROM EVERY CAUSE, INCLUDING BUT NOT

LIMITED TO INJURY TO PERSON OR PROPERTY OR WRONGFUL DEATH, INCLUDING

REASONABLE COSTS AND EXPENSES OF DEFENSE OF ANY JUDICIAL OR

ADMINISTRATIVE ACTION, ARISING DIRECTLY OR OUT OF ANY NEGLIGENT ACT OF

SELLER, OR ITS AGENTS, OFFICERS, EMPLOYEES, RELATING TO OR DURING THE

PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT PRIOR TO THE TABLETS TITLE AND RISK OF LOSS TRANSFERRED TO THE BUYER.

LIKEWISE, EXCEPT TO THE EXTENT OF THE SELLER’S NEGLIGENT ACTS OR

OMISSIONS, THE BUYER SHALL HOLD THE SELLER, ITS AGENTS, OFFICERS,

EMPLOYEES, AND VOLUNTEERS, HARMLESS FROM AND SAVE, DEFEND AND

INDEMNIFY THEM AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITIES, JUDGMENTS

OR DAMAGES FROM EVERY CAUSE, INCLUDING BUT NOT LIMITED TO INJURY TO

PERSON OR PROPERTY OR WRONGFUL DEATH, INCLUDING REASONABLE COSTS AND

EXPENSES OF DEFENSE OF ANY JUDICIAL OR ADMINISTRATIVE ACTION, ARISING

DIRECTLY OR OUT OF ANY NEGLIGENT ACT OF BUYER, OR ITS AGENTS, OFFICERS,

EMPLOYEES, RELATING TO OR DURING THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT AFTER TO THE TABLETS’ TITLE AND RISK OF LOSS TRANSFERRED TO THE BUYER.

3.0 Force Majeure: Seller’s failure or inability to make, or Buyer’s failure or inability to take, any delivery or deliveries when due, or the failure or inability of either Party to timely perform any other obligation required of it under this Agreement, other than the payment of money, if caused by “Force Majeure,” as hereinafter defined, shall not constitute a default of this Agreement or subject the Party affected by Force Majeure to any liability to the other; provided that the Party so affected promptly notifies the other of the existence of the Force Majeure, its expected duration and the anticipated effect of the Force Majeure on its ability to perform its obligations under this Agreement. The Party who has been unable to perform shall promptly notify the other Party when the Force Majeure circumstance no longer affects its ability to perform its obligations hereunder. The quantity of Product to be delivered shall be reduced by that quantity not delivered as a result of the Force Majeure circumstance, unless both Parties agree that the total quantity to be delivered under this Agreement should remain unchanged. For so long as Seller’s ability to perform is affected by the Force Majeure circumstances: (i) Seller may, at its option, elect to allocate its total production of the Product among its various internal (if any) and/or external requirements for the Product (e.g., manufacturing and sales) in Seller’s sole discretion; and (ii) Buyer may obtain the quantities of Product which Seller is unable to deliver from another source without any obligation to Seller. During the time that Seller is unable to make deliveries or otherwise perform, it shall not be obligated to procure, or to use any efforts to procure, any quantity of the Product to be sold to Buyer under this Agreement from #6..
- 90 -
Westlake_City of Modesto MASTER SALES CONTRACT T(July 2023) Page 8 of 23 any alternate producer or supplier. As used herein, the term “Force Majeure” means any act of God, nature or the public enemy, accident, explosion, fire, flood, drought, perils of the sea, strikes, lockouts, labor disputes, riots, sabotage, embargo, war (whether or not declared and whether or not the United States is a participant), terrorist attacks and threats of terrorist attacks, federal, state or municipal legal restriction or limitation or compliance therewith, failure or delay of transportation, shortage of, or inability to obtain, raw materials, supplies, equipment, fuel, power, labor, or other operational necessity (including, without limitation, the inability to produce the Product due to the unavailability or shortage of or interruption in the shipping or transportation of a co-product or necessary ingredient/material) interruption or curtailment of power supply, or any other circumstance of a similar or different nature which is beyond the reasonable control of the affected Party. A Party is not required to resolve labor disputes or disputes with suppliers of raw materials, supplies, equipment, fuel or power, or seek alternate sources thereof except in accordance with such Party’s business judgment as to its best interest. Further and for avoidance of doubt, Seller shall not be required to repair and/or rebuild its production facilities for the Product or facilities related thereto that may be materially damaged or destroyed. In the event a Force Majeure circumstance affects either Party’s performance under this Agreement for at least ninety (90) consecutive days, the Party who is able to perform may terminate this Agreement upon written notice to the affected Party.

4.0 Patents:

4.1 Seller warrants that the Product shall be delivered free of the rightful claim of any third person for infringement of any U.S. patent covering the manufacture of the Product. Seller does not warrant against infringement by, and assumes no responsibility by reason of, the use of the Product in combination with other materials or apparatus or in the operation of any process or apparatus or in any other manner or for any purpose whether or not specified by or disclosed to the Seller.

Purchase of the Product does not grant any license, immunity or any other right to Buyer under any of Seller’s patents or other intellectual property rights relating to the use of the Product in combination with other materials or apparatus or in the operation of any process or apparatus.

4.2 In the event of the commencement of any suit or proceeding against Buyer for infringement covered by the above warranty of Seller, Seller will indemnify, hold harmless and defend Buyer against direct damages including court costs and reasonable attorneys’ fees incidental thereto, provided Buyer: notifies Seller promptly (but no later than five (5) business days after Buyer receives notice of any such suit or proceeding), in writing, of the commencement of such suit or proceeding; allows Seller to take sole control of the defense of such suit or proceeding in Buyer’s name; renders to Seller, at Seller’s cost, all reasonable assistance for the defense or settlement thereof; and, does not settle or compromise any such suit or proceeding without the prior written consent of Seller. Buyer will have the right to be represented in the defense thereof by counsel of its own selection and at its own expense.

4.3 Except as expressly set forth in Section 4.2 immediately preceding, Buyer will indemnify, hold harmless and defend Seller from and against any claim, suit, damage, cost, expense, fine, liability or cause of action whatsoever, including reasonable attorneys’ fees, on account of, relating to, or arising out of any claimed infringement of the rights of any third party due to the use of the Product by Buyer, or any toll producer of Buyer, or the use, distribution or sale of any product made therefrom.

5.0 No Liens: Buyer hereby represents, warrants, covenants and agrees that it shall neither permit nor suffer any liens or other security interests to be filed against or attach to the Product shipments or any other goods sold to Buyer until Buyer has paid Seller for them in full. Seller reserves the right to condition any and all sales of goods to Buyer upon a waiver of liens on same by any of Buyer’s secured creditors with record liens against Buyer’s assets. In the event that a petition for relief under the Bankruptcy Code is filed by or against the Buyer, Buyer acknowledges Seller’s right of reclamation with respect to any goods delivered to Buyer within forty-five (45) days prior to the filing of such bankruptcy petition, and hereby waives the right to assert as a defense to Seller’s reclamation claims that any of Buyer’s secured creditors have a lien on such goods.
#6..
- 91 -
Westlake_City of Modesto MASTER SALES CONTRACT T(July 2023) Page 9 of 23

6.0 Taxes: Any tax, or other governmental charge, or increase in any such tax or governmental charge, including but not limited any Superfund Tax, on the production, sale and/or shipment of the Product sold by Seller or Seller’s affiliate under this Agreement (other than taxes based upon Seller’s net income), or entering into the costs thereof, whether by federal, state, provincial or municipal/local authorities, imposed, or becoming effective, on or after the date of this Agreement, will be added to the price then in effect for the Product and will be paid to Seller by Buyer.

7.0 Waiver: The failure of either Party to enforce at any time any of the provisions of this Agreement shall not constitute a waiver of that or any other provision of this Agreement, nor later affect the validity of this Agreement or any provision of this Agreement or the right of such Party to later enforce each and every provision of this Agreement. No waiver of any provision or breach of this Agreement will constitute a waiver of any other provision or breach.

8.0 Governing Law: All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the appropriate state or federal court in Stanislaus County, California, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

Buyer and Seller mutually agree that the United Nations Conventions on Contracts for the International Sale of Goods does not apply to the Agreement or the sale by Seller to Buyer of the Product.

In the event either Party institutes suit to enforce any right or obligation against the other arising from or incidental to this Agreement, the prevailing Party shall be entitled to recover, in addition to any damages or other relief awarded to it, reasonable attorney’s fees, court costs, fees of testifying experts or consultants, and other expenses related thereto.

9.0 Texas DTPA. Reserved

10.0 Notice: All documents, notices and communications to be given hereunder or in connection herewith shall be in writing, signed (signing may be by an electronic signature) by the Party giving or making the notice or communication and shall be deemed given when: (i) (x) delivered in person or by messenger or (y) sent by facsimile or electronic mail on the date of receipt of a facsimile or electronic mail, provided that the sender can and does provide evidence of successful transmission and that such day is a business day (and if it is not, then on the next succeeding business day) or (z) three (3) business days after being deposited in the United States mail in a sealed envelope with sufficient postage affixed, registered or certified, return receipt requested or deposited with a nationally recognized next-day delivery service, such as Federal Express or United Parcel Service, and (ii) addressed as set forth below, or to such other addresses or designee(s) as may be hereafter designated by a Party after providing written notice thereof to the other Party.

To Seller:

Westlake Chemicals & Vinyls LLC, a Westlake company
2801 Post Oak Blvd., Suite 600
Houston, Texas 77056
Attention: VP, Chlor-Alkali and Derivatives
Facsimile: 713.629.6239
Email: [email protected]
To Buyer:

City of Modesto Accounts Payable
PO Box 642
Modesto, CA 95353
Attention: Carol Wattle
Facsimile:

Email: [email protected]
#6..
- 92 -
Westlake_City of Modesto MASTER SALES CONTRACT T(July 2023) Page 10 of 23

11.0 Dispute Resolution:

11.1 Except to the extent of a claim to enforce intellectual property rights or confidentiality obligations (which nevertheless shall be subject to the choice of venue provision contained in the second sentence of Section 11.4), and as a precondition to instituting any legal action permitted by the provisions below, any controversy, claim or dispute between the Parties arising out of or relating to the provision of this Agreement or the breach, termination or a validity thereof shall, upon written request of either Party, immediately be referred jointly for resolution to senior executives of each of the Parties who have authority to settle the controversy and who are at a higher level of management than the person(s) with direct responsibility for day-to-day administration of this Agreement. Within fifteen (15) days after delivery of the written request of a Party, the receiving Party shall submit to the other a written response. The request notice and the response shall each include: (a) a statement of the respective Party’s position and a summary of arguments supporting that position; and (b) the name and title of any other person who will accompany the senior executive. Within thirty (30) days after delivery of the disputing Party’s request notice, the senior executives of both Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt in good faith to resolve the controversy. The Parties agree to honor all reasonable requests for information. All negotiations pursuant to this provision are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.

11.2 If the controversy has not been resolved by negotiation within forty-five (45) days of the disputing Party’s request notice, or if the Parties failed to meet within thirty (30) days of such request, the Parties agree to attempt to settle the dispute by mediation under any mediation rules mutually agreed upon by the Parties by one Party serving a written request on the other. Unless otherwise agreed, the Parties shall select a neutral mediator that is mutually agreed upon by the Parties.

The mediation shall be held in a location in the United States mutually agreed to by the Parties.

All mediation proceedings are non-binding.

11.3 This mediation must be concluded within any period mutually agreed upon by the Parties or if there is no such agreement, then within forty-five (45) days of the selection of the mediator.

Unless the Parties expressly agree otherwise, each Party shall bear its own costs, legal and expert fees incurred in mediation, and evenly share the costs of the mediator. If after proceeding in good faith (i) the Parties are unable to agree on a neutral mediator within thirty (30) days of the failure of the senior executives to meet as required in Section 11.2 or the failure of the senior executives to resolve the dispute in accordance with Section 11.2, whichever is earlier; or (ii) with the assistance of a neutral mediator, the Parties do not resolve the dispute within the period prescribed in this Section 11.3, the Parties may proceed in accordance with Section 11.4 below.

11.4 After exhausting the procedures set forth above, either Party may initiate litigation to resolve the dispute. The litigation shall be commenced only in the state court or federal court located in the state of Texas and each Party hereto submits to the jurisdiction of the court in which such litigation is commenced.

12.0 Reformation: If any provision of this Agreement is determined to be illegal or unenforceable for any reason, that provision shall be reformed to the maximum extent permitted to preserve the Parties’ original intent. If the provision cannot be reformed in a way that preserves the Parties’ original intent, it will be deleted and severed from this Agreement with the balance of this Agreement continuing in full force and effect.

13.0 Assignment: Neither this Agreement nor any right hereunder is assignable or otherwise transferable by a Party to a third party without the prior written consent of the other Party, not to be unreasonably withheld; provided, however, that subject to the Export Controls provision herein, either Party may, without the written consent of the other, assign this Agreement and its rights and delegate its obligations hereunder to an affiliate, or to a third party in connection with the transfer or sale of all or substantially all of its business related to this Agreement, or in the event of its merger, consolidation or similar transaction.

Upon assignment, the rights and obligations under this Agreement shall be binding upon and inure to the benefit of said purchaser or successor in interest or other assignee. #6..
- 93 -
Westlake_City of Modesto MASTER SALES CONTRACT T(July 2023) Page 11 of 23

14.0 Product Stewardship: Buyer acknowledges that it has been adequately warned by Seller of the risks associated with handling, using, transporting, storing and disposing of Seller’s Products, as applicable, and that it has separate and independent knowledge of such risks, which are known in its industry, (ii) that it has received the Seller’s Safety Data Sheet (“SDS”) for each Product, as the case may be, (iii) that it is familiar with the same, and (iv) that it understands the contents of the Seller’s SDS. Seller and Buyer acknowledge the shared goal of safe storage, handling, distribution, use and disposal of the Products. Seller and Buyer agree that they and their employees, agents and contractors will handle the Products in a safe and appropriate manner pursuant to applicable laws. Seller and Buyer will adequately train all of their employees, agents and contractors with respect to the use and handling of the Products, and Buyer promptly will notify Seller in the event of any reportable spills/releases of the Products.

15.0 Export Controls: The Parties acknowledge that they as well as the Product sold or otherwise transferred under this Agreement may be subject to U.S. and Canadian export controls (including deemed export and re-export) requirements, laws and regulations and U.S. laws and regulations regarding embargoes, sanctions and similar laws, regulations and requirements applicable to exports (“Export Requirements”).

The Parties agree that Seller’s sale or supply of the Product as well as its use, transfer or resale by Buyer may be subject to one or more of these Export Requirements, and Buyer agrees to understand and to comply with any of these Export Requirements that are applicable to Buyer.

16.0 REACH: It is expressly understood by the Parties that pursuant to the terms of this Agreement, Seller is not the importer (as defined in and for the purposes of REACH) of the Product and Seller, as a legal entity incorporated in the United States of America, has no legal obligations under Regulation (EC) No. 1907/2006 (“REACH”) or related European Union legislation. For the avoidance of doubt, this includes but is not limited to the Seller having no obligation under REACH or this Agreement to obtain either itself or through its affiliated companies or any Only Representative (as defined in REACH) any requested pre-registration, registration or authorization for any substance(s) in its Product or in any raw materials required for production of its Product, unless the Parties have agreed to specific compliance terms and conditions related to each substance.

17.0 Acceptance: Buyer’s acceptance of this Agreement is expressly limited to the terms and conditions contained herein. If Buyer accepts any shipments of Product under this Agreement prior to Seller and Buyer’s execution of this Agreement, those shipments shall be governed by the terms and conditions in this Agreement. Except for those prior shipments, this Agreement shall not bind Seller unless and until it is signed by an authorized representative of Seller.

18.0 No Violation; Consents: Buyer warrants that the execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby will not (with or without the giving of notice or the lapse of time, or both) conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under any agreement, contract, commitment, indenture, lease or other instrument, document or undertaking to which Buyer is subject.

19.0 Reproduction: This Agreement, and all documents relating hereto and thereto, may be stored and/or reproduced by any means or process including electronic or mechanical means. Any reproduction that reproduces the signatures of the Parties shall be admissible into evidence as the original in any litigation without regard to whether the original is in existence. If a Party signs this Agreement and then transmits an electronic facsimile of the signature page (including, without limitation, in PDF format), the receiving Party may rely upon such electronic facsimile as an originally executed signature page without any modification or change to this Agreement, unless such modification or change is noted on such electronic facsimile by the transmitting Party.

20.0 Compliance With Laws.
a. Buyer shall adhere to Seller’s Code of Conduct (which can be found at https://www.westlake.com/code-conduct). Seller and Buyer understand and agree that Products provided by Seller, as well as performance by the parties under this Agreement, are subject to laws, rules, regulations, directives, ordinances, orders, or statutes (the “Laws”) the United States and may #6..
- 94 -
Westlake_City of Modesto MASTER SALES CONTRACT T(July 2023) Page 12 of 23 be subject to the Laws of other, applicable countries. Buyer agrees to comply with such Laws, as applicable, which may include but are not limited to, the U.S. Foreign Corrupt Practices Act, UK Bribery Act, anti-bribery Laws of other countries, U.S. Export Administration Regulations, U.S.

International Traffic in Arms Regulations, and Laws administered by the U.S. Treasury Department Office of Foreign Assets Control and U.S. Department of State. Buyer agrees to cooperate with Seller to ensure compliance with the Laws when engaging in activities related to Buyer’s performance of obligations under this Agreement and further agrees to indemnify, defend, and hold harmless Seller, Seller’s direct and indirect parent entities and affiliates, and its and their respective directors, officers, employees, agents, successors, and assigns, against demands, liabilities, fines, penalties, losses, and damages (including costs, investigation and litigation expenses and counsel fees incurred in connection therewith) arising out of or related to Buyer’s obligations under this paragraph. In the event of an enforcement action against Buyer relating to Buyer’s non-compliance with the Laws that reasonably relate to Buyer's performance under this Agreement, Buyer shall provide to Seller written notice of such enforcement action prior to publication or disclosure of such enforcement action, and in no event later than ten (10) business days following such enforcement action. b. Each Party agrees that, in connection with this Agreement, it shall not offer, promise or give anything of value, directly or indirectly, to anyone, including any government official, political party or campaign, any official or employee of any public international organization, or any official or employee of any government-owned enterprise or institution, for the purpose of obtaining or retaining business or otherwise securing an advantage or benefit for Seller. Each Party acknowledges it is aware of the penalties and legal consequences involved in participating in corrupt activities. c. Notwithstanding the foregoing, Seller and Buyer agree not to export, reexport, transmit or otherwise transfer the Products, whether directly or indirectly: (i) to any person or entity listed or otherwise designated as a blocked, prohibited or trade restricted person or party by the U.S. Commerce Department, U.S. Treasury Department, or U.S. Department of State; (ii) for any purpose or use prohibited by the U.S. government, such as for nuclear, chemical, or biological weapons production or proliferation, or (iii) to any destination or transit point subject to trade or economic prohibitions by the U.S. government, EU or any other applicable jurisdiction, nor currently or in the future on the U.S.

List of Specially Designated Nationals & Blocked Persons (SDN List), as may be amended from time to time. Furthermore, Buyer agrees that it will not sell any Product or product, directly or indirectly into Cuba, Crimea Region, Iran, Syria and North Korea, or any other country, entity or individual that is under applicable economic sanctions or on the SDN List and may, upon Seller’s request, be required to provide information about Products and end-users. d. Buyer acknowledges that any misrepresentation or violation of the aforesaid provisions set forth in this Section 20 shall be deemed a material breach, and Seller shall be entitled to terminate this Agreement and any Order(s) immediately without liability therefor upon providing notice to Buyer. e. In the event Buyer furnishes Seller with any personally identifiable information of an individual, as determined in accordance with applicable Laws (“Personal Information”), Buyer hereby acknowledges and agrees that Seller shall collect and retain such Personal Information in accordance with applicable privacy laws and any Seller privacy statement, if applicable, may be amended by Seller from time to time, and Buyer shall disclose Seller’s privacy statement, if applicable, to any individual whose personal information Buyer furnishes to Seller.

21.0 Sophisticated Buyer. The Buyer is a sophisticated buyer, knowledgeable in chemical based products, the chemical industry, and derivatives of chemicals, including, but not limited to, end products relating in any way to any chemical based products produced by Seller. Buyer understands that by buying any products from Seller, or using any products sold by Seller to Buyer to make other products, that Buyer may be exposed to risks and liabilities generally associated with those purchases, or with risks and liabilities relating to the chemical industry as a whole. By reason of this knowledge and experience, the Buyer will evaluate the merits and risks, including any and all possible liabilities, of the goods being purchased from Seller and will form an opinion to make said purchases based solely upon Buyer’s knowledge and experience and not upon any opinion, representation, or predictions by Seller, its employees, agents or representatives.

22.0 Special Order. If the Product being sold hereunder must necessarily be manufactured specially for Buyer and Buyer's performance is suspended or terminated for any reason, in addition to Seller's other rights and remedies hereunder (including but not limited to its rights for damages for all contractual quantities not #6..
- 95 -
Westlake_City of Modesto MASTER SALES CONTRACT T(July 2023) Page 13 of 23 taken, whether such quantities have at the time been manufactured or are in process), Buyer will take delivery of and make payment for such Product as have been completed and such as are in process on the date notice of suspension or termination is received by Seller, provided, that if Buyer for any reason cannot accept delivery of such Product, Buyer will make payment therefor as though delivery had been made and Seller will store such Product for Buyer's account and at Buyer's expense.

23.0 Allocation. If for any reason Seller is unable to supply the total demand for Product specified herein, Seller may distribute its available production of such Product among any or all purchasers, including divisions, affiliates and subsidiaries of Seller, on such basis as it may deem fair and practical, without liability for any failure of performance which may result therefrom. Seller shall have no obligation to cause its feedstocks to be allocated to the Product covered hereby or to produce such Product as opposed to other product produced by Seller.

24.0 Technical Assistance. At Buyer's request, Seller may, at its option, furnish such technical assistance and information as it has available with respect to the use of the Product covered hereby. Buyer should not rely on such technical assistance and information for specific applications since, although Seller will only furnish such assistance and information as it believes to be reliable, results will vary with processing and other conditions. Accordingly, such information and assistance is given and accepted at Buyer's risk and confirmation of its validity and suitability in particular cases should be obtained independently, AND BUYER ASSUMES SOLE RESPONSIBILITY FOR RESULTS OBTAINED IN RELIANCE THEREON. SELLER

SHALL NOT HAVE OR INCUR ANY LIABILITY IN CONNECTION WITH SUCH ASSISTANCE OR

INFORMATION, WHETHER RESULTING FROM NEGLIGENCE OR OTHERWISE, INCLUDING BUT NOT LIMITED TO INFORMATION CONTAINED IN SELLER'S PRODUCT DATA SHEETS.

25.0 Safe Handling. Seller shall properly label Product pursuant to the Hazardous Materials Transportation Regulations and OSHA Hazard Communication Standard, and Buyer hereby acknowledges receipt of Seller's Material Safety Data Sheet. Buyer shall promptly and carefully inspect Product upon receipt and will maintain appropriate safe handling and use procedures. Buyer will apprise its employees, customers and third parties who may come into contact with such Product of the hazards, proper use and handling requirements of Product, and shall comply with the OSHA Hazard Communication Standard, and all other applicable laws, rules and regulations.

26.0 Weights, Detention, Demurrage And Damages. Weights of all shipments shall be determined at point of shipment by ascertaining the gross and tare weight of each container. Claims on account of weight and/or test will be allowed only (1) if such claim is for one-half of one percent (½%) or more of entire contents of all shipments, except hopper cars and hopper trucks, which shall be allowed only if such claim is for one percent (1%) or more of entire contents, and (2) if made within ten (10) days after receipt at destination, and (3) if supported by certified railroad scale tickets in the event of hopper car shipments, or by other evidence reasonably acceptable to Seller in the event of shipments other than by hopper car and (4) if Buyer proves to the satisfaction of Seller that the container in question was entirely emptied. Buyer shall promptly unload any and all such containers. Demurrage or extra detention charges shall be for Buyer's account. Buyer shall be responsible and shall be liable to Seller for loss or damage to transportation equipment provided by or on behalf of Seller while same is in custody of Buyer or Buyer's designee.

27.0 Security. In the event Buyer fails to fulfill Seller's terms of payment, or in case Seller shall have any doubt at any time as to Buyer's financial responsibility or condition, Seller, in its sole discretion and without prejudice to any other right which Seller may have, may decline to make further deliveries except upon receipt of cash or security satisfactory to Seller in Seller's sole judgment. Seller shall receive a credit against its quantity obligation hereunder in an amount equal to any quantity of Product which Seller declines to deliver in accordance herewith.

28.0 Effect of Title and Headings: The title of this Agreement and the headings of its sections and subsections are included solely for convenience and shall not govern, limit or aid in the interpretation of any terms or provisions of this Agreement.

29.0 Representations: Buyer and Seller each represent to the other that the person signing this Agreement on behalf of said Party has the full right, power and authority to enter into this Agreement, to bind their respective #6..
- 96 -
Westlake_City of Modesto MASTER SALES CONTRACT T(July 2023) Page 14 of 23 companies by the terms of this Agreement and that all necessary corporate action has been taken in connection therewith.

30.0 Translation: This Agreement is executed in English. In the event this Agreement is translated into a language or languages other than English, this version in English shall be controlling on all questions or interpretations and performance.

31.0 Survival: The terms and provisions of this Agreement regarding payment and indemnity and any other terms and provisions, which by their nature are meant to survive, shall survive the termination of this Agreement for any reason.

32.0 Entire Agreement: This Agreement, including all of the documents referred to in the Agreement, is the entire agreement of the Parties with regard to the subject matter hereof and supersedes and cancels any prior communications, commitments, representations or warranties, and/or contracts between the Parties relating to the subject matter hereof. No modification of this Agreement shall be of any force or effect unless reduced to a writing which specifically references this Agreement and is signed by the Parties claimed to be bound thereby, and no modification shall be effected by any purchase order forms, acknowledgment forms, shipping documents, or other documents containing additional or different terms or conditions to those set forth in this Agreement.
#6..
- 97 -
Westlake_City of Modesto MASTER SALES CONTRACT T(July 2023) Page 15 of 23 Exhibit A
Product Specifications
SPECIFICATIONS: TABLETS
Accu-Tab SI by Westlake Chemicals & Vinyls LLC

1.01 3 1/8” CALCIUM HYPOCHLORITE TABLETS, HYDRATED
A. Manufacturer
The tablets shall be calcium hypochlorite 3
1 /8” Accu-Tab SI tablets manufactured by
Axiall LLC, and shall be NSF Standard 60 listed.

B. Packaging
The tablets shall be packaged in 6½-gallon plastic pails containing 60 pounds by weight, or in 400# bags in fiberboard boxes.

C. Technical Properties
Chemical Name: Calcium Hypochlorite
Chemical Formula: Ca(OCl)2
Dimensions: 3
1 /8” diameter x 15/16” tall
Weight: 325 grams, nominal
Color: White
Additive: 0.9% scale inhibitor
Chemical Assay of Cal-Hypo:

Active Ingredient, Calcium Hypochlorite, % 68 nom.

Other Ingredients, % 32
Minimal Available Chlorine, % 65
D. NSF Certification
The tablet shall be NSF Standard 60 listed, and shall be used in combination with NSF Standard 61 listed Accu-Tab chlorinators by Axiall LLC. Other combinations shall not be acceptable.

Revision History: Date
By
Comments
5/28/13 RHF Initial issue.
4/17/14 RHF Added approval.
6/18/20 RHF Changed 55# to 60#
#6..
- 98 -
Westlake_City of Modesto MASTER SALES CONTRACT T(July 2023) Page 16 of 23 Specifications: Accu-Tab SI Systems
Specifications – Accu-Tab® 2075P
Part 1: CALCIUM HYPOCHLORITE TABLET CHLORINATION SYSTEM

1.01 General Description.

The system shall be designed to feed low concentrations of calcium hypochlorite in solution intermittently or continuously as required for industrial treatment applications. The system shall be a single pre-assembled, package unit in a welded aluminum frame consisting of chlorinator, electrical box, discharge pump, and balance tank for ease of installation and operation. The system shall be the Accu-Tab Model 2075P byWestlake Chlor-Vinyls Corporation. Only NSF Standard 60 listed Accu-Tab® SI (scale inhibitor) calcium hypochlorite tablets by Westlake Chlor-Vinyls Corporation shall be used
The base proposal requires furnishing equipment as specified herein, though substitutions will be considered. The bidder is cautioned that substitutions must meet the quality and operational requirements of each feature specified in Section 1.02 below. Batch systems with pressure mixing components producing chlorine concentrations exceeding the limits of the specifications will not be considered.

Any system offered shall use an NSF Standard 61 listed erosion feeder (not all Axiall feeders are NSF listed), an NSF Standard 60 listed calcium hypochlorite tablet approved by the system manufacturer, and shall be capable of meeting all requirements of the Health Department having jurisdiction over the installation.

1.02 System Features.
a. A maximum chlorine solution level of 0.05% (500 ppm) shall be maintained to prevent calcification in system components. Systems producing chlorine concentrations higher than

0.05% shall not be acceptable.
b. Delivery shall be by erosion feed technology to control accurate and consistent concentration limits in the chlorine treatment solution. Spray and/or vortex technology systems shall not be acceptable.
c. The chlorinator shall automatically and continuously feed a limited quantity of chlorine in solution as needed. Batch systems preparing excess quantities of solution for delivery over an extended period shall not be acceptable.
d. A centrifugal pump wired to the system electrical box shall feed freshly mixed chlorine treatment solution only as required for maximum efficiency. Batch systems requiring the use of a metering pump or pumps to feed pre-prepared standing solution shall not be acceptable.
#6..
- 99 -
Westlake_City of Modesto MASTER SALES CONTRACT T(July 2023) Page 17 of 23 e. All external piping in the system shall be Schedule 80 PVC for durability. Systems with flexible tubing shall not be acceptable.

1.03 System Components.
a. Tablet Chlorinator. The Accu-Tab® 2075P chlorinator by Westlake Chlor-Vinyls Corporation. is designed exclusively for Accu-Tab SI calcium hypochlorite tablets by Westlake Chlor-Vinyls Corporation. Tablets are stacked inside the chlorinator; as water flows across the tablets, they erode at a rate proportional to the flow rate. b. Inlet Water Supply Connection.
1-½ ” Socket
c. Inlet Filter. An inlet filter with 60 mesh screen is supplied. Has 1-1/2” PVC socket connections.
d. Flow Meter. A 2-20 gpm flow meter is utilized to monitor flow through the Chlorinator. e. Solution Tank. Fabricated of 18” PVC pipe. Capacity is 20 gallons. f. Primary Solution Tank Level Control. Made from Schedule 80 PVC and 316L stainless steel, this float valve maintains the level in the tank. g. Secondary Low Level Solution Tank Control. On low level the pump will shut down to prevent cavitation and pump failure.
h. Solution Delivery Pump. Delivers chlorinated solution into a pressurized stream. A 110v single stage centrifugal pump (Webtrol PC 150R) is standard with performance of 20 gpm @ 40 PSIG.
i. Discharge Check Valve. This prevents back flow into the system when it shuts down. j. Flow Control Valve. PVC gate valve mounted in the discharge line allows the operator to adjust flow of chlorine solution.
k. Outlet Connection.
1” socket
l. Nema 4X Electrical Enclosure. UL Listed components. System operates in HAND mode.

A run signal may be used to start/stop the system in an AUTO mode. The run signal may be either 110v or dry contact. This is field wired to the terminal block. m. Aluminum Frame, Type 6061-T.
#6..
- 100 -
Westlake_City of Modesto MASTER SALES CONTRACT T(July 2023) Page 18 of 23

1.04 Optional Equipment.
a. Inlet Pressure Regulator and gauge. Pressure regulator installed for water inlet pressure above 50 PSIG.
b. Solution Discharge Pump. For systems greater than 40 psi, higher pressure Grundfos CR pumps are available – system will have larger footprint. c. Electrical. Systems are available for 220v 1 ph and 3 ph power. d. Chlorinator Rings. I”, 2” or 3” rings are available for increased chlorine delivery. e. Weight Scale. A weight scale between the chlorinator and the solution tank is supplied to weigh the amount of tablets. Not available on Model 2150 P. f. VFD Pump. A Grundfos CRE pump is supplied. All control functions MUST be completed by others.
g. 2000 Series Controller. A separate touch screen process controller that will allow residual, flow pace or compound loop control.

1.05 Electrical Requirements.

One electrical circuit is required for operation at the voltage and amperage required by the pump.

If desired a 110v or dry contact control circuit may be utilized.

1.06 Warranty.

The manufacturer shall guarantee in writing that this unit, if operated in accordance with written instructions given and accepted by the Owner, will perform in complete accord with the specifications. All components shall be warranted against manufacturers’ defects for eighteen (18) months from its original ship date. Only Accu-Tab SI tablets can be used in these chlorination systems. Use of any other tablet will invalidate the warranty. #6..
- 101 -
Westlake_City of Modesto MASTER SALES CONTRACT T(July 2023) Page 19 of 23 Specifications – Accu-Tab PowerPro®
Part 1: CALCIUM HYPOCHLORITE TABLET CHLORINATION SYSTEM

1.01 General Description.

The system shall be designed to feed low concentrations of calcium hypochlorite in solution intermittently or continuously as required for water treatment applications, such as process, potable, waste, etc. The system shall be a single pre-assembled, package unit in a welded aluminum frame consisting of chlorinator, electrical boxes, centrifugal pump, and balance tank for ease of installation and operation. Field assembled systems shall not be acceptable. The system shall be the PowerPro® Model 3075 by Westlake Chlor-Vinyls Corporation. Only NSF Standard 60 listed Accu-Tab® SI (scale inhibitor) calcium hypochlorite tablets by Westlake Chlor-Vinyls Corporation shall be used.

The base proposal requires furnishing equipment as specified herein. The bidder is cautioned that substitutions must meet the quality and operational requirements of each feature specified in Section

1.02 below. Batch systems with pressure mixing components producing chlorine concentrations exceeding the limits of the specifications will not be considered.

Any system offered shall use an NSF Standard 61 listed erosion feeder (not all Axiall feeders are NSF listed), an NSF Standard 60 listed calcium hypochlorite tablet, and shall be capable of meeting all requirements of the Health Department having jurisdiction over the installation.

1.02 System Features.
d. A maximum chlorine solution level of 0.05% (500 ppm) shall be maintained to prevent calcification in system components. Systems producing chlorine concentrations higher than

0.05% shall not be acceptable.
e. Delivery shall be by erosion feed technology to control accurate and consistent concentration limits in the chlorine treatment solution. Spray and/or vortex technology systems shall not be acceptable.
f. The chlorinator shall automatically and continuously feed a limited quantity of chlorine in solution as needed; when the system is not running, no more chlorine than that amount which can be fed in one minute or less shall be left in the tank to prevent chlorine loss.

Batch systems preparing excess quantities of solution for delivery over an extended period shall not be acceptable.
f. A centrifugal pump wired to the system electrical box shall feed freshly mixed chlorine treatment solution only as required for maximum efficiency. Batch systems requiring the use of a metering pump or pumps to feed pre-prepared standing solution shall not be acceptable.
g. All piping in the chlorinator unit shall be Schedule 80 PVC for durability. Systems with flexible tubing shall not be acceptable.

1.05 System Components.
#6..
- 102 -
Westlake_City of Modesto MASTER SALES CONTRACT T(July 2023) Page 20 of 23 n. Tablet Chlorinator. Accu-Tab® chlorinators by Westlake Chlor-Vinyls Corporation are designed exclusively for Accu-Tab® SI calcium hypochlorite tablets by Westlake ChlorVinyls Corporation Tablets are placed on a sieve plate inside the chlorinator; as water flows across the sieve plate, the tablets erode at a rate proportional to the flow rate. o. Inlet Water Supply Connection with Filter.

Model 3012 1” FNPT (fresh water supply of 15 GPM required) Model 3075 1” FNPT (fresh water supply of 30 GPM required) Model 3150 1-1/2” FNPT (fresh water supply of 60 GPM required) Model 3530
and larger 1-1/2” FNPT (fresh water supply of 75-100 GPM required) p. Inlet Solenoid Valve. Opens and closes on command when the system receives a signal. q. Inlet Flow Meter. A flow-through flow meter shows the flow of the fresh water-dissolving stream.
r. Flow Control Valve. Diaphragm valve mounted in line with the flow meter allows operator to adjust flow of water-dissolving stream. (Not included with VFD Controlled systems) s. Solution Tank. Made of medium-density polyethylene. Capacities:

Model 3012 22 gallons
Model 3075 22 gallons
Model 3150 28 gallons
Model 3530
and larger 45 gallons
t. Primary Solution Tank Level Control Valve. Made from PVC and 316L stainless steel, this float valve meters the tablet by-pass flow. The by-pass stream balances the variation in the water-dissolving stream. The float valve opens or closes to maintain the solution tank level.

On VFD controlled systems, all the flow to the chlorinator flows through the float valve – there is no bypass water.
u. Secondary High/Low Level Solution Tank Control. Prevents the solution tank from overflowing or running empty. High level: when activated, a switch opens the circuit to the solenoid valve, causing the valve to close. Low level: shuts pump down preventing cavitation. A restart timer prevents the pump or valve from “chattering” upon restart. v. Solution Delivery Pump. Delivers chlorinated solution into a pressurized stream. A Grundfos vertical multi-stage centrifugal pump is provided. w. Discharge pressure gauge. A removable pressure is provided for aiding in diagnosing pumping issues.
x. Solution Injection Pump Air Bleed. Used to prime the pump at start-up, or at any time, if necessary. Also functions as a recycle line for tank cleaning. y. Primary Backflow Prevention. A PVC Ball check valve prevents reverse flow of water into the system.
#6..
- 103 -
Westlake_City of Modesto MASTER SALES CONTRACT T(July 2023) Page 21 of 23 z. Discharge Control Valve (non VFD systems). Used to balance system output water flow with system input water flow if required.
aa. Outlet Connection.

Model 3012 1” FNPT
Model 3075 1” FNPT
Model 3150
and larger 1-1/2” FNPT
bb.Nema 4X Electrical Enclosures, UL listed.
cc. Aluminum Frame, Type 6061-T.

1.06 Optional Equipment.
h. Inlet Pressure Regulator w/gauge. Schedule 80 PVC pressure regulator installed for water inlet pressure above 70 PSIG.
i. Control Option. A variable frequency drive (VFD) stand-alone unit adjusts the motor on the solution delivery pump as controlled by the process controller. Alternately, a pump with an integral VFD may be utilized. For some systems (particularly voltages out of the norm) an electrically actuated ball valve may be substituted for the VFD. The system microprocessor has a process controller yielding Flow-Pace, Residual, or Compound Loop modes as standard
j. Weight Scale. Load cell factory-installed under the chlorinator to measure tablet weight. k. Field Installed Spare Pump. Secondary pump that is field installed on a separate stand and plumbed to the solution tank, then field wired to the main electrical box. Can be switched from main system pump via a Pump Selection Switch

1.05 Electrical Requirements.

Each system to be designed per available power supply specified by customer. Two electrical circuits are required for operation: (1) dry contact or 110v 5 amp control signal to Auto Start/Stop the system, and (1) pump circuit sized for the pump/motor provided, and shall operate on _____ VAC ____phase power (available power supply specified by customer).

1.07 Warranty.

The manufacturer shall guarantee in writing that this unit, if operated in accordance with written instructions given and accepted by the Owner, will perform in complete accord with the specifications. All components will be warranted against manufacturers’ defects for eighteen (18) months from its original ship date. Only Accu-Tab SI tablets can be used in these chlorination systems. Use of any other tablet will invalidate the warranty. #6..
- 104 -
Westlake_City of Modesto MASTER SALES CONTRACT T(July 2023) Page 22 of 23 Exhibit B

AGREEMENT PRICING

ACCU-TAB SI CHLORINATING TABLETS

PERIOD COVERED
7/01/2023 -
6/30/2024
YEAR 1
7/01/2024 –
6/30/2025
YEAR 2
7/01/2025 –
6/30/2026
YEAR 3
7/01/2026 –
6/31/2027
YEAR 4
7/01/2027 –
6/30/2028
YEAR 5

DESCRIPTION UNIT PER LB PER LB PER LB PER LB PER LB

ACCU-TAB SI
TABLETS –
MINIMUM (4)

PALLETS
LB $2.55
Price
Increase; No
more than a
5% increase
Price
Increase; No
more than a
5% increase
Price
Increase; No
more than a
5% increase
Price
Increase; No
more than a
5% increase

ADDITIONAL SERVICES

DESCRIPTION OF SERVICE UOM UNIT PRICE
EQUIPMENT TRAINING, ONE (1) – TWO (2)-DAY SESSION * To be completed by Westlake’s local Specialist Industrial Service & Supply ONE-TIME NO CHARGE ON-SITE SERVICE VISITS, TWO (2) DAY MAXIMUM PER VISIT, TWO (2) VISITS * To be completed by Westlake’s local Specialist Industrial Service & Supply ANNUALLY NO CHARGE ADDITIONAL ON-SITE SERVICE CALLS *To be completed as needed by Westlake’s local Specialist Industrial Service & Supply PER DAY $0,000.00 PRICING VALID FROM JULY 1, 2023 THROUGH JUNE 30, 2024
Price increases allowed effective July 1st of no more than 10% per year Pumps and parts for City of Modesto are warranted for three years from installation. Warranty covers repair parts for failed parts only. Entire pumps will not be replaced when replacing a liquid end will work. Equipment warranty conditions are listed in the installation manuals for each system (page 11 for the Accu-Tab 2075P and page 15 for the PowerPro 3075).

ACCU-TAB SYSTEM 2075P 2075-VFD POWERPRO
3075

POWERPRO
3075-VFD

POWERPRO
3075-VFD

DESCRIPTION UNIT UNIT PRICE
PER EA

UNIT PRICE
PER EA

UNIT PRICE
PER EA

UNIT PRICE
PER EA

UNIT PRICE
PER EA

CHLORINATOR W/O
PUMP EA $3,292.00 $3,292.00 $8,489.00 $8,489.00 $8,489.00

GRUNDFOS

INJECTION PUMP EA
MODEL
CRI3-9 208-
230V (1PH)
$2,168.00
MODEL
CRI3-8 208-
230V (1PH)
VFD -
$3145.00
MODEL
CRI3-9 208-
230V (1PH)
$2,168.00
MODEL
CRI3-8 208-
230V (1PH)
VFD -
$3145.00
MODEL CRI3-
12 208-230V
(3PH) VFD -
$2,513.00

TABLET SCALE EA NOT

AVAILABLE
NOT
AVAILABLE $808.00 $808.00 $808.00

STACKING INSERT EA INCLUDED INCLUDED INCLUDED INCLUDED
AXIALL 2000
SERIES

CONTROLLER
EA $0.00 $1,191.00 $0.00 $0.00 $0.00
1” BRASS

PRESSURE

REGULATOR
EA $462.00 $462.00 $462.00 $462.00 $462.00
#6..
- 105 -
Westlake_City of Modesto MASTER SALES CONTRACT T(July 2023) Page 23 of 23

STAND ALONE

VFD-WEG
INSTALLED 220V 1
OR 3PH INPUT 2HP
EA N/A N/A N/A N/A $840.00
TOTAL SYSTEM PRICE $5,922.00 $8,090.00 $11,927.00 $12,904.00 $13112 #6..
- 106 -
#6..
- 107 -
xx
xx Sole source letter attached. DL
3/28/2023
Carol Wattle 03/28/2023
#6..
- 108 -
#6..
- 109 -

CITY OF MODESTO

ECONOMIC DEVELOPMENT

COMMITTEE AGENDA REPORT
DATE OF MEETING:

May 1, 2023
Date: April 12, 2023
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
Eric Alvarez, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Design-Build Agreement for SCADA System Replacement Project CONTACT: Juan Ochoa, Associate Engineer, [email protected], 209-577-5423 DESCRIPTION:

Consider awarding a Progressive Design-Build Agreement with TelStar Instruments, Inc.

Concord, CA, for the Supervisory Control and Data Acquisition (SCADA) System Replacement Project for a total amount not to exceed $2,947,531, and approving a Technical Advisor Services Agreement with EMA, Inc. Tucson, AZ, for a total amount not to exceed $406,663 and forwarding to Council for approval. (Funding Source: 50% Water Fund and 50% Wastewater Fund) STRATEGIC PLAN ELEMENT:

The recommended action supports the 2020-2025 City of Modesto Strategic Plan Initiatives, Goal D: Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance, and sustainability efforts.

BACKGROUND:

The City uses a Supervisory Control and Data Acquisition (SCADA) system to operate over 200 water, wastewater, and storm drain facilities (including groundwater wells, tanks, wastewater treatment plant equipment, and lift stations). The SCADA system is comprised of computer hardware, software and a telemetry system that is critical in controlling and delivering a safe drinking water supply to customers, monitoring stormwater pumping and helps in controlling the conveyance and treatment of the City’s wastewater.

Hoge-Shansky-Quetnick (HSQ) Technology is the developer and sole vendor of the City’s existing SCADA system. This SCADA system is over 20 years old and is at the end of its life cycle. The system does not use current technology, thus making this proprietary product expensive to implement, and difficult to operate and maintain. Since SCADA improvements can be costly, prior to making any management decisions to upgrade or replace portions of the #7..
- 110 -
Economic Development Committee, May 01, 2023
Design-Build Agreement for SCADA System Replacement Project

SCADA system, an independent review of its current capabilities, and a thorough assessment of current and anticipated SCADA needs was required.

On June 7, 2016, by Resolution No. 2016-236, Council approved an Agreement with EMA, Inc. (EMA), to conduct a SCADA Upgrade Study, which was intended to independently review the existing SCADA system and recommend if the City should continue with the HSQ system or migrate to another SCADA system. This study concluded it is necessary for the City to migrate to another system to achieve the performance requirements of a functional, modern, and reliable SCADA system.

While the study concluded the need to migrate to another system, additional planning level work was omitted due to funding restrictions. This additional planning level work, which needed to be completed in order to migrate to another SCADA system, was generally within the scope of the original Request for Proposal (RFP); therefore, staff recommended retaining EMA, who was the most qualified consultant after solicitation per Administrative Directive 3.1.

On November 8, 2017, by Resolution No. 2017-429, Council approved an Agreement with EMA for consultant services for the planning of the SCADA System Replacement for Water and Wastewater Utility Operations. The scope of services included:
 Developing a conceptual preliminary SCADA architecture  Evaluating SCADA hardware and software vendors
 Assisting the City with the negotiation of pricing structures for future SCADA components  Facilitating structured demonstrations of vendor-proposed equipment to ensure compatibility with the City’s existing proprietary system  Conducting remote site telemetry planning to enhance reliability and speed of networks The primary goal of the design-build (D-B) project is to replace the existing HSQ SCADA system City wide with a new system that will include new Programmable Logic Controllers (PLC’s), radios for the City’s water, wastewater collection, storm water and wastewater treatment facilities. Transitioning to a new system will allow the City to achieve the performance requirements of a functional, modern, and reliable SCADA system.

Considering the critical need to upgrade the City’s SCADA system and the lack of in-house expertise, Staff recommends pursuing a D-B approach. The benefits of D-B include minimizing risks to the City, reducing the project delivery schedule, and decreasing disputes, since the same entity is the single point of responsibility for design, construction and implementation.

Normally, the City hires a consultant to complete finished plans for a project, and then solicits bids from contractors to construct the project based on the design plans. For a design-build project, a single entity is hired to both complete finished plans and construct the project.

Chapter 3, “City Contracts,” of Title 8 of the Modesto Municipal Code (MMC) establishes policies and procedures governing the purchase of goods and services in accordance with the City’s Charter. As a charter city, Modesto has exempted itself from the California Public Contract Code and its requirements, such as the requirement that all public works projects in excess of $50,000 be competitively or publicly bid. However, Section 1307 of the City’s Charter requires that public works projects involving an expenditure of City funds in excess of an amount established by an ordinance of the Council be competitively bid. Currently, under the MMC, all #7..
- 111 -
Economic Development Committee, May 01, 2023
Design-Build Agreement for SCADA System Replacement Project

public works projects in excess of $50,000 are competitively bid, unless the Council approves an exception for a particular project by ordinance.

Section 8-3.102(aa) of Article 1, of Chapter 3 of Title 8 of the MMC authorizes the use of D-B procurement for the SCADA System Replacement Project consistent with the requirement of the Public Contract Code regarding design-build projects
On October 6, 2020, by Resolution No. 2020-414, Council approved an Agreement with Carollo Engineers, Inc. (Carollo) for Design-Build Owner Advisor Services for the SCADA System Replacement Project. The scope of services included:
 Project management and administration
 Develop D-B procurement strategy, criteria, documentation, and schedule  Develop D-B proposal documents and review criteria
 Assist staff to evaluate proposals and negotiate final D-B contract  Provide system integration coordination, assistance, and inspection services  Startup and testing coordination
DISCUSSION:

On June 1, 2021, the City issued a Request for Proposal (RFP) via the Planet Bids website. On September 3, 2021, staff received two (2) RFP’s.

The proposals included requirements for the D-B services, preliminary design information, contract documents and draft Agreements, technical requirements and project reference information.

The firms were required to submit the following with their Proposal:
 Qualifications and Experience
 Project Management
 Project Understanding & Approach
 Cost Proposal
 Proposal Forms
 Project Schedule
 Detailed Scope of Work
On September 30, 2021, a committee consisting of City of Modesto Utilities Staff reviewed, scored, and ranked the two firms. After evaluating the proposals, TelStar Instruments (Concord, CA) / ArcSine Engineering (Redding, CA) was selected as the most qualified D-B team to provide progressive design-build services for the SCADA System Replacement Project. Since a D-B project is a unique, the process to negotiate and draft a final agreement with Telestar Instruments has taken much longer than it would for a typical project.

The D-B team scope of work for the Project will be performed in two distinct phases under a single Progressive D-B Agreement between the City and D-B team. The two distinct phases are generally described as follows:

Under Pre-Design (Phase 1), the D-B team will provide the following: (a) perform design development; (b) perform pre-construction services; and (c) prepare, submit, and negotiate a #7..
- 112 -
Economic Development Committee, May 01, 2023
Design-Build Agreement for SCADA System Replacement Project

commercial proposal for the Construction Phase Services, including a Guaranteed Maximum Price (GMP). Should the City find the GMP acceptable, an amendment to the Progressive DesignBuild Agreement will need to be approved by City Council. At that time, a Notice to Proceed will be provided to the Telstar/Arcsine team to begin the actual D-B Phase of the project (Phase 2).

The D-B Phase of Services for the SCADA System Replacement Project will provide the D-B team the ability to complete the entirety of the Project’s design and construction, as well as perform post-construction tasks, such as commissioning, and final testing.

EMA is the City’s technical advisor consultant for this project. Due to staffing and lack of inhouse expertise of SCADA projects, as well as the size and complexity of the project, construction and engineering support during construction will be needed. Therefore, Staff recommends approving the Agreement with EMA for technical support services during preconstruction and construction for the SCADA System Replacement Project.

In accordance with Modesto Municipal Code 8-3.204(a) Exceptions to Formal Bidding Requirements, this agreement is for professional services and, therefore, exempt from the bid requirement. Pursuant to Administrative Directive 3.1., the Director, at his direction, may secure a candidate firm if it is in the best interest of the City and if the firm has rendered satisfactory services with the City. Based on the consultant’s project team and previous experience and work performed, staff recommends the approval of an agreement with EMA, Inc.

The scope of services to be provided under this Technical Advisor Agreement includes:
 Project Management
 Design Field Investigations
 Project Workshop
 Submittal Review
 Construction Phase Scope & GMP Proposal Review
 Construction Phase Services
 Additional Technical Advisory
These support services will facilitate additional D-B activities during design, construction, and will promote timely and successful completion of the project, while also reducing risk to the City.

FISCAL IMPACT:

CIP ACCOUNT:

Total estimated cost for the Pre-Design (Phase 1) of the SCADA System Replacement Project is $3,555,446. Phase 1 of the project costs will be shared equally between the water fund and wastewater fund. Partial funding for the Pre-Design phase is budgeted in the current FY22-23 Capital Improvement Program budget in Account:
101292 – UPP.Capital Planning “SCADA System Replacement”

ANTICIPATED PRE-DESIGN AGREEMENT EXPENDITURES
Pre-Design Phase Services Agreement (Telstar/ArcSine) $2,679,574 Design Contingency (10%), if needed $267,957
City Staff Time $201,252
#7..
- 113 -
Economic Development Committee, May 01, 2023
Design-Build Agreement for SCADA System Replacement Project

Technical Advisor Services – EMA $369,694
Additional Services 10%, if needed $36,969
TOTAL $3,555,446
Council approval will only be for the Pre-Design (Phase 1) of the project. Once the D-B team and the City agrees on the GMP; the negotiated amount will be brought back to Committee and Council for approval that will allow for Phase 2 (i.e. Contract Documents and Construction) to proceed.

CEQA/NEPA REQUIREMENTS:

Award of Progressive Design-Build Agreement and authorization to commence Pre-Design (Phase 1) will not have any impact on the environment, since it will only result in the preparation of plansBased on the design proposed by the D-B team, the appropriate environmental document will be prepared prior to approval of the D-B phase (Phase 2) of the project.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion to award a Progressive Design-Build Agreement with TelStar Instruments, Inc. Concord, CA for the Supervisory Control and Data Acquisition (SCADA) System Replacement Project in the amount of $2,679,574 plus $267,957 in contingency, if needed for a total amount not to exceed $2,947,531 and authorizing the City Manager, or his designee to execute the Agreement and forwarding to Council for approval.

Motion approving an Agreement with EMA, Inc. Tucson AZ for the Technical Advisor Services in the amount of $369,694 plus $36,969 in contingency, if needed for a total amount not to exceed $406,663 and authorizing the City Manager, or his designee to execute the Agreement and forwarding to Council for approval.

Motion amending the Fiscal Year 2022-23 Multi-Year Budget in the amount of $3,555,446 to be transferred into the Project from Water Reserves and Wastewater Reserves to fund Phase 1 of The Design-Build Agreement for SCADA System Replacement Project and authorizing the City Manager, or his Designee, to implement the provisions of this Resolution and forwarding to Council for approval.

Approved by:

William Wong, Director of Utilities
Joseph P. Lopez, City Manager
Attachments:

1. Progressive Design-Build Agreement with TelStar Instruments & Exhibits

2. Agreement with EMA, Inc. & Exhibits
#7..
- 114 -
Supervisory Control and Data System (SCADA)Upgrade Project - Design Build Contract, Page 1 of 84

PROGRESSIVE DESIGN / BUILD AGREEMENT

FOR SUPERVISORY CONTROL AND DATA ACQUISITION UPGRADE
(“SCADA”) PROJECT
This AGREEMENT (“Agreement”) is entered into this ___ day of _________, 2023 (“Effective Date of the Agreement”) by and between the City of Modesto (“Owner” or “City”) and Telstar Instruments (“DB Entity”).

WHEREAS, Owner intends to design and construct a project known as Supervisory Control and Data Acquisition (“SCADA”) Upgrade Project (“Project”), which consists of the design and construction of a new SCADA system to operate over 200 water, wastewater, and stormwater facilities (including wells, tanks, wastewater treatment plants and lift stations); and WHEREAS, Owner anticipates that the Project will be completed no later than ________; and
WHEREAS, Owner determined that its goals for the Project would be best-served by using a process whereby Owner and DB Entity will collaboratively implement the Project through Progressive Design and Build project delivery method, during which DB Entity will complete the Project in two phases; and
WHEREAS, in the Pre-Construction Phase, the DB Entity shall perform the services of design, pricing, and other services for the Project to the level of completion required for DB Entity and Owner to establish the Contract Price for Design-Build Phase; and WHEREAS, in the Design-Build-Phase, the DB entity shall complete design and construction of the Project as defined by the Design-Build Phase; and WHEREAS, after conducting a design/build procurement process, Owner awarded this Agreement to DB Entity.

NOW, THEREFORE, In consideration of the mutual covenants and obligations contained herein, Owner and DB Entity hereby agree as follows:

Section 1
Project

1.1 The City uses a SCADA system to operate over 200 water, wastewater, and stormwater facilities (including groundwater wells, tanks, wastewater treatment plants, and lift stations). The SCADA system is comprised of computer hardware, software, and telemetry system that is critical in controlling and delivering safe drinking water supply to customers, monitoring stormwater pumping, and providing monitoring and control of the conveyance and treatment of the City’s wastewater to meet regulatory standards. The City has developed the Project in order to improve the efficiency and operational reliability of the existing SCADA system. The Project is further described in Exhibit 1, attached hereto and incorporated herein (the “Project Criteria”). #7..
- 115 -
SCADA Upgrade Progressive Design Build Contract, Page 2 of 83 Section 2
Pre-Construction Phase

2.1 Pre-Construction Phase Services. DB Entity shall perform the services of design, pricing, and other services for the Project based on the Project Criteria as set forth in Exhibit 2, attached hereto and incorporated herein (the “Pre-Construction Phase Services”). DB Entity shall perform such services to the level of completion required for DB Entity and Owner to establish the Contract Price for the Design-Build Phase, as set forth below. DB Entity’s compensation for PreConstruction Phase Services is set forth in Paragraph 4.1 herein. The level of completion required for Pre-Construction Phase Services is defined in the Scope of Services. The Pre-Construction Phase Services shall commence within ten (10) working days of DB Entity’s receipt of Owner’s Notice to Proceed unless the parties mutually agree otherwise in writing.

2.2 Proposal. Upon completion of the Pre-Construction Phase Services, DB Entity shall submit a proposal to Owner (the "Contract Price Proposal") for the completion of the Design-Build Phase of the Project for the Contract Price. Design-Build Phase services shall consist of the completion of design services for the Project, the procurement of all materials and equipment for the Project, the performance of construction services for the Project, and the start-up, testing, and commissioning of the Project. The DB Entity’s Construction Phase Services and Pre-Construction Phase Services shall collectively be referred to herein as the “Work”. The Contract Price for the Design-Build Phase shall be developed during the Pre-Construction Phase on an “open-book” basis.

2.2.1 The Contract Price Proposal shall include the following unless the parties mutually agree otherwise:

2.2.1.1 The proposed Contract Price

2.2.1.2 A list of the assumptions and clarifications made by DB Entity in the preparation of the Proposal, which list is intended to supplement the information contained in the drawings and specifications;

2.2.1.3 The Scheduled Substantial Completion Date upon which the Contract Price Proposal is based, and a schedule upon which the Scheduled Substantial Completion Date is based and a Project Schedule for the Work;

2.2.1.4 If applicable, a list of Allowance Items, Allowance Values, and a statement of their basis;

2.2.1.5 If applicable, a schedule of alternate prices;

2.2.1.6 If applicable, a schedule of unit prices;

2.2.1.7 If applicable, a statement of Additional Services which may be performed but which are not included in the proposed Contract Price, and which, if performed, shall be the basis for an increase in the Contract Price and/or Contract Time(s); #7..
- 116 -
SCADA Upgrade Progressive Design Build Contract, Page 3 of 83

2.2.1.8 The time limit for acceptance of the proposed Contract Price, which shall not be less than ninety (90) days from the date of delivery of the proposed Contract Price; and

2.2.1.9An Owner’s permit list, a list detailing the permits and governmental approvals that Owner will bear responsibility to obtain.

2.3 Review and Adjustment to Proposal.

2.3.1 After submission of the Contract Price Proposal, DB Entity and Owner shall meet to discuss and review the Contract Price Proposal. If Owner has any comments regarding the Contract Price Proposal, or finds any inconsistencies or inaccuracies in the information presented, it shall promptly give written notice to DB Entity of such comments or findings.

If appropriate, DB Entity shall, upon receipt of Owner’s notice, make appropriate adjustments to the Contract Price Proposal.

2.3.2 Acceptance of Contract Price Proposal. If Owner accepts the Contract Price Proposal, as may be amended by DB Entity pursuant to Section 2.3.1, the Contract Price and its basis shall be set forth in an amendment to this Agreement, when mutually agreed between the parties (Contract Price Amendment). Once the parties have agreed upon the Contract Price and Owner has issued a Notice to Proceed for the Design-Build Phase, DB Entity shall perform the Design-Build Phase Services, all as further described in the Contract Price Amendment, as it may be revised. Under no circumstances shall the Contract Price Proposal be deemed accepted by the Owner unless such acceptance is authorized by the Modesto City Council.

2.3.3 Failure to Accept the Contract Price Proposal. If Owner rejects the Contract Price Proposal, or fails to notify DB Entity in writing on or before the date specified in the Contract Price Proposal that it accepts the Proposal, the Proposal shall be deemed withdrawn and of no effect. In such event, either party may terminate this Agreement by written notice to the other Party.

Section 3
Design-Build Phase

3.1 Date of Commencement DB Entity shall commence the Design-Build Phase upon DB Entity’s receipt of Owner’s Notice to Proceed with Final Design and Construction Services (“NTP with Final Design and Construction Services”).

3.2 Final Design and Construction. DB Entity will perform the Work of the Design-Build Phase in accordance with the General Conditions and Contract Documents.

3.3 Contract Time for Design-Build Phase Services

3.3.1 Scheduled Substantial Completion Date. DB Entity shall substantially complete the Work no later than the date set forth in the Contract Price Proposal (“Scheduled Substantial Completion Date”), subject to adjustment in accordance with the General Conditions. #7..
- 117 -
SCADA Upgrade Progressive Design Build Contract, Page 4 of 83

3.2.2 Scheduled Final Acceptance Date. DB Entity shall achieve Final Acceptance no later than ninety (90) days from Substantial Completion (“Scheduled Final Acceptance Date”), subject to adjustment in accordance with the General Conditions.

3.3 Time of the Essence. The time limits for Substantial Completion and Final Acceptance are of the essence of the Contract.

3.4 Delay Liquidated Damages.

3.4.1 Calculation of Delay Liquidated Damages. It is hereby understood and agreed that it is and will be difficult and/or impossible to ascertain and determine the actual damage that Owner will sustain in the event of and by reason of DB Entity's delay; therefore, DB Entity agrees that it shall pay to Owner the sum of SEVEN THOUSAND FIVE HUNDRED DOLLARS ($7,500) per day as liquidated damages for each and every following day’s delay beyond the Substantial Completion Date that Substantial Completion is not achieved. The Substantial Completion Date be negotiated upon completion of the Pre-Construction Phase as part of the Contract Price Proposal.

3.4.2 Liquidated Damages Not Penalty. It is hereby understood and agreed that this amount is not a penalty, but is a reasonable estimate of the damages that Owner will incur. In the event any portion of the liquidated damages is not paid to Owner, Owner may deduct that amount from any money due or that may become due the DB Entity under this Agreement, Owner may seek recovery of Liquidated Damages from the DB Entity’s Performance Bond Surety and/or Owner may seek recovery of Liquidated Damages from the DB Entity or the Performance Bond Surety without having exhausted remedies against the other.

Section 4
Pre-Construction Phase Compensation and Contract Price

4.1 Compensation for Pre-Construction Phase Services. Owner shall pay DB Entity in accordance with the General Conditions of Contract a sum of not to exceed two million, four hundred forty-six thousand, eighty-nine dollars ($2,446,089) for the Pre-Construction Phase Services at hourly rates set forth below, subject to adjustments made in accordance with the General Conditions of Contract. The Pre-Construction Phase Services compensation is deemed include but not be limited to all labor, materials, equipment, supplies, and all sales, consumer, use, employment-related and other taxes mandated by applicable Laws and Regulations or that result from the performance of the Pre-Construction Phase services.

Hourly Rate Schedule for Pre-Construction Services is included in Exhibit 11.

4.2 Contract Price.

4.2.1 Owner shall pay DB Entity in accordance with the General Conditions a contract price for the Work (“Contract Price”). The Contract Price shall be established by the Contract Price Proposal and is subject to adjustments made in accordance with Article 9 of the General Conditions.
#7..
- 118 -
SCADA Upgrade Progressive Design Build Contract, Page 5 of 83

4.2.2 The Contract Price is deemed to include but not be limited to all labor, materials, equipment, supplies, and all sales, consumer, use, employment-related and other taxes mandated by applicable Laws and Regulations or that result from the performance of the Work.

4.2.3 Contract Price Proposal. Upon completion of the Pre-Construction Phase Services and any other Basis of Design Documents upon which the parties may agree, DB Entity shall submit a proposal to Owner (“Contract Price Proposal") for the completion of the design and construction of the Project for the Contract Price, which will be based on an open book-developed Guaranteed Maximum Price (GMP).

Section 5
Payment Procedures

5.1 Submittal and Processing of Payments.

5.1.1 DB Entity shall submit, and Owner will process, Applications for Payment in accordance with Article 13 of the General Conditions.

5.1.2 All Applications for Payment shall reference Owner’s contract number, and shall follow the same format as shown on the Application for Payment provided in the Contract Documents.

5.1.3 Failure of DB Entity to follow the instructions set forth in the Contract Documents regarding a proper Application for Payment and acceptable services may result in an unavoidable delay in payment by Owner.

5.2 Progress Payments And Retention

5.2.1 Payments for Work Performed after the Effective Date of the Contract Price Proposal. For Work performed after the Effective Date of the Contract Price Proposal, Owner shall make progress payments within the time set forth in Section 5.4 below after Owner’s receipt of each properly submitted and accurate Application for Payment submitted in accordance with Paragraph 13.02 of the General Conditions. All such payments will be measured by the Progress Payment Schedule, pursuant to Paragraph 13.01 of the General Conditions, and shall reflect the total of payments previously made and amounts properly withheld as retainage, as set forth below, and under the Paragraph 13.03 of the General Conditions. Work completed as estimated shall be an estimate only and no inaccuracy or error in said estimate shall release DB Entity or any Surety from such work or from enforcing each and every provision of the Contract Documents.

1. Progress payments will be in an amount equal to ninety five percent (95%) of Work completed (with the balance as retention).

2. The remaining five percent (5%) of such amounts shall be held as the Retention Amount and shall be released in accordance with Public Contract Code section 7107. If all of the necessary information is properly submitted, undisputed and accurate (including the progress payment schedule and certified payrolls), Owner shall approve the #7..
- 119 -
SCADA Upgrade Progressive Design Build Contract, Page 6 of 83 Progress Payment in accordance with Public Contract Code section 20104.50.

5.2.2 Waiver and Release upon Payment. Each Progress Payment shall be conditioned upon DB Entity providing to Owner with the corresponding Application for Payment a conditional waiver and release of claims for payment upon payment from the DB Entity and each of its subcontractors and materials suppliers that have contracts with DB Entity that exceed $250,000 in the form required by Civil Code Section 8132, covering all sums requested in such Application for Payment, and an unconditional waiver and release of claims for payment from each party, in the form required by Civil Code Section 8132, covering sums disbursed pursuant to the most recently preceding Application for Payment. Failure to provide either a condition waiver and release, or unconditional waiver and release shall result in the subject sums being in dispute, and thus withheld from payment.

5.2.3 Option for Escrow or Securities in Lieu of Retention. Pursuant to the requirements of Public Contract Code Section 22300, upon DB Entity's request within ten (10) days of execution of this Agreement, Owner will make payment to DB Entity of any earned retention funds withheld from payments under this Agreement if DB Entity deposits with Owner or in escrow with a California or federally chartered bank acceptable to Owner, securities eligible for the investment pursuant to Government Code Section 16430 or bank or savings and loan certificates of deposit.

1. Conditions upon such deposit include the following:
(a) DB Entity shall be the beneficial owner of any securities substituted for retention funds withheld and shall receive any interest thereon. (b) All expenses relating to the substitution of securities under said Section 22300 and under this Article 5.2, including, but not limited to Owner’s overhead and administrative expenses, and expenses of escrow agent shall be the responsibility of the DB Entity.
(c) If DB Entity shall choose to enter into an escrow agreement, such agreement shall be in the form as set forth in Public Contract Code section 22300(f) and which shall allow for the conversion to cash to provide funds to meet defaults by the DB Entity including, but not limited to, termination of the DB Entity's control over the work, stop notices filed pursuant to law, assessment of liquidated damages or amount to be kept or retained under the provisions of the Contract Documents.
(d) Securities, if any, shall be returned to DB Entity only upon satisfactory completion of the Agreement.

2. To minimize the expense caused by such substitution of securities, DB Entity shall, prior to or at the time DB Entity requests to substitute security, deposit sufficient security to cover the entire amount to be then withheld and to be withheld under the General Conditions of this Agreement. Should the value of such substituted security at any time fall below the amount for which it was substituted, or any other amount which Owner determines to withhold, DB Entity shall immediately, and at DB Entity's expense, deposit additional security qualifying under said Section 22300 until the total security #7..
- 120 -
SCADA Upgrade Progressive Design Build Contract, Page 7 of 83 deposited is no less than equivalent to the amount subject to withholding under the Agreement.

3. In the alternative, under Section 22300, DB Entity, at its own expense, may request Owner to make payment of earned retention funds directly to the escrow agent.

Also at the expense of DB Entity, DB Entity may direct investment of the payments into securities, and DB Entity shall receive the interest earned on the investment upon the same conditions as shown in this Agreement for securities deposited by DB Entity. Upon satisfactory completion of the Agreement, DB Entity shall receive from the escrow agent all securities, interest and payments received by the escrow agent from Owner, pursuant to the terms of Section 22300.

4. If any provision of this Article 5.2 shall be found to be illegal or unenforceable, then, notwithstanding, this Article 5.2 shall remain in full force and effect, and such provision shall be deemed stricken.

5.3 Final Payment. Upon Final Acceptance of the Work in accordance with Paragraph 13.08 of the General Conditions, Owner shall pay the remainder of the Contract Price as provided in said Paragraph 13.08. DB Entity shall not be entitled to payment for non-conforming work performed, so long as any lawful or proper direction concerning that non-conforming work or any portion thereof given by Owner lacks correction by DB Entity. Owner may withhold from the Progress Payments one hundred fifty percent (150%) of the estimated value of any amount in dispute between Owner and DB Entity. This provision shall also apply in the event that a portion of noncomplying Work may impact other completed Work, resulting in a need to reconstruct or rework related Work. Owner shall not unreasonably withhold payment for unrelated and uninvolved Work in the event of dispute over non-complying Work without entering into negotiations to arrive at settlement of said conflict, unless withholding pursuant to a Stop Payment Notice.

5.4 Date of Payment. It is the policy of Owner that payment for all goods and services shall be made in a timely manner and that interest payments are made on late payments. The time at which payment shall be due from Owner shall be thirty (30) days from receipt of a proper invoice (i.e., Application for Payment) and acceptance of services, based on compliance with the statutory requirements set forth in California Public Contract Code section 7107, and upon satisfaction of the conditions as detailed in the contract.

Section 6
DB Entity’s Representations

6.1 Representations. DB Entity shall be deemed to have made the following representations with its submission of the Contract Price Proposal:

6.1.1 DB Entity has examined, carefully studied, and thoroughly understands the Contract Documents (excluding the Final Drawings and Specifications prepared during the PreConstruction Phase) and the Reference Documents associated with the Work covered by a Contract Price Proposal.
#7..
- 121 -
SCADA Upgrade Progressive Design Build Contract, Page 8 of 83

6.1.2 DB Entity has visited the Site and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the Work covered by the Contract Price Proposal.

6.1.3 DB Entity is familiar with and is satisfied as to all Laws and Regulations that may affect cost, progress, and performance of the Work covered by the Contract Price Proposal.

6.1.4 DB Entity is aware of the general nature of work to be performed by Owner and others at the Site that relates to the Work as indicated in the Contract Documents (excluding the Final Drawings and Specifications prepared during the Pre-Construction Phase).

6.1.5 DB Entity has correlated the Contract Documents (excluding the Final Drawings and Specifications prepared during the Pre-Construction Phase) with the information known to DB Entity, information and observations obtained from visits to the Site, reports and drawings identified in the Contract Documents, and all additional examinations, investigations, explorations, tests, studies and data.

6.1.6 DB Entity has given Owner written notice of all conflicts, errors, ambiguities or discrepancies that DB Entity has discovered in the Contract Documents (excluding the Final Drawings and Specifications prepared during the Pre-Construction Phase) before submitting a Contract Price Proposal and the written resolution thereof by Owner is acceptable to DB Entity.

6.1.7 The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work covered by the Contract Price Proposal.

6.1.8 DB Entity shall be bound by and shall perform its obligations in full compliance with the Contract Documents.

6.1.9 DB Entity, in the performance of this Agreement, shall be and act as an independent contractor. DB Entity understands and agrees that he/she and all of his/her employees shall not be considered officers, employees, agents, partner, or joint venture of Owner, and are not entitled to benefits of any kind or nature normally provided employees of Owner and/or to which Owner's employees are normally entitled, including, but not limited to, State Unemployment Compensation, Worker's Compensation or eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of Owner and entitlement to any contribution to be paid by Owner for employer contributions and/or employee contributions for PERS and other postemployment benefits. DB Entity shall assume full responsibility for payment of all federal, state and local taxes or contributions, including unemployment insurance, social security and income taxes with respect to DB Entity's employees. DB Entity shall be liable for its own actions, including its negligence or gross negligence, and shall be liable for the acts, omissions, or errors of its agents or employees.

6.1.10 DB Entity shall perform its obligations under this Agreement using its best professional skill and judgment, acting with due care and in accordance with the standard of care applicable to the Work and Services to be provided by DB Entity , the covenants, terms and conditions of this Agreement, and all applicable laws, codes, rules and regulations of the State of California and all other federal, state, and local jurisdictions having authority. DB Entity #7..
- 122 -
SCADA Upgrade Progressive Design Build Contract, Page 9 of 83 represents and warrants that it is fully experienced in projects of the nature and scope of Work, and that it is properly qualified, licensed and equipped to supply and perform the Work. The Work completed herein must meet the approval of Owner and shall be subject to Owner’s general right of inspection and supervision to secure the satisfactory completion thereof.

6.1.11 DB Entity agrees that all technologies, formulae, procedures, processes, methods, writings, ideas, dialogue, compositions, recordings, teleplays and video productions prepared for, written for, or submitted to Owner and/or used in connection with this Agreement, shall either be the property of DB Entity, or DB Entity shall have all necessary rights to use such formulae, procedures, processes, methods, writings, ideas, dialogue, compositions, recordings, teleplays and video productions and to provide the same and derivative works thereof to Owner in connection with this Agreement, and shall not otherwise be copied in whole or in part from any other source.

6.1.12 Except with respect to design pre-check documents and associated works and other third party intellectual property used by DB Entity on an authorized basis, all drawings, specifications, calculations, data, notes and other materials and documents, including electronic data (other than System performance data provided during operation, which shall not be deemed “Work Product”) furnished by DB Entity to Owner under this Agreement (“Work Product”) shall be and remain the property of Owner. DB Entity, or the author of such works, if other than DB Entity, will retain all common law, statutory and other reserved rights, including copyrights in the Work Product. Upon Final Completion, DB Entity will grant Owner, and its successors and assigns, a perpetual, non-transferable royalty-free license to use the Work Product (excluding commercially provided hardware and software) for the purposes of repair, maintenance, renovation, modernization, and all other purposes related to the Project, including, without limitation, additions, alignments, or other development on the Site. Owner’s use of such Work Product without the involvement of the DB Entity shall be at Owner’s sole risk and without liability or legal exposure to the DB Entity or anyone working by or through DB Entity. Owner understands that the use of commercially provided hardware and software may require the Owner to pay annual fees for such use. If the DB Entity purchases a license for any commercial provided hardware or software as part of the Work, DB Entity shall transfer such license to the Owner upon final completion.

Section 7
Contract Documents

7.1 Contract Documents. The Contract Documents consist of the following:

1. This Agreement, including all of the Exhibits;

2. The General Conditions

3. Technical Requirements;

4. The following, which shall be designated, completed, delivered, prepared, or issued after the Effective Date of the Agreement and are not attached hereto:
(i) Any and all written amendments, Change Orders, Work Change Directives, and Field Orders amending, modifying, or supplementing the Contract Documents. #7..
- 123 -
SCADA Upgrade Progressive Design Build Contract, Page 10 of 83 (ii) The Final Drawings and Specifications, which shall be developed, submitted and acted upon pursuant to this Agreement and the General Conditions.

5. The Contract Price Proposal.

7.2 Amending the Contract Documents. The Contract Documents may only be amended, modified, or supplemented as provided in Paragraph 3.04.A of the General.

7.3 Order of Precedence of the Contract Documents. The following order of precedence shall apply in the case of direct, irresolvable conflicts between or among Contract Documents:

1. Written amendments signed by the Parties (other than the Contract Price Proposal) with those of a later date taking precedence;

2. Work Change Directives, Change Orders, and Field Orders with those of a later date taking precedence;

3. The Contract Price Proposal

4. This Agreement, including all Exhibits;

5. The General Conditions;

6. The Final Drawings and Specifications;

7. Technical Requirements;
Section 8
Miscellaneous

8.1 Defined Terms. Terms used in this Agreement and not defined herein shall have the meanings indicated in the General Conditions.

8.2 Exhibits. The following exhibits (“Exhibits”) are specifically made part of, and incorporated by reference into, this Agreement:

Exhibit 1 Project Criteria
Exhibit 2 Pre-Construction Phase Services
Exhibit 3 General Conditions between Owner and DB Entity Exhibit 4 Local Hire and Skilled and Trained Workforce Certifications Exhibit 5 Prevailing Wage Certification
Exhibit 6 Worker’s Compensation Certification
Exhibit 7 Asbestos & Other Hazardous Materials Certification Exhibit 8 Performance Bond & Labor and Materials Payment Bond Exhibit 9 Insurance Requirements
#7..
- 124 -
SCADA Upgrade Progressive Design Build Contract, Page 11 of 83

8.3 DIR Registration & Compliance Monitoring. Labor Code §1771.1(a) provides that “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.” This project is subject to monitoring by the Department of Industrial Relations.

8.4 Workforce Requirements. DB Entity is required to make a good faith effort to hire local residents as well as a skilled and trained workforce for the performance of construction services component of the Work. DB Entity shall comply with all applicable requirements, including record keeping requirements, of Articles 7 and 8 of Chapter 3 of the Modesto Municipal Code. Contractor shall provide City with evidence of compliance with such requirements within ten (10) calendar days of a request from the City. DB Entity shall sign and submit the Local Hire Certification and Skilled and Trained Workforce Certification, attached hereto as Exhibit 4, to the City no later than when the Contract Price Proposal is submitted.

IN WITNESS WHEREOF, Owner and DB Entity have signed this Agreement in duplicate. One counterpart each has been delivered to Owner and DB Entity.

CITY OF MODESTO, DB ENTITY
a municipal corporation _________________________
BY: ___________________________ BY: ________________________________ JOSEPH P. LOPEZ, City Manager [Name, Title]
BY: ________________________________
[Name, Title]
ATTEST:
(Seal)
BY: _____________________________________
DIANE NAYARES-PEREZ, CMC, City Clerk
Consultant’s Federal ID #_______________
BY: ________________________________
JOSE M. SANCHEZ, City Attorney
* Corporations - signature of two (2) officers required or one (1) officer plus corporate seal
* LLC - signature of two (2) officers required
Partnership - signature of a partner required
Sole Proprietorship - signature of proprietor required
#7..
- 125 -
SCADA Upgrade Progressive Design Build Contract, Page 12 of 83 APPROVED AS TO FORM:

BY: ____________________________
JOE F. RODRIGUEZ, Risk Manager

Information regarding DB Entity:

Proper Name:

License No.:

DIR No.:

Address:

Telephone:

Facsimile:

E-Mail:

Type of Business Entity:
____ Individual
____ Sole Proprietorship
____ Partnership
____ Limited Partnership
____ Corporation, State:____________________
____ Limited Liability Company
____ Other:
_______________________:

Employer Identification and/or Social
Security Number
NOTE: Section 6041 of the Internal
Revenue Code (26 U.S.C. 6041) and
Section 1.6041-1 of Title 26 of the Code
of Federal Regulations (26 C.F.R.

1.6041-1) requires the recipients of
$600.00 or more to furnish their
taxpayer information to the payer. In
order to comply with these
requirements, Owner requires the DB
Entity to furnish the information
requested in this section.
#7..
- 126 -
Supervisory Control and Data System (SCADA)Upgrade Project - Design Build Contract, Page 13 of 84 EXHIBIT 1

PROJECT CRITERIA
#7..
- 127 -
SCADA Design Criteria
City of Modesto
Utilities Department
This document may contain sensitive information regarding the City’s SCADA system and shall only be used for the purpose of this contract. Distribution or duplication is prohibited.
#7..
- 128 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | i

TABLE OF CONTENTS
SECTION 1. EXECUTIVE SUMMARY........................................................................................... 1 Project Overview....................................................................................................1 SCADA System Vision ...........................................................................................1 Requirements Development Process .....................................................................2 SCADA System Recommendation .........................................................................2 SCADA System Maintenance Staffing....................................................................2 SECTION 2. PROJECT GOALS AND SCADA VISION................................................................. 4 SCADA Vision........................................................................................................4 Utilities Department Mission and Vision ................................................................ 4 SCADA Vision Development.................................................................................. 4 SCADA System Vision........................................................................................... 5 Project Goals .........................................................................................................5 SECTION 3. SYSTEM REQUIREMENTS ...................................................................................... 7 Requirements Development Process .....................................................................7 Prioritization Guidelines .........................................................................................8 Requirements Validation workshop ........................................................................8 Functional Requirements .......................................................................................8 Alarm / Event Management ................................................................................... 9 Data Management and Reporting........................................................................ 11 HMI Functionality (Hardware and Software) ........................................................ 13 Instrumentation and Control Equipment .............................................................. 15 Networks / Communications (including Telemetry).............................................. 16 Operational Historian........................................................................................... 18 RTU / PLC Design and Functionality ................................................................... 19 SCADA System Architecture ............................................................................... 19 General Requirements .........................................................................................23 Control Philosophy .............................................................................................. 23 Cybersecurity Considerations.............................................................................. 24 Disaster Recover / Business Continuity............................................................... 24 Documentation .................................................................................................... 25 System Maintenance and Service Level Expectations......................................... 25 Training Considerations....................................................................................... 26 #7..
- 129 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | ii
Vision and Strategy ............................................................................................. 26 SECTION 4. FUTURE OPPORTUNITIES.................................................................................... 27 Leveraging SCADA For Maintenance...................................................................27 Logging of Water Quality Samples .......................................................................27 Operational Optimization – Water Distribution......................................................27 Operational Optimization – Wastewater Collections .............................................27 Enhanced Operations – Wastewater Treatment ...................................................28 Data Integration ...................................................................................................28 SECTION 5. SCADA MAINTENANCE STAFFING AND WORKFLOW ....................................... 29 Future SCADA Maintenance Model......................................................................29 Centralized SCADA Support ................................................................................30 Operational Group SCADA Support .....................................................................31

TABLE OF FIGURES
Figure 5-1: SCADA Support / Maintenance Future State ...........................................................30 #7..
- 130 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 1
SECTION 1. EXECUTIVE SUMMARY

PROJECT OVERVIEW
The City of Modesto utilizes a Supervisory Control and Data Acquisition (SCADA) system to monitor and control the City’s water, wastewater, and stormwater systems. The existing SCADA system is based on the HSQ MISER software and associated HSQ hardware. The MISER system has been in place for more than 20 years.

The City commissioned this SCADA system study to begin the process of determining the future direction of the SCADA systems. Some of these issues include:
• Concerns over hardware and software obsolescence.
• Increased demands for access to the SCADA system and the data gathered by the SCADA system for planning and analysis.
• Desire for system functionality enhancements.
• Dependence on a single vendor for SCADA system supply and support. • Concerns associated with SCADA system support, both for day-to-day maintenance and support for system expansion.

The design criteria includes a broad ranging set of requirements which encompass many components of a complete SCADA system., Some specific items not included in the evaluation include:
• SCADA software selection
• Detailed SCADA system architecture development
• Radio communications systems
• Local Area Networks (LANs)
• Wide Area Networks (WANs)

SCADA SYSTEM VISION
The vision for the future of the City’s SCADA system is:

A reliable, flexible, and maintainable SCADA system that provides easy access to operational data, supports the Utilities Department’s mission, and is expandable and configurable to support future optimization initiatives. 1 #7..
- 131 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 2
Supporting the vision will require the system to be:
• Reliable to ensure continuous operations to meet regulatory requirements. • Maintainable – through trained City staff, as well as through multiple sources of external maintenance support.
• Accessible to a variety of staff for operations, planning, and analysis purposes. • Flexible, as it will likely be constructed.
• In phases over time and potentially through various capital projects. The system must be able to adapt to changes in technology, staff, and processes to take advantage of emerging technologies.

REQUIREMENTS DEVELOPMENT PROCESS
A series of interviews, an on-line survey, and facilitated workshops were used to develop a set of requirements for a future SCADA system. The requirements development process began with discussions about how the individuals used the SCADA system or consumed data from the SCADA system. The focus was on how to effectively leverage SCADA to support the operations, practices, and technology needs of the City. As such, the requirements which were developed encompass more than just hardware and software needs of the SCADA system; they include items such as data management and analysis, enhanced operator interfaces, and system support.

The requirements were documented, categorized, and prioritized. Additional detail on the SCADA system requirements is provided in Section 3.

SCADA SYSTEM RECOMMENDATION
The path for the SCADA system upgrade will be a complete replacement using a Commercial off the shelf (COTS) platform which will accommodate the size and scope of the city’s current system, and still be able to accommodate future expansion. The COTS, when properly designed, installed and configured, can fully meet the defined system requirements, as well as the SCADA Vision and Goals outlined in Section 2 of this document.

SCADA SYSTEM MAINTENANCE STAFFING
The current support for SCADA is done by a mixture of Utilities Staff, City IT Staff, and external resources. The maintenance organization can be characterized as a semicentralized maintenance organization, where some functions are centralized, in this case with the City IT group, and others are distributed across the Utilities operations groups.

External support contracts are also used to support the HSQ system. #7..
- 132 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 3
The recommendation for the future state of SCADA system support is to maintain a semicentralized support model. In this model, the City IT group supplies dedicated SCADA support staff, supplemented by part-time support by other IT group technical specialists, with a primary focus on the SCADA system human machine interfaces and databases. Both the water and wastewater instrumentation and control (I&C groups would maintain a maintenance and support role for field RTUs. We also recommend that additional training be provided to selected Utilities staff to become “superusers” of the system. These superusers will have a deeper knowledge of the SCADA system than many users and can help standard users with day-to-day activities such as data access and reporting. #7..
- 133 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 4
SECTION 2. PROJECT GOALS AND SCADA VISION

SCADA VISION
Utilities Department Mission and Vision
The Utilities Department has developed a mission statement, summarizing the department’s essential work. Taken from the 2015/2016 business plan, the mission statement is:
“The Utilities Department will efficiently and effectively operate, protect, and manage all water infrastructure and water resources for the current and future needs of the community and the environment.”
Related to the mission statement is the Utilities Department vision statement, “The Utilities Department will provide consistently reliable service to its customers in its management of Modesto’s critical water resources and will remain in full compliance with all applicable regulations while anticipating and preparing for future challenges.”
SCADA Vision Development
A number of key goals, which will impact the future direction of the SCADA system include:
• The SCADA system must be highly reliable and accurate. • The system should leverage robust technology with room for growth. • The system should be based on industry standard, non-proprietary components. • The system should provide enabling technology for efficient operations, accessible from any location.
• The system should provide data accessibility for the needs of the utility, including planning, engineering, operations, and maintenance. This data access should not compromise the operational record data.
• The system should be developed for intuitive operational access. • The system should be integrated with other Utility business systems. • The system should provide for support for unattended operations with remote access. • The system should provide a framework to support future water optimization efforts, such as water supply and water loss.

These goals have been used in the development of a SCADA system vision and will be carried forward as overall goals of the improved SCADA system. 2 #7..
- 134 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 5
SCADA System Vision
The City of Modesto SCADA system Vision is:

A reliable, flexible, and maintainable SCADA system that provides easy access to operational data, supports the Utilities Department’s mission, and is expandable and configurable to support future optimization initiatives.

Supporting the vision will require the system to be:
• Reliable to ensure continuous operations to meet regulatory requirements. • Maintainable – through trained City staff, as well as through multiple sources of external maintenance support.
• Accessible to a variety of staff for operations, planning, and analysis purposes. • Flexible, as it will likely be constructed in phases over time and potentially through various capital projects. The system must be able to adapt to changes in technology, staff, and processes to take advantage of emerging technologies.

PROJECT GOALS
As discussed above, goals were developed during the SCADA Vision Workshop. An additional discussion of project goals was conducted during the project kickoff meeting.

Some of the goals were shared between the two workshops; however, the kickoff meeting goals did include some more specific goals. A consolidated list of project goals include:
• The SCADA system must be highly reliable and accurate. • The system should leverage robust technology with room for growth. • The system should be based on industry standard, non-proprietary systems. • The system should provide enabling technology for efficient operations, accessible from any location.
• The system should provide data accessibility for the needs of the utility, including planning, engineering, operations, and maintenance. This data access should not compromise record data.
• The system should be developed for intuitive operational access. • The system should be integrated with other Utility business systems. • The system should provide for support for unattended operations with remote access. • The system should provide a framework to support future water optimization efforts, such as water supply and water loss.
#7..
- 135 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 6
• The City should develop multiple “experts” or subject matter experts for critical system maintenance and data access. A desire was stated that the City be selfreliant for SCADA system support. • The City should have multiple avenues for 24/7 support of the entire SCADA system, including the SCADA hardware, SCADA software, telemetry systems, and networks. • The City should have multiple sources of supply for spare parts, including rapid replacement capabilities for repairs and replacement of spares. • The City should have easily accessible training on the updated SCADA system, including on-line training resources.

As the SCADA planning process proceeds, these project goals can be used as “checkpoints” to validate potential projects or system designs, making sure that any projects to be undertaken fit within these broad goals.
#7..
- 136 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 7
SECTION 3. SYSTEM REQUIREMENTS

REQUIREMENTS DEVELOPMENT PROCESS
Following the site visits, an online survey was developed and provided to City staff for completion. The questions used during the survey were jointly developed between EMA and the City’s project team members. A total of 26 responses were gathered for the survey, and these responses were used to guide the requirements interview process. The survey was anonymous, so the respondent’s name/email address was not captured as part of the results. This was done to minimize the possibility someone might not answer the questions honestly. Appendix B shows the responses to the survey.

A series of interviews was held to capture SCADA system requirements. These interviews were conducted over two days. The interviews were structured as “mini-workshops” with multiple group members from each functional group. The interviews held were with the following groups:
• Water Distribution Operations and Water Electrical/SCADA, • Wastewater Electrical,
• Planning/Design (Engineering),
• Information Technology,
• Wastewater Collections, and
• Wastewater Plant Operations.

An additional meeting was scheduled with the Construction group, but the attendees were unable to make the meeting. Their input was provided via email. Input was also received from Laboratory staff concerning data interface between SCADA and Labworks.

The raw requirements were consolidated to eliminate duplicates, grouped into categories, and then prioritized.
3 #7..
- 137 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 8

PRIORITIZATION GUIDELINES
The prioritization process was conducted using the following broad categories:
• Critical: The requirement is critical to the operational mission of the Utility and must be addressed immediately.
• High: The requirement is essential to the operational mission of the Utility and must be addressed in the near future.
• Medium: Important requirement that does not directly impact the operational mission but may have operational, economic, or management benefits. • Low: This category describes “nice to have” features which may not be operationally critical.

REQUIREMENTS VALIDATION WORKSHOP
An initial set of summary requirements was provided to the City’s project team for review.

This summary listing of requirements also included an initial prioritization developed by EMA.

A Requirements Validation workshop was held to review and validate the requirements, as well as assigned priorities. Some adjustments were made during the workshop, and one conflicting requirement was eliminated. The Requirements Summary Listing, with notes to reflect updates gathered during the workshop is provided in Appendix C.

FUNCTIONAL REQUIREMENTS
Functional requirement categories used to group the requirements include:
• Alarm-Event Management.
• Data Management and Reporting.
• HMI Functionality (Hardware and Software).
• Instrumentation and Control Equipment.
• Networks / Communications (including Telemetry).
• Operational Historian.
• RTU / PLC Design and Functionality.
• SCADA System Architecture (Overall).

A detailed discussion of the requirements developed for each category is provided in this section.
#7..
- 138 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 9
Alarm / Event Management

3.4.1.1 General Requirements
General requirements associated with the Alarm / Event portion of the SCADA system include:

A. Ability to sort and display alarms / events by priority Priority: High • The establishment of an alarm priority system will aid the operations staff in evaluating the necessary response to alarms.
• Once a priority system is in place, the SCADA system needs to be able to sort and/or filter the alarm display by priority.
• The existing SCADA system may have the capability, but it is not used on the existing application.

B. Improve remote notification of critical alarms / events Priority: High • Notification of critical alarms / events via email, text message to a cell phone or display on a portable hand-held device such as a tablet. • The use of hand-held devices (tablet device, cell phone) to inform operators and technicians of alarms and events was discussed as part of a general desire to provide enhanced SCADA operational information to Operation and Maintenance staff. This would be particularly useful for alarms originating during high flow / rain events.
• The existing SCADA system utilizes MISERTalk for alarm notification, but the capabilities of this alarm notification system are limited.

C. Define an effective alarm management strategy Priority: Medium • The development of a comprehensive alarm management strategy will enable City staff to proactively manage alarm and event systems, with periodic reviews to examine alarm frequencies and optimize the use of alarms in day-to-day operations.
• One path to an alarm/event management strategy may be to leverage a structured approach such as those developed by the ISA18 Committee (Instrument Signals and Alarms) and documented in standards such as ANSI/ISA-18.2 “Management of Alarm Systems in the Process Industries”. #7..
- 139 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 10
D. Add intelligent (anticipatory) alarm capability Priority: Medium • Enhanced alarming capability, built on anticipatory alarm conditions, can aid operators in day-to-day operations, potentially noting abnormal situations prior to process upsets. Examples include:
o Monitoring a flowmeter downstream of a pump running and providing a no-flow alarm.
o Monitoring a chemical feed tank level when it is in-service, and if level does not decrease appropriately, provide a loss of feed alarm. • These types of alarms can be developed during process control system review activities, or during the initial development of process control narratives, and are typically implemented at the PLC / RTU level (rather than at the SCADA/HMI level).
• The City indicated that anticipatory alarming was already in place for the water portion of SCADA.

E. Provide a separate alarm screen showing high priority alarms. Priority: Low • The alarm summary screen shows all alarms, regardless of priority. A separate screen or pop-up showing only the high priority alarms will provide operations staff with a focused listing of alarms that require immediate action.

3.4.1.2 System Specific Requirements
System-specific requirements associated with the Alarm / Event portion of the SCADA system include:

A. Alarm management review for the Jennings Tertiary WWTF Priority: Critical • The Jennings Treatment Facility has a number of issues with alarming, including nuisance alarms, as well as alarms that are difficult to acknowledge and clear. A detailed review of the alarm subsystem for the Jennings SCADA system should be conducted to mitigate these issues.
#7..
- 140 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 11
Data Management and Reporting

3.4.2.1 General Requirements
General requirements associated with the Data Management and Reporting portion of the SCADA system include:

A. Conduct a comprehensive review of SCADA Data Needs Priority: High • Key areas of consideration include:
o Assessment of existing data collection, storage, reporting, and access. o Establish standards for historical data collection criteria including scan intervals, data collection exception limits (value, percentage and rate-ofchange), and maximum time between stored values. o Operational reporting and non-regulatory reporting from local Operational Historian.
o Data retention policies.

B. Provide enhancements to operational reporting Priority: High • Key areas of consideration include:
o User-friendly reports.
o Modifiable / configurable by operators.
o Include both recurring and ad hoc reporting capability.

C. Development of the interface to transfer from SCADA to LIMS Priority: High • This interface will provide the ability to transmit SCADA information to the Laboratory Information Management System (LIMS) for data analysis.

D. Development of an Operational Data Management System (ODMS) and associated business / data analytics toolset. Priority: Medium
• The ODMS and associated toolsets can be used to support consolidated reporting, system dashboards, and advanced data analysis. • ODMS should interface to multiple data sources, including external sources such as the MID rainfall monitoring system.

E. Development of the interface between SCADA and CMMS Priority: Medium • This interface can provide the ability to transmit maintenance related information gathered in the SCADA system. This information can include the following parameters:
o Equipment runtimes for all equipment
o Equipment start counts
#7..
- 141 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 12
o Vibration information
o Other maintenance related data
F. Development of the interface between SCADA and GIS Priority: Medium • This interface will facilitate casualty response scenarios by combining real-time SCADA information onto GIS maps, allowing for better isolation of issues such as water leaks, contamination events, etc.

G. Development of the interface from SCADA to Hydraulic Model Priority: Medium • This interface will allow the use of SCADA information to calibrate the hydraulic model. The calibrated model then can be better used for engineering studies, as well as system efficiency analysis.

H. Development of the interface to transfer from LIMS into SCADA Priority: Low • This interface can provide the ability to transmit laboratory analysis data from LIMS into SCADA so that this information can be displayed on SCADA screens for operations analysis.
• The laboratory analysis data can also be placed in the SCADA historian and can be included in operational reports.

I. Provide electronic delivery of reports Priority: Low • Consider electronic delivery (PDF, web page, etc.) in addition to printed copies.

J. Provide an Operator Blog or Shift Report capability within SCADA Priority: Low • The provision of a blog or shift report within SCADA will allow the operators to share accessible shift information.

3.4.2.2 System Specific Requirements
System specific requirements associated with the Data Management and Reporting portion of the SCADA system include:

A. Water Planning group needs access to SCADA historical information Priority: High • The existing reporting information is difficult to use and does not provide sufficient detail to support planning activities.
#7..
- 142 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 13
HMI Functionality (Hardware and Software)

3.4.3.1 General Requirements
General requirements associated with the HMI Functionality portion of the SCADA system include:

A. Trending functionality Priority: High
• Operators need the ability to generate ad hoc trending. • Export of trend graphs into Excel and PDF files.
• Training on how to use trending.

B. Improve HMI responsiveness Priority: High
• The existing HMI has several areas where the system responsiveness can be improved. Some examples include:
o Screen Call-up Time: HMI screen navigation should allow a new screen to be called up in a manner that the complete graphic, including all process data be on-screen and updated within 1 second.
o Data Updates to HMI: As field data changes, the information needs to reach the HMI quickly. For in-plant data, the field data changes should reach the HMI within 5 seconds of the change in the field. Remote site data should be time/date stamped at the remote site, and this information conveyed to the HMI as quickly as possible through the existing telemetry system.
o Command Responsiveness: When a command (set point change, start/stop, etc.) is issued at the HMI, the command needs to be transmitted to the field device at the fastest possible speed. For in-plant control actions, the response back that the control action has been taken should be displayed on the HMI within five seconds of the field equipment reporting the status change. Remote site commands should be conveyed to the field device and the fastest possible speed, and remote site command verification should be conveyed to the HMI as quickly as possible through the existing telemetry system.
• This was especially noted at the Jennings plant, but the requirement applies to the entire system.
#7..
- 143 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 14
C. Remote, view only, secured access to SCADA system Priority: High • Remote access from outside the SCADA system to process graphics and data:
o Lift Station and Water Distribution staff while in the field. o Maintenance technicians during troubleshooting.
o Remote access should be read-only and highly secure.
• Portable HMI access to WWTP operators while in the field.

D. Improve HMI display of data quality flags Priority: High • Data quality flags generated from field devices and annotated in HMI database. • Configure HMI to utilize data quality flags to annotate equipment with loss of communications, bad data, etc.

E. Provide HMI accessibility for advanced setpoints Priority: High • Currently not all advanced setpoints, such as well cluster control setpoints, are available for display on the HMI, and cannot be modified by operators. • As this requirement is implemented, SCADA access controls can be implemented to limit (by operator login) who can modify setpoints.

F. Provide access to system diagnostic information on the HMI Priority: High • Diagnostic information is readily available from connected PLCs and RTUs, as well as network and telemetry communications equipment. • This information should be brought into the SCADA/HMI software and provided to operators and maintenance staff.

G. Provide capability for Advanced Operator Help Priority: Medium • Advanced operator help can provide access to items such as process control narratives, O&M manuals, and operating instructions. This help system is typically made available via a separate web-based database which can be linked to control popups or equipment faceplates.
• The SCADA system must provide the functionality to reach the web-enabled database, but development of the information stored in the database would be done separate from the SCADA system development.

H. Implement High Performance HMI Techniques in SCADA Upgrade Priority: Medium • High Performance HMI techniques seek to provide an operator a greater “situational awareness” through improved display of critical operational parameters.
• These HMI techniques can be implemented in conjunction with traditional process flow graphics.
#7..
- 144 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 15
I. Associated Display Alarm Functionality Priority: Medium • This feature would allow an operator to click on an alarm and go to an “associated display” which contains the process area associated with the alarm.

3.4.3.2 System Specific Requirements
System specific requirements associated with the HMI Functionality portion of the SCADA system include:

A. Jennings Tertiary Treatment SCADA Improvements Priority: High • The existing Jennings SCADA system does not allow full control of the process from the HMI.
• Some controls are limited to local Operator Interface Terminals only. • Not all plant parameters are monitored.

Instrumentation and Control Equipment

3.4.4.1 General Requirements
General requirements associated with the Instrumentation and Control Equipment portion of the SCADA system include:

A. Modify Lift Station RTU design to allow for remote control capability Priority: High • Provide primary control of pumps from RTU, based on level instrumentation. • Remote control of setpoints from SCADA.
• Backup controls can be implemented with floats and/or local level instrument should the RTU fail.
• Implement on all new designs, then retrofit to other stations as maintenance or rehabilitation is done.

B. Provide instantaneous flow monitoring at each lift station Priority: Medium • Magnetic or ultrasonic flow meters where feasible (full pipes, sufficient straight runs of pipe).
• Where not possible to install flowmeters, utilize flow calculation algorithms in lift station RTUs to calculate an approximate flow.
#7..
- 145 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 16
C. Review WWTP Automation Priority: Medium
• Undertake a structured process to review WWTP process areas for automatic control improvements.
• Document with Process Control Narratives, which can then be used for programming PLCs and configuring the HMI.

D. Improve Power Monitoring Capabilities Priority: Low
• Power monitoring at remote sites (wells, lift stations) as well as in-plant locations. • Provide better data handling and display in SCADA.
• Historical data on power consumption can be used for future optimization efforts.

Networks / Communications (including Telemetry)

3.4.5.1 General Requirements
General requirements associated with the Networks / Communications portion of the SCADA system include:

A. Establish separation between SCADA and business networks Priority: Critical • SCADA and Business networks should be physically or logically separated.

SCADA servers and dedicated operator workstations should not be on the City business network.
• Utilize firewalls and DMZ to facilitate limited data exchange.

B. Improve remote telemetry communications reliability Priority: Critical • Replace obsolete telemetry equipment.
• Troubleshoot “screamer radio” issues and resolve.

C. Improve Remote Telemetry communications throughput Priority: High • Consider multiple master radios at additional CoM sites. • Consider higher speed radios, potentially license-free spread spectrum.

D. Telemetry system monitoring accessible to SCADA/HMI Priority: High • Alarms for loss of communications to remote sites.
• Radio diagnostic information (communications statistics, etc.).

E. Evaluate polling cycle times and polling methods Priority: High • Determine if poll cycle times and report by exception communications methods are providing information from remote sites in a timely manner. • Define improvements, such as additional master radios, if needed. #7..
- 146 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 17
F. Establish separation of SCADA Networks Priority: High • Separate Ethernet networks (either logically or physically) should be provided for:
o PLC to SCADA Servers (PLC Network).
o SCADA Servers to Historian / Operator Workstations (SCADA Network). • Additional networks can be considered for specialized items, such as Power Monitoring and CCTV.

3.4.5.2 System Specific Requirements
System specific requirements associated with the Networks / Communications portion of the SCADA system include:

A. Document existing network infrastructure Priority: High • The physical infrastructure of the City’s SCADA networks are not well documented. A physical survey should be conducted to document the existing network infrastructure. The documentation survey should include:
o Fiber Optic Cabling:
 Determine cable routing.
 Label all cables with source/destination or other cross reference.  Determine spare capacity of each fiber optic segment.  Fully document all fiber patch panels.
 Terminate all spare fibers onto fiber patch panels, if spares are unterminated.
 Test spare fibers for capacity for future upgrades.
o CAT5/6 Cabling (outside data room):
 Determine CAT5 / CAT6 cable routing.
 Confirm (by testing) the cable length.
 Label all cables with source/destination or other cross reference.  Fully document all CAT5/6 patch panels.
o Network Equipment (Switches, Hubs, Transceivers, etc.):
 Develop connection map for all multi-port equipment.
 Note equipment that is equipped with backup power (UPS).  List of all transceivers and purpose.
 Label all transceivers.
#7..
- 147 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 18
B. Evaluate remote sites for redundant telemetry communications Priority: Medium • Potential sites for redundant communications include:
o Grayson
o Del Rio
• Redundant communications should be utilizing different media (MAS radio, cellular, etc.).

C. Improve data communications between Sutter and Jennings Priority: Medium • Some instances have been noted where the transfer of information from Jennings to Sutter will “flood” the microwave link.

Operational Historian

3.4.6.1 General Requirements
General requirements associated with the Operational Historian portion of the SCADA system include:

A. Improved historian for operations Priority: High
• Historian should be directly accessible from SCADA/HMI software. • Data collection capability – 10 years or longer.
• Improve data collection capability (change driven logging, adjustable time-based logging).
• Support for system trending.

B. Historical data access Priority: High
• Historical database must support full relational database access, including SQL queries, ODBC, OLE-DB, OLE-DA.
• Historian database should support Service Oriented Architecture.

C. Control over historical data collection frequency Priority: Medium • Provide the capability to set the historical data collection frequency on a point-bypoint basis. #7..
- 148 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 19
RTU / PLC Design and Functionality

3.4.7.1 General Requirements
General requirements associated with the RTU / PLC Design and Functionality portion of the SCADA system include:

A. Diagnostic capability Priority: High
• New RTUs or PLCs need diagnostic capabilities which can be accessed remotely over network or telemetry channels for HMI monitoring.
• The existing ControlLogix PLCs have this capability.

B. Vendor PLCs / package control systems Priority: High • SCADA system needs full access to PLC monitoring and control information. At a minimum, the same indications and control capabilities present on a local Operator Interface Terminal must be replicated in SCADA.

3.4.7.2 System Specific Requirements
System specific requirements associated with the RTU / PLC Design and Functionality portion of the SCADA system include:

A. Well run times Priority: Medium
• Provide algorithms in well RTUs to calculate well run times. Make this information available to SCADA and historian for analysis to correlate run times to water quality.
• This can be done with existing HSQ RTUs as well as new RTUs.

SCADA System Architecture

3.4.8.1 General Requirements
General requirements associated with the SCADA system architecture portion of the SCADA system include:

A. Non-Proprietary SCADA system Priority: Critical
• Capable of supporting multiple field controllers (PLCs and RTUs). • Multiple avenues of technical support:
o HMI support
o Historian
#7..
- 149 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 20
o PLCs
o Telemetry Systems
B. Define SCADA component redundancy guidelines Priority: High • The new SCADA system should have “Hot Standby” redundancy at the server level, with automatic failover from the primary to backup server. This needs to be implemented at the data acquisition server level as well as the thin client server (terminal server or web server) level.
• In the event of a failover from the Primary to Backup server, the Operator Workstation connections must automatically reconnect to the active (hot) server. • Geographic separation of SCADA servers should be considered. • Ensure adequate alarming is present to notify SCADA support team in the event of a single component failure.
• Redundancy guidelines should include:
o Network redundancy (paths and components).
o PLC redundancy considerations.
o Use of Operator Interface Terminals independent of SCADA for critical process areas.

C. Develop Overall SCADA System Architecture Priority: High • An overall architecture for the future SCADA system needs to be developed to address:
o Plant Control System (PCS) architecture and Remote Site SCADA architecture. Consideration should be given to establishing a PCS system to monitor and control the Jennings and Sutter treatment plants (consolidated system) and potentially separate remote site SCADA systems (monitoring remote wastewater systems and water systems). o Data Exchange and interface between systems.
o System architecture should be compliant with established water / wastewater industry standards and practices.
o A web-based monitoring (read only) of SCADA real-time and historical data for non-operations use. The web-based system would reside in a DMZ or other location outside the plant firewalls, and would be externally available (to City of Modesto staff).
o Provide capability for off-plant monitoring (no control) by operation staff. o Replication of SCADA operational historian to DMZ for City of Modesto general use (outside the plant firewall).
o Provide hand-held device (tablet, smart phone, etc.) interface capability. #7..
- 150 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 21
D. Enhanced improved access controls Priority: High
• Provide individual user-based login for every user.
• Review current access controls / login privileges for all existing users. Modify as needed to appropriate access levels. Specifically ensure divisions of controls for different functional users (Water, Wastewater, IT/SCADA, etc.). • Tie SCADA access rights to CoM system via Active Directory for ease of management.
• Time / Inactivity log-out to a read-only configuration.

E. Provide portable / tablet-based HMI access Priority: Medium • Tablet / Portable computer-based access should be available on and off site.

These tablet-based workstations can be used for shift supervisors and roving operators.
• These workstations will also be useful for operations at the remote pump stations during wet weather events.
• Maintenance technicians will also be potential users of this HMI tool.

F. Evaluate the overall SCADA system architecture for expansion Priority: Medium • Potential expansion requirements have been identified as:
o Three to five new wells.
o Four to five replacement wells.
o Two water tanks.
o New corporate yard facility.
o Potential geographic expansion to the north and east. o Relocated primary treatment facilities from the Sutter plant to the Jennings Road plant.
o Flowmeters for Ceres and Empire trunks.

G. Login-Capability via ID badge Priority: Medium
• Utilize City of Modesto proximity card-based ID badges as a login technique.

Consider the use of a PIN in conjunction with the badge.

H. Process Closed Circuit Television (CCTV) Priority: Low • Process-oriented CCTV can aid operators for areas where a visual inspection is necessary. Plant operations staff should consider where CCTV can be leveraged for operations.
#7..
- 151 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 22
• Consideration should also be given to remote site CCTV. Decisions to deploy CCTV to remote sites will also require higher throughput telemetry communications.
• In-Plant CCTV can be IP-based but should be carried on a separate network from the SCADA systems.
• CCTV monitoring can be via a separate system, or images can be incorporated into HMI screens.

3.4.8.2 System Specific Requirements
System specific requirements associated with the SCADA system architecture portion of the SCADA system include:

A. Expand SCADA Monitoring Priority: Medium
• Some small water sites in Turlock and Ceres are not monitored with SCADA.

B. Separate Water SCADA into an Independent System Priority: N/A • A request was voiced to separate the Water portion of the overall SCADA system into an independent system, being controlled by the Water group. o The general reasons discussed for separating the SCADA systems included 1) issues with “screamer radios” which disable portions of the water system monitoring and control, 2) a lack of alignment between Water and Wastewater I&C groups for maintenance and upgrades of the field RTUs, 3) concerns with non-water CoM staff having access to water related control setpoints, and 4) a desire to have control over the system within the Water operations group. Some of the reasons provided may be addressed by means of security profiles, access to functions and policy. o To establish an independent SCADA system would require a separate telemetry communications infrastructure system, a separate set of SCADA servers, separate communications switching and routing equipment, separate security and firewall, and a separate team to provide complete SCADA support.
o There are no technology barriers to establishing a separate SCADA system. The challenges entailed in having separate systems include increased costs for the separate SCADA system, increased time, cost and effort related to system deployment, support, as well as ongoing training, additional licensing requirements, additional data storage and annual support maintenance.
o For the purposes of this study, a detailed analysis of this requirement was not conducted, however this requirement can be revisited during the development of the future system architecture, to be completed as part of the completion of the SCADA Master Plan.
#7..
- 152 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 23

GENERAL REQUIREMENTS
General requirement categories used to group the requirements include:
• Control Philosophy,
• Cybersecurity,
• Disaster Recovery / Business Continuity,
• Documentation,
• System Maintenance and Service Level Expectations,
• Training, and
• Vision and Strategy.

A detailed discussion of the requirements developed for each category is provided in this section.

Control Philosophy

3.5.1.1 General Requirements
General requirements associated with the control philosophy of the SCADA system include:

A. Evaluate critical process areas for control redundancy Priority: High • Control redundancy may be redundant PLCs, or backup controls separate from field controller.
• Control redundancy adds complexity to the system, the use of redundant PLCs/RTUs should be limited to only the most critical of process areas.

B. Modify lift station control architecture for remote control capability Priority: High • Modifying the control architecture for remote control capability will provide flexibility for future optimization efforts.
• Backup local controls at the lift station can be used if concerns exist over RTU failures.
#7..
- 153 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 24
Cybersecurity Considerations

3.5.2.1 General Requirements
General requirements associated with SCADA system cybersecurity include:

A. Develop SCADA specific cybersecurity standards and procedures Priority: High B. Evaluate remote access to packaged control systems Priority: High • Vendors will request remote access to packaged systems for monitoring and troubleshooting. Examples include membrane systems, UV systems, and ozone systems.
• If the City decides to grant this access, specific procedures need to be developed to manage and control this access.

Disaster Recover / Business Continuity
General requirements associated with SCADA system disaster recovery / business continuity include:

A. Backup/restore of PLC/RTU Programs Priority: Medium
• At a minimum, policies and procedures should be developed for periodic backup of PLC and RTU configuration onto network media.
• A system to provide automatic backup and restoration for PLC programs should be considered. In these PLC-specific change management systems, if program modifications are made to a PLC, the most current code would automatically be backed up into a “document management” style system specific for PLC code.

This system can then be used to manage future program changes. The system should also be able to download the PLC program for a newly replaced CPU from the PLC program repository.

B. Backup/restore of SCADA/HMI configuration Priority: Medium • An often-overlooked component of backing up critical programs is the configuration parameters for the HMI system. The HMI configuration needs to be periodically backed up to allow for restoration in the event of a system failure. • Periodic testing of the restoration of the SCADA system should be performed, utilizing a separate development sandbox.
• There are software program systems which are specifically designed to backup and provide change management capabilities for SCADA/HMI systems (similar to the PLC systems discussed above). Most of these systems are closely tied to the SCADA system software vendor, although there are some which are vendor software independent, supporting multiple systems. This type of system should also be considered.
#7..
- 154 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 25
Documentation
General requirements associated with SCADA system documentation include:

A. Record drawing availability Priority: High
• Maintenance staff need ready access to record (as-built) drawings of all components of the SCADA system.
• Consider stronger contractual language regarding SCADA system documentation delivery, such as requiring documentation delivery prior to site acceptance testing, and specific payment items associated with system documentation.

B. Electronic O&M repository Priority: Low
• Consider the use of an electronic O&M system to store and manage system documentation.
• This electronic O&M can then deliver documentation electronically (iPad, tablet, etc.) when desired, and can be incorporated into “Operator Help” systems.

System Maintenance and Service Level Expectations
General requirements associated with SCADA system maintenance and service level expectations include:

A. SCADA system support Priority: Critical
• Need better support for overall system, 24/7 coverage. Multiple avenues for support would be preferable, including:
o SCADA Software,
o PLC/RTUs,
o Telemetry, and
o Networking.

B. Improve availability of spare parts Priority: High
• Develop multiple sources of supply for spares.
• Rapid replacement of consumed spares and repaired parts.

C. SCADA System Support Priority: Medium
• Be self-reliant for SCADA system support.
#7..
- 155 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 26
Training Considerations
General requirements associated with SCADA system training include:

A. Adequate training Priority: High
• Whether the SCADA system remains in place, is upgraded, or replaced, consideration needs to be given to providing new and/or refresher training. • Vendor / System Integrator should develop training plans, based on input from CoM staff.

B. Modular training Priority: Medium
• Training is often provided during the deployment of a new SCADA system, and sometimes this training is recorded for future use. This video is often of limited use for future training.
• Development of a professional modular training system will be more useful for training of new staff members.

C. Multiple training sources Priority: Medium
• During the selection of a new or upgraded SCADA system, evaluate and consider whether training is available from multiple sources.
• On-line training, on-demand training, and “free” training (such as YouTube videos) should be considered.
• Training on all levels of the SCADA system should be considered (PLCs, RTUs, Telemetry, Networks, SCADA software, etc.).

Vision and Strategy
General requirements associated with the vision and strategy of the SCADA system include:

A. Maintain Regulatory Compliance Priority: Critical
• Compliance with the City’s regulatory requirements must be maintained throughout the SCADA system upgrade and/or replacement. This will require careful planning of cutovers and outage periods, both for the SCADA upgrade as well as PLC and RTU upgrades.
#7..
- 156 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 27
SECTION 4. FUTURE OPPORTUNITIES

LEVERAGING SCADA FOR MAINTENANCE
The SCADA system does not currently develop or log maintenance related data. This data routinely includes pump runtimes, pump starts, and can also include energy consumption, pump cycle times, etc. Once this information is gathered in SCADA, it can be used to schedule or manage maintenance activities.

Discussions during interviews and workshops noted that some of the groups within the Utilities Department do not use CMMS for maintenance scheduling and tracking.

LOGGING OF WATER QUALITY SAMPLES
Field operators routinely take water quality samples; however, these samples are manually documented on log sheets, and are not readily accessible for data analysis and tracking.

Mobile technology should be considered to streamline the logging and reporting of these samples.

OPERATIONAL OPTIMIZATION – WATER DISTRIBUTION
Water Distribution operators utilize SCADA for routine operation of the wells and water distribution system, however, there are opportunities to leverage SCADA to enhance the operation of the system. The areas for enhancement can include:
• Active management of water age and tank turnover to maintain water quality. • Well pumping optimization, including aquifer level monitoring. • Enhanced automatic operation of the system to manage energy consumption and water quality.

OPERATIONAL OPTIMIZATION – WASTEWATER COLLECTIONS
The majority of the pumping stations in the wastewater collections system are controlled locally at the station, with no ability to remotely adjust control parameters. Changing the control architecture at the stations sites to allow remote supervisory control will allow more flexibility for future operations, including:
• Implementation of area-wide wet weather optimization strategies. • Management of collections system to maximize storage or optimize flow to treatment plants.
4 #7..
- 157 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 28
ENHANCED OPERATIONS – WASTEWATER TREATMENT
The wastewater treatment facilities are not fully monitored and / or controlled from the SCADA system. Additionally, based on the discussions in the workshops, it appears there are opportunities to leverage the SCADA system to implement enhanced automatic controls within the facilities.

The process of enhancing automatic controls can begin with a series of process automation workshops, where high level operating procedures can be developed. Once the operating procedures are defined, more detailed process control narratives (PCNs) would be developed, then the PCNs used to enhance the programming in the PLCs and SCADA system.

DATA INTEGRATION
One of the most frequently discussed topics throughout the project was leveraging SCADA data for planning and analysis. Many of the discussions included how to leverage SCADA data in conjunction with other City systems, including maintenance and laboratory systems.

A structured planning process to determine the detailed needs for data integration can further define the path forward for data integration and the associated benefits of this integration.

The key systems / areas for data integration with SCADA include:
• Computerized Maintenance Management System (CMMS) integration • Laboratory Information Management System (LIMS) integration • Hydraulic Model
• Future Water Quality Model
• Future AMI Data Integration
#7..
- 158 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. |
SECTION 5. SCADA MAINTENANCE STAFFING AND WORKFLOW
This section is intended to capture the staffing analysis discussions with regards to the maintenance of the future SCADA systems.

FUTURE SCADA MAINTENANCE MODEL
Maintaining a modern SCADA system requires a combination of technical skills and systemspecific training. An organization like the City of Modesto would be well served to maintain a single hardware/software platform for the SCADA system or systems in use. In this same manner, having a single, centralized SCADA maintenance organization for the key system components is a best practice. A centralized approach to maintenance will provide a consistency of approach for system modifications, provide flexibility to support multiple operational groups, and allow the use of a managed governance process for system changes.

We recognize that each operational group may leverage SCADA differently, and to some degree there is a desire to “control the destiny” of the operational group’s SCADA system. As such, it is reasonable to consider having separate groups for the maintenance of the field components of the SCADA system.

The recommendation for the future SCADA maintenance organization is that it be maintained in a semi-centralized maintenance organization, as illustrated in Figure 5-1. 5 #7..
- 159 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 30
Figure 5-1: SCADA Support / Maintenance Future State

CENTRALIZED SCADA SUPPORT
A centralized SCADA support group should be maintained, with maintenance and support responsibilities for items such as:
• SCADA server hardware and operating systems,
• SCADA cybersecurity,
• SCADA system software,
• SCADA historian and reporting,
• Future Operational Data Management System, and
• In-Plant networking.

SCADA
Workstations SCADA Servers
City WAN
Field Instruments
& Control Devices
Water Quality
Instruments
Electrical
Equipment
MAS Radios
RTUs with Radio
Water System or Wastewater System
Field Devices
City IT/SCADA (3)
OMIS Data Accuracy Issues
No Data warehouse,
No effective data sharing
City IT/SCADA Engineer (3)
Operations SuperUsers (Graphics,
Trending, Reporting)
Outsourced
Maintenance (HSQ)
Water and WW I&C Teams
Some Outsourced Support
(HSQ)
Dependent on HSQ for
Construction
Water and Wastewater
I&C Teams
Partially Outsourced
City of Modesto General SCADA Architecture
Current State
Calibration
Repair
Disinfection Testing
Equipment
Future State
Point to Point Microwave
Realtime
Database
Historian

OMIS/ODMS
Operational Reporting
Consolidated Reporting
Data Analysis
Planning
Outsourced
Maintenance (HSQ)
City IT (Shared FTEs)
Outsourced
Maintenance (HSQ)
Managed by IT/SCADA
Limited Reporting and
Data Access
Data
Warehouse Data Sharing City IT/SCADA (3)
Operational Data Analyst (Future)
SuperUsers (WQ, Eng, Planning)
City IT (Shared FTEs)
City IT/SCADA Engineer (3)
Additional City IT (Shared FTEs)
City IT/SCADA Engineer (3)
Additional City IT (Shared FTEs)
Outsourced Maintenance (3rd Party)
W/WW Electrical Team SuperUser
Outsourced Maintenance (3rd Party)
Water I&C SuperUser
WW I&C SuperUser
Water and WW I&C Teams
Some Outsourced Support (3rd Party)
In-Plant
PLCs
Water and Wastewater
I&C Teams
Partially Outsourced
SCADA Support/Maintenance Staffing
#7..
- 160 -
SCADA SYSTEM UPGRADE STUDY EMA, INC. | 31
The centralized SCADA support group should continue to leverage City IT resources to provide additional support for the SCADA system. This most commonly takes the form of “behind the scenes” support by City IT staff to the SCADA/IT group in areas such as database administration, cybersecurity, networking, and database administration.

The concept of a centralized SCADA support group works best when this group is not housed within one of the operational groups (Water Operations or Wastewater Options). Typical SCADA maintenance groups of this type are housed in Engineering or IT departments of other utilities.

Since the City IT group has already taken steps to provide resources for SCADA support and maintenance, it makes sense to leave this group in the City IT group.

OPERATIONAL GROUP SCADA SUPPORT
Each operational group has a staff of I&C technicians. These existing groups should be maintained, with maintenance and support responsibilities for items such as:
• Field instrument maintenance, calibration and repair, • RTU programming modifications,
• RTU preventive maintenance,
• RTU repairs and upgrades,
• Troubleshooting and upgrade of remote site telemetry radios, • In-Plant PLC preventive maintenance,
• In-Plant PLC repairs and upgrades, and
• In-Plant PLC programming modifications.
#7..
- 161 -
SCADA Upgrade Progressive Design Build Contract, Page 14 of 83 EXHIBIT 2

PRE-CONSTRUCTION PHASE SERVICES
#7..
- 162 -

CITY OF MODESTO

SCADA SYSTEM UPGRADE

SCOPE EDITS
December 22, 2022

The following edits were made to the Scope:

1. Task 1 – Project Management
Added partnering sessions to scope document and cost spreadsheet.

2. Cost Spreadsheet
Updated hourly rates to 2023 proposal rates.
#7..
- 163 -

SCOPE OF WORK

CITY OF MODESTO

SCADA SYSTEM UPGRADE PROJECT
December 6, 2021
Revised February 4, 2022
Revised June 29, 2022
Revised September 2, 2022
Revised December 22, 2022

Telstar Instruments and ArcSine engineering 1

TABLE OF CONTENTS
INTRODUCTION ............................................................................................................................................. 2 DELIVERABLES ............................................................................................................................................... 2 TASK 1 – PROJECT MANAGEMENT AND PLANNING ..................................................................................... 2 TASK 2 – DESIGN FIELD INVESTIGATIONS ..................................................................................................... 3 TASK 3 – WORKSHOPS .................................................................................................................................. 3 TASK 4 – STANDARDS .................................................................................................................................... 5 TASK 5 – RADIO SYSTEM EVALUATION ......................................................................................................... 7 TASK 6 – CYBER SECURITY ............................................................................................................................. 9 TASK 7 – 30% DESIGN ................................................................................................................................... 9 TASK 8 – 60% DESIGN ................................................................................................................................. 12 TASK 9 – 85% DESIGN ................................................................................................................................. 12 TASK 10 – KICKOFF AND DESIGN REVIEW MEETINGS ................................................................................. 13 TASK 11 – INTERIM DESIGN SPECIFICATIONS ............................................................................................. 13 TASK 12 – COST ESTIMATING AND OPTIMIZATIONS .................................................................................. 13 TASK 13 – GMP AND SCOPE DEVELOPMENT .............................................................................................. 15 Attachments
Table 1 – Deliverables
Table 2 – Site/Unit Process Counts
Table 3 – Drawing Deliverables
Table 4 – Specification List
#7..
- 164 -

Telstar Instruments and ArcSine engineering 2

INTRODUCTION
This Scope of Work covers planning, design, and construction for the City of Modesto SCADA System Upgrade Project. The project will be performed in a phased approach, with a preconstruction phase followed by construction. The preconstruction phase will ultimately result in a final scope for construction and Guaranteed Maximum Price (GMP) for the construction phase. Planning and most of the design for the project are expected to be covered in the preconstruction phase.

This Scope speaks principally to the preconstruction phase scope and deliverables. The construction phase scope and deliverables will be determined and optimized in the course of the preconstruction work.

DELIVERABLES
Refer to accompanying Table 1 - Deliverables.

TASK 1 – PROJECT MANAGEMENT AND PLANNING
Project Management of the Preconstruction Phase
Plan, manage, and track the preconstruction phase work, including the following:
 Lay out, coordinate, and manage the work.
 Develop preconstruction phase Work Plan (also referred to as “Project Management Plan and Schedule”).
 Prepare Project Execution Plan, including Emergency Response Plan, to the extent applicable to the preconstruction phase.
 Prepare Quality Management Procedures.
 Prepare Submittal Procedures.
 Prepare Project Safety Plan (in outline form at this phase of the project).  Prepare Project Documentation Plan.
 Prepare Procurement Buyout Plan.
 Prepare and submit schedule, update monthly.
 Prepare monthly status reports to accompany invoicing.  Allow for telephone check ins, weekly, at 1 hour each for coordination, scheduling, and other needs.
 Allow for e-mail correspondence and telephone calls.

Telstar will facilitate partnering sessions approximately once per quarter during the design phase of the project using a third-party partnering facilitator. These sessions will continue through the construction phase of the project at a determined interval. The kickoff partnering session will be scheduled a couple of months after the project kickoff meeting, and three (3) ongoing partnering sessions will follow quarterly. The sessions will be held at the City’s conference room facility, and food/refreshments will be provided by Telstar.
#7..
- 165 -

Telstar Instruments and ArcSine engineering 3
Construction Management Plan
Develop an outline for Construction Management Plan, late in the preconstruction process.

TASK 2 – DESIGN FIELD INVESTIGATIONS
This Task covers design field investigations in support of design work. Additional final field investigations will be performed by Telstar staff during the construction phase of the project to facilitate creation of the detailed shop drawings and loop diagrams. The preconstruction investigation philosophy will be to optimize the work as it progresses, within the estimated overall allowance. It is expected that some field investigations will be needed to close certain gaps between 85% (preconstruction) and 100% (construction phase), design deliverables, and those follow-on investigations are not included in this Scope. Those follow-on investigations will be rolled into the construction phase scope.

The field investigations estimate assumes that the City will provide an electrician to provide site access and open control and electrical enclosures for Telstar/ArcSine engineers. It is expected that escorted access will typically be available as follows:
 4 - 5 days per week
o 2 days water
o 2 days wastewater
Investigations and field testing for radio communications (principally by Telstar), will be coordinated with remote site investigations (principally by ArcSine), to fit the investigation needs with the availability of City staff. For design investigations, for work planning purposes it is assumed that 2 weeks on, 1 week off, will comprise the pace. The 1 week off will allow for preparations and regrouping for the design investigation team, and will allow for accompanied investigations for radio field investigations also.

Field investigations associated with radio design are covered in Task 5. The work planning process at the beginning of the project and ongoing coordination, will develop the field investigation schedule expectations.

TASK 3 – WORKSHOPS
General
This Task covers structured workshops, with preparations and advance submissions of materials, definition of the goals and objectives, and targeted audiences. The workshop series will be tailored and adapted as the work progresses, with this Scope providing the initial framework. The workshop topics here are preliminary, subject to revision.

Each workshop is expected to be approximately 3 to 4 hours in length.

For each workshop:
 Prepare
 Transmit materials
#7..
- 166 -

Telstar Instruments and ArcSine engineering 4
 Conduct workshop
 Develop and distribute minutes
 Receive comments and incorporate
 Update Project Decision Log
Workshops Included
Allow for the following workshops, with the lead parties noted:

ID Workshop Comments Lead
1 System Architecture Review Following assembly of information. ArcSine 2 Radio Telemetry and Network Alternatives Part
1 Following field radio path studies. Telstar
3 Radio Telemetry and Network Alternatives,
Part 2
Follows radio Telemetry and Network
Alternatives Part 1
Telstar
4 Radio Telemetry and Network Alternatives,
Part 3
Follows radio Telemetry and Network
Alternatives, Part 2
Telstar
5 Tagging and Identification Following assessment/inventory of systems in use.

ArcSine
6 Project Implementation Alternatives -1 Also address sequencing Joint 7 Project Implementation Alternatives -2 Also address sequencing Joint 8 Project Implementation Alternatives -3 Also address sequencing Joint 9 Historic Data, Conversion, Criteria Following assessment ArcSine 10 PLC Hardware Evaluation Telstar
11 Control Panel and PLC Technical Details (Note
1)
Joint
12 Shop Drawing Format, Structure (with
emphasis on PLC panels, and related drawings)
Telstar
13 PLC Programming Standards -1 Telstar
14 PLC Programming Standards -2 Telstar
15 PLC Programming Standards -3 Telstar
16 HMI/SCADA Standards -1 ArcSine
17 HMI/SCADA Standards -2 ArcSine
18 HMI/SCADA Standards -3 ArcSine
19 Standards for Related Projects (Note 2) Follow other workshops which result in provisional or firm decisions.

Joint
20 Cyber-Security - Requirement Review and
Collaboration with Key Stakeholders
Jego
21 Cyber-Security - Review Plan with Key
Stakeholders
Jego
22 Cyber-Security - Review Final TM with
Stakeholders
Jego
23 Enterprise Integration and Allowances for
Interfaces
Later in the process. ArcSine
24 Reporting, Regulatory and Managerial -1 ArcSine
25 Reporting, Regulatory and Managerial -2 ArcSine
#7..
- 167 -

Telstar Instruments and ArcSine engineering 5
Table Notes:

1. The Control Panel and PLC Technical Details workshop will address panel construction, components, terminations, signal levels, relaying, uninterruptible power, standard products, etc.

Also included will be decisions for motor starters, power distribution, lights/service receptacles, etc., panel materials of construction, and ventilation/air conditioning. The purpose is to work through the preferences and details, in a workshop environment.

2. See Task 4 for the description of the standards for related projects objectives (ID 19 above). This workshop will identify the projects, applicable topics, and resolve the best course of action.

TASK 4 – STANDARDS
This project is to result in standardized approaches, with selected standards documents. To the extent practical, standards should be “by example,” such as for graphical screens, with narratives accompanying the examples. PLC programming similarly can be partially by example, with narratives accompanying examples.

This Scope includes the following work on standards:

SCADA/HMI Configuration Standards
Develop outline standards for HMI screens and underlying SCADA concepts. As practical, cover standards “by example,” with screens and other work products. It is anticipated that this standard will be further developed/refined during the construction phase, during which time systems will be developed and decisions are refined.

Develop draft, submit, conduct workshops (Task 3).

Tagging And Identification
This work item starts with an inventory of existing systems in use, and will ultimately result in preliminary standards for tagging and identification.
 Investigations and offline assessments (this Task).
 Workshop (Task 3).
 Internal review and submit.
 Outline a Technical Memorandum.
 Workshop (Task 3).
 Expand Technical Memorandum.
 Develop preliminary standards.
 Internally review. Submit.
 Receive comments, make a punchlist for later incorporation during the Construction Phase.

PLC Programming Standards
This Task consists of developing PLC programming standards based on the selected PLC manufacturer hardware and software. We will meet with City staff and discuss programming best practices, and will #7..
- 168 -

Telstar Instruments and ArcSine engineering 6
provide excerpts of prior project Work Products as examples. Will discuss topics including structure, commenting, tagnaming, use of standard vs City-specific function blocks, etc., visualization of programming in the graphical development environment and the consequences of layout on visibility, and other subjects of interest to developers and users.

New programming standards will be developed based on Telstar and City standards. The development of new programming standards does not include preparation of new programming code and blocks.

This code will be written in later phases of the project.

A workshop will be held to review the developed PLC programming standards and solicit City staff input on the documents. The results of the PLC programming standards workshop will be documented into a summary Technical Memorandum and submitted with the final developed standards.

Control Panel Standards
This Task consists of developing control panel standards including standard Bill of Materials and Panel Drawings. A standard sample bill of materials will be developed based on Telstar standards and City input. Basic materials will be selected for use across the project for troubleshooting and maintenance consistency. Standard control panel drawings will be developed following Telstar and ISA standards, with City input.

A workshop will be held to review the developed control panel standards and solicit City staff input on the documents. The results of the control panel standards workshop will be documented into a summary Technical Memorandum and submitted with the final developed standards.

Loop Drawing Standards
This Task consists of developing loop drawing standards. Standard loop drawings will be developed following Telstar and ISA standards, with City input.

A workshop will be held to review the developed loop drawing standards and solicit City staff input on the documents. This workshop may be combined with the control panel standards workshop. The results of the loop drawing workshop will be documented into a summary Technical Memorandum and submitted with the final developed standards.

Design Standards
With reliance on standard drawings, bills of materials, draft specifications, develop a summary design standard. This document will comprise a roadmap to the major decisions, particularly for materials, and workmanship. The principal goal is to achieve SCADA uniformity between sties, and projects in important areas.

Test Plan Outline
This Task consists of developing test plan standards for hardware, wiring and programming. A test plan outline will be developed following Telstar and ISA standards, with City input. Example test and signoff #7..
- 169 -

Telstar Instruments and ArcSine engineering 7
forms will be developed and provided for City review. City comments will be incorporated into the test plan outline and example test forms.

TASK 5 – RADIO SYSTEM EVALUATION
Introduction
The project goal is to replace the existing radio system, in conjunction with this project’s PLC/RTU and SCADA work at the remote sites and treatment plants. Selecting the optimal approach involves complex tradeoffs between cost, redundancy and reliability, risks, and performance. The evaluation process will arm the project team with the information needed to make well-informed decisions which meet or exceed baseline project objectives, but also make sense in terms of cost and other measures.

The evaluation process will use information and tools, including the following:
 Existing drawings
 Communication System block diagrams
 Prior work by the City and its consultants which looked at alternatives  Acquiring information on real-world performance of today’s system  Computer-based modeling
 Existing and available radio frequencies
 Knowledge of existing communications technologies and their feasibility, costs, performance, and other factors
 Field studies
Criteria Setting
We will work with City staff to define criteria, which will consist of “must do,” non-negotiable criteria, and also “desired” criteria. The must do criteria constitute the hard baseline limits, and the evaluation process is expected to lead to candidate solutions which not only meet the must do criteria, but also address many of the desired items, with thoughtful consideration for the tradeoffs, including costs.

For performance (polling times, response to command times) the existing system provides a useful baseline. These times can be quantified, and discussed in terms of the user experience as well as process objectives and data history/troubleshooting.

Criteria will be developed in the course of the work, and will likely include the following:
 System requirements (e.g., sites that must communicate peer-to-peer).  Polling response times required.
#7..
- 170 -

Telstar Instruments and ArcSine engineering 8
 Backup Communication path requirements.
 Equipment redundancy and failover requirements.
 Emergency preparedness requirements.
 Cybersecurity requirements.

Computer Modeling
With the benefit of the preparatory work above, we will develop/analyze links, options and permutations using computer modeling. After the model is complete, a field-testing regimen will be developed to resolve the unknowns relevant to decision-making. It is expected that modeling and testing will be an iterative process.

Field Radio Path Surveys
We will visit up to 25% of existing sites to collect the following information. (If additional sites are required to be visited and agreed upon with the team, it will require a contract amendment).  Current RSSI and SNR data for each path.
 Line sweeps of the existing RF transmission lines and antennas to look for bad or underperforming equipment (optional).
 Testing of existing radio transmitter output power (optional).  Existing data load.
 Data transmission speed and success percentage, and using a protocol analyzer, how frequently retries occur.

Refer to Task 2 – Design Field Investigations, for discussion on availability of City staff to support access to panels and enclosures. The radio field work will, in many cases, not require City accompaniment. The proposed design field investigations intervals will allow for accompanied radio investigations every third week, the burden of which is projected to be 1 to 3 days of City oversight, depending on circumstances.

Perform secondary radio path field surveys for many proposed radio paths to verify modeled system architecture using Telstar’s Antenna Mast Trailer. Tests will be performed using real payload data.

Alternatives
Consider alternate communication technologies: Evaluate viable technology alternatives for remote sites based on site communication requirement.
 MAS Master radio alternative location(s)
 Other frequencies
 Microwave
#7..
- 171 -

Telstar Instruments and ArcSine engineering 9
 Cellular and hybrid options such as cellular combined with radios  Fiber
Revise communication modeling: Prepare a cost-benefit analysis of the configurations.

Report
Prepare a Communications Study Report identifying alternatives explored and stating recommendations for hardware improvements to existing network, network layout and hardware requirements for alternative data collection network (such as wireless Ethernet) if recommended, and system reliability improvements. We will include draft system architecture diagrams, with recommended locations for repeater systems (as needed), antenna types, and tower heights for each of the stations studied, as well as a priority list for completion of recommended improvements and estimated cost for each. We will also include the costs for frequency coordination and FCC licenses if needed.

TASK 6 – CYBER SECURITY
Cyber Security efforts during the preconstruction phase of this project will consist of the following tasks.  Preliminary Coordination and Identification of Key Stakeholders  Data Review & and Development of Preliminary Requirements  Workshop 1 - Requirement Review and Collaboration with Key Stakeholders  Draft High-Level Existing Architecture (ICS/Purdue Model Format)  Select Applicable Security Control Requirements
 Generate Preliminary Recommendations
 Draft Preliminary High-Level Proposed Architecture (ICS/Purdue Model Format)  Workshop 2 - Review Plan with Key Stakeholders
 Develop and Submit TM Draft
 Receive and Incorporate Comments
 Workshop 3 – Review Final TM with Stakeholders
 Submit TM Final
 Advise Telstar Team During Preliminary Design
TASK 7 – 30% DESIGN
Introduction
Refer to Table 2 Site/Unit Process Count. This summary, references in the Solicitation as summarized in Table 1 Deliverables, and observations during the field visits, were the basis of the preliminary sheet list in Table 3 Drawing Deliverables. During the preconstruction phase (30%/60%/85% designs) do the following:
 Investigate all sites/unit processes where RTU changeouts are occurring.  Develop documentation, including typicals where appropriate, which will guide the project to a well-defined construction phase scope and GMP.
#7..
- 172 -

Telstar Instruments and ArcSine engineering 10
 As part of developing the GMP and its scope, evaluate the extent to which the typicals need to be expanded during the construction phase. We believe that in many cases, the typicals will suffice, with the construction phase shop drawings covering the detail.

As noted elsewhere in this Scope, the field investigations will be tailored to the levels of effort included in this preconstruction phase work. It is expected that further investigations will be needed as part of the construction phase design work, deliverables, and GMP development will allow for reasonable contingencies arising from the later investigations anticipated.

Preliminary Drawing List And Submittal Schedule
Refer to Table 3 for a list of drawings with anticipated delivery milestones.

The P&ID’s drawing count as presently scoped does not include P&ID’s for vendor-furnished packages, nor P&ID’s for Plan unit processes where the RTU’s are not being replaced. This drawing count represents an optimized list.

A preliminary specifications list follows. It is expected that not all sections will be required, or they can be abbreviated, as some items can be described in Bills of Materials. (It is not the intent to duplicate information in multiple documents.)
Develop as-is Control Descriptions for the remote sites.

Preliminary Specification List And Submittal Schedule
Refer to Table 4 for a preliminary specifications list and identification of the principal authors of each.

Design Process
Develop Deliverables.

Internal review, by senior engineering staff.

Perform a detailed check by technician staff.

Revise.

Submit.

Each review meeting is covered in Task 10.

Approach To Alternatives
In the course of the design work above, contemplate project implementation alternatives. These alternatives will address overall SCADA architecture(s), communications/network alternatives, and overlay considerations for cost, performance, and constructability. Do the following:
 Review prior work by others
 Brainstorm in-house
#7..
- 173 -

Telstar Instruments and ArcSine engineering 11
 Prepare for and conduct workshops (Task 3)
 Summarize the chosen approach in a brief Technical Memorandum with bullets noting what was not chosen
This effort is not intended to constitute a complete written treatment of all alternatives considered, but only illustrate the general path the team took to arrive at the conclusions.

Develop Maintenance of Operations Plans
This work item covers development of preliminary plans for maintaining operations of the Plants and remote sites during construction. The plans will coordinate with sequencing drawings which are part of the design package, and will also include references to the testing methodology, for which this preconstruction scope includes resources for planning-level deliverables. The preliminary maintenance of operation plans will illustrate the overall concepts for keeping systems operational, but will not describe the steps in detail. The plans will be suitable for a general review of methodology, which will provide a basis for agreeing on the planning detail required during the construction phase, the level of effort to develop that detail, and the workload/levels of effort which can be expected to execute the construction period work in accordance with the proposed methodology. The preliminary plans will identify categories of outages and general durations, and temporary provisions, and City support needed to support sequencing and outages.

SCADA Network Design Considerations
The workshop series, design development, and design review meetings with VE emphasis will guide project decisions, including those for SCADA network architecture. The following concepts will be considered in field investigations, and will be brought forth during workshops:

1. Assess the communication link between Jennings Road facility and Sutter facility and consider redundant communication paths with cyber-security measures.

2. In the event of communication failure between Jennings and Sutter, consider store and forward SCADA model/AOS server at the Sutter facility to avoid loss of data, and a provision to monitor/control the operation locally at the Sutter facility.

3. Contemplate virtual environment with Hardware redundancy, High Availability and Disaster Recovery VSan solutions.

4. Consider a single cluster consolidated system, which would offer potential advantages for cost, maintenance, and security. Cluster is virtualization terminology which represents a group of servers/hosts that can share resources such as memory, CPU and data storage. Clusters provide flexible and dynamic ways to organize the OS resources under single VCenter management.

5. Consider VSAN as an added VMware software-defined storage solution. Doing so provides centralized visibility, simplified and efficient management at scale, and extensibility across the hybrid cloud—all from a single console. VMware vCenter Server is advanced server management software that provides a centralized platform for controlling VMware vSphere environments, with an automated virtual infrastructure across the hybrid cloud. #7..
- 174 -

Telstar Instruments and ArcSine engineering 12

6. Consider redundant alarm dialer system solution with secure mobile app notifications.

7. Consider redundant Tier 2 Historian with Enterprise solution for business application.

8. Consider addition of MAS (Master) for better performance, along with other performancerelated considerations.

9. Consider site grouping with multiple radio paths to achieve acceptable overall performance.

Consider cost and time-criticality performance tradeoffs, and relative importance of the data transmitted.

TASK 8 – 60% DESIGN
Similar to 30% design.

Data Migration Plan
Develop a preliminary data migration plan, as part of setting expectations for overall construction sequencing and timing, as well as establishing the construction phase level of effort for data migration.

The following will be considered:

1. The extent to which “old” data are to be accessible from “new” SCADA.

2. Tagging conventions, and coexistence of old and new data.

3. Approach to reporting across the conversion time boundaries.

4. Prioritization of certain information.

5. Technical considerations.

6. Optional tradeoffs, with an eye towards cost/benefit.

The allowance for HSQ’s support will be used to obtain their consultation during the evaluation process.

In addition, allow 40 person-hours as a placeholder for running a trial conversion, possibly with HSQ’s assistance, to validate the approach.

A final, complete data migration plan will be developed during the construction phase, based on the preconstruction conditions.

TASK 9 – 85% DESIGN
Similar to 60% design.

Report Definition
For clarity in the GMP basis, as part of the 85% design, develop Control Strategies covering reports.

Identify each report, variables to be included, and special cases which may require handling within the PLC or at reporting level.

For example, additional/conditioned variables may be warranted within the PLC, such as averages, process flow statuses (discharge, recycling, etc.), blanking intervals to address starting averaging and min./max. calculations, etc.
#7..
- 175 -

Telstar Instruments and ArcSine engineering 13
At the predesign level it is not expected to detail everything, but to provide adequate definition for the quantities of reports and the general complexities. Perform the following:
 Obtain existing reports and Permits
 Review
 Interview staff
 Assess variables/tags in use
 Develop preliminary requirements
 Address during workshops (Task 3)
 Write preliminary Control Strategies
 Submit with 85%
 Receive comments
Capture the necessary adaptations (but do not revise and resubmit – revisions and detail will follow during the construction phase).

TASK 10 – KICKOFF AND DESIGN REVIEW MEETINGS
Allow for 1 kickoff meeting and 3 design review meetings. Include preparation and meeting minutes.

TASK 11 – INTERIM DESIGN SPECIFICATIONS
The purpose of this Task is to achieve fidelity/uniformity across projects. Ultimately, the City will need a published set of requirements, although such requirements might be best comprised as standards by example plus narratives.

This Task is to help address the short-term needs, and allow the rest of the SCADA work to “catch up” so the optimal standards package can be developed during the construction phase.

During scoping/negotiation exchanges, it was acknowledged that the other projects should not be held up, and also that the decisions under this SCADA project should not be rushed. The estimate includes allowances for developing written preliminary standards, or marking up others’ Work Products with suggestions, or some other combination of work which best fits the City’s needs.

TASK 12 – COST ESTIMATING AND OPTIMIZATIONS
Cost Estimating Basis (Project Cost Model)
This Proposal includes references to cost estimating methodology.

Formulate a written position based on these concepts, including estimating approaches for:
 Escalation
 Market uncertainties
 Labor cost uncertainties
 Unknowns due to level of design completion
 Unlisted items
 Unforeseen conditions
 Contingencies
#7..
- 176 -

Telstar Instruments and ArcSine engineering 14
 COVID-19 related issues
 Allowances if needed for City overhead
 Allowances if needed for CM, other outside services
Submit.

Conduct a virtual meeting to discuss.

Revise.

Resubmit.

Estimates
With each submittal, develop an estimate in accordance with the agreed-upon basis. Also include:
 Assumptions
 Areas of uncertainty
 Other qualifiers
Provide estimates at 30%, 60%, 85%.

GMP estimating is covered in Task 12.

Estimates will comply with the standards established by the Association for the Advancement of Cost Estimating (AACE) International and the Control System Integrators Association (CSIA) for SCADA Upgrade projects. We expect our cost estimates for the initial design phases of the project to fall into the Class 4 category defined by AACE International. As the scope of the construction project is better defined through further design, our cost estimate accuracy will be categorized as Level 3 and then Level 2, followed by the final GMP cost. The AACE International cost estimate classifications give guidance for the City on the level of contingency that should be maintained for the project. This recommended contingency level is reduced as the scope of the construction project is better defined and the cost estimates become more accurate.

Cash Flow Forecasts
As part of the Work Plan (Task 1), provide a preliminary cash flow forecast for the preconstruction phase.

With each submittal provide a cash flow forecast for construction.

Value Engineering
Conduct virtual meetings to discuss (during design) design approaches in progress, alternatives, constructability and cost consequences. Allow 2 hours per meeting plus (minimal) preparation. Allow for 6 meetings.

With each submittal, provide an internally-generated value-engineering assessment. #7..
- 177 -

Telstar Instruments and ArcSine engineering 15
Following the submittal meeting, summarize the value engineering conclusions and action items. Allow for short-term reconsideration, and response from the City. Tabulate.

TASK 13 – GMP AND SCOPE DEVELOPMENT
This task consists of resolution of project scope and GMP. Conduct a review meeting, address any scope, contractual, or other concerns.

Make required adjustments, finalize the documents.

ATTACHMENTS
Table 1 - Deliverables
Table 2 - Site/Unit Process Counts
Table 3 - Drawing Deliverables
Table 4 - Specification List
#7..
- 178 -

CITY OF MODESTO

SCADA SYSTEM UPGRADE

SCOPE EDITS
March 28, 2023

The following edits were made to the Scope:

1. The following tasks were added to Telstar’s scope of services and cost spreadsheet at the direction of the City. These tasks correspond to items requested in the SCADA Design Criteria.

Task 14 – Add Flow Meters
Task 15 – Evaluate Cameras
Task 16 – As-built Documentation for Network at Jennings and Sutter #7..
- 179 -

SCOPE OF WORK

CITY OF MODESTO

SCADA SYSTEM UPGRADE PROJECT
December 6, 2021
Revised February 4, 2022
Revised June 29, 2022
Revised September 2, 2022
Revised December 22, 2022
Revised March 27, 2023
Telstar Instruments and ArcSine engineering 1

TABLE OF CONTENTS
INTRODUCTION.............................................................................................................................................2 DELIVERABLES ...............................................................................................................................................2 TASK 1 – PROJECT MANAGEMENT AND PLANNING .....................................................................................2 TASK 2 – DESIGN FIELD INVESTIGATIONS .....................................................................................................3 TASK 3 – WORKSHOPS ..................................................................................................................................3 TASK 4 – STANDARDS....................................................................................................................................5 TASK 5 – RADIO SYSTEM EVALUATION.........................................................................................................7 TASK 6 – CYBER SECURITY.............................................................................................................................9 TASK 7 – 30% DESIGN ...................................................................................................................................9 TASK 8 – 60% DESIGN .................................................................................................................................12 TASK 9 – 85% DESIGN .................................................................................................................................12 TASK 10 – KICKOFF AND DESIGN REVIEW MEETINGS.................................................................................13 TASK 11 – INTERIM DESIGN SPECIFICATIONS .............................................................................................13 TASK 12 – COST ESTIMATING AND OPTIMIZATIONS ..................................................................................13 TASK 13 – GMP AND SCOPE DEVELOPMENT ..............................................................................................15 TASK 14 – ADD FLOWMETERS.....................................................................................................................15 TASK 15 – EVALUATE CAMERAS..................................................................................................................15 TASK 16 – AS-BUILT DOCUMENTATION FOR NETWORK AT JENNINGS AND SUTTER.................................17 Attachments
Table 1 – Deliverables
Table 2 – Site/Unit Process Counts
Table 3 – Drawing Deliverables
Table 4 – Specification List
#7..
- 180 -
Telstar Instruments and ArcSine engineering 2

INTRODUCTION
This Scope of Work covers planning, design, and construction for the City of Modesto SCADA System Upgrade Project. The project will be performed in a phased approach, with a preconstruction phase followed by construction. The preconstruction phase will ultimately result in a final scope for construction and Guaranteed Maximum Price (GMP) for the construction phase. Planning and most of the design for the project are expected to be covered in the preconstruction phase.

This Scope speaks principally to the preconstruction phase scope and deliverables. The construction phase scope and deliverables will be determined and optimized in the course of the preconstruction work.

DELIVERABLES
Refer to accompanying Table 1 - Deliverables.

TASK 1 – PROJECT MANAGEMENT AND PLANNING
Project Management of the Preconstruction Phase
Plan, manage, and track the preconstruction phase work, including the following:
❖ Lay out, coordinate, and manage the work.
❖ Develop preconstruction phase Work Plan (also referred to as “Project Management Plan and Schedule”).
❖ Prepare Project Execution Plan, including Emergency Response Plan, to the extent applicable to the preconstruction phase.
❖ Prepare Quality Management Procedures.
❖ Prepare Submittal Procedures.
❖ Prepare Project Safety Plan (in outline form at this phase of the project). ❖ Prepare Project Documentation Plan.
❖ Prepare Procurement Buyout Plan.
❖ Prepare and submit schedule, update monthly.
❖ Prepare monthly status reports to accompany invoicing. ❖ Allow for telephone check ins, weekly, at 1 hour each for coordination, scheduling, and other needs.
❖ Allow for e-mail correspondence and telephone calls.

Telstar will facilitate partnering sessions approximately once per quarter during the design phase of the project using a third-party partnering facilitator. These sessions will continue through the construction phase of the project at a determined interval. The kickoff partnering session will be scheduled a couple of months after the project kickoff meeting, and three (3) ongoing partnering sessions will follow quarterly. The sessions will be held at the City’s conference room facility, and food/refreshments will be provided by Telstar.
#7..
- 181 -
Telstar Instruments and ArcSine engineering 3
Construction Management Plan
Develop an outline for Construction Management Plan, late in the preconstruction process.

TASK 2 – DESIGN FIELD INVESTIGATIONS
This Task covers design field investigations in support of design work. Additional final field investigations will be performed by Telstar staff during the construction phase of the project to facilitate creation of the detailed shop drawings and loop diagrams. The preconstruction investigation philosophy will be to optimize the work as it progresses, within the estimated overall allowance. It is expected that some field investigations will be needed to close certain gaps between 85% (preconstruction) and 100% (construction phase), design deliverables, and those follow-on investigations are not included in this Scope. Those follow-on investigations will be rolled into the construction phase scope.

The field investigations estimate assumes that the City will provide an electrician to provide site access and open control and electrical enclosures for Telstar/ArcSine engineers. It is expected that escorted access will typically be available as follows:
• 4 - 5 days per week
o 2 days water
o 2 days wastewater
Investigations and field testing for radio communications (principally by Telstar), will be coordinated with remote site investigations (principally by ArcSine), to fit the investigation needs with the availability of City staff. For design investigations, for work planning purposes it is assumed that 2 weeks on, 1 week off, will comprise the pace. The 1 week off will allow for preparations and regrouping for the design investigation team, and will allow for accompanied investigations for radio field investigations also.

Field investigations associated with radio design are covered in Task 5. The work planning process at the beginning of the project and ongoing coordination, will develop the field investigation schedule expectations.

TASK 3 – WORKSHOPS
General
This Task covers structured workshops, with preparations and advance submissions of materials, definition of the goals and objectives, and targeted audiences. The workshop series will be tailored and adapted as the work progresses, with this Scope providing the initial framework. The workshop topics here are preliminary, subject to revision.

Each workshop is expected to be approximately 3 to 4 hours in length.

For each workshop:
❖ Prepare
❖ Transmit materials
#7..
- 182 -
Telstar Instruments and ArcSine engineering 4
❖ Conduct workshop
❖ Develop and distribute minutes
❖ Receive comments and incorporate
❖ Update Project Decision Log
Workshops Included
Allow for the following workshops, with the lead parties noted:

ID Workshop Comments Lead
1 System Architecture Review Following assembly of information. ArcSine 2 Radio Telemetry and Network Alternatives Part
1 Following field radio path studies. Telstar
3 Radio Telemetry and Network Alternatives,
Part 2
Follows radio Telemetry and Network
Alternatives Part 1
Telstar
4 Radio Telemetry and Network Alternatives,
Part 3
Follows radio Telemetry and Network
Alternatives, Part 2
Telstar
5 Tagging and Identification Following assessment/inventory of systems in use.

ArcSine
6 Project Implementation Alternatives -1 Also address sequencing Joint 7 Project Implementation Alternatives -2 Also address sequencing Joint 8 Project Implementation Alternatives -3 Also address sequencing Joint 9 Historic Data, Conversion, Criteria Following assessment ArcSine 10 PLC Hardware Evaluation Telstar
11 Control Panel and PLC Technical Details (Note
1)
Joint
12 Shop Drawing Format, Structure (with
emphasis on PLC panels, and related drawings)
Telstar
13 PLC Programming Standards -1 Telstar
14 PLC Programming Standards -2 Telstar
15 PLC Programming Standards -3 Telstar
16 HMI/SCADA Standards -1 ArcSine
17 HMI/SCADA Standards -2 ArcSine
18 HMI/SCADA Standards -3 ArcSine
19 Standards for Related Projects (Note 2) Follow other workshops which result in provisional or firm decisions.

Joint
20 Cyber-Security - Requirement Review and
Collaboration with Key Stakeholders
Jego
21 Cyber-Security - Review Plan with Key
Stakeholders
Jego
22 Cyber-Security - Review Final TM with
Stakeholders
Jego
23 Enterprise Integration and Allowances for
Interfaces
Later in the process. ArcSine
24 Reporting, Regulatory and Managerial -1 ArcSine
25 Reporting, Regulatory and Managerial -2 ArcSine
#7..
- 183 -
Telstar Instruments and ArcSine engineering 5
Table Notes:

1. The Control Panel and PLC Technical Details workshop will address panel construction, components, terminations, signal levels, relaying, uninterruptible power, standard products, etc.

Also included will be decisions for motor starters, power distribution, lights/service receptacles, etc., panel materials of construction, and ventilation/air conditioning. The purpose is to work through the preferences and details, in a workshop environment.

2. See Task 4 for the description of the standards for related projects objectives (ID 19 above). This workshop will identify the projects, applicable topics, and resolve the best course of action.

TASK 4 – STANDARDS
This project is to result in standardized approaches, with selected standards documents. To the extent practical, standards should be “by example,” such as for graphical screens, with narratives accompanying the examples. PLC programming similarly can be partially by example, with narratives accompanying examples.

This Scope includes the following work on standards:

SCADA/HMI Configuration Standards
Develop outline standards for HMI screens and underlying SCADA concepts. As practical, cover standards “by example,” with screens and other work products. It is anticipated that this standard will be further developed/refined during the construction phase, during which time systems will be developed and decisions are refined.

Develop draft, submit, conduct workshops (Task 3).

Tagging And Identification
This work item starts with an inventory of existing systems in use, and will ultimately result in preliminary standards for tagging and identification.
❖ Investigations and offline assessments (this Task).
❖ Workshop (Task 3).
❖ Internal review and submit.
❖ Outline a Technical Memorandum.
❖ Workshop (Task 3).
❖ Expand Technical Memorandum.
❖ Develop preliminary standards.
❖ Internally review. Submit.
❖ Receive comments, make a punchlist for later incorporation during the Construction Phase.

PLC Programming Standards
This Task consists of developing PLC programming standards based on the selected PLC manufacturer hardware and software. We will meet with City staff and discuss programming best practices, and will #7..
- 184 -
Telstar Instruments and ArcSine engineering 6
provide excerpts of prior project Work Products as examples. Will discuss topics including structure, commenting, tagnaming, use of standard vs City-specific function blocks, etc., visualization of programming in the graphical development environment and the consequences of layout on visibility, and other subjects of interest to developers and users.

New programming standards will be developed based on Telstar and City standards. The development of new programming standards does not include preparation of new programming code and blocks.

This code will be written in later phases of the project.

A workshop will be held to review the developed PLC programming standards and solicit City staff input on the documents. The results of the PLC programming standards workshop will be documented into a summary Technical Memorandum and submitted with the final developed standards.

Control Panel Standards
This Task consists of developing control panel standards including standard Bill of Materials and Panel Drawings. A standard sample bill of materials will be developed based on Telstar standards and City input. Basic materials will be selected for use across the project for troubleshooting and maintenance consistency. Standard control panel drawings will be developed following Telstar and ISA standards, with City input.

A workshop will be held to review the developed control panel standards and solicit City staff input on the documents. The results of the control panel standards workshop will be documented into a summary Technical Memorandum and submitted with the final developed standards.

Loop Drawing Standards
This Task consists of developing loop drawing standards. Standard loop drawings will be developed following Telstar and ISA standards, with City input.

A workshop will be held to review the developed loop drawing standards and solicit City staff input on the documents. This workshop may be combined with the control panel standards workshop. The results of the loop drawing workshop will be documented into a summary Technical Memorandum and submitted with the final developed standards.

Design Standards
With reliance on standard drawings, bills of materials, draft specifications, develop a summary design standard. This document will comprise a roadmap to the major decisions, particularly for materials, and workmanship. The principal goal is to achieve SCADA uniformity between sties, and projects in important areas.

Test Plan Outline
This Task consists of developing test plan standards for hardware, wiring and programming. A test plan outline will be developed following Telstar and ISA standards, with City input. Example test and signoff #7..
- 185 -
Telstar Instruments and ArcSine engineering 7
forms will be developed and provided for City review. City comments will be incorporated into the test plan outline and example test forms.

TASK 5 – RADIO SYSTEM EVALUATION
Introduction
The project goal is to replace the existing radio system, in conjunction with this project’s PLC/RTU and SCADA work at the remote sites and treatment plants. Selecting the optimal approach involves complex tradeoffs between cost, redundancy and reliability, risks, and performance. The evaluation process will arm the project team with the information needed to make well-informed decisions which meet or exceed baseline project objectives, but also make sense in terms of cost and other measures.

The evaluation process will use information and tools, including the following:
❖ Existing drawings
❖ Communication System block diagrams
❖ Prior work by the City and its consultants which looked at alternatives ❖ Acquiring information on real-world performance of today’s system ❖ Computer-based modeling
❖ Existing and available radio frequencies
❖ Knowledge of existing communications technologies and their feasibility, costs, performance, and other factors
❖ Field studies
Criteria Setting
We will work with City staff to define criteria, which will consist of “must do,” non-negotiable criteria, and also “desired” criteria. The must do criteria constitute the hard baseline limits, and the evaluation process is expected to lead to candidate solutions which not only meet the must do criteria, but also address many of the desired items, with thoughtful consideration for the tradeoffs, including costs.

For performance (polling times, response to command times) the existing system provides a useful baseline. These times can be quantified, and discussed in terms of the user experience as well as process objectives and data history/troubleshooting.

Criteria will be developed in the course of the work, and will likely include the following:
❖ System requirements (e.g., sites that must communicate peer-to-peer). ❖ Polling response times required.
#7..
- 186 -
Telstar Instruments and ArcSine engineering 8
❖ Backup Communication path requirements.
❖ Equipment redundancy and failover requirements.
❖ Emergency preparedness requirements.
❖ Cybersecurity requirements.

Computer Modeling
With the benefit of the preparatory work above, we will develop/analyze links, options and permutations using computer modeling. After the model is complete, a field-testing regimen will be developed to resolve the unknowns relevant to decision-making. It is expected that modeling and testing will be an iterative process.

Field Radio Path Surveys
We will visit up to 25% of existing sites to collect the following information. (If additional sites are required to be visited and agreed upon with the team, it will require a contract amendment). ❖ Current RSSI and SNR data for each path.
❖ Line sweeps of the existing RF transmission lines and antennas to look for bad or underperforming equipment (optional).
❖ Testing of existing radio transmitter output power (optional). ❖ Existing data load.
❖ Data transmission speed and success percentage, and using a protocol analyzer, how frequently retries occur.

Refer to Task 2 – Design Field Investigations, for discussion on availability of City staff to support access to panels and enclosures. The radio field work will, in many cases, not require City accompaniment. The proposed design field investigations intervals will allow for accompanied radio investigations every third week, the burden of which is projected to be 1 to 3 days of City oversight, depending on circumstances.

Perform secondary radio path field surveys for many proposed radio paths to verify modeled system architecture using Telstar’s Antenna Mast Trailer. Tests will be performed using real payload data.

Alternatives
Consider alternate communication technologies: Evaluate viable technology alternatives for remote sites based on site communication requirement.
❖ MAS Master radio alternative location(s)
❖ Other frequencies
❖ Microwave
#7..
- 187 -
Telstar Instruments and ArcSine engineering 9
❖ Cellular and hybrid options such as cellular combined with radios ❖ Fiber
Revise communication modeling: Prepare a cost-benefit analysis of the configurations.

Report
Prepare a Communications Study Report identifying alternatives explored and stating recommendations for hardware improvements to existing network, network layout and hardware requirements for alternative data collection network (such as wireless Ethernet) if recommended, and system reliability improvements. We will include draft system architecture diagrams, with recommended locations for repeater systems (as needed), antenna types, and tower heights for each of the stations studied, as well as a priority list for completion of recommended improvements and estimated cost for each. We will also include the costs for frequency coordination and FCC licenses if needed.

TASK 6 – CYBER SECURITY
Cyber Security efforts during the preconstruction phase of this project will consist of the following tasks. • Preliminary Coordination and Identification of Key Stakeholders • Data Review & and Development of Preliminary Requirements • Workshop 1 - Requirement Review and Collaboration with Key Stakeholders • Draft High-Level Existing Architecture (ICS/Purdue Model Format) • Select Applicable Security Control Requirements
• Generate Preliminary Recommendations
• Draft Preliminary High-Level Proposed Architecture (ICS/Purdue Model Format) • Workshop 2 - Review Plan with Key Stakeholders
• Develop and Submit TM Draft
• Receive and Incorporate Comments
• Workshop 3 – Review Final TM with Stakeholders
• Submit TM Final
• Advise Telstar Team During Preliminary Design
TASK 7 – 30% DESIGN
Introduction
Refer to Table 2 Site/Unit Process Count. This summary, references in the Solicitation as summarized in Table 1 Deliverables, and observations during the field visits, were the basis of the preliminary sheet list in Table 3 Drawing Deliverables. During the preconstruction phase (30%/60%/85% designs) do the following:
❖ Investigate all sites/unit processes where RTU changeouts are occurring. ❖ Develop documentation, including typicals where appropriate, which will guide the project to a well-defined construction phase scope and GMP.
#7..
- 188 -
Telstar Instruments and ArcSine engineering 10
❖ As part of developing the GMP and its scope, evaluate the extent to which the typicals need to be expanded during the construction phase. We believe that in many cases, the typicals will suffice, with the construction phase shop drawings covering the detail.

As noted elsewhere in this Scope, the field investigations will be tailored to the levels of effort included in this preconstruction phase work. It is expected that further investigations will be needed as part of the construction phase design work, deliverables, and GMP development will allow for reasonable contingencies arising from the later investigations anticipated.

Preliminary Drawing List And Submittal Schedule
Refer to Table 3 for a list of drawings with anticipated delivery milestones.

The P&ID’s drawing count as presently scoped does not include P&ID’s for vendor-furnished packages, nor P&ID’s for Plan unit processes where the RTU’s are not being replaced. This drawing count represents an optimized list.

A preliminary specifications list follows. It is expected that not all sections will be required, or they can be abbreviated, as some items can be described in Bills of Materials. (It is not the intent to duplicate information in multiple documents.)
Develop as-is Control Descriptions for the remote sites.

Preliminary Specification List And Submittal Schedule
Refer to Table 4 for a preliminary specifications list and identification of the principal authors of each.

Design Process
Develop Deliverables.

Internal review, by senior engineering staff.

Perform a detailed check by technician staff.

Revise.

Submit.

Each review meeting is covered in Task 10.

Approach To Alternatives
In the course of the design work above, contemplate project implementation alternatives. These alternatives will address overall SCADA architecture(s), communications/network alternatives, and overlay considerations for cost, performance, and constructability. Do the following:
❖ Review prior work by others
❖ Brainstorm in-house
#7..
- 189 -
Telstar Instruments and ArcSine engineering 11
❖ Prepare for and conduct workshops (Task 3)
❖ Summarize the chosen approach in a brief Technical Memorandum with bullets noting what was not chosen
This effort is not intended to constitute a complete written treatment of all alternatives considered, but only illustrate the general path the team took to arrive at the conclusions.

Develop Maintenance of Operations Plans
This work item covers development of preliminary plans for maintaining operations of the Plants and remote sites during construction. The plans will coordinate with sequencing drawings which are part of the design package, and will also include references to the testing methodology, for which this preconstruction scope includes resources for planning-level deliverables. The preliminary maintenance of operation plans will illustrate the overall concepts for keeping systems operational, but will not describe the steps in detail. The plans will be suitable for a general review of methodology, which will provide a basis for agreeing on the planning detail required during the construction phase, the level of effort to develop that detail, and the workload/levels of effort which can be expected to execute the construction period work in accordance with the proposed methodology. The preliminary plans will identify categories of outages and general durations, and temporary provisions, and City support needed to support sequencing and outages.

SCADA Network Design Considerations
The workshop series, design development, and design review meetings with VE emphasis will guide project decisions, including those for SCADA network architecture. The following concepts will be considered in field investigations, and will be brought forth during workshops:

1. Assess the communication link between Jennings Road facility and Sutter facility and consider redundant communication paths with cyber-security measures.

2. In the event of communication failure between Jennings and Sutter, consider store and forward SCADA model/AOS server at the Sutter facility to avoid loss of data, and a provision to monitor/control the operation locally at the Sutter facility.

3. Contemplate virtual environment with Hardware redundancy, High Availability and Disaster Recovery VSan solutions.

4. Consider a single cluster consolidated system, which would offer potential advantages for cost, maintenance, and security. Cluster is virtualization terminology which represents a group of servers/hosts that can share resources such as memory, CPU and data storage. Clusters provide flexible and dynamic ways to organize the OS resources under single VCenter management.

5. Consider VSAN as an added VMware software-defined storage solution. Doing so provides centralized visibility, simplified and efficient management at scale, and extensibility across the hybrid cloud—all from a single console. VMware vCenter Server is advanced server management software that provides a centralized platform for controlling VMware vSphere environments, with an automated virtual infrastructure across the hybrid cloud. #7..
- 190 -
Telstar Instruments and ArcSine engineering 12

6. Consider redundant alarm dialer system solution with secure mobile app notifications.

7. Consider redundant Tier 2 Historian with Enterprise solution for business application.

8. Consider addition of MAS (Master) for better performance, along with other performancerelated considerations.

9. Consider site grouping with multiple radio paths to achieve acceptable overall performance.

Consider cost and time-criticality performance tradeoffs, and relative importance of the data transmitted.

TASK 8 – 60% DESIGN
Similar to 30% design.

Data Migration Plan
Develop a preliminary data migration plan, as part of setting expectations for overall construction sequencing and timing, as well as establishing the construction phase level of effort for data migration.

The following will be considered:

1. The extent to which “old” data are to be accessible from “new” SCADA.

2. Tagging conventions, and coexistence of old and new data.

3. Approach to reporting across the conversion time boundaries.

4. Prioritization of certain information.

5. Technical considerations.

6. Optional tradeoffs, with an eye towards cost/benefit.

The allowance for HSQ’s support will be used to obtain their consultation during the evaluation process.

In addition, allow 40 person-hours as a placeholder for running a trial conversion, possibly with HSQ’s assistance, to validate the approach.

A final, complete data migration plan will be developed during the construction phase, based on the preconstruction conditions.

TASK 9 – 85% DESIGN
Similar to 60% design.

Report Definition
For clarity in the GMP basis, as part of the 85% design, develop Control Strategies covering reports.

Identify each report, variables to be included, and special cases which may require handling within the PLC or at reporting level.

For example, additional/conditioned variables may be warranted within the PLC, such as averages, process flow statuses (discharge, recycling, etc.), blanking intervals to address starting averaging and min./max. calculations, etc.
#7..
- 191 -
Telstar Instruments and ArcSine engineering 13
At the predesign level it is not expected to detail everything, but to provide adequate definition for the quantities of reports and the general complexities. Perform the following:
❖ Obtain existing reports and Permits
❖ Review
❖ Interview staff
❖ Assess variables/tags in use
❖ Develop preliminary requirements
❖ Address during workshops (Task 3)
❖ Write preliminary Control Strategies
❖ Submit with 85%
❖ Receive comments
Capture the necessary adaptations (but do not revise and resubmit – revisions and detail will follow during the construction phase).

TASK 10 – KICKOFF AND DESIGN REVIEW MEETINGS
Allow for 1 kickoff meeting and 3 design review meetings. Include preparation and meeting minutes.

TASK 11 – INTERIM DESIGN SPECIFICATIONS
The purpose of this Task is to achieve fidelity/uniformity across projects. Ultimately, the City will need a published set of requirements, although such requirements might be best comprised as standards by example plus narratives.

This Task is to help address the short-term needs, and allow the rest of the SCADA work to “catch up” so the optimal standards package can be developed during the construction phase.

During scoping/negotiation exchanges, it was acknowledged that the other projects should not be held up, and also that the decisions under this SCADA project should not be rushed. The estimate includes allowances for developing written preliminary standards, or marking up others’ Work Products with suggestions, or some other combination of work which best fits the City’s needs.

TASK 12 – COST ESTIMATING AND OPTIMIZATIONS
Cost Estimating Basis (Project Cost Model)
This Proposal includes references to cost estimating methodology.

Formulate a written position based on these concepts, including estimating approaches for:
❖ Escalation
❖ Market uncertainties
❖ Labor cost uncertainties
❖ Unknowns due to level of design completion
❖ Unlisted items
❖ Unforeseen conditions
❖ Contingencies
#7..
- 192 -
Telstar Instruments and ArcSine engineering 14
❖ COVID-19 related issues
❖ Allowances if needed for City overhead
❖ Allowances if needed for CM, other outside services
Submit.

Conduct a virtual meeting to discuss.

Revise.

Resubmit.

Estimates
With each submittal, develop an estimate in accordance with the agreed-upon basis. Also include:
❖ Assumptions
❖ Areas of uncertainty
❖ Other qualifiers
Provide estimates at 30%, 60%, 85%.

GMP estimating is covered in Task 12.

Estimates will comply with the standards established by the Association for the Advancement of Cost Estimating (AACE) International and the Control System Integrators Association (CSIA) for SCADA Upgrade projects. We expect our cost estimates for the initial design phases of the project to fall into the Class 4 category defined by AACE International. As the scope of the construction project is better defined through further design, our cost estimate accuracy will be categorized as Level 3 and then Level 2, followed by the final GMP cost. The AACE International cost estimate classifications give guidance for the City on the level of contingency that should be maintained for the project. This recommended contingency level is reduced as the scope of the construction project is better defined and the cost estimates become more accurate.

Cash Flow Forecasts
As part of the Work Plan (Task 1), provide a preliminary cash flow forecast for the preconstruction phase.

With each submittal provide a cash flow forecast for construction.

Value Engineering
Conduct virtual meetings to discuss (during design) design approaches in progress, alternatives, constructability and cost consequences. Allow 2 hours per meeting plus (minimal) preparation. Allow for 6 meetings.

With each submittal, provide an internally-generated value-engineering assessment. #7..
- 193 -
Telstar Instruments and ArcSine engineering 15
Following the submittal meeting, summarize the value engineering conclusions and action items. Allow for short-term reconsideration, and response from the City. Tabulate.

TASK 13 – GMP AND SCOPE DEVELOPMENT
This task consists of resolution of project scope and GMP. Conduct a review meeting, address any scope, contractual, or other concerns.

Make required adjustments, finalize the documents.

TASK 14 – ADD FLOWMETERS
Incorporate into the evaluation and pricing, addition of four flowmeters. In the course of field investigations assess the following:
• Options for location
• Upstream/downstream pipe diameters
• Pipe materials
• Need for a vault
• Interconnection
• Other aspects which could impact feasibility and cost Add flowmeters to applicable P&ID’s. Develop small scale plan views showing locations, vault(s), and approximate dimensions. Include flowmeters in the cost proposal.

The preconstruction work will be undertaken on a level-of-effort basis, with the following allowance:

Estimated Hours (Overall)
Work Item ArcSine Telstar
Field Investigations (four sites) 8
Drawing Development 16
Scoping 10 12
Cost Estimation 8 16
Unlisted 8 8
TOTALS: 50 36
TASK 15 – EVALUATE CAMERAS
The City has expressed an interest in implementing cameras at remote sites. Adding this functionality is subject to complex tradeoffs in the extent of camera monitoring, overall video architecture, communications system architecture, cost, and performance. #7..
- 194 -
Telstar Instruments and ArcSine engineering 16
The Phase 1 strategy will consist of first developing a candidate SCADA solution without cameras, then considering adding cameras and looking at the increment/alternatives for communications systems to support the cameras. The work will include the following:

1. It is assumed that the City will independently develop its internal “wish list” of sites, and camera quantities at each. It is assumed this will be done with the help of the City’s other consultants, and will not involve Telstar or ArcSine. Include any requirements/wishes for one- or two-way audio, access control, or other needs.

2. On receipt of the list, Telstar/ArcSine will undertake a first-cut evaluation and categorization of the wishes as EASY, MEDIUM, or HARD. This will include internal brainstorming, and several internal meetings. Develop required bandwidth estimates. Conceive of options including variations in the approaches to communications, infrastructure local to sites, limitations on cameras, etc. Develop coarse estimates.

3. Prepare for and conduct a workshop with City stakeholders. Narrow in the requirements to what appears to fall within the City’s cost/benefit expectations.

4. Develop conceptual designs of systems which are responsive to the narrowed requirements.

Develop typical bullet lists of what provisions would be included and where. Develop conceptual drawings, and for estimating purposes allow a camera-specific legend/cover sheet plus six sheets of drawings. Develop budgetary estimates.

5. Prepare for and conduct a workshop with City stakeholders. Settle on the basis for the subsequent proposal.

6. Scope and price the incremental work.

7. Following submission of the overall cost proposal, allow for a workshop dedicated to further refinement.

8. Rescope/re-estimate in accordance with workshop conclusions.

The preconstruction work will be undertaken on a level-of-effort basis, with the following allowance:

Estimated Hours (Overall)
Work Item ArcSine Telstar
Receive wish list, evaluations as scope 60 60
Preparation and workshop 24 24
Conceptual design, as scoped 80 80
Preparation and workshop 16 16
Scoping and pricing 24 50
Preparation and workshop 16 16
Rescope, re-estimate 8 24
Unlisted 16 24
TOTALS: 244 294
#7..
- 195 -
Telstar Instruments and ArcSine engineering 17
TASK 16 – AS-BUILT DOCUMENTATION FOR NETWORK AT JENNINGS AND SUTTER The City has expressed an interest preparation of as-built documentation of the existing network for the Jennings and Sutter treatment facilities. The City has not yet determined how far into the existing network they would like us to investigate. Therefore, we are providing a budgetary estimate only for this work.

1. Review existing network as-built documentation for the Jennings and Sutter treatment facilities.

2. Investigate and draft as-built network diagrams for the Jennings and Sutter treatment facilities.

This will include investigation and documentation of existing networking equipment, fibers, and cables.

The preconstruction work will be undertaken on a level-of-effort basis, with the following allowance:

Estimated Hours (Overall)
Work Item ArcSine Telstar
Review existing documentation 24 24
Field Investigation 80 240
Drafting as-built documents 160 24
TOTALS: 264 288

ATTACHMENTS
Table 1 - Deliverables
Table 2 - Site/Unit Process Counts
Table 3 - Drawing Deliverables
Table 4 - Specification List
#7..
- 196 -
TABLE 1 - DELIVERABLES

MODESTO SCADA
SEPTEMBER 3, 2021
Revised December 3, 2021
Revised February 4, 2022
Revised June 29, 2022
Revised September 2, 2022
Table 1 - Deliverables
Contributor Reviewer

1.1 Project Management Plan Page 8  Update Telstar ArcSine

1.2 Project Schedule Page 8  Update Joint

1.3 6-Week Lookahead Schedule Page F-5  Telstar

1.4 Project Execution Plan / Emergency Response Plan Page 8, F-2  Update Telstar ArcSine

1.5 Submittal Procedures Page F-5  Update Telstar ArcSine

1.6 Project Documentation Plan Page 9  Update Telstar ArcSine

1.7 Quality Management Procedures Page 10  Update Telstar ArcSine

1.8 Procurement Buyout Plan  Update Telstar ArcSine

1.9 Construction Management Plan Page F-4 Outline  Telstar ArcSine

1.10 Construction Quality Program Page 9, Page 10, F2, F-4  Telstar

1.11 Subcontractor Management Plan Page F-4  Telstar

1.12 Project Safety Plan Page 9, F-2, F-4  Update Telstar Refer to this for site work.

1.13 Constructability Reviews (Allow for 6)   Joint Include scheduled with meetings.

No Deliverables Anticipated for this Task

3.1 Workshop Preparatory Material   Joint See scope for lead assignments.

3.2 Workshop Minutes   Joint See scope for lead assignments.

4.1 SCADA/HMI Configuration Standards Page 5, Page F-3  Update ArcSine Telstar

4.2 Tagging and Identification Standards - Preliminary  ArcSine Telstar

4.3 PLC Programming Standards -  Update Telstar ArcSine

4.4 PLC alternatives analyses  Telstar ArcSine

4.5 Control Panel Standards Page F-3  Update Telstar ArcSine

4.6 Loop Drawing Standards  Update Telstar ArcSine

4.7 Design Standards Page F-3  Update ArcSine

4.8 Test Plan Outline  Update ArcSine

4.9 Cyber Security Standards  Jego Team Team

5.1 Radio Path Computer Model Results  Telstar ArcSine

5.2 Communication Study Report  Telstar ArcSine
When Will Our Team
Develop It?
Precon Phase
Construction
Phase
Solicitation
Reference
TASK 1 - PROJECT MANAGEMENT AND PLANNING
Principal
Author
Who Will Develop It?
Line
No. Description Comments
TASK 2 - DESIGN FIELD INVESTIGATIONS
TASK 3 - WORKSHOPS
TASK 4 - STANDARDS
TASK 5 - RADIO SYSTEM EVALUATION
1 of 3
#7..
- 197 -
TABLE 1 - DELIVERABLES

MODESTO SCADA
SEPTEMBER 3, 2021
Revised December 3, 2021
Revised February 4, 2022
Revised June 29, 2022
Revised September 2, 2022
Table 1 - Deliverables
Contributor Reviewer
When Will Our Team
Develop It?
Precon Phase
Construction
Phase
Solicitation
Reference
TASK 1 - PROJECT MANAGEMENT AND PLANNING
Principal
Author
Who Will Develop It?
Line
No. Description Comments

6.1 High-level existing architecture Draft Jego

6.2 Recommendations Draft Jego

6.3 High-level proposed architecture Draft Jego

6.4 Cyber Security TM Page F-3  Jego

7.1 SCADA Network And Telemetry Upgrade Plan Page 6  Update Joint

7.2 Basis of Design Hardware and Software BOM's Page F-3  Update Joint

7.3 Identify Long Lead Time Items Page F-2   Telstar ArcSine

7.4 Process Control Narratives, Existing Page F-2  ArcSine

7.5 Maintenance of Operations Plans  Update Joint Emphasis on sequencing.

7.6 Design Drawings and Specifications 30%  ArcSine Telstar Telstar

7.7 Cost Estimate 30% Page F-4  Item 3.11 Telstar ArcSine

8.1 Process Control Narratives, As-Proposed   ArcSine

8.2 SCADA Migration Approach and Cutover Plan Page F-3 Preliminary  Joint

8.3 Data Migration Plan Page 5 Preliminary  ArcSine Telstar HSQ support.

8.4 Design Drawings and Specifications 60%  ArcSine Telstar Telstar

8.5 Cost Estimate 60% Page F-4  Item 3.11 Telstar ArcSine

9.1 Design Drawings and Specifications 85%  ArcSine Telstar Telstar

9.2 Cost Estimate 85% Page F-4  Item 3.11 Telstar ArcSine

9.3 TM Summarizing Report Definition  ArcSine Telstar

9.4 Compliance Matrix (Based on Construction Scope) Preliminary  ArcSine Telstar A tabulation of the agreed upon requirements, for everybody's benefit.

10.1 Meeting Preparatory Material   Joint See scope for lead assignments.

10.2 Meeting Minutes   Joint See scope for lead assignments.

11.1 Interim Design Specifications Page F-3 Preliminary Updated ArcSine Telstar

12.1 Project Cost Model Page 8   Joint

12.2 Cost Estimates Page 8   Joint

12.3 Cash Flow Forecasts   Telstar ArcSine

12.4 Value Engineering Page F-2  Joint
TASK 11 - INTERIM DESIGN SPECIFICATIONS
TASK 12 - COST ESTIMATING AND OPTIMIZATIONS
TASK 6 - CYBER SECURITY
TASK 7 - 30% DESIGN
TASK 8 - 60% DESIGN
TASK 9 - 85% DESIGN
TASK 10 - KICKOFF AND DESIGN REVIEW MEETINGS
2 of 3
#7..
- 198 -
TABLE 1 - DELIVERABLES

MODESTO SCADA
SEPTEMBER 3, 2021
Revised December 3, 2021
Revised February 4, 2022
Revised June 29, 2022
Revised September 2, 2022
Table 1 - Deliverables
Contributor Reviewer
When Will Our Team
Develop It?
Precon Phase
Construction
Phase
Solicitation
Reference
TASK 1 - PROJECT MANAGEMENT AND PLANNING
Principal
Author
Who Will Develop It?
Line
No. Description Comments

13.1 Construction Phase Scope Documents Page F-4  Joint

13.2 Construction Phase Estimating (GMP) Page F-4  Joint Design Drawings and Specifications 100% Page 8  ArcSine Telstar Hardware Submittals Page F-6  Joint
Software Submittals Page F-5  Joint
Shop Drawings (specific to each panel/process area):

Control Panel Elevations  Telstar
Control Diagrams  Telstar
BOM's  Telstar
Loop Diagrams  Telstar
Sequencing Drawings (where needed)  Joint
Reports for Regulatory and Managerial Use Page 5  ArcSine Factory Test Procedures -  Joint
Functional Test Procedures -  Joint
Cyber Security Penetration Test Page F-3  Jego
Onsite Test Results -  ArcSine
O&M Manuals with As-built Drawings Page 6  Joint
Training Deliverables Various  Joint

1. 2 "Joint" responsibilities indicate Telstar/ArcSine participation, and in the case of Cyber-Security topics, Jego's contributions.

TASK 13 - GMP AND SCOPE DEVELOPMENT

CONSTRUCTION PHASE ACTIVITIES
Deliverables Notes:

Construction phase panel design deliverables will consist of an optimized ArcSine/Telstar mix. In many cases, given the City's prior approval of shop drawings, we can proceed directly to shop drawings (ex. panel elevations, some of the typical control diagrams). Where design typicals are not appropriate, such as at the treatment plants, ArcSine will provide design drawings such as control diagrams for each new panel as part of a formal design package. Those drawings will later become the basis for shop drawings. 3 of 3
#7..
- 199 -
TABLE 2 - SITE/UNIT PROCESS COUNTS

MODESTO SCADA
SEPTEMBER 3, 2021
Revised December 3, 2021
Revised February 4, 2022
Revised June 29, 2022
Site Type Quantity of Sites
Well Sites 103
Storage Tanks 13
Turnout Valves 14
Pressure Points 21
Sewer and Storm Water Lift Stations 63
Sutter WWTP Processes 6
Jennings WWTP Processes 5
Total Remote Sites 214
Total WWTP Processes 11
Total Sites + Processes 225
Notes:

1. The Jennings process count includes only the HSQ areas. Other areas where this project does not replace RTU's will not be the subject of investigations or design work.

Table 2 - Site/Unit Process Counts
1 of 4
#7..
- 200 -
TABLE 3 - DRAWING DELIVERABLES

MODESTO SCADA
SEPTEMBER 3, 2021
Revised December 3, 2021
Revised February 4, 2022
Revised June 29, 2022
Table 3 - Drawing Deliverables Preconstruction Count
Sheet Count
Quantity Sheets
Preconstruction
30%
Preconstruction
Submittal
60%
Preconstruction
Submittal
85%
Preconstruction
Submittal
Quantity Sheets
Construction
Cover Sheet 1 x x x 1
Legends 2 x x x 2
Site Location Maps 4 x x x 4
Block Diagrams 6 x x x 6
P&ID's
Well Sites (typical) 6 x x x 6
Storage Tanks (typical) 3 x x x 3
Turnout Valves (typical) 3 x x x 3
Pressure Points (typical) 3 x x x 3
Sewer and Storm Water Lift Stations (typical) 6 x x x 6 Sutter WWTP Processes 6 x x 6
Jennings WWTP Processes 11 x x 11
Make P&ID's unique (Note 1) 193
Typical Control Diagrams
Well Sites 6 x x x 6
Storage Tanks 3 x x x 3
Turnout Valves 3 x x x 3
Pressure Points 3 x x x 3
Sewer and Storm Water Lift Stations 6 x x x 6
Sutter WWTP Processes 6 x x 6
Jennings WWTP Processes 5 x x 5
Typical Panel Elevations
Well Sites 6 x x 6
Storage Tanks 3 x x 3
Turnout Valves 3 x x 3
Pressure Points 3 x x 3
Sewer and Storm Water Lift Stations 6 x x 6
Sutter WWTP Processes 6 Representative x 6
Jennings WWTP Processes 5 Representative x 5
Construction Sequencing Plans 6 x x 6
Processes with HSQ RTU's only
This is in addition to preconst. Typical P&ID's
(Note 1)
Typical sites
All Processes
Typical sites
Typical sites
All Processes
Processes with HSQ RTU's only
Typical sites
Typical sites
Typical sites
Typical sites
Typical sites
Total processes +6 more sheets for larger Plants
processes.

Notes
Typical sites
Typical sites
2 of 4
#7..
- 201 -
TABLE 3 - DRAWING DELIVERABLES

MODESTO SCADA
SEPTEMBER 3, 2021
Revised December 3, 2021
Revised February 4, 2022
Revised June 29, 2022
Table 3 - Drawing Deliverables Preconstruction Count
Sheet Count
Quantity Sheets
Preconstruction
30%
Preconstruction
Submittal
60%
Preconstruction
Submittal
85%
Preconstruction
Submittal
Quantity Sheets
Construction Notes
Remote Site drawings x x
Area Plan x x
One-Line Diagram x x
Panel Elevation x x
Control Diagram x x
Interconnection Diagram x x
Panel Schedule(s) x x
Circuit/Conduit Schedule x x
Installation Details Not Included Not Included
Instrument List Not Included Not Included
Instrument details Not Included Not Included
Notes:

1. For P&ID's, the preconstruction phase will include typicals where they make sense. The benefit of unique P&ID's for each site will be explored during the preconstruction phase, and the unique P&ID count shown is an estimate of the drawings which would be needed above and beyond the preconstruction drawings.

2. The remote site's do not necessarily warrant complete design drawings per se. We intend to move straight to shop drawings where we can.

For estimating purposes, allow for the following representative remote site drawings to be developed during the preconstruction phase.

Consolidated drawings (nominally 3 per site), allow for 20 unique packages for a total of 60 sheets (approximately 20 control diagrams and 40 other drawings).

Total 60 Sheets
(Note 2)
Total 40 Sheets
(Note 2)
3 of 4
#7..
- 202 -
TABLE 4 - SPECIFICATION LIST

MODESTO SCADA
SEPTEMBER 3, 2021
Revised December 3, 2021
Revised February 4, 2022
Revised June 29, 2022
30% Submittal 60% Submittal 85% Submittal Principal Author Electrical 16050 260510 X X ArcSine
Low-Voltage Conductors and Cables 16122 260519 X X ArcSine Grounding and Bonding 16062 260526 X X ArcSine
Hangers and Supports 16071 260529 X X ArcSine
Raceways and Boxes 16133 260533 X X ArcSine
Electrical Identification 16055 260553 X X ArcSine
Electrical Components 16190 260560 X X ArcSine
Wiring Devices 16141 262726 X X ArcSine
Circuit Breakers 16411 262816 X X ArcSine
Programmed Systems 17350 406110 X X Joint
Control Systems Testing 17366 406121 X Joint
Process Control Software I/O List 17357 406193 Partial X X Joint Control Descriptions 17330 406196 Preliminary X ArcSine Computing Systems 17360 406210 X ArcSine
Uninterruptable Power Supplies 406270 X ArcSine
Programmable Logic Controllers 17353 406343 X X Telstar Networked Systems 17365 406610 X X Joint
Radio Systems 406650 X X Telstar
Masts and Towers (Note 3) 406666 X Telstar
Control System Structural (Note 3) 406680 X ArcSine
Control Panels 17300 406710 X X ArcSine
Software Configuration 17362 406810 X X Joint
Control Components 17312 407012 X X ArcSine
Cyber Security X X Jego
Notes:

1. This specification list is preliminary, and will be revised as the design progresses.

2. No structural engineering is included with the preconstruction phase. If needed, those services will be sought during the construction phase.

3. Noted specifications may not be needed.

4. The earlier submissions of any specification section will be preliminary.

Electrical
Table 4 - Specification List ID
Process
Integration
4 of 4
#7..
- 203 -

MODESTO SCADA

PRELIMINARY PRECONSTRUCTION SCHEDULE
Revised February 4, 2022
Revised June 29, 2022
Revised September 2, 2022
Notice to Proceed Mid-August 2022
Early work planning, scheduling (Note 1) 3 weeks August/September 2022 Radio Path Study planning 3 weeks August/September 2022 Radio Path Field studies, office work,
redirecting
About 4 months for the principal
investigations, then follow-on
investigations/studies intermittently as
details are worked out
Mid-September 2022 - December 2022
Field investigations About 15 calendar weeks of actual
time, assume 1/2 duty cycle in reality
= 30 calendar weeks elapsed
Mid-September 2022 - End of April
2023
30% design 3 months (Note 2) September 2022 - December 2022 60% design 3 months January 2023 - March 2023
85% design 3 months April 2023 - June 2023
Workshops, including preparations and
execution (24 workshops + other events)
With 30 unique events (+/-), allow for
two per month, for 15 months elapsed
time
Late September 2022 - December 2023
GMP process (start after 60%, continue
through 85%)
4 months July 2023 - October 2023
GMP agreed upon November 2023
Preconstruction work which can occur
following 85% and does not impact GMP
(Note 3)
4 months July 2023 - December 2023
Schedule Notes:

1. Once under Contract, work planning will result in a more detailed schedule. Interdependencies between activities will also be assessed, which will have a bearing on overall schedule.

2. 30% design will commence in earnest following meaningful investigations, radio path work, and workshops. The schedule will be developed to conform to this principle.

3. Some activities Contracted under predesign need not be fully completed to arrive at an agreed-upon GMP. The City's team and Telstar's team can assess that at the time and prioritize decisions accordingly. As one example, working out all of the details on 85% Control Strategies is not necessary to set an appropriate level of effort for the programming work.

Description Approximate Calendar Duration Approximate Schedule The Schedule below was developed in June 2022. Once under contract with the City, the schedule will be revised. 1 of 1
#7..
- 204 -

CITY OF MODESTO SCADA SYSTEM UPGRADE PROJECT

PRECONSTRUCTION COST SUMMARY
Sep. 3, 2021; Revised Dec. 6, 2021; Revised Feb. 4, 2022; Revised Jun. 29, 2022; Revised Sep. 2, 2022; Revised Dec. 22, 2022 Revised March 27, 2023
Telstar Instruments ArcSine Engineering Subconsultants
Task 1 - Project Management and Planning $ 107,909 $ 110,450 $ 21,600 Task 2 - Design Field Investigations $ 58,109 $ 217,748 $ - Task 3 - Workshops $ 105,168 $ 162,700 $ 9,600
Task 4 - Preliminary Standards Setting $ 143,952 $ 127,041 $ - Task 5 - Radio System Evaluation $ 182,060 $ 24,108 $ - Task 6 - Cyber Security $ 18,243 $ 20,828 $ 76,600
Task 7 - 30% Design $ 60,806 $ 135,320 $ 600
Task 8 - 60% Design $ 52,340 $ 210,438 $ 600
Task 9 - 85% Design $ 35,035 $ 214,948 $ 600
Task 10 - Kickoff And Design Review Meetings $ 16,156 $ 20,844 $ - Task 11 - Interim Design Specifications $ 8,636 $ 23,880 $ - Task 12 - Cost Estimating And Optimizations $ 47,106 $ 41,538 $ - Task 13 - GMP And Scope Development $ 85,083 $ 23,545 $ - Task 14 - Add Flowmeters $ 7,576 $ 9,164 $ -
Task 15 - Evaluate Cameras $ 61,649 $ 49,186 $ -
Task 16 - As-built Documentation for Network - Jennings/Sutter $ 65,905 $ 40,004 $ - Totals $ 1,055,732 $ 1,431,742 $ 109,600
HSQ Allowance (including markup) $ 82,500
Total Cost $ 2,679,574