Agenda packet, first session — Modesto City Council, June 6, 2023 (part 3 of 5)

On May 7, 2019, by Resolution No. 2019-234, Council accepted the Well 274 (subsurface improvements) Project as complete.

On December 7, 2021, by Resolution No. 2021-473, Council awarded a construction contract to W.M. Lyles Co., of Fresno, CA, in the amount of $2,683,800 plus $268,380 in contingency (if needed), for a total amount not to exceed $2,952,180, for the Grayson Well 69 (Replacing Well 274) Project.

On May 10, 2022, by Resolution No. 2022-222, Council approved an agreement with Brown & Caldwell, of Rancho Cordova, CA, for Construction Support Services for Grayson Well 69 (Replacing Well 274) in an amount not to exceed $176,383.

DISCUSSION:

The project was scheduled to be complete by February 15, 2023. Unfortunately, the project has experienced delays and changes that will affect the completion date. In an effort to be consistent with other similar City facilities, the City requested changes to the motor control center. Due to this request, it delayed the approval and procurement of the motor control center. Also, while the prerequisite closed-circuit television inspection of Well 69 was performed, the steel swab support pipe, left in-place by the well-driller, broke during the removal due to excessive corrosion.

Following the award of the contract to the Contractor, the San Joaquin Valley Air Pollution Control District (SJVAPCD) altered the allowable emissions levels for standby diesel generators. The new regulations require a higher tier generator than what was originally set for Grayson Well 69 which resulted in an additional cost of $160,621 above the original contract cost. The higher tier generator has a one-year lead time.

These unforeseen condition delays have resulted in an extended construction schedule and extended construction management services and inspections. Staff is recommending an amendment to the agreement with Brown & Caldwell, in the amount of $101,218, to cover the additional construction management and inspection services required to complete the project; an increase in the Director’s Authority to issue construction change orders from 10% ($268,380) to 15% ($402,570) of the original construction contract price of $2,683,800 with W.M. Lyles Co., of Fresno, CA; and an increase to the Staff hours budget to cover the extended time necessary to oversee the project through completion.

FISCAL IMPACT:

Expenses associated with this project are housed in the following Capital Improvement Program Project:
101080 Grayson Well 274 (Surface)

ANTICIPATED CONSTRUCTION PHASE EXPENDITURES
Brown & Caldwell Design and Construction Support Services Agreement $160,348
Additional Services $16,035
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City Council, June 6, 2023
First Amendment to Agreement with Brown & Caldwell
Construction Support Services for the Grayson Well 69 (Replacing Well 274)

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First Amendment $101,218
$277,601
Hazen & Sawyer Engineering Support During Construction
Agreement $332,470
Additional Services $33,247
$365,717
W.M. Lyles Co. Contractor
Construction Contract $2,683,800
Contingency – 10% $268,380
Contingency – Increase Director’s Authority to 15% $134,190 $3,086,370
City Staff Construction Administration $150,000
City Staff Engineering/Design/Administration $50,000
Total $3,929,688
A budget adjustment in the amount $435,408 from Water Fund Reserves will be necessary to fund the expanded scope of the Grayson Well 69 (Replacing Well 274) Project and cover the staff time required to manage the project through completion of the construction phase.

COMMITTEE RECOMMENDATION:

This project was presented to the Economic Development Committee (EDC) on November 6, 2019, as part of a report on upcoming construction projects. As stated in the EDC staff report, after the bids were received, staff presented this project directly to Council for award of the Construction Contract on May 10, 2022.

CEQA/NEPA REQUIREMENTS:

A CEQA Section 15302 Class 2(c) Statement of Exemption is on file with the Stanislaus County Recorder’s Office. The exemption covers the construction or replacement of utility systems or facilities with negligible or no expansion of service capacity.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving a First Amendment to the Agreement with Brown & Caldwell, of Rancho Cordova, CA, for Design and Construction Support Services for the Grayson Well 69 (Replacing Well 274) Project in the amount of $101,218, for an Agreement total amount not to exceed $277,601; and authorizing the City Manager, or his designee, to execute the Amendment.

Resolution authorizing an increase in the Director’s Authority to issue Change Orders for the Grayson Well 69 (Replacing Well 274) Project from 10% ($268,380) to 15% ($402,570) of the original Construction Contract amount of $2,683,800 with W.M. Lyles Co., of Fresno, CA.

Resolution amending the Fiscal Year 2022/23 Capital Improvement Program Budget in the amount of $435,408 to be transferred into the project from Water Fund Reserves in order to fund the Grayson Well 69 (Replacing Well 274) Project.
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City Council, June 6, 2023
First Amendment to Agreement with Brown & Caldwell
Construction Support Services for the Grayson Well 69 (Replacing Well 274)

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Approved by:

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

1. Resolutions (3)

2. Brown & Caldwell – Agreement

3. Brown & Caldwell – First Amendment & Exhibit
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06/06/2023/Utilities/WWong/Item XX 1 2023-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2023-?

RESOLUTION APPROVING A FIRST AMENDMENT TO THE AGREEMENT

WITH BROWN & CALDWELL, OF RANCHO CORDOVA, CA, FOR DESIGN AND CONSTRUCTION SUPPORT SERVICES FOR THE GRAYSON WELL 69 (REPLACING WELL 274) PROJECT IN THE AMOUNT OF $101,218, FOR AN AGREEMENT TOTAL NOT TO EXCEED $277,601; AND AUTHORIZING THE

CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE AMENDMENT WHEREAS, on May 10, 2022, per Resolution No. 2022-222, Council approved an agreement with Brown & Caldwell for Design and Construction Support Services for the Grayson Well 69 (Replacing Well 274) Project, in an amount not to exceed $160,348, and $16,035 in additional services at the City Manager’s discretion, and WHEREAS, the project has experienced delays and changes that will affect the completion date, and
WHEREAS, staff is recommending a first amendment to the agreement with Brown & Caldwell, in the amount of $101,218, to cover the additional construction management and inspection services required to complete the project, and WHEREAS, in accordance with Modesto Municipal Code 8-3.2504(a) Exceptions to Formal Bidding Requirements, this amendment to the agreement is for professional services and, therefore, exempt from the bid requirement.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves a First Amendment to the Agreement with Brown & Caldwell, for Design and Construction Support Services in an amount not to exceed $101,218 for the identified scope of services, for a revised maximum total amount of $277,601. #19..
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06/06/2023/Utilities/WWong/Item XX 2 2023-XX
BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the First Amendment to the Agreement in a form approved by the City Attorney.

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 6th day of June 2023, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: _______
DIANE NAYARES-PEREZ, City Clerk
(SEAL)
APPROVED AS TO FORM:

By:

JOSE M. SANCHEZ, City Attorney
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06/06/2023/Utilities/WWong/Item XX 1 2023-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2023-
RESOLUTION AUTHORIZING AN INCREASE IN THE DIRECTOR’S
AUTHORITY TO ISSUE CHANGE ORDERS FOR THE GRAYSON WELL 69 (REPLACING WELL 274) PROJECT FROM 10% ($268,380) TO 15% ($402,570) OF THE ORIGINAL CONSTRUCTION CONTRACT AMOUNT OF $2,683,800 WITH W.M. LYLES CO., OF FRESNO, CA
WHEREAS, the City’s “Change Order Approval Policy”, enacted by Council Resolution No. 1994-443 on July 19, 1994, and updated by Resolution No. 2019-326 on July 9, 2019, established a contract change order budget of 8% for construction contracts of this dollar value, and
WHEREAS, given the nature of this project being located at a critical facility, as well as do to the construction constrains and unknown conditions of underlying materials, additional work may be needed to address unexpected conditions that require changes in the project scope that may exceed the Director’s Authority of 8% ($214,704) of the contract amount of $2,683,800, and
WHEREAS, on December 7, 2021, by Resolution No. 2021-474, Council authorized an increase in the Director’s Authority to Issue Change Orders to 10% ($268,380) of the contract amount of $2,683,800, and
WHEREAS, the project has experienced delays and changes that will affect the completion date, and
WHEREAS, Staff is requesting an increase in the Director’s Authority to Issue Change Orders to 15% ($402,570).

NOW, THEREFORE BE IT RESOLVED by the Council of the City of Modesto that it hereby authorizes an increase of the Director of Utilities authority to issue change orders for the Grayson Well 69 (Replacing Well 274) Project from 10% ($268,380) to #19..
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06/06/2023/Utilities/WWong/Item XX 2 2023-XX
15% ($402,570) of the construction contract price of $2,683,800 with W.M. Lyles Co., of Fresno, CA.

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 6th day of June, 2023, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST:

DIANE NAYARES-PEREZ, City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: ____________________________________
JOSE M. SANCHEZ, City Attorney
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06/06/2023/Utilities/WWong/Item XX 1 2023-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2023-
RESOLUTION AMENDING THE FISCAL YEAR 2022/23 CAPITAL
IMPROVEMENT PROGRAM BUDGET IN THE AMOUNT OF $435,408 TO BE

TRANSFERRED INTO THE PROJECT FROM WATER FUND RESERVES IN ORDER TO FUND THE GRAYSON WELL 69 (REPLACING WELL 274)

PROJECT
WHEREAS, certain budgetary transactions are necessary in the amount of $435,408, in order to fund the Grayson Well 69 (Replacing Well 274) Project, and WHEREAS, the Fiscal Year 2022/23 Capital Improvement Program Budget must be amended.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the amendment of the Fiscal Year 2022/23 Capital Improvement Program Budget in the amount of $435,408.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to implement the provisions of this resolution. #19..
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06/06/2023/Utilities/WWong/Item XX 2 2023-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 6th of June 2023, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST:

DIANE NAYARES-PEREZ, City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: _______________________________________
JOSE M. SANCHEZ, City Attorney
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-1-

FIRST AMENDMENT TO THE AGREEMENT FOR

DESIGN AND CONSTRUCTION SUPPORT SERVICES FOR THE
GRAYSON WELL 69 (REPLACING WELL 274) PROJECT
This First Amendment to Agreement for Design and Construction Support Services is made with reference to the contractual agreement between the CITY OF MODESTO (“City”) and Brown and Caldwell, a California corporation (“Consultant”), entered into by the parties on the 10th day of May, 2022, hereinafter referred to as “Original Agreement”.

This First Amendment to Agreement for Design and Construction Support Services is made with regard to the following recitals:

A. The Original Agreement between City and Consultant was approved via Council Resolution No. 2022-222.

B. Paragraph no. 9 “AMENDMENTS” of the Original Agreement acknowledges the parties understand it may become desirable or necessary for City or Consultant to modify the scope of services provided for under the Agreement and any such modification must be in writing signed by both parties.

C. Paragraph no. 3 “COMPENSATION” of the Original Agreement for Consultant Services specifies the sum of ONE HUNDRED SIXTY THOUSAND THREE HUNDRED FORTY-EIGHT AND 00/100 DOLLARS ($160,348) as the total compensation Consultant agrees to accept for performing all services and furnishing all staffing and materials for the project as well as performance by Consultant of all of its duties and obligations required in the Original Agreement.

D. On or about February 24, 2023 Consultant submitted to the City a budget augmentation for additional tasks requested by the City to be added to the Original Agreement for the completion of work related to the Grayson Well 69 (Replacing Well 274) Project, #19..
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attached hereto as Exhibit “1” and incorporated herein by this reference. Exhibit “1” identifies additional tasks to be performed by Consultant as well as Consultant’s costs for each additional task.

E. The estimated additional tasks result in increased costs as follows:

Phase Phase Description Amount
001 CM & Administration $101,218
F. The aforementioned estimated additional tasks increase the amount of the Original Agreement by ONE HUNDRED ONE THOUSAND TWO HUNDRED EIGHTEEN AND 00/100 DOLLARS ($101,218). The amounts listed above are the estimated level of effort for each task. In no case shall the total fee exceed the total contract amount under the Original Agreement, including Additional Services as authorized, and this First Amendment to Agreement without memorializing an additional written amendment to the original contract and must be signed by both parties.

G. The parties to the Original Agreement and to this First Amendment to Agreement now understand and agree that it is necessary to modify paragraph no. 1 entitled “SCOPE OF SERVICES” of the Original Agreement.

H. The parties to the Original Agreement and to this First Amendment to Agreement now understand and agree it is necessary to modify paragraph no. 3 entitled “COMPENSATION” of the Original Agreement.

I. The parties to the Original Agreement and to this First Amendment to Agreement further understand and agree the Original Agreement is modified solely by the modifications contained in this First Amendment to Agreement and in no other way whatsoever. #19..
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NOW, THEREFORE, in consideration of this First Amendment to Agreement, and the mutual promises, covenants, and stipulations contained in the Original Agreement for Design and Construction Support Services and this First Amendment to Agreement, the parties agree as follows:

1. The parties agree that each of the recitals set out above is factually true and correct.

2. Paragraph 1 entitled “SCOPE OF SERVICES” 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 the Original 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”. The Consultant shall perform the services as described in the aforementioned Exhibit “A” and Exhibit “1” in a manner compatible with the standards of its profession and shall produce a fully complete project as described in Exhibit “A” and Exhibit “1” acceptable to City.

3. Paragraph no. 3 entitled “COMPENSATION” 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.
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Consultant agrees to perform the work on a time and materials basis not to exceed TWO HUNDRED SEVENTY-SEVEN
THOUSAND SIX HUNDRED ONE AND 00/100 DOLLARS
($277,601) (maximum compensation) for performing all services and furnishing all staffing and materials called for in Exhibits “A” and “B” to the Original Agreement and in Exhibit “1” to this First Amendment to Agreement as well as for performance by Consultant of all duties and obligations under the Original Agreement and the First Amendment to Agreement.

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 and this First 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 and Exhibit “1” of the First Amendment to Agreement. Consultant shall prepare and City agrees to pay Consultant on time and materials for monthly billings, 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 and Exhibit “1” of this First Amendment to Agreement on the monthly billings, #19..
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which include detailed receipts for actual costs paid by CONSULTANT in the interest of the project.

4. Except as herein amended or modified, the provisions of the Original Agreement are expressly reaffirmed and remain in full force and effect to the extent they are not in conflict with this First Amendment.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this First Amendment to Agreement for Inspection and Assessment 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 BROWN AND CALDWELL has caused this First Amendment to Agreement to be duly executed in duplicate. #19..
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11020 White Rock Road, Suite 200
Rancho Cordova, CA 95670
T | 916.444.0123
February 24, 2022
City of Modesto -
Utilities Department
1010 Tenth Street, Suite 4600
Modesto, CA 95353
Attn: Pete Kambel, Senior Civil Engineer

Subject: Grayson Well 69 – Revised Request for Additional Construction Management Services
Dear Mr. Kambel,
As discussed at our meeting on December 6, 2022, our original budget, including the ten percent (10%) contingency, will be exhausted by the end of February 2023. Also, as discussed and per the City’s request on February 22, 2023, we have revised our previous amendment request that was submitted on December 20, 2022. We request the City move to approve an amendment in the amount of $101,218 to extend our services through forecasted project completion. Our proposed estimate is attached and below is narrative justifying our request.

Brown & Caldwell (BC) has been managing our budget and working diligently to balance our level of effort with the expended working days. Our most recent Progress Billing No. 09 for services through January 26, 2023 shows that we have expended 95% of our budget. As of that same date, one hundred and eighty-seven (187) working days have expired and nineteen non-working days have been granted. This represents ninety-four (94%) of the original two hundred and twenty (220) total working days.

Unfortunately, the project has experienced delays and changes that have pushed and will continue to push out the project completion date. These events have prolonged our time of performance and increased our level of effort. These events are summarized below.

Changes to the Motor Control Center (MCC) and Change of Conditions at Well 69 Early in the project the City requested changes to the MCC and programming to be consistent with other similar City facilities. These changes delayed MCC and RTU approval and procurement. Also, while performing the prerequisite closed-circuit television (CCTV) inspection of Well 69, the steel swab support pipe (left in-place by the well-driller) broke during removal due to excessive corrosion. Specialty subcontractors, additional planning, and extra work was performed to retrieve the stuck swab. A time-impact analysis of these concurrent events justified forty (40) additional working days and revised the substantial completion date from mid-February to mid-April 2023.

Changes to Allowable Generator Emission Levels
After contract award to the Contractor the San Joaquin Valley Air Pollution Control District (SJVAPCD) changed allowable emissions levels for standby diesel generators. New regulations require a higher tier generator. The higher tier generator has a one-year lead time. We anticipate the project will enter a temporary suspension between substantial completion and generator delivery. We anticipate some additional working days will be granted to account for inefficiencies associate with project shutdown and restart. During the suspension there will some, albeit minimal, additional level of effort required of BC.

EXHIBIT 1
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Contractor’s Performance of the Work
The Contractor has not maintained their schedule. Lookahead schedules have slipped, and analysis of the current schedule shows the Contractor approximately three weeks behind schedule. We are working with the Contractor to recover, but we feel schedule will continue to be a challenge.

Delays in Electrical Equipment Procurement
Several critical electrical components have been delayed. BC has verified these delays are consistent with current industrywide trends. These delays include the following:

Item Anticipated Delivery Date
Variable frequency drive for well pump May 2023
Automatic Transfer Switch June 2023
Circuit Breaker Switchboard Sept 2023
Tier 4 Generator Jan 2024
Based on the above events we have prepared the attached proposed amendment estimate. It details anticipated staff hours per month from March 2023 to an assumed Final Completion in March 2024.

Our estimate supports $101,218 of additional services needed to complete the project as currently anticipated.

We hope you find our request fair and reasonable. Please feel free to contact me with any questions or concerns you may have regarding this matter.

Sincerely,
Stephen Walters, PE
Construction Manager
Attachment: Proposed Amendment No. 1 – Revision 1
Cc: Miguel Alverez – City of Modesto, File
EXHIBIT 1
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Phase Phase Description
Mar Apr May June July Aug Sept Oct Nov Dec Jan Feb Mar APC Total
ODCs
Total
Expense
Effort
001 CM & Administration
Construction Manager 40 40 40 40 40 40 20 2 2 2 2 20 20 308 286.14$ $88,131 $2,464 $2,464 $2,464 $90,595 Deputy Construction Manager 0 208.42$ $0 $0 $0 $0 $0
Project Analyst 1 1 1 1 1 1 1 1 1 9 121.55$ $1,094 $72 $72 $72 $1,166 Project Administer 8 8 8 8 8 8 8 4 8 68 118.53$ $8,060 $544 $544 $544 $8,604 Project Biller 1 1 1 1 1 1 1 1 1 9 86.75$ $781 $72 $72 $72 $853 GRAND TOTAL 50 50 50 50 50 50 30 2 2 2 2 26 30 394 $98,066 $3,152 $3,152 $3,152 $101,218 Compensation Notes and Assumptions:
1) Hours and dollars are rounded to the nearest whole number. 2)3)4)5) $8 per hour associated project cost (APC) includes costs related to project infrastructure and support (i.e. computers, email, telephone, cell phones and reproduction).

Deputy Construction Manager position included to provide staffing flexibility. Hours for this position will be "as needed" and in lieu of the Construction Manager hours. BC will request and the City shall authorize use of the position prior to charging hours to the project. Compensation to provide construction management services required for the project shall be on a time and material basis for the necessary personnel. The above cost proposal is developed to determine a "Not to Exceed" contract value. Estimated hours and totals by individuals and months may need to be periodically rebalance during the course of the contract.

The above estimate is based on the following. BCs original budget and the 10% additional services have been exhausted in February 2023. The Work is Substantially Complete by end of September 2023. The change order generator is delivered by February 2024. Final Completion and closeout is achieved by the end of March 2024.

Proposed Amendment No. 1 - Revision 1
Construction Management Services for Grayson Well 69 Surface Improvements 2023 2024 Reimbursable Expenses
Total
Labor
Hours Rate
Staff Classification Total Labor
Effort
Total
Effort
2/24/2023
EXHIBIT 1 #19..
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 6, 2023
Date: May 10, 2023
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Progressive Design-Build Agreement with TelStar Instruments, Inc.

Supervisory Control and Data Acquisition (SCADA) System Replacement Project CONTACT: Juan Ochoa, Associate Engineer, [email protected], 209-577-5423 DESCRIPTION:

Consider approving a Progressive Design-Build Agreement with TelStar Instruments, Inc. of 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., of Tucson, AZ, for a total amount not to exceed $406,663. (Funding Source: Water and 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 SCADA system, an independent review of its current capabilities, and a thorough assessment of current and anticipated SCADA needs was required.
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City Council, June 6, 2023
Progressive Design-Build Agreement with TelStar Instruments, Inc.

Supervisory Control and Data Acquisition (SCADA) System Replacement Project

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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 progressive 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 (PLCs), 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 public works projects in excess of $50,000 are competitively bid, unless the Council approves an exception for a particular project by ordinance.
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City Council, June 6, 2023
Progressive Design-Build Agreement with TelStar Instruments, Inc.

Supervisory Control and Data Acquisition (SCADA) System Replacement Project

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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) RFPs.

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 unique, the process to negotiate and draft a final agreement with TelStar Instruments has taken much longer than it would for a typical project.

The D-B team’s 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 the Pre-Construction Phase (Phase 1), the D-B team will provide the following: (a) perform design development; (b) perform pre-construction services; and (c) prepare, submit, and #20..
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City Council, June 6, 2023
Progressive Design-Build Agreement with TelStar Instruments, Inc.

Supervisory Control and Data Acquisition (SCADA) System Replacement Project

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negotiate a commercial proposal for the Design-Build Phase Services, including a Guaranteed Maximum Price (GMP). Should the City find the GMP acceptable, an amendment to the Progressive Design-Build 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:

The total estimated cost for the Pre-Construction (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-Construction phase is budgeted in the current FY 22-23 Capital Improvement Program in the following project:
101292 - SCADA System Replacement

ANTICIPATED PRE-DESIGN AGREEMENT EXPENDITURES
Pre-Construction Phase Services Agreement – Telstar/ArcSine $2,679,574 Contingency (10%), if needed $267,957
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Progressive Design-Build Agreement with TelStar Instruments, Inc.

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City Staff Time $201,252
Technical Advisor Services – EMA $369,694
Additional Services (10%), if needed $36,969
TOTAL $3,555,446
Council approval at this time will only be for the Pre-Construction (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.

COMMITTEE RECOMMENDATION:

This item was considered by the Economic Development Committee at the May 1, 2023 meeting where it was recommended that it be forwarded to Council CEQA/NEPA REQUIREMENTS:

Award of Progressive Design-Build Agreement and authorization to commence Pre-Construction (Phase 1) will not have any impact on the environment, since it will only result in the preparation of plans based 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 COUNCIL ACTION:

Staff Recommendations:

Resolution awarding 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.

Resolution approving an Agreement with EMA, Inc., Tucson, AZ for 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.

Resolution amending the Fiscal Year 2022-23 Capital Improvement Program Budget in the amount of $6,453,441 to be transferred into the Project from Water and Wastewater Reserves to fund Phase 1 of the Progressive Design-Build Agreement for the SCADA System Replacement Project and authorizing the City Manager, or his Designee, to implement the provisions of this Resolution.

Approved by:

William Wong, Director of Utilities
Joseph P. Lopez, City Manager
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Progressive Design-Build Agreement with TelStar Instruments, Inc.

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Attachments:

1. Resolutions (3)

2. TelStar Instruments - Progressive Design-Build Agreement & Exhibits

3. EMA - Technical Advisor Services Agreement & Exhibits #20..
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06/06/2023/Utilities/JOchoa/Item XX 1 2023-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2023-

RESOLUTION AWARDING 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
WHEREAS, in 2015, the City solicited requests for proposals (RFPs) for Consultant Services to conduct a Supervisory Control and Data Acquisition (SCADA), System audit and staff recommended retaining EMA, who was the most qualified consultant, per Administrative Directive 3.1, and
WHEREAS, in 2016, by Resolution No. 2016-236, Council approved an agreement with EMA who conducted a City-wide SCADA System audit to independently review the existing SCADA system that concluded the City would have to migrate to another system to achieve the performance requirements for a functional, modern, secured, and reliable SCADA system, and
WHEREAS, in 2017, Council was informed about the SCADA System Audit issues and the need for developing a Master Plan for the SCADA System Upgrade, and WHEREAS, in 2017, EMA Consulting Services was approved by Resolution No. 2017-429 for developing, the Master Plan for the SCADA System Upgrade, and WHEREAS, 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 competitively bid. Under the Modesto Municipal Code (MMC), all public works projects in excess of $50,000 are competitively bid, unless the Council approves an exception for a particular project by ordinance, and #20..
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06/06/2023/Utilities/JOchoa/Item XX 2 2023-XX
WHEREAS, in 2019, the City Ordinance amended Section 8-3.102(aa) of Article 1, of Chapter 3 of Title 8 of the MMC to authorize the use of Design-Build (D-B) procurement for the SCADA System Replacement Project in accordance with the requirements of Public Contract Code section 22160 et seq., and WHEREAS, D-B is a method of contracting whereby a single entity is hired to both design and construct a project; and
WHEREAS, in 2020, by Resolution 2020-414, Council approved an agreement with Carollo Engineers, Inc for Design-Build Owner Advisor Services for the SCADA System Replacement Project and helped develop the D-B Request for Proposal (RFP), and
WHEREAS, staff recommends pursuing a D-B approach that expedites the design and construction process through implementation of a single D-B entity, and WHEREAS, the D-B method minimizes risk with delivery of project, project schedule, procurement of bid items, decreased disputes, and improve communication, and WHEREAS, in 2021, the City issued a D-B RFP via the Planet Bids website and received two RFPs, and
WHEREAS, in 2021, a committee consisting of City of Modesto Utilities Staff reviewed, scored, and ranked the two firms, and deemed TelStar Instruments, Inc (Concord, CA) and ArcSine Engineering (Redding, CA) the most qualified to provide Progressive Design-Build Services for the SCADA System Replacement Project, and WHEREAS, the scope-of-work for the SCADA Project will be completed in two distinct phases under a single Progressive D-B Agreement between the City and D-B Team, and
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06/06/2023/Utilities/JOchoa/Item XX 3 2023-XX
WHEREAS, the TelStar Instruments will carry out the Pre-Construction (Phase I) of the agreement that entails design development and prepare & negotiate a commercial proposal for the Construction Phase Services for the new SCADA System Replacement Project that includes a Guaranteed Maximum Price (GMP), and WHEREAS, the Pre-Construction (Phase I) of the SCADA System Replacement Project costs will be equally shared between the water fund and wastewater fund, and WHEREAS, the City Council’s approval of the GMP is required before the Construction Phase (Phase II) of the project may begin; and WHEREAS, in accordance with Modesto Municipal Code (MMC) 8-3.102(aa) of Article 1, of Chapter 3 of Title 8 of the MMC authorizes the use of Design-Build procurement for the SCADA System Replacement Project, and WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $50,000 for material, equipment, or contractual services to follow the formal bid procedures, and
WHEREAS, an Award of Proposal and Agreement for Progressive Design-Build Services for the Utilities Department with TelStar Instruments, Inc., of Concord, CA, conforms to the Modesto Municipal Code because the City complied with the formal bid procedures and TelStar Instruments, Inc. was the highest ranked proposal based on the evaluation criteria, and
NOW, THEREFORE BE IT RESOLVED, by the Council of the City of Modesto that it hereby approves an Agreement with Telstar Instruments, Inc of Concord, CA in the amount of $2,679,574, plus $267,957 in additional services (if needed), for a total amount #20..
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06/06/2023/Utilities/JOchoa/Item XX 4 2023-XX
not to exceed $2,947,531 for the Design-Build Agreement for SCADA System Replacement Project.

BE IT FURTHER RESOLVED, that the City Manager, or his designee, is hereby authorized to execute the agreement in a form approved by the City Attorney.

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 6th day of June 2023, by Council member?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: ____________________________________
DIANE NAYARES-PEREZ, City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: ____________________________________
JOSE M. SANCHEZ, City Attorney
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06/06/2023/Utilities/JOchoa/Item XX 1 2023-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2023-
RESOLUTION APPROVING AN AGREEMENT WITH EMA, INC., TUCSON, AZ FOR 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
WHEREAS, the City uses a Supervisory Control and Data Acquisition (SCADA) System to operate over 200 water, wastewater, and storm drain facilities, and WHEREAS, 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, and WHEREAS, the 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, and
WHEREAS, 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, and WHEREAS, due to staffing and lack of in-house expertise of SCADA projects, as well as the size and complexity of the project, construction and engineering support during construction will be needed, and
WHEREAS, staff recommends approving the Agreement with EMA for technical support services during pre-construction and construction for the SCADA System Replacement Project, and
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06/06/2023/Utilities/JOchoa/Item XX 2 2023-XX
WHEREAS, 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.

NOW, THEREFORE BE IT RESOLVED, by the Council of the City of Modesto that it hereby approves an Agreement with EMA, Inc., in the amount of $369,694, plus $36,969 in additional services (if needed), for a total amount not to exceed $406,663 for the SCADA System Replacement Project.

BE IT FURTHER RESOLVED, that the City Manager, or his designee, is hereby authorized to execute the agreement in a form approved by the City Attorney.

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: ____________________________________
DIANE NAYARES-PEREZ, City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: ____________________________________
JOSE M. SANCHEZ, City Attorney
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06/06/2023/Utilities/JOchoa/Item XX 1 2023-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2023-
RESOLUTION AMENDING THE FISCAL YEAR 2022-23 CAPITAL
IMPROVEMENT PROGRAM BUDGET IN THE AMOUNT OF $6,453,441 TO

BE TRANSFERRED INTO THE PROJECT FROM WATER AND
WASTEWATER RESERVES TO FUND PHASE 1 OF THE PROGRESSIVE

DESIGN-BUILD AGREEMENT FOR THE SCADA SYSTEM REPLACEMENT

PROJECT AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE,

TO IMPLEMENT THE PROVISIONS OF THIS RESOLUTION
WHEREAS, certain budgetary transactions are necessary in the amount of $6,453,441, in order to fund the Supervisory Control and Data Acquisition (SCADA) System Replacement Project, and
WHEREAS, the Fiscal Year 2022-23 Capital Improvement Program Budget must be amended.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the amendment of the Fiscal Year 2022-23 Capital Improvement Program Budget in the amount of $6,453,441.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to implement the provisions of this resolution. #20..
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06/06/2023/Utilities/JOchoa/Item XX 2 2023-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 6th of June 2023, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST:

DIANE NAYARES-PEREZ, City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: _______________________________________
JOSE M. SANCHEZ, City Attorney
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EXHIBIT 1
Project Criteria
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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.
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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 .........................................................................................22 Control Philosophy .............................................................................................22 Cybersecurity Considerations.............................................................................23 Disaster Recover / Business Continuity ..............................................................23 Documentation...................................................................................................24 System Maintenance and Service Level Expectations ........................................24 Training Considerations .....................................................................................25 #20..
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Vision and Strategy ............................................................................................25 SECTION 4. FUTURE OPPORTUNITIES...................................................................................26 Leveraging SCADA For Maintenance...................................................................26 Logging of Water Quality Samples .......................................................................26 Operational Optimization – Water Distribution......................................................26 Operational Optimization – Wastewater Collections .............................................26 Enhanced Operations – Wastewater Treatment ...................................................27 Data Integration ...................................................................................................27 SECTION 5. SCADA MAINTENANCE STAFFING AND WORKFLOW.......................................28 Future SCADA Maintenance Model......................................................................28 Centralized SCADA Support ................................................................................29 Operational Group SCADA Support .....................................................................30

TABLE OF FIGURES
Figure 5-1: SCADA Support / Maintenance Future State ...........................................................29 #20..
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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 #20..
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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. #20..
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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. #20..
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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 #20..
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SCADA System Vision
The City of Modesto SCADA system Vision is:

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.
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• 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.
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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.
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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.
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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”. #20..
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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.
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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
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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.
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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.
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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.
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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.
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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. #20..
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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.
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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.

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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
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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).
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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.
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• 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.

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.
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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.

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.
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• 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.

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.
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C. SCADA System Support Priority: Medium
• Be self-reliant for SCADA system support.

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.
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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.
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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
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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 #20..
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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
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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.
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EXHIBIT 2
Pre-Construction Phase Services
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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
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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.
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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
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❖ 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
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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 #20..
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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 #20..
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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.
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❖ 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
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❖ 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.
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❖ 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
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❖ 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. #20..
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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.
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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
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❖ 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.

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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
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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
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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
#20..
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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
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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
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TABLE 1 - DELIVERABLES

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
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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
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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
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TABLE 3 - DRAWING DELIVERABLES

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
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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
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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
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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

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CITY OF MODESTO SCADA SYSTEM UPGRADE PROJECT

PRECONSTRUCTION ESTIMATING
September 3, 2021; Revised December 6, 2021; Revised February 4, 2022; Revised June 29, 2022; Revised September 2, 2022; Revised December 22, 2022 Project
Manager
Deputy
Project
Manager
Senior/Field
Engineer
Senior
Programmer
Principal
Engineer
Senior/Field
Engineer
Associate
Engineer
Senior
Programmer Designer Drafting Clerical
$226 $185 $185 $197 $226 $185 $143 $197 $125 $108 $88
Task 1 - Project Management and Planning
Layout, Coordinate, Manage the Work (12 months+/-) 24 60 $ - 60 30 12 20 $ - $ - Initial Schedule Development 4 8 $ - 8 8 2 $ - $ -
Update Schedule, Monthly 4 $ - 6 12 12 $ - $ -
Develop Project Management Plan / Execution Plan 4 32 16 $ - 12 2 14 5 $ - $ - Develop Submittal Procedures 8 8 $ - 1 2 2 1 $ - $ -
Develop Quality Management Procedures 8 16 $ - 1 2 1 $ - $ - Develop Project Documentation Plan 16 $ - 1 $ - $ -
Develop Procurement Buyout Plan 16 $ - 1 $ - $ -
Develop Construction Management Plan 8 24 $ - 1 2 2 1 $ - $ - Develop Project Safety Plan 12 $ - 1 $ - $ -
Constructability Reviews 12 12 12 $ - 12 12 $ - $ -
Monthly Status Reports 8 $ - 6 6 4 12 $ - $ -
Weekly Check-in Meetings 24 24 $ - 52 52 26 $ - $ -
E-mail and Telephone Correspondence 24 24 $ - 52 26 52 26 52 $ - $ - Partnering Sessions (Kickoff and 3 Follow-up Sessions) 32 32 $ 2,000 32 $ 1,000 $ 21,600 Task 1 -Hours 124 272 76 0 246 46 178 42 0 0 132
Task 1 - Subtotals $ 28,024 $ 50,320 $ 14,060 $ - $ 2,000 $ 55,596 $ 8,510 $ 25,454 $ 8,274 $ - $ - $ 11,616 $ 1,000 $ 21,600 $ 300 $ 13,205 $ 239,959 Task 2 - Design Field Investigations (all sites)
Assemble/Organize Documents We Have $ - 2 8 8 $ - $ -
Information Request $ - 3 4 2 3 $ - $ -
Receive Drawings, Organize $ - 2 8 8 4 2 $ - $ -
Coordination (over the course of the work) $ - 8 12 12 4 $ - $ - Preparation/Categorize $ - 8 8 8 8 4 $ - $ -
Field Investigations: Remote Sites 16 8 80 $ 3,250 180 300 300 $ 24,000 $ - Field Investigations: Treatment Plants 8 8 40 $ 1,750 40 40 40 $ 4,000 $ - Debrief, Summarize Field Notes, Filing $ - 8 16 16 8 2 $ - $ - Task 2 -Hours 24 16 120 0 251 392 396 2 0 20 15
Task 2 - Subtotals $ 5,424 $ 2,960 $ 22,200 $ - $ 5,000 $ 56,726 $ 72,520 $ 56,628 $ 394 $ - $ 2,160 $ 1,320 $ 28,000 $ - $ 750 $ 21,775 $ 275,857 Task 3 - Workshops
Typical Workshop (Assume 3-4 hours each): $ - $ - $ -
Assemble Materials, Agenda $ - 1 4 6 $ - $ -
Coordinate Details $ - 2 2 $ - $ -
Workshop (including getting there) 6 6 2 2 $ 250 6 6 $ 250 $ 9,600 Develop Minutes, Distribute $ - 2 2 1 $ - $ -
Receive Comments, Incorporate $ - 2 2 1 $ - $ -
Totals per Workshop 6 6 2 2 $ 250 13 0 10 4 6 0 4 $ 250 $ 9,600 Number of Workshops: 25
Task 3 -Hours 150 150 50 50 325 0 250 100 150 0 100
Task 3 - Subtotals $ 33,900 $ 27,750 $ 9,250 $ 9,850 $ 6,250 $ 73,450 $ - $ 35,750 $ 19,700 $ 18,750 $ - $ 8,800 $ 6,250 $ 9,600 $ 938 $ 17,230 $ 277,468 Task 4 - Standards
SCADA/HMI Configuration Standards $ - $ - $ -
Outline, Review Existing $ - 8 24 6 $ - $ -
Develop Initial Content, Including Example Screens 8 $ - 8 40 4 $ - $ - Assemble Other Examples $ - 8 16 2 $ - $ -
Preparation for Workshops $ - 18 6 18 9 12 $ - $ -
Conduct Workshops, Three (covered under task 3) $ - $ - $ - Edit Standards 4 8 $ - 8 8 24 8 $ - $ -
Various Submissions $ - 8 8 12 8 $ - $ -
Receive Comments; Address $ - 8 8 12 4 $ - $ -
Unlisted $ - 8 8 8 8 $ - $ -
Tagging and Identification Standards $ - $ - $ -
Investigations and Assessments $ - 8 8 16 $ - $ -
Lay Out TM $ - 8 8 6 $ - $ -
Conduct Workshop (covered under task 3) $ - $ - $ -
Expand TM $ - 4 16 4 4 $ - $ -
Review, Revise, Submit 4 8 $ - 4 4 4 3 $ - $ -
Conduct Workshop (covered under task 3) $ - $ - $ -
Develop Preliminary Standards 4 $ - 4 6 2 3 $ - $ -
Review, Submit 2 4 $ - 2 4 2 $ - $ -
Receive Comments, Make Punchlist $ - 2 2 2 1 $ - $ -
PLC Programming Standards $ - $ - $ -
Outline 16 $ - 4 6 2 $ - $ -
Review Existing Programs and Perform Field Investigations 24 72 $ - $ - $ - Develop Initial Content 16 $ - $ - $ -
Assemble Other Examples 24 $ - $ - $ -
Preparation for workshops 16 $ - $ - $ -
Conduct Workshop (covered under task 3) $ - $ - $ -
Edit Standards 4 80 $ - 8 8 8 $ - $ -
Telstar Instruments Subconsultant: ArcSine Engineering
Extended $
15% Markup
on Telstar
Expenses $
Other SubConsultants
10% Markup
on SubExpenses Expenses Consultants

Page 1 of 4 ends

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CITY OF MODESTO SCADA SYSTEM UPGRADE PROJECT

PRECONSTRUCTION ESTIMATING
September 3, 2021; Revised December 6, 2021; Revised February 4, 2022; Revised June 29, 2022; Revised September 2, 2022; December 22, 2022; Revised March 28, 2023 Project
Manager
Deputy
Project
Manager
Senior/Field
Engineer
Senior
Programmer
Principal
Engineer
Senior/Field
Engineer
Associate
Engineer
Senior
Programmer Designer Drafting Clerical
$226 $185 $185 $197 $226 $185 $143 $197 $125 $108 $88 Extended $ 15% Markup
on Telstar
Expenses $
Other SubConsultants
10% Markup
on SubExpenses Expenses Consultants
Various Submissions 40 $ - $ - $ -
Receive Comments; Address 2 16 $ - 8 8 8 $ - $ -
Unlisted 8 $ - $ - $ -
PLC Hardware Evaluation $ - $ - $ -
Consult with Hardware Vendors and Perform Evaluation 4 8 8 $ - 4 4 $ - $ - Conduct Workshop (covered under task 3) $ - $ - $ -
Prepare TM Documenting Recommendations 4 8 8 $ - 2 2 $ - $ - Control Panel Standards $ - $ - $ -
Develop Initial Content 16 $ - $ - $ -
Assemble Other Examples 16 $ - $ - $ -
Preparation for Workshops 16 $ - $ - $ -
Conduct Workshop (covered under task 3) $ - $ - $ -
Edit Standards 8 4 24 $ - 8 8 4 $ - $ -
Receive Comments; Address 8 16 $ - 6 6 2 2 $ - $ -
Loop Drawing Standards $ - $ - $ -
Develop Initial Content 16 $ - $ - $ -
Assemble Other Examples 16 $ - $ - $ -
Preparation for Workshops 16 $ - $ - $ -
Conduct Workshops, Three (covered under task 3) $ - $ - $ - Edit Standards 8 4 24 $ - 8 8 4 $ - $ -
Receive Comments; Address 8 16 $ - 6 6 2 2 $ - $ -
Test Plan Outline $ - $ - $ -
Develop Test Plan Outline 12 8 $ - 6 6 2 $ - $ -
Develop Example Test Forms 12 8 $ - 2 2 $ - $ -
Design Standards $ - $ - $ -
Outline Standards $ - 4 8 2 4 $ - $ -
Assemble Reference Documents $ - 2 4 4 6 2 $ - $ -
Develop Draft Standards, Review 4 8 $ - 4 12 6 4 8 4 $ - $ - Submit $ - 1 1 1 $ - $ -
Cover as an Adjunct in the Workshops (covered under task 3) $ - $ - $ - Revise $ - 6 6 4 2 4 4 $ - $ -
Resubmit $ - 1 2 1 2 $ - $ -
Receive Comments, Incorporate $ - 1 2 2 2 $ - $ -
Task 4 -Hours 84 8 224 352 186 35 106 248 0 35 122
Task 4 - Subtotals $ 18,984 $ 1,480 $ 41,440 $ 69,344 $ - $ 42,036 $ 6,475 $ 15,158 $ 48,856 $ - $ 3,780 $ 10,736 $ - $ - $ - $ 12,704 $ 270,993 Task 5 - Radio System Evaluation
Review Existing Documentation for Radio Network 40 $ - $ - $ - Perform Needs Assessment with Operations Staff 8 8 40 8 $ - $ - $ - Model Existing Communications System 80 $ 3,600 $ - $ - Perform Field Radio Path Surveys for Radio System 320 $ 14,700 $ - $ - Evaluate Alternate Technologies 8 8 80 16 $ - 4 16 4 8 4 $ - $ - Revise Communication Modeling 40 $ - $ - $ -
Conduct Workshop (covered under task 3) $ - $ - $ -
Perform Secondary Field Radio Patch Surveys 32 $ 2,800 $ - $ - Prepare Report Documenting Study and Recommendations 8 8 80 16 $ - 4 16 4 8 4 $ - $ - Receive Comments; Address 32 $ - $ - $ -
Incorporate the Results on to the Design Drawings $ - 4 24 12 40 $ - $ - Task 5 -Hours 24 24 744 40 12 56 20 16 0 40 8
Task 5 - Subtotals $ 5,424 $ 4,440 $ 137,640 $ 7,880 $ 21,100 $ 2,712 $ 10,360 $ 2,860 $ 3,152 $ - $ 4,320 $ 704 $ - $ - $ 3,165 $ 2,411 $ 206,168 Task 6 - Cyber Security
Preliminary Coordination and Identification of Key Stakeholders 2 $ - 4 8 4 $ 3,200 Data Review & and Development of Preliminary Requirements 2 2 4 $ 6,400 Workshop - Requirement Review and Collaboration with Key Stakeholders Draft High-Level Existing Architecture (ICS/Purdue Model Format) 2 2 4 4 4 $ 4,200 Select Applicable Security Control Requirements 2 2 6 $ 6,200 Generate Preliminary Recommendations 2 8 2 8 4 $ 21,600 Draft Preliminary High-Level Proposed Architecture (ICS/Purdue Model) 2 2 2 $ 5,200 Workshop - Review Plan with Key Stakeholders
Develop and Submit TM Draft 4 8 8 16 4 $ 10,400
Receive and Incorporate Comments 2 4 $ 5,200
Workshop - Review Final TM with Stakeholders
Submit TM Final 2 8 8 8 4 $ 4,800
Advise Telstar Team During Preliminary Design $ 9,400
Task 6 -Hours 0 14 0 30 34 0 0 56 0 0 24
Task 6 - Subtotals $ - $ 2,590 $ - $ 5,910 $ - $ 7,684 $ - $ - $ 11,032 $ - $ - $ 2,112 $ - $ 76,600 $ - $ 9,743 $ 115,671 Task 7 - 30% Design
Lay Out the Deliverable $ - 4 8 4 4 $ - $ -
Cover Sheet $ - 1 1 2 $ - $ -
Legends $ - 1 1 2 $ - $ -
Site Location Maps (4 sheets) $ - 4 16 16 $ - $ -

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CITY OF MODESTO SCADA SYSTEM UPGRADE PROJECT

PRECONSTRUCTION ESTIMATING
September 3, 2021; Revised December 6, 2021; Revised February 4, 2022; Revised June 29, 2022; Revised September 2, 2022; December 22, 2022; Revised March 28, 2023 Project
Manager
Deputy
Project
Manager
Senior/Field
Engineer
Senior
Programmer
Principal
Engineer
Senior/Field
Engineer
Associate
Engineer
Senior
Programmer Designer Drafting Clerical
$226 $185 $185 $197 $226 $185 $143 $197 $125 $108 $88 Extended $ 15% Markup
on Telstar
Expenses $
Other SubConsultants
10% Markup
on SubExpenses Expenses Consultants
Block Diagrams (6 sheets) $ - 8 16 $ - $ 600
P&ID's Remote Sites (21 sheets) 16 8 $ - 16 40 20 80 $ - $ - P&ID's Treatment Plants (17 sheets, refer to 60%) $ - $ - $ - Control Diagrams Remote Sites (21 sheets) 8 4 $ - 6 30 30 80 $ - $ - Control Diagrams Treatment Plants (11 sheets, refer to 60%) $ - $ - $ - Panel Elevations Remote Sites (21 sheets, refer to 60%) $ - $ - $ - Panel Elevations Treatment Plants (11 sheets, refer to 60%) $ - $ - $ - Specifications (see list) 4 4 $ - 8 16 8 8 16 $ - $ -
Control Strategies, As-Is 8 4 $ - 16 16 16 16 $ - $ -
Control Strategies, As-Desired (refer to 60%) $ - $ - $ - Assemble Package for Internal Review $ - 4 4 $ - $ -
Review and Revisions 8 4 $ - 6 8 8 8 8 $ - $ -
Submit $ - 1 4 4 2 $ - $ -
Review Long Lead Item List 2 4 $ - 1 1 1 1 $ - $ -
Prepare Maintenance of Operations Plans 16 8 32 40 $ - 21 50 42 18 20 $ - $ - SCADA Network And Telemetry Upgrade Plan 16 40 $ - 8 16 16 $ - $ - Implementation Alternatives, Review Prior Work $ - 8 8 8 2 $ - $ - Brainstorm In-house 8 $ - 8 8 8 8 2 $ - $ -
Conduct Workshop (covered under task 3) $ - $ - $ -
Assemble Results in a Brief Technical Memorandum $ - 4 8 4 2 $ - $ - Coordinate, Review, Revise $ - 2 4 2 4 $ - $ -
Task 7 -Hours 84 34 76 40 123 212 97 115 8 232 65
Task 7 - Subtotals $ 18,984 $ 6,290 $ 14,060 $ 7,880 $ - $ 27,798 $ 39,220 $ 13,871 $ 22,655 $ 1,000 $ 25,056 $ 5,720 $ - $ 600 $ - $ 13,592 $ 196,726 Task 8 - 60% Design
60% Design Documents 24 8 $ - 93 146 96 56 8 214 65 $ - $ 600 P&ID's Treatment Plants (17 sheets) $ - 15 60 75 $ - $ - Control Diagrams Treatment Plants (11 sheets) $ - 6 24 30 $ - $ - Panel Elevations Remote Sites (21 sheets) 8 4 $ - 40 60 $ - $ - Panel Elevations Treatment Plants (11 sheets) 8 4 $ - 6 24 30 $ - $ - Sequencing Drawings (6 sheets) 8 4 $ - 12 18 $ - $ -
Unique Remote Site Drawings (40 sheets) $ - 20 80 100 $ - $ - SCADA Migration Approach and Cutover Plan 16 24 $ - 8 16 24 $ - $ - Data Migration Plan 16 24 $ - 8 16 24 $ - $ -
Task 8 -Hours 80 20 0 48 156 418 96 104 8 527 65
Task 8 - Subtotals $ 18,080 $ 3,700 $ - $ 9,456 $ - $ 35,256 $ 77,330 $ 13,728 $ 20,488 $ 1,000 $ 56,916 $ 5,720 $ - $ 600 $ - $ 21,104 $ 263,378 Task 9 - 85% Design
85% Design Documents 40 24 $ - 140 386 96 56 8 527 44 $ - $ 600 Report Definition $ - $ - $ -
Obtain Existing Reports and Permits $ - 2 4 2 2 $ - $ 600 Interview Staff $ - 2 4 4 $ - $ -
Review Reports $ - 1 4 6 $ - $ -
Review Permits $ - 1 4 6 $ - $ -
Assess Tags in Use $ - 1 6 2 $ - $ -
Develop Preliminary Requirements $ - 2 4 4 $ - $ -
Prepare for Workshops $ - 2 4 $ - $ -
Conduct Workshops, Two (covered under Task 3) $ - $ - $ - Write Preliminary Control Strategies $ - 4 6 4 $ - $ -
Review, Revise $ - 4 4 4 $ - $ -
Submit Draft $ - 4 4 4 $ - $ 600
Receive Comments $ - 2 4 2 $ - $ -
Revise $ - 2 2 2 $ - $ 600
Develop Draft Compliance Matrix (at 85% only). Submit. $ - 6 8 8 6 $ 600 $ - Task 9 -Hours 40 24 0 0 0 173 386 120 116 8 527 74
Task 9 - Subtotals $ 9,040 $ 4,440 $ - $ - $ - $ 39,098 $ 71,410 $ 17,160 $ 22,852 $ 1,000 $ 56,916 $ 6,512 $ - $ 600 $ - $ 21,555 $ 250,583 Task 10 - Kickoff And Design Review Meetings
Typical Meeting $ - $ - $ -
Prepare $ - 2 2 2 $ - $ -
Conduct Meeting 8 8 $ 200 8 8 $ 200 $ -
Develop Minutes $ - 1 2 2 $ - $ -
Coordination $ - 1 1 1 $ - $ -
Totals per Meeting 8 8 0 0 $ 200 12 0 13 0 0 0 5 $ 200 $ - Kickoff Meeting 8 8 0 0 $ 200 12 0 13 0 0 0 5 $ 200 $ - Design Review Meetings: 3 24 24 0 0 $ 600 36 0 39 0 0 0 15 $ 600 $ - Task 10 -Hours 32 32 0 0 48 0 52 0 0 0 20
Task 10 - Subtotals $ 7,232 $ 5,920 $ - $ - $ 800 $ 10,848 $ - $ 7,436 $ - $ - $ - $ 1,760 $ 800 $ - $ 120 $ 2,084 $ 37,000 Task 11 - Interim Design Specifications
Allowance to be applied As-needed 8 8 16 $ - 40 40 24 8 16 8 $ - $ - Task 11 -Hours 8 8 16 0 40 40 24 8 0 16 8
Task 11 - Subtotals $ 1,808 $ 1,480 $ 2,960 $ - $ - $ 9,040 $ 7,400 $ 3,432 $ 1,576 $ - $ 1,728 $ 704 $ - $ - $ - $ 2,388 $ 32,516 Task 12 - Cost Estimating And Optimizations

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CITY OF MODESTO SCADA SYSTEM UPGRADE PROJECT

PRECONSTRUCTION ESTIMATING
September 3, 2021; Revised December 6, 2021; Revised February 4, 2022; Revised June 29, 2022; Revised September 2, 2022; December 22, 2022; Revised March 28, 2023 Project
Manager
Deputy
Project
Manager
Senior/Field
Engineer
Senior
Programmer
Principal
Engineer
Senior/Field
Engineer
Associate
Engineer
Senior
Programmer Designer Drafting Clerical
$226 $185 $185 $197 $226 $185 $143 $197 $125 $108 $88 Extended $ 15% Markup
on Telstar
Expenses $
Other SubConsultants
10% Markup
on SubExpenses Expenses Consultants
Initial Cash-Flow Forecast 4 4 $ - 2 4 1 $ - $ -
Formulate Written Cost Estimating Position (project cost model) 8 8 8 $ - 8 8 4 4 $ - $ - Review, Revise 2 2 $ - 2 2 2 $ - $ -
Submit 1 1 $ - 1 2 2 $ - $ -
Meeting (virtual) 2 2 $ - 2 2 $ - $ -
Revise 2 2 $ - 2 2 2 $ - $ -
Resubmit 1 1 $ - 1 2 1 $ - $ -
Value-Engineering (VE) Meetings (qty. 6) 24 12 12 12 $ - 24 24 12 6 $ - $ - 30% Cost Estimate, Including Cash-Flow Forecast 4 4 $ - 4 4 4 2 3 $ - $ - 60% Cost Estimate, Including Cash-Flow Forecast 4 4 $ - 4 4 4 2 3 $ - $ - 85% Cost Estimate, Including Cash-Flow Forecast 8 8 $ - 4 4 4 2 3 $ - $ - 30% VE Development 8 8 4 4 $ - 8 4 4 2 $ - $ -
60% VE Development 8 8 4 4 $ - 8 4 4 2 $ - $ -
85% VE Development 8 8 4 4 $ - 8 4 4 2 $ - $ -
Task 12 -Hours 84 72 32 24 78 46 20 46 6 0 31
Task 12 - Subtotals $ 18,984 $ 13,320 $ 5,920 $ 4,728 $ - $ 17,628 $ 8,510 $ 2,860 $ 9,062 $ 750 $ - $ 2,728 $ - $ - $ - $ 4,154 $ 88,644 Task 13 - GMP And Scope Development
Develop Detailed Scope 8 8 8 8 $ - 4 8 8 4 $ - $ -
Develop Detailed Estimate 40 40 $ - 4 6 3 $ - $ -
Seek Out Pricing 40 40 40 40 $ - 2 4 2 $ - $ -
Define Supervisory Infrastructure, Licensing, Allowances (coordinate among team members) 8 8 8 8 $ - 4 16 2 $ - $ - Address Performance Criteria 4 4 $ - 2 4 2 1 $ - $ -
Coordinate with Team Members, Gaps/Overlaps 4 4 $ - 4 4 2 $ - $ - Undertake a Risk/Variance Analysis (internal) 4 4 $ - 4 4 2 $ - $ - Revise 4 4 $ - 2 4 2 1 $ - $ -
Develop Major Milestones 8 8 $ - 2 2 2 1 $ - $ -
Package and Submit Draft 4 8 $ - 1 2 2 $ - $ -
Review Meeting (assume virtual) 8 8 4 4 $ - 4 4 4 $ - $ - Adjustments, Coordination, Finalize 8 8 4 4 $ - 2 4 2 $ - $ - Task 13 -Hours 140 136 72 64 35 16 34 28 5 0 19
Task 13 - Subtotals $ 31,640 $ 25,160 $ 13,320 $ 12,608 $ - $ 7,910 $ 2,960 $ 4,862 $ 5,516 $ 625 $ - $ 1,672 $ - $ - $ - $ 2,355 $ 108,628 Task 14 - Add Flow Meters
Field Investigations (four sites) $ - 8 $ 250 $ -
Drawings Development $ - 8 8 $ - $ -
Scoping 12 $ - 10 $ - $ -
Cost Estimation 16 $ - 8 $ - $ -
Unlisted 8 $ - 8 $ - $ -
Task 14 -Hours 0 0 36 0 0 42 8 0 0 0 0
Task 14 - Subtotals $ - $ - $ 6,660 $ - $ - $ - $ 7,770 $ 1,144 $ - $ - $ - $ - $ 250 $ - $ - $ 916 $ 16,740 Task 15 - Evaluate Cameras
Receive wish list, evaluations as scope 8 8 44 $ - 8 52 $ - $ - Preparation and workshop 8 16 $ 750 8 16 $ 750 $ -
Conceptual design, as scoped 8 72 $ - 8 72 $ - $ -
Preparation and workshop 8 8 $ 500 8 8 $ 500 $ -
Scoping and pricing 8 42 $ - 8 16 $ - $ -
Preparation and workshop 8 8 $ 500 8 8 $ 500 $ -
Rescope, re-estimate 8 16 $ - 8 $ - $ -
Unlisted 8 16 $ - 8 8 $ - $ -
Task 15 -Hours 8 64 222 0 56 188 0 0 0 0 0
Task 15 - Subtotals $ 1,808 $ 11,840 $ 41,070 $ - $ 1,750 $ 12,656 $ 34,780 $ - $ - $ - $ - $ - $ 1,750 $ - $ 263 $ 4,919 $ 110,835 Task 16 - As-built Documentation for Network - Jennings/Sutter Review existing documentation 8 16 $ - 8 16 $ - $ -
Field Investigation 40 200 $ 7,500 16 64 $ 2,500 $ -
Drafting as-built documents 24 $ - 160 $ - $ -
Task 16 -Hours 0 48 240 0 24 80 0 0 0 160 0
Task 16 - Subtotals $ - $ 8,880 $ 44,400 $ - $ 7,500 $ 5,424 $ 14,800 $ - $ - $ - $ 17,280 $ - $ 2,500 $ - $ 1,125 $ 4,000 $ 105,909 Totals - Hours 882 922 1908 648 1787 1957 1401 881 185 1557 683 Totals - Fee $ 199,332 $ 170,570 $ 352,980 $ 127,656 $ 44,400 $ 403,862 $ 362,045 $ 200,343 $ 173,557 $ 23,125 $ 168,156 $ 60,104 $ 40,550 $ 109,600 $ 6,660 $ 154,134 $ 2,597,074 Cost Proposal Notes:

1. The task-by-task figures do not comprise individual not-to-exceed costs. Budgets may be moved amongst tasks, by the consultant, to accommodate overs/unders which are expected.

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EXHIBIT 3

GENERAL CONDITIONS OF THE

CONTRACT BETWEEN

OWNER AND DB ENTITY

TABLE OF CONTENTS
ARTICLE 1 – DEFINITIONS AND TERMINOLOGY
ARTICLE 2 – PRELIMINARY
ARTICLE 3 – CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE ARTICLE 4 – AVAILABILITY OF LANDS; DIFFERING SITE CONDITIONS; REFERENCE POINTS; HAZARDOUS ENVIRONMENTAL CONDITIONS
ARTICLE 5 – BONDS AND INSURANCE
ARTICLE 6 – DB ENTITY'S RESPONSIBILITIES
ARTICLE 7 – OTHER CONSTRUCTION
ARTICLE 8 – OWNER'S RESPONSIBILITIES
ARTICLE 9 – CHANGES IN THE WORK; CLAIMS
ARTICLE 10 – COST OF THE WORK; CASH ALLOWANCES; UNIT PRICE WORK ARTICLE 11 – CHANGE OF CONTRACT PRICE; CHANGE OF CONTRACT TIME(S) ARTICLE 12 – TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR

ACCEPTANCE OF DEFECTIVE WORK
ARTICLE 13 – PAYMENTS TO DB ENTITY AND COMPLETION
ARTICLE 14 – SUSPENSION OF WORK AND TERMINATION
ARTICLE 15 – CLAIMS AND DISPUTE RESOLUTION
ARTICLE 16 – MISCELLANEOUS
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GENERAL CONDITIONS OF THE

CONTRACT BETWEEN

OWNER AND DB ENTITY
ARTICLE 1 – DEFINITIONS AND TERMINOLOGY

1.01 Defined Terms
A. Wherever used in the Contract Documents and printed with initial capital letters, the following terms have the meanings indicated which are applicable to both the singular and plural thereof. In addition to terms specifically defined, terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms.

1. Addenda: Written or graphic instruments issued prior to the opening of Proposals which clarify, correct or change the Request for Proposals or the Contract Documents.

2. Agreement: The written instrument which is evidence of the agreement between Owner and DB Entity covering the Work.

3. Application for Payment: The form which is to be used by DB Entity in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Contract Documents.

4. Asbestos: Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration.

5. Bonds: Performance and payment bonds and other instruments of security.

6. Change Order: A written order which, when signed by Owner, authorizes an addition, deletion or revision in the Work, or an adjustment in the Contract Price or the Contract Time(s), issued on or after the Effective Date of the Agreement.

7. City: Another name for "Owner" that may be used in Technical Requirements. See definition for "Owner." City or Owner may be used interchangeably throughout the Contract Documents.

8. Construction: The part of the Work that is the result of performing or furnishing of labor, the furnishing and incorporating of materials and equipment into the Work and the furnishing of services (other than Design Professional Services) and documents, all as required by the Contract Documents.

9. Construction Subagreement: A written agreement between DB Entity and a construction Subcontractor for provision of Construction.
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10. Contract: The entire and integrated written agreement between Owner and DB Entity concerning the Work. The Contract supersedes prior negotiations, representations, or agreements, whether written or oral.

11. Contract Documents: Those items so designated in the Agreement. Only printed or hard copies of the items listed in the Agreement are Contract Documents.

12. Contract Price: The moneys payable by Owner to DB Entity for completion of the Work in accordance with Article 4 of the Agreement.

13. Contract Price Proposal: The document submitted by DB Entity setting forth, among other things, the design concepts, proposed prices, and other conditions for the Work to be performed thereunder.

14. Contract Time(s): The Scheduled Substantial Completion Date and Scheduled Final Acceptance Date.

15. Contractor: Another name for "DB Entity" that may be used in Technical Requirements.

See definition for "DB Entity." Contractor and DB Entity may be used interchangeably throughout Contract Documents.

16. DB-Related Entity: DB Entity, Design Sub-consultants, Subcontractors, Suppliers, and anyone for whose acts any of them may be legally or contractually responsible.

17. Delay Liquidated Damages: Those liquidated damages set forth in Section 3.4 of the Agreement.

18. DB Entity: The individual or entity with whom Owner has entered into the Agreement.

There may be instances in Technical Requirements where the DB Entity is referred to as "Contractor."

19. Design Professional Services: That part of the Pre-Construction Phase Services and tthat part of the Work comprised of services relating to the preparation of Drawings, Specifications, and other design submittals specified by the Contract Documents and required to be performed by licensed design professionals, as well as other services provided by or for licensed design professionals as part of the Work.

20. Design Sub-agreement: A written agreement between DB Entity and a Design Subconsultant for provision of Design Professional Services.

21. Design Sub-consultant: A qualified, licensed design professional, eligible to provide professional engineering, architectural and/or land surveying services in California, who is not an employee of DB Entity, but is retained by DB Entity to furnish design services on the Project through a Design Sub-agreement.
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22. Drawings: Consists of drawings, diagrams, illustrations, schedules and other data which show the scope, extent, and character of the Work.

23. Effective Date of the Agreement: The date that the Contract is executed by both Owner and DB Entity.

24. Effective Date of the Contract Price Proposal: The date that the Contract Price Proposal is executed by both Owner and DB Entity.

25. Field Order: A written order issued by Owner which orders minor changes in the Work but which does not involve a change in the Contract Price or the Contract Time(s).

26. Final Acceptance: The written notice from Owner to DB Entity pursuant to Paragraph

13.08 of the General Conditions that Owner is satisfied that the Work has been completed and DB Entity's other obligations under the Contract Documents have been fulfilled.

27. Final Drawings and Specifications: Those Drawings and Specifications that will be approved by Owner and will become Contract Documents for the Design-Build Phase of the Project.

28. General Conditions: The General Conditions of the Contract between Owner and DB Entity included as part of the Contract Documents.

29. Hazardous Environmental Condition: The presence at the Site of Hazardous Materials in such quantities or circumstances that may present an imminent or substantial danger to persons or property exposed thereto on connection with the Work.

30. Hazardous Materials: Collectively, Asbestos, Hazardous Waste, PCB's, Petroleum Products, Radioactive Materials and other materials, waste, substances and chemicals deemed to be hazardous under applicable Laws or Regulations.

31. Hazardous Waste: The term Hazardous Waste shall have the meaning provided in Section 25117 of the California Health and Safety Code as amended from time to time.

32. Indemnified Parties: Owner and all of its representatives, appointed and elected officials, officers, employees, authorized agents, consultants (including Owner’s Advisor), and other duly authorized representatives.

33. Laws and/or Regulations: Any and all applicable laws, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities and courts having jurisdiction.

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35. Milestone: Completion date(s), if any, specified as “Milestones” in Article 6 of the Agreement and relating to an intermediate completion date or time prior to Substantial Completion of all the Work.

36. Notice to Proceed (“NTP”): A written notice given by Owner to DB Entity, which notice is the date on which the Contract Time(s) will commence to run and is the date on which DB Entity shall start to perform the Work.

37. Owner: City of Modesto. There may be instances in Technical Requirements where the Owner is referred to as "City."

38. Owner's Advisor: Carollo Engineers, Inc.

39. Partial Utilization: Use by Owner of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work.

40. PCBs: Polychlorinated biphenyls.

41. Progress Payment Schedule: A schedule prepared by DB Entity and acceptable to Owner indicating that portion of the Contract Price to be paid for each major component of the Work.

42. Project: Supervisory Control and Data Acquisition (“SCADA”) Upgrade Project.

43. Scheduled Final Acceptance Date: The date set forth in Article 13 of the Agreement by which Final Acceptance shall be achieved.

44. Scheduled Substantial Completion Date: The date set forth in the Contract Documents by which the Work shall be substantially complete.

45. Site: Lands or other areas designated in the Contract Documents as being furnished by Owner upon which Construction is to be performed, including rights-of-way and easements for access thereto, and such other lands furnished by Owner which are designated for use of DB Entity. The lands or other areas may not be contiguous, but are collectively referred to as the Site.

46. Specifications: Those Submittals prepared by or for DB Entity and approved by Owner consisting of written technical descriptions of materials, equipment, construction systems, standards and workmanship as applied to the Work and certain administrative details applicable thereto.

47. Subcontractor or Sub-consultant: An individual or entity other than a Design Subconsultant or Supplier having a direct contract with DB Entity or with any other Subcontractor for the performance of a part of the Work. #20..
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50. Submittal: A written or graphic document prepared by or for DB Entity which is required by the Contract Documents to be submitted to Owner by DB Entity. Submittals may include Drawings, Specifications, progress schedules, shop drawings, samples, cash flow projections, and Schedules of Values. Except for the Contract Price Proposal Documents and the Final Drawings and Specifications, Submittals are not Contract Documents.

51. Substantial Completion: The time at which the Work (or a specified part) has progressed to the point where it is sufficiently complete, in accordance with the Contract Documents, so that the Work (or a specified part) can be utilized for the purposes for which it is intended. The terms "substantially complete" and "substantially completed" as applied to all or part of the Work refer to Substantial Completion thereof.

52. Supplier: A manufacturer, fabricator, supplier, distributor, materialman or vendor having a direct contract with DB Entity or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by DB Entity or any Subcontractor.

53. Technical Requirements: The Technical Requirements shall govern the Design-Build Phase, and shall be developed as part of the Contract Price Proposal. The Owner and DB Entity shall agree upon the Technical Requirements prior to the Owner’s acceptance of the Contract Price Proposal.

54. Unit Price Work: Work to be paid for on the basis of unit prices.

55. Work: All Design Professional Services, Construction, and other obligations to be performed by DB Entity under the Contract Documents, including without limitation project management, supervision, training, testing, commissioning, and all other services and deliverables required by Contractor to achieve Final Acceptance of the Project in accordance with the Contract Documents. The Work shall consist of both the Design-Build Phase Services and the Pre-Construction Phase Services.

56. Work Change Directive: A written directive to DB Entity, issued on or after the Effective Date of the Agreement and signed by Owner ordering an addition, deletion or revision in the Work, or responding to differing site conditions under which the Work is to be performed or to emergencies. A Work Change Directive will not change the Contract Price or the Contract Time(s), but is evidence that the parties expect that the change directed or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Time(s).

57. Work Product: All Drawings, Specifications, Submittals, and other documents and data identified in the Contract Documents as being prepared or furnished by DB Entity and submitted to Owner.
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1.02 Terminology
A. The words and terms discussed in Paragraph 1.02.B are not defined terms, but when used in the Contract Documents have the indicated meanings.

B. Intent of Certain Terms or Adjectives:

1. The word "day" shall constitute a calendar day of 24 hours measured from midnight to the next midnight.

2. The word "defective," when modifying the word "Construction" refers to Construction that is unsatisfactory, faulty, or deficient in that it does not conform to the Contract Documents, or does not meet the requirements of any inspection, reference standard, test or approval referred to in the Contract Documents, or has been damaged prior to Final Acceptance (unless responsibility for the protection thereof has been assumed by Owner at Substantial Completion) provided that the defect was not caused by Owner.

3. The word "furnish," when used in connection with services, materials, or equipment, shall mean to supply and deliver said services, materials or equipment to the Site (or some other specified location) ready for use or installation and in usable or operable condition.

4. The word "install," when used in connection with services, materials, or equipment, shall mean to put into use or place in final position said services, materials or equipment or equipment complete and ready for intended use.

5. The words "perform" or "provide" when used in connection with services, materials, or equipment, shall mean to furnish and install said services, materials, or equipment complete and ready for intended use.

6. When "furnish," "install," "perform," or "provide" is not used in connection with services, materials, or equipment in a context clearly requiring an obligation of DB Entity, "provide" is implied.

7. Unless stated otherwise in the Contract Documents, words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with that meaning.

ARTICLE 2 – PRELIMINARY MATTERS

2.01 Delivery of Bonds, Insurance Certificates and Insurance Declaration Page(s) A. When DB Entity delivers the executed Agreement to Owner, DB Entity shall also deliver to Owner:
(a) an updated letter from DB Entity’s surety or sureties verifying that DB Entity has bonding capacity #20..
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of TWENTY MILLION DOLLARS ($20,000,000) available for this Project; (b) certificates of insurance and the insurance declaration page(s) for the insurance requirements and policies set forth herein which DB Entity is required to purchase and maintain in accordance with Article 5.

2.02 Commencement of Work; Notice to Proceed
A. DB Entity shall commence the Work in accordance with Contract Documents.

2.03 Intent of the Contract Documents
A. The Contract Documents are complementary; what is required by one shall be as binding as if required by all.

B. All Work that may reasonably be inferred from the Contract Documents or from prevailing custom or trade usage as necessary to properly execute and complete the Work to conform to the requirements of the Contract Documents shall be provided by DB Entity with no change in the Contract Price or Contract Time. Additionally:

1. Arrangement and titles of drawings and organization of the specifications into divisions, sections and articles in the Contract Documents shall not be construed as segregating the various units of material and labor, dividing the Work among Subcontractors, or establishing the extent of Work to be performed by any trade.

DB Entity may arrange and delegate the Work in conformance with trade practices, but DB Entity shall be responsible for completion of all Work in accordance with the Contract Documents.

2. Before undertaking the Work, DB Entity shall carefully study and compare the Contract Documents and check and verify pertinent figures therein and all applicable field measurements. DB Entity shall promptly report in writing to Owner any conflict, error, ambiguity, or discrepancy which DB Entity may discover and shall obtain a written interpretation or clarification from Owner before proceeding with any Work affected thereby.

2.04 Submission of Schedules
A. The schedules set forth below shall be included in the Contract Price Proposal:

1. A progress schedule indicating the times (numbers of days or dates) for starting and completing the various stages of the Work, including the Scheduled Substantial Completion Date upon which the proposal and progress schedule is based;

2. A schedule of Submittals which will list each required Submittal and the times for submitting, reviewing and processing each Submittal;
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3. A Progress Payment Schedule for all of the Work which will include quantities and prices of items which when added together equal the Contract Price and subdivides the Work into component parts in sufficient detail to serve as the basis for progress payments during performance of the Work; and

4. A cash flow projection estimating that portion of the Contract Price to be due during each month of performance.

2.05 Applicable Owner Policies
A. DB Entity hereby agrees to be bound by all applicable Owner policies and standards of conduct.

It is DB Entity’s responsibility to advise its employees, Design Subconsultants, Subcontractors, Suppliers, or hired workers of the nature of the Project, as described in the Contract Documents. Upon request, DB Entity shall, at its sole expense, conduct background checks for any DB Entity employee or hired worker providing services on the Project.

ARTICLE 3 – CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE

3.01 Intent of the Contract Documents
A. The Contract Documents are complementary; what is called for by one is as binding as if called for by all.

B. It is the intent of the Contract Documents, including but not limited to the Final Drawings and Specifications (prepared during the Pre-Construction Phase), to describe a functionally complete Project (or part thereof) to be designed and constructed in accordance with the Contract Documents.

DB Entity will furnish or perform all labor, documentation, services, materials, and equipment that may reasonably be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the intended result whether or not specifically called for, at no additional cost to Owner.

3.02 Reference Standards
A. Standards, Specifications, Codes, Laws or Regulations.

1. Reference to standards, specifications, manuals or codes of any technical society, organization or association, or to Laws or Regulations, whether such reference be specific or by implication, shall mean (except as may be otherwise specifically stated in the Contract Documents) the standard, specification, manual, code, or Laws or Regulations in effect on the Effective Date of the Agreement.

2. No provision of any such standard, specification, manual, or code, or instruction of a Supplier, shall be effective to change the duties and responsibilities of Owner, DB Entity, or any of their subcontractors, consultants, agents, or employees from those set forth in the Contract Documents, nor shall it be effective to assign to Owner any duty or authority to supervise or direct the furnishing or performance #20..
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of the Work or any duty or authority to undertake responsibility inconsistent with the provisions of the Contract Documents.

3.03 Resolving Discrepancies
A. Except as otherwise specifically stated in the Contract Documents, the provisions of the Contract Documents shall take precedence in resolving any conflict, error, ambiguity, or discrepancy between the provisions of the Contract Documents and:

1. The provisions of any such standard, specification, manual, code, or instruction (whether or not specifically incorporated by reference in the Contract Documents); or

2. The provisions of any such Laws or Regulations applicable to the performance of the Work (unless such an interpretation of the provisions of the Contract Documents would result in violation of such Law or Regulation).

B. For the avoidance of doubt, in the event of a discrepancy between the Contract Price Proposal Documents on the one hand and the Drawings and Specifications on the other hand, the Contract Price Proposal Documents will control, except when Owner has accepted a Submittal pursuant to the Contract Documents.

3.04 Amending and Supplementing Contract Documents
A. The Contract Documents may be amended to provide for additions, deletions, and revisions in the Work or to modify the terms and conditions thereof in one or more of the following ways:

1. A Work Change Directive;

2. A Change Order;

3. A Field Order.

4. A written amendment executed by the Parties.

5. Owner’s acceptance of required Submittals pursuant to the Contract Documents.

3.05 Ownership and Use of Work Product
A. DB Entity hereby assigns to Owner all right, title and interest, including but not limited to any intellectual property rights, copyrights and/or patents, in all Work Product. All Work Product shall become the property of Owner upon the earlier of: (a) Owner’s payment to DB Entity of monies due in accordance with this Agreement; (b) the date any Work Product is delivered to Owner; or (c) upon termination of the Agreement pursuant to Article 14 below. #20..
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B. The Work Product is not intended or represented to be suitable for reuse by Owner or others on extensions of the Project or on any other project. Any reuse without written verification or adaptation by DB Entity for the specific purpose intended will be at Owner’s sole risk and without liability or legal exposure to DB Entity. DB Entity will be entitled to further compensation at rates to be agreed upon by Owner and DB Entity if it is asked by Owner to verify or adapt the Work Product for extensions of the Project or any other project.

C. DB Entity may make and retain copies of the Work Product for information, reference, and use on this Project by DB Entity and all other DB-Related Entities.

D. Owner acknowledges and agrees that in the performance of the services under this Agreement, DB Entity will use its proprietary algorithms, software, hardware, databases and other background technology that DB Entity or any other DB-Related Entity developed or licensed from third parties prior to the Effective Date of the Agreement (“Pre-Existing Technology”). Pre-Existing Technology used by a DB-Related Entity in connection with the Project shall remain the property of such DBRelated Entity, but DB Entity shall cause such DB-Related Entity to grant a non-exclusive, irrevocable, royalty-free license to Owner to use, copy or modify such Pre-Existing Technology solely with respect to this Project.

E. With respect to any intellectual property rights in software vested in any third party that are supplied to Owner by DB Entity as part of the Work, but not prepared, developed or modified under or in connection with this Project, DB Entity shall use all reasonable efforts to obtain from such third party such permission, waiver, or license as may be necessary to enable the software to be used, copied, or modified by Owner solely in connection with this Project.

3.06 Electronic Data
A. Copies of data furnished by Owner to DB Entity or by DB Entity to Owner that may be relied upon are limited to the printed copies (also known as hard copies). Files in electronic media format of text, data, graphics, or other types are furnished only for the convenience of the receiving party.

Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern.

B. Because data stored on electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving data in electronic format agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted the data thus transferred. Any errors detected within the 60- day acceptance period will be corrected by the transferring party.

C. When transferring documents in electronic media format, the transferring party makes no representations as to long term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the data’s creator.

ARTICLE 4 – CONSTRUCTION FACILITES; DIFFERING SITE CONDITIONS; #20..
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REFERENCE POINTS; HAZARDOUS ENVIRONMENTAL CONDITIONS

4.01 Construction FaciltiesA. DB Entity shall provide for all additional lands and access thereto that may be required for temporary construction facilities or storage of materials and equipment.

4.02 Differing Site Conditions
A. DB Entity shall promptly, but in no event later than ten (10) days, after discovery, and before the conditions are further disturbed, give a written notice to Owner of: (i) subsurface or latent physical conditions at the Site which differ materially from those indicated in the Contract Documents; or (ii) unknown physical conditions at the Site, of an unusual nature, which differ materially from those ordinarily encountered and generally recognized as inhering in work of the character called for by the Contract Documents.

B. Owner will investigate the Site conditions promptly after receiving the notice. If the conditions do materially so differ and cause an increase or decrease in DB Entity's cost of, or the time required for, performing any part of the Work, whether or not changed as a result of the conditions, an equitable adjustment shall be made under this clause and the Contract Price or Times modified in writing by Change Order in accordance with Article 9.

C. No request by DB Entity for an equitable adjustment under Paragraph 4.02 shall be allowed unless DB Entity has given the written notice required; provided that the time prescribed in Paragraph 15.02 for giving written notice may be extended by Owner.

D. The provisions of this Paragraph 4.02 are not intended to apply to a Hazardous Environmental Condition uncovered or revealed at the Site.

E. DB Entity shall not be entitled to any adjustment in the Contract Price or Contract Time(s) if: (a) DB Entity knew of the existence of such conditions as of the Effective Date of the Contract Price Proposal; or (b) the existence of such condition could reasonably have been discovered or revealed as a result of the examinations, investigations, explorations, tests or studies of the Site during DB Entity’s performance the Project.

F. In the event that a dispute arises between Owner and the DB Entity, whether the conditions materially differ, involve hazardous waste, or cause a decrease or increase in the DB Entity’s cost of or time required for performance of any part of the work, the DB Entity shall not be excused from any scheduled completion date provided for by the Construction Provisions but shall proceed with all work to be performed under the Construction Provisions. The DB Entity shall retain any and all rights provided either by contract or by law which pertain to the resolution of disputes and protests between the contracting parties.

4.03 Reserved

4.04 Hazardous Environmental Conditions at Site
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A. Owner represents to the best of its knowledge that a Hazardous Environmental Condition does not exist and it has disclosed to DB Entity the existence of all known Hazardous Materials located at the Site, including type, quantity, and location.

B. If DB Entity encounters any unknown Hazardous Environmental Conditions at the Site, it shall stop Work immediately in the affected part of the Work to the extent required to avoid any such safety or health hazard until it has taken such action as is necessary, in accordance with applicable Laws and Regulations, to protect the interests of any affected party. DB Entity shall, immediately upon encountering any Hazardous Environmental Conditions at the Site, notify Owner and, if required by Laws and Regulations, assist Owner in providing notifications to all governmental authorities having jurisdiction over the Project or Site.

C. DB Entity, working with Owner, shall take all necessary measures required to ensure that Hazardous Environmental Conditions are remediated or rendered harmless in accordance with applicable Laws and Regulations. DB Entity shall, as may be directed by Owner and prior to proceeding with any such work: (a) obtain all environmental site assessments of the affected property and submit copies of such assessments to Owner for its approval; (b) develop remediation plans for the Hazardous Environmental Conditions, subject to Owner’s approval; and (c) obtain on Owner’s behalf all applicable approvals of governmental authorities having jurisdiction over the Project or Site to implement such plans. During the period of any investigation and remediation efforts, DB Entity shall take all necessary measures to isolate and contain such Hazardous Environmental Conditions from the unaffected parts of the Work, and shall continue the Work to the maximum extent possible on unaffected parts of the Work.

D. Except for those Hazardous Environmental Conditions and Hazardous Materials set forth in Paragraph 4.04.E below, DB Entity will be entitled to submit a request for an adjustment to the Contract Price and/or Contract Time, in accordance with the requirements of these General Conditions, to the extent DB Entity’s cost and/or time of performance have been adversely impacted by the presence, removal or remediation of unknown Hazardous Environmental Conditions.

E. Notwithstanding anything to the contrary in this Paragraph 4.04, DB Entity shall bear full responsibility for the handling, treatment, storage, removal, remediation, avoidance, or other appropriate action (if any), with respect to: (a) any Hazardous Materials present at, on, in or under, or migrating and/or emanating to or from the Site, that were brought or caused to be brought on the Site by any act or omission of any DB-Related Entity; and (b) the creation or exacerbation of any Hazardous Environmental Condition due to the negligence, recklessness or willful misconduct of any DB-Related Entity. To the fullest extent permitted by Laws and Regulations, DB Entity shall indemnify, defend and hold harmless the Indemnified Parties from and against all claims, losses, damages, liabilities and expenses, including attorneys’ fees and expenses, arising out of or resulting from Items (a) and/or (b) above.

F. Nothing contained in this Paragraph 4.04 is intended to identify DB Entity as the generator of any pre-existing Hazardous Materials, except as set forth in applicable Legal Requirements.

ARTICLE 5 – BONDS AND INSURANCE
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5.01 Performance, Payment and Other Bonds
A. On or before the Effective Date of the Contract Price Proposal, DB Entity shall furnish performance and payment Bonds, each in an amount at least equal to one hundred percent (100%) of the Contract Price, as security for the faithful performance and payment of all DB Entity's obligations to furnish, provide and pay for the Work, including but not limited to all Design Professional Services.

The Performance Bond shall remain in effect at least until one (1) year after Final Acceptance.

Alternatively, DB entity may file with the City a Warranty Bond or equivalent security in the amount of ten percent (10%) of the cost of the contracted work to guaranty and warranty the contracted work for a period of one (1) year following Owner acceptance thereof against any defective work or labor done, or defective materials furnished. Such Warranty Bond must be filed with the City prior to Final Acceptance by the Owner. DB Entity shall also furnish such other Bonds as are required by the Contract Documents. The applicable section of California Civil Code Section 9550 et seq. shall apply.

B. All Bonds shall be executed by sureties that meet the following requirements:

1. hold a certificate of authority authorizing it to write surety bonds in California;

2. have twice the minimum surplus and capital required by the California insurance code at the time of the Effective Date of the Contract Price Proposal;

3. be in compliance with the provisions of the California insurance code;

4. hold a currently valid certificate of authority issued by the United States Department of the Treasury under 31 U.S.C. Sections 9304 to 9308; and

5. provide an affidavit executed by an officer of the surety bond insurer as evidence that the surety company is in compliance with the foregoing requirements.

All Bonds signed by an agent or attorney-in-fact must be accompanied by a certified copy of that individual's authority to bind the surety. The evidence of authority shall show that it is effective on the date the agent or attorney-in-fact signed each bond.

C. If the surety on any Bond furnished by DB Entity is declared a bankrupt or becomes insolvent or its right to do business is terminated in California or it ceases to meet the requirements of Paragraphs

5.01.B and 5.02, DB Entity shall within twenty (20) days thereafter substitute another Bond and surety, both of which shall comply with the requirements of Paragraphs 5.01.B and 5.02.

5.02 Licensed Sureties and Insurers
A. All Bonds and insurance required by the Contract Documents to be purchased and maintained by DB Entity shall be obtained from surety or insurance companies that are duly licensed or authorized to conduct business in the state of California. In addition, such sureties and insurance companies shall have an A.M. Best company rating of no less than A-:VII.

5.03 Certificates of Insurance
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A. DB Entity shall deliver to Owner, with copies to each additional insured and loss payee identified in the Contract Documents, certificates of insurance (and other evidence of insurance requested by Owner or any other additional insured or loss payee) which DB Entity is required to purchase and maintain. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by Owner before Work commence.

B. Failure of Owner to demand such certificates or other evidence of DB Entity's full compliance with these insurance requirements or failure of Owner to identify a deficiency in compliance from the evidence provided shall not be construed as a waiver of DB Entity's obligation to maintain such insurance.

C. The insurance and insurance limits required herein shall not be deemed as a limitation on DB Entity's liability under the indemnities granted to Owner and others in the Contract Documents.

5.04 DB Entity's Insurance
A. See Insurance Requirements in Exhibit 9.

5.05 Property Insurance
A. DB Entity will purchase and maintain property insurance upon Construction at the Site. Such insurance is in the amount of the full replacement cost. Such insurance shall:

1. include the interests of Owner, DB Entity, and any other persons or entities identified as a loss payee in the Contract Documents, each of whom is deemed to have an insurable interest to the extent of their actual loss.

2. be written on a Builder’s Risk “all risk” policy that shall at least include insurance for physical loss or damage to the Work, including any real or personal property delivered to the site and shall insure against at least the perils of fire, lightning, extended coverage, theft, vandalism and malicious mischief, flood, earthquake, collapse, debris removal, demolition occasioned by enforcement of Laws or Regulations, water damage and such other perils or causes of loss as may be specifically required by the Contract Documents;

3. include expenses incurred in the repair or replacement of any Owner’s property (including but not limited to fees and charges of Owner’s Advisor);

4. cover materials and equipment stored at the Site or at another location that was agreed to in writing by Owner prior to being incorporated in the Work, provided that such materials and equipment have been included in an Application for Payment recommended by Owner;
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5. includes the hazards usually contained in a boiler and machinery policy, and any additional property insurance as may be required by the Contract Documents or Laws or Regulations;

6. remain in effect and not be excluded by a “force majeure clause,” whether in these General Conditions or otherwise; and

7. be maintained in effect until Final Acceptance unless otherwise agreed to in writing by Owner and DB Entity with thirty days written notice to each other person or entity that is identified as a loss payee in the Contract Documents.

B. All the policies of insurance (and the certificates or other evidence thereof) required to be purchased and maintained by DB Entity in accordance with this Paragraph will contain a provision or endorsement that the coverage afforded will not be canceled, renewal refused, or reduced in coverage or limits, until at least 30 days' prior written notice has been given to Owner and to each other loss payee identified in the Contract Documents, and will contain waiver provisions in accordance with Paragraph 5.06.

C. Owner shall not be responsible for purchasing and maintaining any property insurance to protect the interests of any DB-Related Entity.

5.06 Waiver of Rights
A. Owner and DB Entity intend that all policies purchased in accordance with Paragraph 5.06 will protect Owner, Owner’s Advisor, DB Entity, and all DB-Related Entities, and will provide primary coverage for all losses and damages caused by the perils or causes of loss covered thereby. All such policies shall contain provisions to the effect that in the event of payment of any loss or damage the insurers will have no rights of recovery against any of the insureds or loss payees thereunder.

5.07 Acceptance of Bonds and Insurance; Option to Replace A. If Owner has any objection to the coverage afforded by or other provisions of the Bonds or insurance required to be purchased and maintained by DB Entity in accordance with Article 5 on the basis of their not complying with the Contract Documents, Owner shall notify DB Entity in writing within ten days after receipt of the certificates and insurance declaration page(s) required by Paragraph

2.01. DB Entity shall provide to Owner such additional information in respect of insurance provided as Owner may reasonably request. If DB Entity does not maintain all of the Bonds and insurance required by the Contract Documents, and without prejudice to any other right or remedy, Owner shall have the right to terminate DB Entity for cause under Paragraph 14.02.

ARTICLE 6 – DB ENTITY'S RESPONSIBILITIES

6.01 Design Professional Services
A. General:
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1. The standard of care for all Design Professional Services and performed or furnished by DB Entity under this Agreement will be the care and skill ordinarily used by members of the subject profession practicing under similar conditions at the same time and in the same locality. Notwithstanding the preceding sentence, if the Contract Price Proposal Documents contain specific performance standards, the services shall be performed to achieve such standards.

2. DB Entity shall comply with all California laws with respect to the practice of land surveying and professional engineering.

3. DB Entity assumes full responsibility for any portion or element of the Contract Documents that is incorporated into the Drawings and Specifications. For the avoidance of doubt, DB Entity shall be responsible hereunder for any errors in the Work Product developed through Design-Build Agreement.

4. Owner shall have the right to review and comment upon all DB Entity design documents, whether in draft or final form, including all field-directed amendments to the design, in order to confirm the compliance and consistency of the design documents with the Contract Documents. DB Entity shall give due consideration and provide written responses to any comments delivered by Owner as to DB Entity’s design Submittals. Neither compliance by DB Entity with the Contract Documents, nor review of and comment by Owner on DB Entity’s design documents, nor any failure or delay by Owner in commenting on any design Submittals, shall in any way relieve DB Entity of full responsibility for the design, construction, and performance of the Project in accordance with the Contract Documents.

5. Owner has made no representation or warranty to DB Entity that the information provided to DB Entity in the Contract Documents is correct, sufficient, complete or accurate. DB Entity shall, as part of the Design Professional Services, evaluate and validate any design criteria, requirements or other data and information provided in the Contract Documents, and, if it believes that there are errors, omissions, contradictions or any other problems in the Contract Documents, it shall notify Owner accordingly.

DB Entity assumes responsibility for the sufficiency, completeness, and accuracy of all Contract Documents, notwithstanding the fact that Owner provided such information. DB Entity shall have no right to claim or seek an adjustment to the Contract Price or Contract Time as the result of: (i) any incomplete, inaccurate, ambiguous, or inadequate information or requirements contained in or among any of the Contract Documents; or (ii) Owner’s review or approval of any Contract Documents.

B. Design-Build Services: DB Entity shall:

1. On the basis of the Contract Price Proposal Documents, prepare Final Drawings showing the scope, extent, and character of the Construction to be performed and furnished by DB Entity and Final Specifications (which will be prepared, where #20..
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appropriate, in general conformance with the format recommended by the Construction Specifications Institute);

2. Provide technical criteria, written descriptions, and design data required for obtaining approvals of such governmental authorities as have jurisdiction to review or approve the final design of the Project, and assist Owner in consultations with appropriate authorities;

3. Furnish the above documents, Drawings, and Specifications to and review them with Owner within the times indicated in the schedules described in Paragraph 2.04; and

4. Identify any deviations from other Contract Documents.

6.02 Supervision and Superintendence of Construction
A. DB Entity shall supervise, inspect, and direct the Construction competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to provide the Construction in accordance with the Contract Documents. DB Entity shall be solely responsible for the means, methods, techniques, sequences, and procedures of the Work. DB Entity shall be responsible to see that the completed Construction complies fully with the Contract Documents and shall keep Owner advised as to the quality and progress of the Construction.

B. At all times during the progress of Construction, DB Entity shall assign a competent resident superintendent who shall not be replaced without written notice to Owner except under extraordinary circumstances. The superintendent will be DB Entity's representative at the Site and shall have authority to act on behalf of DB Entity. All communications given to or received from the superintendent shall be binding on DB Entity. The superintendent shall be able to read, write, speak, and understand the English language.

6.03 Labor, Working Hours
A. DB Entity shall provide competent, suitably qualified personnel to perform the Work as required by the Contract Documents. DB Entity shall at all times maintain good discipline and order at the Site.

To the extent there is a conflict between the requirements of this Paragraph 6.03 and the applicable Laws and Regulations, the applicable Laws and Regulations shall control.

1. DB Entity shall remove from the Site any person in the employ of DB Entity or any Subcontractor or Consultant whom Owner may deem incompetent or unfit and such worker shall not again participate in the work and shall not again be employed on it except with written consent of Owner.

2. DB Entity shall take all reasonable steps necessary to ensure that any employees of DB Entity or any of its Subcontractors or Consultants report for work in a manner fit to do their job. Such employees: (i) shall not utilize tobacco on the Site, and (ii) shall not be under the influence of or in possession of any alcoholic beverage or any controlled substance (except a controlled substance as prescribed by a physician so long as the #20..
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performance or safety at the Site is not affected thereby). DB Entity shall advise its employees, Subcontractors, suppliers, and invitees of these requirements before they enter on the Site and shall immediately remove from the Site any person in violation of these requirements as determined by DB Entity or by Owner. DB Entity shall impose these requirements on its Subcontractors, suppliers, and other invitees. DB Entity shall execute, under penalty of perjury, the certification of a drug-free workplace and certification of a tobacco-free workplace on the forms provided herewith provided herewith.

3. DB Entity shall comply with the requirements in Section 9 of Technical Requirements relating to Funding Requirements.

B. Working Hours: As provided in Article 3 (commencing at Section 1810), Chapter 1, Part 7, Division 2 of the Labor Code, DB Entity stipulates that eight (8) hours of labor shall constitute a legal day’s work. The time of service of any worker employed at any time by DB Entity or by the work or upon any part of the work contemplated by this contract is limited and restricted to eight (8) hours during any one calendar day and forty (40) hours during any one calendar week, except as hereinafter provided. Notwithstanding the provisions hereinabove set forth, work performed by employees of DB Entities in excess of eight (8) hours per day and forty (40) hours during any one week upon this public work shall be permitted compensation of all hours worked in excess of eight (8) hours per day at not less than one and one-half times the basic rate of pay.

C. DB Entity shall pay to Owner a penalty of TWENTY-FIVE DOLLARS ($25.00) for each worker employed in the execution of these Contract Documents by DB Entity or by any Subcontractor for each calendar day during which such workman is required or permitted to work more than eight (8) hours in any calendar day and forty (40) hours in any one calendar week in violation of the provisions of Article 3 (commencing at Section 1810), Chapter 1, Part 7, Division 2 of the Labor Code, unless compensation to the worker so employed by DB Entity is not less than one and one-half (1-1/2) times the basic rate of pay for all hours worked in excess of eight (8) hours per day.

D. Any work necessary to be performed after regular working hours, or on Sundays or other holidays shall be performed without additional expense to Owner, unless otherwise agreed to by the parties.

E. Construction work under the Construction Provisions shall be accomplished on a schedule consistent with the normal and reasonable practices of DB Entity and in compliance with applicable ordinances.

F. Prevailing Wage: This Project is subject to the California Prevailing Wage Law. For convenience and for the purposes of reference, several provisions of the California Prevailing Wage Laws are set forth in this section. DB Entity shall be responsible for complying with the California Prevailing Wage Laws in their entirety, even if applicable provisions of the laws are not specifically listed in this Agreement.

1. Pursuant to Section 1770, et seq., of the Labor Code of the State of California, the DB Entity shall pay its employees the general prevailing rate of wages as determined by the Director of the Department of Industrial Relations. In addition, the Respondent shall be responsible for compliance with the requirements of Section 1777.5 of the California Labor Code relating to #20..
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apprentice public works contracts. In accordance with Section 1771.1 of the California Labor Code, 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 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.

2. Per Diem wages shall be deemed to include employer payments for health and welfare, pension, vacation, travel time and subsistence pay as provided in Labor Code § 1773.1 apprenticeship or other training programs authorized by Labor Code § 3093, and similar purposes when the term “per diem wages” is used herein.

3. Each worker needed to execute the Work must be paid travel and subsistence payments as defined in the applicable collective bargaining agreements in accordance with Labor Code § 1773.1.

4. Holiday and overtime work when permitted by law shall be paid for at a rate of at least one and one-half times the above specified rate of per diem wages, unless otherwise specified.

5. Each worker of DB Entity and any of its subcontractors engaged in work on the System shall be paid not less than the prevailing wage rate, regardless of any contractual relationship which may be alleged to exist between DB Entity or any subcontractors and such workers.

6. DB Entity shall, as a penalty to Owner, forfeit an amount as determined by the Labor Commissioner pursuant to Labor Code § 1775 for each calendar day, or portion thereof, for each worker paid less than the prevailing rate as determined by the director for such work or craft in which such worker is employed for any public work done under the contract by him or by any subcontractor under him. The difference between such prevailing wage rate and the amount paid to each worker for each calendar day or portion thereof, for which each worker was paid less than the prevailing wage rate, shall be paid to each worker by DB Entity.

7. Copies of the determined prevailing wage rates are on file and available upon request at Owner’s office, or online at the California Department of Industrial Relations website, which may be located at www.dir.ca.gov. Owner shall provide DB Entity with current prevailing wage rates, in writing, upon request. DB Entity shall post, at an appropriate conspicuous point on the Site, a schedule showing all determined general prevailing wage rates. Alternatively, DB Entity may obtain copies of the current prevailing wage rates from the Department of Industrial Relations. #20..
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8. Any worker employed to perform onsite work on the Project which is not covered by any classification available in Owner’s office, shall be paid not less than the minimum rate of wages specified for the classification which most nearly corresponds with work to be performed by him.

G. Apprentices.

1. All apprentices employed by DB Entity to perform services under these Contract Documents shall be paid the standard wage paid to apprentices under the regulation of the craft or trade at which that apprentice is employed, and shall be employed only at the work of the craft or trade in which that apprentice is registered. Only apprentices, as defined in Labor Code § 3077, who are in training under apprenticeship standards and written apprenticeship agreements under Chapter 4 (commencing at Section 3070), Division 3 of the Labor Code, are eligible to be employed under these Construction Provisions. The employment and training of each apprentice shall be in accordance with the provisions of the apprenticeship standards and apprenticeship agreements under which that apprentice is training.

2. When DB Entity to whom the work under these Construction Provisions is awarded by Owner or any Subcontractor under DB Entity, in performing any of the work under the Contract Documents, employs workers in any apprenticeable craft or trade, DB Entity and Subcontractor shall apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the Site of the public work, for a certificate approving DB Entity or Subcontractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected. However, approval as established by the joint apprenticeship committee or committees shall be subject to the approval of the Administrator of Apprenticeship. DB Entity or Subcontractors shall not be required to submit individual applications for approval to local joint apprenticeship committees provided they are already covered by the local apprenticeship standards. The ratio of work performed by apprentices to journeymen, who shall be employed in the craft or trade on the public work, may be the ratio stipulated in the apprenticeship standards under which the joint apprenticeship committee operates, but in no case shall the ratio be less than one hour of apprentice work for each five (5) hours of labor performed by a journeyman, except as otherwise provided in Section 1777.5 of the Labor Code. However, the minimum ratio for the land surveyor classification shall not be less than one apprentice for each five journeymen.

3. “Apprenticeable craft or trade” as used in Labor Code § 1777.5 and this Article, means a craft or trade determined as an apprenticeable occupation in accordance with rules and regulations prescribed by the Apprenticeship Council.

4. DB Entity, or any Subcontractor which, in performing any of the work under this contract, employs journeymen or apprentices in any apprenticeable craft or trade and which is not contributing to a fund or funds to administer and conduct the apprenticeship #20..
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programming of any craft or trade in the area of the Site of the public work, to which fund or funds other DB Entities in the area of the Site of the public work are contributing, shall contribute to the fund or funds in each craft or trade in which that DB Entity employs journeymen or apprentices on the public work in the same amount or upon the same basis and in the same manner as other DB Entities do, but where the trust fund administrators are unable to accept the funds, DB Entities not signatory to the trust agreement shall pay like amount to the California Apprenticeship Council. DB Entity or Subcontractor may add the amount of such contributions in computing their bid for the contract. The Division of Labor Standards Enforcement is authorized to enforce the payment of the contributions to the fund or funds as set forth in Labor Code § 227.

5. The responsibility of compliance with Labor Code § 1777.5 and this Article for all apprenticeable occupations is with DB Entity.

6. The interpretation and enforcement of Sections 1777.5 and 1777.7 of the Labor Code shall be in accordance with the rules and procedures of the California Apprenticeship Council.

H. Compliance: Failure to fully comply with Paragraphs A, B, C D, E, F and G above shall be a material breach of the Contract and cause for termination of the Contract for cause. Without limiting the application of Section 6.19, DB Entity agrees to and does hereby defend (with counsel acceptable to Owner), indemnify and hold harmless the Indemnified Parties, as defined herein, from every claim or demand made, and every liability, loss, damage, expense or attorney’s fees of any nature whatsoever, which may be alleged or incurred by reason of DB Entity’s failure to comply with the requirements of Article 6.03.

6.04 Services, Materials, and Equipment
A. Unless otherwise specified in the Contract Documents, DB Entity shall furnish or cause to be furnished and assume full responsibility for the Work, including but not limited to all services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities and incidentals necessary for the performance, testing, start-up, and completion of the Work.

B. All materials and equipment incorporated into the Work shall be as specified by Owner, or in the Drawings or Specifications, or if not specified shall be of good quality and new, except as otherwise provided in the Contract Documents. All warranties and guarantees specifically called for by the Contract Documents shall expressly run to the benefit of Owner. If required by Owner, DB Entity shall furnish satisfactory evidence (including reports of required tests) as to the source, kind, and quality of materials and equipment.

C. All materials and equipment shall be stored, applied, installed, connected, erected, protected, used, cleaned, and conditioned in accordance with instructions of the applicable Supplier, except as otherwise provided in the Contract Documents.

6.05 Progress Schedule
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A. DB Entity shall adhere to the progress schedule established in accordance with Paragraph 2.04.A as it may be adjusted from time to time as provided below:

1. DB Entity shall submit to Owner for acceptance proposed adjustments in the progress schedule that will not change the Contract Time(s) (or Milestones). Such adjustments will conform generally to the progress schedule then in effect.

2. Proposed adjustments in the progress schedule that will change the Contract Time(s) (or Milestones) shall be submitted in accordance with the requirements of Paragraph 11.02. Such adjustments may only be made by a Change Order.

3. If, in the opinion of Owner, DB Entity falls behind the progress schedule due to an event that does not enable DB Entity to extend the Contract Time(s),including but not limited to actions or neglect of any DB-Related Entity’s failure to perform part or all of the Work or to supply any equipment or materials, Owner may direct DB Entity, at DB Entity's sole cost and expense, to take remedial steps, including, but not limited to, increasing the number of personnel, shifts, and/or overtime operations, days of Work, and/or amount of construction equipment until such time as the Work is back on schedule. In such event, DB Entity shall also submit for review not later than the time of submittal of the next request for partial payment, a supplementary schedule demonstrating the manner in which the acceptable rate and achievement of progress will be regained, all without additional cost to Owner.

6.06 Concerning DB-Related Entities
A. DB Entity shall not employ any DB-Related Entity or any individual against whom Owner may have reasonable objection. DB Entity shall not be required to employ any Design Sub-consultant or Subcontractor against whom DB Entity has reasonable objection.

B. DB Entity shall be fully responsible to Owner for all acts and omissions of the DB-Related Entities just as DB Entity is responsible for DB Entity's own acts and omissions. Nothing in the Contract Documents:

1. shall create for the benefit of any such DB-Related Entity any contractual relationship between Owner and any such DB-Related Entity;

2. shall create any obligation on the part of Owner to pay or to see to the payment of any moneys due any DB-Related Entity except as may otherwise be required by Laws or Regulations.

C. DB Entity shall be solely responsible for scheduling and coordinating all DB-Related Entities.

D. DB Entity shall require all DB-Related Entities to communicate with Owner through DB Entity. #20..
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E. All Work performed for DB Entity by a DB-Related Entity will be pursuant to an appropriate Design Sub-agreement or Construction Sub-agreement between DB Entity and the DB-Related Entities which specifically binds the DB-Related Entities to the applicable terms and conditions of the Contract Documents for the benefit of Owner. Whenever any such agreement is with a DB-Related Entity who is listed as a loss payee on the property insurance provided in Paragraph 5.06, the agreement between DB Entity and such DB-Related Entity will contain provisions whereby the DBRelated Entity waives all rights against Owner, Owner’s Advisor, DB Entity, and all other loss payees (and their officers, directors, members, partners, employees, agents, and other consultants and subcontractors of each and any of them) for all losses and damages caused by any of the perils or causes of loss covered by such policies and any other property insurance applicable to the Work. If the insurers on any such policies require separate waiver forms to be signed by any DB-Related Entity, DB Entity will obtain the same.

6.07 Patent Fees and Royalties
A. DB Entity shall obtain all necessary licenses for any invention, design, process, product or device which is the subject of patent rights or copyrights held by others that is used in the performance of the Work. The cost of such licenses may be included in the Contract Price Proposal to be paid by the Owner. The Owner shall not be responsible for any license fees or royalties not included in the Contract Price Proposal, unless approved by the Owner in writing. DB Entity shall transfer any license paid for by the Owner to the Owner upon final completion.

B. To the fullest extent permitted by Laws or Regulations, DB Entity shall indemnify and hold harmless the Indemnified Parties from and against all claims, costs, losses and damages (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals and all court or arbitration or other dispute resolution costs) arising out of or resulting from any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the specification or incorporation in the Work of any invention, design, process, product or device. Notwithstanding the foregoing, DB Entity shall not be liable to Owner for infringement claims: (i) relating solely to a particular process or product of a particular manufacturer specified by Owner and not objected to in writing by DB Entity to Owner; (ii) arising from modifications to the Work by Owner after acceptance of the Work; or (iii) Owner’s use or operation of the Work for purposes other than intended.

6.08 Permits
A. Unless otherwise provided in the Contract Documents, DB Entity shall obtain and pay for all necessary permits, licenses, and approvals of governmental authorities having jurisdiction over the Work. The Owner shall only be responsible for the cost of such permits, licenses and approvals if identified in the Contract Price Proposal. If any such permit, license or approval of governmental authorities is required to be formally issued in the name of Owner, DB Entity shall undertake all efforts to obtain such permit, license or approval subject to Owner's reasonable cooperation with DB Entity, including execution and delivery of appropriate applications and other documentation in forms approved by Owner.
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B. DB Entity shall pay all governmental charges and inspection fees necessary for the performance of the Work. DB Entity shall pay all charges of utility owners for connections to the Work, and Owner shall pay all charges of such utility owners for capital costs related thereto. The Owner shall only be responsible for the cost of such governmental charges and inspection fees if identified in the Contract Price Proposal.

C. 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 unless currently registered and qualified to perform public work pursuant to 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.

6.09 Laws or Regulations
A. DB Entity shall give all notices required by and comply with all Laws or Regulations applicable to the performance of the Work. Except where otherwise expressly required by applicable Laws and Regulations, Owner shall not be responsible for monitoring DB Entity's compliance with any Laws or Regulations.

B. If DB Entity performs any Work that it is contrary to Laws or Regulations, DB Entity shall bear all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such Work.

C. Changes in Laws or Regulations not known on the Effective Date of the Contract Price Proposal having an effect on the cost or time of performance may be the subject of a change in Contract Price or Contract Time(s). Notwithstanding the above, DB Entity shall not be entitled to an adjustment in the Contract Price or Contract Time for, and assumes the risk of, any changes in Laws or Regulations related to DB Entity’s corporate existence or the maintenance of its business, including, but not limited to, gross receipt taxes, social security, Medicare, and other payroll-related taxes.

6.10 Taxes
A. DB Entity shall pay all sales, consumer, use, employment-related and other taxes required to be paid by DB Entity in accordance with the Laws or Regulations of the place of the Project which are applicable during the performance of the Work.

6.11 Use of Site and Other Areas
A. Limitation on Use of Site and Other Areas.

1. DB Entity shall confine construction equipment, the storage of materials and equipment, and the operations of construction workers to the Site and other areas #20..
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permitted by Laws or Regulations, and shall not unreasonably encumber the Site and other areas with construction equipment or other materials or equipment. DB Entity shall assume full responsibility for any damage to any such land or area, or to the owner or occupant thereof or of any adjacent land or areas, resulting from the performance of the Work.

2. Should any claim be made by any such owner or occupant because of the performance of Work, DB Entity shall promptly settle with such other party by negotiation or otherwise resolve the claim by arbitration or other dispute resolution proceeding or at law.

3. To the fullest extent permitted by Laws or Regulations, DB Entity shall indemnify and hold harmless the Indemnified Parties from and against all claims, costs, losses and damages (including, but not limited to, fees of engineers, architects, attorneys and other professionals and court and arbitration or other dispute resolution costs) arising out of or resulting from any claim brought by any such owner or occupant against Owner, or any other party indemnified hereunder to the extent caused by or based upon the failure of any DB-Related Entity to perform the Construction in accordance with the Contract Documents.

4. DB Entity shall ensure that all employees performing or furnishing any of the Work will be prohibited from using firearms, engaging in hunting, fishing, trapping, using illegal drugs or using alcohol either on the work site, on Owner property, or on any land adjoining the work site.

B. Removal of Debris: During the performance of the Construction, DB Entity shall keep the premises free from accumulations of waste materials, rubbish, and other debris resulting from the Construction. Removal and disposal of such waste materials, rubbish, and other debris shall conform to applicable Laws or Regulations.

C. Cleaning: Prior to Substantial Completion, DB Entity shall clean the Site and make it ready for utilization by Owner. At completion of Construction, DB Entity shall remove all tools, appliances, construction equipment, temporary construction and machinery, and surplus materials and shall restore to original condition all property not designated for alteration by the Contract Documents.

D. Loading Structures: DB Entity shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall DB Entity subject any part of the Construction or adjacent property to stresses or pressures that will endanger it.

6.12 Record Documents
A. DB Entity shall maintain in a safe place at the Site one record copy of all Drawings, Specifications, Addenda, Change Orders, Field Orders, Work Change Directives, approved Submittals, QA/QC records, and all other written interpretations and clarifications in good order and annotated to show all changes made during performance of the Work. Such copies shall constitute the “Record Documents” and will be available to Owner for reference. #20..
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B. The Record Documents shall, as appropriate, be marked-up as the Work progresses to reflect current conditions and shall become the "as-built" plans. The revisions are to be indicated in a neat, well-organized manner and are to include the elevation and plan location of any utilities, structures, etc., encountered or installed.

C. Upon Substantial Completion of the Work, the Record Documents will be delivered to Owner.

DB Entity shall deliver to Owner a reproducible set of updated contract plans. DB Entity will transfer all its "as-built" information to these reproducibles and deliver the resultant "as-built" set of plans to Owner. Each completed set of "as-built" drawings must include on its face, a certified statement by DB Entity that the set of "as-built" drawings accurately depicts the actual Work as constructed.

6.13 Safety and Protection
A. DB Entity shall be solely responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. Such responsibility does not relieve Subcontractors of their responsibility for the safety of persons or property in the performance of their work, nor for compliance with applicable safety Laws and Regulations. DB Entity shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury, or loss to:

1. All persons on the Site or who may be affected by the Work;

2. All the Work and materials and equipment to be incorporated therein, whether in storage on or off the Site; and

3. Other property at the Site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, utilities and underground facilities not designated for removal, relocation, or replacement in the course of construction.

B. DB Entity shall comply with applicable Laws and Regulations relating to the safety of persons or property, or to the protection of persons or property from damage, injury, or loss; and shall erect and maintain all necessary safeguards for such safety and protection. DB Entity shall notify owners of adjacent property and of underground facilities and utility owners when prosecution of the Work may affect them, and shall cooperate with them in the protection, removal, relocation, and replacement of their property.

C. DB Entity's duties and responsibilities for safety and for protection of the construction shall continue until such time as all the Work is completed and Owner has issued a notice to DB Entity in accordance with Paragraph 13.08 that the Work is acceptable (except as otherwise expressly provided in connection with Substantial Completion).

6.14 Safety Representative
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A. DB Entity shall designate a competent safety representative at the Site who has the experience, duty and responsibility to take prompt actions to eliminate hazards, correct unsafe conditions, and enforce the implementation of DB Entity’s safety requirements.

6.15 Hazard Communication Programs
A. DB Entity shall be responsible for coordinating any exchange of material safety data sheets or other hazard communication information required to be made available to or exchanged between or among employers at the Site in accordance with Laws or Regulations.

6.16 Emergencies
A. DB Entity shall be required to secure or remove from the site, prior to a storm event, any materials or equipment which could cause bodily injury, damage to the Work, Owner's installations and/or public or private property. Site excavations shall be required to be secured and/or backfilled. No DB Entity equipment may be parked within 100 feet of any Owner facilities. In the event of the issuance of a storm warning, Owner will attempt to notify DB Entity, however, DB Entity is responsible for preparing for a storm event. DB Entity shall take the necessary precautions to protect the walking and motoring public from harm due to construction activity.

B. Owner may, but is not required to, order the work be stopped if a condition of eminent danger exists. Nothing shall be construed to shift responsibility or risk of loss for injuries and /or damages, cost of stoppage or delay of work, from DB Entity to Owner. DB Entity shall remain solely and exclusively responsible for compliance with all safety requirements and the safety of all persons and property at the Site.

6.17 Continuing the Work
A. DB Entity shall continue the Work and adhere to the progress schedule during all disputes or disagreements with Owner. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, except as set forth in Paragraph 14.04 or as DB Entity and Owner may otherwise agree in writing.

6.18 DB Entity's General Warranty and Guarantee
A. DB Entity warrants and guarantees to Owner that all Construction will be in accordance with the Contract Documents and will not be defective.

B. DB Entity's warranty and guarantee hereunder excludes defects or damage caused by:

1. abuse, modification or improper maintenance or operation by persons other than a DB-Related Entity; or

2. normal wear and tear under normal usage.
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C. DB Entity is obligated to perform and complete the Work in accordance with the Contract Documents. None of the following will constitute an acceptance of Work that is not in accordance with the Contract Documents or a release of DB Entity's obligation to perform the Work in accordance with the Contract Documents:

1. Observations by Owner;

2. The making of any progress or final payment;

3. The issuance of a certificate of Substantial Completion;

4. Use or occupancy of the Work or any part thereof by Owner;

5. Any review and approval of a Submittal;

6. Any inspection, test, or approval by others; or

7. Any correction of defective Work by Owner.

6.19 Indemnification
A. DB Entity agrees to and does hereby defend, indemnify and hold harmless Owner, and all of its representatives, appointed and elected officials, officers, employees, authorized agents, consultants (including Owner’s Advisor), and other duly authorized representatives (the “Indemnified Parties”) from every claim or demand made, and every liability, loss, damage, expense or attorney’s fees of any nature whatsoever, which may be incurred by reason of:

1. Liability for: (1) death or bodily injury to persons; (2) damage or injury to, loss (including theft), or loss of use of, any property; (3) any failure or alleged failure to comply with any provision of law or the Contract Documents; or (4) any other loss, damage or expense, sustained by any person, firm or corporation arising from any act, omission or breach of DB Entity or any person, firm or corporation employed by, under contract with, or acting on behalf of DB Entity, arising out of or in any way connected with the Work performed by DB Entity, its employees, contractors and/or agents pursuant to this Agreement or the Contract Documents, whether said injury or damage occurs either on or off Owner Property, except for liability resulting from the sole negligence or the willful misconduct of any of the Indemnified Parties; and

2. Any dispute between DB Entity and DB Entity’s subcontractors, suppliers and/or sureties, including, but not limited to, any failure or alleged failure of the DB Entity (or any person hired or employed directly or indirectly by the DB Entity) to pay any subcontractor or materialman of any tier or any other person employed in connection with the Work and/or filing of any stop notice or mechanic’s lien claims.

B. DB Entity, at its own expense, cost, and risk, shall defend any and all third party claims, actions, suits, or other proceedings, including any and all appeals thereof, that may be brought or instituted #20..
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against Owner, its officers, agents or employees, on account of or founded upon any cause, damage, or injury identified in this Section except for liability resulting from the sole or active negligence or the willful misconduct of any of the Indemnified Parties and shall pay or satisfy any final and nonappealable judgment that may be rendered against Owner, its officers, agents or employees in any action, suit or other proceedings as a result thereof, except for liability resulting from the sole negligence or the willful misconduct of any of the Indemnified Parties. DB Entity may select counsel to provide such defense, subject to acceptance by Owner, which acceptance shall not unreasonably be withheld.

C. In any and all claims against an Indemnified Party by any employee (or the survivor or personal representative of such employee) of a DB-Related Entity, the indemnification obligations under Paragraphs 6.19.A and 6.19.B shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for a DB-Related Entity under workers' compensation acts, disability benefit acts or other employee benefit acts.

ARTICLE 7 – RESERVED

ARTICLE 8 – OWNER'S RESPONSIBILITIES

8.01 General
A. Owner shall do the following in a timely manner so as not to delay the services of DB Entity:

1. Designate in writing a person to act as Owner's Representative with respect to the services to be rendered under this Agreement. Such person shall have complete authority to transmit instructions, receive information, interpret and define Owner’s policies, make decisions with respect to performance of the Work, and shall provide such other services as may be agreed upon;

2. Make payments to DB Entity promptly when they are due as provided in Paragraphs 13.03 and 13.09;

3. Furnish the Site as set forth in Paragraph 4.01.A;

4. Furnish to DB Entity, as required for performance of DB Entity's Services, the following:
a. Environmental assessment and impact statements;
b. Property, boundary, easement, right-of-way, topographic, and utility surveys; c. Property descriptions;
d. Zoning, deed, and other land use restrictions;
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e. Engineering surveys to establish reference points for design and construction which in Owner's judgment are necessary to enable DB Entity to proceed with the Work;
f. Assistance to DB Entity in filing documents required to obtain necessary permits, licenses, and approvals of governmental authorities having jurisdiction over the Project;
g. Permits, licenses, and approvals of government authorities Owner is specifically required to obtain by the Contract Documents; and h. Identify all reports known to Owner of explorations and tests of subsurface conditions at or contiguous to the Site, all drawings known to owner of physical conditions relating to existing surface or subsurface structures at the Site, and any information or data known to Owner concerning underground facilities at the Site.

6. Review Submittals subject to Owner review pursuant to the Contract Documents, and provide timely comments. Where multiple comments apply to a given topic, coordinate and resolve the comments to remove conflict/ambiguity. Two (2) rounds of submittal revisions are budgeted; and

7. Provide information known to Owner relating to the presence of materials and substances at the Site which could create a Hazardous Environmental Condition.

8. Respond to requests for information related to the Work.

9. Provide access to the Site, accompanied by a representative of the Owner where so required by the Owner.

11. Cooperate in decision making such that each phase of the project can proceed with minimal uncertainty.

12. Provide access to the existing SCADA system.

13. Other support, decisions, access normally part of SCADA planning, designs, construction, and commissioning.

8.02 Insurance
A. Owner's responsibilities in respect of purchasing and maintaining liability and property insurance are set forth in Article 5.
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8.03 Limitations on Owner's Responsibilities
A. Owner shall not supervise, direct, or have control or authority over, nor be responsible for, DB Entity's means, methods, techniques, or procedures of construction or the safety precautions and programs incident thereto, or for any failure of DB Entity to comply with Laws or Regulations applicable to the furnishing or performance of the Work. Owner will not be responsible for DB Entity's failure to perform the Work in accordance with the Contract Documents.

8.04 Undisclosed Hazardous Materials and Hazardous Environmental Conditions A. Owner's responsibility in respect of undisclosed Hazardous Materials and Hazardous Environmental Conditions uncovered or revealed at the Site is set forth in Paragraph 4.04.

8.05 Owner’s Advisor
A. Owner’s Advisor, if any, has no duties, responsibilities, or authorities with respect to DB Entity, unless so provided in the Contract Documents.

ARTICLE 9 – CHANGES IN THE WORK; CLAIMS

9.01 Authorized Changes in the Work
A. Any change in the scope of the Work, method of performance, nature of materials or price thereof, or any other matter materially affecting the performance or nature of the Work shall not be paid for or accepted unless such change, addition, or deletion is approved in advance and in writing by a valid change order executed by Owner and approved by the Owner in accordance with this Agreement and the Contract Documents. The foregoing notwithstanding, the DB Entity shall continue to perform its Work under the Agreement with respect to all undisputed portions of the Work and shall not cause a delay of the Work by virtue of the inability of Owner and DB Entity to agree upon the extent of any adjustment to the Contract Time and/or the Project Price on account of such change. DB Entity specifically understands, acknowledges, and agrees that Owner shall have the right to request any alterations, deviations, reductions, or additions to the Project or Work, and the cost thereof shall be added to or deducted from the amount of the Project pursuant to the Change Order process in Contract Documents.

B. Required Documentation. DB Entity agrees to provide Owner with all information requested to substantiate the cost of the change order and to inform Owner whether the Work will be done by the DB Entity or a subcontractor. DB Entity shall maintain detailed records on a daily basis. Such records shall include without limitation hourly records for labor and Construction Equipment and itemized records of materials and equipment used that day in connection with the performance of any Change to the Work. In the event that more than one Change to the Work is performed by the DB Entity in a calendar day, DB Entity shall maintain separate records of labor, Construction Equipment, materials and equipment for each such Change. In the event that any Subcontractor, of any tier, shall provide or perform any portion of any Change to the Work, DB Entity shall require that each such Subcontractor maintain records in accordance with this provision. Each daily record maintained hereunder shall be signed by DB Entity's Superintendent or DB Entity's authorized representative; #20..
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such signature shall be deemed DB Entity's representation and warranty that all information contained therein is true, accurate, complete, and relate only to the Change referenced therein. All records maintained by a subcontractor, of any tier, relating to the costs of a Change to the Work shall be signed by such subcontractor's authorized representative or superintendent. All records maintained hereunder shall be subject to inspection, review and/or reproduction by Owner upon request. In the event that DB Entity shall fail or refuse, for any reason, to maintain or make available for inspection, review and/or reproduction such records and the adjustment to the Project Price on account of any Change to the Work is determined pursuant to this section, Owner's reasonable good faith determination of the extent of adjustment to the Project Price on account of such Change shall be final, conclusive, dispositive and binding upon DB Entity.

C. Adjustment to Contract Time. Except as otherwise stated this Agreement, including the General Conditions and the Contract Documents, the Contract Time may be extended or reduced by change order if the performance of such Change necessitates such extension or reduction. DB Entity shall submit, prior to approval of the change order, its request for a time extension (if any), as well as all information necessary to substantiate its belief that such change will delay the completion of the Work.

If DB Entity fails to submit its request for a time extension or the necessary supporting information, it shall be deemed to have waived its right to request such extension.

9.02 Unauthorized Changes in the Work
A. DB Entity shall not be entitled to an increase in the Contract Price or an extension of the Contract Time(s) with respect to any Work performed that is not required by the Contract Documents as amended, modified and supplemented as provided in Paragraph 3.04, except in the case of an emergency as provided in Paragraph 6.16 or in the case of uncovering Construction as provided in Paragraph 12.04.

9.03 Claims
A. If DB Entity shall claim compensation for any reason, including, without limitation, changes to the in the Work or Services, extensions of time, and/or damages sustained by DB Entity for which it may seek recovery from Owner (“Claim”), DB Entity shall, within ten (10) business days after the first occurrence giving rise to the Claim, make and deliver to Owner a written statement of the amount of the Claim, the first occurrence giving rise to the Claim, and a description of the occurrences, events and bases for the Claim (“Notice of Claim”). DB Entity shall file with Owner an itemized statement of all details and the amount of the Claim within fifteen (15) business days of delivery to Owner of the Notice of Claim. Thereafter all claims shall be handled in accordance with Article 15 below.

9.04 Execution of Change Orders
A. Owner and DB Entity shall execute appropriate change orders (or written amendments) covering:

1. Changes in the Work which are:
a. ordered by Owner pursuant to Paragraph 9.01;
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b. Required because of acceptance of defective work under Article 13 or Owner's correction of defective work under Article 12; or c. Base claims agreed to by the parties.

2. Changes in the Contract Price or Contract Time(s) which are agreed to by the parties, including any undisputed sum or amount of time for Work actually performed in accordance with a change order or amendment; and

3. Unilateral changes in the Contract Price or Contract Time(s) which are issued by Owner, including any undisputed and/or disputed sum or amount of time for Work actually performed in accordance with a change order or amendment; and

4. Changes in the Contract Price or Contract Time(s) which embody the substance of any written decision rendered by Owner pursuant to Paragraph 15.02; provided that, in lieu of executing any such change order, an appeal may be taken from any such decision in accordance with the provisions of the Contract Documents and applicable Laws and Regulations, but during any such appeal, DB Entity shall carry on the work and adhere to the progress schedule pursuant to, among other provisions of the Contract Documents, Paragraph 6.18.

5. DB Entity acknowledges that agreement on any change order shall constitute a final settlement and full accord and satisfaction of all matters relating to the change directly or indirectly changed or unchanged in the Work which is the subject of the change order, including, but not limited to, all direct, indirect costs, and impact costs associated with such change, including inefficiencies or acceleration based claims, and any and all adjustments to the Contract Price and Contract Time(s), and schedule.

B. There shall be no DB Entity delay claim based upon DB Entity's inability to perform change order work due to delay caused by Owner's approval process.

9.05 Notice to Sureties
A. If notice of any change affecting the general scope of the Work or the provisions of the Contract Documents (including, but not limited to, Contract Price or Contract Time(s)) is required by the provisions of any Bond to be given to a surety, the giving of any such notice will be DB Entity's responsibility. The amount of each applicable Bond will be adjusted to reflect the effect of any such change.

ARTICLE 10 – COST OF THE WORK; CASH ALLOWANCES; UNIT PRICE WORK

10.01 Cost of the Work
A. Costs Included: The term Cost of the Work means the sum of all costs necessarily incurred and paid by DB Entity in the proper performance of the Work. When the value of Work covered by a #20..
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Change Order or when a claim for an adjustment in Contract Price is determined on the basis of Cost of the Work, the costs to be reimbursed to DB Entity will be only those additional or incremental costs required because of the change of the Work or because of the event giving rise to the claim. Except as otherwise may be agreed to in writing by Owner, such costs shall be in amounts no higher than those rates and terms defined in Exhibit 11, and shall include only the following items:

1. Payroll costs for employees in the direct employ of DB Entity in the performance of the Work under schedules of job classifications agreed upon by Owner and DB Entity.
a. Such employees shall include without limitation superintendents, foremen, and other personnel employed on this Project. Payroll costs shall include, but not be limited to, salaries and wages plus the cost of fringe benefits which shall include social security contributions, unemployment, excise and payroll taxes, workers' compensation, health and retirement benefits, bonuses, sick leave, vacation and holiday pay applicable thereto. The expenses of performing Work after regular working hours, on Saturday, Sunday or legal holidays, shall be included in the above to the extent authorized by Owner. b. Such employees shall also include engineers, engineering technicians, architects, and others providing Design Professional Services. For purposes of this Paragraph 10.01.A.1, DB Entity shall be entitled to payment for such employees based on rates and terms defined in Exhibit 11, both as designated in the Agreement, for all services performed or furnished by such employees engaged on the Project.

2. Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation and storage thereof, and Suppliers' field services required in connection therewith.

3. Payments made by DB Entity to Subcontractors (excluding payments for Design Professional Services pursuant to Paragraph 10.01.A.4) for Work performed or furnished by Subcontractors.

4. Payments made by DB Entity for Design Professional Services provided or furnished under a Design Sub-agreement.

5. Costs of special consultants (including but not limited to engineers, architects, testing laboratories, surveyors, attorneys, and accountants) employed for services specifically related to the Work.

6. Supplemental costs including the following items:
a. The proportion of necessary transportation, travel and subsistence expenses of DB Entity's employees incurred in discharge of duties connected with the Work.
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b. Cost, including transportation and maintenance, of all materials, supplies, equipment, machinery, appliances, office and temporary facilities at the Site and hand tools not owned by the workers, which are consumed in the performance of the Work, and cost, less market value, of such items used but not consumed which remain the property of DB Entity.
c. Rentals of all construction or engineering equipment and machinery and the parts thereof whether rented from DB Entity or others in accordance with rental agreements approved by Owner, and the costs of transportation, loading, unloading, installation, dismantling and removal thereof. All such costs shall be in accordance with the terms of said rental agreements. The rental of any such equipment, machinery or parts shall cease when the use thereof is no longer necessary for the Work.
d. Sales, consumer, use, and other similar taxes related to the Work, and for which DB Entity is liable, imposed by Laws or Regulations.
e. Deposits lost for causes other than negligence of a DB-Related Entity, and royalty payments and fees for permits and licenses.
f. Losses, damages, and related expenses caused by damage to the Work not compensated by insurance or otherwise, sustained by DB Entity in connection with the furnishing and performance of the Work provided they have resulted from causes other than the negligence of a DB-Related Entity. Such losses shall include settlements made with the written consent and approval of Owner.

No such losses, damages, and expenses shall be included in the Cost of the Work for the purpose of determining DB Entity's fee.
g. The cost of utilities, fuel, and sanitary facilities at the Site. h. Minor expenses such as telegrams, long distance telephone calls, telephone service at the Site, express and courier services,, and similar petty cash items in connection with the Work.
i. Cost of premiums for all Bonds and insurance DB Entity is required by the Contract Documents to purchase and maintain.

B. Costs Excluded: The term Cost of the Work shall not include any of the following items:

1. Payroll costs and other compensation of DB Entity's officers, executives, principals (of partnerships and sole proprietorships), general managers, estimators, attorneys, auditors, accountants, timekeepers, and other personnel employed by DB Entity whether at the Site or in DB Entity's principal or a branch office for general administration of the Work and not specifically included in the agreed #20..
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upon schedule of job classifications referred to in Paragraph 10.01.A.1, all of which are to be considered administrative costs covered by DB Entity's fee.

2. Expenses of DB Entity's principal and branch offices other than DB Entity's office at the Site.

3. Any part of DB Entity's capital expenses, including interest on DB Entity's capital employed for the Work and charges against DB Entity for delinquent payments.

4. Costs due to the negligence of a DB-Related Entity, including but not limited to the correction of defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property.

5. Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly included in Paragraph 10.01.A.

C. DB Entity's Fee: When the value of the Work covered by a Change Order is determined on the basis of Cost of the Work, DB Entity's fee shall be determined as set forth in Paragraph 11.01.

D. Documentation: Whenever the cost of any Work is to be determined pursuant to Paragraph

10.01.A and 10.01.B, DB Entity will establish and maintain records thereof in accordance with generally accepted accounting practices and submit in a form acceptable to Owner an itemized cost breakdown together with supporting data.

ARTICLE 11 – CHANGE OF CONTRACT PRICE; CHANGE OF CONTRACT TIME(S)

11.01 Change of Contract Price
A. The Contract Price may only be changed by a Change Order. Any claim for an adjustment in the Contract Price shall be based on written notice delivered by DB Entity to Owner promptly in accordance with Paragraph 15.02.

B. The value of any Work covered by a Change Order or of any claim for an adjustment in the Contract Price will be determined as follows:

1. By a mutually agreed lump sum (which may include an allowance for overhead and profit not necessarily in accordance with Paragraph 11.01.C); or

3. Where agreement to a lump sum is not reached under Paragraph 11.01.B.2, on the basis of the Cost of the Work (determined as provided in Paragraph 10.01) plus a DB Entity's Fee for overhead and profit (determined as provided in Paragraph

11.01.C).
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C. DB Entity's Fee on any Work covered by a Change Order or of any claim for an adjustment in the Contract Price shall be calculated using the same percentage as used in the Contract Price Proposal to establish DB Entity's Fee for overhead and profit.

D. The amount of credit to be allowed by DB Entity to Owner for any change which results in a net decrease in cost will be the amount of the actual net decrease in cost, (including the overhead and profit percentage established by the contract price proposal) plus a deduction in DB Entity's fee calculated as specified in Paragraph 11.01.C; and
F. When both additions and credits are involved in any one change, DB Entity’s fee shall be computed on the basis of amount of the net increase or decrease in cost. If there is a net increase in cost, then the fee shall be as set forth in Paragraph 11.01.C, and if there is a net decrease, the fee deduction shall be as set forth in Paragraph 11.01.D.

11.02 Change of Contract Time(s)
A. The Contract Time(s) (or Milestones) may only be changed by a Change Order. Any claim for an adjustment of the Contract Time(s) (or Milestones) shall be based on written notice pursuant to Paragraph 15.02. All adjustments for additional time must include a detailed critical path analysis of the Contract schedule.

B. Any adjustment of the Contract Time(s) (or Milestones) covered by a change order or of any claim for an adjustment in the Contract Time(s) (or Milestones) will be determined in accordance with the provisions of this Paragraph 11.02.

C. DB Entity expressly agrees that in undertaking to complete the work within the time specified, it has made allowances for certain foreseeable hindrances and delays ordinarily encountered on projects of this type. The parties specifically anticipate and contemplate such hindrances and delays, including but not limited to, labor disputes; those reasonable delays caused by or arising from minor design conflicts and issues; schedule adjustments; the actions of DB-Related Entities; late or out-of-sequence Owner-furnished equipment, materials and facilities not affecting the critical path; reasonable turnaround or approval of DB Entity's Submittals; normal unfavorable weather, wet grounds, or other similar unsuitable construction conditions likely to occur in the City of Modesto; reasonable turnaround to DB Entity's requests for information or direction; change order processing; and access and coordination by Owner that does not create any new critical paths in the schedule. DB Entity agrees that such delays are included in the Contract Price and Contract Time(s) and that they shall not constitute the basis for a time extension or a claim for additional compensation of any type.

D. Delays Beyond DB Entity's Control: Where DB Entity is prevented from completing any part of the Work within the Contract Time(s) (or Milestones) due to delay beyond the control of DB Entity, the Contract Time(s) (or Milestones) will be extended in an amount equal to the time lost due to such delay plus a reasonable time to resume production, and the price will be adjusted to compensate DB Entity for such delay. if a claim is made therefor as provided in Paragraph 11.02.A. Delays beyond the control of DB Entity shall include, but not be limited to, acts or neglect by Owner, acts or omissions of any governmental authority or of Owner, compliance with newly enacted government regulations, embargo, material delays/shortages, or manufacturing facilities from usual sources or from defects or #20..
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delays in the performance of its suppliers or subcontractors due to any of the foregoing enumerated causes, acts of war, fire, strike. governmental agencies, changes of law pursuant to Paragraph 6.09.C, acts or neglect of utility owners or other contractors performing other construction work as contemplated by Article 7, fires, floods, epidemics, abnormal weather conditions, or other acts of God.

E. If DB Entity intends to seek an adjustment in the Contract Time for abnormal weather conditions, it shall, in addition to fulfilling all other requirements for a time extension, demonstrate that the actual weather encountered was unusually severe and abnormal compared with the five-year average weather statistics compiled by the United States National Oceanic and Atmospheric Administration (“NOAA”) for the time of year and locality of the Site.

F. If Owner or other contractor or utility owners performing other work for Owner as contemplated by Article 7, or anyone for whom Owner is responsible, delays, disrupts, or interferes with the performance or progress of the Work, then DB Entity shall be entitled to an equitable adjustment in the Contract Price or the Contract Time(s), or both. DB Entity’s entitlement to an adjustment of the Contract Time(s) is conditioned on such adjustment being essential to DB Entity’s ability to complete the Work within the Contract Time(s).

G. If DB Entity is delayed in the performance or progress of the Work by fire, flood, epidemic, abnormal weather conditions, acts of God, acts or failures to act of utility owners not under the control of Owner, or other causes not the fault of and beyond control of Owner and DB Entity, then DB Entity shall be entitled to an equitable adjustment in Contract Time(s), if such adjustment is essential to DB Entity’s ability to complete the Work within the Contract Time(s). Such an adjustment shall be DB Entity’s sole and exclusive remedy for the delays described in this Paragraph 11.02.G.

Notwithstanding the preceding sentence:

1. If such delays result in Owner suspending the Work in accordance with Paragraph

14.01, DB Entity’s remedy shall be as specified in that provision.

2. If the total aggregate of such delays exceeds thirty (30) days, commencing on the Notice to Proceed, then DB Entity shall be entitled to treat the days of delay that exceed such 30-day period in the same manner as set forth in Paragraph 11.02.F above.

H. Owner, Owner’s Advisor shall not be liable to DB Entity for any claims, costs, losses, or damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by DB Entity on or in connection with any other project or anticipated project.

I. DB Entity shall not be entitled to an adjustment in Contract Price or Contract Time(s) for delays within the control of DB Entity. Delays attributable to and within the control of a DB-Related Entity shall be deemed to be delays within the control of DB Entity.

J. Notwithstanding anything to the contrary in this Article 11 or in any other Contract Document, Owner shall not be liable, and DB Entity shall not be entitled to recover, for any time-related or delay damages for: (1) loss of anticipated profit; (2) consequential damages (including but not limited to #20..
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loss of bonding capacity, loss of bidding opportunities, and insolvency); and (3) legal fees, claims preparation expenses, or the cost of dispute resolution.

ARTICLE 12 – TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR

ACCEPTANCE OF DEFECTIVE WORK

12.01 Notice of Defects
A. Owner shall give DB Entity prompt written notice of all defective Construction of which Owner has actual knowledge. All defective Construction may be rejected, corrected or accepted as provided in this Article 12.

12.02 Access to Construction
A. Owner, Owner’s Advisor, other representatives and personnel of Owner, independent testing laboratories and governmental agencies with jurisdictional interests will have access to the Site and the Construction at reasonable times for their observation, inspecting, and testing. DB Entity shall provide them proper and safe conditions for such access and advise them of DB Entity's Site safety procedures and programs so that they may comply therewith as applicable.

12.03 Tests and Inspections
A. If the Contract Documents or Laws or Regulations of any public body having jurisdiction require any part of the Construction specifically to be inspected, tested or approved, DB Entity shall assume full responsibility for arranging and obtaining such inspections, tests or approvals, pay all costs in connection therewith, and furnish Owner the required certificates of inspection or approval. The Owner shall not be responsible for the costs associated with any such inspections or tests unless included in the Contract Price Proposal. DB Entity shall also be responsible for arranging and obtaining and shall pay all costs in connection with any inspections, tests, or approvals required for Owner's acceptance of materials or equipment to be incorporated in the Work or of materials, mix designs, or equipment submitted for approval prior to DB Entity's purchase thereof for incorporation in the Work.

B. DB Entity shall give Owner reasonable notice of the planned schedule for all required inspections, tests, or approvals.

C. If any Construction (or the construction work of others) that is required to be inspected, tested, or approved is covered by DB Entity without written concurrence of Owner, then DB Entity shall, if requested by Owner, uncover such Construction for observation.

D. Uncovering Construction as provided in Paragraph 12.04 shall be at DB Entity's expense unless DB Entity has given Owner timely notice of DB Entity's intention to cover the same and Owner has not acted with reasonable promptness in response to such notice.

12.04 Uncovering Construction
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A. If any Construction is covered contrary to the written request of Owner, it must, if requested by Owner, be uncovered for Owner's observation and recovered at DB Entity's expense.

B. If Owner considers it necessary or advisable that covered Construction be observed by Owner or inspected or tested by others, DB Entity, at Owner's request, shall uncover, expose or otherwise make available for observation, inspection or testing as Owner may require, that portion of the Construction in question, furnishing all necessary labor, material and equipment. If it is found that such Construction is defective, DB Entity shall pay all costs and damages caused by or resulting from such uncovering, exposure, observation, inspection and testing and of satisfactory replacement or reconstruction, (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals, all court or arbitration or other dispute resolution costs, and all costs of repair or replacement of work of others); and Owner shall be entitled to an appropriate decrease in the Contract Price. If, however, such Construction is not found to be defective, DB Entity shall be allowed an increase in the Contract Price or an extension of the Contract Time(s) (or Milestones), or both, directly attributable to such uncovering, exposure, observation, inspection, testing, replacement and reconstruction. If the parties are unable to agree as to the amount or extent thereof, DB Entity may make a claim therefor as provided in Article 9.

12.05 Owner May Stop Construction
A. If Construction is defective, or DB Entity fails to supply sufficient skilled workers or suitable materials or equipment, or fails to furnish or perform Construction in such a way that the completed Construction will conform to the Contract Documents, Owner may order DB Entity to stop Construction or any portion thereof, until the cause for such order has been eliminated; however, this right of Owner to stop Construction will not give rise to any duty on the part of Owner to exercise this right for the benefit of DB Entity or any other party.

12.06 Correction or Removal of Defective Work
A. Owner will have authority to disapprove or reject defective Work and will have authority to require special inspection or testing of the Work whether or not the Work is fabricated, installed or completed.

If required by Owner, DB Entity shall promptly, as directed, either correct all defective Work, whether or not fabricated, installed or completed, or, if the Work has been rejected by Owner, remove it from the Site and replace it with non-defective Work. DB Entity shall bear all direct, indirect, and consequential costs of such correction or removal (including but not limited to fees and charges of engineers, architects, attorneys and other professionals and all court, arbitration, or other dispute resolution costs) arising out of or relating to such correction or removal.

12.07 Correction Period
A. If within one year after the date of Final Acceptance or such longer period of time as may be prescribed by Laws or Regulations or by the terms of any applicable special guarantee required by the Contract Documents or by any specific provision of the Contract Documents, any Work is found to be defective, DB Entity shall promptly, without cost to Owner and in accordance with Owner's written instructions, (i) correct such defective Work, or, if it has been rejected by Owner, remove it from the Site and replace it with Work that is not defective, and (ii) satisfactorily correct or remove and replace #20..
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any damage to other Work or the work of others resulting therefrom. If DB Entity does not promptly comply with the terms of such instructions, or in an emergency where delay would cause serious risk of loss or damage, Owner may have the defective Work corrected or the rejected Work removed and replaced, and all costs, losses, and damages caused by or resulting from such removal and replacement (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals, all court or arbitration or other dispute resolution costs, and all costs of repair or replacement of work of others) will be paid by DB Entity.

B. Where defective Work (and damage to other Work resulting therefrom) has been corrected, removed or replaced under this Paragraph 12.07, the correction period hereunder with respect to such Work will be extended for an additional period of one year after such correction or removal and replacement has been satisfactorily completed.

12.08 Acceptance of Defective Work
A. If, instead of requiring correction or removal and replacement of defective Work, Owner prefers to accept it, Owner may do so. DB Entity shall pay all costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals and all court or arbitration or other dispute resolution costs) attributable to Owner's evaluation of and determination to accept such defective Work. If any such acceptance occurs prior to Final Acceptance, a Change Order will be issued incorporating the necessary revisions in the Contract Documents, and Owner shall be entitled to an appropriate decrease in the Contract Price reflecting the diminished value of the Work so accepted. If the acceptance occurs after Final Acceptance, an appropriate amount will be paid by DB Entity to Owner.

12.09 Owner May Correct Defective Work
A. If DB Entity fails within a reasonable time after written notice from Owner to correct defective Work or to remove and replace rejected Work as required by Owner in accordance with Paragraphs

12.06.A or 12.07.A, or if DB Entity fails to perform the Work in accordance with the Contract Documents, or if DB Entity fails to comply with any other provision of the Contract Documents, Owner may, after ten (10) days' written notice to DB Entity, correct and remedy any such deficiency.

B. In exercising the rights and remedies under this Paragraph 12.09 Owner shall proceed expeditiously. In connection with such corrective and remedial action, Owner may exclude DB Entity from all or part of the Site, take possession of all or part of the Work, and suspend DB Entity's services related thereto, take possession of any tools, appliances, equipment and machinery for which the Owner paid the DB Entity, and incorporate in the Work all materials and equipment stored at the Site or for which Owner has paid DB Entity but which are stored elsewhere. DB Entity shall allow Owner, Owner’s Advisor, Owner's representatives, agents, employees, and other contractors access to the Site to enable Owner to exercise the rights and remedies under this paragraph.

C. All costs, losses, and damages (included but not limited to fees and charges of engineers, architects, attorneys and other professionals, all court or arbitration or other dispute resolution costs and all costs #20..
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of repair or replacement of work of others) incurred or sustained by Owner in exercising such rights and remedies under this Paragraph 12.09 will be charged against DB Entity and a Change Order will be issued incorporating the necessary revisions in the Contract Documents, and Owner shall be entitled to an appropriate decrease in the Contract Price.

D. DB Entity shall not be allowed an extension of the Contract Time(s) (or Milestones) because of any delay in the performance of the Work attributable to the exercise by Owner of Owner's rights and remedies under this Paragraph 12.09 .

ARTICLE 13 – PAYMENTS TO DB ENTITY AND COMPLETION

13.01 Progress Payment Schedule
A. A schedule prepared by DB Entity and acceptable to Owner indicating that portion of the Contract Price to be paid for each major component of the Work.

13.02 Application for Progress Payment
A. DB Entity shall submit to Owner, on or about the last day of each month, an Application for Payment filled out and signed by DB Entity covering the Work completed as of the date indicated on the Application and accompanied by supporting documentation as required by the Contract Documents.

B. If payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at the Site or at another location agreed to in writing, the Application for Payment shall also be accompanied by a bill of sale, invoice or other documentation warranting that Owner has received the materials and equipment free and clear of all Liens and evidence that the materials and equipment are covered by appropriate property insurance and other arrangements to protect Owner's interest therein, all of which will be satisfactory to Owner.

C. Beginning with the second Application for Payment, each Application shall include an affidavit of DB Entity stating that all previous progress payments received on account of the Work have been applied on account to discharge DB Entity's legitimate obligations associated with prior Applications for Payment.

D. The amount of retention with respect to progress payments will be as stipulated in the Agreement.

13.03 Progress Payments
A. Owner will, after receipt of each application for payment, either make payment or return the application to DB Entity, indicating in writing Owner's reasons for refusing to make payment. In the latter case, DB Entity may make the necessary corrections and resubmit the application.

B. Owner may refuse to make the whole or any part of any payment if, in Owner's opinion, it would be incorrect to make such payment because of subsequently discovered evidence or the results of #20..
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subsequent inspections or tests, revise or revoke any such payment previously made, to such extent as may be necessary in Owner's opinion to protect Owner from loss because:

1. The Work is defective, or completed Work has been damaged, requiring correction or replacement;

2. The Contract Price has been reduced by written amendment or change orders;

3. Owner has been required to correct defective Work or complete Work in accordance with Article 12; or

4. Owner has actual knowledge of the occurrence of any of the events enumerated in Article 15.

5. DB Entity fails to comply with the SBE requirements as stated in the Contract;

7. DB Entity fails to submit the required insurance policy declaration page as stated in the Contract;

8. DB Entity fails to comply with progress schedule updates in keeping with general requirements.

C. Reduction in Payment: Owner may refuse to make the whole or any part of any such payment, or because of subsequently discovered evidence or the results of subsequent inspections or tests, nullify any previous payment, to the extent that is reasonably necessary to protect Owner from loss because:

1. Claims have been made against Owner on account of DB Entity's performance or furnishing of the Work; or

2. Liens have been filed in connection with the Work, except where DB Entity has delivered a specific Bond satisfactory to Owner to secure the satisfaction and discharge of such Liens;

3. There are other items entitling Owner to a set off against the amount for which application is made; or

4. Owner has actual knowledge of the occurrence of any of the events enumerated in Paragraph 14.02.A or if DB Entity is otherwise in breach.

D. If Owner refuses to make payment of the full amount requested by DB Entity, Owner must give DB Entity immediate written notice stating the reasons for such action and promptly pay DB Entity any amount remaining after deduction of the amount withheld. Owner shall promptly pay DB Entity the amount withheld or any adjustment thereto agreed to when DB Entity remedies the reason for such action.
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13.04 DB Entity's Warranty of Title
A. DB Entity warrants and guarantees that title to all Construction, materials, and equipment covered by any Application for Payment, whether incorporated in the Project or not, will pass to Owner no later than the time of payment free and clear of all Liens.

13.05 Substantial Completion
A. When DB Entity considers the Work ready for its intended use, DB Entity shall notify Owner in writing that the milestone Work is substantially complete (except for items specifically listed by DB Entity as incomplete) and request that Owner issue a certificate of Substantial Completion. Promptly thereafter, Owner and DB Entity shall make an inspection of the Work to determine the status of completion. If Owner does not consider the Work substantially complete, Owner will notify DB Entity in writing giving the reasons therefor. If Owner considers the Work substantially complete, Owner will prepare and deliver to DB Entity a certificate of Substantial Completion which shall fix the date of Substantial Completion . There shall be attached to the certificate a list of items to be completed or corrected before Final Acceptance (“Punch List”). Within five (5) working days after receipt of a proposed Punch List, Owner shall either (a) approve the Punch List or (b) request that certain amendments or modifications be made to the Punch List. The Parties shall meet and negotiate in good faith and shall promptly agree on and execute an amended Punch List to be completed by the DB Entity before Final Completion is achieved. At the time of delivery of the certificate of Substantial Completion , Owner will deliver to DB Entity a written determination as to division of responsibilities pending Final Acceptance between Owner and DB Entity with respect to security, operation, safety, protection of Construction, maintenance, heat, utilities, insurance and warranties and guarantees.

B. Owner will have the right to exclude DB Entity from the Site after the date of Substantial Completion, but Owner will allow DB Entity reasonable access to complete or correct items on the list of items to be completed.

13.06 Partial Utilization
A. Prior to Substantial Completion of all the Work, Owner may use or occupy any substantially completed part of the Construction which (i) has specifically been identified in the Contract Documents, or (ii) Owner and DB Entity agree constitute a separately functioning and usable part of the Construction that can be used by Owner for its intended purpose without significant interference with DB Entity's performance of the remainder of the Construction, subject to the following:

1. Owner at any time may request DB Entity in writing to permit Owner to use or occupy any such part of the Construction which Owner believes to be ready for its intended use and substantially complete. If DB Entity agrees that such part of the Work is substantially complete, DB Entity and Owner will follow the procedures of Paragraph 13.05 for that part of the Construction.

2. DB Entity at any time may notify Owner in writing that DB Entity considers any such part of the Work ready for its intended use and substantially complete and #20..
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request Owner to issue a certificate of Substantial Completion for that part of the Work.

3. Within a reasonable time after either such request, Owner and DB Entity shall make an inspection of that part of the Work to determine its status of completion.

If Owner does not consider that part of the Work to be substantially complete, Owner will notify DB Entity in writing giving the reasons therefor. If Owner considers that part of the Work to be substantially complete, the provisions of Paragraph 13.05 will apply with respect to certification of Substantial Completion of that part of the Work and the division of responsibility in respect thereof and access thereto.

4. No use or occupancy of part of the Construction will be accomplished prior to compliance with the requirements of Paragraph 5.10 regarding property insurance.

13.07 Final Inspection
A. Upon written notice from DB Entity that the entire Work is complete, Owner will make a final inspection with DB Entity and will notify DB Entity in writing of all particulars in which this inspection reveals that the Work is incomplete or defective. DB Entity shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies.

13.08 Final Acceptance
A. The following conditions shall constitute the conditions for Final Acceptance:

1. All permits required under applicable Laws and/or Regulations and the Contract Documents to be obtained by DB Entity which are necessary for the continued routine operation of the Project shall be in full force and effect and certified copies of all such permits shall have been delivered to Owner.

B. When DB Entity determines that it has met the conditions for Final Acceptance, it shall furnish Owner with a certified statement (in a form acceptable to Owner) evidencing that Final Acceptance has been met. If Owner is satisfied that the conditions for Final Acceptance set forth in Paragraph

13.08.A above have been achieved, it will, within thirty (30) days after receipt of DB Entity’s certification, give written notice to DB Entity that it agrees that Final Acceptance has been achieved.

Otherwise, Owner will indicate to DB Entity in writing the reasons that it disagrees that Final Acceptance has been achieved, in which case DB Entity shall make the necessary corrections and resubmit the certification.

13.09 Final Payment
A. Application for Payment.

1. After DB Entity has achieved Final Acceptance to the satisfaction of Owner and delivered in accordance with the Contract Documents all maintenance and #20..
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operating instructions, schedules, guarantees, Bonds, certificates or other evidence of insurance, certificates of inspection, record documents (as provided in Paragraph 6.12) and other documents, DB Entity may make application for final payment following the procedure for progress payments.

2. The final Application for Payment shall be accompanied (unless previously delivered) by: (i) all documentation called for in the Contract Documents, including but not limited to the evidence of insurance required by Paragraph

5.04.B.7; (ii) consent of the surety, if any, to final payment; and (iii) complete and legally effective releases or waivers (satisfactory to Owner) of all Liens arising out of or filed in connection with the Work.

3. In lieu of such releases or waivers of Liens specified in Paragraph 13.09.A.2 and as approved by Owner, DB Entity may furnish receipts or releases in full and an affidavit of DB Entity that: (i) the releases and receipts include all labor, services, material and equipment for which a Lien could be filed, and (ii) all payrolls, material and equipment bills and other indebtedness connected with the Work for which Owner might in any way be responsible, or which in any way might result in liens or other burdens on Owner's property, have been paid, or otherwise satisfied. If any Design Subconsultant, Subcontractor or Supplier fails to furnish such a release or receipt in full, DB Entity may furnish a Bond or other collateral satisfactory to Owner to indemnify Owner against any Lien.

B. Final Payment: If Owner is satisfied that the Work has been completed and DB Entity's other obligations under the Contract Documents have been fulfilled, Owner will, within ten days after receipt of the final Application for Payment, give written notice to DB Entity that it is ready to process final payment. Otherwise, Owner will return the Application to DB Entity, indicating in writing the reasons for refusing to process final payment, in which case DB Entity shall make the necessary corrections and resubmit the Application.

C. Payment Becomes Due: Thirty days after the presentation to Owner of the acceptable Application for Payment and accompanying documentation, in appropriate form and substance and with Owner's notice of acceptability, the amount will become due and will be paid by Owner to DB Entity in compliance with the statutory requirements set forth in California Public Contract Code section 7107, and pursuant to Article 5 of the Agreement.

13.10 Waiver of Claims
A. The making and acceptance of final payment will constitute:

1. A waiver of all claims by Owner against DB Entity, except claims arising from unsettled Liens, from defective Work appearing after final inspection pursuant to Paragraph 13.07, from failure to comply with the Contract Documents or the terms of any special guarantees specified therein, or from DB Entity's continuing obligations under the Contract Documents; and
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2. A waiver of all claims by DB Entity against Owner other than those previously made in writing and still unsettled.

ARTICLE 14 – SUSPENSION OF WORK AND TERMINATION

14.01 Owner May Suspend Work
A. At any time and without cause, Owner may suspend the Work or any portion thereof for a period of not more than 90 consecutive days by notice in writing to DB Entity which will fix the date on which Work will be resumed. DB Entity shall resume the Work on the date so fixed. DB Entity shall be allowed an adjustment in the Contract Price or an extension of the Contract Time(s), or both, directly attributable to any such suspension if DB Entity makes a Claim therefor as provided in Article

9. 14.02 Owner May Terminate for Cause
A. The occurrence of any one or more of the following events justifies termination for cause:

1. DB Entity's persistent failure to perform the Work in accordance with the Contract Documents (including, but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment or failure to adhere to the progress schedule established under Paragraph 2.04.A as adjusted from time to time pursuant to Paragraph 6.05).

2. DB Entity's disregard of Laws or Regulations of any public body having jurisdiction.

3. DB Entity's violation in any substantial way of provisions of the Contract Documents.

4. Any act by DB Entity exposing Owner to liability to others for personal injury or property damage; or

5. DB Entity becomes insolvent; files for federal bankruptcy protection; is adjudged a bankrupt; makes a general assignment for the benefit of creditors; or a receiver is appointed on account of DB Entity's insolvency.

B. If one or more of the events identified in Paragraph 14.02.A occur, Owner may, after giving DB Entity (and the surety, if any) seven days' written notice, terminate the services of DB Entity, take possession of any completed Drawings and Specifications prepared by or for DB Entity (subject to the indemnification provisions of Paragraph 3.05.A), exclude DB Entity from the Site, and take possession of the Work and of any tools, appliances, equipment and machinery for which the Owner paid the DB Entity, incorporate in the Work all materials and equipment stored at the Site or for which Owner has paid DB Entity but which are stored elsewhere, and finish the Work as Owner may deem expedient. In such case DB Entity shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the Contract Price exceeds all costs, losses and damages sustained #20..
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by Owner arising out of or resulting from completing the Work (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals and all court or arbitration or other dispute resolution costs) such excess will be paid to DB Entity. If such costs, losses and damages exceed such unpaid balance, DB Entity shall pay the difference to Owner. Such costs, losses and damages incurred by Owner will be incorporated in a Change Order. When exercising any rights or remedies under this paragraph Owner shall not be required to obtain the lowest price for the Work performed.

C. Notwithstanding Paragraph 14.02.B, DB Entity's services will not be terminated if DB Entity begins, within seven (7) days of receipt of notice of intent to terminate, to correct its failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt of said notice.

D. Where DB Entity’s services have been so terminated by Owner, the termination will not affect any rights or remedies of Owner against DB Entity then existing or which may thereafter accrue. Any retention or payment of moneys due DB Entity by Owner will not release DB Entity from liability.

E. Notwithstanding the notice periods provided in this Paragraph 14.02, in the event of an emergency, Owner shall have the right to immediately, and without notice to DB Entity, take over and protect the Site by whatever means it deems appropriate. Owner will endeavor to provide DB Entity notice of such action within 24 hours after its occurrence.

F. In no event shall any delay in Completion arising prior to issuance of a notice of termination for cause through the time such condition or violation shall have ceased or been cured be excused, nor shall DB Entity be relieved of liability for Liquidated Damages relating thereto.

G. Upon termination, DB Entity shall provide Owner with all Work Product, whether or not such documents are final or draft documents.

14.03 Owner May Terminate for Convenience
A. Owner may, at any time, with or without reason, terminate this Agreement and compensate DB Entity only for the Work and Services rendered to the date of termination and all reasonable costs incurred by DB Entity as a result of such termination (including in the termination of subcontracts, vendor agreements and in demobilization), which cannot be mitigated or eliminated through commercially reasonable efforts by DB Entity. Written notice by Owner shall be sufficient to stop further performance of services by DB Entity. Notice shall be deemed given when received by the DB Entity or no later than three (3) Business Days after the day of mailing, whichever is sooner. In the event that Owner terminates this Agreement pursuant to this section, Owner shall compensate DB Entity for work completed to date.

B. In any such termination for the convenience of Owner, DB Entity shall be paid for work completed in accordance with the Contract Documents prior to receipt of the notice of termination, and for termination settlement costs that in Owner’s sole discretion relate to commitments which had become firm prior to the termination. DB Entity shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from such termination. DB Entity shall justify its claims as requested by Owner with thorough, accurate records and data. #20..
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C. Notwithstanding the provisions of Paragraphs 14.03.A and 14.04.B above, in the event that Owner elects to terminate this Contract under Section 8.5 of the Agreement as a result of the failure of the Parties to reach an agreement on the Contract Price Proposal, then the following shall apply:

1. Owner’s termination will be effective upon DB Entity’s receipt of notice from Owner, provided, however, that Owner may set the effective date of termination at a time up to thirty (30) days later than otherwise provided to allow DB Entity to complete tasks whose value would otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to assemble Project documents in orderly files.

2. DB Entity’s sole and exclusive relief for such termination shall be limited to the monies due under the Design-Build Agreement, and DB Entity shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from such termination.

3. For the avoidance of doubt, upon terminating DB Entity, Owner shall have the right to use the Work Product to complete the Project, on a design-build, design-bidbuild or any other basis, with any entity of its choosing.

14.04 DB Entity May Suspend or Terminate for Cause
A. If Owner fails to pay undisputed amounts owed to DB Entity within forty-five (45) days of the date such payment is due under the Agreement, DB Entity’s remedies shall be as follows:

1. DB Entity is entitled to suspend the Work within five (5) days of delivering a written notice to Owner that DB Entity will suspend the Work as a result of Owner’s failure to pay undisputed amounts due. If DB Entity does suspend the Work and claims that the suspension has affected the cost or time of performance, it shall be entitled to proceed in accordance with the remedies set forth in Article

15. 2. DB Entity is entitled to terminate this Agreement if a suspension for Owner’s nonpayment continues for more than ninety (90) consecutive days. The termination shall become effective if, after such ninety (90) day period, Owner fails to cure the nonpayment within twenty (20) days of its receipt of a notice from DB Entity that it intends to terminate the Agreement as a result of Owner’s failure to pay undisputed amounts due. If DB Entity does terminate the Agreement, such termination shall be treated as if Owner had terminated the whole of the Work in accordance with Paragraph 14.03.A above.

B. If DB Entity elects to suspend the Work as a result of Owner’s failure to act under the circumstances described in Section 8.6 of the Agreement, DB Entity shall provide Owner with ten (10) working days advance written notice of its intent to suspend the Work. If Owner has not taken action under Section 8.5 of the Agreement within such ten (10) working days, and DB Entity does suspend the Work and claims that the suspension has affected the cost or time of performance, it shall #20..
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be entitled to proceed in accordance with the remedies set forth in Article 15.

C. Other than as specifically set forth in Paragraphs 14.04.A and 14.04.B above, DB Entity shall have no rights to suspend or terminate this Agreement for any reason, and shall be obligated to continue performing in a diligent manner and without delay.

ARTICLE 15 – CLAIMS AND DISPUTE RESOLUTION

15.01 General
A. Claims and disputes under the Contract include disagreements, claims, counterclaims, matters in question, and differences of opinion between Owner and DB Entity, regarding the Work and modifications or changes to the Work. Disputes may involve interpretation of Contract Documents, acceptability of the Work, costs and/or time for performance.

B. The procedures specified herein shall be the sole and exclusive procedures for the resolution of disputes between Owner and DB Entity arising out of or relating to this Contract, unless Owner and DB Entity agree otherwise in writing. The Parties will participate in good faith in the procedures specified in this Article 15.

C. All applicable statutes of limitation and defenses based upon the passage of time shall be tolled while the procedures specified in this Article 15 are pending. The Parties will take such action, if any, required to effectuate such tolling.

D. In the event any dispute occurs under this Contract which cannot be readily resolved, it shall be referred to the appropriate executives of Owner and DB Entity for negotiation and resolution as described below.

E. In the event of a dispute between the parties described in this Article, pending resolution of the dispute(s), DB Entity agrees to and shall continue the Work diligently to completion conditioned only on Owner’s payment of undisputed amounts. If the dispute is not resolved, DB Entity agrees it will not stop, delay, or hinder progress of the Work, but shall continue the Work diligently to completion conditioned only on Owner’s payment of undisputed amounts.

15.02 Notice
A. Notice: Written notice stating the general nature of each claim, dispute, or other matter shall be delivered by DB Entity to Owner immediately, but in no event later than ten (10) days after the start of the event giving rise thereto. Notice of the amount or extent of the claim, dispute, or other matter with supporting data shall be delivered to Owner within thirty (30) days after the start of such event (unless Owner allows additional time for DB Entity to submit additional or more accurate data in support of such claim, dispute, or other matter.) A claim for an adjustment in Contract Price shall be prepared in accordance with the provisions of Paragraph 11.01. A claim for an adjustment in Contract Time(s) shall be prepared in accordance with the provisions of Paragraph 11.02. Each claim shall be accompanied by DB Entity's written statement that the #20..
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adjustment claimed is the entire adjustment to which DB Entity believes it is entitled as a result of said event. In its claim DB Entity must provide justification for each line item of DB Entity’s claim including but not limited to specifying the section of the terms and conditions which provides an entitlement to the claim.

B. Owner's decision: Owner will render a formal decision in writing within sixty (60) days after receipt of the last submittal of DB Entity, if any. Owner's written decision on such claim, dispute, or other matter will be final and binding upon Owner and DB Entity unless an appeal from Owner's decision is taken within the time limits and in accordance with the dispute resolution procedures set forth in this Article 15. Owner may issue unilateral change orders as referenced in Paragraph

9.04.A.3.

15.03 Meet and Confer
A. If the claimant disputes the Owner’s written response, or the Owner fails to respond within the time prescribed, the claimant may so notify the Owner, in writing, either within 15 days of receipt of the Owner’s response or within 15 days of the Owner’s failure to respond within the time prescribed, respectively, and demand an informal conference to meet and confer for settlement of the issues in dispute. Upon a demand, the Owner shall schedule a meet and confer conference within 30 days for settlement of the dispute.

B. Following the meet and confer conference, if the claim or any portion remains in dispute, the claimant may file a claim as provided in Chapter 1 (commencing with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.6 of Title 1 of the Government Code. For purposes of those provisions, the running of the period of time within which a claim must be filed shall be tolled from the time the claimant submits his or her written claim pursuant to subdivision (a) until the time that claim is denied as a result of the meet and confer process, including any period of time utilized by the meet and confer process.

15.04 Litigation
A. The parties hereto agree that all actions or proceedings arising in connection with this agreement shall be tried and litigated exclusively in the state and federal courts of competent jurisdiction located in the County of Modesto, State of California or in the Federal District Court in the Eastern District of California. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this agreement in any jurisdiction other than that specified in this paragraph. DB Entity agrees to waive any objections to venue or jurisdiction in the County of Modesto, State of California or in the Federal District Court in the Eastern District of California, for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to this agreement.

15.05 Auditing of Claims
A. All claims filed by DB Entity shall be subject to audit at any time following the filing of the claim whether or not such claim is the subject of litigation. The audit and review of records may be performed by Owner or its consultants. Such right of audit shall include the records of DB Entity and #20..
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its Design Sub-consultants, Subcontractors and Suppliers. The audit may begin on 10 days’ notice to DB Entity, Design Sub-consultants, Subcontractors, or Suppliers. DB Entity, Design Sub-consultants, Subcontractors and Suppliers shall be required to cooperate with the auditors and provide such information and records as are necessary for analysis of the claim.

15.06 Costs for Dispute Resolution
A. Each party will bear its own costs, including but not limited to attorney’s fees, incurred as a result of any claim process and dispute resolution process contained in this Article 15. Notwithstanding the above, Owner shall have the right to recover its costs, including attorney’s fees, to the extent that these General Conditions provides Owner with such right.

ARTICLE 16 – MISCELLANEOUS

16.01 Giving Notice
A. All notices, demands, or other communications to DB Entity under this Contract shall be in writing and shall be deemed received if sent by certified mail, return receipt requested .

B. All notices to either Owner or DB Entity under this Contract shall be in writing. Any notice required or permitted to be given under this Agreement shall be deemed to have been given, served, and received if (i) given in writing and either personally delivered; (ii) sent by overnight delivery service; or (iii) certified mail, return receipt requested:

City
City of Modesto
1010 10th Street, Suite 4600
Modesto, California 95353
Attn: Utilities Director
DB Entity
Telstar Instruments
1717 Solano Way, Unit 34
Concord, CA 94520
Attn: Tammy Marston
Email: [email protected]
Any notice personally given shall be effective upon receipt. Any notice sent by overnight delivery service shall be effective the business day next following delivery thereof to the overnight delivery service. Any notice sent by certified mail shall be effective upon delivery or delivery attempt C. All correspondence to Owner under this Contract shall reference Owner’s Contract Number.

16.02 Computation of Times
A. When any period of time is referred to in the Contract Documents by days, it will be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day will be omitted from the computation.

16.03 Cumulative Remedies
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A. The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by:

1. Laws or Regulations; or

2. any special warranty or guarantee; or

3. other provisions of the Contract Documents.

B. The provisions of Paragraph 16.03.A will be as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right and remedy to which they apply.

16.04 Survival of Obligations
A. All representations, indemnifications, warranties and guarantees made in, required by or given in accordance with the Contract Documents, as well as all continuing obligations indicated in the Contract Documents, will survive Final Acceptance, final payment, and termination or completion of the Contract.

16.05 Controlling Law
A. The laws of the state of California shall govern all aspects of this Contract.

16.06 Truth-In-Negotiation
A. DB Entity warrants that all bid line items are true, complete and accurate and include all costs, overhead, profit and all other amounts associated with such items and may be relied upon by Owner when making additions or deductions to the Contract Price. DB Entity further warrants that all cost and pricing data provided to Owner during the term of the contract shall be complete, accurate and current when provided. Should there be any changes in the cost and pricing data previously submitted, DB Entity shall notify and provide the new information to Owner immediately. Owner shall be entitled to issue an appropriate change order to adjust the Contract Price and Contract Time(s) based on correcting inaccurate or incomplete information provided by DB Entity.

B. Despite any provisions in the Contract Documents to the contrary, any amounts paid by Owner to DB Entity in excess of that to which it is entitled under the Contract Documents shall be reimbursed by DB Entity to Owner. The making of final payment to DB Entity shall not be a waiver of Owner's right to reimbursement from DB Entity nor shall it discharge DB Entity's obligation to refund the overpayment. The terms of this Paragraph B shall survive Owner's making final payment.

C. DB Entity shall insert a provision containing all the requirements of this Paragraph 16.06 in all contracts between DB Entity and all DB-Related Entities, altering the section only as necessary to identify properly the contracting parties.
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16.07 Notice to Other Agencies
A. DB Entity shall notify all public and private entities or agencies in accordance with any and all ordinances, laws, agreements, licenses, and any other directions of construction activity, disruption of access or services. Owner shall not be responsible for any such notification.

16.08 No Conflict with Laws Or Regulations
A. The duties, obligations, criteria or procedure imposed by these General Conditions and the rights and remedies made available are in addition to, and are not to be construed in any way as a limitation of any rights and remedies available to any or all of them which are otherwise imposed or available by Laws or Regulations, except that in the event that a specific part or detailed requirement of a provision, criterion or procedure in these General Conditions and a specific part or detailed requirement of a provision, criterion or procedure imposed or available by Laws or Regulations are in conflict the specific part or detailed requirement of Laws and Regulations shall govern. All other specific parts or detailed requirements in the provisions, criteria or procedures of the applicable Laws or Regulations and these General Conditions not in conflict shall remain in full force and effect and be read with the controlling specific part or detailed requirement.

16.09 Advertising
A. No advertising shall be permitted upon any part of the Site or structures located on the Site. News or press releases pertaining to the services, work product(s), or performance of DB Entity under this Contract or the Project to which it relates shall be at the sole discretion of Owner.

16.10 Non-Solicitation
A. DB Entity shall not directly or indirectly, or through any other person, agency, company or organization solicit employees of Owner to undertake employment with it, its parent company, or any subsidiary company or any affiliated company during the performance of this Contract and for a period of one (1) year thereafter (the “non-solicitation period”). DB Entity acknowledges that actual or threatened violations of this Paragraph may give rise to irreparable injury to Owner, inadequately compensable in damages and, therefore, Owner may seek and obtain injunctive relief against the breach or threatened breach of DB Entity's obligations and undertakings thereunder, in addition to any other legal remedies which may be available. This Paragraph 16.10 will survive the termination of this Agreement. Violation of this Paragraph 16.10 during the non-solicitation period will be deemed a material breach of contract.

16.11 Records
A. DB Entity shall maintain records and Owner shall have inspection and audit rights as follows:

1. Maintenance of Records: DB Entity shall maintain all financial and non-financial records and reports directly or indirectly related to the negotiation or performance of this Contract including supporting documentation for any service rates, expenses, research or reports. Such records shall be maintained and made #20..
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available for inspection for a period of five years from completing performance and receiving final payment under this Contract.

2. Examination of Records: Owner or its designated agent shall have the right to examine in accordance with generally accepted governmental auditing standards all records directly or indirectly related to this Contract. Such examination may be made only within five (5) years from the date of final payment under this Contract and upon reasonable notice, time and place. Records which relate to any litigation, appeals or settlements of claims arising from performance under this Contract shall be made available until a final disposition has been made of such litigation, appeals or claims.

3. Cost and Pricing Data: DB Entity, by executing this Contract, certifies to truth in negotiation, specifically, that wage rates and other factual unit costs supporting the consideration are accurate, complete, and current at the time of contracting.

DB Entity agrees that Owner may adjust the consideration for this Contract to exclude any significant sums by which the consideration was increased due to inaccurate, incomplete, or non-current wage rates and other actual unit costs.

Owner shall make any such adjustment before the termination of this Contract.

4. Applicability to Authorized Agents: In the event that any of the Work is delegated by DB Entity, DB Entity hereby agrees to include in any such Contract a provision requiring such counterparty to agree to the same requirement for records retention, inspection and audit rights as set forth in this Paragraph 16.11.

5. Pursuant to California Statutes any part of the Work which include building plans, blueprints, schematic drawings, and diagrams, including draft, preliminary, and final formats, which depict the internal layout and structural elements of a building, water treatment facility, or other structure, must be maintained in a confidential manner and secured by DB Entity and parties associated with projects assigned under the Contract. Review by any unauthorized provider or outside/third party not performing work necessary for the assigned work order is prohibited. This Paragraph shall survive the expiration or termination of this Contract.

6. DB Entity and parties associated with projects assigned under the Contract shall complete, comply with and furnish to Owner a signed copy of a plan and specification request form, prior to obtaining such documents for bidding purposes.

16.12 Public Access
A. Owner shall allow public access to all Project documents and materials in accordance with the provisions of California Government Code Section 6250 et seq. Should DB Entity assert any exemptions to the requirements of California Government Code Section 6250 et seq. and related #20..
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statutes, the burden of establishing such exemption, by way of injunctive or other relief as provided by law, shall be upon DB Entity.

16.13 Standards of Compliance
A. DB Entity hereby assures that no person shall be excluded on the grounds of race, color, creed, national origin, handicap, age, gender, sex, sexual orientation, or any other basis prohibited by applicable Laws and Regulations from participation in, denied the benefits of, or be otherwise subjected to discrimination in any activity under this Contract. DB Entity shall take all measures necessary to effectuate these assurances.

B. DB Entity warrants that it has not employed or retained any person, other than a bona fide employee working solely for DB Entity, to solicit or secure this Contract. Further, DB Entity warrants that it has not paid or agreed to pay any person, other than a bona fide employee working solely for DB Entity, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the awarding or making of this Contract. For breach of this provision, Owner may terminate this Contract without liability and, at its discretion, deduct or otherwise recover the full amount of such fee, commission, percentage, gift, or other consideration.

16.14 DB Entity is an Independent Contractor
A. DB Entity shall be considered an independent contractor and neither party shall be considered an employee or agent of the other party. Nothing in this Contract shall be interpreted to establish any relationship other than that of independent contractor between the parties and their respective employees, agents, subcontractors, or assigns during or after the performance on this Contract. Both parties are free to enter into contracts with other parties for similar services. Owner shall not pay DB Entity staff any direct remuneration, expense reimbursement or compensation of any kind and DB Entity’s staff shall not be eligible for any benefit programs Owner offers to its employees. All benefits available to DB Entity’s staff shall be exclusively provided by DB Entity. DB Entity shall provide all billing, collection, payroll services and tax withholding, among other things, for all DB Entity staff performing services under this Contract.

16.15 No Right to Assign
A. DB Entity shall not assign, delegate, or otherwise transfer its rights and obligations as set forth in this Contract without the prior written consent of Owner. Any attempted assignment in violation of this Paragraph shall be null and void.

16.16 No Right to Pledge
A. DB Entity shall not pledge Owner’s credit or make Owner a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness.

16.17 No Right to Employment Benefits
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A. DB Entity expressly understands and agrees that DB Entity, its officers, agents, and employees, are not entitled to any employment benefits from Owner. DB Entity expressly and voluntarily waives and agrees not to make any claim to participate in any of Owner’s employee benefits or benefit plans should DB Entity or any of its officers, agents, or employees be adjudicated for any reason to be an employee of Owner.

16.18 Void or Unenforceable Provisions Entire Agreement A. Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and DB Entity, who agree that the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision.

16.19 Counterparts
A. This Agreement and all amendments to it may be executed in counterparts, each of which shall be deemed an original. A facsimile or electronic signature shall be deemed to be the equivalent of the actual original signature. All counterparts so executed shall constitute one document binding all the Parties hereto.

16.20 Nondiscrimination
DB Entity and its contractors and subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employee because of gender, sexual orientation, race, color, ancestry, religion, creed, national origin (including language use restriction), pregnancy, physical disability, mental disability, medical condition, age, marital status, or any other basis prohibited by applicable Laws and Regulations. DB Entity and its contractors and subcontractors shall comply with the provisions of the Fair Employment and Housing Act and associated regulations.

16.21 Entire Agreement
A. The Contract Documents states the entire understanding between the parties and supersedes any written or oral representations, statements, negotiations, or agreements to the contrary. DB Entity recognizes that any representations, statements or negotiations made by Owner staff or Owner consultants do not suffice to legally bind Owner in a contractual relationship unless they have been reduced to writing, approved, and signed by an authorized Owner representative. This Contract shall, as of the Effective Date of the Agreement, bind the parties, their assigns, and successors in interest.

END OF DOCUMENT
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EXHIBIT 4

WORKFORCE CERTIFICATIONS

LOCAL HIRE CERTIFICATION

TO BE EXECUTED BY DB ENTITY AND SUBMITTED WITH CONTRACT PRICE PROPOSAL The undersigned declares:

I agree and certify that I will make a good faith effort to hire Qualified Individuals who are local residents in sufficient numbers so that no less than twenty-five percent (25%) of the total Construction Work Hours are performed by Local Residents. I certify that if this Contract Price Proposal is accepted I will take the following or similar actions to recruit and maintain Local Residents as part of the construction workforce pursuant to Section 8-

3.704(b) Modesto Municipal Code:

1. Contact local recruitment sources to identify Qualified Individuals who are Local Residents;

2. Advertise for Qualified Individuals who are Local Residents in trade papers and newspapers of general circulation within the City of Modesto and County of Stanislaus, or by electronic means (unless time does not permit such advertising);

3. If applicable, identify subcontractors whose workforce includes Qualified Individuals who are Local Residents.

I further certify that if this Contract Price Proposal is accepted I will include in each and every subcontract related to this bid a provision requiring the subcontractor to certify that it made a good faith effort to hire Qualified Individuals who are Local Residents. Capitalized terms not defined herein shall have the same meaning as in Section 8-3.703 Modesto Municipal Code
Any person executing this declaration on behalf of a DB Entity that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute, and does execute, this declaration on behalf of the DB Entity.

I certify under penalty of perjury under the laws of the State of California that the foregoing is true and correct. ___________________________________________________
(Signature)
___________________________________________________
(Print Name & Title)
___________________________________________________
(Print Name of Bidder)
___________________________________________________
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(Date)

SKILLED AND TRAINED WORKFORCE CERTIFICATION

TO BE EXECUTED BY DB ENTITY AND SUBMITTED WITH CONTRACT PRICE PROPOSAL The undersigned DB Entity declares:

I agree and certify that I will make a good faith effort to employ a skilled and trained workforce, as defined by California Public Contract Code § 2601, to perform all work on the project that falls within an Apprenticable Occupation. I certify that if this Contract Price Proposal is accepted I will take the following or similar actions to recruit and maintain a skilled and trained workforce pursuant to Section 8-3.804(c) of the Modesto Municipal Code:

1. Contact recruitment sources to identify Qualified Individuals;

2. Advertise for Qualified Individuals in trade papers and newspapers of general circulation within the City of Modesto and County of Stanislaus, or by electronic means (unless time does not permit such advertising); and

3. If applicable, identify subcontractors whose workforce includes Qualified Individuals.

I further certify that if this Contract Price Proposal is accepted I will include in each and every subcontract related to this bid a provision requiring the subcontractor to certify that it made a good faith effort to use a skilled and trained workforce in that contract. Capitalized terms not defined herein shall have the same meaning as in Section 8-3.803 Modesto Municipal Code
Any person executing this declaration on behalf of a DB Entity that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute, and does execute, this declaration on behalf of the DB Entity.

PREVAILING WAGE CERTIFICATION
I hereby certify that I will conform to the State of California Public Works Contract requirements regarding prevailing wages, benefits, on-site audits with 48-hours’ notice, payroll records, and apprentice and trainee employment requirements, as further set forth in Labor Code section 1720 et seq., for all Work on the above Project.

Date:

Name of DB Entity:

Signature:

Print Name:

Title:
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EXHIBIT 6
WORKERS’ COMPENSATION CERTIFICATION
Labor Code section 3700 in relevant part provides:

Every employer except the State shall secure the payment of compensation in one or more of the following ways:
a. By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this state.
b. By securing from the Director of Industrial Relations a certificate of consent to self-insure, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self-insure and to pay any compensation that may become due to his employees.

I am aware of the provisions of section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work of this Agreement.

Date:

Name of DB Entity:

Signature:

Print Name:

Title:
(In accordance with Article 5 - commencing at section 1860, chapter 1, part 7, division 2 of the Labor Code, the above certificate must be signed and filed with the awarding body prior to performing any Work under this Agreement.)
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EXHIBIT 7

ASBESTOS & OTHER HAZARDOUS MATERIALS CERTIFICATION

DB Entity hereby certifies that no Asbestos, or Asbestos-Containing Materials, polychlorinated biphenyl (PCB), or any material listed by the federal or state Environmental Protection Agency or federal or state health agencies as a hazardous material, or any other material defined as being hazardous under federal or state laws, rules, or regulations “New Material Hazardous”, shall be furnished, installed, or incorporated in any way into the Project or in any tools, devices, clothing, or equipment used to affect any portion of DB Entity's work on the Project for Owner.

DB Entity further certifies that it has instructed its employees with respect to the above-mentioned standards, hazards, risks, and liabilities.

Asbestos and/or asbestos-containing material shall be defined as all items containing but not limited to chrysotile, crocidolite, amosite, anthophyllite, tremolite, and actinolite. Any or all material containing greater than one-tenth of one percent (.1%) asbestos shall be defined as asbestos-containing material.

Any disputes involving the question of whether or not material is New Hazardous Material shall be settled by electron microscopy or other appropriate and recognized testing procedure, at Owner’s determination. The costs of any such tests shall be paid by DB Entity if the material is found to be New Hazardous Material.

All Work or materials found to be New Hazardous Material or Work or material installed with “New Hazardous Material” containing equipment will be immediately rejected and this Work will be removed at DB Entity's expense at no additional cost to Owner.

DB Entity has read and understood the document Hazardous Materials Procedures & Requirements, and shall comply with all the provisions outlined therein.

Date:

Name of DB Entity:

Signature:

Print Name:

Title:
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EXHIBIT 8

PEFORMANCE & PAYMENT BONDS
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EXHIBIT 9

INSURANCE REQUIREMENTS
5249332.1
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EXHIBIT 9
LIABILITY INSURANCE.

A. General
DB Entity shall procure and maintain for the duration of this Agreement insurance as required by the Contract Documents and against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Project by the DB Entity, its agents, representatives, employees, or subcontractors. The City reserves the right to change these insurance requirements as part of the acceptance of the Contract Price Proposal.

B. Minimum Scope and Limit of Insurance
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01, including products and completed operations, with limits of no less than $1,000,000 per occurrence for bodily injury, personal injury, and property damage.

If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), with limits no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.

4. Professional Liability: insurance with a minimum limit of $1,000,000 per claim and policy aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work.

C. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City.

At the option of the City, either: the DB Entity shall cause the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees, and volunteers; or the DB Entity shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses.

D. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL and automobile liability policies with respect to liability arising out of work or operations performed by or on behalf of the DB Entity including automobiles owned, leased, hired, or borrowed by or on behalf of #20..
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the DB Entity. General liability coverage can be provided in the form of an endorsement to the DB Entity’s insurance (at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 23 37 forms if later revisions used).

2. For any claims related to this project, the DB Entity’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the DB Entity’s insurance and shall not contribute with it.

3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to the City.

E. Claims Made Policies
If any coverage required is written on a claims-made coverage form:

1. The retroactive date must be shown, and this date must be before the execution date of the Agreement or the beginning of Contract Work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of Contract Work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the Agreement effective, or start of work date, the DB Entity must purchase extended reporting period coverage for a minimum of five (5) years after completion of Contract Work.

4. A copy of the claims reporting requirements must be submitted to the City for review.

F. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A:

VII, unless otherwise acceptable to the City.

G. Waiver of Subrogation
DB Entity hereby agrees to waive rights of subrogation which any insurer of DB Entity may acquire from DB Entity by virtue of the payment of any loss. DB Entity agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the DB Entity, its employees, agents and subcontractors.

H. Verification of Coverage
DB Entity shall furnish the City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this Agreement.

However, failure to obtain the required documents prior to the work beginning shall not waive the DB Entity’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by the Contract Documents, at any time.
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-1-

TECHNICAL ADVISOR SERVICE AGREEMENT

FOR SCADA SYSTEM REPLACEMENT PROJECT
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this ___ day of , 2023, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and EMA, INC. DBA EMA OF MINNESOTA, INC., hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. The City has determined that Technical Advisor Services are necessary for the Supervisory Control and Data Acquisition (SCADA) System Replacement Project based on the City’s existing and future needs.

B. Consultant represents that it is qualified, willing and able to provide the services to prepare said services.

NOW, THEREFORE, in consideration of this agreement, and the mutual promises, covenants, and stipulations hereinafter contained, the parties agree as follows:

1. SCOPE OF SERVICES.

Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached hereto and referred to as Exhibit "A" or "project". The Consultant shall perform the services as described in Exhibit "A" in a manner compatible with the standards of its profession, and shall produce a fully complete project that is acceptable to City.

2. TERM OF AGREEMENT.
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This Agreement is effective as of the date first written above and will continue in effect until 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 this Agreement.

Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents commonly referred to as “project” attached hereto as Exhibit "A" and made a part hereof. City hereby gives Consultant notice to proceed with the preparation of the project in the manner described in Exhibit "A", as of the Effective Date of this agreement. Consultant shall diligently proceed with the preparation of the project and agrees to complete said preparation within the time period set forth in Exhibit "A".

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed THREE HUNDRED SIXTY NINE THOUSAND SIX HUNDRED NINETY FOUR AND 00/100 DOLLARS ($369,694) (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, except that additional services may be compensated as described below.

The Compensation shall be paid pursuant in the manner and at the times set forth below:

City shall pay Consultant on a time and materials basis for Consultant’s actual costs for all work called for in Exhibit “A” to this Agreement. All work to be performed under this Agreement shall be billed at the hourly rates set forth in Exhibit “B” attached hereto, Consultant shall submit monthly invoices to City which include detailed tasks, hours worked, #20..
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and billable rates for all work completed, and detailed receipts for any out-of-pocket costs paid by Consultant in connection with work performed on this project.

Additional services may be authorized by the City Manager in an amount up to, but not to exceed 10% of the agreed maximum compensation, or THIRTY SIX THOUSAND NINE HUNDRED SIXTY NINE AND 00/100 DOLLARS ($36,969). In the event that additional services are deemed necessary, the Consultant shall provide a written request to the City Manager indicating the reason for additional work, scope and cost of such work. The City Manager shall provide a written response to the request, either approving or denying the additional expenditure. If additional services are requested and approved, they will be billed at the hourly rates set forth in Exhibit “B” and may not exceed the amount requested and approved in writing by the City Manager. In that event, the new total compensation shall not exceed FOUR HUNDRED SIX THOUSAND SIX HUNDRED SIXTY THREE AND 00/100 DOLLARS ($406,663). If additional services in excess of this amount are deemed necessary by City Staff, an amendment to this Agreement will be required and must be approved by the City Council prior to commencing the work, as provided in Paragraph 9 of this agreement.

4. OBLIGATIONS OF CONSULTANT.

Throughout the term of this Agreement, Consultant shall possess, or secure all licenses, permits, qualifications and approvals legally required to conduct business.

Consultant warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide the City with the services contemplated by this Agreement. Consultant further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, #20..
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prepare factual presentations, and provide professional advice and recommendations regarding this project.

5. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that David Selby, will be the person primarily responsible for the performance of the services referred to in this Agreement. City has entered into this Agreement in reliance on that representation by Consultant. Consultant therefore agrees that forty percent (40%) or more of the time to be devoted to the project that is the subject of this Agreement will be that of the above-named person.

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

Ownership of Documents
All reports, drawings, designs, graphics, working papers and other incidental work or materials furnished hereunder shall become and remain the property of the City, and may be used by City as it may require without any additional cost to City. No reports shall be used by the Consultant for purposes other than this contract without the express prior written consent of City.

Title to Data
If, as a part of the agreement, Consultant is required to produce data such as, but not limited to, drawings, plans, specifications, calculations, models, flow diagrams, visual aids and other related materials, the originals of all such data generated under this agreement will be delivered to City upon the completion or termination of services under the contract.

All materials, documents, data or information obtained from the City data files or any City medium furnished to Consultant in the performance of this Agreement will at all times remain the property of the City. Such data or information may not be used or copied for #20..
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direct or indirect use by Consultant after termination of this Agreement without written consent of the City.

7. NEWS AND INFORMATION RELEASE.

Consultant agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Manager.

8. INTEREST OF CONTRACTOR.

Consultant warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Consultant warrants that, in performance of this Agreement, Consultant shall not employ any person having any such interest. Consultant agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this contract if so required at the option of City.

9. AMENDMENTS.

Both parties to this Agreement understand that 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 change in 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.

Until a change order is so executed, City will not be responsible to pay any charges Consultant may incur in performing such additional services, and Consultant shall not be required to perform any such additional services. #20..
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10. INDEPENDENT CONTRACTOR.

All acts of Consultant, its agents, officers, and employees and all others acting on behalf of Consultant relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of City. Consultant, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City.

Consultant has no authority or responsibility to exercise any rights or power vested in the City.

No agent, officer, or employee of the City is to be considered an employee of Consultant. It is understood by both Consultant and City that this Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture.

Consultant, its agents, officers and employees are and, at all times during the terms of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of City.

Consultant shall determine the method, details and means of performing the work and services to be provided by Consultant under this Agreement. Consultant shall be responsible to City only for the requirements and results specified in this Agreement, and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of the Consultant in fulfillment of this Agreement. Consultant has control over the manner and means of performing the services under this Agreement.

Consultant is permitted to provide services to others during the same period service is provided to City under this Agreement. If necessary, Consultant has the responsibility for employing other persons or firms to assist Consultant in fulfilling the terms and obligations under this Agreement.
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If in the performance of this Agreement any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control of Consultant. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the Consultant.

It is understood and agreed that as an independent contractor and not an employee of City neither the Consultant or Consultant's assigned personnel shall have any entitlement as a City employee, right to act on behalf of the City in any capacity whatsoever as an agent, or to bind the City to any obligation whatsoever.

It is further understood and agreed that Consultant must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Consultant's personnel.

As an independent contractor, Consultant hereby indemnifies and holds City harmless from any and all claims that may be made against City based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement.

11. ASSIGNMENT.

Neither this Agreement nor any portion thereof shall be subcontracted or assigned without the express prior written consent of the City in each and every instance.

12. PATENT/COPYRIGHT MATERIALS.

Unless otherwise expressly provided in the contract, Consultant shall be solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of this Agreement. Consultant shall furnish a warranty of such right to use to City at the request of City.
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13. NOTICES.

Notice required by this Agreement shall be given in writing and shall be deemed given and effective upon receipt provided that such are delivered in accordance with the provisions of this Section. Notices shall be delivered either by: (a) personal delivery (including delivery by an overnight courier service which obtains confirmation of receipt); or (b) by facsimile, provided that such transmission is followed by delivery by an overnight courier service which obtains confirmation of receipt; or (c) postage prepaid, return receipt requested, certified mail; or (d) by electronic transmission subject to reasonable proof that the notice was both transmitted and received. Each such notice shall be sent to the parties at the address respectively set forth below or to such other address as a party may designate by written notice given in accordance with the provisions of this Section:

FOR CONSULTANT: Name: EMA, Inc.

Address: 2355 Highway 36 West, Suite 200
St. Paul, MN 55113-3819
Attention: Timothy S. Payne
Phone: (253) 606-6523
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95353
Attention: Cristian Ciotau, Senior Civil Engineer
Phone: (209) 571-5424
Facsimile: (209) 522-1780

14. INSURANCE REQUIREMENTS.

The Consultant shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall #20..
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provide evidence of such insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City by certified mail, return receipt requested, for all of the following stated insurance policies.

In the event the certificates of insurance required hereunder do not provide for notice of cancellation to the certificate holder and/or additional insureds, the Consultant shall provide, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, an endorsement from their insurers providing that the additional insureds identified herein shall be provided 30 days notice of the cancellation on the policies of insurance required hereunder (10 days notice if the policies are cancelled for non-payment of premium). In addition, the named insured on all such policies shall provide to the additional insureds identified herein any notices of cancellation of said insurance policies within 5 business days of receipt of such notice. The Consultant shall, as a further express condition precedent to payment for work performed, affirm under penalty of perjury that the required insurance on the project remains in place and said insurance has not been cancelled.
(a) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000. (b) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises #20..
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and operations; broad form contractual; independent consultants and subcontractors; products and completed operations as applicable.
(c) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. This insurance shall cover any automobile for bodily injury and property damage.
(d) Professional Liability insurance with a minimum limit of $1,000,000 per claim and policy aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work as long as such coverage is commercially available.

If at any time any of said policies shall be unsatisfactory to the City, as to form or substance, or if a company issuing such policy shall be unsatisfactory to the City, the Consultant shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended or terminated.

Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City. The Consultant's General Liability and Auto #20..
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Liability insurance policy(ies) shall include a provision that the coverage is primary as respects the City; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the Risk Manager. The Consultant must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

CONSULTANT shall provide CITY with separate endorsements evidencing proof of the CITY’s additional insured status as to both the general liability and automobile liability insurance policies. In addition, CONSULTANT shall provide CITY with a Workers Compensation subrogation waiver by way of a separate endorsement. All endorsements referenced above must include the applicable policy number.

For any claims related to this project, the CONSULTANT’S insurance coverage shall be primary insurance as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the CONSULTANT’S insurance and shall not contribute with it.

15. TERMINATION OF AGREEMENT.

Termination by City for Default of Consultant
Should Consultant default in the performance of this Agreement or materially breach any of its provisions, at its option, City may terminate this Agreement by giving written notification to Consultant. The termination date shall be the effective date of the notice. For the purposes of this section, material breach of this Agreement shall include, but not be limited to, any of the following: failure to perform required services or duties, willful destruction of City's property by Consultant, dishonesty or theft. #20..
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Termination by City for Convenience
The City may also terminate the Consultant's performance under the Agreement, either in whole or in part, at its own discretion, or when conditions encountered during the Work make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the Agreement by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the Work for any reason. The City shall provide no less than ten (10) calendar days written notice of its intent to terminate the Agreement for convenience, and shall endeavor to provide the Consultant with consultation with the City prior to termination.

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and Subcontractors except as necessary to complete any portion of the Work that is not terminated; c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such #20..
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subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the Work not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Consultant in performing the Work whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of City;
f. Complete performance of such part of the Work as has not been terminated;
g. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Work and/or property related to the Work;
h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project. i. The Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain
unacceptable and/or not useful to City as of the termination date. #20..
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City will pay Consultant an amount based on the percentage of satisfactory work completed in accordance with the notice of termination. The final payment to the Consultant after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant agreements or contracts for materials;
b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.

Authorization to Terminate Agreement
Termination of the Agreement may be invoked by the City Manager, or his/her designee, subject to the right of the Consultant to appeal the City Manager, or his/her designee’s, decision to the City Council. The Consultant shall appeal by notifying the City Clerk in writing within ten (10) calendar days of receipt of written notification from City of termination of the Agreement. In the event that termination of this Agreement is upheld by the City Council, any cessation of payment of delay claims, extended claims, Eichleay claims, or any other claims for delay shall be retroactive to the date of termination selected by the City Manager, or his/her designee.
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16. CERTIFIED PAYROLL REQUIREMENT.

For consultants performing field work on public works contracts on which prevailing wages are required: The Consultant shall comply with the provisions of Section 1776 of the California Labor Code, regarding payroll records, and shall require its subconsultants and subcontractors to comply with that section as may be required by law.

17. INDEMNITY.

The Consultant shall hold the City, 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 indirectly out of any negligent or intentional act or omission of Consultant, or its agents, officers, employees, or volunteers relating to or during the performance of its obligations under this Agreement.

Consultant's obligation to defend, indemnify, and hold the City, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this Agreement for Consultant to procure and maintain a policy of insurance.

18. DISPUTE RESOLUTION.

All claims, controversies, or disputes arising out of, or relating to the formation of this Agreement, or the breach, termination execution, enforcement, interpretation, or validity of this Agreement, including the determination of the scope or applicability of this contract provision shall be determined by binding arbitration in Modesto, California by one arbitrator, except as otherwise specified in this Agreement. The American Arbitration #20..
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Association shall administer the arbitration under its Arbitration Rules then in effect, subject to the modifications of those rules contained in this paragraph. This agreement to arbitrate shall be specifically enforceable under the prevailing law of any court having jurisdiction, and the award rendered by the arbitrator may be entered in any court having jurisdiction. The appropriate venue for any arbitration or court proceeding relating to or arising out of this provision shall be in Stanislaus County, California.

This paragraph is not intended to and does not waive the claim filing requirements found in California Government Code section 900 et seq. In the event that a timely and legally sufficient, arbitrable claim is filed by Consultant with City, and the claim is rejected in whole or in part by City, this paragraph shall result in the conclusive, final, and binding resolution of all the issues presented in the claim by Consultant so long as any issues presented by the claim are arbitrable. Claims rejected by City or by operation of law, shall be submitted by Consultant to arbitration pursuant to the Arbitration Rules of the American Arbitration Association within ninety (90) days after mailing of the written rejection by City to Consultant.

Otherwise, the claim or claims shall be deemed waived in their entirety.

The “fast track’ rules of the American Arbitration Association shall apply to any claim or counterclaim less than ONE HUNDRED FIFTY THOUSAND AND 00/100 ($150,000.00) DOLLARS. In arbitration not proceeding under the “fast track” rules, the arbitrator shall have the power to order that depositions be taken and other discovery be made.

Both City and Consultant shall have the right, upon written notice, to take no more than three (3) depositions of the other as a matter of right in an arbitration proceeding under the “fast track” rules.
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Whether or not City and Consultant may be engaged in interstate commerce, any controversy or dispute mentioned above shall be determined by, and the parties shall be bound by, the substantive law of the State of California, and not the Federal Arbitration Act at 9 USC Section 1 et seq.

The arbitrator may grant any remedy or relief deemed by the arbitrator just and equitable under the circumstances, whether or not such relief could be awarded in a court of law. The arbitrator shall be empowered to award monetary sanctions against a party for failure of cooperation in the arbitration. The arbitrator shall, in written award, allocate all the costs of the arbitration, including the fees of the arbitrator and the reasonable attorney fees of the prevailing party, against the party who did not prevail. The prevailing party shall be the party in whose favor the majority of the central issues in the case are resolved.

Notwithstanding anything in this provision to the contrary, the arbitrator shall have no power to award punitive damages or other damages not measured by the party’s actual damages (excluding litigation costs and fees) against any party. This limitation of the arbitrator’s powers under this Agreement shall not operate as an exclusion of the issue of punitive damages from this Agreement to Arbitrate sufficient to vest jurisdiction in a court with respect to that issue.

Consultant shall include in all subcontracts a specification whereby the subcontractor consents to being joined in an arbitration between City and Consultant involving the work of the subcontractor to be joined. Consultant’s failure to do so shall be a breach of this Agreement.
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The parties hereby waive any rights provided by Title 9.2 of the California Code of Civil Procedure, Section 1296. The arbitrator’s award shall be deemed final, conclusive and binding to the fullest extent allowed by California law.

19. ENTIRE AGREEMENT.

This Agreement and its exhibits contain the entire understanding between Consultant and City. Additional or new terms contained in this Agreement which vary from Consultant's proposal are controlling and are deemed accepted by Consultant by shipment of any article or other commencement of performance hereunder. All previous proposals, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement. No future waiver of or exception to any of the terms, conditions, and provisions of this Agreement shall be considered valid unless specifically agreed to in writing by all the parties.

20. PARTIAL INVALIDITY.

If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

21. WAIVER.

The waiver by any party to this Agreement of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing. #20..
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22. AUDIT.

The City's duly authorized representative shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify Consultant's charges to City under this Agreement.

Consultant agrees to retain reports, records, documents, and files related to charges under this Agreement for a period of four (4) years following the date of final payment for Consultant services. City's representative shall have the right to reproduce any of the aforesaid documents.

23. GOVERNING LAW.

This Agreement shall be governed according to the laws of the State of California.

24. HEADINGS NOT CONTROLLING.

Headings used in the Agreement are for reference purposes only and shall not be considered in construing this Agreement.

25. COMPLIANCE WITH LAWS.

Consultant shall insure compliance with all safety and hourly requirements for employees, in accordance with federal, state, and county safety and health regulations and laws. Consultant shall fully comply with all applicable federal, state, and local laws, ordinances, regulations and permits.

26. CITY BUSINESS LICENSE.

Consultant will have a City of Modesto business license. #20..
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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement 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 EMA, Inc., has caused this agreement to be duly executed in duplicate as of the Effective Date.
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EXHIBIT A & B
City of Modesto SCADA DB Technical Advisory Services
Scope of Services – Rev 2
December 2022 1

SCOPE OF SERVICES

OVERVIEW
The City of Modesto (the City) currently utilizes an HSQ SCADA system to monitor and control facilities within the City’s water, wastewater, and storm water systems. The City faces various challenges related to the maintenance, operation, expansion, and reporting components of the SCADA system. In order to address the operational limitations and support challenges presented by the current system, the City is replacing the HSQ system with a commercial-off-the-shelf (COTS) system.

EMA has thus far provided Professional Engineering Services to assist the City in the planning and implementing of the replacement SCADA system. The process began with the evaluation of HMI systems, and then EMA worked with the City to determine the procurement and delivery methodology to be used for the upgrade project. EMA then assisted with the development of the scope of work needed to engage a qualified design-build team.

The City has elected to use the progressive design-build contracting method to deliver the SCADA Upgrade Project and has selected Telstar Instruments as the Design-Builder (DB Team). Additionally, Carollo Engineers will be providing Owner’s Advisor (OA) Services.

EMA has been engaged to provide Technical Advisory Services for the project. This will include providing support to the City to evaluate the technical aspects of the Pre-Construction phase services and development of the guaranteed maximum price (GMP). When the project moves into the construction phase, EMA will continue to support the City by reviewing submittals and overseeing SCADA system implementation and testing.

The following describes our proposed scope of work for these services. 1 #20..
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EXHIBIT A & B
City of Modesto SCADA DB Technical Advisory Services
Scope of Services – Rev 2
December 2022 2

SCOPE OF WORK
Phase 100 Project Management
The total duration of this project is anticipated to be approximately 15 months. EMA will provide the following project management services.

Task 110 Provide General Project Management
EMA’s project manager will supervise and assign project staff as appropriate to complete the project requirements in a timely manner. The PM will also track task budgets and prepare invoices on a monthly basis.

Task 120 Attend Periodic Project Meetings
EMA will participate in weekly check-in meetings via video conferencing. Attendance will include the City, Telstar, Carollo, and EMA. Additionally, EMA will attend quarterly partnering sessions anticipated to be 4 hours in length.

Task 130 Submit Progress Reports
EMA will develop monthly progress reports. The progress reports will summarize work completed in the previous month, work planned for the following month, any issues that need resolution, and budget. A copy of the progress report will be included with each invoice. EMA will ensure that the expenditures of each task are within budget; if the expenditures are in excess of the budgeted amount, EMA will submit with the monthly invoice, along with an adjusted budget allocation by task. The impact to the overall budget should also be indicated.

Phase 200 Design Field Investigations
Field site investigations will be conducted by the DB Team to gather the information needed to develop the design. Field site visits are anticipated for a duration of 15 weeks. EMA will participate in the initial investigations to facilitate this effort, including five days allotted for Remote Sites and two days for Treatment Plants.

Phase 300 Attend Workshops
Under this phase EMA will attend project workshops as follows:
 System Architecture
 Radio Telemetry / Network Alternatives (3)
 Tagging and Identification
 Project Implementation Alternatives (3)
 Historic Data, Conversion, Criteria
 PLC Hardware Evaluation
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EXHIBIT A & B
City of Modesto SCADA DB Technical Advisory Services
Scope of Services – Rev 2
December 2022 3
 Control Panel and PLC Technical Details
 Shop Drawing Format, Structure
 PLC Programming Standards (3)
 HMI/SCADA Standards (3)
 Standards for Related Projects
 Cybersecurity (3)
 Enterprise Integration / Interfaces
 Reporting (2)
For budgetary purposes, we are assuming the above 25 workshops are four hours in duration.

The DB Team will be responsible for conducting the workshops as well as meeting agendas, presentations, and meeting notes. For budgetary purposes, we are assuming that the workshops will be conducted in person and conducted by grouping the workshops into eight trips.

Phase 400 Submittal Review
EMA will review DB Team submittals, including Standards, Reports, Technical Memorandums, and multiple iterations of Design Drawings and Specifications. EMA will coordinate with the City and OA to determine which submittals will be reviewed by EMA. EMA’s comments will direct the DB Team to the necessary corrective actions when required, include recommended improvements, and identify the acceptability and recommended disposition of the submittal.

In general, submittals will be reviewed and returned with comments with 10 working days of their receipt. Extended review time may be required in certain cases, and EMA will notify the City and OA in advance if it is believed that the 10-day review turn-around period is not possible. EMA will provide one additional review for submittals that are returned to the DB Team for revision and resubmittal. Review of multiple re-submittals due to the DB Team’s inability to provide the proper information or comply with contract requirements is not included in our current project budget.

Task 410 General Submittals
General Submittals will include all Standards, Reports, and Technical Memorandums completed under the Pre-Construction phase. Anticipated submittals for review include the following:
 SCADA/HMI Configuration Standards
 Tagging and Identification
 PLC Programming Standards
 PLC Alternatives Analysis
 Control Panel Standards
 Loop Drawing Standards
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EXHIBIT A & B
City of Modesto SCADA DB Technical Advisory Services
Scope of Services – Rev 2
December 2022 4
 Design Standards
 Test Plan Outline
 Radio Path Computer Model Results
 Communication Study Report
 Cybersecurity Technical Memorandum
Task 420 Design Submittals
Design Submittals developed by the DB Team are to be submitted at 30%, 60%, and 85% design milestones. Anticipated submittals for review include the following:
 Design Drawings and Specifications
 Cost Estimates and GMP
 SCADA Network and Telemetry Upgrade Plan
 Basis of Design Hardware and Software BOMs
 Process Control Narratives (PCNs), existing and as-proposed  Maintenance of Operations Plans
 SCADA Migration Approach and Cutover Plan
 Data Migration Plan
EMA will attend the design review for each milestone. For budgetary purposes, we are assuming the workshops are four hours in duration. The DB Team will be responsible for conducting the workshops as well as meeting agendas, presentations, and meeting notes.

Phase 500 Construction Phase Scope and GMP Proposal Review The DB Team will prepare a detailed construction phase scope and Guaranteed Maximum Price proposal based on the 85% design milestone plan and specifications. This will outline the work that the DB Team proposes to self-perform, along with a detailed schedule for the construction phase. The following are anticipated for review:
 Construction Phase Scope Documents
 Construction Phase Estimating (GMP)
EMA will attend the review meetings for the above deliverables. For budgetary purposes, we are assuming two workshops that are four hours in duration. The DB Team will be responsible for conducting the workshops as well as the meeting agenda, presentation, and meeting notes. #20..
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EXHIBIT A & B
City of Modesto SCADA DB Technical Advisory Services
Scope of Services – Rev 2
December 2022 5
Phase 600 Construction Phase Services
EMA will provide technical advisory services through the construction phase, including submittal review and the overseeing of Factory Acceptance and Site Acceptance Testing. Based on the preliminary schedule provided by Telstar, it is anticipated that the Construction Phase will last for a duration of 26 months.

Task 610 100% Design Submittal Review
A final design submittal will be developed by the DB Team and submitted at the 100% design milestone. Anticipated submittals for review include the following:
 Design Drawings and Specifications
 SCADA Network and Telemetry Upgrade Plan
 Basis of Design Hard and Software BOMs
 Process Control Narratives (PCNs)
 Maintenance of Operations Plans
 SCADA Migration Approach and Cutover Plan
 Data Migration Plan
EMA will attend the 100% Design Review workshop. For budgetary purposes, we are assuming the workshop is four hours in duration. The DB Team will be responsible for conducting the workshop as well as the meeting agenda, presentation, and meeting notes.

Task 620 Factory Acceptance Testing
EMA will witness the required testing and record performance and compliance with the contract requirements for control system hardware and software that undergoes FAT in accordance with the DB contract and approved shop drawings.

EMA will review the DB Team’s factory acceptance test plans as part of the submittal review task, attend and observe, and review the DB Team’s test reports. EMA, along with Carollo and the City, will determine whether rework and/or additional testing is required. EMA will participate in any required additional testing to verify deficiencies are corrected.

For budgetary purposes, we assume the contractor will schedule multiple factory tests for portions of the system. We have assumed a total of four FATs conducted over 20 business days.

Task 630 Site Acceptance Testing
EMA will witness the required testing and record performance and compliance with the contract requirements for control system software that undergoes SAT in accordance with the construction contract and approved shop drawings.
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EXHIBIT A & B
City of Modesto SCADA DB Technical Advisory Services
Scope of Services – Rev 2
December 2022 6
EMA will review the DB Team’s site acceptance test plans as part of the submittal review process, attend and observe, and review the DB Team’s test reports. EMA, along with Carollo and the City, will determine whether rework and/or additional testing is required. EMA will participate in any required additional testing to verify deficiencies are corrected.

EMA will provide one technical resource for the SAT, assisting the City and participating in the testing process. It is anticipated that the resource will be participating in the SAT from the Control Room. This includes, but is not limited to the following:
 Verifying that all Standards are being adhered to.
 End-to-end loop testing of all hardwired and virtual I/O from the field device, through the PLC to the SCADA HMI.
 Step by step testing of established control strategies to ensure that operational requirements are maintained.

For budgetary purposes, we assume Site Acceptance Testing will be conducted over 60 business days.

Phase 700 Additional Technical Advisory Services
EMA will provide additional technical advisory services on a time and materiel basis, as requested by the City Project Manager. Potential additional services may include items such as:
 GMP Scope and Fee Negotiations
 Additional meetings or workshops
 Additional site visits
 Other services as requested by the City Project Manager For budgetary purposes, we have allotted 120 hours for additional technical advisory services. #20..
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EXHIBIT A & B
City of Modesto SCADA DB Technical Advisory Services
Scope of Services – Rev 2
December 2022 7
Project Duration and Fee Estimate
For budgetary purposes, we assume a total project duration of 41 months. This is comprised of 15 months for the preconstruction phase and 26 months for the construction phase.

The estimated overall level of effort is summarized in the table below.

Project Phase EMA Labor
Hours
Labor Cost Expenses Total Fee
Phase 100: Project Management 308 $60,340 $4,520 $64,860 Phase 200: Design Field Investigations 56 $10,360 $2,450 $12,810 Phase 300: Attend Workshops 160 $34,304 $21,480 $55,784 Phase 400: Submittal Reviews 188 $35,964 $4,380 $40,344 Phase 500: Construction Phase Scope
and GMP Proposal Review 48 $12,240 $4,820 $17,060
Phase 600: Construction Phase
Services 728 $106,376 $43,900 $150,276
Phase 700: Additional Technical
Advisory Services 120 $22,200 $6,360 $28,560
Total 1,584 $281,784 $87,910 $369,694
The hourly rates used in the development of the fee are in the table below, and based on the Design-Build Team’s 41-month project duration:

EMA Project Resource Hourly Rate
Principal in Charge $325
Project Manager $185
Staff Engineer $137
PLC SME $252
Telemetry SME $183
Cybersecurity SME $232
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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”). #20..
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SCADA Upgrade Progressive Design Build Contract, Page 2 of 12 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); #20..
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SCADA Upgrade Progressive Design Build Contract, Page 3 of 12

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. #20..
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SCADA Upgrade Progressive Design Build Contract, Page 4 of 12

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, six hundred seventy-nine thousand, five hundred seventy-four dollars ($2,679,574) for the PreConstruction 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 2.

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 #20..
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SCADA Upgrade Progressive Design Build Contract, Page 5 of 12 Conditions.

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 #20..
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SCADA Upgrade Progressive Design Build Contract, Page 6 of 12 (including the progress payment schedule and certified payrolls), Owner shall approve the 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, #20..
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SCADA Upgrade Progressive Design Build Contract, Page 7 of 12 deposit additional security qualifying under said Section 22300 until the total security 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.
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SCADA Upgrade Progressive Design Build Contract, Page 8 of 12

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 #20..
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SCADA Upgrade Progressive Design Build Contract, Page 9 of 12 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. #20..
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SCADA Upgrade Progressive Design Build Contract, Page 10 of 12 (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 Conditions.

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
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
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SCADA Upgrade Progressive Design Build Contract, Page 11 of 12

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. #20..
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SCADA Upgrade Progressive Design Build Contract, Page 12 of 12 Information regarding DB Entity:

Proper Name: Telstar Instruments
License No.: 422364
DIR No.: 1000000899
Address: 4017 Vista Park Ct
Sacramento, CA 95834
Telephone: 916-646-1999
Facsimile: 916-646-1096
E-Mail: [email protected]
Type of Business Entity:
____ Individual
____ Sole Proprietorship
____ Partnership
____ Limited Partnership
X Corporation, State: California
____ Limited Liability Company
____ Other:
94-2785168:

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.
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 6, 2023
Date: May 1, 2023
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Award the Sole Source Procurement of Accu-Tab Chlorination Tablets and Systems
CONTACT: Jeff Daniels, Water Division Manager, [email protected], 209-342-4585 DESCRIPTION:

Consider approving a Sole Source Agreement with Westlake Corporation, Houston, TX, for the procurement of Accu-Tab Chlorination Tablets and related equipment for a total amount not to exceed $650,000 over five (5) years. (Funding Source: Water Fund) STRATEGIC PLAN ELEMENT:

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 Westlake Corporation (“Westlake”), Houston, TX. The current agreement is set to expire June 30, 2023.
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City Council Meeting, June 6, 2023
Award the Sole Source Procurement of Accu-Tab Chlorination Tablets and Systems

Page 2 of 3 ends

Modesto City CouncilJune 6, 2023

Modesto City Council
June 6, 2023