09.H Report SCADA Wonderware Server Upgrade 2023-02-21 — Pismo Beach City Council, February 21, 2023

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PISMO BEACH COUNCIL AGENDA REPORT
Agenda Item #9.E
SUBJECT/TITLE:

AVEVA SELECT AGREEMENT FOR SUPERVISORY CONTROL AND DATA

ACQUISITION (SCADA) WONDERWARE SYSTEM UPGRADE
RECOMMENDATION:

Adopt a Resolution authorizing the City Manager to enter into an agreement in the amount of $79,297.82 with E&M, Inc. dba AVEVA select, California to upgrade the City's supervisory control and data acquisition (SCADA) Wonderware system, and appropriating related budget adjustments.

BACKGROUND:

The City has used the Wonderware Human Machine Interface (HMI) software to monitor and control its Supervisory Control And Data Acquisition (SCADA) system for over 12 years. The City's SCADA system provides remote control, automation, and alarming for the City's water and wastewater utility systems. It is a mission -critical system that is needed to ensure the City's compliance with state and federal regulations.

The hardware and software currently in use is more than 8 years old. The current server supporting the SCADA system has required the replacement of multiple fans over the past few years. The software is out of date and cannot support the latest feature and security patches.

AVEVA Select, California owns the Wonderware software and is the only supplier of Wonderware. Changing HMI software is a costly and labor-intensive process that involves re -programming every part of the City's water and wastewater infrastructure. As an existing Wonderware customer, AVEVA Select, California is offering the City a turn -key hardware and software upgrade of the City's Wonderware system. The hardware costs are similar to what the City could purchase the hardware directly on its own. The third - party software costs supplied as part of the project are also similar to what the City could achieve with a direct purchase. This upgrade would only require minimal Information Technology (IT) oversight and will keep the City's water and wastewaters systems operating in a safe and efficient manner.

The recently -adopted Technology Master Plan recommends that the City utilize turn -key projects provided by outside contractors to make the most efficient use of in-house IT resources.

Conclusion and Recommendation
Staff recommends that council adopt a Resolution (Attachment 1) authorizing the City Manager to approve an agreement (Attachment 2) with E&M, Inc, dba AVEVA Select, California to upgrade the City's Wonderware system.

Council Agenda 2-21-2023 9.H-1

FISCAL IMPACT:

The fiscal impact of approving the attached Resolution is estimated to be $79,297.82 for the agreement plus $3,000 for contingency for a total estimated project cost of $82,297.82, split evenly between the Water and Wastewater Enterprise Funds. The current budget for this project is $57,638.90, which would leave a projected budget shortfall of $24,658.92. Staff recommends that Council appropriate an additional $24,658.92 in the Water and Wastewater Enterprise Funds, or $12,329.46 in each of the Water and Wastewater Enterprise Funds, in the SCADA automated security system project in FY 2023 to support this project. There are sufficient available funds in each fund to support this amount.

FY 2023 Water & Wastewater Enterprise Fund Budget $57,638.90 Estimated Project Cost
Project cost $79,297.82
Contingency 3,000.00
Total estimated project cost $82,297.82
Budget Shortfall $(24,658.92)
Appropriate additional Water & Wastewater Enterprise Funds $24,658.92 Remaining Budget $0
ALTERNATIVES:

1. Do not approve Resolution and continue to use existing systems.

ATTACHMENTS:

1. Resolution

1.A Exhibit A: AVEVA Select Quotation

2. Agreement
Prepared by: Meeting Date: February 21, 2023
Jason Takagi, Information Technology Manager
Submitted by: Nadia Feeser, Administrative Services Director City Manager Approval:

Council Agenda 2-21-2023 9.H-2

Attachment 1
RESOLUTION NO. R-2023-XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PISMO BEACH,

CALIFORNIA AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT IN THE AMOUNT OF $79,297.82 WITH E&M, INC. DBA AVEVA

SELECT, CALIFORNIA TO UPGRADE THE CITY'S SUPERVISORY CONTROL AND

DATA ACQUISITION (SCADA) WONDERWARE SYSTEM, AND APPROPRIATING

RELATED BUDGET ADJUSTMENTS
WHEREAS, the City has used the Wonderware Human Machine Interface (HMI) software to monitor and control its Supervisory Control and Data Acquisition (SCADA) system for over 12 years; and
WHEREAS, the hardware and software in use is over 8 years old and has needed multiple parts replaced; and
WHEREAS, AVEVA Select, California owns the Wonderware software and is the only supplier of Wonderware; and
WHEREAS, changing HMI software vendors is a costly and labor-intensive process that involves re -programming every part of the City's water and wastewater infrastructure.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Pismo Beach hereby authorizes the City Manager to enter into an agreement with E&M dba AVEVA Select, California (cost exhibit provided as Exhibit A) for upgrading the City's Wonderware system in the amount of $79,297.82.

BE IT FURTHER RESOLVED that the City Council of the City of Pismo Beach hereby appropriates $12,329.46 in the Water Enterprise Fund SCADA automated security system project account and $12,329.46 in the Wastewater Enterprise Fund SCADA automated security system project account, all in Fiscal Year 2023.

UPON MOTION OF Council Member , seconded by Council Member , the foregoing resolution was adopted by the City Council of the City of Pismo Beach this 21 st day of February 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

RECUSED:

Approved: Attest:

Ed Waage, Mayor Erica Inderlied, City Clerk
Council Agenda 2-21-2023 9.H-3

Attachment 1.A
AV=VA
SELECT

Access the status of your order on our Online Order Status system!! Just click on the link contained in your order confirmation to begin the login process. Once signed up you can access via www.california.wonderware.com .

Access our Return, Shipping, and other company policies at our website via https://california.wonderware.com/AboutUs/Policies.aspx PO Number: This quotation may contain engineering services that are subject to additional terms and Duration: This quote is valid for 30 days. FOB: Healdsburg, CA conditions.

Freight: Prepaid and Add
Terms:

Pages: 1 of 10 Remit to: E&M, Inc. 126 Mill Street, Healdsburg, CA95448 california.wonderware.com Council Agenda 2-21-2023 9.H-4

Attachment 1.A
AV=VA
SELECT

Freight: Prepaid and Add
Terms:

Pages: 2 of 10 Remit to: E&M, Inc. 126 Mill Street, Healdsburg, CA 95448 california.wonderware.com
Council Agenda 2-21-2023 9.H-5

Attachment 1.A
AV =VA
SELECT

The City of Pismo Beach has an old version of Wonderware Application Server and needs to have it migrated to System Platform version 2020. This migration will allow for the City to get the application running on a current computer and operating system.

The plan for this project is to have Wonderware California (WWCA) load the latest version of System Platform onto a WWCA supplied machine. Verus will coordinate with WWCA on the System Platform installation so that Verus can develop a VM with the same version/patches. Once Verus has the VM running they will migration the old App server to the latest System Platform.

Proposed Services:

1. Project Management and Coordination
Verus will provide a project manager who be the contact for the client during the project. The project manager will perform the following duties:
a. Coordinate technical details with the client
b. Procure hardware as shown in deliverables
c. Manage and coordinate the work and invoicing within Verus' scope

2. Engineering
a. Develop Testing Plans

3. Computer / Environment Setup
a. Coordinate with WWCA to get access information for the WWCA supplied computers and software.

4. Programming / Migrating
a. Review existing application for migration compatibility b. Convert application to 2020
i. Galaxy
ii. Deprecated field attributes
iii. Remove old Device Integration objects and reallocate 10 on 10 Server c. Win911
i. Migrate the existing Win911 configuration to the latest version on the new server d. Historian
i. Convert old data blocks to new historian format
e. Review and test the following
i. User access and rights
ii. General functionality and navigation
Hi. Trends
iv. Alarms

5. Testing / Startup
a. Test converted system against existing application by running both systems side by side. b. Work with the WWCA and the City of Pismo Beach to verify the operation of the application and get sign off. c. Training (-2 hrs)
d. Travel
Deliverables:

1. Converted Wonderware application

2. Test form
Client / WWCA Responsibilities

1. Configure host server and build virtual machines as follows:
a. WW-Svr-Pri
i. WW-GR - To host application repository and license server (VMware) ii. WW-IOServer - to host communication drivers for PLC data collection (server OS) WW-Historian - To host the Aveva historian services (server OS) iv. WW-HMICIient01 - to host user interface and (workstation OS) v. WW-HMICIient02 - to host user interface (workstation OS) vi. WW-Dev - to host development environment and electronic library (workstation OS)

2. Provide the System Platform licenses and associated 10 drivers PO Number: This quotation may contain engineering services that are subject to additional terms and Duration: This quote is valid for 30 days. FOB: Healdsburg, CA conditions.

Freight: Prepaid and Add
Terms:

Pages: 3 of 10 Remit to: E&M, Inc. 126 Mill Street, Healdsburg, CA 95448 california.wonderware.com Council Agenda 2-21-2023 9.H-6

Attachment 1.A
AV=VA
SELECT

1. Permits are not included in this proposal

2. Reporting is not included in this proposal

3. Modifications to existing screens are not included in this proposal

4. Converting to ASM (High Performance / Situational Awareness) graphics is not included in this proposal

5. Projects will maintain the original graphics resolution

6. Site work to be completed in one 2-day trip plus travel PO Number: This quotation may contain engineering services that are subject to additional terms and Duration: This quote is valid for 30 days. FOB: Healdsburg, CA conditions.

Freight: Prepaid and Add
Terms:

Pages: 4 of 10 Remit to: E&M, Inc. 126 Mill Street, Healdsburg, CA95448 california.wonderware.com Council Agenda 2-21-2023 9.H-7

Attachment 1.A
AV=VA
SELECT

Freight: Prepaid and Add
Terms:

Pages: 5 of 10 Remit to: E&M, Inc. 126 Mill Street, Healdsburg, CA95448 california.wonderware.com Council Agenda 2-21-2023 9.H-8

Attachment 1.A
AV=VA
SELECT

Create a Configuration spreadsheet that will be used to define the Scope of work for the software purchased. Spreadsheet will define the configuration for Host and VMs, along with the software installed on each VM with its version and networking configurations.

Summary of Documentation Services:

Base Documentation is highly recommended as it provides the basic needs to commission the system. It outlines what was done to the system(s), the passwords that were used and any next steps that need to be take. Without this documentation, it will be the responsibility of the customer to determine the proper cabling for the system. Without this documentation System support for installation and commissioning will be limited.

Configuration of Typical Host
Configuration of Storage RAID
Installation and Configuration of a VM into a Host
Summary of Installation Services:

Configure One Server with Local Storage
WW-HOST01- Primary Host
Install and Configure 6 Virtual Machines
WW-GR- Primary Galaxy Repository
WW-0101 -Primary 01 Server
WW-HIST01-Primary Historian
WW-HMICIient0l - to host user interface
WW-HMIClient02 - to host user interface
WW-DEV01-Primary Development
*NOTE: WWCA IT Services does NOT include any Wonderware application installation, development or Migration services, unless specifically quoted elsewhere
Quantity Part Number/Description
Availability*
Tax Price Extension
1 Line:7
1 Line:8
53 Line:9
25 Line:10

ASCA-CONFIG-SHEET
Completed ASCA Configuration Sheet is
required w/ purchase of ASCA IT Services
1 Estimated TBD
N
$0.00 $0.00

ASCA-VM-BASE-DOC
Hypervisor System Base Documentation
1 Estimated TBD
N
ASCA-SVC-0010
IT Services - 1 Hour
53 Estimated TBD
N
$1,000.00 $1,000.00
$215.00 $11,395.00

ASCA-SVC-DOC
Optional Documentation
25 Estimated 3-4 Weeks
N
$185.00 $4,625.00
Sub -Total $17.020.00
PO Number: This quotation may contain engineering services that are subject to additional terms and Duration: This quote is valid for 30 days. FOB: Healdsburg, CA conditions.

Freight: Prepaid and Add
Terms:

Pages: 6 of 10 Remit to: E&M, Inc. 126 Mill Street, Healdsburg, CA95448 california.wonderware.com Council Agenda 2-21-2023 9.H-9

Attachment 1.A
AV =VA
SELECT

CALIFORNIA
126 Mill Street
Healdsburg, CA 95448
(866) 966-3376
Ship To: City of pismo beach
760 Mattie rd
Pismo beach, CA 93449
Bill To: City of pismo beach
760 Mattie rd
Pismo beach, CA 93449
QUOTE 275113.3
Verision Upgrade (hardware + Services)
10/12/2022
Attn: Jason Takagi
City of Pismo Beach
direct (805) 773-7086
fax
From: Cesar Cuellar
[email protected]
direct (707) 473-3162
main (866) 966-3376
fax (707) 473-3190
Direct Opp
In Process
IT Hardware - PowerEdge R650 Fully Configurable
FRONT STORAGE 8x2.5 Front Storage
BACKPLANE SAS/SATA Backplane
REAR STORAGE No Rear Storage
Trusted Platform
Module Trusted Platform Module 2.0 V3
Chassis Configuration 2.5" Chassis with up to 8 Hard Drives PCIe Slot, 1 CPU Processor Intel® Xeon® Gold 6326 2.9G, 16C/32T, 11.2GT/s, 24M Cache, Turbo, HT (185W) DDR4-3200
Additional Processor -No Additional Processor
Processor Thermal Configuration-Heatsink for 1 CPU configuration (CPU more than165W) Memory Configuration Type Performance Optimized
Memory DIMM Type and Speed 3200MT/s RDIMMs
Memory Capacity (8) 16GB RDIMM, 3200MT/s, Dual Rank
RAID Configuration C7, Unconfigured RAID for HDDs or SSDs (Mixed Drive Types Allowed) RAID/Internal Storage Controllers Front PERC H755 Front Load Hard Drives (7) 1.2TB Hard Drive SAS ISE 12Gbps 10k 512n 2.5in Hot -Plug BIOS and Advanced System Configuration Settings Performance BIOS Setting Advanced System Configurations UEFI BIOS Boot Mode with GPT Partition Fans 3 High Performance Fans for 1 CPU
Power Supply Dual, Hot -Plug, Power Supply FTR, 1100W MM (100-220Vac) Titanium, Redundant (1+1), by Delta, NAF Power Cords (2) NEMA 5-15P to C13 Wall Plug, 125 Volt, 15 AMP, 10 Feet (3m), Power Cord, North America Power Cords (2) C13 to C14, PDU Style, 12 AMP, 6.5 Feet (2m) Power Cord, North America PCIe Riser Riser Config 0, 1CPU, Half Length, Low Profile, 1 x16 Slot Motherboard PowerEdge R650 Motherboard with Broadcom 5720 Dual Port 1 Gb On -Board LOM Embedded Systems Management iDRAC9, Enterprise 15G
OCP 3.0 Network Adapters Broadcom 5720 Quad Port 1GbE BASE-TAdapter, OCP NIC 3.0 Additional Network Cards Broadcom 5719 Quad Port 1GbE BASE-T Adapter, PCIe Low Profile Bezel LCD Bezel for x8 and x10 Chassis
Boot Optimized Storage Cards BOSS-S2 controller card + with 2 M.2 240GB (RAID 1) Quick Sync No Quick Sync
Password iDRAC,Factory Generated Password
Group Manager iDRAC Group Manager, Disabled
Operating System VMware ESXi 7.0 U3 Embedded Image (License Not Included) OS Media Kits No Media Required
Rack Rails ReadyRails Sliding Rails Without Cable Management,Arm or Strain Relief Bar Server Accessories Internal USB 3.0 Card
System Documentation No Systems Documentation, No OpenManage DVD Kit SHIPPING PowerEdge R650 Shipping
Shipping Material R650 Ship 8x2.5
Regulatory PowerEdge R650 CCC and BIS Marking, No CE Marking on 2.5" Chassis FGA Module No FGA
Base PowerEdge R650 Server
Dell Services:

Hardware Support Basic Next Business Day 36 Months, 36 Month(s) Extended Service ProSupport Plus and Next Business Day Onsite Service, 36 Month(s)
PO Number: This quotation may contain engineering services that are subject to additional terms and Duration: This quote is valid for 30 days. FOB: Healdsburg, CA conditions.

Freight: Prepaid and Add
Terms:

Pages: 7 of 10 Remit to: E&M, Inc. 126 Mill Street, Healdsburg, CA95448 california.wonderware.com Council Agenda 2-21-2023 9.H-10

Attachment 1.A
AV=VA
SELECT

Freight: Prepaid and Add
Terms:

Pages: 8 of 10 Remit to: E&M, Inc. 126 Mill Street, Healdsburg, CA 95448 california.wonderware.com
Council Agenda 2-21-2023 9.H-11

Attachment 1.A
AV=VA
SELECT

CALIFORNIA
126 Mill Street
Healdsburg, CA 95448
(866) 966-3376
Ship To: City of pismo beach
760 Mattie rd
Pismo beach, CA 93449
Bill To: City of pismo beach
760 Mattie rd
Pismo beach, CA 93449
QUOTE 275113.3
Verision Upgrade (hardware + Services)
10/12/2022
Attn: Jason Takagi
City of Pismo Beach
direct (805) 773-7086
fax
From: Cesar Cuellar
[email protected]
direct (707) 473-3162
main (866) 966-3376
fax (707) 473-3190
Direct Opp
In Process
IT Hardware- OptiPlex 7000 Micro -Build
Base OptiPlex 7000 Micro
Processor 12th Generation Intel® CoreTM i5-12500T (6 Cores/18MB/12T/2.0GHz to 4.4GHz/35W) Operating System Windows 10 Pro (Windows 11 Pro license included), English, French, Spanish Microsoft Application Software No Microsoft Office License included Memory 8 GB, 2 x 4 GB, DDR4
Hard Drive 1 TB, M.2, PCIe NVMe, SSD, Class 35
Additional Hard Drive No Additional Hard Drive
Raid Connectivity NO RAID
Chassis Options OptiPlex 7000 Micro with 35 W CPU
Power Supply 130 Watt NC Adapter
Power Cord Power Cord (US) for 180W Adapter
Wireless Intel Wi-Fi-6E 2x2 AX211 Bluetooth 5.2 Wireless Card with Internal Wireless Driver Wireless Driver, Intel AX211
All in one Solution No Stand or Mount
Adapter No Additional Cable
Serial Port Adapter Optional HDMI 2.0b Video Port
Keyboard Dell Pro Wireless Keyboard and Mouse - KM5221W -English - Black Mouse Mouse included with Keyboard
Back Cover No Cable Cover
External Speakers No External Speaker
Software Stack Dell Applications Windows 10 & 11 DGR with Dell Optimizer, IRST Operating System Recovery Options OS -Windows Media Not Included ENERGY STAR ENERGY STAR Qualified
Documentation/Disks Safety/Environment and Regulatory Guide (English/French Multi -language) System Monitoring Options Dell Watchdog Timer
Placemat Quick Start Guide
EAN/UPC Labels No UPC Label
Bios for TPM Trusted Platform Module (Discrete TPM Enabled) Shipping Material Shipping Material
Label Regulatory Label for OptiPlex 7000 Micro 130W
Processor Label Intel Core i5 vPro Enterprise Processor Label Transportation from ODM to region Standard shipment
Protect Your New PC No anti -virus software
FGA Module No FGA
Speakers Internal Speaker
TAA No Federal Order
EPEAT 2018 EPEAT 2018 Registered (Gold)
Systems Management Intel vPro® Enterprise
Windows AutoPilot No AutoPilot
Dell Services:Hardware Support Basic Onsite Service 36 Months, 36 Month(s) Dell Services:Extended Service Basic Onsite Service, 37 Month(s) Quantity Part Number/Description
Availability*
Tax Price Extension
2 Line:12
DELL-OPTIPLEX-7000
Dell OptiPlex 7000 Micro
2 Estimated 1-2 Weeks
$1,668.14 $3,336.28
PO Number: This quotation may contain engineering services that are subject to additional terms and Duration: This quote is valid for 30 days. FOB: Healdsburg, CA conditions.

Freight: Prepaid and Add
Terms:

Pages: 9 of 10 Remit to: E&M, Inc. 126 Mill Street, Healdsburg, CA95448 california.wonderware.com Council Agenda 2-21-2023 9.H-12

Attachment 1.A
AV=VA
SELECT

COMMERCIAL
5 Estimated 1-2 Weeks
N
$60.00 $300.00
Sub -Total $6.905.00
Base Quotation Pricing Summary
Availability:
- Part availability is subject to change and is based on the availability at the time this quote was created. - Time in transit is subject to change depending on the "Ship To" address that is provided by the customer at the time the order is placed and the method in which customer requests that the part(s) ship. - For "In Stock" parts, orders must be received by 3:OOPM PST to ship same day. - For Factory Stock parts, please allow approximately one week for delivery via our standard shipping methods.

Freight is NOT included in this total. Your final invoice may include freight charges.

Taxable: $35,329.76
Non -Taxable: $41,230.00
Subtotal: $76,559.76
Tax (7.75%): $2,738.06
Freight: TBD
TOTAL: $79,297.82
PO Number: This quotation may contain engineering services that are subject to additional terms and Duration: This quote is valid for 30 days. FOB: Healdsburg, CA conditions.

Freight: Prepaid and Add
Terms:

Pages: 10 of 10 Remit to: E&M, Inc. 126 Mill Street, Healdsburg, CA95448 california.wonderware.com Council Agenda 2-21-2023 9.H-13

Attachment 2

CITY OF PISMO BEACH

VENDOR AGREEMENT FOR PROFESSIONAL SERVICES
This Vendor Agreement for Professional Services ("AGREEMENT") is made and entered into as of the date the AGREEMENT is fully executed by all parties (the "Effective Date'), by and between the City of Pismo Beach, a municipal corporation ("CITY"), and E&M ELECTRIC AND MACHINERY, INC. DBA AVEVA SELECT, CALIFORNIA ("VENDOR"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

RECITALS:

CITY wishes to retain the services of an experienced and qualified VENDOR to provide the following services:

Upgrade the City's Supervisory Control and Data Acquisition (SCADA) Wonderware System VENDOR represents and warrants that it is qualified to perform those services.

AGREEMENT:

I. SERVICES TO BE PERFORMED BY VENDOR
VENDOR will provide the services listed in the Scope of Services attached hereto as Exhibit A.

VENDOR warrants that all work and services set forth in the Scope of Services will be performed in a competent, professional and satisfactory manner. Extra work beyond that described in the Scope of Services is not authorized without the express written approval of CITY. VENDOR shall request and receive written approval prior to performing any extra work. Any work beyond that reflected in the approved Scope of Services shall not be compensated by CITY unless prior written approval was provided under this paragraph. CITY's City Manager may approve additional work not to exceed thirty thousand dollars ($30,000.00). Any additional work in excess of this amount shall be approved by the City Council. To the extent that Exhibit A is a proposal from VENDOR, such proposal is incorporated only for the description of the Scope of Services and no other terms and conditions from any such proposal shall apply to this AGREEMENT unless specifically agreed to by CITY in writing.

II. TERM
Unless earlier terminated in accordance with Section IV below, or unless the Scope of Services are substantially completed, the AGREEMENT will continue in full force and effect from the Effective Date through June 30, 2023. Upon mutual written agreement, the term of this AGREEMENT can be extended annually under the same terms for an additional one (1) year period, or longer as the parties agree in writing.

III. COMPENSATION
A. VENDOR's Fee
For services rendered pursuant to this AGREEMENT, VENDOR will be paid in accordance with the Compensation Schedule included in Exhibit A. However, in no event will the total amount of money paid VENDOR, for services initially contemplated by this AGREEMENT and associated expenses, exceed the sum of seventy-nine thousand two hundred ninety- seven dollars and eighty-two cents ($79,297.82), unless otherwise first approved in writing by CITY. Should this AGREEMENT be extended pursuant to Section II, VENDOR's fee may 1 of 12
Vendor Agreement (Rev. 2/2/2018)
be adjusted upon the written agreement of the parties, in the form of an amendment to this AGREEMENT.

B. Schedule of Payment
VENDOR will submit invoices monthly for actual services performed and associated expenses.

Invoices shall be submitted on or about the first business day of each month, or as soon thereafter as practical, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non -disputed fees. If CITY disputes any of VENDOR's fees it shall give written notice to VENDOR within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. Any final payment under this AGREEMENT shall be made within forty-five (45) days of receipt of an invoice therefor.

IV. TERMINATION OF AGREEMENT
A. CITY may at any time, for any reason, with or without cause, suspend or terminate this AGREEMENT, or any portion hereof, by serving upon VENDOR at least ten (10) days' prior written notice. Upon receipt of said notice, VENDOR shall immediately cease all work under this AGREEMENT, unless the notice provides otherwise. If CITY suspends or terminates a portion of this AGREEMENT, such suspension or termination shall not make void or invalidate the remainder of this AGREEMENT.

B. In the event this AGREEMENT is terminated pursuant to this Section, CITY shall pay to VENDOR the actual value of the work performed up to the time of termination, provided that the work performed is of value to CITY. Upon termination of the AGREEMENT pursuant to this Section, VENDOR will submit an invoice to CITY pursuant to Section III.

V. FORCE MAJEURE
If any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, "acts of God," inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental control, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party's performance shall be excused for a period equal to the period of such cause for failure to perform.

VI. RETENTION OF FUNDS
VENDOR authorizes CITY to deduct from any amount payable to VENDOR (whether or not arising out of this AGREEMENT) any amounts the payment of which may be in dispute or that are necessary to compensate CITY for any losses, costs, liabilities, or damages suffered by CITY, and all amounts for which CITY may be liable to third parties, by reason of VENDOR's acts or omissions in performing or failing to perform VENDOR's obligations under this AGREEMENT. In the event that any claim is made by a third party, the amount or validity of which is disputed by VENDOR, or any indebtedness exists that appears to be the basis for a claim of lien, CITY may withhold from any payment due, without liability for interest because of the withholding, an amount sufficient to cover the claim. The failure of CITY to exercise the right to deduct or to withhold will not, however, affect the obligations of VENDOR to insure, indemnify, and protect CITY as elsewhere provided in this AGREEMENT. 2 of 12
Vendor Agreement (Rev. 2/2/2018)
Council Agenda 2-21-2023 9.H-14

Attachment 2
VII. CITY REPRESENTATIVE
The Information Technology Manager is designated as the "City Representative," authorized to act in its behalf with respect to the work and services specified in this AGREEMENT and to make all decisions in connection with this AGREEMENT. Whenever approval, directions, or other actions are required by CITY under this AGREEMENT, those actions will be taken by CITY Representative, unless otherwise stated. CITY's City Manager has the right to designate another CITY Representative at any time, by providing notice to VENDOR.

VIII. VENDOR REPRESENTATIVE(S)
The person(s) employed by VENDOR whose name(s) are set forth immediately following the signatures of the parties executing this AGREEMENT are designated as being the representative(s) of VENDOR authorized to act on its behalf with respect to the work specified in this AGREEMENT and make all decisions in connection with this AGREEMENT.

IX. INDEPENDENT CONTRACTOR
VENDOR is, and at all times will remain as to CITY, a wholly independent contractor. Neither CITY nor any of its elected officials, officers, employees or agents will have control over the conduct of VENDOR or any of VENDOR's employees, except as otherwise set forth in this AGREEMENT and then only as to the results to be accomplished and not the method by which VENDOR provides the Scope of Services. VENDOR may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

X. BUSINESS LICENSE
VENDOR must obtain a CITY business license prior to the start of work under this AGREEMENT, unless VENDOR is qualified for an exemption.

XI. OTHER LICENSES AND PERMITS
VENDOR warrants that it has all professional, contracting and other permits and licenses required to undertake the work contemplated by this AGREEMENT.

XII. VENDOR'S ACCOUNTING RECORDS; OTHER PROJECT RECORDS A. VENDOR shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by CITY that relate to the performance of services under this AGREEMENT. VENDOR shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services.

B. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. VENDOR shall provide free access to the representatives of CITY or its designees at reasonable times to such books and records; shall give CITY the right to examine and audit said books and records; shall permit CITY to make transcripts or copies therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this AGREEMENT. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. Upon completion of, or in the event of termination or suspension of this AGREEMENT, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the 3 of 12
Vendor Agreement (Rev. 2/2/2018)
services to be performed pursuant to this AGREEMENT shall become the sole property of CITY and may be used, reused, or otherwise disposed of by CITY without the permission of VENDOR. With respect to computer files, VENDOR shall make available to CITY, at VENDOR's office and upon reasonable written request by CITY, the necessary computer software and hardware for purposes of accessing, compiling, transferring, copying and/or printing computer files. VENDOR hereby grants to CITY all right, title, and interest, including any copyright, in and to the documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared by VENDOR in the course of providing the services under this AGREEMENT.

C. All plans, studies, sketches, drawings, reports, and specifications as herein required are the property of CITY, whether the work for which they are made be executed or not. In the event this AGREEMENT is terminated, and at the end of the term of this AGREEMENT, all such plans, studies, sketches, drawings, electronic documentation, reports, and specifications shall be delivered immediately to CITY. VENDOR may retain one copy of each document for VENDOR'S records, but shall have no proprietary rights to them. CITY agrees to indemnify VENDOR against any damages caused by the unauthorized re -use of said documents.

XIII.

INDEMNIFICATION
Non -design, non -construction Professional Services:

To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), VENDOR shall indemnify, defend, and hold harmless CITY, and its elected officials, officers, employees, volunteers, and agents ("CITY Indemnitees"), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels' fees and costs of litigation ("claims"), arising out of VENDOR's performance or VENDOR's failure to perform its obligations under this AGREEMENT or out of the operations conducted by VENDOR, including CITY's active or passive negligence, except for such loss or damage arising from the sole negligence or willful misconduct of CITY. In the event CITY Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from VENDOR's performance of this AGREEMENT, VENDOR shall provide a defense to CITY Indemnitees or at CITY's option, reimburse CITY Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims.

B. Non -design, construction Professional Services:

To the extent the Scope of Services involve a "construction contract" as that phrase is used in Civil Code Section 2783, this paragraph shall apply in place of paragraph A. To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), VENDOR shall indemnify, defend, and hold harmless the CITY, and its elected officials, officers, employees, volunteers, and agents ("CITY Indemnitees"), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels' fees and costs of litigation ("claims"), arising out of VENDOR's performance or VENDOR's failure to perform its obligations under this AGREEMENT or out of the operations conducted by VENDOR, except for such loss or damage arising from the active negligence, sole negligence or willful misconduct of CITY. In the event CITY Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from VENDOR's performance of this AGREEMENT, VENDOR shall provide a defense to CITY Indemnitees or at CITY's option, reimburse CITY Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims.
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C. Design Professional Services:

In the event VENDOR is a "design professional," and the Scope of Services require VENDOR to provide "design professional services" as those phrases are used in Civil Code Section 2782.8, this paragraph shall apply in place of paragraphs A or B. To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8) VENDOR shall indemnify, defend and hold harmless CITY and its elected officials, officers, employees, volunteers and agents ("City Indemnitees"), from and against all claims, damages, injuries, losses, and expenses including costs, attorney fees, expert consultant and expert witness fees arising out of, pertaining to or relating to, the negligence, recklessness or willful misconduct of VENDOR, except to the extent caused by the sole negligence, active negligence or willful misconduct of CITY. Negligence, recklessness or willful misconduct of any subcontractor employed by VENDOR shall be conclusively deemed to be the negligence, recklessness or willful misconduct of VENDOR unless adequately corrected by VENDOR. In the event CITY Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from VENDOR's performance of this AGREEMENT, VENDOR shall provide a defense to CITY Indemnitees or at CITY's option, reimburse CITY Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. In no event shall the cost to defend charged to VENDOR under this paragraph exceed VENDOR's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, VENDOR shall meet and confer with other parties regarding unpaid defense costs.

D. Payment by CITY is not a condition precedent to enforcement of the indemnities in paragraph A, B, or C. In the event of any dispute between VENDOR and CITY, as to whether liability arises from the active negligence, sole negligence or willful misconduct of CITY or its officers, employees, or agents, VENDOR will be obligated to pay for CITY's defense until such time as a final judgment has been entered adjudicating CITY as having been actively negligent, solely negligent or as having engaged in willful misconduct. Except as otherwise required by Civil Code Section 2782.8, VENDOR will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney's fees, expert fees and costs of litigation. The provisions of this Section 13 shall survive completion of VENDOR's services or the termination of this AGREEMENT.

XIV. NON -LIABILITY OF CITY OFFICERS AND EMPLOYEES
No elected official, officer, employee, or agent of CITY will be personally liable to VENDOR, in the event of any default or breach by CITY or for any amount that may become due to VENDOR.

XV. INSURANCE
A. Without limiting VENDOR's indemnification of CITY, and prior to commencement of the Scope of Services, VENDOR shall obtain, provide and maintain at its own expense during the term of this AGREEMENT, policies of insurance of the type and amounts described below and in a form that is satisfactory to CITY.

1. General liability insurance. VENDOR shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office (ISO) form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. 5 of 12
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2. Automobile liability insurance. If VENDOR owns vehicles used in performing the Scope of Services in any manner, VENDOR shall maintain automobile insurance at least as broad as Insurance Services Office (ISO) form CA 00 01 covering bodily injury and property damage for all activities of VENDOR arising out of or in connection with any work to be performed under this AGREEMENT, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.

3. Workers' compensation insurance. VENDOR shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000), as required by law.

4. VENDOR shall submit to CITY, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of CITY, its officers, agents, employees, and volunteers.

5. Errors and Omissions/Professional Liability. VENDOR shall maintain a policy of professional liability insurance written on a claims -made basis in an amount not less than $1,000,000. VENDOR shall also procure and pay for appropriate tail coverage for a minimum of three years following completion of the Scope of Services to cover any errors or omissions occurring during the Term. In the alternative, VENDOR may elect to obtain equivalent coverage on an occurrence basis. CITY's Risk Manager or City Attorney may waive the requirement of professional liability insurance if he/she determines that such a policy is not commercially available to VENDOR. If such a policy is commercially available, additional cost to VENDOR in obtaining such a policy shall not be a basis upon which the insurance requirement will be waived.

B. Other provisions or requirements:

1. Proof of insurance. VENDOR shall provide certificates of insurance to CITY as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsements must be approved by CITY's Risk Manager prior to commencement of performance.

Current certification of insurance shall be kept on file with CITY at all times during the term of this contract. CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements to such policies, at any time.

2. Duration of coverage. VENDOR shall procure and maintain for the duration of the AGREEMENT insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by VENDOR, its agents, representatives, employees, or subconsultants.

3. Primary/noncontributing. Coverage provided by VENDOR shall be primary and any insurance or self-insurance procured or maintained by CITY shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of CITY before CITY's own insurance or self-insurance shall be called upon to protect it as a named insured.

4. CITY's rights of enforcement. In the event any policy of insurance required under this AGREEMENT does not comply with these specifications or is canceled and not replaced, CITY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by CITY will be promptly reimbursed by VENDOR or 6 of 12
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CITY will withhold amounts sufficient to pay premium from VENDOR payments. In the alternative, CITY may terminate this AGREEMENT as provided in paragraph IV.

5. Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Bests Key Rating Guide, unless otherwise approved by CITY's Risk Manager.

6. Waiver of subrogation. All insurance coverage maintained or procured pursuant to this AGREEMENT shall be endorsed to waive subrogation against CITY, its elected or appointed officials, agents, officers, employees, and volunteers or shall specifically allow VENDOR or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. VENDOR hereby waives its own right of recovery against CITY, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

7. Enforcement of contract provisions (non -estoppel). VENDOR acknowledges and agrees that any actual or alleged failure on the part of CITY to inform VENDOR of non- compliance with any requirement imposes no additional obligations on CITY nor does it waive any rights hereunder.

8. Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance.

Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If VENDOR maintains higher limits than the minimums shown above, CITY requires and shall be entitled to coverage for the higher limits maintained by VENDOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to CITY.

9. Notice of cancellation. VENDOR agrees to oblige its insurance agent or broker and insurers to provide to CITY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. In the event VENDOR's policy of insurance cannot be endorsed to provide this notice of cancellation, VENDOR shall provide CITY notice of such cancellation, in writing, not later than 24 hours following the effective time of such cancellation.

10. Additional insured status. General liability policies shall provide or be endorsed to provide that CITY and its officers, officials, employees, and agents shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Each such insurance policy shall contain language substantially similar to the following clause:
"The City of Pismo Beach, its elected and appointed officials, officers, employees, and agents are named as additional insureds as respects operations of the named insured performed under contract with the City of Pismo Beach." CITY need not be named as an additional insured on professional liability insurance policies.

11. Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement 7 of 12
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of any kind that has not been first submitted to CITY and approved of in writing by CITY's Risk Manager or City Attorney.

12. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that VENDOR's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross -liability exclusions.

13. Pass -through clause. VENDOR agrees to ensure that its sub -consultants, sub- contractors, and any other party providing any work under the Scope of Services under the direction of VENDOR, provide the same minimum insurance coverage and endorsements required of VENDOR. VENDOR agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. VENDOR agrees that upon request, all AGREEMENTS with consultants, subcontractors, and others engaged in performing work under the Scope of Services will be submitted to CITY for review.

14. CITY's right to revise specifications. CITY reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving VENDOR ninety (90) days' advance written notice of such change. If such change results in substantial additional cost to VENDOR, CITY and VENDOR may renegotiate VENDOR's compensation.

15. Self -insured retentions. Any self -insured retentions must be declared to and approved by CITY. CITY reserves the right to require that self -insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by CITY.

16. Timely notice of claims. VENDOR shall give CITY prompt and timely notice of claims made or suits instituted that arise out of or result from VENDOR's performance under this AGREEMENT, and that involve or may involve coverage under any of the required liability policies.

17. Additional insurance. VENDOR shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Scope of Services.

XVI. SUBCONTRACTORS
Before VENDOR retains or hires a subcontractor to provide any work, labor, or services relative to this AGREEMENT, VENDOR must:

A. Present the name and identifying information of the subcontractor that will provide any work, labor, or services to CITY;
B. Present to CITY the form of subcontract that will be used with the subcontractor for CITY's approval, which approval will not be unreasonably withheld. Such subcontract agreement must include an indemnity agreement that is generally in accord with the indemnity obligations contained in paragraph XII of this AGREEMENT and must specifically name CITY as an indemnified party; and
C. Secure from the subcontractor evidence of insurance coverage that meets with this AGREEMENT including naming CITY as an additional insured as required by this AGREEMENT, unless such requirement is waived in writing by CITY's Risk Manager as provided in paragraph XXV below.
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XVII. CONFLICT OF INTEREST
No officer or employee of CITY may have any financial interest, direct or indirect, in this AGREEMENT, nor may any officer or employee participate in any decision relating to the AGREEMENT that affects the officer or employee's financial interest or the financial interest of any corporation, partnership, or association in which the officer or employee is directly or indirectly interested, in violation of any law, rule or regulation.

No person may offer, give, or agree to give any officer or employee or former officer or employee, nor may any officer or employee solicit, demand, accept, or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation or any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any way pertaining to any program requirement, contract or subcontract, or to any solicitation or proposal.

XVIII. NOTICE
All notices, requests, demands, or other communications under this AGREEMENT will be in writing.

Notice will be sufficiently given for all purposes as follows:

A. Personal delivery. When personally delivered to the recipient; notice is effective on delivery.

B. First Class mail. When mailed first class to the last address of the recipient known to the party giving notice; notice is effective three mail delivery days after deposit in a United States Postal Service office or mailbox.

C. Certified mail. When mailed certified mail, return receipt requested; notice is effective on receipt, if delivery is confirmed by a return receipt.

D. Overnight delivery. When delivered by an overnight delivery service, charges prepaid or charged to the sender's account; notice is effective on delivery, if delivery is confirmed by the delivery service.

E. Facsimile transmission. When sent by fax to the last fax number of the recipient known to the party giving notice; notice is effective on receipt. Any notice given by fax wit be deemed received on the next business day if it is received after 5:00 p.m. (recipient's time) or on a non - business day.

Addresses for purpose of giving notice are as set forth immediately following the signatures of the parties executing this AGREEMENT.

F. Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified, will be deemed effective as of the first date the notice was refused, unclaimed or deemed undeliverable by the postal authorities, messenger or overnight delivery service.

G. Either party may change its address or fax number by giving the other party notice of the change in any manner permitted by this AGREEMENT. Any change in address or fax number that is not provided to the other party wit not void delivery of any notice under this AGREEMENT, and delivery to the last known address or fax number shall be deemed sufficient for notice under this AGREEMENT.
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XIX. PROHIBITION AGAINST ASSIGNMENT AND SUBCONTRACTING
This AGREEMENT and all exhibits are binding on the heirs, successors, and assigns of the parties.

The AGREEMENT may not be assigned or subcontracted by either CITY or VENDOR without the prior written consent of the other.

XX. INTERPRETATION
The terms of this AGREEMENT shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this AGREEMENT or any other rule of construction that might otherwise apply.

XXI. SEVERABILITY
If any part of this AGREEMENT is found to be in conflict with applicable laws, that part wit be inoperative, null and void insofar as it is in conflict with any applicable laws, but the remainder of the AGREEMENT will remain in full force and effect.

XXII. TIME OF ESSENCE
Time is of the essence in the performance of this AGREEMENT.

XXIII. GOVERNING LAW; JURISDICTION
This AGREEMENT wit be administered and interpreted under the laws of the State of California.

Jurisdiction of and venue for any litigation arising from the AGREEMENT will be in the Superior Court of the San Luis Obispo County, or in the United States District Court for the Central District of California.

XXIV. COMPLIANCE WITH STATUTES AND REGULATIONS
VENDOR wit be knowledgeable of and wit comply with all applicable federal, state, county and city statutes, rules, regulations, ordinances and orders. VENDOR and its subcontractor(s) shall not discriminate against any person in the performance of this AGREEMENT on the basis of race, religion, national origin, color, age, sex, sexual orientation, AIDS, HIV status, disability, or any other basis protected by state or federal law, and shall comply with applicable federal and state equal employment opportunity laws, ordinances, rules and regulations.

XXV. WAIVER OF BREACH
No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default wit impair the right or remedy or be construed as a waiver. A party's consent or approval of any act by the other party requiring the party's consent or approval will not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and will not be a waiver of any other default concerning the same or any other provision of this AGREEMENT.

XXVI. ATTORNEY'S FEES
Except as provided for in paragraph XV, in any dispute, litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this AGREEMENT (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this AGREEMENT, the prevailing party 10 of 12
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will be awarded reasonable attorney's fees, together with any costs and expenses, to resolve the dispute and to enforce any judgment, including post judgment attorney's fees costs and expenses and any attorneys' fees or costs incurred on appeal of any judgment.

XXVII. EXHIBITS
All exhibits identified in this AGREEMENT are incorporated into the AGREEMENT by this reference.

In the event of any conflict between the terms of this AGREEMENT and the terms of an exhibit, the terms of this AGREEMENT shall control. Notwithstanding the foregoing sentence, the provisions of Section XIII of this AGREEMENT shall not be altered, amended, limited or otherwise affected in any manner by any language included in an exhibit to this AGREEMENT, even if such exhibit purports to affect the provisions of Section XIII.

XXVIII. VENDOR'S AUTHORITY TO EXECUTE
The persons executing this AGREEMENT on behalf of the VENDOR warrant that:

A. the VENDOR is duly organized and existing under the appropriate State laws; B. they are duly authorized to execute this AGREEMENT on behalf of the VENDOR; C. by so executing this AGREEMENT, the VENDOR is formally bound to the provisions of this AGREEMENT; and
D. entering into this AGREEMENT does not violate any provision of any other AGREEMENT to which the VENDOR is bound.

XXIX. INTEGRATION; AMENDMENT
This AGREEMENT represents the entire understanding of CITY and VENDOR as to those matters contained in it. No prior oral or written understanding will be of any force or effect with respect to the terms of this AGREEMENT. The AGREEMENT may not be modified or altered except in writing signed by both parties.

IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed the day and year last written below.

Signatures begin on next page.
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CITY:

City of Pismo Beach, a Municipal Corporation
Signed:

Name: Nadia Feeser
Title: Administrative Services Director
Dated:

Signed:

Name: James R. Lewis
Title: City Manager
Dated:

Address for giving notice (See Section XVIII):
760 Mattie Road, Pismo Beach, CA 93449
ATTEST:

Signed:

Name: Erica Inderlied
Title: City Clerk
APPROVED AS TO FORM:

Signed:

Name: David M. Fleishman
Title: City Attorney
VENDOR:

E&M ELECTRIC AND MACHINERY, Inc.

DBA Avev ele , California
Signed:

Name: Paul Deas
Title: CFO
Dated: 2/9/2023
Address for giving notice (See Section XVIII):
126 Mill Street
Headldsburg, ca 95448
Email address for official communications:

[email protected]
Vendor Representative (See Section VIII):

Name/Title: Paul Deas/ CFO
Attachments:

Exhibit A: Scope of Service and Compensation Schedule
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Pismo Beach City CouncilFebruary 21, 2023

Pismo Beach City Council
February 21, 2023