San Mateo City Council
October 19, 2026

Technology-Related Professional Service Agreement Page 1 of 33 Rev 4/26
City of San Mateo
AGREEMENT WITH PARTNERS IN CONTROL, INC.,

DBA ENTERPRISE AUTOMATION, LLC FOR

MASTER TECHNOLOGY-RELATED PROFESSIONAL SERVICES
This Professional Services Agreement (hereinafter “Agreement”), made as of this day of ____________________, is entered into by and between Partners in Control, Inc., DBA Enterprise Automation, LLC (hereinafter referred to as “VENDOR”), and the City of San Mateo (hereinafter referred to as “CUSTOMER”), a municipal corporation in the State of California.

RECITALS:

A. CUSTOMER desires certain equipment, software, maintenance and support services hereinafter described.

B. CUSTOMER desires to engage VENDOR to provide these professional services by reason of its qualifications and experience for performing such services and VENDOR has offered to provide the required services on the terms and in the manner set forth herein.

NOW, THEREFORE, IT IS AGREED as follows:

SECTION 1 – DEFINITIONS

1.1 “Acceptance” means that CUSTOMER has accepted in writing that the Professional Services, Deliverables or other goods and services as agreed to as part of this Agreement were performed and delivered in accordance with the Statement of Work or Change Order.

CUSTOMER will create a list of non-conforming elements which must be corrected before Acceptance, except for minor or inconsequential errors, and such Acceptance shall not be unreasonably withheld. If Professional Services are for the implementation of a software or a system, then within sixty (60) days of the Go Live Date (as defined below) CUSTOMER will create a list of Defects (as defined below) which must be corrected before Acceptance, except for minor or inconsequential errors.

1.2 “Applicable Specifications” means the functional, operational and other characteristics of the Services or deliverables, timeline, milestones, assumptions, testing and validation criteria, and other specifications as described in the Statement of Work or Change Order.

1.3 Authorized Users" means all Persons authorized by CUSTOMER [or any of its Affiliates] to access and use the Services through CUSTOMER's account under this Agreement[, each of which shall be identified by CUSTOMER's written notice to Provider as set forth in the applicable Service Order as the same may be amended by CUSTOMER from time to time].

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1.4 ”Change Order” is a mutual agreement in writing by both Parties changing the scope of the project. The Change Order will include information such as but not limited to the date executed, due date, scope of work, assumptions, agreed upon cost, hours and rates, job responsibilities, deliverables, verification and acceptance testing, payment terms, requestor, and approving parties).

1.5 "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, knowhow, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, all CUSTOMER Data (including all Personal Information including Personally Identifiable Information (PII) ) is and will remain the Confidential Information of CUSTOMER.

1.6 "Customer Data" means any and all information, data, materials, works, expressions, or other content, including any that are (a) uploaded, submitted, posted, transferred, transmitted, or otherwise provided or made available by or on behalf of CUSTOMER or any Authorized User for Processing by or through the Subscription Services, or (b) collected, downloaded, or otherwise received by Provider or the Subscription Services for CUSTOMER or any Authorized User pursuant to this Agreement or any Service Order or at the written request or instruction of CUSTOMER or such Authorized User. All output, copies, reproductions, improvements, modifications, adaptations, translations, and other derivative works of, based on, derived from, or otherwise using any Customer Data are themselves also Customer Data. For the avoidance of doubt, Customer Data includes all User Data and Personal Information including PII.

1.7 “Customization” means but is not limited to all code, software modifications or computer programming to the licensed Software developed or modified under the terms of this Agreement or related Change Order or Statement of Work.

1.8 "Documentation" means all generally available documentation relating to the Services, including all user manuals, operating manuals, and other instructions, specifications, documents, and materials, in any form or media, that describe any component, feature, requirement, or other aspect of the Services, including any functionality, testing, operation, or use thereof.

1.9 “Defect” means (i) an omission in software code causing the software or integration links to operate such that it is not in compliance with the Applicable Specifications or (ii) the media on which the product(s) is delivered is damaged or corrupted such that the software does not load properly, (iii) the documentation contains gaps and/or erroneous information with regard to the deliverables, (iv) the services delivered did not meet the Applicable Specifications or were not performed in a professional manner consistent with experts and professionals in the industry, or (v) errors, problems or other irregularities in the deliverables.

1.10 “Effective Date” means the date that this Agreement takes effect, which unless otherwise stated, will be the date set forth on Page One of this Agreement upon being signed by duly authorized representatives of VENDOR and CUSTOMER.

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1.11 "Highly Sensitive Personal Information" means an (i) individual's government-issued identification number (including Social Security number, driver's license number, or state-issued identification number); (ii) financial account number, credit card number, debit card number, or credit report information, with or without any required security code, access code, personal identification number, or password that would permit access to an individual’s financial account; or (iii) biometric, genetic, health, medical, or medical insurance data.

1.12 “Information Security Incident” means any authorized, attempted, or actual threat to the confidentiality, integrity, or availability of an organization’s information systems and data.

Examples include malware infections, ransomware, phishing, unauthorized access, and data breaches. These incidents disrupt operations and require immediate incident response protocols

1.13 "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

1.14 “Go Live Date” is the date of the first production use of the licensed Software or deliverables from this Agreement by CUSTOMER where the CUSTOMER is using the Software or deliverable to manage its normal business operations. Prototype development and testing, data conversion and testing, initial system training, and conference room pilot operations and testing take place before the Go Live Date.

1.15 “Personal Information” means information provided to Service Provider by or at the direction of CUSTOMER, information which is created or obtained by Service Provider on behalf of CUSTOMER, or information to which access was provided to Service Provider by or at the direction of CUSTOMER, in the course of Service Provider's performance under this Agreement that: (i) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, biometric, health, genetic, medical, or medical insurance data, answers to security questions, and other personal identifiers), in case of both subclauses (i) and (ii), including, without limitation, all Highly Sensitive Personal Information. CUSTOMER's business contact information is not by itself deemed to be Personal Information.

1.16 “Personally Identifiable Information” means Information that, if disclosed, could cause harm, such as social security numbers, passport numbers, driver's license numbers, or financial account numbers, and; Data that can be combined with other sources to identify someone, such as birth date, place of birth, zip code, or race.

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1.17 “Professional Services” means all services provided by VENDOR which are primarily intellectual and mental, and performed by qualified personnel. Such services may include without limitation project planning, consulting, project management, data conversion, training, programming, and development of Customizations.

1.18 “Security Breach” means an incident where an unauthorized individual bypasses security mechanisms to gain access to a device, network, application, or data.

1.19 “Software” means the Vendor’s computer software program(s) licensed by CUSTOMER and identified in the software license agreement.

1.20 ”Statement of Work” means a document mutually developed and agreed upon by both parties which describes in detail the services to be provided by Vendor, implementation schedule and phases, responsibilities of CUSTOMER and Vendor, description and schedule of training, detailed list of professional services fees and expenses by major work task, acceptance plans, assumptions, risks, training schedule and description, etc.

1.21 "User Data" means any and all information reflecting the access or use of the Subscription Services by or on behalf of CUSTOMER or any Authorized User, including any end user profile-, visit-, session-, impression-, click through-, or click stream-data, and any statistical or other analysis, information, or data based on or derived from any of the foregoing.

SECTION 2 - SCOPE OF SERVICES
The Services, such as but not limited to training, software implementation, software development and customization, consulting, and interface development, will be performed pursuant to and in accordance with the Statement of Work attached hereto as Exhibit A of this Agreement.

2.1 Access and Use. VENDOR hereby grants to CUSTOMER exercisable by and through its Authorized Users, a non-exclusive non-transferable right to access and use the Subscription Services, including in operation with other software, hardware, systems, networks, and services, for CUSTOMER’S business purposes. The total number of Authorized Users will not exceed the number set forth in the applicable Service Order, except as expressly agreed to in writing by the parties and subject to any appropriate adjustment of the Fees payable hereunder;

2.2 CUSTOMER’s Rights to Engage Other Consultants. CUSTOMER reserves the right to engage other consultants in connection with this Agreement. Any third party receiving confidential information or trade secrets under this paragraph must agree to the same prohibition against disclosure as CUSTOMER and VENDOR may require that any such third party execute a non-disclosure agreement which includes widely accepted and reasonable nondisclosure terms.

2.3 Progress. VENDOR shall keep the Project Manager and/or his/her duly authorized designee informed on a regular basis regarding the status and progress of the Services, activities performed and planned hereunder, and any meetings that have been scheduled or are desired relative to the Professional Services or relative to this Agreement.

2.4 Scheduling. VENDOR shall generally have no obligation to work any particular schedule, unless otherwise provided in this Agreement or in the Statement of Work. VENDOR shall coordinate the provision of the Professional Services with CUSTOMER in such a fashion and schedule so as to achieve the results sought under the terms of this Agreement.

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2.5 Change Orders. Change Orders applicable to the Statement of Work shall be negotiated and implemented as described in the Statement of Work or as otherwise agreed to by the duly authorized representatives of both parties. VENDOR shall use its best efforts to provide all costs, Third Party Software, additional platform and infrastructure requirements, additional training requirements, and any other additional component or services within fifteen (15) business days of receipt of a Change Order.

2.6 Compliance with Laws. Provider shall comply with all applicable Laws as they concern this Agreement or the subject matter hereof, including by securing and maintaining all required and appropriate visas, work permits, business licenses, and other documentation and clearances necessary for performance of the Services.

SECTION 3 - DUTIES OF VENDOR

3.1 Vendor Responsibilities. VENDOR warrants that it has all requisite power and authority to conduct its business and to execute and deliver, and to perform all of its obligations under this Agreement.

VENDOR warrants that the individual who has signed this Agreement representing VENDOR has the legal power, right and authority to enter into this Agreement so as to bind VENDOR to perform the conditions contemplated herein.

VENDOR shall be responsible for the professional quality, technical accuracy and coordination of all work furnished by VENDOR under this Agreement. VENDOR shall, without additional compensation, correct or revise any errors or deficiencies in its work.

VENDOR represents that it is qualified to furnish the services described under this Agreement.

VENDOR shall be responsible for employing or engaging all persons necessary to perform the services of VENDOR.

VENDOR agrees to comply with the CUSTOMER’s minimum wage ordinance as codified in Municipal Code Chapter 5.92, which differs from the state minimum wage and includes a Consumer Price Index escalator.

3.2 Vendor’s Responsibilities for Costs and Expenses. VENDOR shall be responsible for all costs and expenses incurred by VENDOR, personnel of VENDOR, and subcontractors of VENDOR, in connection with this Agreement and performance of the Professional Services, including, without limitation, payment of salaries, fringe benefit contributions, payroll taxes, withholding taxes and other taxes or levies and all other amounts due to its personnel and subcontractors, office overhead expenses, travel expenses except as otherwise agreed, telephone and other telecommunications expenses, and document reproduction expenses.

3.3 Travel Expenses. Travel and related expenses shall be necessary, reasonable and consistent with CUSTOMER’s travel policies, and shall be mutually agreed upon in advance. CUSTOMER shall not be responsible for any VENDOR travel time

3.4 Vendor Personnel and Professional Services Warranty. The Services shall be performed by VENDOR or under its supervision, and VENDOR shall be responsible for all actions and work product(s) of the personnel working on behalf of VENDOR in the performance of this Agreement.

VENDOR represents that it possesses the professional and technical personnel required to Technology-Related Professional Service Agreement Page 6 of 33 Rev 4/26
perform the Professional Services for this Agreement and as defined in the Statement of Work.

VENDOR warrants that all Services will be performed diligently and in a timely, professional and workmanlike manner by experienced and competent personnel with the care and skill ordinarily exercised by members of the profession practicing under similar conditions using all common and widely accepted practices and professional standards for Services such as but not limited to installing, implementing, deploying, and maintaining the Product.

VENDOR represents and warrants that (i) none of the Services or any part of this Agreement is or will be inconsistent with any obligation VENDOR may have to others; (ii) the Services, deliverables or work products as they are delivered to CUSTOMER will not infringe, misappropriate or violate any intellectual property or other right of any person or entity; and (iii) VENDOR has the full right to provide CUSTOMER with the assignments and rights provided herein (including without limitation, through execution of appropriate written agreements with its employees, agents and subcontractors).

3.5 Remedies for Non-Performance of Services. If any element of the Services does not conform to the warranty on Professional Services, then CUSTOMER shall notify VENDOR in writing of such nonconformance. VENDOR shall timely re-perform such element in a manner that does conform, provided, however, that if such re-performance is impracticable, VENDOR shall timely refund the fees allocable to such nonconforming element. At its sole discretion, CUSTOMER may withhold payment for non-conformance to professional standards, excessive or unauthorized costs, or defects in deliverables until remedied, and no interest, penalties or late fees shall apply to such withholdings.

3.6 Cooperation with CUSTOMER’s Project Manager. As required herein or in the Statement of Work, CUSTOMER shall designate a Project Manager for the project effort to implement the Product. VENDOR shall work closely and cooperate fully with CUSTOMER’s designated Project Manager, and any other agencies which may have jurisdiction over or interest in the Software and related Professional Services. The Project Manager will administer this Agreement on behalf of CUSTOMER. The Project Manager, or his/her designee, shall be the principal officer of CUSTOMER for liaison with VENDOR, and shall review and give approval to the details of the Scope of Work and Services as described in the Statement of Work and any Change Orders or Amendments to this Agreement. The Project Manager shall be specified in the Statement of Work which is mutually agreed to between CUSTOMER and VENDOR. CUSTOMER reserves the right to change its Project Manager.

3.7 Vendor Marketing. No news releases, including photographs, public announcements, or confirmations of the same, relating to any part of the subject matter of this Agreement or any phase of providing the Professional Services shall be made without prior written consent of CUSTOMER. The information which VENDOR acquires related to its performance of the Professional Services shall be kept confidential unless the release of information is authorized in writing by CUSTOMER.

3.8 Support and Maintenance. VENDOR shall provide maintenance and support services for the Subscription Services in accordance with the provisions of this Section 3. The Support Services are included in the Services, and VENDOR shall not assess any additional fees, costs, or charges for such Support Services.

Technology-Related Professional Service Agreement Page 7 of 33 Rev 4/26

3.8.1 Support Service Responsibilities.

VENDOR shall provide support service as agreed upon by each party, including:

3.8.1.1 Provide unlimited telephone support during the hours of 9 a.m. to 5 p.m. on Business Days;

3.8.1.2 Provide online access to technical support bulletins and other user support information and forums, to the full extent VENDOR makes such resources available to its other CUSTOMERs; and

3.8.1.3 Respond to and Resolve Support Requests as specified in this Section 3.

3.9 Electronic Format for Supporting Documentation. All VENDOR and Third Party Supporting Documentation provided electronically shall be provided in a form and format that does not require CUSTOMER to purchase additional Third Party Software to view and print the Supporting Documentation.

3.10 Virus Free. VENDOR warrants that to the best of its knowledge there are no viruses, backdoor entries, time bombs, unauthorized programming, lockout devices or other disruptive technologies being shipped with deliverables, products or software in this Agreement.

CUSTOMER will notify VENDOR in writing if it detects such disruptive technologies and will provide any information that it may have regarding the nature of such non-conformance.

VENDOR will correct such non-conformance in a timely manner and at no cost to CUSTOMER.

3.11 Security. VENDOR must undertake cybersecurity measures to protect CUSTOMER data at all times as shown in Exhibit C.

SECTION 4 - DUTIES OF CUSTOMER
CUSTOMER shall provide pertinent information regarding its requirements for the project.

CUSTOMER shall examine documents submitted by VENDOR and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of VENDOR'S work.

CUSTOMER shall use the Services solely for CUSTOMER’s business purposes and shall not:
(a) reverse engineer or otherwise attempt to discover the source code of or trade secrets embodied in the Services; (b) distribute, transfer, lease, grant sublicenses, or otherwise make available the Services to third parties (including as an application service provider, service bureau, or rental source); (c) embed or incorporate in any manner the Services into websites other than the Website; (d) except as enabled by an application programming interface released by VENDOR, create add-ons, plug-ins, extensions, modifications to or derivative works of the Services; (e) remove the copyright, trademark, or any other proprietary rights or notices included within the Services and on and in the documentation and training materials; (f) use the Services in a manner not authorized under the documentation on the Website or in violation of any applicable law, rule or regulation, including any applicable export/import laws, such as the Export Administration Regulations administered by the U.S. Department of Commerce, the laws and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations administered by the U.S. Department of State; or (g) in any way access or use the Services to directly or indirectly develop, promote, distribute, sell or support any product or service that is competitive with the Services.

CUSTOMER will ensure that all Users (a) provide accurate, current and complete information as Technology-Related Professional Service Agreement Page 8 of 33 Rev 4/26
may be prompted by any registration forms on the Site ("Registration Data"), (b) maintain the security of any passwords and identification, and (c) maintain and promptly update the Registration Data and any other information provided to VENDOR.

CUSTOMER is responsible for the timely communication of any vendor set-up and invoice submission requirements for vendor payments (e.g. purchase orders, vendor registration forms, use of an independent portal for invoice submission, etc.). Any fees associated with the submission of an invoice and/or receipt of payment will be the responsibility of the CUSTOMER.

CUSTOMER retains ownership of all right, title, and interest in the CUSTOMER Data.

CUSTOMER agrees that it will only provide Customer Data to VENDOR via VENDOR’s secure channels with encryption. CUSTOMER grants VENDOR (with a right to sublicense to a subcontractor that is hosting the VENDOR Service (each a “Hosting Provider”)) a nonexclusive, worldwide, royalty-free, license to reproduce, display, adapt, modify, transmit, distribute, and otherwise use such Customer Data as necessary or reasonable to provide the Services and to use the Customer Data in anonymized and aggregated form for generating “Benchmarking Statistics” relating to industry trends provided that the anonymized data does not include information that identifies or provides a reasonable basis to identify a company or an individual, where, without limitation, the following identifiers have been removed: company names and the names of individuals, addresses, account numbers, social security numbers, phone numbers, email address(es) and any other information which could reasonably be anticipated to identify, when taken in the aggregate, a specific company, organization or individual.

SECTION 5 - TERM
The professional services to be performed under this Agreement shall be valid for a duration of three (3) years, and be completed on October 30, 2029, with up to two (2) optional one-year extensions by the CUSTOMER, for a potential maximum duration of five (5) years from the commencement date. It is understood and agreed that time is of the essence of this Agreement.

SECTION 6 - PAYMENT
CUSTOMER shall pay the full invoice amount within 60 days of the invoice date. Invoices will be considered correct if not questioned in writing within 30 days of the invoice date. CUSTOMER payment to VENDOR is not contingent on arrangement of project financing or receipt of funds from a third party. In the event the CUSTOMER disputes the invoice or any portion thereof, the undisputed portion shall be paid to VENDOR based on terms of this Agreement. Invoices not in dispute and unpaid after 90 days shall accrue interest at the rate of one and one-half percent per month (or the maximum percentage allowed by law, whichever is the lesser).

Invoice payment delayed beyond 120 days shall give VENDOR the right to stop work until payments are current.

Non-payment beyond 180 days shall be just cause for termination by VENDOR.

In consideration for the full performance of the services set forth in Exhibit A, CUSTOMER agrees to pay VENDOR up to $3,200,000 for services rendered, pursuant to rates stated in Exhibit B to this Agreement, attached and incorporated by reference.

CUSTOMER in its discretion may exercise two (2) one-year extension options, with payment of up to $1,100,000 for services rendered at the rates stated in Exhibit B, for each year extended.

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SECTION 7 – TERMINATION
Without limitation to such rights or remedies as CUSTOMER shall otherwise have by law, CUSTOMER shall have the right to terminate this Agreement or suspend work on the Project for any reason, upon ten (10) days' written notice to VENDOR. VENDOR agrees to cease all work under this Agreement upon receipt of said written notice. VENDOR shall submit an invoice for services performed up to the effective date of termination and the CITY shall pay VENDOR all outstanding invoices in accordance with the payment provisions of this Agreement.

The VENDOR may terminate services on the Project upon 30 (30) days written notice or in the event of substantial failure by the CUSTOMER to fulfill its obligations of the terms hereunder. VENDOR shall submit an invoice for services performed up to the effective date of termination and the CUSTOMER shall pay VENDOR all outstanding invoices in accordance with the payment provisions of this Agreement. The CUSTOMER may withhold an amount for services that may be in dispute provided that the CUSTOMER furnishes a written notice of the basis for their dispute and that the amount withheld represents a reasonable value.

SECTION 8 - OWNERSHIP OF DOCUMENTS
All documents prepared by VENDOR in the performance of this Agreement are and shall be the property of CUSTOMER, whether the project for which they are made is executed or not.

VENDOR will retain all common law, statutory, and other reserved rights, including the copyright thereto, and ownership of any Intellectual Property Rights with a limited license granted to the CUSTOMER for the use of same. VENDOR will furnish documents electronically. VENDOR shall not be held liable for reuse of documents or modifications thereof by the CUSTOMER or its representatives for any purpose other than the original intent of this Agreement, without written authorization of and appropriate compensation to VENDOR.

SECTION 9 - CONFIDENTIALITY
All reports and documents prepared by VENDOR in connection with the performance of this Agreement are confidential until released by CUSTOMER to the public. VENDOR shall not make any such documents or information available to any individual or organization not employed by VENDOR or CUSTOMER without the written consent of CUSTOMER before any such release.

The following shall not be considered Confidential or Proprietary Information: (i) any information in the public domain at the time of its communication thereof to either party by the other party; (ii) any information which enters the public domain, through no fault of the receiving party subsequent to the time of its communication to the receiving party; (iii) any information which is obtained in good faith by either party from a third party, provided such third party is not bound by a confidentiality agreement with Vendor or CUSTOMER, as applicable; (iv) information that was already known to that party prior to the date of disclosure to that party; (v) information which the receiving party establishes was developed independently of confidential or proprietary information furnished to it; and (vi) information that is required to be disclosed to any court, government authority or regulatory authority or pursuant to requirement of any state or federal law.

SECTION 10 - INTEREST OF VENDOR
VENDOR covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services under this Agreement.

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SECTION 11 - VENDOR'S STATUS
It is expressly agreed that in the performance of the services required under this Agreement, VENDOR shall at all times be considered an independent Vendor as defined in Labor Code Section 3353, under control of the CUSTOMER as to the result of the work but not the means by which the result is accomplished. Nothing herein shall be construed to make VENDOR an agent or employee of CUSTOMER while providing services under this Agreement.

SECTION 12 – PERSONNEL REVIEW AND APPROVAL
VENDOR shall have the right to assign personnel to this Agreement, but CUSTOMER shall have the right of review of VENDOR’s personnel assigned to the project, including all subcontractors. This includes but is not limited to CUSTOMER’s ability to require a timely replacement.

VENDOR warrants that each person assigned to this Agreement will be for the duration of the project with full-time efforts except as specified or agreed to by CUSTOMER, or due to the following exceptions: illness, death, termination or resignation from VENDOR. No subcontractors shall be used on the project without the express written approval of CUSTOMER.

SECTION 13 - INDEMNITY
VENDOR agrees to hold harmless and indemnify CUSTOMER and the Estero Municipal Improvement District, its elected and appointed officials, employees, volunteers, and agents from and against any and all claims, loss, liability, damage, breach of confidentiality, security obligations, and expense arising out of VENDOR’s performance of this Agreement, except those claims arising out of CUSTOMER’s sole negligence or willful misconduct. VENDOR agrees to defend CUSTOMER and the Estero Municipal Improvement District, its elected and appointed officials, employees, volunteers, and agents against any such claims. The VENDOR’S duty to indemnify shall survive expiration or early termination of this Agreement. If a Security Breach may cause irreparable harm, the CUSTOMER is entitled to equitable relief.

SECTION 14 - INSURANCE
VENDOR shall procure and maintain for the duration of the contract the insurance specified in Exhibit D of this agreement.

SECTION 15 - NONASSIGNABILITY
Both parties hereto recognize that this Agreement is for the personal services of VENDOR and cannot be transferred, assigned, or subcontracted by VENDOR without the prior written consent of CUSTOMER.

SECTION 16 - RELIANCE UPON SKILL OF VENDOR
It is mutually understood and agreed by and between the parties hereto that VENDOR is skilled in the performance of the work agreed to be done under this Agreement and that CUSTOMER relies upon the skill of VENDOR to do and perform the work in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession rendering similar services under similar circumstances and in a similar vicinity, and VENDOR agrees to thus perform the work. The acceptance of VENDOR's work by CUSTOMER does not operate as a release of VENDOR from said obligation.

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SECTION 17 - WAIVERS
The waiver by either Party of any breach or violation of any term, covenant, or condition of this Agreement or of any provisions of any ordinance or law shall not be deemed to be a waiver of such term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, condition, ordinance, or law. The subsequent acceptance by either Party of any fee or other money which may become due hereunder shall not be deemed to be a waiver of any preceding breach or violation by the other Party of any term, covenant, or condition of this Agreement or of any applicable law or ordinance.

SECTION 18 - COSTS AND ATTORNEY FEES
Attorney fees in total amount not exceeding $5000, shall be recoverable as costs (by the filing of a cost bill) by the prevailing party in any action or actions to enforce the provisions of this Agreement. The above $5000 limit is the total of attorney fees recoverable whether in the trial court, appellate court, or otherwise, and regardless of the number of attorneys, trials, appeals, or actions. It is the intent of this provision that neither party shall have to pay the other more than $5000 for attorney fees arising out of an action, or actions to enforce the provisions of this Agreement.

SECTION 19 - NON-DISCRIMINATION
VENDOR warrants that it is an Equal Opportunity Employer and shall comply with applicable regulations governing equal employment opportunity. Neither VENDOR nor any of its sub-Vendors shall discriminate in the employment of any person because of race, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, or age, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment and Housing Act.

SECTION 20 – MEDIATION

20.1 Dispute Resolution. In the event of any dispute between the parties hereunder, the parties shall first attempt to resolve the dispute at the Project Manager level representing CUSTOMER and his/her equivalent representing VENDOR. If the dispute is not resolved at this level within ten (10) business days of the date the other party is first informed of the dispute in writing, the parties shall attempt to resolve the dispute at the CUSTOMER Manager level and his/her equivalent representing VENDOR. The use of the foregoing procedure is a condition precedent to the commencement of any mediation or other legal proceedings hereunder.

20.2 Mediation. Should any dispute arise out of this Agreement, any Party may request that it be submitted to mediation. The Parties shall meet in mediation within thirty (30) days of a request.

The mediator shall be agreed to by the mediating parties; in the absence of an agreement, the Parties shall each submit one name from mediators listed by the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed-upon service. The mediator shall be selected by a “blindfold” process.

The cost of mediation shall be borne equally by the Parties. Neither Party shall be deemed the prevailing party. No Party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by the parties but not more than sixty (60) days, unless the parties extend the maximum time.

Should any dispute arise out of this Agreement, any party may request that it be submitted to mediation. The parties shall meet in mediation within 30 days of a request. The mediator shall Technology-Related Professional Service Agreement Page 12 of 33 Rev 4/26
be agreed to by the mediating parties; in the absence of an agreement, the parties shall each submit one name from mediators listed by the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed-upon service. The mediator shall be selected by a "blindfolded" process.

The cost of mediation shall be borne equally by the parties. Neither party shall be deemed the prevailing party. No party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by the parties but not more than 60 days, unless the maximum time is extended by the parties.

SECTION 21 - LITIGATION
VENDOR shall testify at CUSTOMER'S request if litigation is brought against CUSTOMER in connection with VENDOR'S services under this Agreement. Unless the action is brought by VENDOR, or is based upon VENDOR'S wrongdoing, CUSTOMER shall compensate VENDOR for preparation for testimony, testimony, and travel at VENDOR'S standard hourly rates at the time of actual testimony.

SECTION 22 - NOTICES
All notices, requests, consents, including notification in the event of an information security incident, and approvals hereunder shall be in writing and shall be delivered with proof of receipt where official proof of receipt can be validated, postage prepaid, and addressed as follows:

To CUSTOMER: Rob Learmonth and Jennifer Lam
City of San Mateo
205 Detroit Dr.

San Mateo, CA 94404
To VENDOR: Partners in Control, Inc.,
DBA Enterprise Automation, LLC
Attn: Luke Stephenson
9050 Irvine Center Dr., Suite 200
Irvine CA 92618
Either party may change its address or addressee for the purposes of this paragraph by notice. Notice given in accordance with this paragraph shall be deemed given when received.

SECTION 24 – TAXES
CUSTOMER shall be liable for all federal, state, municipal or other governmental taxes, duties charges or costs, however designated, now or hereinafter imposed, upon the Services and deliverables of this Agreement exclusive, however, of taxes based upon net income, gross income or net worth of VENDOR; taxes based upon the franchise of VENDOR; taxes based upon any equipment or software, other than that which is licensed in this Agreement, which are owned by the VENDOR; or taxes paid by or for any employee of the VENDOR. CUSTOMER reserves the right to review the tax charges and, in no event, will be responsible to pay more than is appropriate or actually paid under applicable law.

VENDOR will pass on to CUSTOMER any tax refunds received with respect to the CUSTOMER’s previous payment or reimbursement of applicable taxes hereunder.

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SECTION 25 – COOPERATION/FURTHER ACTS
The parties shall fully cooperate with one another in attaining the purposes of this Agreement and, in connection therewith, shall take any such additional further acts and steps and sign any such additional documents as may be necessary, appropriate and convenient as related thereto.

SECTION 26 – TRANSITION COOPERATION
Upon termination of this Agreement for any reason, VENDOR agrees to, upon CUSTOMER’s written request:

26.1 Provide sufficient efforts and cooperation to ensure an orderly and efficient transition of services to CUSTOMER or its VENDOR without degradation of the quality and level of VENDOR’s performance of its services to CUSTOMER.

26.2 Return to CUSTOMER all data records, logs and documentation in a mutually agreeable format, including full disclosure of the custom software code and system design, third party suppliers and other pertinent information about the services required to perform the Services for CUSTOMER.

26.3 Furnish phase-in training, and phase-in/phase-out services for up to ninety (90) calendar days after termination of this Agreement.

26.4 Negotiate in good faith a plan with a successor to determine the nature and extent of phasein/phase-out services required. The plan shall specify a date for transferring responsibilities and shall be subject to CUSTOMER’s approval.

SECTION 27 – FORCE MAJEURE
Neither Party will incur any liability to the other on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond its reasonable control and without negligence of the Parties. Such events, occurrences, or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, acts of terrorism, floods, earthquakes, or other natural catastrophes.

SECTION 28 - AGREEMENT CONTAINS ALL UNDERSTANDINGS; AMENDMENT This document represents the entire and integrated agreement between CUSTOMER and VENDOR and supersedes all prior negotiations, representations, and agreements, either written or oral. Unless set forth herein, neither Party shall be liable for any representations made whether orally or in writing.

This document may be amended only by written instrument, signed by duly authorized representatives of both CUSTOMER and VENDOR.

The documents constituting the Agreement between both Parties are intended to be complementary so that what is required by any one of them shall be as binding as if called for by all of them. The Exhibits shown below constitute a material part hereof, and are hereby incorporated by reference herein as part of this Agreement.

1. Exhibit A - Statement of Work

2. Exhibit B - Fee Schedule

3. Exhibit C - Data Security Requirements

4. Exhibit D - Insurance Requirements
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In the event of a disagreement between the various documents relating to this Agreement, the order of precedence shall be as follows (in order from most controlling to least controlling):

1. This Agreement, including the related Maintenance and Support Agreement and the Software License Agreement

2. Statement of Work

3. City of San Mateo RFQ
SECTION 29 - GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of the State of California and, in the event of litigation, venue will be in the County of San Mateo.

SECTION 30 - PERSONAL DATA
Each party shall comply with all applicable laws and regulations relating to the processing, protection, or privacy of personal data, including where applicable, the guidance and codes of practice issued by regulatory bodies in any relevant jurisdiction. Each party agrees that it shall keep such personal data in a secure technological environment.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, CITY OF SAN MATEO and PARTNERS IN CONTROL, INC., DBA ENTERPRISE AUTOMATION have caused this Agreement to be executed as of the Effective Date by their duly authorized representatives, and hereto have accepted the terms, conditions, and provisions set forth above.

CITY OF SAN MATEO VENDOR
Matt Fabry
Director of Public Works
Date Enterprise Automation
Luke Stephenson
President
Date

APPROVED AS TO FORM
Linh P. Nguyen
Assistant City Attorney
Date
Attachments:

1. Exhibit A - Statement of Work

2. Exhibit B - Fee Schedule

3. Exhibit C - Data Security Requirements

4. Exhibit D - Insurance Requirements
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EXHIBIT A

STATEMENT OF WORK
The Vendor will provide programming services for the project elements listed in this Scope of Services. The specific scope of services, schedule, deliverables, assumptions, level of effort, and fee for each project or assignment will be negotiated with the Vendor and authorized by the City through individual task orders:
• Task 1 – Task Management Services
• Task 2 – Submittal Phase Services
• Task 3 – Programming Services
• Task 4 – Testing, Installation, Commissioning and Warranty Services • Task 5 – Ongoing Maintenance and Improvements
Typical tasks that are required of the Vendor under these categories are detailed in the following sections. Throughout the construction of this project, the Vendor will submit deliverables for review and approval by the City and other governing agencies as required.

The deliverables required by the Vendor will vary depending on the programming services defined in the Contract Documents for each project. All drawings and maps shall be developed using AutoCAD, ArcGIS, and PDFs capable of plotting at a legible scale on both 11x17” and 22x34” sheets shall be provided. Additional deliverable information is provided in the various task descriptions below.

The City reserves the right to discontinue, alter, or postpone services at any time.

Task 1 – General Services
Project management and coordination include tasks that will be performed by the Vendor throughout the project. Task 1 will cover all task management services required for the capital improvement projects. These services include:
• General Project Management and Coordination
• Workshops and Meetings
• Management of Subconsultants (if any)
• Equipment procurement and install of Process Control System (PCS) Hardware, Software, and Subnet (if required)
Task 1.1 – Project Management
Task 1.1.1 – General Management
The Vendor will be responsible for detailed management of the project, including Subconsultants, and will keep the City’s Project Manager appraised of the status of the project.

The Vendor will provide the key management personnel as described in their proposal on this project. The Vendor will not reassign the key project personnel without prior approval of the City per the Master Technology-Related Professional Services Agreement .

Task 1.1.2 – Progress Report and Invoices
The Vendor will prepare and submit monthly progress reports and invoices that include a narrative of the work completed by task, project action item log, upcoming work, project issues, budget and schedule status, percent complete, cost to complete, earned value Technology-Related Professional Service Agreement Page 17 of 33 Rev 4/26
versus actual spent analysis, potential scope or budget changes, and other important project information. The current and previous billing period invoicing, as well as a summary of the budget spent, budget remaining, cost to complete, and all backup documentation for expenses will be included. The monthly progress report and project schedule will be submitted with the project invoice as part of the monthly request for payment.

Task 1.2 – Workshops and Meetings
The Vendor will prepare and submit to the City’s Project Manager an agenda and meeting minutes for each formal meeting or workshop and hold progress meetings as necessary.

Task 1.3 – Management of Subconsultants
If the Vendor requires the services of any Subconsultants, then the Vendor will include a list Subconsultants in the proposal, explain why they are needed, and provide a general description of their effort.

The Vendor will manage the activities of Subconsultants during performance of the project.

All requirements of the contract shall also apply to Subconsultants.

Task 1.4 – Programming Management Plan
Vendor shall work with the City’s Project Manager, City’s Engineer of Record, Construction Contractor, Equipment Vendors, and Plant Operations Staff (as applicable) to prepare an overall Process Control System (PCS) programming project plan that includes the PCS programming tasks. At a minimum, the Programming Management Plan shall include the following:

1. Programming Schedule:
a. Programming schedule by phase.
b. PLC and HMI programming standards review meeting
c. All client programming workshops

2. Programming Team: Develop a programming team organizational chart defining the names and contact information of individuals who will be acting in the roles of Project Manager, lead PLC programmer, lead HMI programmer, and lead network The analyst (if needed).

Task 2 – Submittal Phase Services
Vendor shall submit a proposed submittal breakdown, including sequencing and packaging of information, in accordance with the applicable project schedule, construction schedule, or task order schedule, as directed by the City. Partial submittals not in accordance with the Project Schedule will not be accepted.

Vendor shall adhere to the following requirements for the submittal format:

1. Hard copy: required for all submittals.

2. Electronic copies: required, unless otherwise noted for specific items. 1) Manufacturers’ standard documents: Adobe Acrobat PDF. 2) Documents created specifically for the project:
a) Text and graphics: Microsoft Word.
b) Lists: Microsoft Excel, unless otherwise noted for specific items. c) Drawings: AutoCAD
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With each submittal the Vendor shall include the letterhead and / or title block of the firm responsible for the preparation of the submittals. The following shall be included in the title block as a minimum:

1. Registered business name of firm.

2. Physical address, email address, and phone number of firm.

3. Owner’s name.

4. Project name and location.

5. Drawing name.

6. Revision level

7. Personnel responsible for the content of the drawing.

8. Date.

Task 2.1 – Process Control System Software Submittals
The Vendor will submit the following for the PCS software.

1. Submit a complete description of the standard application software (PLC and HMI) programs, operating system and utility programs, and include modifications and an explanation of how specific functional requirements are met:
a. Provide a cross-reference between the Specification requirements and the software submittal in order to provide the City the ability to identify how each specified requirement or function is met.

2. A complete listing of the PCS system point I/O database:
a. Include for each data point, relevant parameters such as range, contact orientation, limits, incremental limits, I/O card, I/O hardware address, and PLC assignment.
b. Organize on a PLC panel by panel basis, separate by point type. c. In addition to the active I/O points, list the implemented spare I/O points and the available I/O points remaining on each card, as well as other defined future points specified or shown.
d. The documentation associated with the PLC programs as described in the City’s Programming Standards.

3. Detailed descriptions of procedures used to implement and modify control strategies and database construction.

4. PLC Programs: The Vendor shall provide a soft copy (Adobe PDF format) and a hard copy print out of the PLC program logic. The submittal shall follow the standards described in the City’s PLC Programming standards and shall include the following at a minimum:
a. Proposed code organization
b. Code format (ladder logic, function blocks), and tag organization c. Each routine, subroutine, and add-on instruction shall be named and described in the outline

5. HMI Displays: All HMI display submittals shall be in full color as they will appear on the display screen:
a. This submittal shall be prepared after the requisite HMI graphic display meetings b. The submittal shall include:
c. Graphic displays
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d. Trend displays
b. Each display shall be uniquely titled:
a. Locations for process data shall be clearly identified either through the use of simulated data or by showing variables on the displays and providing a reference list describing those variables
b. All dynamic points shall be identified by tag number as a minimum and their operation shall be described on separate sheets
a. Three sets of submittals, with screen prints in color on a white background, are required for review by the Owner and Engineer a. One set will be returned with comments
Task 2.2 – Testing, Start-up, and Commissioning Submittals The Vendor shall develop and submit detailed test procedures to show that the integrated PCS system software is fully operational and in compliance with the requirements specified in the Contract Documents. Each submittal shall provide a statement of test objectives for each test. Each submittal shall include specific procedures for each process system and shall describe sequentially the steps to be followed in verifying the correct operation of each process system, including all features described in the loop descriptions, control strategies, and shown in the P&IDs. Implied or generic test procedures are not acceptable.

The Vendor shall prepare forms and checklists for the following:

1. Factory Acceptance Tests (FAT)

2. Loop Validation Tests

3. Functional Tests

4. Commissioning
The FAT procedure shall be submitted four weeks prior to the scheduled date for the FAT.

The FAT procedure shall include the additional minimal requirements:

1. Control system testing block diagram

2. Estimated test duration

3. Details on the simulator construction, components, and operation The Vendor will submit the proposed procedures to be followed during tests for the PCS software in two components:

1. Preliminary submittal: outline of the specific proposed tests and examples of proposed forms and checklists.

2. Detailed submittal: after successful review of the preliminary submittal, submit the proposed detailed test procedures, forms, and checklists, and include a statement of test objectives with the test procedures.

Task 3 – Programming Services
Task 3.1 – PLC Programming
Vendor will use the City’s supplied Programming Standards and Rockwell PLC blocks for all PLC programming. Any missing code blocks shall be developed by the Vendor and fully documented and included in the set to be used throughout the project.

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One instance of each standard code block shall reside in each PLC and shall be referenced in main routines and subroutines. New code blocks or modifications to existing code blocks that the Vendor would like to use as a standard shall be submitted to the City for review and approval.

The Vendor shall arrange, organize, and conduct at least one two-hour workshop to coordinate all equipment and instrument tags for each PLC included in the design.

The Vendor shall arrange, organize, and conduct a series of no less than two half-day PLC programming workshops with City. The workshops will be for demonstrating programming organization and tagging use. Also, the Vendor shall use the workshops to present new and modified code blocks for potential inclusion in City’s standards.

The exact number of PLC programming and tagging workshops will be determined during task order negotiations with the City, with input from the Engineer, Construction Contractor, equipment vendors, and plant operations staff, as applicable.

The Vendor shall provide an updated copy of all of the PLC programs and the programming documentation to the City after substantial completion of the Project.

Task 3.2 – HMI Programming
Vendor will use the City’s HMI Standards for all HMI programming. The Vendor shall re-use any applicable HMI graphics where possible.

The Vendor shall arrange, organize, and conduct a series of no less than two four hour workshops with City. The workshops will be for demonstrating graphics organization, navigation, animation, and control functions. The Vendor shall use the workshops to present new and modified OIT/HMI graphics for potential inclusion in City’s standards.

The Vendor shall implement the tagging information into the Wonderware Historian. Tags will be derived from the tagging coordination meetings noted above. The Vendor will coordinate and perform a tagging verification for each project phase to the City’s satisfaction.

Tagging coordination must be completed prior to acceptance of any project phase. The Vendor shall provide transfer of tags from the PLC system to the Wonderware Historian The City will implement tags into the HachWIMS Historian. The Vendor shall coordinate with the City on the transfer of tags and data points from the Wonderware Historian/NAS Historian to the HachWIMS Historian. The City will provide and license the HachWIMS Historian. The Vendor will configure the Wonderware Historian to setup, test, and transfer data to the HachWIMS Enterprise Historian.

The Vendor shall provide an updated copy of all of the HMI programs and the programming documentation to the City after substantial completion of the Project.

Task 3.3 – Packaged and External System Coordination
The Vendor will work with the City’s Project Manager, City’s Engineer of Record, Construction Contractor, Equipment Vendors, and Plant Operations Staff (as applicable) to coordinate with the Packaged System Vendors for each project. The Vendor will work with the City’s Project Manager, City’s Engineer of Record, Construction Contractor, Equipment Vendors, and Plant Operations Staff (as applicable) to coordinate the protocols and IO points to be transferred between Packaged System PLCs and other external controllers (e.g. Power Monitors). The Vendor shall review the control narratives and IO lists for the packaged systems to ensure that the PCS is programmed with the correct IO points and control logic Technology-Related Professional Service Agreement Page 21 of 33 Rev 4/26
to ensure that the packaged systems operate with the PCS as described in the Contract Documents.

The Vendor shall establish the exact number of packaged systems during the negotiation phase. The Vendor shall establish the number of packaged system factory demonstration tests to be witnessed during the negotiation phase.

Task 4 – Testing, Installation, Commissioning, and Warranty Services Task 4.1 - Factory Acceptance Test (FAT)
The Vendor shall submit the FAT plan two months prior to the scheduled date of the FAT.

The Vendor shall coordinate with the City’s Project Manager, City’s Engineer of Record, Construction Contractor, Equipment Vendors, and Plant Operations Staff (as applicable) regarding the location of the FAT. The FAT shall be conducted on the PCS hardware to be installed with the project as much as it is feasible.

Representatives from the City’s Project Manager, City’s Engineer of Record, Construction Contractor, Equipment Vendors, and Plant Operations Staff (as applicable) can choose to attend the FAT. The City retains the right to observe all factory test activities including any and all subsystem preparation, pretests, troubleshooting, retests, warm-up, and software modification and/or updates. The Owner reserves the right to test any specified function whether or not explicitly stated in the test submittal. Any deficiencies observed during the test shall be corrected and retested before completion of the test. Any changes and/or corrections shall be noted on the test forms.

The FAT shall make use of hardware simulators that contain switches, pilot lights, variable analog signal generators, and analog signal level displays, which shall be connected to the I/O points within the PCS. All inputs and outputs shall be simulated and proper control and system operation shall be validated. The use of jumper wires, terminal block mounted pilot lights, and loose meters to act as or supply the functionality of a simulator shall not be allowed. The hardware simulator may consist of a PLC, operating under a PCS software package, or other approved software that has its I/O points wired to PLC’s I/O points.

Software operating on a PC may then act as the switches, pilot lights, variable analog signal generators, and analog signal level displays. The Vendor shall be responsible for leading the FAT based on the submitted and approved FAT test procedures. The City shall witness the revisions and/or corrections prior to leaving the test site. If the corrections and/or revisions are too extensive to be made while the City is scheduled to be at the FAT test site, the FAT shall be, at the City’s sole discretion, considered failed, and the test shall be restarted at a later date. All costs for the re-test shall be borne by the Vendor.

Test methodology:

1. Discrete inputs: Apply appropriate input at a panel terminal, observe input card indicator, observe data value at each indicated data address, and observe data received on all operator interface displays (HMI displays)

2. Discrete outputs: Issue commands from operator interface screen, verify output card indicator light, and measure response at field wiring terminals

3. Analog inputs: Apply appropriate analog input signal at panel terminals, observe data value at each indicated data address, and observe data properly received at each operator screen; check each point at 0 percent, 50 percent, and 100 percent of scale

4. Analog outputs: Enter scaled values in the output buffer file, observe the output Technology-Related Professional Service Agreement Page 22 of 33 Rev 4/26
data file value, and measure appropriate response at panel wiring terminals System configuration test:

1. Demonstrate and test the setup and configuration of all operator stations, servers, development stations, and peripherals.

2. Demonstrate all utility software and functions, such as virus protection, backup, optical drive burning, network monitoring, etc.

3. Demonstrate the proper operation of all peripheral hardware.

4. Demonstrate all general PCS functions.

5. Demonstrate proper operation of log-on and other access security functions.

6. Demonstrate the proper operation of all historical data storage, trend, display, backup, and report functions.

7. Test automatic fail over of redundant equipment.

8. Demonstrate proper operation of the alarm display and acknowledgement functions.

Control logic testing requirements:

9. Demonstrate each function described in Contract Documents. Demonstrate in detail how each function operates under a variety of operating scenarios. Test to verify the application of each general control strategy function to each specific control strategy or loop description.

10. Demonstrate the proper operation of the programming and configuration for each control strategy or loop description. Test each strategy or loop description on a sentence by sentence and function by function basis. Loops with similar or identical logic must each be tested individually.

11. Demonstrate the proper operation of all digital communication links and networks. Verify each digital communication I/O point.

12. Failure testing: In addition to demonstrating correct operation of all specified features, special effort shall be made to demonstrate how the system responds to and recovers from abnormal conditions including, but not limited to: equipment failure, operator error, communications subsystem error, communications failures, simulated/forced software lockups, power failure (both utility power and power to PCS hardware), process equipment failure, and high system loading conditions.

Task 4.2 – Installation Testing
The Vendor shall work with the City’s Project Manager, City’s Engineer of Record, Construction Contractor, Equipment Vendors, and Plant Operations Staff (as applicable) during the installation testing period to ensure that the PCS software functions as specified and that all of the tests are successfully conducted. The Vendor shall participate in the loop testing activities. The loop tests shall include, but not be limited to:

1. Test PCS system inputs from field device to PCS system operator workstations.

2. Test PCS system outputs from PCS operator interfaces to the field devices and equipment.

The Vendor shall provide the I/O list to the City’s Project Manager, City’s Engineer of Record, Construction Contractor, Equipment Vendors, and Plant Operations Staff (as applicable) and shall provide assistance in the preparation of the installation testing forms and reports. The Vendor shall remedy any software deficiencies discovered during the loop testing.

Once the loop tests have been completed, the Vendor shall conduct the functional tests with the City’s Project Manager, City’s Engineer of Record, Construction Contractor, Equipment Vendors, and Plant Operations Staff (as applicable).

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Control logic operational validation during the functional tests: The purpose of control logic validation is to field test the operation of the complete control system, including all parts of the PCS system, all control panels (including vendor control panels), all control circuits, all control stations, all monitored/controlled equipment, and final control elements. All control functionality shown on the P&IDs, control schematics, and other drawings, and specified in the loop descriptions, control strategies, electrical specifications, and mechanical equipment specifications shall be demonstrated during these tests. Each step of the control logic shall be tested in detail on a function-by-function and sentence-by-sentence basis. All final control elements, controlled equipment, control panels, and ancillary equipment under startup, shut down, and steady-state operating conditions shall be verified such that all logic and control is achieved. The field control logic validation tests to include, but not limited to: a repeat of all control logic tests from the FAT, modified and expanded to include all field instruments, control panels, circuits, and equipment.

Task 4.3 – Commissioning and Performance Test
During the commissioning period, the Vendor shall tune all of the control loops with the actual process conditions to meet the City’s requirements. The Vendor shall exercise each system function, e.g., status report, alarms, logs, and displays, several times at a minimum, and in a manner that approximates "normal" system operation.

The Vendor shall provide a competently trained technician or programmer on the project site during all normal working days and hours from the start of the performance test until final acceptance of the system. The Vendor shall provide a programmer to be at the plant site within twenty-four hours for any major failure.

Each time a technician is required to respond to a system malfunction, they must complete a report which includes details concerning the nature of the complaint or malfunction and the resulting repair action required and taken. If a malfunction occurs which clears itself or that the operator on duty is able to correct, no report is required or logged as specified above. If a technician has performed work but no report is written, then a major failure is considered to have occurred. Each report shall be submitted within twenty-four hours to the City or its representative.

Task 4 – Training and Warranty Services
The Vendor shall provide project-specific PLC software training that covers the programming conventions, new standardized software modules, specific control strategy programs, and documentation created for the work performed under the corresponding project. This training will include the specific knowledge needed to modify, expand, duplicate, troubleshoot, and repair the PLC programs provided under this project, and be provided by a qualified member of the Vendor team who is thoroughly familiar with the delivered system, and is one of the senior programmers who programmed the PLCs for this project.

The Vendor shall provide a HMI training course that will enable City staff to develop and maintain all aspects of the operator interface system applications. Topics to be included:

1. Operating systems and utilities such as virus protection software.

2. Point (tag) database development and modification

3. Graphic screen creation and editing

4. Scripting

5. Trending

6. Alarms and events
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7. System security, access levels, and areas of responsibility

8. General system maintenance, including backups, history data archive, version control, file naming and cataloging conventions, and system file housekeeping The Vendor shall provide warranty services for all of the PLC and HMI programming work provided under this project for one calendar year after the final project completion. The scope and fee for the Programming Warranty services will be negotiated with the City’s Project Manager and City’s Engineer of Record during the initial negotiation phase.

Task 5 - Ongoing Maintenance, Improvements, and On-Call Support The Vendor may provide ongoing PLC, HMI/OIT, SCADA, historian, alarm paging, telemetry, server, network, and related control system support services for the City’s wastewater treatment facilities, as authorized by the City. Services may include scheduled preventive maintenance, emergency support, remote and onsite troubleshooting, programming modifications, system improvements, software update testing, backup verification, manufacturer support renewal tracking, documentation updates, and related technical support.

Services under this task shall be performed only when authorized by the City through an individual task order, maintenance support request, or other written authorization. Specific response times, support hours, deliverables, assumptions, level of effort, and fees shall be defined in the applicable authorization.

Task 5.1 – Maintenance Support Management and Support Coordination The Vendor may provide coordination and management support for ongoing maintenance and support services. This may include serving as the primary point of contact, coordinating support requests, scheduling maintenance visits, tracking open issues, monitoring budget and schedule, preparing status updates, and submitting invoices and tracking reports to the City.

The Vendor shall provide regular updates to the City regarding open support requests, completed work, upcoming maintenance activities, budget status, and recommended followup actions. For meetings involving key decisions or action items, the Vendor shall prepare agendas and meeting minutes, as requested by the City.

Task 5.2 – Emergency Support and Troubleshooting
The Vendor may provide urgent support for production-critical PLC, HMI/OIT, SCADA, historian, alarm paging, telemetry, and related control system issues. Support may include phone support, remote troubleshooting, diagnosis of system issues, coordination with City staff, coordination with software or hardware vendors, and onsite support when necessary.

The Vendor shall document support requests, troubleshooting steps, findings, corrective actions, and recommended follow-up work. Response time expectations, support hours, after-hours availability, remote access requirements, and onsite response requirements shall be defined in the applicable task order or maintenance support request.

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Task 5.3 – Scheduled SCADA Maintenance
The Vendor may perform scheduled SCADA maintenance inspections at intervals authorized by the City. Scheduled maintenance may include, but is not limited to:

1. Review of system error logs.

2. Review of SCADA alarms and alarm history.

3. The Vendor may assist the City with tracking manufacturer support renewals for SCADA-related hardware and software assets. This may include servers, SCADA software, historian software, virtualization software, backup software, PLC programming software, alarm paging software, network hardware, and related support agreements.

4. The Vendor may maintain a renewal tracking log and provide reminders or recommendations to the City regarding upcoming renewals, expired support agreements, and manufacturer support needs. The City shall remain responsible for authorizing purchases or renewals unless otherwise stated in the applicable task order.

5. Coordination with engineering, operations, and maintenance staff regarding system performance issues.

6. Backup of PLC, HMI/OIT, SCADA, historian, and virtualized resources, as applicable.

7. Visual inspection of control panels, PLCs, remote I/O, server infrastructure, UPS systems, thin clients, IT/OT hardware, peripherals, and related SCADA system components.

8. Review of system status, communication status, and general platform performance.

9. Documentation of findings, deficiencies, recommended corrective actions, and follow-up work.

Task 5.4 – Software Updates, Patch Testing, and Backup Verification The Vendor may assist the City with testing and validating Microsoft Windows updates, SCADA software updates, patches, hotfixes, firmware updates, and related system changes before deployment to the live system. When appropriate, updates shall be tested in a development or test environment before implementation on the production system.

If an update affects SCADA system functionality, communications, historian functions, alarming, reporting, or other related system operations, the Vendor shall investigate the issue and provide recommendations to the City. Recommendations may include deferring the update, coordinating with manufacturer support, applying patches or hotfixes, modifying configuration settings, or identifying other acceptable alternatives.

The Vendor may also verify that current backups are available for PLC programs, HMI/OIT applications, SCADA applications, historian configurations, virtual machines, servers, and related control system files, as applicable.

Task 5.5 – Manufacturer Support Renewal Tracking
The Vendor may assist the City with testing and validating Microsoft Windows updates, SCADA software updates, patches, hotfixes, firmware updates, and related system changes before deployment to the live system. When appropriate, updates shall be tested in a development or test environment before implementation on the production system.

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If an update affects SCADA system functionality, communications, historian functions, alarming, reporting, or other related system operations, the Vendor shall investigate the issue and provide recommendations to the City. Recommendations may include deferring the update, coordinating with manufacturer support, applying patches or hotfixes, modifying configuration settings, or identifying other acceptable alternatives.

The Vendor may also verify that current backups are available for PLC programs, HMI/OIT applications, SCADA applications, historian configurations, virtual machines, servers, and related control system files, as applicable.

Task 5.6 – System Improvements and Change Requests
The Vendor may provide ongoing PLC, HMI/OIT, SCADA, historian, alarm paging, telemetry, server, network, and related control system support services for the City’s wastewater treatment facilities, as authorized by the City. Services may include scheduled preventive maintenance, emergency support, remote and onsite troubleshooting, programming modifications, system improvements, software update testing, backup verification, manufacturer support renewal tracking, documentation updates, and related technical support.

Services under this task shall be performed only when authorized by the City through an individual task order, maintenance support request, or other written authorization. Specific response times, support hours, deliverables, assumptions, level of effort, and fees shall be defined in the applicable authorization.

Task 5.7 – Documentation and Closeout
For work performed under this task, the Vendor shall provide documentation appropriate to the nature of the support request or maintenance activity. Documentation may include service reports, maintenance checklists, backup logs, updated drawings, updated I/O lists, updated tag lists, updated PLC/HMI/SCADA files, alarm change logs, issue logs, recommendations, and summary reports.

All updated files, programs, documentation, and records developed under this task shall be provided to the City in an editable electronic format, where applicable, and shall become part of the City’s control system records.

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EXHIBIT B

FEE SCHEDULE
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EXHIBIT C

DATA SECURITY REQUIREMENTS
Essential Privacy and Security Terms

1. Confidentiality
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Vendors must encrypt Highly-Sensitive Personal Information and PII, both at rest (storage) and in transit (network transfer), using strong standards to protect against data security breaches, regulatory penalties (GDPR, CCPA, HIPAA), and identity theft.

2. Data Protection Provisions
Vendor shall employ standard security practices to provide data protection provisions, including provisions for vendor personnel, contractors and subcontractors with access to data.

3. Standard of Care
Vendor shall be expected to use the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the City of San Mateo’s (City) information as it uses to protects its own, including standard anti-virus/malware deployment.

4. Information Security Program
a. Vendor shall have a written information security program in place and are required to implement reasonable security to safeguard information in their care. b. Vendors may be required by the City to conduct periodic penetration testing and/or risk assessments and shall fully cooperate with the Entity’s investigation, providing access to personnel, systems, logs, and reports, and preserving evidence. c. The City will retain the right to determine the content, timing, and recipients of any external notifications except where disclosure is legally required.

5. Notification of an Information Security Incident
a. Vendor shall promptly notify the City in the event of an information security incident involving City data and will notify the City of actual, alleged, or suspected use, disclosure, or acquisition of City data by an unauthorized actor. b. Vendor shall reimburse City for reasonable costs of response and remediation, including notifications, call center, credit monitoring, and regulator communications if an Information Security Incident event occurs as a result of the willful or negligent misconduct of Vendor.

6. Compliance with Privacy Laws
Vendors must comply with California privacy laws by contractually agreeing to restrict data usage to specified business purposes, forbidding the sale/sharing of personal information, and enabling consumer rights, such as deletion or opting out.

7. Access to Systems
a. Vendor shall take due precautions to prevent any such data security incidents, including:
b. No access or transfer of data to/from outside of the United States (domestic operations); international operations should be subject to the appropriate legal instrument(s) governing access or transfer.

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c. No modifications to company data.
d. No unauthorized access.
e. Restrict access to those who “need to know” in order to perform services under the agreement.
f. Require vendors to terminate credentials of an employee who no longer needs access to your systems to perform their duties. Credential management is a best practice to help limit activity by disgruntled individuals or malicious actors.

8. Data Storage and Data Destruction
Vendor shall limit the data stored outside of City’s environment except for what is necessary for vendor to perform services and authorized by the City. Any legally retained backups remain subject to this Agreement and may not be used for any other purpose. Upon termination or upon request, Vendor shall promptly return all Entity data or securely destroy it and shall certify destruction in writing.

9. Audit Rights
a. City may request information security audits or questionnaires to ensure compliance with the agreement, which may include:
ii. Penetration testing
iii. Risk Assessments
iv. Full SOC 2, Type II, or ISO 27001 certification

10. Disaster Recovery/Business Continuity.

Vendor shall maintain a Business Continuity and Disaster Recovery Plan (Plan) and provide CUSTOMER with copies of all reports and summaries resulting from any testing of or pursuant to the Plan.

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EXHIBIT D

INSURANCE REQUIREMENTS FOR VENDORS

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Vendor has no owned autos, Code 8 (hired) and 9 (non- owned), with limit 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 Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
(Not required if Vendor provides written verification it has no employees)

4. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

Technology Professional Liability Errors and Omissions Insurance appropriate to the Vendor’s profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency in the care, custody, or control of the Vendor. If not covered under the Vendor’s liability policy, such “property” coverage of the Agency may be endorsed onto the Vendor’s Cyber Liability Policy as covered property as follows:

Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity.

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

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Additional Insured Status
The Entity and the Estero Municipal Improvement District, its officers, officials, employees, volunteers, and agents are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Vendor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Vendor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

Primary Coverage
For any claims related to this contract, the Vendor’s insurance coverage shall be primary and non-contributory. Coverage for commercial liability shall be at least as broad as ISO CG 20 01 04 13 as respects the Entity and the Estero Municipal Improvement District, its officers, officials, employees, volunteers, and agents. Any insurance or self-insurance maintained by the Entity and the Estero Municipal Improvement District, its officers, officials, employees, volunteers, and agents shall be excess of the Vendor’s insurance and shall not contribute with it. This requirement shall also apply to any Excess policies.

Notice of Cancellation
Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the Entity.

Waiver of Subrogation
Vendor hereby grants to Entity and the Estero Municipal Improvement District a waiver of any right to subrogation which any insurer of said Vendor may acquire against the Entity or and the Estero Municipal Improvement District by virtue of the payment of any loss under such insurance. Vendor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity or the Estero Municipal Improvement District have received a waiver of subrogation endorsement from the insurer.

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

The CUSTOMER may require the VENDOR to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A-:VII, unless otherwise acceptable to the Entity.

Verification of Coverage
Vendor shall furnish the Entity with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the Entity before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Vendor’s obligation to provide them. The Entity reserves the right to require Vendor to provide copies of relevant insurance policies (redacted to remove confidential information) in the event of a claim. . Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

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Subcontractors
Vendor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Vendor shall ensure that Entity is an additional insured on insurance required from subcontractors.

Special Risks or Circumstances
Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.