Santa Ana City Council
January 18, 2022

Submitted By: Steven Mendoza, Assistant City Manager
Approved By: Kristine Ridge, City Manager
City Council 13 – 2 1/18/2022
Public Works Agency
www.santa-ana.org/pw
Item # 14
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
January 18, 2022
TOPIC: City Facilities Security Enhancement and Maintenance

AGENDA TITLE
Amend a Blanket Order Contract with Professional Access CCTV & Electrical in an Amount not to Exceed $700,000 Annually for Implementation of Additional Security Measures on an As-Needed Basis (Specification No. 21-084) (Non-General Fund)

RECOMMENDED ACTION
Amend a blanket order contract for implementation of additional security measures and maintenance repair services with Professional Access CCTV & Electrical in the amount of $675,000 plus a contingency of $25,000, for a total amount not to exceed $700,000 annually, for a one-year period beginning September 1, 2021, and expiring August 31, 2022, with provisions for two, one-year renewal options exercisable by the City Manager, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
The Public Works Agency’s Building Maintenance Division is responsible for ensuring the security card reader access equipment systems at various City facilities are in good repair and in working order. City facilities with security card reader access systems include City Hall, Ross Annex, the Corporate Yard, and other City facilities. Staff plans to augment security measures by installing additional security card reader devices at the various entrances at City Hall, Ross Annex and Corporate Yard.

In 2015, the City Council awarded a contract to Professional Access CCTV & Electrical (PACE) for the implementation of enhanced security measures, which included the installation of card reader devices at various City facilities. The PACE contract was awarded as a result of a competitive bid process. Staff seeks to continue receiving services from PACE and due to the patented proprietary features of the security system, an exception to the competitive bidding process applies.

Approval of the contract will allow for implementation of enhanced security features, which consists of restricting access to the elevators and departments on floors two through eight at City Hall and two through four at the Ross Annex. In addition, a $25,000 contingency has been included in the contract amount, to allow for unanticipated charges.

City Council 14 – 1 1/18/2022
Amend the Contract with Professional Access CCTV & Electrical January 18, 2022

ENVIRONMENTAL IMPACT
There is no environmental impact associated with the action.

FISCAL IMPACT
There is no fiscal impact at this time. Prior to utilizing any of these services, Public Works Agency staff must receive Finance and Management Services Agency approval of funding and accounts to be used to ensure funds are available under the authorization and contract limit of $700,000 annually. Upon successful completion of the fiscal review, a corresponding Notice to Proceed containing the specific scope and maximum expenditure for the task order will be issued.

Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Kristine Ridge, City Manager
City Council 14 – 2 1/18/2022
Finance and Management Services
www.santa-ana.org/finance
Item # 15
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
January 18, 2022
TOPIC: Uniform Rental & Cleaning Services Contract

AGENDA TITLE
Approve a Blanket Order Contract for an annual amount of $53,000 with Cintas Corporation for Uniform Rental & Cleaning Services (Specification No. 22-006) (General and Non-General Fund)

RECOMMENDED ACTION
Approve a Blanket Order Contract with Cintas Corporation for an annual amount not to exceed $53,000 for the period of April 1, 2022 through March 31, 2023, with an option for additional four one-year renewals, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
In accordance with the City’s general employee Memorandum of Understanding, clean uniforms are provided to all employees who are required by the City to wear uniforms according to their position. Additionally, bath towels are supplied in the shower areas of the Public Works Agency at the City Yard for use when hazardous work conditions require cleansing at the end of the work shift. The rental service includes weekly laundering with pick-up and drop-off of garments to multiple City locations.

Santa Ana City Ordinance No. NS-2312 authorizes the City to purchase against contracts from any public agency utilizing a competitive bid process. Prince William County Public Schools of Virginia entered into Contract No. R-BB-19002 with Cintas Corporation for Facilities Management Products and Solutions through an Omnia Cooperative Agreement; allowing all public agencies access to discounted pricing.

The City proposes to enter into a cooperative contract with Cintas Corporation for uniform rental and cleaning services. Contract R-BB-19002 ensures the products and services offered will continue to provide staff with laundered uniforms and towels.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with the action.

City Council 15 – 1 1/18/2022
Approve Blanket Order Contract to Cintas Corporation
January 18, 2022

FISCAL IMPACT
Funds are available in the FY 2021-22 budget, and will be included in future fiscal year budgets in the following accounts for anticipated expenditure upon exercising the four (4) one-year renewal options as follows:

Anticipated Expenditure
Department Account No. FY
2021-2022
FY
2022-2023
FY
2023-2024
FY
2024-2025
FY
2025-2026
Public Works Sanitary
Sewer Maintenance 05617640-62300 $5,000 $20,000 $20,000 $20,000 $5,000 Recreation & Comm.

Services Park
Maintenance
01113250-62300 $3,250 $13,000 $13,000 $13,000 $3,250
Fleet Maintenance 07517100-62300 $2,250 $9,000 $9,000 $9,000 $2,250 Building Maintenance 07317100-63001 $1,000 $4,000 $4,000 $4,000 $1,000 Finance & Mgmt
Services, Treasury
Customer Services.
01110130-62300 $250 $1,000 $1,000 $1,000 $250
Parks and Recreation
Santa Ana Zoo 01113220-62300 $1,500 $6,000 $6,000 $6,000 $1,500 Totals $13,250 $53,000 $53,000 $53,000 $13,250
Submitted By: Kathryn Downs, Finance and Management Services Executive Director Approved By: Kristine Ridge, City Manager
City Council 15 – 2 1/18/2022
Public Works Agency
www.santa-ana.org/pw
Item # 16
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
January 18, 2022
TOPIC: Ford Police Interceptor Utility K-9 Vehicle Purchase AGENDA TITLE:

Award a Purchase Order to Wondries Fleet Group for Three Ford Police Interceptor K-9 Utility Vehicles in the Amount of $126,616 (Specification No. 21-094) (Non-General Fund)

RECOMMENDED ACTION
Authorize a one-time purchase and payment of purchase order to Wondries Fleet Group for the purchase of three Ford Police Interceptor K-9 Utility vehicles for the Santa Ana Police Department, for a total amount not to exceed $126,616, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
The Santa Ana Police Department Canine Unit utilizes police service dogs trained specifically to assist with different patrol functions. The police service dogs serve as a valuable officer safety resource during tactical and high-risk situations. The police service dogs are used to find and apprehend violent suspects, providing officers with additional safety options when apprehending a suspect. In addition to enforcement duties, the Canine Unit performs public relation activities that enhance the crucial bond between the Police Department and community members. During public events, community members are able to “meet-and-greet” the police service dogs and observe live bite and detection demonstrations.

Currently, the Santa Ana Police Department Canine Unit has six apprehension canines, a bloodhound, a narcotics detection dog, and a therapeutic dog. Two of the vehicles used by these K-9 Officers have reached the end of their useful life and are scheduled to be replaced. K-9 Officers utilize Ford Police Interceptor Utility Vehicles (similar to Ford Explorers) as the standard vehicle for its operations. Additionally, a third vehicle is needed to accommodate the donation of a new K-9. These vehicles are equipped with grille LED lighting, siren and speaker pre-wiring, rear auxiliary lighting, and other features designed to keep our officers safe. They are different from standard patrol vehicles in that they include rear air conditioning to keep the dogs safe and comfortable. Once the vehicles are received, they are equipped with the required radios, mobile digital computers, light bars, and additional equipment. It is expected that the new vehicles will go into service in summer/fall 2022.

City Council 16 – 1 1/18/2022
Ford Police Interceptor Utility K-9 Vehicle Purchase
January 18, 2022

The Notice Inviting Bids was advertised on August 8, 2021, on the City’s online bid management and publication system. A summary of the bid invitation and bids received is as follows:
162 Vendors were notified
21 Santa Ana vendors were notified
16 Vendors downloaded the bid packet
2 Bids received
0 Bids received from Santa Ana vendors
Two bids were received and opened on September 2, 2021, and evaluated as follows:

Vendor Location Amount
Wondries Fleet Group Alhambra, CA $42,205.25
Fairway Ford Sales Inc. Placentia, CA $42,504.82
The bid submitted from Wondries Fleet Group is responsive to the specifications and meets the City’s requirements. There is no Ford dealership in Santa Ana. As such, staff recommends authorization of a one-time purchase and payment of purchase order to Wondries Fleet Group.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.

FISCAL IMPACT
Funds for the one-time purchase order in the amount of $126,616 are budgeted and available for expenditure in FY 2021-22 as follows:

Fiscal
Year
Accounting UnitAccount #Accounting Unit, Account
Description Amount
2021-22 07017100 66400
Fleet Services Equipment
Replacement, Machinery and
Equipment
$126,616

EXHIBIT(S)

1. Abstract of Bids
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency David Valentin, Chief of Police
Approved By: Kristine Ridge, City Manager
City Council 16 – 2 1/18/2022
Item Description
Bob Wondries Motors
Alhambra, CA
Fairway Ford Sales, Inc.

Placentia, CA
1 Agate Black with Oxford White Roof & Doors Ford Police Interceptor Utility Vehicle Model Year 2022 or Newer $38,546.00 $38,898.00 4 Documentation Fee $0.00 $0.00
5 9.25% Sales Tax $3,565.50 $3,598.07
6 Subtotal $42,111.50 $42,496.07
7 Destination and Delivery (Non Taxable) $85.00 $0.00
8 California Tire Fee (Non Taxable) $8.75 $8.75
9 Misc. Fees (Non Taxable) $0.00 $0.00
10 Total Price per vehicle $42,205.25 $42,504.82
11 1% Local Vendor Preference N/A N/A
12 Final Bid Amount as Determined by Basis of Award $42,205.25 $42,504.82

CITY OF SANTA ANA
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City Council 16 – 3 1/18/2022
Police Department
www.santa-ana.org/pd
Item # 17
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
January 18, 2022
TOPIC: Jail Management System Maintenance
AGENDA TITLE:

Approve a Three-Year Agreement with Advanced Technology Information Management Systems in the Amount of $268,223 for Jail Management System Maintenance (General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute an agreement with Advanced Technology Information Systems for software maintenance and customer support, for the period of January 18, 2022 through December 18, 2024, in an amount not to exceed $268,223 (including a $238,223 base agreement amount and a $30,000 contingency), subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
On February 21, 2012, the City Council approved an agreement with Advanced Technology Information Systems (ATIMS) for a Jail Management software system (A-2012-029). This system’s primary purpose is to manage Jail operations, including inmate intake and release, inmate records management, visitation schedules, Jail incidents, and inmate transfer and movement activities. It allows Jail staff to generate regulatory and fiscal reports required by the State, as well as its contract agencies. Beyond the system’s use within the Jail, this software is used by other members of the Police Department for processing registrants, sending documents to court, and managing mug shot photos.

The Santa Ana Jail has been using ATIMS to manage Jail information and operations since 2012. ATIMS has been accommodating, professional, and consistent in its servicing of the system. Similar to other City enterprise systems, it is not cost-effective to issue an RFP to replace the system every few years. The Jail will continue to use ATIMS until technology enhancements present a better, more cost-effective solution for managing Jail information and operations. The Police Department is proposing to execute a new three-year agreement with ATIMS for the licensing, support, and maintenance of its Jail Management System for $238,223. The agreement provides for payment for maintenance coverage for the period of December 19, 2021 up to the agreement effective date of January 18, 2022 to prevent any lapse in maintenance. A City Council 17 – 1 1/18/2022
Jail Management System Maintenance
January 18, 2022

$30,000 contingency is also included for unanticipated work related to this system, for a total not to exceed amount of $268,223. The ATIMS agreement may be terminated without cause by either party upon thirty days’ written notice.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.

FISCAL IMPACT
Funds for this agreement are available and will be applied to budget years as follows:

Fiscal Year Accounting UnitAccount #
Accounting Unit, Account
Description Amount
FY 2021-22 01114475 62300 Jail Operations - Contract Svcs $85,566.00 FY 2022-23 01114475 62300 Jail Operations - Contract Svcs $89,345.00 FY 2023-24 01114475 62300 Jail Operations - Contract Svcs $93,312.00 Total $268,223.00

EXHIBIT(S)

1. ATIMS Agreement
Submitted By: David Valentin, Police Chief
Approved By: Kristine Ridge, City Manager
City Council 17 – 2 1/18/2022

AGREEMENT WITH ATIMS TO PROVIDE

JAIL MANAGEMENT SOFTWARE SERVICES
THIS AGREEMENT is made and entered into this 18th day of January, 2022 by and between Act 1 Group, Inc., a California corporation doing business as Advanced Technology Information Management Systems, (“ATIMS” or “Consultant”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of providing warranty, support, and maintenance services for the Jail Management Software (“JMS”) implementation for the Santa Ana Detention Facility.

B. Consultant represents that Consultant is able and willing to provide such services to the City.

C. City and Consultant agree, that if this agreement is approved by the City Council, that services provided by the Consultant from December 19, 2021 through January 18, 2022, will be recognized as work performed in furtherance of this Agreement and will be compensated per the terms set forth below.

D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

1. SCOPE OF SERVICES
Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in the attached Scopes of Service, identified as Exhibits A and B, attached hereto and incorporated by reference.

2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified as Exhibits A and B. The total amount for this Agreement shall not exceed $268,223. The sum of this amount shall include a contingency amount of $30,000 for work assigned at the sole discretion of the City. b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures.

City Council 17 – 3 1/18/2022

Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.

3. TERM
This Agreement shall commence on January 18, 2022, and continue through December 18, 2024, unless terminated earlier in accordance with Section 16, below.

4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement.

Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

6. INSURANCE
Vendor/Consultant shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, or damages to property (including computer equipment) which may arise from or in connection with the performance of the work hereunder by the Vendor, its agents, representatives, or employees.

Vendor shall procure and maintain for the duration of the contract insurance claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data.

City Council 17 – 4 1/18/2022

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 $1,000,000 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. 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 & Omissions
Technology Professional Liability Errors and Omissions Insurance appropriate to the Consultant’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:

If the Vendor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

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

City Council 17 – 5 1/18/2022

Additional Insured Status
The City, its officers, officials, employees, and volunteers 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 Consultant’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).

Please note, if there is an insured vs. insured exclusion on the vendor’s policy, carefully review with the vendor and their insurance carrier on whether being added as an additional insured onto the vendor’s policy removes your organization’s ability to file suit against the vendor and draw upon the policy should final adjudication in a lawsuit state that the vendor shall pay damages to your organization.

Primary Coverage
For any claims related to this contract, the Vendor’s insurance coverage shall be primary.

Coverage for commercial liability shall be at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Vendor’s insurance and shall not contribute with it.

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

Waiver of Subrogation
Vendor hereby grants to City a waiver of any right to subrogation which any insurer of said Vendor may acquire against the City 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 City has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Vendor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.

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 City.

Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:

City Council 17 – 6 1/18/2022

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

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

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Vendor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.

Verification of Coverage
Vendor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to the City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Vendor’s obligation to provide them.

The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

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

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

7. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement, but only to the extent that any such claim is not caused by the negligent operations of the City. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable City Council 17 – 7 1/18/2022

decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.

8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement, except for any liability caused by the modification of the work product or documents not done at the direction of ATIMS.

9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement.

10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City.

City Council 17 – 8 1/18/2022

11. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.

12. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.

14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City.

15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case City Council 17 – 9 1/18/2022

such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.

16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

17. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.

18. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

19. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement. c. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.

City Council 17 – 10 1/18/2022

20. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:

To City:

Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:

Chief of Police
City of Santa Ana
20 Civic Center Plaza (M-97)
P.O. Box 1988
Santa Ana, California 92702
Fax: 714-714-245-8007
To Consultant:

A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. [signatures on following page]
The ACT 1 Group, Inc. dba ATIMS
Attn: Director, Professional Services
9638 Topanga Canyon Place, #B
Chatsworth, CA 91311
E-mail: Flo Ferrera ([email protected])
City Council 17 – 11 1/18/2022

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST: CITY OF SANTA ANA
Daisy Gomez Kristine Ridge
Clerk of the Council City Manager
APPROVED AS TO FORM:

SONIA R. CARVALHO ATIMS:

City Attorney
By:

Tamara Bogosian
Senior Assistant City Attorney (title)
Tax ID#
RECOMMENDED FOR APPROVAL:

DAVID VALENTIN
Chief of Police
Felix Rabinovich
Vice President
City Council 17 – 12 1/18/2022
InCustody Core & InCustody Plus+ JMS

WARRANTY & SUPPORT & MAINTENANCE
1 | P a g e C O N F I D E N T I A L / P R O P R I E T A R Y Updated 1JUN2021

WARRANTY
ATIMS represents, warrants and agrees that the Services do not contain and Agency will not receive from ATIMS any virus, worm, trap door, back door, timer, clock, counter or other limiting routine, instruction or design, or other malicious, illicit or similar unrequested code, including surveillance software or routines which may, or is designed to, permit access by any person, or on its own, to erase, or otherwise harm or modify any Agency system or Data ATIMS represents, warrants and agrees that ATIMS has all Intellectual Property Rights necessary to provide the Services to Agency in accordance with the terms of this Agreement; ATIMS is the sole owner or is a valid licensee of all software, text, pictures, audio, video, logos and copy that provides the foundation for provision of the Services, and has secured all necessary licenses, consents, and authorizations with respect to the use of these underlying elements; the Services do not and shall not infringe upon any patent, copyright, trademark or other proprietary right or violate any trade secret or other contractual right of any Third Party; and there is currently no actual or threatened suit against ATIMS by any Third Party based on an alleged violation of such right.

SUPPORT & MAINTENANCE
ATIMS’ Support and Maintenance for the JMS implementation will commence at Go Live and be in effect for the duration of the contract.

ATIMS’ Software Support and Maintenance provides customers with fixes, upgrades and updates to licensed software released during the maintenance period. Additional fees may be charged for upgrades that exceed more than one major or minor version of the software annually.

Additionally, ATIMS’ annual Software Support and Maintenance may include an allotted number of hours (value) towards training, and customized form, report and interface development. The value of a service category description can be used towards another category in that year’s allotment, as long as the total cost does not exceed the allowable amount as shown (with the different hourly cost/value). If unused, this value can be carried forward up to two years at which time it expires. Hours are added in at the contract anniversary.

ATIMS software maintenance and support includes the following services as part of the Annual Maintenance and Support Contract:
• Remote Troubleshooting and Support provided by Support Desk staff via the telephone and online channels
• Basic Installation Assistance & Usability Assistance by Support Desk staff Exhibit A
City Council 17 – 13 1/18/2022
InCustody Core & InCustody Plus+ JMS

WARRANTY & SUPPORT & MAINTENANCE
2 | P a g e C O N F I D E N T I A L / P R O P R I E T A R Y Updated 1JUN2021 • Software upgrades and updates (version releases)
• Customization and Enhancement Support (total hours as specified in the Annual ATIMS Client Support Table) – this is a recommendation from ATIMS and hours/price can be adjusted (up or down) to meet the client’s need
• Training Support (total hours as specified in the Annual ATIMS Client Support Table) – this is a recommendation from ATIMS and hours/price can be adjusted (up or down) to meet the client’s need.

Support requests outside the original scope of work or Annual ATIMS Client Support hours/total available price can be provided by ATIMS technical staff at the standard billing rates included in the Support & Maintenance Agreement in the Appendices.

Hardware: ATIMS does not typically procure hardware unless required by the agency and included within the contract. The hardware vendor is responsible for all warranty, support and maintenance of hardware.

SUPPORT - CUSTOMER / TECHNICAL
ATIMS provides a 24/7 phone hotline as well as a support email address. The email is monitored and responded to during regular business hours by two U.S. based ATIMS help desk staff; while the hotline is answered 24/7. ATIMS maintains a full complement of professional staff to support our JMS implementations and follow-on customer and technical support. There is a team of 10 engineers that work on new development as well as outstanding issues. Any technical issues that are discovered during development or implementation of enhancements are tracked and maintained by the ATIMS Project Manager utilizing our tracking software, JIRA. Any issues that come up after Go Live are tracked through the Customer Support team. All ATIMS JMS associated issues (or bugs) are tracked through JIRA to ensure consistency.

ATIMS will provide telephone, email and on-site support to maintain the products and other solutions / customizations provided by ATIMS. Remote diagnostics will always be the first course of action to resolve an incident or technical assistance prior to an on-site visit being scheduled.

If a problem occurs which significantly impacts the customer’s usage of the licensed product and the issue remains unidentified or unresolved either by workaround or permanent correction after the customer has followed ATIMS prescribed actions, ATIMS, at our discretion, will make available a support technician at the customer location during regular Business Days and Hours, 8:00AM – 5:00PM Pacific Standard Time, Monday through Friday, excluding ATIMS holidays. ATIMS’ Holiday Schedule will be provided at the end of each year for the following calendar year. ATIMS City Council 17 – 14 1/18/2022
InCustody Core & InCustody Plus+ JMS

WARRANTY & SUPPORT & MAINTENANCE
3 | P a g e C O N F I D E N T I A L / P R O P R I E T A R Y Updated 1JUN2021 additionally provides critical support twenty-four hours a day / seven days a week. Critical support is defined as any issue that
• Causes the ATIMS system to stop running agency wide
• Is or has a potential to become security incident
• Prevents any essential or required data elements from entry The support technician will arrive within a reasonable period of time keeping the Agency fully informed during this period. PSS for on-site visits that require air travel will be arranged on a caseby-case basis and the travel cost will be confirmed with the customer prior to booking.

ATIMS will provide or make available:
1) Assistance in diagnosis and identification of errors or malfunctions. 2) On-site consultation on correction of identified errors or malfunctions. 3) Detailed feedback on external factors that had a direct or indirect impact on the licensed software resulting in performance deficiencies.

The customer will bear the full responsibility for backing up its databases and/or data files according to industry standard practices. The customer will not hold ATIMS, its agents, successors or assignees liable in any way for consequences resulting from lost data caused by the unavailability of appropriate back-up data.

The tasks provided under this program do not include duties normally associated with on-going Network Administrator tasks. Additional tasks like recovery of databases and/or data files that were not properly backed up, and normal database administration tasks (reorganizing database, running backups, restoring databases, reviewing logs, updating statistics, capacity planning, etc.) are offered as part of the Professional Services agreement and Customer will be billed at the hourly rate listed in Appendix B of ATIMS Annual Maintenance & Support Agreement.

Frequency of patches, service packs and version upgrades As part of the ATIMS JMS Support & Maintenance Agreement, software enhancements, patches and fixes are pushed out twice a year, at a minimum – up to quarterly, dependent upon the urgency, priority or need. ATIMS is continually upgrading our software to meet new client needs and improve upon current functionality. ATIMS JMS clients are notified of version updates when they are available and a list of the changes are documented and provided for their review. The new version can be loaded in the test environment to give the clients time to test the new version and decide when/if they are ready to deploy. ATIMS does not require a client to update the City Council 17 – 15 1/18/2022
InCustody Core & InCustody Plus+ JMS

WARRANTY & SUPPORT & MAINTENANCE
4 | P a g e C O N F I D E N T I A L / P R O P R I E T A R Y Updated 1JUN2021 software. Often the client will wait because the change will require training or they do not utilize some of the updates completed for other clients.

ATIMS follows best practices in Software Development Lifecycle (SDLC) in regards to software development, testing, and deployment. The updates of the core product are unit tested by the engineering team; then User Acceptance Test (UAT) is performed by independent Quality Control (QC) team. Clients have an option to install new release in test environment and conduct UAT of the new release with client-specific configuration items.

ATIMS JMS use a combination of industry-standard procedures to maintain consistency across the environments:
• Base code after QA and release from ATIMS engineering group is deployed to the environment (that is, binaries don’t change in the environment); • Configuration items (CI) are moved from one environment to another using “from-to” scripts. Examples of such configuration items would be wizard steps, Functionality permissions, etc. Changes in Wizard steps are made in test environment, tested there, and upon approval by stakeholders are migrated to production environment through scripts.
• Lists of Values can be either promoted from one environment to another through “from-to” scripts; however, they are more likely to be loaded from comma-separated files. For example, list of charges is usually distributed by Federal or State government and loaded into the system from a spreadsheet. ATIMS supports this type of updates.

Alternatively, the list can be loaded into test environment from a spreadsheet; then some charges (“not bookable” and therefore not applicable to JMS) are removed, and finally “right” charges are promoted to production environment.

Production Service Levels
If Agency personnel experience a system problem, they will call the Agency’s internal help desk to log an incident. The help desk will notify the internal on-call support analyst who will attempt to determine if the problem is caused by the internal infrastructure (e.g. server down, network down, pc problem) and forward to the application service provider if the problem resides with the application.

If the issue is identified to be an issue with the software, the Agency’s system support team will contact ATIMS who will log the information and determine if it requires Tier 1 or 2 support. If Tier 1, ATIMS will resolve the issue directly and log it in the JIRA issue tracker as resolved. It the issue requires Tier 2 support, will log it in their tracking software and start researching. In the City Council 17 – 16 1/18/2022
InCustody Core & InCustody Plus+ JMS

WARRANTY & SUPPORT & MAINTENANCE
5 | P a g e C O N F I D E N T I A L / P R O P R I E T A R Y Updated 1JUN2021 case of an CMS Tier 1 or 2 issue, ATIMS will respond to Support Calls according to the following Service Levels:
• Service Response time refers to the maximum elapsed time after problem logged for investigation and action by the ATIMS. ATIMS will communicate with the Agency’s internal software support team, providing an action plan. • Resolution Status Update Frequency refers to the maximum time elapsed after problem has been initially logged before a status update is provided to the Agency.

ATIMS will continue to provide status updates to the Agency within this frequency interval until the problem is resolved.
• Service Resolution time goal refers to the objective for the maximum elapsed time after problem is logged for some sort of problem resolution to be provided.

Service Levels will be determined in accordance with the following:

Emergency
• System down during critical support times complete core functions or critical processes of the Jail Management System
• Security breaches and other security issues
High
• System down (Software Application)
• Inability to complete core functions or critical processes of the Jail Management System
• Program errors without workarounds
• Incorrect calculation errors impacting records
• Performance issues of severe nature impacting critical processes Medium
• System errors that have workarounds
• Performance issues not impacting critical processes
• Usability issues
• Reporting Issues
Low
• Report formatting
• Aesthetic issues
City Council 17 – 17 1/18/2022
InCustody Core & InCustody Plus+ JMS

WARRANTY & SUPPORT & MAINTENANCE
6 | P a g e C O N F I D E N T I A L / P R O P R I E T A R Y Updated 1JUN2021 • Recommendations for enhancements on system changes
ATIMS will make every effort to provide a problem resolution within the stated Service Resolution time goal. Software remedies shall be reviewed and accepted by ATIMS.

MONITORING TOOLS (REMOTE ACCESS CAPABILITIES)
The ATIMS JMS integrates with Enterprise monitoring tools that the agency employs (eg., Microsoft System Center or similar APM tools from CA, New Relic and other vendors). These tools allow notification of support staff in case key parameters (CPU, memory, swap file, etc.) fall below predetermined thresholds.

For remote access and support, we typically have VPN connectivity to client environments.

Specific details are defined as part of implementation, consistent with agency’s security policies and CJIS Security guidelines.

DOCUMENTATION
Electronic documentation is provided within the ATIMS JMS software via the Reference button.

This documentation is updated to ensure the incorporation of new JMS features and functionality via version releases is included. Hard copy documentation is created during implementation geared specifically to the Agency’s workflow and wizard step process. These module guides are used during staff training and are provided to the Agency in electronic format for editing and/or distribution. Documentation that is Agency created/edited can be stored in the Reference section of JMS and can remain there as long as the Agency needs; it will not be affected by JMS updates.

City Council 17 – 18 1/18/2022
Annual Maintenance Quote
PAGE 1 OF 1
Requested Pricing Agreement for: Santa Ana Police Dept.

Santa Ana Police Dept.

Boris Duran-Police Systems Mgr.
60 Civic Center Plaza
Santa Ana, CA 92702
Date: November 24, 2021
Requested Maintenance Period: Quantity Total
Maintenance for JMS 12-19-2021 to 12-18-2022 1 $ 75,566.00 Maintenance for JMS 12-19-2022 to 12-18-2023 1 $ 79,345.00 Maintenance for JMS 12-19-2023 to 12-18-2024 1 $ 83,312.00 Total Cost $ 238,223.00
~Quote is valid for 30 days
IN WITNESS WHEREOF, the party has caused this Pricing Agreement to be executed by their duly authorized representative on the date(s) shown below.

Accepted and Approved by Customer:

Signed: ___________________________________
Printed: ___________________________________
Title: _____________________________________
Date: __________________, 2021
Exhibit B
City Council 17 – 19 1/18/2022
Parks, Recreation, and Community Services
www.santa-ana.org/parks
Item # 18
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
January 18, 2022
TOPIC: Aquatics Programs Management and Operation Services AGENDA TITLE:

Amendment Agreement with Blueray Management, LLC for Management and Operation Services of the Aquatics Programs at City Pools (General and Non-General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute an amendment to the agreement with Blueray Management, LLC for the operation services of the aquatics program at City pools to include maintenance of the pools and increase the compensation by $263,060, for an annual amount not to exceed $432,527, which includes a 10% contingency, for the final term of their agreement from February 1, 2022 through January 31, 2023 and a total agreement amount not to exceed $771,461 over the total term of the agreement from February 1, 2020 through January 31, 2023, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
On January 21, 2020, the City Council approved an agreement with Blueray Management, LLC for the management and operation services of the aquatics programs at City pools. To improve efficiencies by adding pool maintenance services to the existing agreement with Blueway, the City is requesting an amendment to the agreement to include those additional services at a cost of $65,940 per year.

Additionally, staff recommends an amendment to the agreement with Blueray to accommodate the increase in insurance-related costs for Blueray to operate and manage the program.

Blueray’s original insurance provider can no longer provide the City-required insurance coverage. As a result, Blueray requested price quotes from other insurance companies and discovered that the premium amount was dramatically more (approximately $158,000 more) than was included in their original budget to operate and manage the aquatics program. It is no longer financially feasible for Blueray to continue with the final renewal option of the agreement and comply with the insurance requirements. The City desires to continue the aquatics program with Blueray as the operator of the pools. Therefore, in order for the arrangement to be financially feasible and allow Blueray to continue with the City Council 18 – 1 1/18/2022
Aquatics Programs Management and Operation Services
January 18, 2022

last renewal option of the agreement, staff recommends an increase in compensation for this final term.

An overall 10% contingency has also been included in the annual compensation amount to provide for any unforeseen service request for the management or maintenance of the pools.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.

FISCAL IMPACT
Funds are budgeted and available in the following account for the current fiscal year and will be budgeted in the following account for next fiscal year:

Fiscal
Year
Accounting
Unit-Account #
Fund
Description
Accounting Unit,
Account Description
Amount
FY 21-22 01213020-62300 Cannabis
Public Benefit
Fund
PRCSA Youth ServicesContractual Services
Professional
$84,733.50
FY 21-22 01113230-62300 General Fund Recreation & Community Services-Contractual
Services Professional
$157,800.00
FY 21-22 01113250-62320 General Fund Park Facilities-Buildings & Ground Maintenance &
Repair
$54,475.00
FY 22-23 01213020-62300 Cannabis Public
Benefit Fund
PRCSA Youth ServicesContractual Services
Professional
$84,733.50
FY 22-23 01113250-62320 General Fund Park Facilities-Buildings & Ground Maintenance &
Repair
$50,785.00
TOTAL $432,527.00

EXHIBIT(S)

1. Agreement Amendment
Submitted By: Lisa Rudloff, Executive Dir. of Parks, Recreation and Community Services
Approved By: Kristine Ridge, City Manager
City Council 18 – 2 1/18/2022

FIRST AMENDMENT TO AGREEMENT WITH BLUERAY MANAGEMENT, LLC

TO OPERATE AND MANAGE ALL CITY POOLS
THIS FIRST AMENDMENT to the above-referenced agreement is entered into on January 18, 2022, by and between Blueray Management, LLC, a California company (“Provider”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. The parties entered into Agreement No. A-2020-007 (“Agreement”) dated January 21, 2020, to provide public pool management, including staffing, training, safety (lifeguard) services.

B. On November 30, 2020, the parties exercised the first of two (2) optional one-year extensions of the Agreement through January 20, 2022 (A-2020-007-01). The Agreement is current and ineffect.

C. The parties wish to amend the Agreement to exercise the final extension term of the Agreement; increase the Scope of Work for operation services of the aquatics program at city pools to include maintenance of the pools; increase the overall compensation for this Agreement to provide compensation for the increased services for maintenance, and increased insurance costs for provision of services from the Agreement and the increased scope of services; amend the payment schedule related to the maintenance services; and amend the Agreement to provide revised insurance requirements for inclusion of the increased scope and for services provided from the original Agreement.

The Parties therefore agree:

1. Section 1, Scope of Work, is hereby amended to increase the scope of services, as detailed in the attached Exhibit A-1 to this First Amendment, for operation services of the aquatics program at city pools to include maintenance of the pools.

2. Section 2.b, Compensation, is hereby amended to increase the annual amount for this final extended term, to cover costs from the Agreement, the increased scope of services, and insurance costs, as detailed below, and shall not exceed $432,527. This annual not-to-exceed amount for this extended term includes a 10% contingency for services required at the sole discretion of the City. The total sum to be expended under this Agreement shall not exceed $771,461. The annual amount shall be paid out in monthly installments, as detailed in Exhibit A-2 to this First Amendment.

3. Section 3, Term, is amended to extend the term of the Agreement until January 20, 2023.

4. Section 5, Insurance, is amended to remove the original insurance requirements and replace said insurance requirements as follows:

Prior to undertaking performance of work under this Agreement, Provider shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Minimum Scope and Limit of Insurance

1. Commercial General Liability Insurance. Provider shall maintain commercial general liability insurance, which shall include, but not be limited to, protection Exhibit 1
City Council 18 – 3 1/18/2022
Exhibit 1
City Council 18 – 4 1/18/2022
Exhibit 1
City Council 18 – 5 1/18/2022
Exhibit 1
City Council 18 – 6 1/18/2022
Exhibit 1
City Council 18 – 7 1/18/2022
Exhibit 1
City Council 18 – 8 1/18/2022
Exhibit 1
City Council 18 – 9 1/18/2022
Exhibit 1
City Council 18 – 10 1/18/2022
Exhibit 1
City Council 18 – 11 1/18/2022
Exhibit 1
City Council 18 – 12 1/18/2022
Exhibit 1
City Council 18 – 13 1/18/2022
Finance and Management Services
www.santa-ana.org/finance
Item # 19
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
January 18, 2022
TOPIC: Utility Billing Software Upgrade Program Management AGENDA TITLE:

Approve a Second Amendment to Agreement with E Source Companies, LLC (formerly known as UtiliWorks Consulting, LLC) for Utility Billing Software Upgrade Program Management for an Amount not to exceed $45,936, Which Includes a General Contingency of $4,176 (Non-General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute a second amendment to an agreement with E Source Companies, LLC (formerly known as UtiliWorks Consulting, LLC) for project management related to the City’s utility customer service and billing system upgrade in a base amount of $41,760 and a general contingency amount of $4,176, for a total amount not to exceed $45,936 subject to non-substantive changes approved by City Manager and City Attorney.

DISCUSSION
Beginning in Fiscal Year 2019-20, the Finance and Management Services (“FMSA”), Public Works (“PWA”), and Information Technology (“IT”) agencies undertook development of a program for the implementation of Advanced Metering Infrastructure (“AMI”) to provide modern smart metering services for the City’s water utility operation. In March 2020, the Treasury and Customer Service Division of FMSA (“Treasury”) started a comprehensive upgrade to the City's existing water, sewer, sanitation, and refuse customer information service/utility billing system, “enQuesta”, to ensure the City is keeping up with best practices as they relate to utility customer service, billing technology, and to ensure compatibility with AMI systems. PWA has been working on the planning and design of the Advanced Metering Infrastructure (“AMI”) project. The AMI project involves the replacement of the City’s existing water meters with new smart meters, which are capable of being read automatically and provide the consumer with up-to-date information on their water use. The proposed project is extensive—involving the replacement of approximately 45,000 meters, the upgrade of existing software and integration of new software and database systems, and the installation of a network of data collectors and transmitters.

City Council 19 – 1 1/18/2022
Second Amendment to Agreement with E Source
January 18, 2022

In anticipation of this project, PWA has been securing grant funding, identifying meter operations goals and objectives, along with business process update requirements and public communication outreach plans in preparation for the AMI deployment. To date, the City has been awarded a $4 million grant from the State of California Natural Resources Agency and $1.5 million in grant funds from the Federal Bureau of Reclamation for the AMI project. The total AMI project cost is estimated to be $29.7 million and the balance not covered by grant funds will be paid for using water enterprise capital improvement funds. Staff continues to seek additional grant funds to further reduce the net cost impact to our ratepayers.

On May 7, 2019, at the conclusion of a competitive bid process, the City Council approved an award to E Source Companies, LLC (formerly known as Utiliworks Consulting, LLC) to provide planning and implementation services for the AMI project. E Source Companies, LLC (“E Source”) has been performing exceptionally well in the preparation of AMI requirements, business process reengineering and Request for Proposal preparation. Therefore, staff recommends the approval of a Second Amendment to Agreement with E Source to continue their utility billing software upgrade project management services. Thorough data conversion, testing, and training in a phased, controlled deployment ensures a successful transition to better automation and service management within billing services and PWA. E Source is also providing project management services for the AMI installation.

Delays due to the COVID-19 pandemic and supply chain impacts have caused the remaining activities to be extended beyond the original projected completion date.

Therefore, staff recommends the approval of a Second Amendment to Agreement with E Source for utility billing software upgrade program management.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.

FISCAL IMPACT
Funds for this agreement are budgeted and available for expenditure as follows:

FY
Accounting
Unit -
Account
No.

Fund
Description
Accounting
Unit -
Accounting
No.

Description
Contracted
Amount
Annual Rate
Increase
(Contingency)
Maximum
Amount
2021-
22 06617647-
66301
Acquisition
&
Construction
Water Utility
Capital
Projects -
Water Capital
Projects
$41,760 $4,176 $45,936
City Council 19 – 2 1/18/2022
Second Amendment to Agreement with E Source
January 18, 2022

Subtotal: Subtotal: Grand
Total:
$41,760 $4,176 $45,936

EXHIBIT(S)

1. Second Amendment to Agreement with E Source Companies, LLC Submitted By: Nabil Saba, PE, PWA Executive Director and Kathryn Downs, CPA, FMSA Executive Director
Approved By: Kristine Ridge, City Manager
City Council 19 – 3 1/18/2022
1 SECOND AMENDMENT TO AGREEMENT TO PROVIDE PLANNING AND

IMPLEMENTATION SERVICES FOR THE AUTOMATED METER

INFRASTRUCTURE PROJECT
THIS SECOND AMENDMENT TO AGREEMENT is made and entered into this 18th day of January, 2022, by and between E Source Technology Planning And Implementation Consulting (E Source Companies, a Delaware LLC) formerly UtiliWorks Consulting, LLC (“CONSULTANT”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“CITY”). CITY and CONSULTANT shall hereinafter collectively be referred to as “the PARTIES”.

RECITALS
A. On May 7, 2019, the PARTIES entered into an Agreement to Provide Planning and Implementation Services for the Automated Meter Infrastructure Project (“Original Agreement”) A-2019-066.

B. On February 18, 2020, the PARTIES entered into a First Amendment to expand the Scope of Services previously established and to increase compensation in connection with the additional scope of work by $68,720, with a 10% contingency of $6,872 for a total amount not to exceed $75,592.

C. On February 3, 2020, UtiliWorks was acquired by E Source Companies LLC and is now using the name E Source Companies LLC or simply E Source.

D. Pursuant to Section 15 of the Original Agreement, the City acknowledges and accepts the assignment of services to E Source Companies LLC for the remainder of the term of the Agreement.

E. The PARTIES have subsequently expressed their intent to enter into a Second Amendment to the Original Agreement (“Second Amendment to Agreement”) to amend the scope of services and compensation terms of the Agreement.

THE PARTIES THEREFORE AGREE:

1. Section 1, SCOPE OF SERVICES, shall be amended to read as follows:

Consultant shall perform the services that were described in the scope of work that was included in RFP No. 18-064 and as more specifically delineated in Consultant’s proposal, which is attached as Exhibit A and incorporated in full. Consultant shall also perform the related scope of work task category services as described and specifically delineated in Exhibit A-2 and incorporated in full.

Exhibit 1
City Council 19 – 4 1/18/2022
2 2. Section 2, COMPENSATION, shall be amended to read as follows:
a. City agrees to pay, and Consultant agrees to accept as total payment for its services as set forth in EXHIBIT A of the Original Agreement, EXHIBIT A-1 of the First Amendment to Agreement, and EXHIBIT A-2 of the Second Amendment to Agreement, the rates and charges identified in EXHIBIT B of the Original Agreement along with the rates and charges identified in the Fee Structure tables incorporated in EXHIBIT A-1, together with rates and charges identified in the Fee Structure table incorporated in EXHIBIT A-2. The total sum to be expended under the TERM of the Original Agreement, including any extension periods, shall not exceed $1,018,058 ($896,530 as set forth in EXHIBIT B of the Original Agreement, comprised of (1) the base amount of $815,027 and (2) a 10% contingency in the amount of $81,503 for additional services at City’s sole discretion. To which an additional $68,720 was added with a further corresponding 10% contingency of $6,872, for a total additional amount not to exceed $75,592 as set forth in EXHIBIT A-1 of the First Amendment to Agreement. To which a further $41,760 is hereby added, with a further corresponding 10% contingency of $4,176, for a total additional amount not to exceed $45,936 as set forth in EXHIBIT A-2 of the Second Amendment to Agreement).

3. Except as hereinabove modified, the terms and conditions of said Agreement remain unchanged and in full force and effect.
//
//
{Signatures continued on next page}
City Council 19 – 5 1/18/2022
3 IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to Agreement the date and year first above written.

ATTEST: CITY OF SANTA ANA
___________________________________ ______________________________ Daisy Gomez Kristine Ridge
Clerk of the Council City Manager

APPROVED AS TO FORM CONSULTANT
SONIA R. CARVALHO E Source Technology Planning And
City Attorney Implementation Consulting
By: ________________________________ ______________________________ Brandon Salvatierra Name: Dale Pennington
Deputy City Attorney Title: President/CEO

RECOMMENDED FOR APPROVAL
______________________________________
Nabil Saba
Executive Director
Public Works Agency
______________________________________
Jack Ciulla
Chief Technology Innovations Officer
Information Technology Agency
______________________________________
Kathryn Downs, CPA
Executive Director
Finance and Management Services Agency
Kathryn Downs (Jan 3, 2022 11:48 PST)
Nabil Saba (Jan 3, 2022 11:57 PST)
Nabil Saba
Jack Ciulla (Jan 3, 2022 11:59 PST)
Jack Ciulla
City Council 19 – 6 1/18/2022
EXHIBIT A-2
City Council 19 – 7 1/18/2022
EXHIBIT A-2

E Source Technology Planning
and Implementation Consulting
2351 Energy Drive. STE 1010.

Baton Rouge, LA 70808
(225) 766-4188
www.esource.com
Exhibit A-2 – Second Amendment To Agreement To Provide Planning And Implementation Services For The Automated Meter Infrastructure Project PAGE 1 Second Amendment to Second Amendment To Agreement To Provide Planning And Implementation Services For The Automated Meter Infrastructure Project
---
enQuesta Upgrade PM Services
Extension of Services Needed for E-Link and Field Logic Tools enQuesta CIS Upgrade Coordination and Oversight .03
Date : November 17, 2021
To : Rudy Rosas PE, Senior Civil Engineer
City of Santa Ana, Public Works Agency
Scope of Work – E-Link and Field Logic Tools Planning, Implementation and Training With this Amendment, E Source will continue to manage and oversee the E-Link deployment (mobile workorder management system) and the Field Logic Tools integration, testing and training. Delays due to the COVID pandemic and supply chain impacts, as well as the successful go-live activities of the enQuesta Upgrade to v6, have caused these two remaining activities to be extended beyond the original projected completion date.

Fees (Fee Structure Table)
City Council 19 – 8 1/18/2022
EXHIBIT A-2
E Source Technology Planning
and Implementation Consulting
2351 Energy Drive. STE 1010.

Baton Rouge, LA 70808
(225) 766-4188
www.esource.com
Exhibit A-2 – Second Amendment To Agreement To Provide Planning And Implementation Services For The Automated Meter Infrastructure Project PAGE 2 Approvals
The City of Santa Ana Public Works Agency hereby agrees to the above as an amendment to the scope and compensation for the executed enQuesta Upgrade Oversight agreement.

Delivered by: Dale Pennington Date 11/17/2021
President, E Source Technology Planning
And Implementation Consulting
Approved by: Nabil Saba Date_____________
Executive Director, Public Works Agency
City of Santa Ana
EXHIBIT 1
City Council 19 – 9 1/18/2022
Second Amendment to Agreement_E Source
(fka Utiliworks)_Final_12.28.21
Final Audit Report 2022-01-03
Created: 2022-01-03
By: Kristin Andrade ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAATI0uZuxSoZqU4YV3YwxNB4CC-212gwMp "Second Amendment to Agreement_E Source (fka Utiliworks)_Fi nal_12.28.21" History
Document created by Kristin Andrade ([email protected]) 2022-01-03 - 7:35:10 PM GMT- IP address: 98.153.69.210
Document emailed to Kathryn Downs ([email protected]) for signature 2022-01-03 - 7:35:39 PM GMT
Email viewed by Kathryn Downs ([email protected])
2022-01-03 - 7:48:18 PM GMT- IP address: 98.153.69.210
Document e-signed by Kathryn Downs ([email protected]) Signature Date: 2022-01-03 - 7:48:42 PM GMT - Time Source: server- IP address: 98.153.69.210 Document emailed to Nabil Saba ([email protected]) for signature 2022-01-03 - 7:48:45 PM GMT
Email viewed by Nabil Saba ([email protected])
2022-01-03 - 7:51:42 PM GMT- IP address: 98.153.69.210
Document e-signed by Nabil Saba ([email protected])
Signature Date: 2022-01-03 - 7:57:53 PM GMT - Time Source: server- IP address: 98.153.69.210 Document emailed to Jack Ciulla ([email protected]) for signature 2022-01-03 - 7:57:55 PM GMT
Email viewed by Jack Ciulla ([email protected])
2022-01-03 - 7:58:00 PM GMT- IP address: 98.153.69.210
Document e-signed by Jack Ciulla ([email protected]) Signature Date: 2022-01-03 - 7:59:15 PM GMT - Time Source: server- IP address: 98.153.69.210 City Council 19 – 10 1/18/2022
Agreement completed.
2022-01-03 - 7:59:15 PM GMT
City Council 19 – 11 1/18/2022
Community Development Agency
www.santa-ana.org/cd
Item # 20
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
January 18, 2022
TOPIC: Third Amendment to Operating Agreement with Illumination Foundation AGENDA TITLE:

Approve a Third Amendment to Illumination Foundation Agreement to Operate a Temporary Shelter at the Fullerton Recuperative Care Center for up to One Additional Month (Non-General Fund)

RECOMMENDED ACTION

1. Authorize the City Manager to execute a third amendment to the agreement with Illumination Foundation to extend the term to operate a temporary shelter at the Fullerton Recuperative Care Center for up to an additional month through February 28, 2022, at the per diem rate of $135 per guest for an additional amount not to exceed $378,000 and a total aggregate amount not to exceed $2,178,000, subject to nonsubstantive changes approved by the City Manager and City Attorney.

2. Authorize the City Manager to execute a third amendment to the funding agreement with Illumination Foundation to pay $135 per diem for up to 100 guests, at an amount not to exceed $378,000, and a total aggregate amount not to exceed $2,178,000, of additional ESG-CV funds to extend the operation of the shelter at the Fullerton Recuperative Care Center, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
On April 6, 2021, the City Council approved an agreement with Illumination Foundation to operate a temporary shelter for $230,000 per month for 75 guest and a per diem rate of $55 per guest in excess of 75, in an amount not to exceed $1,500,000 from May 1, 2021 through September 30, 2021.

On September 7, 2021, staff recommended that City Council approve an amendment to the agreement with Illumination Foundation to continue to operate a temporary shelter at the Fullerton Recuperative Care Center for up to four more months and add $600,000 to the contract amount, for an overall not to exceed amount of $2,100,000. The City Council approved an amendment for only two months, and added only $300,000 to the contract City Council 20 – 1 1/18/2022
Third Amendment to Operating Agreement with Illumination Foundation January 18, 2022

amount, for an overall not to exceed amount of $1,800,000. On November 16, 2021, the City Council approved an amendment to the agreement with Illumination Foundation to extend the term of the contract for up to an additional two months, through January 31, 2022. No additional funds were added at that time because the daily census count of individuals was less than 75, thereby reducing the monthly costs to the City.

Unforeseen circumstances, including COVID-19, the heavy rainstorm over the holidays, and the supply chain crisis, has delayed the opening of the Homeless Navigation Center.

An amendment to the Illumination Foundation agreement will provide for the continuity of care for shelter guests to remain at the temporary shelter and to benefit from essential on-site medical services. Once a Temporary Certificate of Occupancy is issued, guests will be transferred to the new site and the City will no longer utilize the Fullerton Recuperative Care Center.

FISCAL IMPACT
Funds in the amount of $378,000 for the third amendment to the agreement are available in the Emergency Solutions Grant-CV grant, Payment to Subagent account (no. 13518789-69135) for expenditure in the current fiscal year.

EXHIBIT(S)

1. Third Amendment to agreement with Illumination Foundation to operate the Fullerton Recuperative Care Center as the Link temporary shelter.

2. Third Amendment to funding agreement with Illumination Foundation for use of ESG-CV funds to operate the Recuperative Care Center as a temporary shelter.

Submitted By: Steven Mendoza, Assistant City Manager
Approved By: Kristine Ridge, City Manager
City Council 20 – 2 1/18/2022

THIRD AMENDMENT TO OPERATING AGREEMENT WITH

THE ILLUMINATION FOUNDATION FOR USE OF

THE FULLERTON RECUPERATIVE CARE CENTER
THIS THIRD AMENDMENT to the above-referenced agreement is entered into on January 18, 2022, by and between The Illumination Foundation (“Contractor”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. The parties entered into Agreement No. A-2021-046, dated April 6, 2021, by which Contractor agreed to administer and operate a portion of the Fullerton Recuperative Care Center to temporarily house clients referred by the City and Street Outreach teams (“Agreement”).

B. The parties entered into a First Amendment to said Agreement No. A-2021-174 dated September 8, 2021, in order to extend the Term of said Agreement and to increase the maximum amount of Compensation for said Agreement.

C. The parties entered into a Second Amendment to said Agreement No. A-2021-228 dated November 16, 2021, in order to again extend the Term of said Agreement.

D. In accordance with the terms and conditions of said Agreement, as amended, the Parties desire to again amend Section 2 – Effectiveness and Term of Agreement, to extend the Term of said Agreement, and Section 3 – Compensation, to increase the maximum amount of Compensation for said Agreement.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement, as amended, except as herein modified, the parties agree as follows:

1. Section 2(b), Effectiveness and Term of Agreement, shall be amended to extend the potential no later than end date of the Term of said Agreement from January 31, 2022, to February 28, 2022, subject to the termination provisions in the First Amendment to said Agreement.

2. Section 3(b), Compensation, shall be amended to increase the maximum amount of compensation by three-hundred and seventy-eight thousand dollars ($378,000.00), such that the total sum to be expended under said Agreement shall not exceed two-million one-hundred and seventy-eight thousand dollars ($2,178,000.00) during the Term of said Agreement, subject to the termination provisions in the First Amendment to said Agreement.

3. Except as modified by this Third Amendment, all terms and conditions of said Agreement, as modified by the First and Second Amendments, shall remain in full force and effect.

City Council 20 – 3 1/18/2022

IN WITNESS WHEREOF, the Parties hereto have executed this Third Amendment to said Agreement on the date and year first written above.

ATTEST CITY OF SANTA ANA
_______________________________ ______________________________

DAISY GOMEZ KRISTINE RIDGE
Clerk of the Council City Manager

APPROVED AS TO FORM THE ILLUMINATION FOUNDATION
SONIA R. CARVALHO
City Attorney
By:___________________________ _______________________________ RYAN O. HODGE Name: John H. Ing
Assistant City Attorney Title: Chief Financial Officer

RECOMMENDED FOR APPROVAL
________________________________
STEVEN A. MENDOZA
Executive Director
Community Development Agency
City Council 20 – 4 1/18/2022

THIRD AMENDMENT TO AGREEMENT BETWEEN

THE CITY OF SANTA ANA AND THE ILLUMINATION FOUNDATION

FOR USE OF EMERGENCY SOLUTIONS GRANT CORONAVIRUS (ESG-CV) FUNDS THIS THIRD AMENDMENT to the above-referenced agreement is entered into on January 18, 2022, by and between The Illumination Foundation (“Contractor”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. The parties entered into Agreement No. A-2021-047-02, dated June 1, 2021, by which Contractor agreed to use ESG-CV funds to administer and operate a portion of the Fullerton Recuperative Care Center to temporarily house clients referred by the City and Street Outreach teams (“Agreement”).

B. The parties entered into a First Amendment to said Agreement No. A-2021-047-02-01 dated September 30, 2021, in order to extend the Term of said Agreement and to increase the maximum amount of Compensation for said Agreement.

C. The parties entered into a Second Amendment to said Agreement No. A-2021-228 dated November 16, 2021, in order to again extend the Term of said Agreement.

D. In accordance with the terms and conditions of said Agreement, as amended, the Parties desire to again amend Section II – Term of Agreement, to extend the Term of said Agreement, and Section III – Disbursement of Funds, to increase the maximum amount of Compensation for said Agreement.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement, as amended, except as herein modified, the parties agree as follows:

1. Section II, Term of Agreement, shall be amended to extend the potential no later than end date of the Term of said Agreement from January 31, 2022, to February 28, 2022, subject to the termination provisions in the First Amendment to said Agreement.

2. Recitals J and K, and Section III and III(a), Disbursement and Funds, shall be amended to increase the maximum amount of compensation by three-hundred and seventy-eight thousand dollars ($378,000.00), such that the total sum to be expended under said Agreement shall not exceed two-million one-hundred and seventy-eight thousand dollars ($2,178,000.00) during the Term of said Agreement, subject to the termination provisions in the First Amendment to said Agreement.

3. Except as modified by this Third Amendment, all terms and conditions of said Agreement, as modified by the First and Second Amendments, shall remain in full force and effect.

City Council 20 – 5 1/18/2022

IN WITNESS WHEREOF, the Parties hereto have executed this Third Amendment to said Agreement on the date and year first written above.

ATTEST CITY OF SANTA ANA
_______________________________ ______________________________

DAISY GOMEZ KRISTINE RIDGE
Clerk of the Council City Manager

APPROVED AS TO FORM THE ILLUMINATION FOUNDATION
SONIA R. CARVALHO
City Attorney
By:___________________________ _______________________________ RYAN O. HODGE Name: John H. Ing
Assistant City Attorney Title: Chief Financial Officer

RECOMMENDED FOR APPROVAL
________________________________
STEVEN A. MENDOZA
Executive Director
Community Development Agency
City Council 20 – 6 1/18/2022
Community Development Agency
www.santa-ana.org/cd
Item # 21
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
January 18, 2022
TOPIC: Amendment to Operating Agreement with Salvation Army AGENDA TITLE:

Approve a Second Amendment to Salvation Army Agreement to Extend the Operation of a Temporary Shelter at the Hospitality House for One Month (Non-General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute:

1. A second amendment to the agreement with Salvation Army for the operation of a temporary shelter at the Hospitality House, extending the term for an additional month at the amount of $130,000 per month, for a total aggregate amount not to exceed $1,040,000, subject to non-substantive changes approved by the City Manager and City Attorney.

2. A second amendment to the funding agreement with Salvation Army to use $130,000 per month of additional ESG-CV funds to operate the shelter at the Hospitality House, for a total aggregate amount not to exceed $1,040,000, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
On June 15, 2021, City Council approved an agreement with the Salvation Army to operate a temporary 75-bed homeless shelter at 818 E Third Street in Santa Ana, in the amount of $390,000 for an anticipated 90-day period, subject to extension through December 31, 2021, for a total not to exceed amount of $780,000. On November 16, the City Council approved an amendment to the agreement to continue operation of the temporary shelter through January 31, 2022 for the monthly extension rate of $130,000, bringing the total agreement not to exceed amount to $910,000. The Hospitality House has provided shelter for approximately 50 men since opening, follows the City’s referral process, and does not accept walk-ins. The shelter provides men a clean, safe personal bed space, three nourishing meals per day, and the opportunity to work with a professional Housing Navigator to expedite their placement in permanent housing.

City Council 21 – 1 1/18/2022
Amendment to Operating Agreement with Salvation Army
January 18, 2022

Unforeseen circumstances, including COVID-19, heavy rainstorms over the holidays, and the supply chain crisis, have delayed the opening of the Homeless Navigation Center. For this reason, it is necessary for the temporary site to be extended through the final stages of construction. Utilizing this same site will provide the continuity of care for shelter guests without any interruption of service.

FISCAL IMPACT
Funds in the amount of $130,000 are available in the Emergency Solutions Grant-CV grant, Payment to Subagent account (no.13518789 -69135) for expenditure in the current fiscal year.

EXHIBIT(S)

1. Amendment to agreement with Salvation Army to operate the Hospitality House as a temporary shelter.

2. Amendment to the funding agreement with Salvation Army for use of ESG-CV funds to operate the Hospitality House as a temporary shelter.

Submitted By: Steven Mendoza, Assistant City Manager
Approved By: Kristine Ridge, City Manager
City Council 21 – 2 1/18/2022

SECOND AMENDMENT TO OPERATING AGREEMENT WITH

THE SALVATION ARMY TO OPERATE

THE HOSPITALITY HOUSE SHELTER
THIS SECOND AMENDMENT to the above-referenced agreement is entered into on January 18, 2022, by and between The Salvation Army (“Contractor”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. The parties entered into an Agreement dated June 15, 2021, by which Contractor agreed to administer and operate the Hospitality House to temporarily house clients referred by the City and Street Outreach teams (“Agreement”).

B. The parties entered into a First Amendment to said Agreement No. A-2021-106-01 dated November 16, 2021, in order to extend the Term of said Agreement and to increase the maximum amount of Compensation for said Agreement.

C. In accordance with the terms and conditions of said Agreement, the Parties desire to again amend Section 2 – Effectiveness and Term of Agreement, to extend the Term of said Agreement, and Section 3 – Compensation, to increase the maximum amount of Compensation for said Agreement.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement, as amended, except as herein modified, the parties agree as follows:

1. Section 2(b), Effectiveness and Term of Agreement, shall be amended to extend the potential no later than end date of the Term of said Agreement from January 31, 2022, to February 28, 2022, subject to the termination provisions in the First Amendment to said Agreement.

2. Section 3, Compensation, subsections (a) and (b), shall be amended to increase the maximum amount of compensation by one-hundred and thirty thousand dollars ($130,000.00), such that the total sum to be expended under said Agreement shall not exceed one-million and forty thousand dollars ($1,040,000.00) during the Term of said Agreement, subject to the termination provisions in the First Amendment to said Agreement.

3. Except as modified by this Second Amendment, all terms and conditions of said Agreement, as modified by the First Amendment, shall remain in full force and effect.

City Council 21 – 3 1/18/2022

IN WITNESS WHEREOF, the Parties hereto have executed this Second Amendment to said Agreement on the date and year first written above.

ATTEST CITY OF SANTA ANA
_______________________________ ______________________________

DAISY GOMEZ KRISTINE RIDGE
Clerk of the Council City Manager

APPROVED AS TO FORM THE SALVATION ARMY
SONIA R. CARVALHO
City Attorney
By:___________________________ _______________________________ RYAN O. HODGE Name:

Assistant City Attorney Title:

RECOMMENDED FOR APPROVAL
________________________________
STEVEN A. MENDOZA
Executive Director
Community Development Agency
City Council 21 – 4 1/18/2022

SECOND AMENDMENT TO AGREEMENT BETWEEN

THE CITY OF SANTA ANA AND THE SALVATION ARMY

FOR USE OF EMERGENCY SOLUTIONS GRANT CORONAVIRUS (ESG-CV) FUNDS THIS SECOND AMENDMENT to the above-referenced agreement is entered into on January 18, 2022, by and between The Salvation Army (“Subrecipient”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. The parties entered into Agreement No. A-2021-106, dated June 15, 2021, by which Contractor agreed to use ESG-CV funds to administer and operate the Hospitality House to temporarily house clients referred by the City and Street Outreach teams (“Agreement”).

B. The parties entered into a First Amendment to said Agreement No. A-2021-106-01 dated November 16, 2021, in order to extend the Term of said Agreement and to increase the maximum amount of Compensation for said Agreement.

C. In accordance with the terms and conditions of said Agreement, the Parties desire to again amend Section II –Term of Agreement, to extend the Term of said Agreement, and Section III – Disbursement of Funds, to increase the maximum amount of Compensation for said Agreement.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement, as amended, except as herein modified, the parties agree as follows:

1. Section II, Term of Agreement, shall be amended to extend the potential no later than end date of the Term of said Agreement from January 31, 2022, to February 28, 2022, subject to the termination provisions in the First Amendment to said Agreement.

2. Recitals J and K, and Sections III and III(a), Disbursement and Funds, shall be amended to increase the maximum amount of compensation by one-hundred and thirty thousand dollars ($130,000.00), such that the total sum to be expended under said Agreement shall not exceed one-million and forty thousand dollars ($1,040,000.00) during the Term of said Agreement, subject to the termination provisions in the First Amendment to said Agreement.

3. Except as modified by this Second Amendment, all terms and conditions of said Agreement, except as modified by the First Amendment, shall remain in full force and effect.

City Council 21 – 5 1/18/2022

IN WITNESS WHEREOF, the Parties hereto have executed this Second Amendment to said Agreement on the date and year first written above.

ATTEST CITY OF SANTA ANA
_______________________________ ______________________________

DAISY GOMEZ KRISTINE RIDGE
Clerk of the Council City Manager

APPROVED AS TO FORM THE SALVATION ARMY
SONIA R. CARVALHO
City Attorney
By:___________________________ _______________________________ RYAN O. HODGE Name:

Assistant City Attorney Title:

RECOMMENDED FOR APPROVAL
________________________________
STEVEN A. MENDOZA
Executive Director
Community Development Agency
City Council 21 – 6 1/18/2022
Public Works Agency
www.santa-ana.org/pw
Item # 22
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
January 18, 2022
TOPIC: On-Call Welding Services Agreements

AGENDA TITLE
Approve Agreements with Vicon Enterprises, Inc. and Superior Hot Tapping Services, Inc. for On-Call Welding Services, for a Total Amount not to Exceed $500,000, for up to a Five-Year Term (Non-General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute agreements with Vicon Enterprises, Inc. and Superior Hot Tapping Services, Inc. to provide on-call welding services, for a three-year term beginning January 18, 2022 and expiring January 17, 2025, with provisions for one, two-year renewal period exercisable by the City Manager and City Attorney, with a shared aggregate amount not to exceed of $500,000, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
The Public Works Agency’s Water Resources Division oversees and maintains the daily operations of the City’s water and sanitary sewer systems. The water system is composed of approximately 480 miles of water main, 21 groundwater wells, seven pump stations, 10 reservoirs with a storage capacity of 49 million gallons, four pressure regulating stations, and seven connection points to the Metropolitan Water District. The system has an average daily demand of 30 million gallons from its roughly 45,000 service connections.

To continue to meet customer demand, the Water Resources Division utilizes professional contractors for on-call welding services to help maintain, repair, and install metal pipes and associated fittings at water pumping facilities, lift stations, and other municipal utility facilities. Due to the high-pressure applications and structural components of the water system, it is imperative that professional welding services are utilized to ensure proper standards and applicable codes are met and followed.

On August 24, 2021, the Public Works Agency issued Request for Proposals (RFP) No. 21-098 for on-call professional welding and fabrication services for the City’s water system. The RFP was advertised on the City’s online bid management and publication system, with bids due on September 16, 2021. System records indicate 183 vendors were City Council 22 – 1 1/18/2022
Agreement for On-Call Welding Services
January 18, 2022

notified and 15 vendors downloaded proposal files. Three proposals were received and evaluated by a selection committee. Based on the criteria as outlined in the RFP, all proposals received were categorized as responsive, and their respective scores are as follows:

FIRM LOCATION PROPOSAL SCORE
Vicon Enterprises, Inc. Anaheim 91
Superior Hot Tapping Services, Inc. Riverside 85
Smith Welding & Fabrication Santa Ana 61
In accordance with the RFP scores, staff recommends entering into agreements with Vicon Enterprises, Inc. (Exhibit 1), and Superior Hot Tapping Services, Inc. (Exhibit 2), to provide on-call welding services for the Water Resources Division. Both vendors do not have previous engagements with the City. The proposals demonstrated high levels of technical competency and experience performing similar services. The proposals contained a clear path toward achieving City goals and objectives, as required by the RFP.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with the action.

FISCAL IMPACT
Funds are budgeted and available for expenditure in the current fiscal year and will be budgeted in future fiscal years, including the renewal options, based on the needs of the Water Resources Division. The following is an estimate of expenditures by fiscal year:

Fiscal
Year
Accounting Unit
- Account #
Fund
Description
Accounting Unit,
Account Description Amount
Contract (3-Year Term)
2021-22 06017640-62300 Water Fund
Water Utility Production
& Supply, Contract
Services-Professional
$50,000
2021-22 06017641-62300 Water Fund
Water System
Maintenance, Contract
Services-Professional
$50,000
2022-23 06017640-62300 Water Fund
Water Utility Production
& Supply, Contract
Services-Professional
$50,000
2022-23 06017641-62300 Water Fund
Water System
Maintenance, Contract
Services-Professional
$50,000
City Council 22 – 2 1/18/2022
Agreement for On-Call Welding Services
January 18, 2022

Fiscal
Year
Accounting Unit
- Account #
Fund
Description
Accounting Unit,
Account Description Amount
2023-24 06017640-62300 Water Fund
Water Utility Production
& Supply, Contract
Services-Professional
$50,000
2023-24 06017641-62300 Water Fund
Water System
Maintenance, Contract
Services-Professional
$50,000
Optional Two-Year Extension
2024-25 06017640-62300 Water Fund
Water Utility Production
& Supply, Contract
Services-Professional
$50,000
2024-25 06017641-62300 Water Fund
Water System
Maintenance, Contract
Services-Professional
$50,000
2025-26 06017640-62300 Water Fund
Water Utility Production
& Supply, Contract
Services-Professional
$50,000
2025-26 06017641-62300 Water Fund
Water System
Maintenance, Contract
Services-Professional
$50,000
Total: $500,000

EXHIBIT(S)

1. Agreement with Vicon Enterprises, Inc.

2. Agreement with Superior Hot Tapping Services, Inc.

Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Kristine Ridge, City Manager
City Council 22 – 3 1/18/2022

AGREEMENT TO PROVIDE ON-CALL WELDING SERVICES
THIS AGREEMENT is made and entered into this 18th day of January 2022 by and between Vicon Enterprise Incorporated, a California corporation (“Contractor”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. On August 24, 2021, the City issued Request for Proposal No. 21-098, by which it sought a qualified contractor to provide on-call welding services for the Water Resource Division ofthe City’s Public Works Agency.

B. Contractor submitted a responsive proposal that was among those selected by the City. Contractor represents that it is able and willing to provide the services described in the scope ofwork that was included in RFP 21-098.

C. In undertaking the performance ofthis Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field.

NOW THEREFORE, in consideration ofthe mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

1. SCOPE OF SERVICES
On an on-call basis, and at the City’s sole discretion, Contractor shall perform the services described in the scope ofwork that was included in RFP No. 21-098, which is attached as Exhibit A and incorporated in full, and as further described in Contractor’s Proposal, which is attached as Exhibit B and incorporated in full.

2. COMPENSATION
a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C.

Contractor is one oftwo (2) contractors selected to provide services on an on-call basis under RFP 21-098. The total compensation for services provided by all contractors selected under RFP No. 21-098 shall not exceed the shared aggregate amount offive hundred thousand dollars and zero cents ($500,000). b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures.

Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope ofWork, which may reasonably be

City Council 22 – 4 1/18/2022
expected by City.

3. TERM
This Agreement shall commence on January 18, 2022 and terminate on January 17, 2025, unless terminated earlier in accordance with Section 17, below. The term ofthis Agreement may be extended for one (1) two (2) year period upon a writing executed by the City Manager and City Attorney.

4. PREVAILING WAGES
Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. Ifthe services being performed are part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

5. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee ofthe City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter ofthis Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement (“Documents & Data”). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement.

Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in

City Council 22 – 5 1/18/2022
any way in its use ofthe Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

7. INSURANCE
Priorto undertaking performance ofwork under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Minimum Scope and Limit ofInsurance

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. Ifa 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: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: 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.

4. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $2,000,000 per claim with $2,000,000 in the aggregate.

If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess ofthe specified minimum limits ofinsurance and coverage shall be available to the City.
b. Other Insurance Provisions

1. Additional Insured Status: The City, its officers, officials, employees, and volunteers 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 Contractor including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as

City Council 22 – 6 1/18/2022
broad as ISO Form CG 20 10 11 85 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used).

2. Primary Coverage: For any claims related to this contract, the Contractor’s insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or selfinsurance maintained by the City, its officers, officials, employees, or volunteers shall be excess ofthe Contractor’s insurance and shall not contribute with it.

3. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.

4. Waiver of Subrogation: Contractor hereby grants to City a waiver of any right to subrogation that any insurer of said Contractor may acquire against the City by virtue ofthe payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless ofwhether or not the City has received a waiver ofsubrogation endorsement from the insurer.

5. Self-Insured Retentions: Self-insured retentions must be declared to and approved by the City. The City may require theContractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.

6. 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 City.

7. Claims Made Policies (applicable only to professional liability):
i. The Retroactive Date must be shown, and must be before the date ofthe contract or the beginning of contract work.
ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

City Council 22 – 7 1/18/2022
iii. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of ■ (5) years after completion ofwork.

8. Verification of Coverage: Contractor shall furnish the City with original Certificates ofInsurance including all required amendatory endorsements (or copies ofthe applicable policy language effecting coverage requiredby this clause) and a copy ofthe Declarations and Endorsement Page ofthe CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them.

The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

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

10. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature oftherisk, prior experience, insurer, coverage, or other special circumstances.

8. INDEMNIFICATION
Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 ofthis Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason ofthe events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity ofthis Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding.

City Council 22 – 8 1/18/2022
Notwithstanding the foregoing, to the extent Contractor’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct ofthe Contractor.

9. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney’s fees, for infringement of any United States’ letters patent, trademark, or copyright contained in the work product or documents provided by Contractor to the City pursuant to this Agreement.

10. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period ofthree (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period ofthree (3) years from the date offinal payment to Contractor under this Agreement.

11. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent ofthe other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault ofthe Contractor disclosed in a publicly available source; (c) is in rightful possession ofthe Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation oflaw; or (e) is independently developed by the Contractor without reference to information disclosed by the City.

12. CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this

City Council 22 – 9 1/18/2022
Agreement.

13. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:

To City: Clerk ofthe City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax 714- 647-6956
Executive Director
Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, CA 92702
To Contractor: Vicon Enterprise Incorporated
P.O. Box 18208
Anaheim, CA 92817
Attn: Telvis Artis, President
A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded.

14. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms ofthis Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or

City Council 22 – 10 1/18/2022
obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein.

15. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent ofthe City and any such assignment, transfer, delegation or subcontract without the City’s prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services that are the subject to this Agreement performed by City personnel or by other contractors retained by City.

16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions ofthis Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

17. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property ofthe City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals ofthis Agreement.

18. NON-DISCRIMINATION
Contractor shall not discriminate because ofrace, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

City Council 22 – 11 1/18/2022

19. JURISDICTION-VENUE
This Agreement has been executed and delivered in the State ofCalifornia and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason ofthis Agreement.

20. PROFESSIONAL LICENSES
Contractor shall, throughout the term ofthis Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision ofthe services hereunder and required by the laws and regulations ofthe United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination ofthis Agreement.

21. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each ofthe terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as iffully set forth in the body ofthis Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST: CITY OF SANTA ANA
Daisy Gomez
Clerk ofthe Council
Kristine Ridge
City Manager
[signatures continued next page

City Council 22 – 12 1/18/2022

APPROVED AS TO FORM
SONIA R. CARVALHO
City Attorney
VICON ENTERPRISE, INC.

By: __________________
" Brandon Salvatierra
Deputy City Attorney
7 i-.-ZY.l
Name: Telvis Artis
Title: President

RECOMMENDED FOR APPROVAL
____________________________
Nabil Saba, PE
Executive Director
Public Works Agency

City Council 22 – 13 1/18/2022
ACORTt CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 12/22/2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER
Carl Davidson Insurance Agency
25060 Avenue Stanford Ste. 270
Valencia, CA 91355
n°m™ct Carl Davidson Insurance Agency
r«c°™ (661) 222-7319 | (F“.No); (661)222-7212
address: carl@cdavids oninsurance .com
INSURER(S) AFFORDING COVERAGE NAIC #
insurer a: Kinsale Insurance Company 38920

INSURED
Vicon Enterprises Incorporated
5433 E Spyglass Way
Anaheim, CA 92807
INSURER B :

INSURER C :
insurer d: State Fund 35076
INSURER E:

INSURER F :

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE HOLDER_____________________________________________________________________ CANCELLATION

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONSAND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

IN SR

LTR TYPE OF INSURANCE
ADDL
INSD
SUBR

POLICY NUMBER

POLICY EFF
(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY) LIMITS
A

X COMMERCIAL GENERAL LIABILITY
X 0100160438-0 8/19/2021
EACH OCCURRENCE $ 1,000,000
| CLAIMS-MADE | X OCCUR

DAMAGE TO RENTED
PREMISES (Ea occurrence) $ 100,000
M ED EXP (Anyone person) $
8/19/2022; PERSONALS ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 X
PROPOLICY |_____ | JECT |_____ | LOC
OTHER:

PRODUCTS-COMP/OPAGG $ 2,000,000
$

AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
(Ea accident) $
ANY AUTO BODILY INJURY (Per person) $
OWNED

AUTOS ONLY
HIRED

AUTOS ONLY

SCHEDULED
AUTOS

NON-OWNED

AUTOS ONLY
BODILY INJURY (Per accident) $

PROPERTY DAMAGE
(Per accident) $
$
A

UMBRELLA LIAB X OCCUR
CLAIMS-MADE X 0100169118-0 11/3/2021
EACH OCCURRENCE $ 2,000,000
X EXCESS LIAB 11/3/2022; AGGREGATE $
DED | | RETENTION $
$
D

W ORKERS COMPENSATION
AND EMPLOYERS' LIABILITY y/N
ANY PROPRIETOR/PARTNER/EXECUTIVE I------~
OFFICER/MEMBER EXCLUDED? Y
(Mandatory in NH) ---------’
If yes, describe under
DESCRIPTION OF OPERATIONS below
N /A 9304121 8/21/2021 8/21/2022
^Z| PER 1 1 OTHSTATUTE | | ER
E.L. EACH ACCIDENT $ 1,000,000
E.L. DISEASE - EA EMPLOYEE $ 1,000,000
E.L. DISEASE - POLICY LIM IT $ 1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) The City of Santa Ana, its officers, officials, employees, and volunteers are named as additional insureds on the CGL policy with respect to liability arising out ofwork or operations performed by or on behalfofthe Contractor including materials, parts, or equipment furnished in connection with such work or operations.
©1988-2015 ACORD CORPORATION. All rights reserved.

Clerk ofthe City Council
City of Santa Ana
20 Civic Center Plaza (M-30), P.O. Box 1988
Santa Ana, CA 92702-1988
___________ 1_____________________________________________________

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE 6M--
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD City Council 22 – 14 1/18/2022

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
12/23/2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER
Next First Insurance Agency, Inc.

PO Box 60787
Palo Alto, CA 94306

CONTACT
NAME:

PHONE /QEE\ 999 EQd Q FAX (A/C, No, Ext): (855) 222-5919 | (A/C, No):
a-MA™^ [email protected]
INSURER(S) AFFORDING COVERAGE NAIC #
INSURER A : State National Insurance Company, Inc. 12831

INSURED

VICON ENTERPRISE INC
5433 E Spyglass Way
Anaheim, CA 92807
INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F:

COVERAGES CERTIFICATE NUMBER: 1716377 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR

LTR TYPE OF INSURANCE
ADDL
INSD
SUBR

WVD POLICY NUMBER

POLICY EFF
(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY) LIMITS
COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $

CLAIMS-MADE OCCUR

DAMAGE TO RENTED
PREMISES (Ea occurrence) $
MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $
PROPOLICY |____ | JECT |____ 1 LOC
OTHER:

PRODUCTS - COMP/OP AGG $
$
A

AUTOMOBILE LIABILITY
X NXTR9H44QX-00-CA 09/28/2021 09/28/2022

COMBINED SINGLE LIMIT
(Ea accident) $ 1,000,000.00
ANY AUTO BODILY INJURY (Per person) $
OWNED

AUTOS ONLY
HIRED

AUTOS ONLY
X

SCHEDULED
AUTOS

NON-OWNED

AUTOS ONLY
BODILY INJURY (Per accident) $
X X

PROPERTY DAMAGE
(Per accident) $
$

UMBRELLA LIAB OCCUR

CLAIMS-MADE
EACH OCCURRENCE $
EXCESS LIAB AGGREGATE $
DED | RETENTION$ $

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY Y / N
ANYPROPRIETOR/PARTNER/EXECUTIVE 1------- 1 OFFICER/MEMBER EXCLUDED? (Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
N / A
1 PER 1 1 OTH1 STATUTE 1 1 ER
E.L. EACH ACCIDENT $
E.L. DISEASE - EA EMPLOYEE $
E.L. DISEASE - POLICY LIMIT $
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate Holder is an Additional Insured on the Commercial Automobile policy per the Blanket Additional Insured Endorsement. All Certificate Holder privileges apply only if required by written agreement between the Certificate Holder and the insured, and are subject to policy terms and conditions.

CERTIFICATE HOLDER CANCELLATION

EXECUTIVE DIRECTOR PUBLIC WORKS AGENCY
CITY OF SANTA ANA20 CIVIC CENTER PLAZA(M-21)
PO Box 1988
Santa Ana, CA 92702
____________ 1_____________________________________________________________

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE / .
© 1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD City Council 22 – 15 1/18/2022

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
12/23/2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER
Next First Insurance Agency, Inc.

PO Box 60787
Palo Alto, CA 94306

CONTACT
NAME:

PHONE /OEE\ 999 EQ4Q FAX (A/C, No, Ext): (855) 222-5919 | (A/C, No):
a-MA™^ [email protected]
INSURER(S) AFFORDING COVERAGE NAIC #
INSURER A : State National Insurance Company, Inc. 12831

INSURED

VICON ENTERPRISE INC
5433 E Spyglass Way
Anaheim, CA 92807
INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F:

COVERAGES CERTIFICATE NUMBER: 9440339 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR

LTR TYPE OF INSURANCE
ADDL
INSD
SUBR

WVD POLICY NUMBER

POLICY EFF
(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY) LIMITS
COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $

CLAIMS-MADE OCCUR

DAMAGE TO RENTED
PREMISES (Ea occurrence) $
MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $
PROPOLICY |____ | JECT |____ 1 LOC
OTHER:

PRODUCTS - COMP/OP AGG $
$
A

AUTOMOBILE LIABILITY
X NXTR9H44QX-00-CA 09/28/2021 09/28/2022

COMBINED SINGLE LIMIT
(Ea accident) $ 1,000,000.00
ANY AUTO BODILY INJURY (Per person) $
OWNED

AUTOS ONLY
HIRED

AUTOS ONLY
X

SCHEDULED
AUTOS

NON-OWNED

AUTOS ONLY
BODILY INJURY (Per accident) $
X X

PROPERTY DAMAGE
(Per accident) $
$

UMBRELLA LIAB OCCUR

CLAIMS-MADE
EACH OCCURRENCE $
EXCESS LIAB AGGREGATE $
DED | RETENTION$ $

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY Y / N
ANYPROPRIETOR/PARTNER/EXECUTIVE 1------- 1 OFFICER/MEMBER EXCLUDED? (Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
N / A
1 PER 1 1 OTH1 STATUTE 1 1 ER
E.L. EACH ACCIDENT $
E.L. DISEASE - EA EMPLOYEE $
E.L. DISEASE - POLICY LIMIT $
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate Holder is an Additional Insured on the Commercial Automobile policy per the Blanket Additional Insured Endorsement. All Certificate Holder privileges apply only if required by written agreement between the Certificate Holder and the insured, and are subject to policy terms and conditions.

CERTIFICATE HOLDER CANCELLATION

CLERK OF THE CITY COUNCIL CITY OF SANTA ANA
20 CIVIC CENTER PLAZA (M-30)
PO Box 1988
Santa Ana, CA 92702
____________ 1_____________________________________________________________

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE / .
© 1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD City Council 22 – 16 1/18/2022

AGREEMENT TO PROVIDE ON-CALL WELDING SERVICES
THIS AGREEMENT is made and entered into this 18th day of January 2022 by and between Superior Hot Tapping Services, Inc., a California corporation (“Contractor”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. On August 24, 2021, the City issued Request for Proposal No. 21-098, by which it sought a qualified contractor to provide on-call welding services for the Water Resource Division of the City’s Public Works Agency.

B. Contractor submitted a responsive proposal that was among those selected by the City. Contractor represents that it is able and willing to provide the services described in the scope of work that was included in RFP 21-098.

C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

1. SCOPE OF SERVICES
On an on-call basis, and at the City’s sole discretion, Contractor shall perform the services described in the scope of work that was included in RFP No. 21-098, which is attached as Exhibit A and incorporated in full, and as further described in Contractor’s Proposal, which is attached as Exhibit B and incorporated in full.

2. COMPENSATION
a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B.

Contractor is one of two (2) contractors selected to provide services on an on-call basis under RFP 21-098. The total compensation for services provided by all contractors selected under RFP No. 21-098, including any extension period, shall not exceed the shared aggregate amount of five hundred thousand dollars and zero cents ($500,000).
b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures.

Payment need not be made for work which fails to meet the standards of City Council 22 – 17 1/18/2022

performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City.

3. TERM
This Agreement shall commence on January 18, 2022 and terminate on January 17, 2025, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for one (1) two (2) year period upon a writing executed by the City Manager and City Attorney.

4. PREVAILING WAGES
Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the services being performed are part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

5. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement (“Documents & Data”). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement.

Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to City Council 22 – 18 1/18/2022

Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

7. INSURANCE
Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Minimum Scope and Limit of Insurance

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: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: 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.

4. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $2,000,000 per claim with $2,000,000 in the aggregate.

If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
b. Other Insurance Provisions

1. Additional Insured Status: The City, its officers, officials, employees, and volunteers 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 Contractor including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in City Council 22 – 19 1/18/2022

the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used).

2. Primary Coverage: For any claims related to this contract, the Contractor’s insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or selfinsurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

3. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.

4. Waiver of Subrogation: Contractor hereby grants to City a waiver of any right to subrogation that any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor 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 City has received a waiver of subrogation endorsement from the insurer.

5. Self-Insured Retentions: Self-insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.

6. 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 City.

7. Claims Made Policies (applicable only to professional liability):
i. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

City Council 22 – 20 1/18/2022

iii. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

8. Verification of Coverage: Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them.

The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

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

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

8. INDEMNIFICATION
Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding.

City Council 22 – 21 1/18/2022

Notwithstanding the foregoing, to the extent Contractor’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.

9. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney’s fees, for infringement of any United States’ letters patent, trademark, or copyright contained in the work product or documents provided by Contractor to the City pursuant to this Agreement.

10. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement.

11. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City.

12. CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this City Council 22 – 22 1/18/2022

Agreement.

13. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:

To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax 714- 647-6956
Executive Director
Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, CA 92702
To Contractor: Superior Hot Tapping Services, Inc.
7923 Old Oak Court
Riverside, CA 92506
Attn: Wade Brugger, Owner
[email protected]
A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded.

14. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument City Council 22 – 23 1/18/2022

that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein.

15. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City’s prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services that are the subject to this Agreement performed by City personnel or by other contractors retained by City.

16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

17. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement.

18. NON-DISCRIMINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply City Council 22 – 24 1/18/2022

with all applicable federal, state and local laws and regulations.

19. JURISDICTION-VENUE
This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.

20. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

21. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST: CITY OF SANTA ANA
________________________ _________________________
Daisy Gomez Kristine Ridge
Clerk of the Council City Manager
[signatures continued on next page]
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EXHIBIT A
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EXHIBIT B
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Public Works Agency
www.santa-ana.org/pw
Item # 23
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
January 18, 2022
TOPIC: Water Control Panel Building Services

AGENDA TITLE
Approve Agreements with KDC Systems, Trimax, and Instrument Control Services for Water Resources Control Panel Building Services for a Total Amount not to Exceed $750,000 for up to a Five-Year Term (Non-General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute agreements with KDC Systems, Trimax, and Instrument Control Services to provide control panel building services, for a three-year term beginning January 18, 2022, and expiring January 17, 2025, with provisions for one, two-year renewal period exercisable by the City Manager and City Attorney, with a shared aggregate amount not to exceed of $750,000, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
The Public Works Agency’s Water Resources Division oversees and maintains the daily operations of the City’s water and sanitary sewer systems. The water system is composed of approximately 480 miles of water main, 21 groundwater wells, seven pump stations, 10 reservoirs with a storage capacity of 49 million gallons, four pressure regulating stations, and seven connection points to the Metropolitan Water District. The system has an average daily demand of 30 million gallons from its, roughly, 45,000 service connections. Control and monitoring of the water system is coordinated with the City’s Supervised Control and Data Acquisition system.

The Water Resources Division utilizes numerous industrial control panels (i.e., motor control centers, remote terminal units, switchboards, and programmable logic computers) to control the various mechanical components of the water and sewer system (i.e., variable frequency drives, motor operated vales, magnetic flowmeters, and radio and communication equipment). As a result, the design, construction, and quality assurance testing of industrial control panels provided by certified contractors are crucial to the successful operation of the City’s sewer lift stations, water well sites, water pumping stations, and pressure control stations.

City Council 23 – 1 1/18/2022
Agreement for Water Control Panel Building Services
January 18, 2022

On September 10, 2021, the Public Works Agency issued Request for Proposals (RFP) No. 21-100 for control panel building services services. The RFP was advertised on the City’s online bid management and publication system with bids due on October 8, 2021.

System records indicate 21 vendors were notified and 20 vendors downloaded proposal files. Four proposals were received and evaluated by a selection committee. Based on the criteria as outlined in the RFP, three of the proposals received were categorized as responsive, and their respective scores are as follows:

FIRM LOCATION PROPOSAL SCORE
KDC Systems Los Alamitos 94
Trimax Brea 84
Instrument Control Services Ventura 83
In accordance with the RFP scores, staff recommends entering into agreements with KDC Systems, Trimax, and Instrument Control Services to provide control panel building services for the Water Resources Division (Exhibits 1, 2 and 3).The proposals demonstrated high levels of technical competency and experience performing similar services. The proposals contained a clear path toward achieving City goals and objectives, as required by the RFP.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with the action.

FISCAL IMPACT
Funds are budgeted and available for expenditure in the current fiscal year and will be budgeted in future fiscal years, including the renewal option, based on the needs of the Water Resources Division. The following is an estimate of expenditures by fiscal year:

Fiscal
Year
Accounting Unit
- Account #
Fund
Description
Accounting Unit,
Account Description Amount
Contract (3-Year Term)
2021-22
(Jan-June) 06017640-62300 Water Fund
Water Utility Production
& Supply, Contract
Services-Professional
$75,000
2022-23
(July-June) 06017640-62300 Water Fund
Water Utility Production
& Supply, Contract
Services-Professional
$150,000
2023-24
(July-June) 06017640-62300 Water Fund
Water Utility Production
& Supply, Contract
Services-Professional
$150,000
City Council 23 – 2 1/18/2022
Agreement for Water Control Panel Building Services
January 18, 2022

Fiscal
Year
Accounting Unit
- Account #
Fund
Description
Accounting Unit,
Account Description Amount
2024-25
(July-Jan) 06017640-62300 Water Fund
Water Utility Production
& Supply, Contract
Services-Professional
$75,000
Optional Two-Year Extension
2024-25
(Jan-June) 06017640-62300 Water Fund
Water Utility Production
& Supply, Contract
Services-Professional
$75,000
2025-26
(July-June) 06017640-62300 Water Fund
Water Utility Production
& Supply, Contract
Services-Professional
$150,000
2026-27
(July-Jan) 06017640-62300 Water Fund
Water Utility Production
& Supply, Contract
Services-Professional
$75,000
Total: $750,000

EXHIBIT(S)

1. Agreement with Instrument Control Services

2. Agreement with Trimax

3. Agreement with KDC Systems
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Kristine Ridge, City Manager
City Council 23 – 3 1/18/2022

AGREEMENT WITH INSTRUMENT CONTROL SERVICES TO PROVIDE

INDUSTRIAL CONTROL PANEL BUILDING AND DESIGN SERVICES
THIS AGREEMENT is made and entered into this 18th day of January 2022 by and between Instrument Control Services, a California corporation (“Contractor”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. On September 10, 2021, the City issued Request for Proposal No. 21-100, by which it sought qualified contractors to provide industrial control panel construction/fabrication and design services, not including control panel programming and system integration, on an as-needed basis for the Water Resource Division of the City’s Public Works Agency.

B. Contractor submitted a responsive proposal that was among those selected by the City. Contractor represents that it is able and willing to provide the services described in the scope of work that was included in RFP 21-100.

C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

1. SCOPE OF SERVICES
On an on-call basis, and at the City’s sole discretion, Contractor shall perform the services described in the scope of work that was included in RFP No. 21-100, which is attached as Exhibit A and incorporated in full, and as further described in Contractor’s Proposal, which is attached as Exhibit B and incorporated in full.

2. COMPENSATION
a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C.

Contractor is one of three (3) contractors selected to provide services on an asneeded basis under RFP 21-100. The total compensation for services provided by all contractors selected under RFP No. 21-100, including any extension period, shall not exceed the shared aggregate amount of seven hundred fifty thousand dollars and zero cents ($750,000).

City Council 23 – 4 1/18/2022

b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures.

Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City.

3. TERM
This Agreement shall commence on January 18, 2022 and terminate on January 17, 2025, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for one (1) two (2) year period upon a writing executed by the City Manager and City Attorney.

4. PREVAILING WAGES
Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the services being performed are part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

5. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement (“Documents & Data”). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and City Council 23 – 5 1/18/2022

perpetual license for any Documents & Data the subcontractor prepares under this Agreement.

Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

7. INSURANCE
Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Minimum Scope and Limit of Insurance

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: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: 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.

4. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $2,000,000 per claim with $2,000,000 in the aggregate.

If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

City Council 23 – 6 1/18/2022

b. Other Insurance Provisions

1. Additional Insured Status: The City, its officers, officials, employees, and volunteers 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 Contractor including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used).

2. Primary Coverage: For any claims related to this contract, the Contractor’s insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or selfinsurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

3. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.

4. Waiver of Subrogation: Contractor hereby grants to City a waiver of any right to subrogation that any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor 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 City has received a waiver of subrogation endorsement from the insurer.

5. Self-Insured Retentions: Self-insured retentions must be declared to and approved by the City. The City may require theContractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.

6. 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 City.

City Council 23 – 7 1/18/2022

7. Claims Made Policies (applicable only to professional liability):
i. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
iii. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

8. Verification of Coverage: Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them.

The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

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

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

8. INDEMNIFICATION
Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, City Council 23 – 8 1/18/2022

restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding.

Notwithstanding the foregoing, to the extent Contractor’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.

9. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney’s fees, for infringement of any United States’ letters patent, trademark, or copyright contained in the work product or documents provided by Contractor to the City pursuant to this Agreement.

10. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement.

11. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor City Council 23 – 9 1/18/2022

without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City.

12. CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.

13. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:

To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax 714- 647-6956
Executive Director
Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, CA 92702
To Contractor: Instrument Control Services
6085 King Drive #100
Ventura, CA 93003
Attn: Michael LeBlanc
A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded.

City Council 23 – 10 1/18/2022

14. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein.

15. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City’s prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services that are the subject to this Agreement performed by City personnel or by other contractors retained by City.

16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

17. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement.

City Council 23 – 11 1/18/2022

18. NON-DISCRIMINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

19. JURISDICTION-VENUE
This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.

20. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

21. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.
[signatures on next page]
City Council 23 – 12 1/18/2022
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST: CITY OF SANTA ANA
Daisy Gomez
Clerk ofthe Council

APPROVED AS TO FORM
SONIA R. CARVALHO
City Attorney
Deputy City Attorney

RECOMMENDED FOR APPROVAL
Kristine Ridge
City Manager

INSTRUMENT CONTROL SERVICES
Title: CFO
Nabil Saba, PE
Executive Director
Public Works Agency

City Council 23 – 13 1/18/2022

EXHIBIT A
City Council 23 – 14 1/18/2022
City Council 23 – 15 1/18/2022
City Council 23 – 16 1/18/2022
City Council 23 – 17 1/18/2022
City Council 23 – 18 1/18/2022
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City Council 23 – 21 1/18/2022
City Council 23 – 22 1/18/2022
City Council 23 – 23 1/18/2022

EXHIBIT B
City Council 23 – 24 1/18/2022
Customer: City of Santa Ana
Instrument Control Services Cost Proposal

WATER RESOURCES PANEL BUILDING
SERVICES RFP NO.: 21-100
Submitted 10/08/2021
Prepared By;
Instrument Control Services
6085 King Dr. Suite \# 100
Ventura, CA 93003
Tel: 805-642-1999
Fax: 805-642-3911
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LEFT BLANK
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City Council 23 – 26 1/18/2022
A. Cover
Instrument Control Services is a California Corporation providing Automation and Controls for the aerospace, refining, manufacturing, oil field, semi-conductor, agriculture, water and wastewater treatment and bio-tech industries located throughout the Southern California. Our diverse experience allows us to provide a complete solution for our locations in Ventura and Bakersfield, Ca. • Our Automation Group provides full Systems Integration support with automation design, UL “508A” panel fabrication, electrical / instrumentation construction and maintenance, PLC/SCADA programming and facility start up.
• Our Maintenance Group provides full time or temporary facilities operations support with field instrument technicians, operator, mechanics, and roustabouts.

Instrument Control Services was formed in 1994 and incorporated on March 14, 2003.

TIN: 134247157
CSLB #: 950744 (Class A/C10)
DIR #: 1000015547
UL File #: E208393
DUNS #: 090670225
B. Agreement Statement:

I have reviewed all of the documents contained in the “Request for Proposals for Water Resources Panel Building Services RFP No.: 21-100” understand and concur with all provisions as contained in the standard agreement attached “Attachment 4” Standard Agreement” Michael LeBlanc
Instrument Control Services
6085 King Drive # 100
Ventura, CA 93003
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City Council 23 – 27 1/18/2022
C. Firm and Team Experience
Key Company Personnel for Project:

Michael LeBlanc: Director of Industrial Automation/CFO; 30 + years of experience in Instrumentation, SCADA and PLC system design and programming. (27 years), 10% Project Manager
Warren Hague: Senior Project Manager; 35 + years of experience in Industrial Contracting and Project Management. (3 years), 30%
Assistant Project Manager
Jon Lockhart, PMA: Project Manager/Technical Writer; 30 + years of experience in Commercial/Industrial Construction, and ProjectManagement. (9 years 11 months), 20% Terry Howsham: Engineer /Programmer; 30 + years of experience in SCADA and PLC system design and programming. (7 years 3 months) 10%
Tim Rollins: Shop Foreman; 30 + years of experience in the fabrication of Control Panels, supervising the personnel our UL 508A Panel Shop and in charge of Quality Control. (16 years 6 months) 30% Our offices are in the San Buenaventura and Bakersfield, CA where we maintain a full-time staff of 50 employees for administration, engineering support, field service technicians and control panel builders. This enables us to support our clients rapidly with the necessary engineering or service representative.

Organization Chart See Attached 1
D. Understanding Scope of Services:

Once Awarded a project our Administration Group will execute the Contract acquiring License, Permits and submitting Certificates of Insurance or any other document required. Once the Contract is Fully executed our Team will schedule a Kickoff Meeting to introduce our Company, Point of Contact and the supporting personnel that will be assigned to the current project. In this meeting we will review the Scope of Work, determine the Submittal requirements, format and/or any other technical issues that we may have identified. After the Notice to Proceed is issued our review process will determine if any calcification is required and submit the questions in the form of an RFI. Following any RFI responses all of the design drawings, material cut sheets, and/or any Acceptance Test documents for approval. Upon the approval of all Submittals procurement will begin and turned over to our Shop Foreman for fabrication. During and after the control panel fabrication our Shop Foreman will conduct an internal Quality Assurance and Factory Test in preparation of a Witnessed Factory Test. The next step will be our personnel hand delivering the control panels to their destination. Our Team will keep in contact with the installers so a schedule can be developed for the Post Installation Field Test. During the Post Installation Test our technicians will verify the installation and wiring in preparation for the Site Acceptance Test. After the completion of the Site Acceptance test any Wiring Redlines will be incorporated into, the As Builts and the Operations and Maintenance Manuals will be submitted for review. If any training is required that will be scheduled conducted before ethe final close out of the project. 4 of 11
City Council 23 – 28 1/18/2022
E. Relevant Project Experience
Arvin Community Services District 2021
Project: Arsenic Mitigation Phase II
(4) PLC Control Panels, Instrumentation, SCADA, PLC & HMI Programming for the integration of 7 Remote Well and Booster Station sites.

Contract Amount: $ 328,633 Contact P&J Electric 661-822-6217 Metropolitan Water District
Project: F. E. Weymouth Water Treatment Plant Chemical Upgrades 2019 (27) RTU Termination and Communication Cabinets, Chemical Tank Fill, Pump Control, Alarm, Valve Control and Safety Shower Control Panels and Instrumentation.

Contract Amount: $364,976.00, Contact: Hobbs Bannerman 310-212-6500 Los Angeles Department of Power and Water
Project: Elysian Reservoir Quality Improvement 2018
(17) Pump Control, PLC, Telecom, Hydraulic, Air Compressor and Sample Pump Control Panels and Instrumentation.

Contract Amount: $470,928.00, Contract: CSI Electric 562-946-0700 The City of Paso Robles
Project: Wastewater Treatment Plant Upgrade 2017
(15) PLC, Chemical, Pump Control and Truck Unloading Control Panel, Instrumentation, SCADA, PLC & HMI Programming
Contract Amount: $1,092,641.00, Contract: Southern Contracting 760-744-0760 Project: Wastewater Tertiary Treatment Facilities 2019
(1) Control Logix PLC, Integration of UV Trojan PLC, Instrumentation, SCADA, PLC & HMI Programming Contract Amount: $232,889.00, Contract: Electricraft 805 -544-8224 County of Ventura Public Works – Active Client
Various Pump Station Control Panels: Greentree Booster Pump Station, Bradley Turnout Station, District 1 S&K Pump Station.

Contact: Raul Ruiz 805-378-3043
F. References See Attachment 3
G. Fee See Cost Proposal in Separate Cover
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City Council 23 – 29 1/18/2022
Departmental Organization Chart
Automation &
Controls
Matt Wareham
Sr. Technician
Warren Hague
Automation
Manager
Reno Hiltermann
Engineering
Jon Lockhart,
PMA/Technical
Writer
Terry Howsham
Engineer
Brian Spring
Panel Fabricator
Tim Rollins
Shop Foreman
Steve Robles
Technician II
Nick Sauceda
Instrument &
Electrical
Superintendent
Jared Locklear
VP Operations
Hunter Allison
Sr. Technician
Sean
Lamberson
Sr Technician
Steve
Robertson
Sr. Technician
Steve Surigao
Sr. Technician
Dennis Christian
Chief Operating
Officer
Mark Potter
Business
Analyst
Robby Martinez
Applications
Engineering
Jason Smith
Technician II
Bryon Tello
Technician II
Allan Wolf
Technician I
Operations &
Maintenance
Filed Services
Laure Cadenhead
Procurement/
Technical Writer
Ruben Berumen
Customer
Service
Shannon
Fogelmanis
Sr. Accounting
Manger
Laura LeBlanc
Chief
Accounting
Officer
Candice Jones
Office Manager
Mark Ziegler
Panel Fabricator
Steve Kettleson
Panel Fabricator
Mike LeBlanc
CFO
Director of
Automation
Joe Locklear
CEO
Dennis Christian
Chief Operating
Officer
Warren Hague
Automation
Manager
Robby Martinez
Applications
Engineering
Laura LeBlanc
Chief Accounting
Officer
Operations &
Maintenance
Field Services
Accounting/
Human
Resources
Automation &
Controls
Sales/Custome
r Service
ICS Key Personnel Organization Chart
Frank Betzel
Sr. Technician
John Escobar
Technician II
Joseph Ferra
Technician II
Sonia Garza
Technical
Writer
Alexis LeBlanc
Technical
Writer
Jessica Locklear
Office Manager
Antonio Lopez
Technician I
Joe Perry
Electrician
Christian Taylor
Technician I
Christian Taylor
Technician I
Attachment 1
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City Council 23 – 30 1/18/2022
(3) AB Compact Logix Panels, PLC & Ignition SCADA programming, Instruments for 7 remote sites Raul Barraza, Jr Arvin Community Services General Manager/( Arvin Community Services Raul Barraza, Jr
309 Campus Drive, Arvin, Ca 93203 661-854-2127
661-854-8230
$328,633.00 2021 Arsenic Migration Phase II
City of San Buenaventura
1400 Spinnaker Dr, Ventura, CA 93001 805-677-4127
John Willis
$427,800.00 2021 VWRF Digester Improvement
(1) AB Control Logix, (6) LCP, (4) Valve Control, (6) Temperature Control Panels, Instruments 805-237-3865
City of El Paso De Robles Nick Kamp
2017 Wastewater Treatment Plant Upgrade
3200 Sulphur Springs Road
Paso Robles, CA 93446
$1,092,641.00
(15) PLC, Chemical, Pump & Truck Unloading Control Panel, Instrumentation, SCADA, PLC & HMI Programming 7 of 11
City Council 23 – 31 1/18/2022
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EXHIBIT C
City Council 23 – 36 1/18/2022
Instrument Control Services
3,015.00 6,030.00
3 of 6
20,563.00
36,142.00
59,720.00 62,735.00
20,563.00
36,142.00
City Council 23 – 37 1/18/2022
Instrument Control Services 134247157
6085 King Drive # 100 Ventura, CA 93003
Michael J LeBlanc CFO/Director of Industrial Automation [email protected] 805-642-1999
950744 1000015547
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City Council 23 – 38 1/18/2022

INSTRUMENT CONTROL SERVICES

AUTOMATION, ELECTRICAL, INSTRUMENTATION, MAINTENANCE AND VALVE REPAIR Contractor’s License # 950744
6085 King Drive # 100
Ventura, CA 93003
Tel: 805-642-1999
Fax: 805-642-3911
Effective January 1, 2021
Instrument Control Services is pleased to submit the following service rates.

RATE/HOUR

ELECTRICAL & CONTROLS ENGINEER (PE)

SENIOR DESIGN & SYSTEMS INTEGRATOR

DESIGN ENGINEER I & SYSTEMS INTEGRATOR I

DESIGN ENGINEER II & SYSTEMS INTEGRATOR II

PROJECT MANAGMENT

CAD OPERATOR

PANEL FABRICATOR

OFFICE ADMINISTRATION
$240.00
$185.00
$165.00
$155.00
$135.00
$95.00
$85.00
$65.00

*Onsite Service Rate dependent of Prevailing Wage Determination plus Labor Burden and allowed 20% markup 5 of 6
City Council 23 – 39 1/18/2022
TERMS
Effective January 1, 2021
STRAIGHT TIME:

Straight time rates apply to the first (8) hours per day.

OVER TIME:

Over time rates apply to the time worked more than (8) hours per day, Monday through Friday, all day Saturday, the first 8 hours on Sunday and oncall outs between (5PM-7AM). This rate will be charged at (1.5 times) the straight time rate.

PREMIUM TIME:

Premium time rates apply to all time worked more than (12) hours per day, all hours past *8 on Sunday, the holidays list by company’s human resource department for their employees and on call outs between (5PM7AM) on Saturdays and Sundays. This rate will be charged at (2 times) thestraight time rate. * Based on consecutive days as per labor Laws*
HOLIDAYS:
company holiday schedules for assigned staff. Holidays are billed at Premium Time rate of (2 times) the straight time rate.

SHIFT DEFERENTIAL:

Day: 6:00 AM to 6:00 PM, rates equal to published rates.

Night: 6:00 PM. to 6:00 AM, rates equal to published rates plus 7.5 %.

CALL-OUT:

Minimum time: 4 hours
TRAVEL TIME FOR CALL-OUT:

All travel time is to be charged according to time conditions above. Travel time is to be paid from shop to job site and back to shop.

TRAVEL TIME:

All travel time is to be charged according to the time conditions above. Travel time is to be from shop to job site for Land jobs and portal to portal foroffshore jobs.

EXPENSES:

All expenses will be itemized and billed cost plus 15 %.

PER DIEM:

GSA listed Per Diem rates are utilized and apply to work facilities/locations beyond 50 miles of the ICS Main Office for Land jobs and/or beyond50-miles off-shore assigned staff normal report to portal location. 6 of 6
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AGREEMENT WITH TRIMAX TO PROVIDE INDUSTRIAL CONTROL PANEL

BUILDING AND DESIGN SERVICES
THIS AGREEMENT is made and entered into this 18th day of January 2022 by and between Trimax, a Tesco Controls Company (“Contractor”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. On September 10, 2021, the City issued Request for Proposal No. 21-100, by which it sought qualified contractors to provide industrial control panel construction/fabrication and design services, not including control panel programming and system integration, on an as-needed basis for the Water Resource Division of the City’s Public Works Agency.

B. Contractor submitted a responsive proposal that was among those selected by the City. Contractor represents that it is able and willing to provide the services described in the scope of work that was included in RFP 21-100.

C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

1. SCOPE OF SERVICES
On an on-call basis, and at the City’s sole discretion, Contractor shall perform the services described in the scope of work that was included in RFP No. 21-100, which is attached as Exhibit A and incorporated in full, and as further described in Contractor’s Proposal, which is attached as Exhibit B and incorporated in full.

2. COMPENSATION
a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C.

Contractor is one of three (3) contractors selected to provide services on an asneeded basis under RFP 21-100. The total compensation for services provided by all contractors selected under RFP No. 21-100, including any extension period, shall not exceed the shared aggregate amount of seven hundred fifty thousand dollars and zero cents ($750,000).

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b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures.

Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City.

3. TERM
This Agreement shall commence on January 18, 2022 and terminate on January 17, 2025, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for one (1) two (2) year period upon a writing executed by the City Manager and City Attorney.

4. PREVAILING WAGES
Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the services being performed are part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

5. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement (“Documents & Data”). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and City Council 23 – 42 1/18/2022

perpetual license for any Documents & Data the subcontractor prepares under this Agreement.

Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

7. INSURANCE
Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Minimum Scope and Limit of Insurance

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: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: 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.

4. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $2,000,000 per claim with $2,000,000 in the aggregate.

If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

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b. Other Insurance Provisions

1. Additional Insured Status: The City, its officers, officials, employees, and volunteers 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 Contractor including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used).

2. Primary Coverage: For any claims related to this contract, the Contractor’s insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or selfinsurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

3. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.

4. Waiver of Subrogation: Contractor hereby grants to City a waiver of any right to subrogation that any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor 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 City has received a waiver of subrogation endorsement from the insurer.

5. Self-Insured Retentions: Self-insured retentions must be declared to and approved by the City. The City may require theContractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.

6. 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 City.

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7. Claims Made Policies (applicable only to professional liability):
i. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
iii. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

8. Verification of Coverage: Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them.

The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

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

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

8. INDEMNIFICATION
Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, City Council 23 – 45 1/18/2022

restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding.

Notwithstanding the foregoing, to the extent Contractor’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.

9. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney’s fees, for infringement of any United States’ letters patent, trademark, or copyright contained in the work product or documents provided by Contractor to the City pursuant to this Agreement.

10. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement.

11. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor City Council 23 – 46 1/18/2022

without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City.

12. CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.

13. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:

To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax 714- 647-6956
Executive Director
Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, CA 92702
To Contractor: Trimax
565 Explorer Street
Brea, CA 92821
Attn: Kathy Sexton, Senior Estimator
A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded.

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14. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein.

15. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City’s prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services that are the subject to this Agreement performed by City personnel or by other contractors retained by City.

16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

17. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement.

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18. NON-DISCRIMINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

19. JURISDICTION-VENUE
This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.

20. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

21. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.
[signatures on next page]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST: CITY OF SANTA ANA
Daisy Gomez
Clerk ofthe Council
Kristine Ridge
City Manager

APPROVED AS TO FORM
SONIA R. CARVALHO
City Attorney
By: -----
^Brandon Salvatierra
Deputy City Attorney
TRIMAX
Title: Chief Executive Officer

RECOMMENDED FOR APPROVAL
Nabil Saba, PE
Executive Director
Public Works Agency

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EXHIBIT A
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EXHIBIT B
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Water and Waste Water Project Qualifications
Statement of Qualifications
Water Resources Panel Building Services
Presented to
City of Santa Ana
Prepared by:

Trimax, a Tesco Controls Company
565 Explorer Street, Brea CA 92821
Phone: (714) 255-8590
Fax: (714) 255-1922
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Contents
Cover Letter .......................................................................................................................................................... 3 Agreement Statement .......................................................................................................................................... 3 Proposer Qualifications and Related Experience.................................................................................................. 4 Philosophy ......................................................................................................................................................... 4 Staff................................................................................................................................................................... 4 Capabilities........................................................................................................................................................ 4 Facilities............................................................................................................................................................. 4 Products and Services Offered .......................................................................................................................... 5 Applicable License(s) and Certifications............................................................................................................ 5 List of contracts in the last three years that were terminated prior to completion.......................................... 5 Project Mangement........................................................................................................................................... 5 Resource Availability ......................................................................................................................................... 5 Quality Assurance.............................................................................................................................................. 6 Understanding scope of services.......................................................................................................................... 7 Relevant Project Experience and Client References.............................................................................................. 8 Other Reference Contacts...................................................................................................................................17 Trimax Capabilities..............................................................................................................................................17 Panel Build Checklist............................................................................................................................................17 Panel Shop and Field Services Include:................................................................................................................18 Industries that are supported:.............................................................................................................................18 City Council 23 – 63 1/18/2022
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COVER LETTER
This proposal is offered by Trimax, a Tesco Controls Company, Brea Office, located at 565 Explorer St., Brea, CA 92821. The main office number is 714.255.8590 and the office fax is 714.255.1922. Trimax is a corporation.

If you have any questions about this proposal contact Kathy Sexton, Senior Estimator, cell number is 972.672.1855.

AGREEMENT STATEMENT
Trimax agrees to the Attachment 4: Standard Agreement with no exceptions.

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PROPOSER QUALIFICATIONS AND RELATED EXPERIENCE
Founded in 1983 by two electrical engineers, TRIMAX has grown into a full-service control systems integrator headquartered in Brea, CA, with offices in Dallas, TX and Maui, HI. We provide professional services and related equipment to clients in the water/wastewater, solar, energy, bulk material handling, manufacturing, and scientific industries.

In April 2019, Trimax was acquired by Tesco Controls, Inc., North America’s largest control systems integrator focused solely on the water/wastewater Industry. This has expanded our professional services capabilities, increased our manufacturing capabilities, and added technological synergies to enhance our customers’ experience.

Philosophy
Trimax provides unique solutions by first establishing relationships with our clients which focus on a deep understanding of customer processes and needs. We then deliver customer-specific, turnkey solutions including comprehensive engineering, programming, commissioning, and custom panel fabrication.

We are a proud member of the international controls engineering community and continually strive to be at the forefront of development of our field. We seek out new challenges and opportunities to apply our unique brand of customized solutions to lead our industry into the future.

Staff
Trimax has a staff of almost 50 highly trained professionals in the controls industry. Our engineers and project managers design and implement integration plans necessary to incorporate any number of logistics, communication, and security devices into one centrally located system, and to train an owner’s staff to properly operate and maintain that system. Our engineers have been working in the industry for at least 10 years, and some more than 20 to 30 years.

Capabilities
Trimax has over three decades of industry experience with systems integration in a variety of fields. We have worked with clients on targeted solutions to specific problems, and site-wide SCADA integration systems that rely on central information processing from widely scattered remote sites. Trimax has programmed the pumping of liquid nitrogen, mission critical processes, systems controlling billions of dollars of equipment, and systems that lives depend upon.

We apply our knowledge and experience with industry-leading software from companies like Rockwell Automation, Inductive Automation, and Wonderware, to create custom programs that continually push the capabilities of the software. We complete work designing and upgrading systems to standardize hardware and software best suited to the client’s needs.

Facilities
Our facilities are equipped with the tools and test equipment necessary to calibrate, test and start-up all instrumentation, control, telemetry, and SCADA systems hardware and software your project/service might require, including remote diagnostic capabilities. The merging with Tesco Controls has added highly customized manufacturing capabilities. Trimax uses ERP software, documented process workflows, standardized submittal practices, and expertise of our engineering staff to effectively manage projects.

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Products and Services Offered
Trimax is a “Turnkey” Solution Provider leveraging advanced programming software to create more efficient systems with increased visibility and oversight, including remote access. Our engineers are experts in PLC/PAC, HMI, SCADA and MES programming and integration. Combined with our skilled electrical design engineers and UL rated panel shop, Trimax possesses all the necessary tools to provide turnkey solutions for a variety of industries.

Among some of the services we provide are PLC/PAC, HMI and SCADA programming, MES Development and ERP Integration, electrical engineering, UL panel shop, instrument calibration services, system start-up and training, CCTV and remote monitoring, maintenance and on-call contracts, field services and telemetry integration.

Applicable License(s) and Certifications
Trimax is part of the GE Solution Provider Program, Rockwell Automation Global Commercial Program, Schneider Electric Alliance Program, Siemens Software Integrator Program, Inductive Automation Ignition Certified, and currently in process for Wonderware InTouch and System Platform 2014 R2 Certification. Trimax Panel Shop carries the following certifications E133199 UL 508A Industrial Control Panels, E304786 UL 1203 Explosion Proof (XP) Panels, E305397 UL 698A Intrinsically Safe Panels (508A with Intrinsic Extensions).

List of contracts in the last three years that were terminated prior to completion Trimax in its history, has never had a contract terminated prior to completion. Trimax is committed to delivering the client their systems as required per the specifications and contract documents.

Project Mangement
Trimax assigns a dedicated project manager for all services provided by the company. This allows a single reliable point of contact for the customer and provides an individual that has knowledge of all aspects of a project to ensure that the needs of the client are always met. While there may be multiple projects and service-related activities occurring simultaneously for a client we maintain a single project manager. That person is then best suited to evaluate the needs of completing requirements and allocate resources in the most efficient way possible.

The project manager facilitates communications between all personnel involved on the project through weekly meetings. This is most important when multiple projects are underway. To keep constancy in the outcome across multiple sites the project manager makes sure that all parties are made aware of decisions made at a single location. If work includes interacting with or managing other contractors, the project manager tracks vital aspects of the project that must integrate clearly between all parties. This requires the preparation and management of documentation defining these interactions to make sure that requirements from all sides are specified and understood by everyone.

Strong and open communications are required between Trimax engineers and many members of the district’s staff to ensure that work performed best meets the needs of the district and operates as intended. Many times, this is achieved through meetings and/or workshops. While this is very positive for information transfer it also creates contrasting opinions. To mitigate this, we require one point of contact per project that is designated to make final decisions that are not formally answered through the RFI process.

Resource Availability
Trimax has a strong group of engineers with specialties in a wide range of fields associated with PLCs, SCADA, Networks, database & software development, and robotics. This allows for high level solutions to almost any problem. At the same time, it also provides flexible resource support to meet demanding needs. All the engineering staff is strong in the City Council 23 – 66 1/18/2022
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core disciplines of PLC, HMI, and SCADA. While at any given time the bandwidth of an individual may be very limited the group is usually able to take on any requirements that come up.

Quality Assurance
Trimax believes strongly in quality assurance and has set procedures in place for many aspects of the company. Trimax will identify the strategy and controls currently employed, and to be developed and implemented, to consistently deliver applications and services that meet the requirements of City and their stakeholders. This approach will serve as a map of the current controls employed by Trimax and will present a concise strategy for the continuing development throughout the project.

Quality assurance is relevant and applicable to all operations, from the integration of Headquarters to all the remote sites. When safety conditions exist, the Project Management may decide to bring our own Certified Safety Engineer or obtain subcontractors who has earned the "Certified Safety Engineer" status.

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UNDERSTANDING SCOPE OF SERVICES
Each project is assigned a lead engineer that is responsible for all aspects of the work. To best utilize the abilities of the senior engineering staff Trimax has created a strong support structure including design engineers, drafters, instrument technicians, software developers and field service technicians. The lead engineer has these resources at his/her disposal to assist with project tasks allowing more of the engineer’s time to be spent programming and commissioning systems. The senior engineer is solely responsible for all work and documentation performed. He/she is required to review and verify the product of all support work. The support staff allows for more efficient output from the senior engineer and the single point of accountability makes sure that the assistance is a tool and not a crutch. The support staff also acts as a review panel and secondary check to the senior engineer.

This structure also ensures that when multiple programmers are working on a project there is a single direction and methodology. The senior engineer defines the breakdown of tasks and interaction between all programming before work begins.

Trimax believes that detailed and accurate design at the beginning of a project saves far more time at the end of the work. This design must also account for possible future needs and expansion, so the result has the flexibility to meet ongoing requirements.

Documentation is the key to accurate design, efficient work, a successful result, and maintainability. It produces a greater life cycle for the project.

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Relevant Project Experience and Client References
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City of Santa Ana | Statement of Qualifications Water Resources Panel Building Services | 10 Water and Waste Water Project Qualifications
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City of Santa Ana | Statement of Qualifications Water Resources Panel Building Services | 11 Water and Waste Water Project Qualifications
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City of Santa Ana | Statement of Qualifications Water Resources Panel Building Services | 12 Water and Waste Water Project Qualifications
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City of Santa Ana | Statement of Qualifications Water Resources Panel Building Services | 13 Water and Waste Water Project Qualifications
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City of Santa Ana | Statement of Qualifications Water Resources Panel Building Services | 14 Water and Waste Water Project Qualifications
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City of Santa Ana | Statement of Qualifications Water Resources Panel Building Services | 15 Water and Waste Water Project Qualifications
Additional Municipal Experience
Trimax has extensive experience in Municipal projects. We are regularly involved in providing Instrumentation and Control Systems. Here are some examples from the last 7 years or longer.

Owner Project Name Subcontract Value
MWD of Southern CA F.E. Weymouth Water Treatment Plant Oxidation Retrofit Program – Ozonation Facilities $1,340,000.00
IRWD Baker Water Treatment Plant $1,330,748.00
IEUA Chino SCADA Bid Package #5 $954,600.00
EMWD Perris WTP Expansion $180,500.00
EVMWD Elsinore Valley Pump Station $57,200.00
IEUA Archibald Pump Station $56,800.00
City of Big Bear Big Bear Lake Lift Station $19,400.00
Yucaipa Water District Yucaipa Water Filtration Plant $1,280,000.00 Irvine Ranch Water District SGU Treatment Plant $226,775.00 WMWD Alessandro Pump Station Phase II $83,000.00
EMWD San Jacinto, Hemet and Elsinore Pump Stations $66,000.00 City of San Clemente Urban Runoff System $98,000.00
Irvine Ranch Water District Michelson Water Reclamation Plant $184,500.00 Indio Valley Sanitation Activated Sludge Plant / Sludge Dewatering Facility $265,000.00 EMWD Avenue 48 Reservoir and Pump Station $41,900.00
San Bernardino WD Scott Labs and Ogden Booster Pump Stations $127,700.00 Monte Vista WD ASR Well 32 and 4 $134,180.00
IEUA Carbon Canyon Pump Station $23,575.00
Irvine Ranch Water District PA1 ILP Turnout No.1 & Control Systems $18,500.00 Valley Center Water District SCADA System Improvements $556,000.00 IEUA RP- a Odor Control Phase 1b & RP1 Solids Bypass $57,150.00 Irvine Ranch Water District Cienaga Water Run-Off Cleaning $137,750.00 Loma Alta Creek UV Treatment Facility $91,300.00
Irvine Ranch Water District Wonderware upgrade $17,000.00 Mammoth WD Reclaimed Water Treatment System $230,500.00 LA County Sanitation District Whittier Narrow Water Reclamation Plant UV Disinfection Facilities $121,000.00
IEUA RP-4 Recycled Water Pump Stations $228,100.00
City of San Bernardino Scott Labs and Ogden Booster Pump Stations $45,456.00 City of San Diego Miramar Water Treatment Plant Upgrade and Expansion - Contract C $239,000.00
County of Orange Cogeneration Conversion @ CUF, Phase II $308,000.00 City of San Diego Otay Water Treatment Plant Upgrades Phase 1 & Phase 2 $643,000.00
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City of Santa Ana | Statement of Qualifications Water Resources Panel Building Services | 16 Water and Waste Water Project Qualifications
Bellflower Somerset Mutual
Water Company
MWD South Coast Feeder Waterline Connection
$61,000.00
Coachella Valley Water District Dike #4 Ground Water Recharge Pump Station $83,711.00 WMWD March Wastewater Reclamation Facility - Phase 2
Expansion $229,000.00
LA County Public Works Compton Creek Pump Station, Unit 1 & Wilmington Pump Station, Unit 2, Pump Station Upgrades $28,775.00
City of Arcadia Construction of Colorado Well - Wellhead Facilities $34,000.00 EMWD Fluoridation Facilities $234,900.00
Indio Water Authority Well 1E $109,600.00
City of Los Angeles Santa Monica Bay Low-Flow Diversion Upgrades Package 4
$129,500.00
LA County Public Works Ave K-8 & Division Street Booster Pump Station $ 64,620.00 City of Las Vegas WPCF Nitrification Aeration Basin Improvements $187,425.00 West Basin MWD Temporary Ocean Water Desalination Facility $270,000.00 City of Chino Euclid Well Improvements $ 70,400.00
South Orange County Water
Authority
Coastal Treatment Plant $ 74,200.00
WMWD SCADA Master Plan $ 37,940.00
City of Beverly Hills 5 Reservoirs $153,120.00
IEUA Installation of PRVs between 1158 & 1050 Pressure
Zones
$ 47,300.00
City of Los Angeles Downtown Los Angeles Low Flow Diversion $ 72,150.00 EMWD TVRWRF Aeration Pipe Replacement $ 29,030.00
City of Burbank Burbank WRP Programming $ 62,500.00
WMWD WRCRWA SCADA Upgrade $ 90,950.00
IEUA IEUA Recycled Water Programming $ 43,680.00
IEUA 1630 W Pump Station $264,000.00
Yorba Linda Water District Highland Booster Station Replacement $119,000.00 LA County Public Works Morris Dam Inlet/Outlet Rehabilitation Project $303,175.00 County Sanitation Districts of
LA County
Westlake Farms Composting Facility Phase I – Mixing
and Composting
$403,300.00
Victor Valley Water District Victor Valley WWTP Phase 3A Upgrades $260,000.00 Olivenhain MWD David C. McCollom Water Treatment Plant LT2 Improvements
$851,800.00
IEUA RP-1 Expansion and RFD-1 $34,149.00
Park Water Company Well 9D A & M Treatment Plant $122,765.00 Yorba Linda Water District Well #20 $65,334.21
City Council 23 – 77 1/18/2022
Daniel Company | Statement of Qualifications | 17
Water and Waste Water Project Qualifications
Other Reference Contacts
Parsons
Taurin Reynolds
808-216-3070
[email protected]
Eastern Municipal Water District
Jeramy Cook
951-928-3777x 6218 or cell 951-355-3490
[email protected]
Lee & Ro Inc.

Rick Liskow
626-667-5329
[email protected]
City of Beverly Hills
John Moreno
310-288-2802 or cell 805-340-0684
[email protected]
Trimax Capabilities
• Electrical Design and Engineering
• Consulting services
• PLC and HMI programming
• SCADA master plan consulting and development
• SCADA programming
• Data collection and analysis
• Telemetry Integration
• Remote monitoring and alarming
• ERP development and integration
• Mobile application development
• MES/MOM (Manufacturing Execution System/ Manufacturers Operations Management) Development & Programming
• ERP Integration
• Bench & Field Calibration, Troubleshooting
• Rapid Response (24/7 support)
• Startup & Commissioning
• UL Panel Shop
• Project management
• Functional Safety (TÜV certified functional safety engineer on staff) Panel Build Checklist
• Inventory Project Materials
• Verifying Equipment, BOM & Drawings
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City of Santa Ana | Statement of Qualifications Water Resources Panel Building Services | 18 Water and Waste Water Project Qualifications
• Print Full Size Drawing Set
• Installation of Components
• Visually Inspection, Components & Labels (Drum Switches) • Construction of Racks
• Main Power, & Fiber, connections
• Fiber & Ethernet Connections
• Design Interconnection Drawings
• Wire Pull Test
• Crimping Checks
• Point to Point Continuity Checks
• Record all Non-Conformities on inspection form for production to correct • Apply Power, push current or voltage
• Scan all drawings and file
• Photograph all Racks and Components
Panel Shop and Field Services Include:
• UL508a certified for industrial control panels, 1000V or less • UL698a certified for industrial controls panels related to hazardous (classified) locations. • UL698b certified for industrial controls panels for use in hazardous (classified) locations. • 18-Point Quality Control process
• Factory Acceptance Testing (FAT, SAT)
• Field services
• Onsite commissioning and support
• Instrumentation and calibration
• Telemetry survey, design, and implementation
• Rapid Response (24/7 support)
Industries that are supported:
• General Manufacturing
• Food and Beverage
• Oil and Gas
• Energy and Utilities
• Water and Wastewater
• Bulk Material Handling
• Transportation
• Airports
• OEM
• Solar
• Scientific/Lab
• Environmental
• Entertainment (Ride Controls)
• Brewing and distilling
• Military
City Council 23 – 79 1/18/2022

EXHIBIT C
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Z:\Client Archives\_Forms\TX Standard Rate Sheet_v1.2_20210331.docx 2021 STANDARD RATE SHEET
Professional Services Standard
Rate
Overtime
Rate
Premium Services
Rate
Travel Time
Rate
Wireman $75.00 $112.50 $150.00 $75.00
Field Technician $115.00 $172.50 $230.00 $110.00
Instrumentation Specialist $155.00 $232.50 $310.00 $155.00 Engineer $200.00 $300.00 $400.00 $200.00
Safety Engineer $250.00 $375.00 $500.00 $250.00
Service Rate Definitions M-F
7am – 5pm
M-F after 5pm
Saturday 7am-5pm
After 8 hours per day
Saturday after 5pm
Sundays and Holidays
Any day of the week

PROVISIONS AND OTHER CHARGES

1. Mileage when using personal or company vehicle will be charged IRS rate plus 15%.

2. Materials / Expenses will be billed at costs plus 15% handling charge.

3. Per Diem $75.00. (Per Diem & expenses charged when employee is staying overnight).

4. Rates valid through December 31, 2021.

5. Minimum 10-hour charge for all service out of the area. (Non-driving distances).

6. Minimum 4-hour charge for all local service in the area. (Includes driving time).

OTHER TERMS AND CONDITIONS
Upon contracting into an agreement (i.e. Retainer Agreement, Service Contract, Professional Services/Consulting Agreement, or Notice To Proceed below) with Trimax, A Tesco Controls Company (Trimax), these indicated rates shall be valid for the agreed contract period. Services rendered will be provided on a Time-and-Material accrual basis; which may be estimated in advance with a specific Task Order and/or defined scope of activity(ies). The hours accrued for rendered services will be recorded and only those incurred hours will be billed against the service/contract agreement in addition to the cost of expenses, travel, per diem, ME&I costs, fees, expenditures, and any preauthorized hardware/material provided. Please refer to the time-and-material service provisions and the terms and conditions noted herein.

Trimax time will be invoiced to Client on a regular basis. Client shall notify Trimax of any discrepancies or irregularities within 5 business days for Trimax to further clarify or resolve any invoice dispute, which will be resubmitted for processing and payment. Payment terms are NET 30 days. Please note that services and work rendered by Trimax are subject to terms and conditions defined by Trimax’s standard Service Agreement (long form). Please contact Trimax for additional information.

Trimax reserves the right to cease work under this agreement at any time. Client will be notified immediately of any work stoppage.

NOTICE TO PROCEED
Upon signing below, I acknowledge the above rates and terms identified herein and am giving Trimax “Notice to Proceed” for performing work and/or services via time-and-material accrual basis.

TRIMAX, a Tesco Controls Company Client:

Signature: Signature:

Date: Date:

City Council 23 – 83 1/18/2022

AGREEMENT WITH KDC SYSTEMS TO PROVIDE INDUSTRIAL CONTROL

PANEL BUILDING AND DESIGN SERVICES
THIS AGREEMENT is made and entered into this 18th day of January 2022 by and between KDC Systems, a division of KDC, Inc., a California corporation (“Contractor”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. On September 10, 2021, the City issued Request for Proposal No. 21-100, by which it sought qualified contractors to provide industrial control panel construction/fabrication and design services, not including control panel programming and system integration, on an as-needed basis for the Water Resource Division of the City’s Public Works Agency.

B. Contractor submitted a responsive proposal that was among those selected by the City. Contractor represents that it is able and willing to provide the services described in the scope of work that was included in RFP 21-100.

C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

1. SCOPE OF SERVICES
On an on-call basis, and at the City’s sole discretion, Contractor shall perform the services described in the scope of work that was included in RFP No. 21-100, which is attached as Exhibit A and incorporated in full, and as further described in Contractor’s Proposal, which is attached as Exhibit B and incorporated in full.

2. COMPENSATION
a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C.

Contractor is one of three (3) contractors selected to provide services on an asneeded basis under RFP 21-100. The total compensation for services provided by all contractors selected under RFP No. 21-100, including any extension period, shall not exceed the shared aggregate amount of seven hundred fifty thousand dollars and zero cents ($750,000).

EXHIBIT 3
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b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures.

Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City.

3. TERM
This Agreement shall commence on January 18, 2022 and terminate on January 17, 2025, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for one (1) two (2) year period upon a writing executed by the City Manager and City Attorney.

4. PREVAILING WAGES
Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the services being performed are part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

5. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement (“Documents & Data”). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and City Council 23 – 85 1/18/2022

perpetual license for any Documents & Data the subcontractor prepares under this Agreement.

Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

7. INSURANCE
Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Minimum Scope and Limit of Insurance

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: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: 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.

4. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $2,000,000 per claim with $2,000,000 in the aggregate.

If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

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b. Other Insurance Provisions

1. Additional Insured Status: The City, its officers, officials, employees, and volunteers 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 Contractor including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used).

2. Primary Coverage: For any claims related to this contract, the Contractor’s insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or selfinsurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

3. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.

4. Waiver of Subrogation: Contractor hereby grants to City a waiver of any right to subrogation that any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor 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 City has received a waiver of subrogation endorsement from the insurer.

5. Self-Insured Retentions: Self-insured retentions must be declared to and approved by the City. The City may require theContractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.

6. 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 City.

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7. Claims Made Policies (applicable only to professional liability):
i. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
iii. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

8. Verification of Coverage: Contractor shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing allpolicy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them.

The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

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

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

8. INDEMNIFICATION
Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, City Council 23 – 88 1/18/2022

restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding.

Notwithstanding the foregoing, to the extent Contractor’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.

9. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney’s fees, for infringement of any United States’ letters patent, trademark, or copyright contained in the work product or documents provided by Contractor to the City pursuant to this Agreement.

10. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement.

11. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor City Council 23 – 89 1/18/2022

without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City.

12. CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.

13. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:

To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax 714- 647-6956
Executive Director
Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, CA 92702
To Contractor: KDC Systems
4462 Corporate Center Drive
Los Alamitos, CA 90720
Attn: Ed Kazimierski, General Manager
A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded.

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14. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein.

15. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City’s prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services that are the subject to this Agreement performed by City personnel or by other contractors retained by City.

16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

17. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement.

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18. NON-DISCRIMINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

19. JURISDICTION-VENUE
This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.

20. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

21. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.
[signatures on next page]
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EXHIBIT A
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City Council 23 – 99 1/18/2022
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EXHIBIT B
City Council 23 – 104 1/18/2022

RFP 21‐100
WATER RESOURCES PANEL
BUILDING SERVICES

Statement of Qualifications
PREPARED FOR THE CITY OF
SANTA ANA
PROPOSAL ID ‐  210366
City Council 23 – 105 1/18/2022
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KDC Systems
4462 Corporate Center Drive
Los Alamitos, CA 90720
T: 714.484.2300 F: 714.236.2291
www.kdc-systems.com
Cover Letter
October 6, 2021
KDC Systems was founded in 1985. Today, we are one of the largest and most trusted control systems integrators in California. We are based in Los Alamitos, California.

KDC Systems is the systems group within Dynalectric LA. Dynalectric LA was founded in 1950. It is among the largest Electrical Contractors in Southern California with over 300 employees. KDC Systems / Dynalectric work out of a 50,000 sq ft facility in Los Alamitos, California.

KDC Systems is one of the few system integrators that self‐perform all aspects of control system projects, without any need for sub‐contractors. For customers, this means a fully coordinated and integrated project with a single point of contact for warranty and follow ups. By eliminating the gaps that can appear between contractors, we increase the overall quality of the project.

Our customers are primarily in process industries including; Water, Biotech, Food and Beverage, Pharmaceuticals and Chemicals.  Our customers have included City of Los Angeles, Orange County Sanitation District, Orange County Water District, Los Angeles City Council 23 – 106 1/18/2022
City Council 23 – 107 1/18/2022
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1. AGREEMENT STATEMENT ................................................................................................ 6

2. FIRM AND TEAM EXPERIENCE .......................................................................................... 6 Services ........................................................................................................................... 6 Key Personnel ................................................................................................................. 8 Panel Fabrication ............................................................................................................ 8 Training Room ................................................................................................................ 9 Factory Acceptance Testing & Metrology Lab .............................................................. 10 On Going Support ......................................................................................................... 10

3. UNDERSTANDING SCOPE OF SERVICES ........................................................................... 11 Panel Building Services ................................................................................................. 11 Factory Acceptance Test ............................................................................................... 11 Post‐Installation Field Testing ....................................................................................... 12 Panel Design Services ................................................................................................... 12

4. RELEVANT PROJECT EXPERIENCE .................................................................................... 13 IRWD, Baker Water Treatment Facility ......................................................................... 13 IRWD, Michelson Water Recycling Plant, Biosolids ....................................................... 14 and Energy Recovery ............................................................................................................... 14 Orange County Water District, Advanced Water Treatment Facility ............................ 15 Los Angeles World Airports, LAX Central Utilities ......................................................... 17 Plant Upgrade .......................................................................................................................... 17 City of Santa Ana ‐ Various Projects .............................................................................. 18 Well 21, South Station Well Integration, Wells 16&33 ............................................................ 18 Control Panels, SA‐5 Vault Modifications, Walnut ................................................................... 18 Pump Station, Cambridge Bypass, Santa Ana SA‐7 Radio Repeater Panels & Well 20 Meter Integration ............................................................................................................................... 18

5. REFERENCES ................................................................................................................... 18 City Council 23 – 108 1/18/2022
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1. AGREEMENT STATEMENT
KDC Systems has reviewed the standard agreement supplied with the RFP and does not have any concerns at this time.

2. FIRM AND TEAM EXPERIENCE
KDC is a Full‐Service System Integrator. We have the skills to take your project from concept all the way through commissioning and startup. We can then provide all the services you will need to maintain your system.

KDC Systems is primarily focused on the Water and Wastewater Industries. We have conducted hundreds of projects for public agencies. These projects range from smaller I&C projects thru large turn‐key projects. (10,000+ IO points) Being a part of EMCOR brings many advantages to our customers. KDC Systems has an operational stability that is unusual for a Systems Integrator. This stability is evidenced by the long tenures of our employees. It makes us a reliable partner for the long term.

Another benefit of being EMCOR, is that we have a network of sister companies. This provides us the opportunity to scale up to meet project needs. Dynalectric San Diego  can also be utilized to meet City of Santa Ana’s needs.

Services
We offer the following services,
System Design
Conceptual Design
Automation Technology Selection
Existing System Analysis
Customer Requirements Analysis
Specification Documentation
Detailed Design
Electrical Design
City Council 23 – 109 1/18/2022
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Automation Architecture
Instrument Specification
Network Design
Functional Design
System Build
PLC Programming
DCS Programming
Network Configuration
Server Build, Setup and Configuration
HMI / OIT Programming
MES Integration
Test Protocol Development
System Documentation
Panel Fabrication
UL508A / UL‐698 listed panel shop located in our Los Alamitos office System Commissioning
System Installation
Startup Assistance
Test Protocol Execution (FAT/FDT/SAT/ORT)
Calibration Services
Operator Training
Support Services
24 x 7 Emergency Support
Scheduled Service Calls
Maintain Test Platform
Software / Firmware Updates
Calibration Services
City Council 23 – 110 1/18/2022
City Council 23 – 111 1/18/2022
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Building our own panels enables close collaboration between our engineering team and our fabrication team. Engineers supervise the fabrication of their panels and can also support testing. We build panels to the highest quality and generally exceed our customer’s expectations.   References are available.

Training Room
KDC Systems has built a Training Room at our headquarters in Los Alamitos. This facility is ideal for presenting customer training. We also use this facility for Design Workshops.

City Council 23 – 112 1/18/2022
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Factory Acceptance Testing & Metrology Lab
This Lab is used for conducting Factory Acceptance Tests. This Lab is also used to house Test Systems for supported customers.

On Going Support
KDC Systems is committed to supporting City of Santa Ana for the next 5 years and beyond. Here are some additional services, which may be of value to City of Santa Ana.

2.6.1. Emergency Support
KDC Systems maintains a 24‐Hour Emergency Number. We can contractually commit to getting an engineer on‐site within a specified time frame in the case of an emergency.

2.6.2. Scheduled Service Calls
We will schedule regular service calls. The purpose of these calls is two‐fold.

Firstly, we will meet with City of Santa Ana and discuss the performance of the system. This would be the forum for raising minor / non‐emergency issues. These meetings would also be used for planning future upgrades and small maintenance projects.

Secondly, KDC Systems would use this service call to review system logs in order to detect emerging issues. Special attention would be paid to alarm logs. Recurring alarms can be indicative of an emerging problem which needs attention.

Alternatively, they may indicate an alarm that needs to be tuned or reprogrammed. KDC envisions working with City of Santa Ana to reduce the volume of nuisance alarms generated and ‘rationalize’ the system alarms.

2.6.3. Software Updates / Patches
KDC Systems is also available to monitor all city software and firmware for updates.

Software Updates will be applied at regular intervals (such as quarterly). In the City Council 23 – 113 1/18/2022
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case of emergencies (eg. Security patches) we will notify City of Santa Ana and expedite the installation.

Firmware upgrades will be applied as agreed with City of Santa Ana.

3. UNDERSTANDING SCOPE OF SERVICES
Panel Building Services
We will construct and furnish industrial control panels and all work will be in compliance with the National Electric Code (NEC), Underwriters Laboratories (UL) 508A (standard for the construction of industrial control panels) and UL508 (standard for safety for industrial control equipment). We will be responsible for the procurement of all material and fabrication of control panels on provided drawings and/or functional specifications.

Prior to commencement of panel building services, we will assess the project and provide a submittal to the City containing proposed equipment and components as well as project schedule for the construction of the panels. We will provide separate quotes for City’s review and approval. Once a notice to proceed is received, we will commence procurement and fabrication activities.

Factory Acceptance Test
Any control panel fabricated by KDC systems is inspected by our engineers for compliance to drawings by verifying interior/exterior layout with the design. We confirm all items on bill of material have been provided and installed per specification.

We verify all fuse types and rating and ensure fuses are not blown by continuity testing.

We will verify all wire sizes, colors, labels and terminal numbers.

For power distribution circuits we open all circuits before power up and close circuits in sequence after proper wiring, fuses and voltages have been confirmed.

City Council 23 – 114 1/18/2022
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For control panels with PLCs we will verify I/O checkout and any applicable networks.

We will configure required I/O in a PLC test program and verify proper digital input operation by jumpers and digital outputs by forcing and verifying relays and lights.

Analog inputs will be verified using signal generators and analog outputs will be confirmed using multimeters.

Once KDC has completed all testing and verification, the same test will be repeated with the City’s Representative and results documented on City’s Control Panel Testing form.

Post-Installation Field Testing
Once system installation has been successfully completed and installed, we will perform a site acceptance test. We will test the full operation and functionality of the completed system in the SAT with a City Representative.

Once all operation and functionality are confirmed and approved by the City Personnel in the SAT, we will commence on‐site closeout and final completion of the project.

During on‐site closeout, we will review panel drawings for any redlines, changes or corrections and make sure these are implemented and captured on the drawings. We will make sure any non‐conformances have been corrected and re‐tested. We will clean and vacuum the panel and take detailed photos after installation.

For in‐office closeout we will update drawings to reflect as‐built condition and provide all records including photos and schematics to the City upon closeout of the project.

Panel Design Services
Upon request by the City, we will provide control panel design services that conform to City standards.

Depending on the application, the drawing sets will include Panel Layouts, Power Distribution, Network Diagrams, IO Drawings and a Bill of Materials (these will reference the Layout Drawings and part numbers).

City Council 23 – 115 1/18/2022
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Where required we will also develop IO Lists. These IO Lists will specify tag names in accordance with city standards.

Where applicable, drawings will include enclosure temperature calculations, full load power calculations and UPS runtime calculations.

4. RELEVANT PROJECT EXPERIENCE
IRWD, Baker Water Treatment Facility
Project Size $1.8M
Years  2014‐2017
Overview
The Baker Water Treatment Plant is a greenfield drinking water plant. It is designed to produce 28.1 Million Gallon per day. This is a regional facility, owned by 5 South Orange County water districts.

KDC Scope
KDC was responsible for PLC Programming, HMI Programming, Historian Configuration, Alarm Dialer Configuration, specification and procurement of server hardware, virtualization setup, Testing and Commissioning.

Details
Technologies deployed included Wonderware System Platform, Wonderware Enterprise Historian, VMWare Virtualized Environment, Dell Servers, Modicon PLCs, Win911 City Council 23 – 116 1/18/2022
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The biggest challenges on this project were the use of a third party code Library and interfacing with multiple equipment vendors. Our engineers quickly became proficient in the IRWD Library. Our project managers communicated constantly with the various equipment vendors.

IRWD, Michelson Water Recycling Plant, Biosolids
and Energy Recovery
Project Size  $4M (est)
Years    2017 ‐ present
Overview
The IRWD Michelson Water Recovery Plant is being expanded to provide recycled water for use in landscaping and irrigation.

KDC Scope
KDC is providing all PLC and HMI Programming, Historian Configuration, Win 911 Configuration, Testing and Commissioning
Details
This project was originally awarded to another integrator. When the project ran into trouble, IRWD and Morrow Meadows approached KDC Systems to take over and compete the project. KDC Systems had recently completed the successful Baker Ranch Project so the awarding of this work was a vote of confidence for our prior performance.

City Council 23 – 117 1/18/2022
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This project is still in progress. Technologies being deployed include Wonderware System Platform, Wonderware Enterprise Historian, VMWare Virtualized Environment, Dell Servers, Modicon PLCs, Win911. KDC Systems is maintaining a Test Bed at our facility to support testing and debug.

Orange County Water District, Advanced Water
Treatment Facility
Project Size  $15.3M
Years    2004 – present (Initial project, Phase 2 expansion & Final expansion) Overview
The Ground Water Replenishment System (GWRS) is the world's largest advanced water purification system for indirect potable reuse. The system takes highly treated wastewater that would have previously been discharged into the Pacific Ocean and purifies it. A three‐step advanced treatment process is utilized. This process consists of microfiltration, reverse osmosis and the application of ultraviolet light with hydrogen peroxide. The process produces high‐quality water that meets or exceeds all state and federal drinking water standards
KDC Scope
DeltaV Programming (Control Strategies, Operator Stations, Historian),  Design and Build of 100+ UL‐508A Control Panels and Local Operator Stations, Electrical Design, Instrumentation, Field Calibrations, Commissioning, Testing.

City Council 23 – 118 1/18/2022
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Details
The core system is 8,000 IO points with an additional 7,000 points being monitored in sub‐systems. DeltaV Version 11, M Series Hardware, Delta V Historian and Win 911 were utilized. Both Fieldbus and DeviceNet were used on these projects Perhaps the biggest challenge in this project was the fact that the process itself was somewhat experimental. Nobody had ever attempted to clean up effluent from a Wastewater Facility to drinkable level on this scale before. The experimental nature of the process resulted in the need to absorb multiple changes to the control narrative during the course of the project.

To facilitate this collaborative effort, we conducted Design Workshops. The purpose of these Workshops was to get input from all stakeholders and get their sign off on the design. A custom software library was built and maintained. This library was managed and pushed out to sub‐vendors who were responsible for providing some of the sub‐ systems.

The control system was built and tested off‐site using a Test Platform. Rigorous testing protocols were developed with the engineer and OCWD. Unwitnessed and witnessed testing was conducted at our facility using the Test Platform. The thoroughly tested code was then deployed on‐site, greatly reducing startup time and issues. The same testing was then repeated in the field on actual equipment with water to commission the system.

Another, challenge on this project was the use of the DeltaV DCS. DeltaV is a very powerful and highly integrated process controls technology which can be challenging to implement. KDC Systems has mastered this technology and as a result OCWD has repeatedly chosen to use us over the local Emerson business partner.

City Council 23 – 119 1/18/2022
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Los Angeles World Airports, LAX Central Utilities
Plant Upgrade
Project Size  $4.7M
Years    2010 ‐ 2016
Overview
KDC developed a ‘Balance of Plant’ control system for the new LAX Central Utilities Plant. The Wonderware System Platform SCADA System provided visualization for the Central Utilities Plant and also for Air Handling Units distributed throughout the airport.

Process values were captured and historized to a Wonderware Historian KDC Scope
Our scope included all PLC and HMI programming along with the design and fabrication of all Control Panels
Details
The heart of this system consisted of Redundant Control Logix Processors. These controllers communicated with multiple geographically dispersed systems over protocols including Ethernet, BACNet and Modbus.

A library was developed using Wonderware Templates and Logix Modules. Standard Logix Modules were developed. These modules utilized User Defined Tags (UDTs) for public interfaces. and were comprehensively documented. The SCADA system was deployed in a VMWare Virtualized environment consisting of 3 physical servers, each hosting 5 virtual servers with Dual Redundancy
This was a very challenging project. It is always challenging working in a fast‐paced environment like an airport. Implementation mistakes had the potential to cause severe City Council 23 – 120 1/18/2022
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discomfort to the thousands of daily travelers and commercial discomfort to LAWA who have commitments to their customer airlines.

As the ‘Balance of Plant’ integrator we were required to interface with multiple equipment vendors. The airport is physically and organizationally dispersed. Every terminal has its’ own systems and service contracts which made this a very difficult project to manage.Our schedules had to be constantly revised to ensure that specific modules were ready and tested to coincide with changing construction and installation schedules.

KDC Systems met our customer’s requirements through careful planning and coordination with all parties.

City of Santa Ana - Various Projects
Well 21, South Station Well Integration, Wells 16&33
Control Panels, SA-5 Vault Modifications, Walnut
Pump Station, Cambridge Bypass, Santa Ana SA-7
Radio Repeater Panels & Well 20 Meter Integration

5. REFERENCES
IRWD, Baker Water Treatment Plant
Scott Toland, PE
Senior Engineer, Baker WTP Construction Manager
(949) 458‐4200 Baker WTP direct
(760) 822‐3194 mobile
[email protected]
Orange County Water District, AWTF / GWRS
Jay Kalinowski
Process Control and System Manager
T ‐  (714) 378‐3250
[email protected]
City Council 23 – 121 1/18/2022
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LAWA, LAX Central Utility Plant
Robert ‘Bob’ Johnson
Senior Building Operating Engineer
T – 424‐646‐7834
[email protected]
City of Santa Ana
Brian Ige
Assistant Engineer II
T – 714‐647‐3385
bige@santa‐ana.org
City Council 23 – 122 1/18/2022
Lukasz Niedojadlo
Project Manager

PROFESSIONAL BIO
City Council 23 – 123 1/18/2022
Greg Eso
Engineering Manager
22 years with Dynalectric LA / KDC Systems
31 Years in Trade
Education/Training:

Electrical Engineering and Control Systems, University of Victoria, Victoria, British Columbia

Professional Bio:

Mr. Eso has extensive experience managing project teams in designing, installing, and testing control systems utilizing PLC, HMI, and DCS technologies across a broad range of industries including life science, water treatment, automotive, material handling, high speed sortation, and robotic palletizing. His direct responsibilities have included:
 managing technical personal
 providing guidance on technical issues
 cost estimating and proposals
 conceptual design, P&ID development, and process functional description  hardware and software specification
 detailed power, control panel, and field electrical engineering  material requisition
 PLC and HMI programming
 installation, testing, startup, and training
 documentation including drawings, user manuals, troubleshooting guides, and O&M manuals  managing people and resources in the execution of these tasks

Selected Project Experience:

Gilead Sciences
KDC Systems is providing instrumentation and control system engineering and installation expertise to automate a new formulation and filling suite for Gilead Sciences in La Verne, CA. The process control system hardware and software are Rockwell Automation and the project is using specialty subvendors for other proprietary systems. KDC Systems is the systems integrator for the project and is responsible for instrumentation specification and procurement, control panel design and fabrication, plant network expansion to incorporate the new control hardware, vendor equipment integration, and software development, testing, and commissioning. KDC will hold workshops with the owner and develop software detailed designs, test plans, and a complete software library. Unwitnessed and witnessed testing will be conducted at our facility and repeated in the field. KDC electricians are responsible for installing, terminating, and testing all control system wiring for the project.

OCWD GWRS Final Expansion
Construction of the Final Expansion of the Groundwater Replenishment System for the Orange County Water District (OCWD) has begun. Located at the OCWD Advanced Water Treatment Facility (AWTF) on Ward Street in Fountain Valley, CA, the $310 million project will create an additional 30 million gallons per day of new water supplies to serve north and central Orange County. Once completed, the AWTF’s total production will reach 130 million gallons per day, enough water for 1,000,000 people. The project entails expansion of the existing flow equalization, microfiltration, reverse osmosis, ultraviolet, and related support facilities. The process control system hardware and software are Emerson Delta V combined with Ethernet and Foundation Fieldbus connected control devices. KDC Systems is the systems integrator for the project and is responsible for instrumentation specification and procurement, control panel design and fabrication, plant network expansion to incorporate the new control hardware, vendor equipment integration, and software development, testing, and commissioning. KDC will develop software detailed designs and test plans. Unwitnessed and witnessed testing will be conducted at our facility and repeated in the field. KDC electricians are responsible for terminating and testing all control system wiring for the project.

Project Experience under Tenure:

AV Thomas
Starkist
Skechers USA
LAX Terminal 7
Toyota
JPL
Training and Certs:

Electrical Engineering
Rockwell Solutions Provider
First Aid/CPR

PROFESSIONAL BIO
City Council 23 – 124 1/18/2022
Tuan Le, P.E.

Senior Applications Engineer
15 years with Dynalectric / KDC Systems
Education
 Bachelor of Science, Mechanical Engineering, California State Polytechnic University, Pomona.  California Registered Professional Engineer, Mechanical, 1995, #M29864 Selected Project Experience
IRWD Biosolids and Energy Recovery Project (2017-2020)
Application: Biosolids and Energy Recover Facilities
PLC: Schneider Modicon Quantum, M340
Tasks: Lead team for programming and configuration of the Process Control System for new plant, including submittals, development, configuration, and testing of PLC programs, HMI templates and instances, graphics, historian, reports, and alarm dialer; setup and testing of redundant SCADA servers running on VMware ESXi; integration and testing of packaged equipment skids; field startup, device commissioning and acceptance testing.

Orange County Water District Initial Expansion of GWRS (2011-2015) Application: Expansion of existing MF, RO, UV and supporting systems to increase plant water production from 70MGD to 100MGD.

DCS: Emerson DeltaV
Tasks: Software detail design, programming and commissioning of MF, RO and UV systems; control network and control panel power load calculations; setup and testing of motoroperated valves, variable frequency drives, power monitors, and various Foundation Fieldbus and DeviceNet devices; integration and testing of packaged equipment skids; field startup, device commissioning and acceptance testing.

LAX Central Utility Plant (2011-2015)
Application: Central Utility Plant SCADA system.

PLC: A-B ControlLogix communicating with various vendor systems.

HMI/OIT: Wonderware ArchestrA System Platform, InTouch.

Tasks: SCADA System design and configuration for central utility plant and building automation system; setup alarming, historical data collection and reporting.

LADWP Owens Lake Dust Mitigation, Phase 7 (2008-2010)
Application: Shallow flooding 27 square miles of dry lake bed to mitigate dust PLC: A-B SLC and ControlLogix miles apart communicating via radio network HMI/OIT: GE iFIX, A-B PanelView
Tasks: Project engineering, programming and commissioning; control panel design and power load calculations; software and hardware detailed design; developing FAT, SAT, training and O&M manual documentation; software and graphics development, and submittals; setup historical data collection and reporting.

Orange County Water District AWTF and GWRS (2005-2008)
Application: Purification of treated waste water using microfiltration, reverse osmosis and ultraviolet light; product water is used to keep ocean out of groundwater basin and to replenish drinking water supplies.

PROFESSIONAL BIO
City Council 23 – 125 1/18/2022
DCS: Emerson DeltaV
Tasks: Engineering, programming and commissioning; control network and control panel power load calculations; software detailed design; software and graphics development, submittals and testing; setup and testing of motor-operated valves, variable frequency drives, power monitors, and various Foundation Fieldbus and DeviceNet devices; integration and testing of packaged equipment skids; field startup, device commissioning and acceptance testing.

Allergan (2004-2005)
Application: Bioscience Laboratory Process Utilities
PLC: A-B SLC and ControlLogix
HMI/OIT: A-B VersaView w/ RSView
Tasks: Engineering, programming, commissioning and validation support; software detailed design, software development, simulation development and testing; setup and testing of alarm callout/paging system; training of operators and supervisors; creating operations and maintenance manuals.

Baxter LAFC (2001-2003)
Application: Manufacturing of Recombinant Factor VIII product for treating hemophilia.

DCS: Emerson DeltaV
Tasks: Engineering, programming, commissioning and validation support; responsible for detailed control power and control panel design and engineering, DeviceNet and Foundation Fieldbus network segment design, continuous and batch DeltaV programming, software testing and startup, documentation and validation support.

Other Projects Completed Under Tenure
 Disneyland Resorts Distribution System SCADA
 Baxter Suite D PCS Additions
 CSUF Trigen SCADA
 Smith International Reports
 Skechers Conveyor & Sortation System
 Maruchan Robotic Sortation System
 Wineshopper Conveyor & Sortation System
 Freightliner Conveyor System
 Upright Conveyor System
 Lasco Conveyor System
PLCs
 Allen-Bradley MicroLogix, Point I/O, Flex I/O, PLC-5, SLC-500, ControlLogix  Schneider Modicon Quantum, M340
 GE Fanuc, Mitsubishi, AutomationDirect
City Council 23 – 126 1/18/2022
SCADA, HMIs and OITs
 Emerson DeltaV Distributed Control System (DCS) Control Studio, Operate, Batch, Historian  Wonderware System Platform Application Server, InTouch, Historian, Information Server  Rockwell FactoryTalk View SE & ME, Historian
 GE Proficy HMI/SCADA iFIX, Historian
 Allen-Bradley PanelView, VersaView
 Inductive Automation Ignition
 Iconics GENESIS64
Training and Certifications
 Rockwell Automation PlantPAx Design & Development - System Integrator Training  Rockwell Automation ThinManager Integrator Training
 Wonderware System Platform Application Server
 Emerson DeltaV Operate, Batch & Implementation for System Integrators  GE Proficy HMI/SCADA iFIX
 Iconics GENESIS64 Standard
City Council 23 – 127 1/18/2022

MOHAMMADREZA TOGHIANI, PE
(United States Citizen)
Summary of Qualifications:

Professional, motivated, and highly experienced Electrical Engineer with experiences in wide variety of areas including instrumentation, automation, control, and low-voltage electrical system design at process and manufacturing industries including water treatment, water reclamation, pharmaceutical, oil and gas, petrochemical, cement, and textile industries.

Extensive knowledge and experience in control system of the different utility and process units such as micro filtration, reverse osmose, ultra-violate, centrifuges, aeration basin, odor control systems and N2, H2, steam, demineralization and hot oil production units, gas turbo generators and process equipment (heaters, boilers, gas compressors, distillation towers, pumps).

Area of Expertise:

Low-Voltage Electrical System Design
 Design and Create electrical schematic drawings by implementing UL508, NFPA 70, and NEMA standards by using Eplan and AutoCAD softwares.
 VFD Setup and Configuration.
 Test, Commissioning, and Troubleshooting of the electrical panels.

Automation and Control Systems
 Hardware configuration and software programming for Programmable Logic Controllers (PLC) including but not limited to Siemens, Allen Bradly, Modicon, GE Fanuc by TIA Portal, Simatic Manager, RSLogix 5000/500, Unity Pro, ProWORX32, Concept and Proficy Machine Edition programming software’s for all IEC 1131-3 languages, FBD, LD, ST, SFC, IL and for the special applications, Safety Instrument Systems (SIS), redundant and high available systems per IEC 61508 and IEC 61511/ISA-84 standards.
 Distributed Control System (DCS) Programming including DeltaV, Plant PAx, GEMS, Yokogawa Centum CS3000, PCS7.
 Human Machine Interfaces (HMI) Programming by Siemens WinCC flexible, Schneider vizio and Indusoft, and Rockwell PanelView; SCADA programing by Ignition, Wonderware, WinCC, FactoryTalk and Zenon.
 Configuration for Industrial Networks like industrial Ethernet, Profibus, Modbus, Profinet, ControlNet for all medias, antenna and radios, fiber optics and network cable Medias.  Create control schematics, and loop drawings.
 Create commissioning plans like ORT, FAT, and RAT plans; control strategies and control audit reports.
 Accomplish the factory demonstrated tests for control and electrical panels.  Implement the loop checks and start-ups for control systems.

Instrumentation
 Design and Find the best solution per necessary standards such as NEC, API, ISA.  Orifice Calculation, valve and regulator sizing with popular software’s like InstCalc, Fisher, Samson.
 Documentation: creating data sheet, instrument submittal, O&M manual submittal.  Commissioning, setup and calibration by HART communicators, reference gauges, multimeters and handheld calibrators.
 Preventive maintenance (PM), troubleshooting. City Council 23 – 128 1/18/2022 For all kind of flow, pressure, level and temperature instruments and analyzers like pH, conductivity, oxygen, ammonia, nitrate, dissolved oxygen, chlorine, turbidity, dew point, flue gas and CEMS analyzers, CO, CO2, SO2, NH3, O2, LEL, Cl2, Cl2O ambient gas detectors.

Professional Experiences:

Applications Engineer Oct 2018 – Present
KDC Systems
Automation and control system Integrator Company in Southern California.  PLC, SCADA and HMI programming.
 Instrumentation design and submittals.
 Control panel design.
 Instrumentation Job estimates.
 FDT tests of the control panels.
 Field support and troubleshooting of the control systems.

Control System Engineer Feb 2015 – Oct 2018
Trimax Systems Inc.

Automation and control system Integrator Company in Southern California.  PLC, SCADA and HMI programming.
 FDT tests of the control panels.
 Startup, field commissioning, loop checks, FAT and control System troubleshooting.  Instrument set up, calibration and troubleshooting.
 Creating commissioning plans, control strategies and control audit reports.  Instrument design, creating datasheet, instrument submittal, O&M manual submittal and training packages.
 Instrumentation and control system trainings.

Instrumentation Repair Supervisor 2008 – 2014
Control System Engineer 2005 – 2008
Iran Chemical Industries Investment Company (ICIIC)
Petrochemical company in Iran with a complicated process and massive advance control system.  Troubleshooting, preventive and emergency maintenance for instrumentation and control systems.
 Developing and improvement of instrumentation and control systems.  Accomplishment of different projects and design, programming, commissioning, installation and startup like tank monitoring system, air fan speed control system, and Platinum extraction plant.

Electrical and Control Engineer 2011 – 2014
Nemooneh Saz Sarooj
Designer and manufacturer of cement sampling machines in Iran  Design, programming, commissioning, installation and startup of the electrical and control systems and electrical equipment for the cement sampler packages.

Educations:

 B.Sc. Applied Electronics Engineering 2001 - 2003
Shiraz University, Shiraz, Iran

 A.S. Electrical Technology – Electronics 1998 - 2001
Shiraz University, Shiraz, Iran
Certificates:
 Engineer-In-Training, Board of California
 SCADA Ignition 8, Inductive Automation
 SCADA GEMS, Rockwell Automation
City Council 23 – 129 1/18/2022
 Basic Programming of PLCs, Festo
 Intermediate Programming of PLCs, Festo
 PLC Redundancy, Aryan Elmosanaat Training Center
 Introduction to Industrial Profibus, Kian Control Engineering Co. Ltd.  Modbus, Aryan Elmosanaat Training Center
 Introduction to Simatic WINCC (Siemens SCADA), Kian Control Engineering Co. Ltd.  Variable Frequency Drives, E and M
 Introduction to EPLAN Electric, Kian Control Engineering Co. Ltd.  General Principles of Metrology & Calibration, Khat Ramz Co.Ltd.

Recent Projects:
 Gilead Clinical Flex Fill Line and Second Formulation Suite Instrument and panel design. In-Current
PLC, HMI and SCADA programming.
 Orange County Water District Ground Water Replenishment System Instrument and panel design. In-Current
PLC, HMI and SCADA programming.
 City of Santa Ana Well 16 and 33 SA-5.

PLC and HMI programming. 2019
 Irvine Ranch Water District Michelson Water Recycling Plant Biosolids and Energy Recovery Facilities
SCADA programming. 2019
 Edwards Air Force Base ACU and Aircraft Support Equipment Upgrades.

PLC, HMI and SCADA programming, Commissioning, Startup. 2018  Automation Plating Corporation Plating Line PLC Upgrade.

PLC and HMI programming, Commissioning, Startup. 2018
 Water Replenishment District of Southern California Goldsworthy Desalter Expansion Commissioning, Loop check, FAT and PLC program modification. 2017  Global Harvest Foods Mixing System.

Panel Design, PLC and SCADA programming, Commissioning, Startup. 2017  City of San Clemente Marblehead Coastal Urban Runoff System.

PLC and HMI programming, Loop check and commissioning. 2017  MWD Henry J. Mills WTP Industrial Wastewater Handling Improvement.

Commissioning Plan, Instrument and control system training. 2017  Western Riverside County Regional Wastewater Authority 14MGD Plant Expansion.

Commissioning Plan for whole Plant. 2016
 Irvine Ranch Water District Baker Water Treatment Plant Control Panel FDT, Instrument Setup and calibration, Loop checks. 2016  MWD Weymouth Water Treatment Plant. Oxidation and Ozonation Facilities.

Instrument setup and calibration. Loop checks, Instrument training. 2015 - 2016 City Council 23 – 130 1/18/2022
Edward Kazimierski
General Manager
21 years with Dynalectric/ KDC Systems
Education:

B.Sc., Electrical Engineering, California State University, Long Beach Division Manager – KDC Systems
Edward oversees Dynalectric’s Automation division, aka KDC Systems. His team specializes in Industrial/Process automation, Building automation and UL 508A panel fabrication. His division is one of the most respected system’s integrators in southern California and have worked on some of the most visible projects in the area including all three phases of the OCWD GWRS project, the LAX CUP project as well as various prominent Life Science projects to name a few.

He has worked in the automation field for over 27 years. 21 of these years have been with Dynalectric/KDC Systems in positions including Engineer/programmer, Commissioning Manager, Engineering Manager and Division Manager.

Selected Projects:

Orange County Water District GWRS AWTF
KDC Systems provided electrical, instrumentation and control system engineering and installation expertise to automate the Orange County Water District Groundwater Replenishment System (GWRS) in Fountain Valley, CA. The process control system hardware and software was Emerson DeltaV with I/O devices by Allen-Bradley and Phoenix Contact, and the project used specialty subvendors for the Microfiltration and Ultraviolet Disinfection systems. The Reverse Osmosis system and balance of plant were automated by KDC; and KDC was in the unique position of combining the other subvendor controls work to establish one integrated control system. KDC produced about (30) main control panels, and another (70) panels for instrumentation, local control, etc. There are around (60) DeltaV controllers for this project, many of them redundant. KDC performed all control wire terminations and instrument calibrations.

The overall project I/O count of 8,000 points was substantially implemented using Foundation Fieldbus and DeviceNet, and there were about 15,000 historized points. About half of the points were KDC’s direct responsibility, while the balance was indirectly our responsibility as overall system integrator. KDC held workshops with the owner and developed software detailed designs, test plans, and a complete software library which we administrated among the other subvendors. Unwitnessed and witnessed testing was conducted at our facility, and was repeated in the field on actual equipment with water to commission the system.

OCWD GWRS Initial Expansion
Construction of the Initial Expansion of the Groundwater Replenishment System for the Orange County Water District (OCWD) has begun. Located at the OCWD Advanced Water Purification Facility (AWPF) on Ward Street in Fountain Valley, Calif., the $142.7 million project will create an additional 31,000 acre-feet per year (AFY) of new water supplies to serve north and central Orange County. Once completed, the AWFP’s total production will reach 103,000 AFY, enough water for 850,000 people.

The project entails expansion of the existing microfiltration facility by constructing eight new below-grade treatment basins and enlarging the existing basement facility. Other work includes construction of a new 32,000-square-foot reverse osmosis building, the installation of five new ultraviolet light (UV) treatment trains to match the existing systems, as well as retrofitting the existing post treatment systems to employ a new lime feed system. McCarthy will also construct two above ground steel tanks, each is 215 feet in diameter with a height of 35 feet and a capacity to hold 7.5 million gallons of water.

Select Projects Completed Under Tenure:

Orange County Water District
IDEC NIMO Project
Fiber Composites, NC
Albemarle Corporation, AK
IRWD Baker WTP
Los Angeles Harbor College
Morongo Casino CUP
Baxter TOFX

LAX CUP CHP
Toyota Technical Center
Cal State Fullerton Central Utilities Plant
DPR Baxter Lamp
OCSD P2-66

PROFESSIONAL BIO
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EXHIBIT C
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City Council 23 – 140 1/18/2022

1. FEE
KDC Systems is offering the rates listed below for work conducted under the proposed contract.

Classification  Hourly Rate
Project Manager  $157
General Manager  $157
Engineering Manager  $157
Senior Engineer  $145
Engineer  $134
CAD Designer  $67
Shop Fabrication  $62
Clarifications ‐

1. Please note the fees shown above are for the first year of this contract, which must be executed within 120 days of submission.  Each additional year is subject to a yearly increase of 3%.

City Council 23 – 141 1/18/2022
Public Works Agency
www.santa-ana.org/pw
Item # 24
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
January 18, 2022
TOPIC: Bus Stops/Shelters and Kiosks

AGENDA TITLE
Approve an Agreement with Focus Media Group Focus Media Group, Inc. to Install, Repair, and Maintain Bus Stops/Shelters and Kiosks throughout the City, for a Ten-Year Term

RECOMMENDED ACTION
Authorize the City Manager to execute an agreement with Focus Media Group, Inc. to install, repair, and maintain bus stops/shelters and kiosks throughout the City, and to share advertising revenue from bus stops/shelters and kiosks, for a ten-year period beginning no later than February 17, 2022, and ending February 16, 2032, with an option to extend for a period of five years, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
Since 2001, the City’s bus shelter advertising and maintenance has been provided by Clear Channel Outdoor (previously known as Eller Media Company). The City intends to expand the program to include the design, construction, maintenance, and management of digital billboards along freeways and digital banners on City-owned property, in combination with bus stop maintenance and advertising.

A Request for Proposal (RFP) for Design, Construction, Maintenance, and Management of Digital Billboards and Management of Bus Shelters and Stops (Exhibit 1) was released on November 12, 2020, and the City received four proposals. The RFP solicited proposals from outdoor advertising companies that develop digital billboards and banners as well as bus stop maintenance and advertising. However, after reviewing the proposals, it was determined that it was in the best interest of the City to split the RFP components and award the Management of Bus Shelters and Stops separately from the Design, Construction, Maintenance, and Management of Digital Billboards. Of the four proposals received, only two vendors submitted proposals for these services. The two proposals were evaluated by a four-member committee and rated based on company and team experience, understanding of need, schedule, references, and projected revenue. After evaluating the proposals, the rankings are as follows:

City Council 24 – 1 1/18/2022
Bus Stops / Shelters and Kiosks
January 18, 2022