Agenda packet — Santa Ana City Council, November 21, 2023 (part 5 of 11)

With courtesy copies to:

Nabil Saba
Executive Director, Public Works Agency
City of Santa Ana
20 Civic Center Plaza
P.O. Box 1988
Santa Ana, California 92702
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.

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any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.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 contained on following page]
Garreth Saiki, PE, GE
Principal Engineer
Ninyo & Moore
475 Goddard, Suite 200
Irvine, CA 92618
City Council 17 – 254 11/21/2023
City Council 17 – 255 11/21/2023

EXHIBIT A

SCOPE OF SERVICES
City Council 17 – 256 11/21/2023
City of Santa Ana RFP 23-123
Page A1-1
Appendix
ATTACHMENT 1

SCOPE OF WORK

CITY OF SANTA ANA

REQUEST FOR PROPOSALS
FOR

ON-CALL GEOTECHNICAL ENGINEERING SERVICES
RFP NO. 23-123
Introduction / Background
The City of Santa Ana intends to retain Geotechnical Engineering Consultants on an as-needed or “on-call” basis. A Professional Services Agreement will be entered into with several of the qualified firms/consultant(s) to provide geotechnical engineering services for a variety of projects on an on-call basis. On an on-call, as-needed basis, the selected firm(s) may be asked to provide professional services on specific, project-by-project basis, based on an agreed-upon specific scope of services and fees.

In general, work consists of general geotechnical engineering services for Public Works Projects and or related to City facilities. The funding sources for each project may vary for each project/task order assignment shall comply with the funding agency’s requirements.

The consultant shall be able to assist the City through this contract to provide the necessary services. The consultant shall utilize in-house staff and/or sub-consultants to complete the assignments to meet the City standards. For specialized work for which the prime consultant shall require a sub-consultant, the prime consultant shall serve as an administrative liaison between the City and the sub-consultant.

Prime consultant mark-ups for sub-consultant work will not be allowed.

All proposals, plans, drawings, specifications, estimates, grant applications, and/or studies will be subject to the final approval and satisfaction of the City of Santa Ana.

Scope of Services
On as needed basis, the selected firm/s shall provide the City with the following services as described herein.

The consulting firm/s are responsible for any damage to utilities during the locating efforts.

The consulting firm/s selected for these services shall demonstrate the ability and experience in the following types or work and not limited to:
• Soil Classification and Analysis
• Material Testing
• Ground Water- Dewatering and Seepage Control Analysis • Seismic Stability
• Soil Liquefaction
City Council 17 – 257 11/21/2023
City of Santa Ana RFP 23-123
Page A1-2
• Slope Stability and Protection
• Construction Inspection
• Open and Braced Excavations (shallow)
• Grading and Site Clearing
• Pavement Design
• Foundation Design
• Retaining Structures- submerged and partially submerged • Fill Compaction
• Special Inspections
• Subsurface Geotechnical Investigation
• Infiltration Testing
The Consultant/s shall also provide services such as: field exploration, laboratory testing and instrumentation. If there are any exceptions to the core of requested services, proposers shall list said exceptions in their proposal (matrix form). For specialized work for which the prime consultant shall require a sub-consultant, the prime consultant shall serve as an administrative liaison between the City and the sub-consultant. The selected consultants must have the expertise, experience, and demonstrated resources available to perform the work described in this RFP.

General Requirements and Project Deliverables
The Consultant’s services for the project preparation, special studies/investigations shall include and in be in conformance with the latest editions of the following: The City of Santa Ana Municipal Code (SAMC), professional Standards established by the City, and or federal, state and local guidelines established in the project.

The Consultant shall have complete responsibility for the accuracy and completeness of all documents and plans prepared. The plans will be reviewed by the City of Santa Ana for conformity with the requirements of the Agreement. Reviews by the City of Santa Ana do NOT include detailed review or checking of design or the accuracy with which such designs are depicted in the documents and the plans. The documents and plans furnished under the Agreement shall be of a quality acceptable to the City of Santa Ana. The criteria for acceptance shall be a product of neat appearance, well organized, technically and grammatically correct, checked, and dated and having the maker and checker identified.

The Consultant shall have project management control procedures in effect during the entire time work is being performed under the Agreement. This task shall include the following:
• Project Management Plan- the consultant shall provide a detail management plan including information and coordination with other agencies to ensure compliance and completion of the tasks. This plan shall include all milestones and task breakdown for each of the tasks and subtasks included therein. The project management shall be submitted to the Project Manager for review and within 15 calendar days of the issued Notice to Proceed • Deliverables
• Quality Control/Quality Assurance (QA/QC) Plan
• Project Schedule/Invoicing
• Project Correspondence
City Council 17 – 258 11/21/2023
City of Santa Ana RFP 23-123
Page A1-3
In case of conflict, ambiguities, discrepancies, errors, or omissions, the consultant shall submit the matter to the City for clarification.

However, work tasks may include studies or a variety of engineering tasks. If requested by the City, the Consultant shall provide a Work Plan which includes a detailed schedule of the assigned project prior to the issuance of Notice to Proceed and/or Task Order. Specific Task Orders with Notices to Proceed (“NTPs”) will be provided for project(s) at the discretion of the City. Work required per Task Order shall comply with the Scope of Services and additional provisions in each Task Order and this agreement.

The following services/items shall include, but are not be limited to:

1. Research existing records of utility companies and agencies and coordinate with the involved parties.

2. City may opt to receive only PDF versions of the plans, reports, and studies for reviewing purposes. If so, the Consultant team will provided plans and/or specifications accordingly.

3. The Consultant shall monitor the project progress, maintain project files, and control the quality of the work performed by in-house staff and/or sub-consultants. Incomplete (not meeting targeted completion) or poor quality work will not be accepted. The Consultant shall revise the documents within a revised schedule set by the City, which may require overtime.

No additional compensation necessary for the consultant to complete this work to the satisfaction of the City shall be approved by the City for the required revisions. It is the responsibility of the Consultant to produce a professional-level quality of work product.

4. If included in the on-call project scope, attend meetings with the City staff as required.

5. If included in the on-call project scope, the Consultant shall coordinate permits and any other issues with the City, other Agencies, and all utility companies as required. At the direction of the City, the Consultant shall be the liaison with affected agencies.

6. If included in the on-call project scope, the Consultant shall be responsible for reviewing and approving addenda and clarifications.

All information regarding the plans and specifications and or documentation related to the project and approved by the City, will then become property of the City.

A more detailed scope of work will be provided when/if a specific project or Task Order proposal is requested of a consultant. All tasks orders shall include the staff title, hours, hourly rate and totals as related to the project.

Project Schedule and Progress:

Progress review meetings shall be held at intervals deemed appropriate by the City. The Consultant shall furnish two copies of all completed work or partially completed update/status since the last progress review meeting. Progress reports shall be submitted monthly in electronic format indicating achievements and project schedule progress.

City Council 17 – 259 11/21/2023
City of Santa Ana RFP 23-123
Page A1-4
City Responsibilities:

The City will provide information in its possession relevant to the preparation of the required information in the RFP. The City will provide only the staff assistance and the documentation specifically in referred to herein.
• Furnish scope of work and provide general direction as needed for the assigned project • All reporting and coordination within the City
• Advertise, award, and administer of construction contract • Electronic files (sample plans & specifications, City of Santa Ana’s CADD Standards) • Electronic files for title sheets and sheet borders
• Facilitate meeting space and coordination and City facilities Fee Proposal:

In addition to Section IV.B.3 (Submittal Requirements: Fee Proposal) fee schedule shall be structured as follows:

The fee proposal shall include the firm’s standard hourly fee schedule, and/or project fee schedule where applicable and as outlined in this this documents. A list of all positions and hourly rates required to perform the services described herein. A more detailed scope of work will be provided when/if a specific project or Task Order proposal is requested of a consultant.

Other Terms and Conditions:

1. The project will be implemented in compliance with the City of Santa Ana’s policies, as well as Prevailing Wages and State/Federal Requirements.

2. The City regards the inclusion of California based designs, engineering, and construction professionals, facilities, and services as part of the Team to be highly desirable, but not mandatory.

3. The City reserves the right to amend this Request for Proposal by addendum prior to the final dates of submission.

4. All reports, proposals, or other data or materials which are submitted shall become the sole property of the City of Santa Ana with the exception of the confidential Financial Capacity information and sealed fee proposals which will be returned to all proposers after award of contract to the selected Team.

5. All products used or developed in the execution of any contract resulting from this request will remain in the public domain at the completion of this project.

6. The City has an affirmative action program. The purpose of the affirmative action program is to encourage certified minority business enterprises and women business enterprises. All submitting firms must have established affirmative action programs approvable by the City.

During the RFP stage, all firms will need to complete a “Certification of Non-Discrimination by Contractors” for each firm on their team.

City Council 17 – 260 11/21/2023

EXHIBIT B
CONSULTANT’S PROPOSAL
City Council 17 – 261 11/21/2023
Proposal to Provide
On-Call Geotechnical Engineering Services
City of Santa Ana / RFP No.: 23-123
August 28, 2023
+
ninyoandmoore.com
P04-04193
Original
City Council 17 – 262 11/21/2023
Statement of
Qualifications
1 City Council 17 – 263 11/21/2023
August 28, 2023
Proposal No. 04-04193
City of Santa Ana
Public Works Agency
20 Civic Center Plaza, M-36
Santa Ana, California 92701
Attn: Mr. Gilbert Castillo, Project Manager
Subject: Proposal to Provide Geotechnical Engineering Services City of Santa Ana Public Works Agency
RFP No. 23-123
Dear Mr. Castillo:

Ninyo & Moore Geotechnical and Environmental Sciences Consultants (Ninyo & Moore), a California corporation, appreciates your consideration of our proposal to provide the City of Santa Ana (City) with Geotechnical Engineering services in response to the City’s Request for Proposal (RFP) issued August 2, 2023. We understand that our services will be performed on an on-call or as-needed basis. We fully understand the type of services the City requires, and are ready to meet your needs by making available a dedicated team of professionals who have the requisite experience and resources to successfully complete task assignments.

Ninyo & Moore has provided previous geotechnical, special inspection, and materials testing services for the City on an as-needed/on-call basis and will continue to utilize our effective project management approach.

We emphasize that the opportunity to provide services to the City of Santa Ana Public Works Agency is of great importance to us. We are fully prepared to make every possible commitment needed for successful and timely completion of task orders assigned to us.

As the contact person who is authorized to make legally binding commitments for Ninyo & Moore, Mr.

Garreth Saiki, PE, GE, Principal Engineer, will be readily available and can be reached at our Irvine office, 475 Goddard, Suite 200, Irvine, California 92618; by phone, (949) 753-7070, extension 12231; and/or by email [email protected], to answer any questions during your evaluation period. We look forward to the opportunity to discuss our capabilities with you personally. Ninyo & Moore appreciates the City’s favorable consideration of our proposal.

Sincerely,

NINYO & MOORE
Garreth Saiki, PE, GE
Principal Engineer
GMS/klb
Distribution: (6) 5 hard copies, 1 upload to PlanetBids 475 Goddard, Suite 200 | Irvine, California 92618 | p. 949.753.7070 | www.ninyoandmoore.com a Cover Letter
01 | Statement of Qualifications
City Council 17 – 264 11/21/2023
Ninyo & Moore | City of Santa Ana On-Call Geotechnical Engineering RFP No. 23-123 | P04-04193 | August 28, 2023 2 Ninyo & Moore has reviewed the provisions of the sample Agreement contained in Attachment 2 of the RFP, and we concur with the contract terms outlined. Ninyo & Moore understands that services performed under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field.

Firm Profile
Ninyo & Moore Geotechnical and Environmental Sciences Consultants, a California Corporation, was established in 1986 to provide consulting services in geotechnical engineering, construction inspection and testing, engineering geology, hydrogeology, hazardous waste remediation and environmental assessment. Since our inception, we have steadily grown to over 550 professionals in 15 offices throughout the southwestern United States.

Ninyo & Moore has the equipment and trained personnel to perform the required geotechnical and materials laboratory testing services in-house, in one of our three fully-equipped, certified geotechnical and construction materials laboratory facilities in southern California. Our laboratories are supervised by registered engineers and are certified by the City of Los Angeles, Caltrans, California Division of the State Architect (DSA), American Association of State Highway and Transportation Officials (AASHTO), Cement and Concrete Reference Laboratories (CCRL), the U.S. Army Corps of Engineers, and other regulatory agencies. As part of our laboratory accreditation, we have written quality control procedures for laboratory testing, which includes training and certification of both our laboratory personnel and testing equipment. Laboratory testing for task orders issued under the proposed on-call contract will be performed in our local Irvine (Orange County) laboratory.

For over 30 years, Ninyo & Moore has become a specialist in providing on-call services for public agencies. We have developed a management approach that enables us to provide our clients with responsive, efficient, and cost effective services utilizing master agreement/on-call con-tracts with specific task order work assignment authorizations. The success of our approach is demonstrated through our long list of successful public agency on-call services contracts and the continued renewal of these contracts. We will utilize the project management approach we have developed over the years to provide the City of Santa Ana with responsive service by qualified and certified personnel that will be supported by inhouse technical expertise and equipment resources.

Contract Agreement
Statement b
Firm and Team
Experience c
Public Agency
Clients
City of Santa Ana
City of Brea
City of Yorba Linda
City of Diamond Bar
City of Newport Beach
City of Irvine
City of Rancho Santa Margarita
City of Los Angeles
City of Santa Monica
City of Long Beach
County of Orange
County of San Bernardino
County of Riverside
John Wayne Airport
Los Angeles World Airports
Long Beach Airport
Orange County Transportation
Authority
San Bernardino County
Transportation Authority
Riverside County Transportation
Commission
Port of Los Angeles
Port of Long Beach
Inland Empire Utilities Agency
Orange County Sanitation District
Santa Ana Unified School District
Anaheim Elementary School
District
Irvine Unified School District
Los Angeles Unified School
District
TAX 33-0269828
“S” Ninyo & Moore is an “S”
Corporation
550 employees firm-wide
01 | Statement of Qualifications
CA
p. 949.753.7070
f. 949.753.7071
City Council 17 – 265 11/21/2023
Ninyo & Moore | City of Santa Ana On-Call Geotechnical Engineering RFP No. 23-123 | P04-04193 | August 28, 2023 3 01 | Statement of Qualifications
Project Team
Mr. Rajindra Handapangoda, PE, GE, will serve as Project Manager/Principal Agent for this on-call contract and will be responsible for ensuring that each task order assigned to us is performed in accordance with the contractual obligations. Mr. Handapangoda will be responsible for managing this on-call contract utilizing our on-call management approach. He will be responsible for the performance of each assigned task order and will provide supervision of our engineering and field staff to ensure that the work performed meets the City’s requirements for schedule, content, and budget. If for some unforeseen reason he is not available, Mr.

Garreth Saiki, PE, GE, our Principal-in-Charge, will step in his place and assume the responsibilities. He has personally managed on-call contracts Ninyo & Moore was awarded throughout Orange County. Mr. Saiki will be responsible to ensure that Mr. Handapangoda has all the resources necessary to complete task order work assigned to us and that our services meet or exceed our City’s expectations. The following organization table provides information of our key staff and their availability for this contract. Complete resumes are included in Appendix A.

Team/Member Role Registrations/Certifications Years Exp. Availability Rajindra Handapangoda
PE, GE
Project Manager/Principal
Agent
PE 73171 (California)
GE 2998 (California)
17 75%
Garreth Saiki, PE, GE
Principal-in Charge
PE 49665 (California)
GE 2509 (California)
Nuclear Gauge Operator Certification
37 65%
Michael Putt, PG, CEG
Task Manager/
Engineering Geology
PG 7581 (California)
CEG 2341 (California)
Radiological Safety and Gauge Use
Certification, 1997
27 75%
Andy Rodriguez
Task Manager/Field
Operations
Radiation (Nuclear Gauge)
User Safety
25 75%
Daniel Chu, PhD, PE, GE
Technical Advisor/
Geotechnical Engineering
PG 7581 (California)
CEG 2341 (California)
Radiological Safety and Gauge Use
Certification, 1997
40 35%
Ninyo & Moore has provided innovative
solutions to complex geotechnical and
environmental challenges.

City Council 17 – 266 11/21/2023
Ninyo & Moore | City of Santa Ana On-Call Geotechnical Engineering RFP No. 23-123 | P04-04193 | August 28, 2023 4 Field Technicians and Inspectors
Ninyo & Moore’s field staff is highly experienced and qualified to provide testing and inspection services for an extensive range of project requirements. Ninyo & Moore’s field and laboratory technicians maintain certifications from the City of Los Angeles, American Concrete Institute (ACI), American Welding Society (AWS), Caltrans, State of California Division of the State Architect (DSA), International Code Council (ICC), Occupational Safety and Health Administration (OSHA), United States Department of Transportation (USDOT), as well as other regulatory agencies. They possess a working knowledge of the requirements and procedures as specified by these agencies. Our field technicians are extensively experienced at providing geotechnical soils and materials testing services for construction projects. The following table is a sampling of field personnel and their certifications that are available to work on this project.

Team Member Role Registrations/Certifications Years
Exp
Steven Eck Senior Field
Technician
ACI, ICC, LADBS, OSHA, USDOT HAZMat 43
Mohammad
Haque
Senior Field
Technician
ACI, ICC, LADBS, OSHA, USDOT HAZMat 32
Robert Ritter Special Inspector ACI, AWS, ICC 31
Lincoln Linn Senior Field
Technician
ACI, ICC, OSHA, USDOT HAZMat 31
Randy Engel Senior Field
Technician
ACI, BNSF, CALTRANS, USDOT HAZMat 29
Hector Heredia Senior Laboratory
Technician
AASHTO, ACI, CALTRANS 24
Vance Hunter Senior Field
Technician
ACI, CALTRANS, eRailSafe, OSHA, USDOT
HAZMat
24 Steven Moudy Senior Field
Technician
ACI, USDOT HAZMat 23
Joe Levario Senior Field
Technician
ACI, BNSF, CALTRANS, eRailSafe, OSHA, USDOT
HAZMat
19 James Dalgity Laboratory Manager ACI, CALTRANS, USDOT HAZMat 18 Matthew Puraty Senior Field
Technician
ACI , CALTRANS, OSHA, USDOT HAZMat 18
Matthew Jacobs Senior Field
Technician
ACI, ICC, LADBS, FRP, OSHA, USDOT HAZMat 17
Ryan Villasenor Senior Field
Technician
ACI, ICC, OSHA, TWIC, USDOT HAZMat 14
Steven Almond Senior Field
Technician
ACI, OSHA, USDOT HAZMat 13
Wilkins Cobian Senior Field
Technician
ACI, BNSF, CALTRANS, USDOT HAZMat 13
Paul Medina Special Inspector ACI, ICC, LADBS, OSHA, USDOT HAZMat 10 01 | Statement of Qualifications
City Council 17 – 267 11/21/2023
5 01 | Statement of Qualifications
Ninyo & Moore | City of Santa Ana On-Call Geotechnical Engineering RFP No. 23-123 | P04-04193 | August 28, 2023 Ninyo & Moore will utilize the project management style and approach that we have successfully developed for past and current on-call contracts with public agencies. Throughout the contract duration, Mr. Rajindra Handapangoda, our proposed Project Manager and single point of contact for the City, will meet with the representative(s) of the City to discuss task order assignments, project concerns, permits required, anticipated services required for those projects and close-out requirements. Upon notification of a task order request, we will commence our services. Our approach to our geotechnical, materials testing and inspection services is described in the following flow chart.
d Understanding of Need
Request for
Proposal
• Ninyo & Moore project manager reviews RFP to prepare preliminary scope and level of effort.
• Ninyo & Moore project manager reviews preliminary scope and level of effort with the City.
• Ninyo & Moore finalizes and submits scope and fee estimate.

Task
Authorization
&
PreInvestigation
• City issues task authorization based on scope and fee estimate. • Acquisition of site access and applicable permits, if required. • Ninyo & Moore prepares work plan identifying key personnel/subcontractors performing the work and schedule of work.

Project
Management
• Each task order budget will be monitored in real-time (Deltek Vision). City notified at 50%, 75%, and 90% of TA budget. Budget amendment requests will be discussed with the City PM at the 75% mark and will be submitted (if warranted) at 90%.

Field
&
Laboratory
Services
• Perform a site reconnaissance to document site conditions and to locate and mark proposed exploratory locations.
• Locations to be cleared by Underground Service Alert and/or private utility locator.
• Drilling, sampling, and logging of small diameter borings or Cone Penetrometer Tests (CPT), test pits, and/or fault trenches in accordance with the RFP and TA. • Collecting representative samples from the exploratory locations. Samples will be transported to our in-house laboratory for testing.
• Performing laboratory testing in accordance with the applicable test methods (i.e., ASTM, AASHTO, Caltrans, etc.) to evaluate the geotechnical design parameters.
• During construction, perform geotechnical observation and testing or special inspection or materials sampling per request of City’s Project Inspector Data Analysis
&
Calculations
• Perform engineering analysis of field and laboratory data to evaluate design parameters, including but not limited to the following:
○ Excavation and Backfill
○ Liquefaction
○ Bearing Capacity
Final Report
• Prepare and submit a written report presenting the results of our background review, field exploration, laboratory testing, and engineering analysis, as well as our geotechnical conclusions and recommendations for the design and construction of the project.
• Complete and provide to the City the required closeout documentation Geotechnical Engineering Services
○ Settlement
○ Corrosion Potential
○ Pavement Design
1 2
3 4
5 6
City Council 17 – 268 11/21/2023
01 | Statement of Qualifications
e Relevant Project Experience
The following is a list of Ninyo & Moore’s relevant projects, successfully completed in the past five years by our staff that demonstrate our competence to perform work similar in scope and magnitude to that required for this project.

Project Name/Location Description Year
Completed Client Name/Contact Info
On-Call Geotechnical,
Special Inspection and
Materials Testing
Santa Ana, CA
On-call geotechnical, special
inspection and materials
testing services to the City of
Santa Ana for the Public Works
Agency’s Capital Improvement
Program
2020 City of Santa Ana
Victor So
(714) 667-2700
[email protected]
On-Call Geotechnical,
Engineering Geology and
Materials Testing Services
Irvine, CA
On-call geotechnical,
engineering geology, and
materials testing and deputy
inspection services, thirdparty review services, as
well as hazardous materials
assessments
2022 City of Irvine
Mr. Tom Polson
(949) 724-6367
[email protected]
On-Call Geotechnical and
Materials Testing Services
Yorba Linda, CA
On-call engineering,
geotechnical and materials
testing and deputy inspection,
as well as environmental
consulting services during
the various construction and
reconstruction type projects
2023 City of Yorba Linda
Mr. Rick Yee
(714) 961-7171
[email protected]
On-Call Geotechnical and
Materials Testing Services
Orange County, CA
On-call geotechnical and
materials testing services
during the various Orange
County Public Works and
Orange County Community
Resources construction and
reconstruction type projects
Ongoing County of Orange Public
Works
Mr. Ryan Rose
(714) 667-8876
[email protected].
com
On-Call Geotechnical
Consulting and Materials
Testing Services
Rancho Santa Margarita,
CA
On-call geotechnical
engineering consulting and
material testing services for
various City projects
Ongoing City of Rancho Santa
Margarita
Mr. Tri Nguyen
(949) 635-1813
[email protected]
Ninyo & Moore | City of Santa Ana On-Call Geotechnical Engineering RFP No. 23-123 | P04-04193 | August 28, 2023 6 City Council 17 – 269 11/21/2023 7 01 | Statement of Qualifications
Ninyo & Moore | City of Santa Ana On-Call Geotechnical Engineering RFP No. 23-123 | P04-04193 | August 28, 2023 f Agreement Terms
Ninyo & Moore has reviewed the City’s RFP Master Service Agreement and is willing to comply with the Agreement terms.
g References
The following are three (3) public agency contacts that can attest to the quality Ninyo & Moore’s services and work product. For these agencies and client references, we are currently providing or have provided similar geotechnical engineering services within the past five years.

Mr. Ryan Rose
County of Orange Public Works
601 North Ross Street
Santa Ana, CA 92701-5000
[email protected]
Ms. Stephanie GunawanPiraner
John Wayne Airport
3160 Airway Avenue
Costa Mesa, CA 92626
[email protected]
Mr. Rick Yee
City of Yorba Linda
4845 Casa Loma Avenue
Yorba Linda, CA 92886
COMMITMENT [email protected]

QUALITY

EXPERIENCE
City Council 17 – 270 11/21/2023
Scope of Services
and Schedule
2 City Council 17 – 271 11/21/2023
Ninyo & Moore | City of Santa Ana On-Call Geotechnical Engineering RFP No. 23-123 | P04-04193 | August 28, 2023 8 02 | Scope of Services and Schedule
Geotechnical Design
• Project coordination, including meeting with the representatives of the Agency and their design team to discuss our scope of work.
• Review of preliminary project plans, geologic and seismic hazard maps, and readily available geotechnical reports to evaluate possible geologic hazards that may impact the proposed construction. • Acquisition of permits necessary to proceed with our subsurface evaluation. • Geotechnical site reconnaissance to document the site conditions and to select and mark the proposed excavation locations for underground utility location.
• Drilling, sampling, and logging of small-diameter and/or large-diameter exploratory borings and/or excavation of exploratory test pits. The depths of the excavations will depend on the details of the proposed project and site location. Traffic control will be performed, as appropriate, in general accordance with the W.A.T.C.H. manual.
• Laboratory testing of representative soil samples to evaluate the soil characteristics. Laboratory testing may include in-situ moisture and dry density, gradation, maximum density and optimum moisture content, consolidation and expansion potential, expansion index, consolidation, shear strength, corrosivity and sulfate content, and R-value testing.
• Data compilation and geotechnical analysis of field and laboratory data. Our analyses will address the following:
◦ Suitability of the site for the proposed construction from a geotechnical perspective. ◦ Description of the site geology and on-site soils anticipated during construction, including an evaluation of geologic hazards that might be present at the site. ◦ Evaluation of slope stability under static and seismic conditions. ◦ Excavation and compaction requirements, including suitability of the on-site soils for use as fill and/ or trench backfill.
◦ Analysis of the temporary stability of the trench excavations and shoring pressures, including allowable lateral earth pressures and allowable passive pressures for proposed trenches, as appropriate.
◦ Evaluation of the depth to the groundwater table and potential areas of dewatering, as appropriate. ◦ Evaluation of potential settlement.
◦ Evaluation of the potential for liquefaction.
◦ Evaluation of the corrosion potential of the on-site soils. ◦ Evaluation of pavement design for the proposed roadway sections, as applicable.

Scope of Services
Based on our review of the City’s RFP, we understand that our services will include as-requested geotechnical engineering services for various types of projects located throughout the City of Santa Ana. The RFP indicates that the projects may include street pavement, traffic signals, underground utilities, buildings and park improvements. The anticipated scope of work includes inspection and testing for construction involving grading, soils, base material, reinforced concrete and masonry, asphalt concrete, structural steel, and painting. Ninyo & Moore can provide the anticipated services in the RFP. Our services will be performed in accordance with applicable laws of the State of California and the requirements of the City of Santa Ana guidelines and ordinances, OSHA Construction Industry Standards, California Code of Regulations, South Coast Air Quality Management District Regulations, and other applicable codes. Testing will be performed in accordance with the latest addition of the Standard Specifications for Public Works Construction (“Greenbook”), Caltrans, ASTM and applicable standard test methods.

We have included a scope of services for soils and materials testing and special inspections. Site specific scopes of work will be developed for each specific project assignment. Example scopes are provided below.

City Council 17 – 272 11/21/2023
9 02 | Scope of Services and Schedule
Ninyo & Moore | City of Santa Ana On-Call Geotechnical Engineering RFP No. 23-123 | P04-04193 | August 28, 2023 • Preparation of a written report presenting the results of our field exploration, laboratory testing, and engineering analyses, as well as our conclusions and recommendations relative to the geotechnical aspects of project design and construction.
• Upon substantial completion of the project plans and specifications, Ninyo & Moore can perform a geotechnical and geologic plan review to evaluate whether the conclusions and recommendations presented in our report were correctly interpreted and incorporated into the project plans and specifications. These services can be performed if requested and authorized.

Soils and Materials Testing & Special Inspection Services Our soils and materials testing and inspection services may include the following, depending on the requirements of the specific task order assignment:
• Project coordination and client liaison, including scheduling of personnel to provide observation and materials testing services and meeting attendance.
• Review of readily available background materials pertaining to the site, including geotechnical reports, project plans, and specifications.
• Attendance at pre-construction and field meetings as requested by the client. • On-site soil and materials testing and inspection during construction on an as-requested basis. Our inspection services will be performed in accordance with the applicable building codes requirements project’s plans and specifications. Our soils and materials testing and inspection services can include the following:
◦ Field observation and inspection during foundation construction, including observation of footing excavations, pier drilling, pile driving, as appropriate. ◦ Field observation, documentation and testing during the earthwork operations. Our services will include observation and field density testing of compacted fill, including embankment fill, structure and wall backfill, utility trench backfill, subgrade, aggregate subbase, aggregate base, materials. ◦ Field sampling and in-place density testing will be performed during asphalt pavement construction.

Asphalt production plant inspection and sampling will be performed to evaluate conformance with project specifications. Laboratory testing of raw aggregate and completed mix samples will include sieve analysis, sand equivalent, percent asphalt, film stripping, CKE, swell, and maximum density per the Construction Manual and project specifications. ◦ Field sampling and testing of concrete structures and paving during construction. Our field testing services will include sampling of concrete, and evaluating the temperature, penetration, air content, and unit weight. Concrete cylinders will be cast during concrete placement for structures and will be transported to our laboratory for compressive strength testing. Concrete beams will be cast during concrete paving and transported to our laboratory for flexural strength testing. Concrete batch plant inspection and sampling will be performed to obtain raw aggregate samples for acceptance testing and to evaluate the batch plant operation for conformance with project specifications. Laboratory testing of aggregate samples will include sieve analysis, sand equivalent, and cleanness value per the Construction Manual, Standard Specifications, and project Special Provisions. Further, specialized tests, such as L.A. rattler, durability index, specific gravity, etc., will be performed upon request by the Resident Engineer.
◦ Field inspection of the construction materials, both during fabrication/ erection/construction and after construction completion (finish project inspections) performed by inspectors registered with the County of Orange and other agencies (ICC, AWS-CWI). Inspections may include:
▪ Reinforced concrete, including foundations, cast-in-place concrete structures, and miscellaneous concrete construction.
▪ Structural masonry, including retaining walls, sound walls, building and site walls. ◦ Onsite and fabrication shop welding and bolting of structural steel. ◦ Non-Destructive Testing (ultrasonic, magnetic particle and dye penetrant) ◦ Roofing, painting and coating
City Council 17 – 273 11/21/2023
10 02 | Scope of Services and Schedule
Ninyo & Moore | City of Santa Ana On-Call Geotechnical Engineering RFP No. 23-123 | P04-04193 | August 28, 2023 • Laboratory testing on collected construction material samples in accordance with the appropriate California Test, AASHTO, and ASTM test methods and utilizing our Caltrans and AASTHO certified laboratories. Laboratory testing may include maximum dry density and optimum moisture content of the soils to be placed as fill or backfill; compressive strength testing of the concrete, and conformance testing (including sieve analyses, sand equivalent, R-value, cleanness value and durability tests) on the proposed aggregate subbase, aggregate base, asphalt concrete, and concrete pavement. Testing will be performed at frequencies re-quired by the Caltrans Construction Manual and/or applicable project specifications.
• Preparation of daily reports and other memoranda to summarize the field operations and test results.

Our reports will include the information required by the review agencies. • Preparation of a final report summarizing the results of our field and laboratory test results, including final report on grading and certification of compliance Schedule
Ninyo & Moore is committed to providing prompt, efficient, and high quality geotechnical and materials testing and inspection services throughout contract duration. As one of the largest geotechnical and geologic engineering firms in southern California, Ninyo & Moore has the personnel and resources available to complete the requested task order services in accordance with the City’s requirements.

For each task order request, we will provided a detailed staffing and resources management plan which will identify specific tasks and the level of effort required for the services required for the specific request. Ninyo & Moore’s personnel are fully committed to this contract. We also have a commitment from our subconsultant team that the necessary staff will be 100% available to perform the required work at the time the task order is assigned.

We have developed an effective on-call management system that allows us to successfully handle multiple task orders concurrently. Our ability to provide consistent and cost-effective consulting services for task order based contracts is a result of our many years of experience in refining our on-call management process. The core of this process is our highly experienced and qualified staff of professionals that are available to begin work on requested task orders.
“ With the high quality professional
services that Ninyo & Moore provided,
I am pleased to have worked with
them and highly recommend the firm
for geotechnical design, construction
support and materials testing/inspection
services. It was a pleasure working with
such high caliber professionals. They
truly are a world-class team.”
- Hugo Piñeda
Sr. Project Manager
OC Public Works
City Council 17 – 274 11/21/2023
3 Fee Proposal
City Council 17 – 275 11/21/2023
03 | Fee Proposal
Ninyo & Moore | City of Santa Ana On-Call Geotechnical Engineering RFP No. 23-123 | P04-04193 | August 28, 2023 Fee Proposal
As requested in the RFP, we are providing our Fee Proposal in a separate, sealed envelope. Our proposed billing rates are valid throughout the first fiscal year of the contract, from November 19, 2023 through November 18, 2026.

COST SAVINGS
Our approach will often
include recommendations
that provide cost saving
solutions for our clients

INNOVATIVE IDEAS
We often encounter projects
where we need to think
“outside” the box and provide
innovative or advanced
technologies to resolve
project challenges

STRATEGY
Our team of professionals
will evaluate each project
element to determine the
best value approach
GOAL
The ultimate goal is the on
time, and within budget
completion of every project
performed to the total
satisfaction of the client
City Council 17 – 276 11/21/2023
4 Certifications
City Council 17 – 277 11/21/2023
04 | Certifications
Ninyo & Moore | City of Santa Ana On-Call Geotechnical Engineering RFP No. 23-123 | P04-04193 | August 28, 2023 City Council 17 – 278 11/21/2023 2 04 | Certifications
Ninyo & Moore | City of Santa Ana On-Call Geotechnical Engineering RFP No. 23-123 | P04-04193 | August 28, 2023 City Council 17 – 279 11/21/2023 04 | Certifications
Ninyo & Moore | City of Santa Ana On-Call Geotechnical Engineering RFP No. 23-123 | P04-04193 | August 28, 2023 City of Santa Ana RFP 23-123
Page A3-2
Appendix
ATTACHMENT 3-2: NON-LOBBYING CERTIFICATION

CERTIFICATIONS
The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that:

1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.

2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a “Disclosure of Lobbying Activities”.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly.

Firm
Signed and Printed Name:

Title
Date
Ninyo & Moore Geotechnical and Environmental Sciences Consultants Principal Engineer
August 28, 2023
City Council 17 – 280 11/21/2023
04 | Certifications
Ninyo & Moore | City of Santa Ana On-Call Geotechnical Engineering RFP No. 23-123 | P04-04193 | August 28, 2023 City of Santa Ana RFP 23-123
Page A3-4
by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a sub-consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States.

8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended,
No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter.

Signed:

Title:

Firm:

Date:

EXHIBIT C

COMPENSATION
Consultant’s Fee Proposal including hourly rates, if applicable City Council 17 – 283 11/21/2023
Ninyo & Moore | City of Santa Ana On-Call Geotechnical Engineering RFP No. 23-123 | P04-04193 | August 28, 2023 CA16 Schedule of Fees
Hourly Charges for Personnel
Professional Staff
Principal Engineer/Geologist/Environmental Scientist/Certified Industrial Hygienist.............................................. $ 250 Senior Engineer/Geologist/Environmental Scientist ............................................................................................... $ 235 Senior Project Engineer/Geologist/Environmental Scientist................................................................................... $ 220 Project Engineer/Geologist/Environmental Scientist............................................................................................... $ 210 Senior Staff Engineer/Geologist/Environmental Scientist....................................................................................... $ 200 Staff Engineer/Geologist/Environmental Scientist................................................................................................... $ 180 GIS Analyst .............................................................................................................................................................. $ 160 Technical Illustrator/CAD Operator.......................................................................................................................... $ 140 Field Staff
Certified Asbestos/Lead Technician........................................................................................................................ $ 220 Field Operations Manager....................................................................................................................................... $ 150 Nondestructive Examination Technician (UT, MT, LP)........................................................................................... $ 145 Supervisory Technician ........................................................................................................................................... $ 140 Special Inspector (Concrete, Masonry, Structural Steel, Welding, and Fireproofing)............................................ $ 135 Senior Technician.................................................................................................................................................... $ 135 Technician................................................................................................................................................................ $ 130 Administrative Staff
Information Specialist .............................................................................................................................................. $ 120 Geotechnical/Environmental/Laboratory Assistant ................................................................................................. $ 120 Data Processor........................................................................................................................................................ $ 95 Other Charges
Concrete Coring Equipment (includes technician).............................................................................................. $ 190/hr Anchor Load Test Equipment (includes technician) ........................................................................................... $ 190/hr GPR Equipment................................................................................................................................................... $ 180/hr Inclinometer......................................................................................................................................................... $ 100/hr Hand Auger Equipment....................................................................................................................................... $ 80/hr Rebar Locator (Pachometer)............................................................................................................................... $ 25/hr Vapor Emission Kit .............................................................................................................................................. $ 65/kit Nuclear Density Gauge ....................................................................................................................................... $ 12/hr X-Ray Fluorescence............................................................................................................................................ $ 70/hr PID/FID................................................................................................................................................................ $ 25/hr Air Sampling Pump.............................................................................................................................................. $ 10/hr Field Vehicle ........................................................................................................................................................ $ 15/hr Expert Witness Testimony................................................................................................................................... $ 450/hr Direct Expenses .................................................................................................................................... Cost plus 15 % Special equipment charges will be provided upon request.

Notes
For field and laboratory technicians and special inspectors, overtime rates at 1.5 times the regular rates will be charged for work performed in excess of 8 hours in one day Monday through Friday and all day on Saturday. Rates at twice the regular rates will be charged for all work in excess of 12 hours in one day, all day Sunday and on holidays.

Field technician and special inspection hours are charged at a 4-hour minimum, and 8-hour minimum for hours exceeding 4 hours.

Invoices are payable upon receipt. A service charge of 1.5 percent per month may be charged on accounts not paid within 30 days.

Our rates will be adjusted in conjunction with the increase in the Prevailing Wage Determination during the life of the project, as applicable.

The terms and conditions are included in Ninyo & Moore’s Work Authorization and Agreement form.

City Council 17 – 284 11/21/2023
Ninyo & Moore | 2021 Laboratory Testing
Schedule of Fees for Laboratory Testing

SOILS CONCRETE
Atterberg Limits, D 4318, CT 204..............................................................$ 170 Compression Tests, 6x12 Cylinder, C 39 ...................................................$ 35 California Bearing Ratio (CBR), D 1883....................................................$ 550 Concrete Mix Design Review, Job Spec.....................................................$ 300 Chloride and Sulfate Content, CT 417 & CT 422 .....................................$ 175 Concrete Mix Design, per Trial Batch, 6 cylinder, ACI...............................$ 850 Consolidation, D 2435, CT 219..................................................................$ 300 Concrete Cores, Compression (excludes sampling), C 42 .......................$ 120 Consolidation, Hydro-Collapse only, D 2435............................................$ 150 Drying Shrinkage, C 157..............................................................................$ 400 Consolidation – Time Rate, D 2435, CT 219............................................$ 200 Flexural Test, C 78 .......................................................................................$ 85 Direct Shear – Remolded, D 3080 ............................................................$ 350 Flexural Test, C 293.....................................................................................$ 85 Direct Shear – Undisturbed, D 3080 .........................................................$ 300 Flexural Test, CT 523...................................................................................$ 95 Durability Index, CT 229.............................................................................$ 175 Gunite/Shotcrete, Panels, 3 cut cores per panel and test, ACI................$ 275 Expansion Index, D 4829, IBC 18-3..........................................................$ 190 Lightweight Concrete Fill, Compression, C 495 .........................................$ 80 Expansion Potential (Method A), D 4546..................................................$ 170 Petrographic Analysis, C 856 ......................................................................$ 2,000 Geofabric Tensile and Elongation Test, D 4632.......................................$ 200 Restrained Expansion of Shrinkage Compensation ..................................$ 450 Hydraulic Conductivity, D 5084..................................................................$ 350 Splitting Tensile Strength, C 496.................................................................$ 100 Hydrometer Analysis, D 6913, CT 203......................................................$ 220 3x6 Grout, (CLSM), C 39 .............................................................................$ 55 Moisture, Ash, & Organic Matter of Peat/Organic Soils...........................$ 120 2x2x2 Non-Shrink Grout, C 109 .................................................................$ 55 Moisture Only, D 2216, CT 226.................................................................$ 35 Moisture and Density, D 2937 ...................................................................$ 45 ASPHALT Permeability, CH, D 2434, CT 220............................................................$ 300 Air Voids, T 269 ............................................................................................$ 85 pH and Resistivity, CT 643.........................................................................$ 175 Asphalt Mix Design, Caltrans (incl. Aggregate Quality).............................$ 4,500 Proctor Density D1557, D 698, CT 216, AASHTO T-180........................$ 220 Asphalt Mix Design Review, Job Spec .......................................................$ 180 Proctor Density with Rock Correction D 1557 ..........................................$ 340 Dust Proportioning, CT LP-4........................................................................$ 85 R-value, D 2844, CT 301 ...........................................................................$ 375 Extraction, % Asphalt, including Gradation, D 2172, CT 382....................$ 250 Sand Equivalent, D 2419, CT 217.............................................................$ 125 Extraction, % Asphalt without Gradation, D 2172, CT 382........................$ 150 Sieve Analysis, D 6913, CT 202................................................................$ 145 Film Stripping, CT 302..................................................................................$ 120 Sieve Analysis, 200 Wash, D 1140, CT 202.............................................$ 100 Hveem Stability and Unit Weight D 1560, T 246, CT 366 .........................$ 225 Specific Gravity, D 854...............................................................................$ 125 Marshall Stability, Flow and Unit Weight, T 245.........................................$ 240 Thermal Resistivity (ASTM 5334, IEEE 442)............................................$ 925 Maximum Theoretical Unit Weight, D 2041, CT 309..................................$ 150 Triaxial Shear, C.D, D 4767, T 297 ...........................................................$ 550 Moisture Content, CT 370............................................................................$ 95 Triaxial Shear, C.U., w/pore pressure, D 4767, T 2297 per pt ................$ 450 Moisture Susceptibility and Tensile Stress Ratio, T 238, CT 371 .............$ 1,000 Triaxial Shear, C.U., w/o pore pressure, D 4767, T 2297 per pt ........................$ 350 Slurry Wet Track Abrasion, D 3910.............................................................$ 150 Triaxial Shear, U.U., D 2850......................................................................$ 250 Superpave, Asphalt Mix Verification (incl. Aggregate Quality)..................$ 4,900 Unconfined Compression, D 2166, T 208.................................................$ 180 Superpave, Gyratory Unit Wt., T 312..........................................................$ 100 Superpave, Hamburg Wheel, 20,000 passes, T 324.................................$ 1,000 MASONRY Unit Weight sample or core, D 2726, CT 308.............................................$ 100 Brick Absorption, 24-hour submersion, 5-hr boiling, 7-day, C 67............$ 70 Voids in Mineral Aggregate, (VMA) CT LP-2..............................................$ 90 Brick Compression Test, C 67...................................................................$ 55 Voids filled with Asphalt, (VFA) CT LP-3 ....................................................$ 90 Brick Efflorescence, C 67...........................................................................$ 55 Wax Density, D 1188................................................................................... $ 140 Brick Modulus of Rupture, C 67.................................................................$ 50 Brick Moisture as received, C 67...............................................................$ 45 AGGREGATES Brick Saturation Coefficient, C 67..............................................................$ 60 Clay Lumps and Friable Particles, C 142....................................................$ 180 Concrete Block Compression Test, 8x8x16, C 140 .................................$ 70 Cleanness Value, CT 227............................................................................$ 180 Concrete Block Conformance Package, C 90..........................................$ 500 Crushed Particles, CT 205...........................................................................$ 175 Concrete Block Linear Shrinkage, C 426..................................................$ 200 Durability, Coarse or Fine, CT 229..............................................................$ 205 Concrete Block Unit Weight and Absorption, C 140 ................................$ 70 Fine Aggregate Angularity, ASTM C 1252, T 304, CT 234 .......................$ 180 Cores, Compression or Shear Bond, CA Code........................................$ 70 Flat and Elongated Particle, D 4791............................................................$ 220 Masonry Grout, 3x3x6 prism compression, C 39.....................................$ 45 Lightweight Particles, C 123 ........................................................................$ 180 Masonry Mortar, 2x4 cylinder compression, C 109..................................$ 35 Los Angeles Abrasion, C 131 or C 535.......................................................$ 200 Masonry Prism, half size, compression, C 1019 ......................................$ 120 Material Finer than No. 200 Sieve by Washing, C 117..............................$ 90 Masonry Prism, Full size, compression, C 1019 ......................................$ 200 Organic Impurities, C 40 ..............................................................................$ 90 Potential Alkali Reactivity, Mortar Bar Method, Coarse, C 1260...............$ 1,250 REINFORCING AND STRUCTURAL STEEL Potential Alkali Reactivity, Mortar Bar Method, Fine, C 1260....................$ 950 Chemical Analysis, A 36, A 615.................................................................$ 135 Potential Reactivity of Aggregate (Chemical Method), C 289...................$ 475 Fireproofing Density Test, UBC 7-6...........................................................$ 90 Sand Equivalent, T 176, CT 217 .................................................................$ 125 Hardness Test, Rockwell, A 370 ...............................................................$ 80 Sieve Analysis, Coarse Aggregate, T 27, C 136........................................$ 120 High Strength Bolt, Nut & Washer Conformance, Sieve Analysis, Fine Aggregate (including wash), T 27, C 136.................$ 145 per assembly, A 325 .............................................................................$ 150 Sodium Sulfate Soundness, C 88 ...............................................................$ 450 Mechanically Spliced Reinforcing Tensile Test, ACI................................$ 175 Specific Gravity and Absorption, Coarse, C 127, CT 206 .........................$ 115 Pre-Stress Strand (7 wire), A 416..............................................................$ 170 Specific Gravity and Absorption, Fine, C 128, CT 207 ..............................$ 175 Reinforcing Tensile or Bend up to No. 11, A 615 & A 706......................$ 75 Structural Steel Tensile Test: Up to 200,000 lbs., A 370 .........................$ 90 ROOFING Welded Reinforcing Tensile Test: Up to No. 11 bars, ACI.......................$ 80 Roofing Tile Absorption, (set of 5), C 67.....................................................$ 250 Roofing Tile Strength Test, (set of 5), C 67 ................................................$ 250 Special preparation of standard test specimens will be charged at the technician’s hourly rate.

Ninyo & Moore is accredited to perform the AASHTO equivalent of many ASTM test procedures.

City Council 17 – 285 11/21/2023
Public Works Agency
www.santa-ana.org/public-works
Item # 18
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
November 21, 2023
TOPIC: Amend Agreement for AMI Planning and Implementation Services

AGENDA TITLE
Approve Third Amendment with E Source Companies, LLC to Extend the Agreement Term and Increase the Total Agreement Amount by $250,000 for Automated Metering Infrastructure Planning and Implementation Services (Non-General Fund) (Project 16- 6460)

RECOMMENDED ACTION

1. Authorize the City Manager to execute a third amendment to the agreement with E Source Companies, LLC to extend the term to expire November 20, 2024, and increase the total compensation by $250,000, subject to non-substantive changes approved by the City Manager and City Attorney (Agreement No. 2023- XXX).

2. Approve an amendment to the FY 2023-24 Capital Improvement Program to include $250,000 in planning funds for the Automated Metering Infrastructure Project.

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
On May 7, 2019, at the conclusion of a competitive bidding process, the City Council awarded a three-year agreement, with the provision for one two-year extension option, to E Source Companies, LLC (formerly known as Utiliworks Consulting, LLC) (Exhibit 1) to provide the Public Works Agency Water Resources Division (Division) with implementation and ongoing project support for the Automated Metering Infrastructure (AMI) Project.

Throughout the AMI Project, the consultant has successfully guided the Division in its development and execution of the tasks needed to accomplish the City’s vision for this project. This included advising on component selection, assisting in the development of the Request For Proposal (RFP), reviewing and testing system integrations, and overall project management to supplement City efforts.

The additional funding from this request will re-fund tasks for ongoing project management and field/data review oversight of the deployment activities to ensure the City Council 18 – 1 11/21/2023
Amend Agreement for AMI Consulting Services
November 21, 2023

Page 2 ends

quality and timeliness of the work being performed, as well as provide new funds for additional operational systems and data oversight. Due to a number of factors including interruption of the product supply chain due to the COVID-19 pandemic and the complexity of systems integrations, the project schedule has exceeded initial projections. Staff recommends approving this agreement amendment to maintain the vital project support services provided by E Source (Exhibit 2) and amending the FY 2023-24 Capital Improvement Program (Exhibit 3) to facilitate this amendment.

FISCAL IMPACT
Funds for action, in the amount of $250,000, have been budgeted in the previouslyapproved FY 2023-24 annual operating budget for the Water Enterprise. The following table summarizes the funds budgeted and available in current FY 2023-24 for expenditure. Any remaining balances not expended at the end of the fiscal year will be presented to City Council for approval of carryover to FY 2024-25.

Fiscal
Year
Accounting
Unit –
Account #
(Project #)
Fund
Description
Accounting Unit –
Account Description Amount
Existing Project Budget
FY 2023-
24 06017645-
62300
(16-6460)
Water
Water Administration &
Engineering, Contract
Services-Professional
$973,673
Additional Funding
FY 2023-
24 06017645-
62300
(16-6460)
Water
Water Administration &
Engineering, Contract
Services-Professional
$250,000
Total $1,223,673

EXHIBIT(S)

1. Agreement A-2019-066

2. Third Amendment with E Source Companies, LLC

3. CIP Worksheet
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Steven A. Mendoza, Acting City Manager
City Council 18 – 2 11/21/2023

INSURANCE ON FILE,

WORK MAY PROCEED

IINTIL INSURANCE EXPIRES
A-2019-066
CLERK'
DATE'. , 2019

EEMENT TO PROVIDE PLANNING AND IMPLEMENTATION SERVICES

FOR THE AUTOMATED METER INFRASTRUCTURE PROJECT
THIS AGREEMENT is made and entered into this 7th day of May, 2019 by and between 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").

RECITALS
A. On September 11, 2018, the City issued Request for Proposal No. 18- 064, by which it sought a consultant to provide professional planning and implementation services for the City' s Automated Meter Infrastructure Project, by which the City intends to to convert existing water meters to " smart" meters based on new available technologies.

B. Consultant submitted a responsive proposal that was selected by the City.

Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 18- 064.

C. 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 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
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.

2. COMPENSATION
a, City agrees to pay, and Consultant agrees to accept', as total payment for its services under this Agreement, the rates and charges identified in Exhibit B. The total sum to be expended under the term of this Agreement, including any extension periods, shall not exceed $ 896,530. This sum is comprised of ( 1) the base amount of 815,027 and ( 2) a 1011/o contingency in the amount of $81, 503 for additional services at the City' s sole discretion.
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

Page 1 of 69 ends

EXHIBIT 1
City Council 18 – 3 11/21/2023
performance set forth in the Recitals and Scope ofWork, which may reasonably be expected by City.

3. TERM
This Agreement shall commence on the date first written above and terminate on May 6, 2023, unless terminated earlier in accordance with Section 17, below. The term ofthis Agreement may be extended for a one- year period upon a writing executed by the City Manager and City Attorney.

4. PREVAILING WAGES
Consultant 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, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant 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
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.

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 Consultant under this Agreement (" Documents & Data"). Consultant shall require all subeonsultants to agree in writing that City is granted a non- exclusive and perpetual license for any Documents & Data the subconsultant 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

Page 2 of 69 ends

City Council 18 – 4 11/21/2023
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.

7. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured( s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant' s operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1, 000,000 per occurrence, with $2, 000,000 in the aggregate. Such insurance shall ( a) name the City, its officers, employees, agents, volunteers and representatives as additional insured( s); ( b) be primary with respect to insurance or self-insurance programs maintained by the City; and ( c) contain standard separation of insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $ 1, 000, 000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles.

C. Worker' s Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker' s compensation or to undertake self-insurance. Prior to commencing the perfomlance of the work under this Agreement, Consultant agrees to obtain and maintain any employer' s liability insurance with limits not less than 1, 000, 000 per accident.
d. If Consultant 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 $ 1, 000,000 per claim with $2, 000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section:
i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City.

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City Council 18 – 5 11/21/2023
iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. iv) Consultant shall supply City with a fully executed additional insured endorsement.

If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City' s election, to forthwith terminate this Agreement. Such termination shall not affect Consultant' s right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify The City for any work performed prior to approval of insurance by the City.

8. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, 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 or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section l 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 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 reliefdue to personal or property rights arises by reason of the terns 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 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 of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.

9. INTELLECTUAL, PROPERTY INDEMNIFICATION
Consultant 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 (Jnited States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement.

Page 4 of 69 ends

10. 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.

11. 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 ofnon-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.

12. CONFLICT OF INTEREST CLAUSE
Consultant 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)

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City Council 18 – 7 11/21/2023
P. O. Box 1988
Santa Ana, CA 92702- 1988
Executive Director
Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P. O. Box 1988
Santa Ana, CA 92702
To Consultant: UtiliWorks Consulting, LLC
2351 Energy Drive
Suite 1010
Baton Rouge, LA 70808
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 Consultant 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 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 are not embodied herein.

15. 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.

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City Council 18 – 8 11/21/2023

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, 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 completed as of such date, and in such case 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.

18. NON-DISCRIMINATION
Consultant shall not discriminate because ofrace, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities 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.

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
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

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City Council 18 – 9 11/21/2023
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 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 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.

Norma Mitre
Acting Clerk ofthe Council

APPROVED AS TO FORM
SONIA R. CARVALHO
City Attorney
By:
7 n M. Funk ,
Assistant City Attorney

FOR APPROVAL
Executive
Public We

CITY OF SANTA ANA

KRISTINE RIDGE
City Manager

CONSULTANT
f - MIN PIA,

Page 8 of 69 ends

City Council 18 – 10 11/21/2023
v
City Council 18 – 11 11/21/2023

1. Cover Letter
W11, 11,
To: Cesar Barrera, P. E.

City of Santa Ana
Public Works Agency
From: Kody Salem, Principal
UtiliWorks Consulting, LLC
RE: Request for Proposals ( RFP) for AMI Planning and Implementation Consultant UtiliWorks Consulting, LLC ( UtiliWorks) appreciates the opportunity to submit this proposal in response to the RFP issued by the City of Santa Ana ( City, Santa Ana) to provide advisory services related to advanced metering infrastructure ( AMI) solution design and optimization, procurement, and system deployment oversight.

We acknowledge we have received Addendums 1, 2, and 3.

UtiliWorks offers professional services to assist utilities in the evaluation, design, procurement, and implementation of AMI and smart metering solutions. This is the exclusive focus of our company. in that regard, we are interested in this opportunity, as we believe that we are uniquely positioned to guide the City regarding its AMI implementation initiative.

We understand that the City has conducted an initial study to determine AMI feasibility for its approximately 45, 000 customers and is seriously considering the execution of a " Design, Build, Run, and Transfer" model for its AN implementation. We applaud the City' s initiative to increase efficiencies and provide excellence in utility operation and customer service. We are confident that the City' s AMI initiative is an excellent fit for our services and the long- range solutions that must be developed. We would like to highlight the key areas we believe differentiate us from other firms. Evidence supporting these points has been provided throughout this proposal. These key differentiators are:

1. A Taitored Solution for Your Unique Environment. In performing our initial engagement with the City, we plan to utilize a comprehensive approach in developing a detailed implementation plan and analyze how an AMI implementation can positively impact each department, not solely focusing on the meter -to -cash functions. As part of our regular engagements, UtiliWorks helps our clients determine which technology applications make sense for their unique environments. This includes budgeting, planning, selection of the appropriate technology, and providing implementation support and oversight. Working in conjunction with utility personnel, our team can create an optimum solution for the City because we do not associate our recommendations with a particular technology, and we have no vendor affiliations. This allows us to independently guide utilities towards a best -fit" solution without outside influence. Although independent, our executives at our firm have strong working relationships and direct access to top level personnel at AMI vendor organizations. This helps to expedite resolution of any Issues that may arise during a 21Page
City Council 18 – 12 11/21/2023
project. Our team also has a robust pricing database which further assists in developing estimates and negotiating the most favorable terms possible for our utility clients.

2. Agile and Adaptable Consulting Firm that Specializes in this Market Space We are a smaller, highly -focused company with subject matter experts who have deep roots in the AMI market. Being a smaller consulting firm focused on AMI, we typically have a lower cost compared to large multi -national engineering firms. We will provide the City and its members full access to our senior staff and executives. We have excellent client references from utilities who desire a more agile organization with a tailored delivery strategy. Our team is known for our " hands-on" experience with technology, vendors, and owners in both pilot and full deployment environments. You will see evidence of our work with virtually all the leading vendors in this space. We believe our team has more true deployment experience (versus theoretical understanding) than any other consulting firm in this sector.

Our references are the best way to confirm this.

3. Industry Recognition: Our staff have worked on many advanced metering engagements on behalf of utility clients over the past 13 years, and we are very familiar with utility operations across all functional areas. By utilizing a strategic approach which includes public outreach and benefits verification, we have assisted our clients in receiving industry accolades. These include:
a. Orangeburg Department of Public Utilities, SC (" Best Smart Infrastructure Project of the Year", CS Week 2015)
b. Albuquerque Bernalillo County Water Utility Authority, NM (" Best Smart infrastructure Project", CS Week 2013)
c. City of Ruston, LA (" Smart Grid Project of the Year", Utility Automation and Engineering T& D Magazine, 2010)
d. City of San Marcos, TX (" Best Smart InfrastructurelGrid Project", CS Week 2010 and AMI Project of the Year", DistribuTECH 2O09)
Many of our clients have been featured in both international trade journals and local newspapers based on the success of their automated metering projects. We are very proud of our clients' accomplishments and will always seek to gain them the recognition they deserve.

We are very excited about the opportunity to work with the City. We think you will find that our firm' s personnel and experience exceed all minimum consultant requirements as listed in the RFP. We are confident that our team will connect with the City of Santa Ana in a costeffective way that will yield great results.

Respectfully submitted,
Kody Salem
Principal
UtiliWorks Consulting, LLC
lcsatem@utiliworks. com
2351 Energy Drive Suite 1010
Baton Rouge, LA 70808
P ( 615) 375- 6396
F (225) 612- 6404
31Page
City Council 18 – 13 11/21/2023

2. Table of Contents

1. Cover Letter......................................................................................... 2

2. Table of Contents.................................................................................. 4

3. Agreement Statement............................................................................. 4

4. Executive Summary ................................................................................ 5

5. Company Information.............................................................................. 9 FirmExperience....................................................................................... 9 TeamExperience..................................................................................... 10

6. Technical Approach............................................................................... 12 ProjectMethodology................................................................................. 12 Scopeof Services..................................................................................... 14 Mobilization and Project Kickoff................................................................ 14 Stateof Industry Review......................................................................... 14 Requirements Workshop.......................................................................... 14 ImplementationPlan.............................................................................. 15 StaffingPlan....................................................................................... 15 RFPDevelopment.................................................................................. 15 RFPAdministration................................................................................ 16 ResponseEvaluation Support.................................................................... 16 Contracting i3 Negotiations Support............................................................ 16 Implementation Program Management......................................................... 16 Implementation Program Management Optional Services ................................... 17 Schedule............................................................................................... 20

7. References......................................................................................... 21 Pastand Present Clients............................................................................ 21 ClientReferences.................................................................................... 27

8. Fee Proposal....................................................................................... 30

9. Appendix............................................................................................ 31 TeamResumes........................................................................................ 31 ExecutedForms...................................................................................... 38

3. Agreement Statement
We are in concurrence with the terms in the standard agreement provided in RFP as ATTACHMENT 2 and take no exceptions.
41Page
City Council 18 – 14 11/21/2023

4. Executive Summary
It is UtiliWorks' understanding that the City of Santa Ana has already taken steps to assess the feasibility of AMI technology for its customers, including related operational technologies, such as Meter Data Management ( MDM) software. By refining an AMI system solution with UtiliWorks, the City wilt be able to better realize the project objectives outlined in the City' s 2016 feasibility report: providing higher levels of customer service and water usage information to enable water conservation by customers, and improving the water system operations and efficiency,
Through our experience interacting with utilities, vendors, and our own research, we have gathered a wealth of information of various AMI technologies. Our understanding provides valuable insight to the best suitable AMI technologies for the City' s specific situation and needs.

Provided below is an example knowledge capture work product of water AMI solutions in a matrix form. We are familiar with all major water AMI technology vendors while maintaining vendor -neutrality.

Figure 7 - UrifiWorks AMI Vendor Moirix
Because technology and services in the industry have grown since the time the City' s feasibility report was commissioned, UtiliWorks is able to leverage its experience in AMI procurement, contracting, and deployment to engage in knowledge -share with the City and fill in gaps regarding AMI solutions. Using our institutional knowledge, UtiltWorks is well -prepared to make recommendations to City on all aspects outlined in the City' s RFP, including:

A. Smart Metering Technology
B. Data Collection Network
C. Communication Method
D. System Mead -End Control Computer and Software
E. Meter Data Management Software
F. Endpoint Installation
51Pade
City Council 18 – 15 11/21/2023
G. Hosting
H. Staffing Considerations for Smart Metering Technologies I. Schedule
J. Preparation of Solicitation Documents
K. Installation/ Implementation Period Project Management Each of the above items will be thoroughly addressed ( and always are addressed) during the tasks in our proven ' UtiliWorks Advantage' approach detailed in Section 3 of this proposal.

Prior to solicitation for an AMI solution, UtiliWorks will memorialize all recommendations and decisions in a formal implementation plan. This plan will serve as the driving reference document throughout AMI procurement and implementation.

UtiliWorks can help the City navigate the procurement process, allowing the City' s AMI Committee to design and optimize a solution that fulfills the City' s unique needs. UtiliWorks has a wide range of subject matter experts ( SMEs) who have helped define the technical requirements and specifications of clients' systems and have created " Capabilities Workbooks" for vendors to fill out alongside their proposal submittal. These workbooks allow clients to itemize and prioritize specific functional criteria and evaluate vendor proposals on a granular Level. A sample workbook excerpt is shown below.

City of Wwrence
Requiremenu and G abilities• AMI System
detailed Red. 10 ta' i ill nd Ira • e : Pdanl `: N tl A ' an dog ram! N m¢ MIS era ag WW
slgmhcandy, limpthe know, of water meters met the Cry ran nsmil, Spedfy tranas( nwdde of water meters than me fishy wheal AM1 1 animal with still System It there are am/ meter llMbtiood with acquired CuneMaase elffI vendor models, Inese should by listed Wveres, aM ail yearm sthe, are not lvncdcol W OU your AMI Sol deet oil .",.
bid federal, Stale and 1.1 regulatory requirements ina, Unlmbut IlMled not toWidely, Amarcen Watt, Association AM 2 Go..[ AWWAI, National Ele[ tne Safety CWa: jNEX), federal Requlred Potu mre Saxe ommunl[ adoni CanM551m IE[ Gi,
and aredtan Nadmal gp ehis Sgmnimanas lnt General" I3
WileheC MIIId¢ aditil., him Utility, xgequlrea MWId[ fdm, SCADA, MNWu atlonPublicGeneral tithe, AMl ARF a olnergf [ ommunl[ alion; Mt system thimy lto to Idamiped by AMI eenace. The Ciry' siCADA[ nmmunicadmu wilt not be used foriA ddhdul RetainedThiN PaMSystem' General AMl 5 Ilnl Gelldend dilhomR en emay wo, R Re ulmid cmewhiaanon GimencIAMI a d1holma4leall, istion, Nice to Lit, ot oa Genud AMI T Predide. p( pMBI1111e RidngS tA' M1andlle dCempllLR lntna Event Ored convert commentator with meters 1, sown. al[emNdM AovYde a method of obtaining readings netwolk( ommuel[ by vehidell wmobile GeneMAM Rap EOIlvttolx InatlFl lM1e evm111tetl lMtlrs lS With mM[etoXaue led. monogramming of to. remolaly lv+a> We2ld We tM AMI General AMt 5 rrmed, List meter
brands far which your AMI system Whom gequ! red womens. the mete aal. GenetalAMl dngai failures shall the detecte4 logged and
decades W All headend trimareadisted Includin istromlAM 10 Cdbcoud v1,, falhoo disdained Lomond AM
11 End & W.!aline la aired General
AM12 intensity Handed, middle fallum Regained Gmemi
13 Times echrommadon ialureRe dGen IAM
Declines stop egoggled Rallied Gampt AM 15
Million, 4gum Remained tanned Mt 16
ConmuNeadgm Use failure giddied General A
117 Maine aSolar town cactshe
for[odecom, EM e aenepl All Rloomet interval does collected for meaau. dmdurt Ra uipd Figure 2- Urini le rfequireni and Capabilitfcs Screen Clip UtiliWorks is experienced in developing such deliverables for a number of smart metering technology components, including: AMI networks, MDM Systems, water meters, installation processes, and metering equipment. 61Page
City Council 18 – 16 11/21/2023
UtiliWorks will be able to provide assistance in development of a Request for Proposals ( RFP) package, as well as solicitation of proposals, addressing vendor questions, preparation of and participation in pre -proposal and shortlist meetings, and technical and cost evaluation.

Post -procurement, the installation of AM] equipment/ software( s) usually involves multiple vendors, with several moving parts. We have the program management expertise to manage all these variables. By combining our team' s wealth of industry knowledge, the application of Project Management Institute ( PMI) best practices, and a hands- on approach, we help to manage, and effectively reduce, the City' s overall program risk while ensuring successful outcomes. Having managed many similar projects and the associated vendors who will be involved, we are keenly aware of the field construction/ installation requirements as related to site and structural conditions/ inspections, traffic flow, and overall project safety concerns.

Our scope of services is designed around a proven, phased -based approach. This approach is perfectly suited to manage the City' s proposed " Design, Build, Run, and Transfer" business model, providing structure, as well as well-defined evaluation and exit criteria. We will work on your behalf, " as an extension of your staff," ensuring your interests are the primary focus throughout the effort. Our ultimate goal is to facilitate the best -quality AMI solution on time and on budget.

Our appointed Project Manager ( PM) will work with the City' s PM to develop a detailed project plan, which is used to guide and control all tasks and services associated with the smart metering project. The project plan identifies each individual task via a detailed work breakdown structure that includes the level of effort required to complete tasks, timeline for completion of tasks, dependencies ( predecessor and successor relationships), responsible party vendor, client, etc.), and current status of each task.

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Ryure 3 - Cxorupfe Roiled -up Project Plan
In being tasked with day-to-day vendor management, we lessen the burden on your organization and free up your resources. As the supporting project manager, we will provide vendor contract administration and management services. We will review all vendor invoices and compare the proposed payment request to the contracted milestones.

Another key role as your project manager is to create and maintain open communications among all stakeholders. Our project manager will lead formal, recurring status meetings with the core 7 1 P a g e
City Council 18 – 17 11/21/2023
team members to ensure that the project tracks to the milestones set forth in the project plan.

Additionally, we are in constant communications with various project participants, following up on action items, work products, and fielding questions on a daily basis.

Our team will provide structured oversight of activities to ensure that all project components are executed in a timely, organized fashion and completed to the project definition and expectations. We will work together with the City to institute an overall Quality Management program for the deployment, allowing for smooth transfer of ownership of the system to the City.

Each project participant will have specific roles and responsibilities as it relates to the overall quality program.

Figure 4 - QAIQC Model
Management responsibility encompasses establishing a high- level presence and environment to facilitate activities and a fundamental commitment to quality. Each vendor will be responsible for quality control efforts as it relates to its contracted scope of work.

In addition to implementation program management to support the " Design, Build, Run, and Transfer" model, we have provided optional pricing for services that can accommodate any level of deployment support needed. We are able to provision service for:

Proof of Concept Planning
Systems Integration Oversight
Training Oversight
Testing Oversight
Business Process Re -engineering
Communications Campaign
Full Deployment Quality Assurance/ Quality Control
Data Optimization
To support the City in its AM] initiatives and to facilitate the activities described herein, we have outlined a technical approach that focuses on network delivery of utility data and business work flow changes that will drive performance throughout the organization. The services requested by the City fit squarely into our service model, with a clear path of progression. 81Page
City Council 18 – 18 11/21/2023

5. Company Information
Firm Experience
UtiliWorks is a privately held company. We have approximately 24 full-time employees and 5 part-time employees. Please see below for the UtiliWorks Consulting profile.

NNEEMMMEIENN
2351 Energy Drive Contact: Dale Pennington
Contact Suite 1010 Phone: ( 225) 766. 4188
Information Baton Rouge, Louisiana 70808 Fax: ( 225) 612- 6404 Website: www. utiliworks. com Email: dpennington@utiliworks. com Business Utility -focused professional services firm
Focus, Advanced metering and associated technology design and deployment Attributes Project management and implementation support Company Founded: 2005 FEIN: 20. 5167904
Information Limited Liability Company DUNS: 825164713
Feasibility Studies - Strategic Planning . Financial Modeling and Data Analytics • RFP Services Development and Procurement • Business Process Re -Engineering • Systems Design and Integration • Program Management • Communications - Expert Witness Testimony Revenue Assurance Grant Writing and Reporting • Rate Studies Together with our clients, UtiliWorks advances business and technology solutions Company which strategically enhance utility operations. We focus on the delivery of your Mission technology system and the requisite business process changes that will drive performance throughout your organization.

Corporate Office in Baton Rouge, Louisiana
Location Associate offices in California, Florida, Illinois, Indiana, Kansas, Minnesota, Nevada, New York, North Carolina, Ohio, South Carolina, Tennessee, Texas, and British Columbia
Chase Bank
Banking 451 Florida Street, 7`" floor, Suite 726, Baton Rouge Louisiana 70801 Attention: Michelle Boudreaux
Phone:( 225) 332-7718
Insurance Juban Insurance Group
and 4319 Bluebonnet Boulevard, Baton Rouge Louisiana 70809 Bonding Attention: Dave Peek
Phone:( 225) 291- 0405
Graves- Cartey, LLP
2137 Quail Run Drive, # B, Baton Rouge, Louisiana 70808 Legal Attention: Allen Graves
Phone:( 225) 757. 7676
Fax:( 225) 757. 1771
9 1 P a g e
City Council 18 – 19 11/21/2023
UtiliWorks has worked across the United States and abroad with utilities in their advanced metering infrastructure ( AM]) initiatives. Since our founding in 2005, we have had over 80 clients (both past and present). The breadth of our experience and speak to UtiliWorks' ability to provide benefits for our clients regardless of their geography or topology. Our recommendations are informed by a detailed review of your utility' s service area and unique characteristics. We have served 14 clients specifically in California, including:

Alameda County Water District, CA
Azusa Light and Water, CA
City of Buena Park, CA
City of Oceanside, CA
City of Riverside, CA
Team Experience
City of Roseville, CA
City of Santa Rosa, CA
City of Signal Hilt, CA
Long Beach Water Department, CA
North Marin Water District, CA
The core team proposed below has experience in RFP development, project planning and deployment program management. UtiliWorks has strong client references and testimonials to support our value during each of these phases.

Our unique qualifications include:

True field deployment experience versus theoretical understanding, as compared to other consulting firms.

Complete end -to -end capabilities to address all components of an AM[ deployment project, beginning with AMI planning/ feasibility study and procurement, leading into deployment planning, systems integration, installation inspection, quality control, business process re - engineering, customer engagement/ communications and overall project management.

Body Salem
Executive Sponsor --------------
Don Rankin I I Parvathl Murals
Water Operations SME MOM, IT/ OT $ME
A brief synopsis of the proposed team members' background and percentage of time allocated to the project is provided below. Full resumes can be found in the Appendix. 101Page
City Council 18 – 20 11/21/2023
Name, Title, and Background and Skills " Time
Location pevotetl to
Project -
Range Reflects`.

Various' .

Project Phases
Kody Salem UtiliWorks Consulting Principal 5
Principal, UCAiWorks Provide support and executive oversight on for utility technology initiatives such as Smart Grid/ AMI and Executive Sponsor SCADA systems Location: Nashville, Over 27 years of technical operations and TN management experience
Background in radio frequency, instrumentation, and
controls technologies
Nicole Griffin Project Management Institute ( PMI) certified Project 10- 15 Manager and Black Belt in Six Sigma
Program Manager Performs industry research, preparing critical Location: Baton documentation including in- depth reporting, Rouge, LA performing feasibility studies and developing communications campaigns for utility clients
Involved in various UtRiWorks projects with similar
services to what is proposed for ACSA, including Fort
Worth Water Department TX, Sewerage and Water
Board of New Orleans LA, Alameda Municipal Power
CA, City of Killeen TX, Orangeburg Department of
Public Utilities SC, City of Ruston LA
Bret Vander Relth Mr, Vonder Reith brings over 25 years of project 5040 management, information systems development and
Project Manager application integration experience for a variety of Location: Encinitas industries to include Utility customers.

CA i Bret' s background includes over 20 years as an
Information Technology data integration specialist
and consultant.

Bret is a proven leader, successful at leading complex
projects and achieving organizational goals and
objectives. Bret is a certified Project Management
Professional ( PMP) with the Project Management
Institute,
Joe Kelly Over fourteen ( 14) years of project management, 10. 20 installation and consulting experience for utility Metering/ Deployment customers SME Over eight ( 8) years as an installation contractor in Location: Laughlin, the AMI field for water, electric and gas utilities NV Involved in various UtiliWorks project providing
guidance on AMI deployment projects
11 1 Page
City Council 18 – 21 11/21/2023
Name, Title, and
Location
Background and Skills Time
Devoted to
Project -
Range Reflects
Various
Project Phases
Don Rankin Electrical Engineer and experienced utility manager 5- 10 with 19 years leading Water, Wastewater and
Water SME Stormwater Utility Operation and Maintenance, Location: Topeka, KS
Capital Programs and Customer Service Operations.

He is an innovative big picture thinker with strong
analytical reporting skills.

6. Technical Approach
Project Methodology
UtiliWorks uses a proven project methodology called UtiliWorks AdvantageTM' for Utility Technology projects, as illustrated in the proceeding page. The services requested by the City of Santa Ana' s AMI stakeholder committee ( areas A-K in RFP) fit squarely into our service model, the UtitiWorks Advantage'. The key to this successful model is that for every technology consideration there is a corresponding Business Process aspect that must assessed. Each task presented in this scope of services section is expected to build upon previous tasks and knowledge of the City' s operations in order to ensure a successful deployment process. The Feasibility Study conducted by Black It Veatch lays the foundation for the " Assess" step of AMI implementation, and the scope described herein encompasses the remaining building blocks through the Install step in the UtiliWorks Advantage'.

Additionally, the UtitiWorks AdvantageTM' is flexible enough to provide structure to any implementation the City chooses to engage in, including the " Design, Build, Run, and Transfer" business model.
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Scope of Services
Mobitizatlon and Project Kickoff
UtiliWorks will establish communication with the City' s project sponsor or point of contact and schedule the formal kickoff meeting. The kickoff meeting will introduce project participants, formalize project goals and objectives, Level -set on project plans and solidify next steps for UtiliWorks involvement. This task also allows time for the UtiliWorks project team to become familiarized with the City and their project needs prior to kickoff. During mobilization, UtiliWorks will initiate data requests to understand the City' s procurement requirements and RFP timeline.

Deliverables: Project Charter, Project Schedule, Kickoff Presentation State of Industry Review
The State of the Industry is an interactive discussion designed to provoke thought and prompt questions. Our expert team details key concepts underlying the current state of the AMI and smart metering industry and share important design considerations when embarking on a new technology project. Topics for this session include: data collection network, communication methods, headend software control, meter data management systems and hosting options.

This session can be included during project kickoff to set the stage for requirements definition. We also delve into the success stories of other utilities and discuss how to avoid the pitfalls.

Deliverables: State of the Industry Presentation
Requirements Workshop
We use the information gleaned in the State of the Industry to understand the City' s preferences and requirements. Findings from this session, as well as the data requests and kickoff, lead to a solid foundation for our experts to develop an initial requirements list. This list will be refined onsite during a requirements workshop. A combination of requirements wilt be covered in the workshop with dedicated sessions around the different technology and options in scope for the RFP. Ultimately, the requirements workshop will be used to arrive at a foundational set of requirements to be used in the City' s RFP. Some areas for consideration:

Functional Requirements - What does CLIENT want this new technology to do? Tele- Communications Requirements - Does CLIENT have existing structures to mount communications equipment and what backhaul methods are available? Business Requirements - What business needs are fulfilled by AMI? Integration Requirements - How does CLIENT want this new technology to interface with other systems?
Performance Requirements - What measures of performance should be specified in the RFP / Scope of Work for the vendor to satisfy the business requirements of CLIENT? Reporting Requirements - What types of reports and reporting tools will CLIENT need to optimize the information available with AMI?
Procurement Requirements - What are the rules CLIENT must follow to procure equipment and professional services?
Deliverables: List of Requirements and Capabilities (attachment for RFP) 14IPage
City Council 18 – 24 11/21/2023
Implementation Plan
UtihWorks will collaborate with the City' s team to develop the recommended implementation strategy for AMI and related programs. In general, our methodology divides the project work into specific phases, each with its own measurable outcome which builds from the previous phase. This roadmap represents a long- term plan to illustrate how various deployments can take place, and it will serve to memorialize the recommendations and decisions made regarding the areas of concern as outlined by the City ( smart metering technology, data collection network, communication method, system head -end control computer and software, meter data management software, endpoint installation, hosting, staffing consideration for smart metering technologies, schedule, preparation of documents, and installation/ implementation period project management, UtiliWorks will consider budget cycles and cost requirements, resource allocation, training requirements, workflow development, infrastructure requirements, and system integration in determining the implementation roadmap. The plan will include a recommended schedule for inclusion in the RFP, which accounts for full meter replacement and endpoint installation.

Deliverables: Implementation Plan
Staffing Plan
UtiliWorks will work with City' s PM and stakeholder committee to develop a proposed project staffing plan that will include identification of the project Steering Committee, proposal response Evaluation Team, the Core Project Team, and SMEs that will continue to contribute throughout the life of the project. UtiliWorks will provide an expected time commitment for each, depending on roles and responsibilities.

As part of this effort, UtiliWorks will work with the City to determine and anticipate potential temporary and permanent positions that may be required during and post -deployment. The staffing plan will also provide a guide for converting the current Meter Shop and Billing positions into new, post -deployment positions and assist with the development of new job descriptions, retraining methodology, etc.

Deliverables: Staffing Plan, Draft Job Descriptions
RFP Development
UtiliWorks will prepare the solicitation documents ( RFP and attachments) with the intent to provide the vendor community with the essential information to prepare a robust response that is tailored to the procurement strategy at the City. UtiliWorks will incorporate the scope of work into the City' s standard RFP boilerplate and review with the City team ( including purchasing and Legal) to ensure that all requirements are accurately reflected. It is anticipated that there wilt be several iterations for the RFP draft creation and the RFP draft review until we reach to the point where the RFP is complete and acceptable for publication.

UtihWorks will also compile a comprehensive list of potential proposers (which may or may not include: Communications/ Network, AMI, MDMS, Meters/ Materials, Installation) that would represent viable options to satisfy the goals and requirements of the City.

Deliverables: Publish ready RFP, Vendor list and Contact Information 151 Page
City Council 18 – 25 11/21/2023
RFP Administration
UtiliWorks will assist the City with those tasks that must be managed once the RFP is released including: ( a) advertising the RFP; ( b) setting the agenda and leading a pre -proposal meeting; c) receiving and responding to vendor questions; and ( d) publishing any necessary addenda.

Deliverables: Pre -Proposal Meeting Agenda, Compiled Question/ Answers from Proposers Response Evaluation Support
Prior to the receipt of responses, the UtiliWorks PM will work with the City' s PM to organize and schedule the proposal review process. As the responses are received, UtiliWorks team of SMEs immediately starts the evaluation process alongside the City' s designated Evaluation Team. UtiliWorks will summarize key components of each proposal and analyze each cost proposal. When lining up the cost proposals side -by -side, it is common to discover that each vendor quote differs in some fashion, making it difficult to perform an apples -to -apples comparison. We minimize this challenge with how we structure the RFP response requirements and our analytical approach to cost normalization.

UtidWorks will work with the City throughout the evaluation process to arrive at a shortlist of recommended candidates. We will work with the City' s Evaluation Team to customize the shortlist meeting agenda and outline questions for each vendor interview. Our team will attend the shortlist interviews and ensure that candidates answer questions comprehensively and to the City' s satisfaction. UtiVWorks can also assist with reference checks and help to arrange site visits, so that the City may obtain useful feedback from the experiences of other water utilities.

At the end of the evaluation process, we will work with the City team to weigh the pros and cons of each shortlist candidate so that the City can arrive at a final selection, Deliverables: High Level Proposal Summary, Cost Normalization, Shortlist Interview Agenda/ Questions, Shortlist Interview Summaries
Contracting & Negotiations Support
UtiliWorks will provide guidance and support to the City during contract negotiations with the selected vendor( s). Our experts will review and provide editorial for the proposed vendor contract and SOW, determine whether the SOW complies with requirements and negotiate terms that are as favorable as possible for the City. This includes a review of contractual items surrounding mass meter and endpoint installation as defined by the City. UtiliWorks will work with City staff and the respective vendor( s) to: identify and document specific systems acceptance criteria; identify and document expected deliverables to be produced; and, identify price concessions. UtiliWorks will actively participate in discussions / negotiations with the selected vendor on behalf of the City.

Deliverables: Scope of Work/ Contract Revisions and Recommendations Implementation Program Management
UtiliWorks will provide implementation management oversight to support deployment of the City' s AMI Project. The UtiliWorks PM will serve as a liaison between the AMI installation vendor and City to ensure project success. UtitlWorks wit[ facilitate an on -site kickoff meeting with all City and vendor stakeholders to initiate the project and review the project scope, timeline, communications plan and housekeeping items.

UtRiWorks will work with City and the selected vendor( s) to develop a comprehensive Project Execution Plan ( PEP). The purpose of the PEP is to provide a set of guiding principles regarding 1b( Page
City Council 18 – 26 11/21/2023
philosophy, judgments and actions to be taken over the course of the project. The PEP will outline the methods used for project controls related to: Quality Control, Risk/ Issue/ Change Management, and Communications. In conjunction with the development of the PEP, an integrated, milestone driven Microsoft project schedule will be developed to include work by all vendors.

Project Management activities will include: maintaining the overall project schedule; working with all project participants to monitor progress and adjusting the work plan as needed to stay on schedule; facilitating regular project progress and other meetings; creating project status reports as required with input from the City; working with the City to monitor the scope of work of each vendor; identify, report, and track project issues and risks; and, track project budget. Activities will include:

Preparation and dissemination of periodic update reports an AMI vendor' s progress Providing clarifications and answers to AMI vendor' s requests for information as needed Providing direction and technical assistance in resolving installation issues in the field Providing direction and technical assistance in resolving technology commissioning issues that may arise
Deliverables: Project Execution Plan, Integrated Project Schedule, Monthly Status Reports, Meeting Agendas, Meeting NoteslAction Items
The RFPs requested implementation Program Management Services is fairly limited in scope, UtiliWorks experience has been that utilities implementing AMIIMDM, in most cases, need more extensive .support and expertise. As such the following sections layout typical Program Management Services our teams normally provide to clients as " Optional Services" We would lave the opportunity to discuss with Santa Ana if appropriate.

Implementation Program Management Optional Services
The City' s Implementation Plan will ultimately drive the deployment schedule, but the UtiliWorks' approach assumes the project will have two primary phases: Proof of Concept (POC) Phase and Full Deployment Phase. UtiliWorks offers proven Implementation Program Management Services beyond basic Project Management surrounding this deployment approach.

The business process and software integration activities fall under the POC phase. The intent of the POC phase is to minimize the risk to the City' s day-to-day operations, with deployment of a select number of AMI meters, stabilization of the AMI network and end -to -end testing in all meter -to -cash related processes.

Our optional services are presented for the City' s consideration and are summarized below:

POC Planning - UtiliWorks will guide final POC implementation planning, accounting for final contracts and any changes to the AMI implementation roadmap. The POC implementation plan will finalize project details on meter quantities, equipment acquisition, required materials, mass meter/ endpoint installation, testing and training.

Systems Integration Workshop - UtiliWorks' Integration SME will lead a workshop with the City and the designated vendor personnel to identify and confirm the systems specific integration methodology and ensure alignment between each underlying interface.

Systems Integration Oversight- UtiliWorks' Integration SME will coordinate and oversee the systems integration effort that will occur during the POC. The intent is to have the pre -identified systems interfaces designed, developed, tested and automated prior to 171Page
City Council 18 – 27 11/21/2023
full deployment start. Specifically, UtiliWorks will lead weekly technical review meetings with all designated personnel internal and external to the City to monitor progress and identify roadblocks,
Training Oversight . UtiliWorks will coordinate the timing and delivery of on -site Vendor training during the POC and coordinate with City regarding the availability, suitability and readiness of a training environment. UtiliWorks will review each vendor' s training plan submittal for completeness including: course descriptions; course agenda; and, proposed timing. UtiliWorks may recommend additional training and other forms of end user training to supplement vendor training,
Testing Oversight - Critical to evaluating the success of the AMI POC and whether City objectives are met is the plan and methodology for testing the installed solution. Under this task, UtiliWorks will review and provide feedback on each vendor proposed test plan, including test scripts and scenarios, UtiliWorks will coordinate the timing and execution of Vendor and City testing, as well as establish a defect tracking system for monitoring testing progress.

Business Process Re -engineering - UtiliWorks' Business Process Re -engineering ( BPR) experts will engage the City in a series of current and future state workshops, designed to guide the Utility through changes to internal business processes as part of an AMI Deployment. To achieve the anticipated benefits of the systems, the City needs to adopt new processes, procedures and policies. Vendors will often skim over substantive recommendations detailing changes to business processes. UtiliWorks will utilize the background information on City to help drive discussions around operational changes that are the successful foundation for a BPR effort,
Communications Campaign - UtiliWorks' Communications SME will work with City staff to develop the content for a variety of customer facing materials, including: door hangers, status letters, press releases, brochures, webpages. UtiliWorks will advise City on the timing of releasing the information pieces to the customer base.

Quality Assurance/ Quality Control - UtiliWorks' Field Specialists work with Vendor Quality Manager( s) to ensure that City' s standards are maintained by all installers throughout the Full Deployment phase. This includes spot checks/ verification of meter and endpoint installation, meter read and data quality audits.

Data Optimization - UtiliWorks Data Management Services team will work with the City to identify high -value use cases for your utility. From there, UtiliWorks will monitor progress on reporting/ use case development to City staff quarterly. Wherever possible, UtiliWorks will make updates to configurations, reporting, etc. to execute the recommended changes.
18 1 Page
City Council 18 – 28 11/21/2023
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City Council 18 – 29 11/21/2023
City Council 18 – 30 11/21/2023

7. References
Past and Present Clients
Our team has worked across the United States and abroad with utilities in relation to their various AMI initiatives. The map below demonstrates the breadth of our experience and speak to our ability to provide benefits for our clients regardless of their geography or topology. We have over 85 past and current clients exclusively focused on AMI/ Smart Grid/ Smart Metering and related Technologies. Our recommendations are informed by a detailed review of your utility' s service area and unique characteristics.
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Please see the following pages for a list of past and current projects within the last 5 years.

The matrix that follows provides an overall nature and scope of our experience in AMI and associated technology. We have worked with multiple utilities across the United States by assisting them during the various stages of advanced metering deployment including; assessment, planning, design, procurement, and implementation. This includes clients with similar environments and requested scope of work to the City. 211Page
City Council 18 – 31 11/21/2023
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City Council 18 – 32 11/21/2023
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City Council 18 – 36 11/21/2023
Client References
EDA
Alameda Municipal Power, California, 35, 000 electric meters MUNnICIPALPOWER Contact Title Telephone Email Address
Bob Orbeta AGM Admin 510) 748. 3910 orbetaCealamedamp. com Dates: Oct 2015 - Dec 2017 Total Contract Value: 51, 260, 100 UtiliWorks Consulting, LLC was engaged by Alameda Municipal Power to perform an assessment and business case analysis for consideration in the deployment of an advanced electric metering system.

Subsequently, UWC worked with AMP to develop a Request for Proposal ( RFP) that was published to solicit proposals for AMI, MDM and a customer web portal. A separate invitation for bid was made available for electric meter installation services. Upon selection of the AMI, MDM and Customer Portal vendors, UtiliWorks assisted Alameda Municipal Power with contract support services. UWC is guiding AMP as the Program Manager, and providing Business Process, Integration and Public Relations support services currently as it works towards completion of the project.

Project Manager: Nicole Griffin
Key Lead Technical Roles: Dale Pennington, Parvathi Murali, Joe Kelly, Kara Truschet, Joseph Gaspard, Dylan Kelly
Venclor( s) Selected: Landis+Gyr (AMI), Harris MeterSense ( MDM), Smart Utility Systems ( Customer Web Portal), Professional Meters, Inc. ( Meter Installation Contractor) Santa Rosa, California, 53, 000 water meters JdP1i Al l, t a!' Contact Title Telephone Email Address
Kimberly Zunino Revenue Manager 707) 543- 3960 [email protected] Dates: May 2014 - Jan 2019 Total Contract Value: $925, 000 UtiliWorks was hired by the City of Santa Rosa to define their water AMI requirements and provide oversight on the development of their AMI RFP and procurement process. UtitiWorks was subsequently engaged to provide contract support servicesl negotiation with the selected vendors and is currently the Program Manager overseeing the deployment of the selected AMI and Meter Data Management System
Project Manager: Nicole Naassan / Bret Vonder Reith
Key Lead Technical Roles: Kody Salem, Joe Kelly, Dylan Kelly, Nicole Griffin Vendors) selected: Sensus AMI, MeterSense MDMS
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3 Roseville, California, 53, 000 electric/ 40, 000 water meters ROSEVILLE Contact Title Telephone Email Address
Matt Nelson Electric Business 416) 774. 5618 MNelson@roseviRe. ca. us Analyst
Dates: Nov 2015 . Present Total Contract Value: $ 1. 7 Million UtiliWorks was selected to provide consulting services in the evaluation of the current smart metering technologies and present an AMI business case. The assessment recommends technologies which are best suited for Roseville' s unique environment and identifies the associated business process and operational changes that must occur in order to be successful with moving to AMI. Following the assessment, UWC assisted Roseville in analyzing and evaluating responses to the Advanced Metering Infrastructure (AMI), guiding selection of a successful vendor, and assisting with vendor contract/ scope of work negotiations. UWC is currently acting as Program Manager for the City' s AMI deployment.

Project Manager: Nicole Naassan
Key Lead Technical Roles: Tara Turch, Tom Grim, Parvathi Murali, Joe Kelly, Bob Russ, Chase Berenson
Vendor(s) selected: Itron
1"1 ater01,ne WaterOne, 145, 000 water meters
Wale, Oglticl NY al ANnwn cowry
Contact Title Telephone Email Address
Brian Schade Meter Services 913) 895. 5750 bschade@waterone. org Manager
Dates: Jul 2017 - Dec 2019 Total Contract Value: $ 927, 708 UtiliWorks developed technical requirements and an RFP on behalf of WaterOne. The team also developed an implementation strategy to accompany WaterOne' s AMI deployment and assisted with evaluation of proposals, contract negotiations, SOW review, and systems acceptance criteria development. UtiliWorks was awarded a contract amendment for Program Management overseeing the POC deployment of the selected AMI and Meter Data Management System plus Business Process Re - engineering, which is currently ongoing.

Project Manager: Kara Truschel
Key Lead Technical Roles: Tara Turch, Kody Salem, Don Rankin, Jon Mitchell, Joe Kelly Vendor( s) selected: Sensus ( AMI), MeterSense ( MDM)
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JtiN.A`, pqp Buena Park, California, 20,000 water meters P
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Contact Title Telephone Email Address
Michael Grisso Smart Meter Manager 714) 562. 3705 marisso@buenaoark. com Dates: Jun 2014 - Feb 2019 Total Contract Value: $ 542, 000 UtiliWorks was contracted to provide consulting services in the evaluation and application study of the current smart metering technologies and present an AW business case to the City of Buena Park. UWC further assisted with and AMI/ MDM procurement, including a CIS readiness assessment. UWC led development of the City' s D01 WaterSMART grant application for FY2017 and is engaged as Program Manager for the AM[ deployment for approximately 20, 000 water meters.

Project Manager: Bret Yonder Reith, Kara Truschel
Key Lead Technical Roles: Kody Salem, Joe Kelly, Dylan Kelly, Nicole Naassan Vendors) selected: Neptune Technology ( AMI), Equarius is Ferguson Waterworks, WaterSMART Customer Portal)
Long Beach, California, 100, 000 water meters
Contact Title Telephone Email Address
Chris Garner General Manager 562) 570. 2001 chris. garner@tongbeach. aov Dates: Nov 2015 - Present Total Contract Value: $ 1. 4 Million UtiliWorks was hired to provide the Long Beach Water Department ( LBWD) with professional services to deliver an AMI/ MDMS Assessment and Strategic Roadmap, Tasks included: update the AMI/ MDM business case; develop related as -is current state operations, communications infrastructure, and IT systems; review, analyze and make recommendations related to LBWD' s water conservation programs; and, develop desired data analytics by department.

UtiliWorks was awarded the contract to provide AMI/ MDMS procurement services and overall Program Management services starting in August 2017.

Project Manager: Nicole Naassan
Key Lead Technical Roles: Joe Kelly, Don Rankin, Jon Mitchell, Dale Pennington Vendor(s) selected: N/ A
29( Page
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83 Pee Proposal
Our fee proposal has been submitted separately via the Planet Bids system. 301Page
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9. Appendix
Team Resumes
Resumes for the core project team are included in the subsequent pages:
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Previous Experience
Director of Sales Et Marketing
Edison Automation, Inc. ( 2003 - 2009)
Senior Project Engineer -
Consoer Townsend Envirodyne Engineers
1999 - 2002)
Field Project Engineer
HSQ Technology ( 1996 - 1999)
Shift Technical Engineer -
Westinghouse Savannah River Company
1989 - 1995)
Education and Certifications
BS Electrical Engineering Technology -
Purdue University, 1989
AAS Electrical Technology
Purdue University, 1987
A' Level Wastewater Certification
State of South Carolina ( on 11 / 27/ 93)
1L' Level Security Clearance
US DOE Energy (from 2/ 90 - 5195)
Specializations:

Team Management
Deployment Planning
Cyber Security Plans
RE Communications
Business Case Assessments
AMI / Smart metering / Smart grid
Control and SCADA Solutions
Acceptance Testing Plans
Kody { S <
a
Principal
Kody Salem is a Principal with UtiliWorks based in Nashville, TN with an extensive background in radio frequency, instrumentation, and controls technologies, including more than 28 years of technical, operations, and management experience providing services and solutions to the utility market space. Kody excets in understanding complex technical systems and effectively communicating their potential to positively impact engineering and operations, to both persons with technical and non -technical backgrounds. He brings these skills to lead his team of consultants, providing the necessary guidance to deliver valuable services for their utility clients' projects and initiatives.

Relevant experiences and background include:

Provide executive guidance and support to multidisciplinary team of consultants for water, gas, and electric utility technology programs Provide technical subject matter expertise for various utility technology Initiatives (AMI, MDM, SCADA, IVR, OMS, etc.)
Lead vendor solution analysis for AMI/ MOM procurement efforts on behalf of our clients
Conduct AMI vendor request for information( RFI); analyze propagation studies to support client AMI infrastructure comparison and planning efforts
Perform education sessions for AMI/ MDM and related technologies early on in clients early on in initiative stages to facilitate proper project planning, budgeting, and scheduling
Recent Client Projects
Alameda County Water District,
CA ( Executive sponsor . AMI
Pilot Assessment)
Azusa, CA ( Technology
Procurement and Vendor
Contract Negotiations)
Brownsville Public Utilities Boar(
TX (Project Manager AMI/ MDM
Pilot)
Bermuda Electric Light
Company (SME Outage
Management system REP and
vendor selection)
Brownsville Public Utility Board
Business Process Mapping)
City of Buena Park, CA ( Project
Sponsor - AMI Assessment,
procurement and Deployment)
Chelan County Public Utility
District (Project Sponsor -
Strategic Planning)
City of Lawrence, KS ( Project
Sponsor fz Technology Education
AMI Assessment)
Gallatin Public Utilities
Program Manager AMI/ MDM
procurement and Deployment)
Long Beach Gas & Oil ( Project
Sponsor - AMI Assessment /
Procurement / Deployment)
Long Beach Water Dept.

Project Sponsor - AMI
Assessment / Procurement /
Deployment)
Loudon Utilities Board ( Program
Manager AMI/ MDM Assessment
through Deployment
North Marin Water District, CA
AMI Assessment, Project
Sponsor - AMI Pilot)
City of Richland, WA ( Project
Sponsor - AMI Assessment /
Procurement)
City of Santa Rosa, CA
Procurement education and
training)
City of Topeka, KS ( Project
Manager ( SCADA Assessment, AMI
Grant IVR and CIS RFP, Data
Warehouse)
City of Wilson, NC ( Project
Sponsor -AMI Assessment 1
Procurement)
City Council 18 – 42 11/21/2023
Education and Certifications
BS Journalism and Media Studies
Rutgers University (May 2009)
BS Environmental Science
Rutgers University (May 2009)
Certified Project Management
Professional ( PMP)
The Project Management Institute
July 2013)
Certified Six Sigma Black Belt
January 2015)
Certified Social Media Specialist
Louisiana State University ( March 2013)
Completed the Louisiana Water
Operator Certification Exam for Level 1
Distribution, Production and Treatment
Completed the Louisiana Wastewater
Operator Certification Exam for Level 1
Collection and Treatment
Mrs. Griffin is a Manager for UtiliWorks Consulting, LLC based in Baton Rouge, LA with over 8 years of direct utility experience. Nicole specializes in project management, stakeholder outreach and education, procurement, assessment/ feasibility studies, UtiliWorks InsightTM administration and data optimization.

She supports project activities by performing industry research, preparing documentation and orchestrating meetings for utility clients.

Relevant experiences and background include:

Planning and executing water, gas and electric utility technology programs including but not limited to advanced meter infrastructure AMI), meter data management systems ( MOMS) and customer engagement platforms such as web portals and phone applications Managing project scopes, schedule, budgets and deliverables, to drive projects to completion achieving favorable outcomes
Developing smart grid/ water/ gas assessments and associated business cases with a clear roadmap to achieve anticipated benefits Administering UtitiWorks Insight, UtiliWorks' analysis and assessment tool Drafting request for proposal documents and leading technology procurement efforts
Creating stakeholder outreach and educational programs to increase positive engagement with utility providers
Designing and implementing data management programs to assist utilities in fully maximizing and optimizing the use of their data Project References
Alameda Municipal Power (AMI/
MDM/ Portal Program
Management, Procurement,
Assessment)
Fort Worth Water Department
Outreach Et Education, Business
Process, Assessment)
Bermuda Electric and Light
Company ( Procurement,
Outreach rt Education)
Albuquerque Bernalillo County
Water Utility Authority (Project
Coordination)
Austin Water (Meter Reading
Audit)
Barbados Light Et Power
Company (AMI/ MDM
Procurement)
Grand Bahama Power Company
AMI/ MDM Procurement)
Brownsville Public Utility Board
Project Coordination)
Chelan County Public Utility
District (Outreach 8 Education,
UtiliWorks Insight)
City of Arlington ( Grant Writing)
City of Galena Park (Grant
Writing)
City of Richland (AM]
Assessment, UtiliWorks Insight)
City of Ruston ( Project
Management, Outreach is
Education, Grant Reporting)
Monroe Water Department (AMI
Project Management)
Utility Consumers' Action
Network ( PUC Testimony)
City of Topeka (Grant Writing,
Project Coordination)
City of Wilson ( Project
Management, UtiliWorks Insight)
City of Winnipeg ( UtiliWorks
Insight, AMI Business Case)
Long Island Power Authority
Renewables Research)
Long Beach Gas and Oil
Outreach Et Education)
Long Beach Water (UtiliWorks
Insight)
Vineyard Energy Project ( Grant
Reporting)
Village of Freeport (AMI/ MDM
RFP)
City of San Marcos ( UtitiWorks
Insight, AMI Roadmap)
North Marin Water District
Outreach & Education)
City of Santa Rosa ( Outreach Ft
Education)
City Council 18 – 43 11/21/2023
Education and Certifications
BA Political Science
Claremont McKenna College ( May 1980)
BA Economics
Claremont McKenna College (May 1980)
Certified Project Management
Professional ( PMP)
The Project Management Institute
May 2014)
Certified Novell Engineer (CNE)
April 1995)
Completed Oracle Certification:
81 Architecture and
Administration ( May 2002)
SQL and PLISQL ( April 2002)
Bret Vonder Reith
Senior Associate
Mr. Vonder Reith brings over 25 years of project management, information systems development and application integration experience for a variety of industries to include Utility customers.

Bret' s background includes over 20 years as an Information Technology data integration specialist and consultant. Bret is a proven leader, successful at leading complex projects and achieving organizational goals and objectives. Bret is a certified Project Management Professional ( PMP) with the Project Management Institute.

Relevant experiences and background include:

Planning and executing water and electric utility AMI implementation plans including but not limfted to advanced meter infrastructure (AM]), meter data management systems ( MDMS) and customer engagement platforms such as web portals and phone applications
Managing project scopes, schedule, budgets and deliverables to drive projects to completion achieving favorable outcomes
ERP Systems Integration
Developing water utility assessments and associated business cases with a clear roadmap to achieve anticipated benefits
Administering UtiliWorks Insight, UtitiWorks' analysis and assessment tool Drafting request for proposal documents and leading technology procurement efforts
Designing and implementing data management programs to assist utilities in fully maximizing and optimizing the use of their data Project References
North Marin Water District
Project Manager)
City of Santa Rosa ( Systems
Integration SME)
Chelan County Public Utility
District (Business Case Analyst)
City of Buena Park ( Project
Manager)
City of Oceanside (Project
Manager)
City of Riverside ( Project
Manager)
City Council 18 – 44 11/21/2023
Education and Certifications
BS Business Administration
Cal Polytechnic University Pomona ( May
1985)
Joe Kelly
i
Deptoymer7l: Manager/ Meter SME
Mr. Kelly provides deployment management and metering subject matter expertise for UtiliWorks, Joe has 18 years' experience in the AMI/ AMR field, eight of those years as the owner of a meter installation company. In addition to deployment oversight, Joe provides expertise in metering and network communications.

Relevant experiences and background include:

Planning and executing water, gas and electric utility technology programs
Managing installation contractors in meter deployments, oversight of meter inventory and project schedules and contractor performance
Provide network feasibility surveys prior to network deployment Assists with smart grid/ water/ gas assessments and associated business cases with a clear roadmap to achieve anticipated benefits
Design and construction of meter test benches for use in Alpha phase deployments
Creating scopes of work and oversight for pre -deployment meter surveys
Augments utility staffing with AMI system administration during and after deployment
Project References
Alameda Municipal Power ( Procurement, Alpha/ Beta/ Fult deployment oversight of LEtG AMI network)
Long Beach Gas and Oil ( Full deployment oversight of Sensus AMI network)
North Marin Water District (Procurement and metering SME for Neptune AMI network)
Santa Rosa Water (Procurement, Meter SME, Alpha/ Beta/ Full Deployment oversight of Sensus AMI network)
Loudon Utilities (Procurement, test bench construction, Alpha/ Beta/ Full Deployment oversight)
City of Mesa ( Procurement, Full deployment oversight)
Sewerage and Water Board of New Orleans ( Pre -deployment meter/ meter box survey oversight)
City of Winston-Salem ( Pre -deployment meter box survey) Buena Park Water (Procurement, Full deployment oversight) City of Roseville ( Procurement, meter SME, Alpha/ Beta/ Fult Deployment oversight)
City Council 18 – 45 11/21/2023
Education and Certifications
BS Electrical Engineering
Kansas State University ( 1986)
Rankin
c@\ x 5
i b•"T
Don
Senior Associate
Mr. Rankin is an Electrical Engineer and experienced utility manager with 19 years leading Water, Wastewater and Stormwater Utility Operation and Maintenance, Capital Programs and Customer Service Operations. He is an innovative big picture thinker with strong analytical reporting skills. He developed utility business plans for reduced costs, improved services, and sustainable asset replacement that was tied to financial capacity.

Relevant experiences and background include:

Serving as a water subject matter expert for multiple advanced meter infrastructure (AMI) assessments
Planning and executing technology programs related to AMI and meter data management systems ( MDMS) that meet water utility goats and objectives
Matching advanced reporting capability to meet utility goals and objectives, while preparing analytical reports for AW related projects for water and electric utilities
Developing and accessing responses to request for proposal ( RFP) documents and technology procurement efforts especially in analytical reporting and business intelligence
Producing utility bitting system data visualization reporting tools to facilitate on -demand charts and graphs of utility customer bitting information
Creating utility billing data discovery and audit tools for utility revenue enhancement
Successfully obtaining modest multi -year utility rate increases Establishing project tracking toots for complex, multi -discipline, multi - project tracking
Developing wastewater combined sewer overflow plan that minimizes regulatory exposure
Successfully addressing community red water issues resulting in drastic reductions of customer complaints
Creating an asset management strategy for complete life cycle planning of water, wastewater, storm water and levee utility infrastructure Directing major rehabilitations of water and wastewater plants Project References
Winston Salem, NC ( Water
Business Intelligence Reporting)
Long Beach Water Department,
CA ( Water AMI Assessment,
Business Intelligence Reporting)
Long Beach Gas fx Oil
Department, CA ( Developing
cost allocation model to access
charges to multiple AMI / MDMS
users)
Alameda County Water District,
CA ( AMI Assessment and
Evaluation of existing AM[)
Chelan County Public Utility
District, WA ( Assessment
Evaluation)
WaterOne, KS ( Water RFP
Development and Vendor
Assessment)
Mesa, AZ ( Water, Gas, Electric
AMI Assessment)
Palo Alto Utilities Department,
CA (Water, Gas, Electric AMI
Assessment)
Oceanside Water Utilities
Department, CA ( Water AMI
Assessment)
New Orleans Sewerage and
Water Board, LA ( Water system
Assessment)
Fort Worth Water Department
Business Processes Assessment)
City Council 18 – 46 11/21/2023
Parvathi Murali
amillk
ill Associate ria
Previous Experience
Associate Technical Consultant
Red Clay Consulting ( 2014 - 2016)
Assistant System Engineer
TATA Consultancy Services ( 2012 - 2013)
Education and Certifications
Master of Science in Computer
Information Systems - Georgia State
University, 2014
Bachelor of Technology in Computer
Science Engineering - SRM University,
2012
Microsoft Certified IT Professional
MCITP), Aug 2011
Oracle Utilities Meter Data
Management 2 Pre -Sales Et Sales
Specialist, July 2014
Oracle Utilities Analytics Pre -Sales It
Sales Specialist, Sep 2015
Oracle Utilities Meter Data
Management 2 Support Specialist, Oct
2015
Specializations:

Advanced Metering Infrastructure
AMI) Administrator
Bitting QQ/ QC and Delinquent
Account Investigations
System Integration
Meter Data Management System

MDMS) SME
Customer Information Systems ( CIS)
Software Acceptance testing
End -User Training
Business Case Assessments
AMI / Smart metering / Smart grid
Business Intelligence and Anatytics
Business Process Improvement
Parvathi Murali is an Associate with UtitiWorks based in Vancouver, Canada with a background in software implementation, business intelligence, data analysis and project management. Ms. Murali has more than 6 years of technical experience wi both custom software applications and out -of -the -box implementations. She has contributed to projects and business development activities for clients across the energy and utility sector. She has in depth knowledge to understand complex systems and skills to effectively communicate business potential to persons with technical expertise, partner -level executives, and end users.

Relevant experiences and background include:

Advanced Metering Infrastructure (AMI) Administrator - Review, monitor and maintain systems as part of post -production support,
Perform End User Acceptance testing on Meter Data Management Systems MDMS), AMI Head End System( HES), Customer Portal, etc. for the client.

End to end bitting tests ( meter -to -cash process) and validation.

Bitting QA/ QC ft Delinquent Account Investigation.

Supervise team of bitting and collections investigators for QA/ QC and investigation of delinquent accounts.

MDMS RFP and Procurement, MDMS SME and Technical Integration SME.

Business Process Improvements.

CIS compatibility analysis, AMI roadmap assessments, financial and business modelling, strategic utility consulting.

Recent Client Projects
Alameda Municipal Power, CA
AMI Administrator, MDMS SME,
Technical Integration SME)
Municipal Light Ft Power, Alaska
SME for Meter Data Management
system RFP and vendor selection)
City of Topeka, KS ( SME Meter
Data Management system RFP
and vendor selection)
Santa Rosa Water, CA ( Business
Process Improvement and MDMS
SME)
Long Beach Gas Et Oil, CA ( MDMS
SME, MDMS System Audit)
City of Roseville, CA ( MDMS SME,
Technical Integration SME)
Winston Salem - Forsyth County
Water @ Sewer Utility, NC ( CIS
system compatibility report,
MDMS SME, Technical Integration
SME)
Sewerage & Water Board of
New Orleans, LA (Supervisor -
Bilting QA/ QC Ft Delinquent
Accounts)
Fort Worth Water Department,
TX (Business Process
Improvement and MDMS SME)
Loudon Public Utilities Board,
TN (MDMS SME, Technical
Integration SME)
Chelan Public Utilities
Department, WA (AMI
Recommendations report, AMI
Procurement, MDMS Evaluation)
City of San Marcos, TX (AMI
Assessment and Roadmap)
Riverside Public Utilities, CA
SME for Meter Data Management
system RFP and vendor
selection, Technical integration
SME)
City Council 18 – 47 11/21/2023
Executed Forms
Additionally, the following forms, included in ATTACHMENT 3: CERTIFICATIONS from the RFP, are signed and included in the subsequent pages as part of the proposal submittal package:

Nan -Collusion Affidavit
Non -Lobbying Certification
Non -Discrimination Certification
381Page
City Council 18 – 48 11/21/2023

NON -COLLUSION AFFIDAVIT
Title 73 United States Code Section 112 and Public Contract Code Section 7106) hn conformance with Title 23 United States Code Section I U and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person. partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in it false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall retrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or fo fix any overhead, profit, or cost element of the bid price, or of that of tiny other BIDDER, or to secure any advantage against the public body awardiag the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has no(. directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid.

Note: The above Non -collusion Affidavit is part of the Proposal. BIDDERS are cautioned that making it false certification may subject the certifier to criminal prosecution. signed —.__......__.—.

State o'f Ca6/iToen a ou/5/czi7tZ
Ptttr'isf) Geuntyoof Lc SL8alltoft mt
Subscribed and sworn to ( or affirmed) before me tin this 32tt day of 2019 by JjnD t O"Irrpn_ , proved to me on the basis of satisfactory evidence to be the person( s) who appeared before me
No ary Public Signature Notary Public Seal
City of Santa Ana RFP 18- 064

Page 31 ends

City Council 18 – 49 11/21/2023

NON -LOBBYING CERTIFICATION
The prospective participant certifies, by signing laid submitting this bill or proposal, to the best of his or her knowledge and belief, that:
1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member ofCongress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the uoaking of any Federal grant, the making of any Federal loam, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2) If any finds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an of'Pecr or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- 1, 1 , " Disclosure of Lobbying Activities," in conformance with its instructions. his certification is a material represctrtation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for malting at- entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $ 10, 000 and not more than $ 100, 000 for each Stich failure,
The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $ 100, 000 and that all such subrecipients shall certify and disclose accordingly.

Title:

Finn: V11C
Date: IZ bis ( 3
City of Santa Ana RFP 18- 064

Page 32 ends

City Council 18 – 50 11/21/2023

NON-DISCRIMINATION CERTIPICAT'ION
The undersigned consultant Or corporate oFticor, during the performance of this contract, certiflos as follows:

The Consultant shall not tliscriminata against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and ( fiat employees are troated during employment without, regard to their race, color, religion, sex, or national origin. Such action shalt include, but not be limited to, the following:
employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other farms of compensation; and selection for training, including apprenticeship, The Consultant agrees to post in Conspicuous places, available to employees slid applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause,

2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for wriployment without regard to race, color, religion, sex, or national origin.

3. The Consuhnnt shall solid to cacti labor union or representative or workers with which lac/ sloe Ilan it collective bargaining agreement Or other contract or understanding, a notice to he provided advising tine said tabor union or workers" represcinadves of tile Constdtant' s commitments under this section, and shall post copies ofthe notice in conspicuous places available to employees and applicants for employment.

4. The Consultant shall comply with all provisions of Executive Order 11246 or September 24, 1965, and of the rules, regtdatiens, and relevant orders of the Secretary of Labor.

5. The Consultant shall furnish all information and reports required by Executive Order I t246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, ind will permit access to his/ her books, records, and accounts by the administering agency and the Secretary of Labor ror purposes of investigation, to ascortairn compliance with such rules, regulations, and orders.

6. In the even( Of the Consultant' s non- carnpliance with lire nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspenood in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 1124E of September 24, 1965, and suait other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law.
rho Consultant shall include the portion of the sentence immediately preceding paragraph ( 1) and the provisions of paragraphs ( 1) through ( 7) in every subcontract or purchase order unless exempted by rules, regnlnion.s, or Orders, of the Secretary of Labor issue([ pursuant to Section 204 of Executive Order 11246 or September 24, 1965, so that ,Such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as ineans of enforcing such provisions, inCluding sanctions for noncompliance; provided, however, Chat in the event the Consultant becomes involved in, or is threatened with, litigation with a subeonsuhant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States.

8. Pursuant to California Labor Code Scceion t735, as added by Chapter 643 Staffs. 1939, and as amended, no City of Santa Ana R FP 18- 064
page 33
City Council 18 – 51 11/21/2023
discrimination shall be made u' the cmpinyment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental conclition, ittarital status, or ses oI' S i I persons, except as provided in Section 1420. and any consultant of Public works violating this Section is subject to all the
penalties unposed, forit violation ofthe Chapter.

Si necl:

Title: lkfChLCti Lv
Firm: iLLIl,Ju Q cnV I- 2 r Date: ( \
y. ? c City
of Santa Ana RFP 98-064 Page
34 City Council 18 – 52 11/21/2023
Deliver to:

City of Santa Ana
20 Civic Center Plaza
Santa Ana CA 92702- 1964
st'( 017qic Utility cormul, I na
City Council 18 – 53 11/21/2023
Purpose...................................................................................................... 3 Assumptions................................................................................................. 3 Task 1- Deployment Program Management - Proof of Concept ...................................... 4 Task 1. 1 AMI Program Kickoff 4
Task 1. 2 Proof of Concept Planning 4
Task 1. 3 Oversee/ Support Proof of Concept Deployment ........................................ 5 Task 1. 4 Oversee/ Support System( s) Training ..................................................... 6 Task 1. 5 Oversee/ Support System( s) Testing ...................................................... 6 Task 1. 6 Oversee Systems Integration 7
Task 2- Business Process Re- Engineering................................................................ 7 Task2. 1 Current State................................................................................ 8 Task 2. 2 Conceptual Future State (# 1) 8
Task 2. 3 As -Built Future State(# 2).................................................... ......... 9 Task 2. 4 Business Process Audit.................................................................... 10 Task 3- Communications Campaign.................................................................... 10 Task 3, 1 Communications Campaign Planning.................................................... 10 Task3. 2 Organizational Awareness................................................................ 11 Task 33 Customer Communications 11
Task 4- Full Deployment Quality Assurance and Quality Control.................................. 11 Task 4. 1 Oversee and Support Full Deployment.................................................. 11 Task 5 Business Intelligence and Reporting.......................................................... 13 Task 5. 1 Discovery and Use Case Identification.................................................. 14 Task5. 2 Use Case Design.............................................................. ... 14 Task 5. 3 Recommendations Report................................................................. 15 The City of Santa Ana page 12
City Council 18 – 54 11/21/2023
Advanced Metering Infrastructure
Program Planning and Implementation
Phase 2 Scope of Work
The installation of Advanced Metering Infrastructure ( AMI)/ Meter Data Management System MDMS) equipment/ software( s) involves multiple vendors with several moving parts. UtiliWorks has the program management expertise to manage these variables. By combining our team' s wealth of industry knowledge, Project Management Institute ( PMI) approach, and a hands- on approach, we will reduce the City of Santa Ana' s ( Santa Ana' s) overall program risk while ensuring successful outcomes.

As we recommend to all our clients deploying an AMI system, the scope of services below is designed around a proven phased approach. Our approach is designed for what is best for our clients. We work on your behalf, " as an extension of your staff," ensuring your interests are the primary focus throughout the effort. Our goal is to deliver Santa Ana the best quality AMI project on time and on budget.

This Statement of Work ( SOW) is to document the services UtiliWorks Consulting, LLC.

UtiliWorks") will provide the City of Santa Ana (" City" or " Santa Ana") for implementation activities associated with an AMI program which is inclusive of the advanced metering infrastructure and meter data management system projects. The following scope outlines eight 8) tasks, three ( 3) of which are included as optional:

1. Proof of Concept ( POC) Program Management

2. Business Process Re -Engineering

3. Communications Campaign

4. Full Deployment Quality Assurance and Quality Control

5. Business Intelligence and Reporting

6. Benefits Verification (OPTIONAL)

7. UtiliWorks Insight ( OPTIONAL)

8. AMI System Administration Staff Augmentation ( OPTIONAL) Assumptions
Santa Ana will assign a Project Manager to participate in regularly scheduled status calls with the UtiliWorks Project Manager to review open issues and remove barriers to progress.

The City will designate the necessary Subject Matter Experts ( SMEs) from all functional teams to actively participate throughout the ten phases of the project.

The City will have reasonable responsiveness to data requests, document or deliverables review and meeting requests.

Work will be performed by UtiliWorks resources either on -site or off -site in the completion of SOW deliverables.

During onsite sessions, The City witl provide meeting space, teleconference line, projector, and guest internet connection for meetings.

The City will be responsible for all terms and conditions outlined in the final agreement with vendor( s). UtiliWorks will provide input on certain terms and conditions as it relates to the materials and deployment.

The City of Santa Ana Page 13
City Council 18 – 55 11/21/2023
The City will contract as necessary with applicable billing system vendor or third party for purposes of integration design and development with the AMUMDMS systems. The billing/ CIS vendor or integrator will participate in reoccurring meetings and/ or status calls as needed.

Task 1- Deployment Program Management - Proof of Concept UtitiWorks will provide implementation management oversight and subject matter expertise to support deployment of the City' s AMI Project. The project will have two primary phases: A Proof of Concept ( POC) Phase and Full Deployment Phase. Specific tasks and deliverables associated with the POC are outlined below.

Task 1. 1 - AMI Program Kickoff
Prior to project kickoff, UtitiWorks will work with the City and the selected vendor(s) to develop and execute the project charter that will outline project governance and communicate the high- level project implementation approach and the responsibilities of all project participants.

UtitiWorks wilt work with Santa Ana and the selected vendor( s) to develop a comprehensive Project Execution Plan ( PEP). The purpose of the PEP is to provide a set of guiding principles regarding philosophy, judgments and actions to be taken over the course of the project. The PEP wilt outline the methods used for project controls related to: Quality Control, Risk/ Issue/ Change Management, and Communications. In conjunction with the development of the PEP, an integrated, milestone driven Microsoft project schedule will be developed to include work by all vendors for the Proof of Concept and Full Deployment phases.

UtiliWorks will facilitate an on -site kickoff meeting with all Santa Ana and vendor stakeholders to initiate the project and review the project scope, timeline, communications plan and housekeeping items.

Assumptions: Development of the integrated project schedule is dependent upon the receipt of each vendor specific proposed project schedule
Deliverables: Project Charter (*. doc), Onsite Project Kickoff, Project Execution Plan (*. doc), Integrated Microsoft Project Schedule (*. mpp)
Task 1. 2 - Proof of Concept Planning
The intent of the POC phase is to demonstrate full system functionality through a limited deployment. The POC will establish the necessary foundation and maximize the learning and training of the back -office processes that will benefit the utility in a large- scale roll -out. The POC itself is further divided into two phases - Alpha and Beta.

UtitiWorks will conduct a series of meetings with City staff and vendor( s) to define and document how the POC will be designed and deployed. The plan will include the following at a minimum: equipment acquisition; required materials; expected services including testing and training; and, entrance/ exit/ acceptance criteria for the Alpha and Beta phase of the POC. This plan is a living document that will be updated and refined over the course of the POC.

Deliverables: Proof of Concept Implementation Plan (*. doc) The City of Santa Ana Page 14
City Council 18 – 56 11/21/2023
Task 1. 3 - Oversee/ Support Proof of Concept Deployment UtiliWorks will work with the City' s project team, the vendor( s), and the designated systems integrator to execute the POC Implementation Plan, provide overall Project Management oversight and subject matter expertise, As is often the case during any large project, activities, tasks and timing may shift from the original plan. UtiliWorks will work with the project team to capture changes and adjust the plan accordingly. Throughout the POC, UtiliWorks will involve SMEs as required to support the numerous activities to be undertaken during this phase.

Project Management activities to support the POC phase will include: maintaining the overall project schedule; work with all project participants to monitor progress and adjust the work plan as needed to stay on schedule; facilitate regular project progress and other meetings; create project status reports as required with input from the City; work with the City to monitor the scope of work of each vendor; identify, report, and track open action items, project issues and risks, potential change orders, and project budget. Specifics pertaining to the oversight and support of both the Alpha and Beta phase are discussed in more detail in the following sub - tasks.

Task 1. 3a - Oversee/ Support Alpha POC Deployment
The intent of the Alpha POC phase is to begin building the AMI telecommunications network, equip a select/ limited number and type of meters with the necessary communication devices in a controlled environment, configure and deploy all application software, and start the development of all the necessary interfaces. Activities to include, but not limited to:

Coordinate with the City and the vendor(s) to identify the Alpha POC environment (i. e., meter shop/ test bench)
Coordinate with the City and the vendor( s) to schedule the necessary vendor discovery sessions that will inform business requirements and system configuration SME review of all vendor business requirements and system configuration documentation Coordinate the AMI and MDMS software installation and/ or configuration Coordinate with the City and vendor( s) to set up the secure communications with the respective data center(s) as applicable
Coordinate the acquisition of equipment
Assist with Alpha phase testing, defect tracking and troubleshooting Task 1. 3b - Oversee/ Support Beta POC Deployment
Upon the acceptance of the Alpha phase by the City, the project will move into the Beta Phase.

During the Beta phase, additional systems functionality is added and tested in manageable stages as more detailed, role -based training is provided to the user community. In parallel to development, testing and training activity, Santa Ana will be in the process of mapping the new business processes ( see Task 2) that will be adopted at the end of the Beta phase to support a seamless rollout during Full Deployment and beyond. Activities to include, but not limited to:

Coordinate the establishment of the Beta POC meters and location Coordinate the acquisition of equipment/ materials
Coordinate the identification, design, development, testing, and deployment of each respective system integration
Oversee and support the Beta meter/ equipment deployment Assist with Beta phase user acceptance testing, defect tracking and troubleshooting Assist with the development of the AMI billing cutover plan (" test" to " production") The City of Santa Ana Page 15
City Council 18 – 57 11/21/2023
Task 1. 4 - Oversee/ Support System( s) Training
Effective and timely training for Santa Ana personnel is critical to success of the project.

UtiliWorks will coordinate the timing and delivery of on -site vendor training during the POC in accordance with overall project schedule and coordinate with the City regarding the availability, suitability and readiness of a training environment and participants, It is expected that some level of system training will occur during the Alpha POC for the core project team members that will serve as Alpha testers. At a minimum, this would include training for handheld or meter installation software/ hardware and basic headend system navigation. More in depth, role -based user training is expected to occur during the Beta POC. This will reinforce the team' s knowledge and ownership of the newly deployed system and provide an opportunity to dive deeper into training topics.

UtiliWorks will review each vendor' s training plan submittal for completeness including: course descriptions; course agenda; equipment/ system requirements; participants; and, proposed timing. UtiliWorks may recommend additional training and other forms of end user training to supplement vendor training. UtiliWorks will work with each respective vendor and the Santa Ana Project Manager to coordinate each training session and align the training plan with a proposed training schedule over the course of each phase of the project.

Assumptions: UtiliWorks SMEs will participate on -site in vendor training activities. Task 1. 4 will be conducted in phases aligned with the integrated project schedule, Key milestones included in this task are: Alpha Phase training complete, Beta Phase training complete, Fell Deployment Training complete (if required).

Task 1. 5 - Oversee/ Support System( s) Testing
Critical to evaluating the success of the AMI POC and whether Santa Ana objectives are met is the plan and methodology for testing the installed solution. At a high level, testing is expected to include:

Vendor -led Functional Testing - Vendor conducted software testing to ensure agreed upon configuration of system( s) is delivered and working to specifications prior to the start of any City -led user testing
Alpha Phase Acceptance Testing - City -led interim phase testing to confirm read accuracy, alert functionality, AMI system two-way communications, and other exit criteria as outlined in the POC Implementation Plan.

Beta Phase User Acceptance Testing ( UAT) - City -led " real world" testing that validates that the delivered system can support daily business and user requirements. Full end - to -end testing will include: systems functionality; automated systems integration/ data transfer; register and interval read accuracy; new and redesigned business processes; and other exit criteria as outlined in the POC Implementation Plan.

UtiliWorks will review each vendor' s test plan submittal for completeness and advise the City on any proposed changes or additions. Upon delivery of the final vendor test plans, UtiliWorks will develop a single integrated test plan that wilt outline at a minimum: roles and responsibilities; testing procedures; and, entrance/ exit/ acceptance criteria as defined in the POC Implementation Plan. UtiliWorks wilt also oversee and support testing efforts during the POC. Specifically, UtiliWorks will:

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Review and provide feedback on vendor and utility test cases for each phase to identify potential gaps and supplement accordingly
Aggregate test cases provided by each vendor and the City for each phase Coordinate scheduling and execution of the testing by each vendor and the City Provide onsite testing oversight and support of the test team Establish an issue/ defect tracking system, monitor defects/ problems reported by the test team, facilitate assignment of problems for resolution, and ensure retest by the test team
Assumptions: UtiliWorks will oversee Utility personnel onsite during testing and can, but will not be required to, perform some testing with the City's permission and appropriate access to systems.

UtiliWorks will not build out detailed test scripts but will support the City in their efforts.

Deliverables: Integrated Test Plan (*. doc), Supplemental Test Cases (*. xls), Issue/ Defect tracking system (SharePoint)
Task 1. 6 - Oversee Systems Integration
UtiliWorks will coordinate and oversee the systems integration effort that will occur during the POC phase. The intent is to have the pre -identified systems interfaces designed, developed, tested and automated prior to full deployment start. UtitiWorks will lead a kickoff integration workshop with Santa Ana staff and the designated vendor(s) personnel to identify and confirm the security requirements and network architecture; systems -specific integration methodology; and begin the discussion on file layouts and interface requirements.

Following the kickoff, UtiliWorks will lead weekly technical review meetings with all designated personnel internal and external to Santa Ana to monitor progress and identify roadblocks to systems integration activities.

Assumptions: Designated SME's from Santa Ana, each Vendor, and any third -party integrator will participate in the workshop( s) and the weekly status meeting Deliverables: High-level systems integration diagram (*. vsd), Weekly meeting notes and integration activities tracker(s)
Task 2- Business Process Re -Engineering
UtiliWorks will engage Santa Ana in a series of workshops, designed to guide the Utility through changes to internal business processes as part of an AMI Deployment. To achieve the anticipated benefits of the systems, the City will need to adopt new processes. Vendors will often skim over recommendations detailing changes specific to business processes. UtiliWorks will utilize the background information on the City, including goals and objectives, to help drive discussion around operational changes that are the successful foundation for a Business Process Re - engineering ( BPR) effort.

This effort is also an important step for Change Management, since a wide range of employees and staff will be involved in BPR activities. In fact, this is an opportune time to get employees involved on the " ground -level." Many of the changes recognized during BPR workshops are the direct result of new technology and systems that will fundamentally change the way the Utility operates. As part of the BPR effort, the UtiliWorks team will work to identify redundancies in The City of Santa Ana Page 1 7
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business processes as well as uncover potential for streamlining processes, which includes changes that will occur with the implementation of AMI and associated technologies.

Mobl@atlon& Future State Jr. Workshop / Wor Acceptance
Current State Workshop Reporting& Analytics Development Future State 92 Workshop Testing (UAT) Audits) Proof of Concept / Systems Integration
i'i,gm e i - Generul I wneltne for 13PH Activities,
Task 2. 1 - Current State
By defining and documenting current business processes, UtiliWorks gains a clear understanding of the operational and organizational characteristics of each business process to inform how to re -engineer them to work with the AM] system and associated technologies. UtitiWorks begins with a workshop to gain understanding of how Utility operations currently function. The team will work with the City to document current state business processes as part of a cross - functional workshop, which includes a designated session for each business process. Supporting materials and demonstration of systems may be incorporated into the workshop agenda. ( For example, walk through bitting exception reporting in CIS).

UtitiWorks will work with the project team to designate a process owner for each area that wilt lead the change effort internally and be responsible for internal review check points during BPR development. Wherever possible, UtiliWorks will capture process metrics to establish a baseline for current state process analysis. This will aid the City in developing Key Performance Indicators (KPIs) to ensure desired program goats are attained.

The five core business processes that are directly impacted by the deployment of AM] include:

Meter Change- Out/ Retrofit
Billing Et Read Validation
Customer Inquiry and Response
Non -Pay Disconnect/ Reconnect
Move In/ Out
Assumptions: The City will identify pertinent team members that are most appropriate to participate in discussion ofprocess change, along with other key personnelforparticipation in each workshop
Deliverables: Narrative of each process (*. ppt), Finalized current state process diagrams (*. vsd) Task 2. 2 - Conceptual Future State (# 1)
The Future State #1 workshop is the second of three onsite business process workshops that are planned for the development of the final business processes. This review of each business process will focus on the development of the future state, building upon what was developed The City of Santa Ana Page 18
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in current state, and utilizing the new business applications ( MDMS system, AMI headend, AMI Infrastructure and AMI Meters as applicable) and the interfaces that will be deployed AMI/ MDMS, MDMS/ CIS, etc.).

This workshop is typically held during Alpha phase, prior to vendor training and systems configuration in order to help prepare the City to address open items with the vendors. This workshop should coincide with the Reporting Et Business Intelligence Strategy if that work is also in scope.

The Future State # 1 processes include:

Meter Change-Out/ Retrofit
Billing a Interval Read Validation ( includes VEE)
Customer Inquiry and Response
Non -Pay Disconnect/ Reconnect
Move In/ Out
Events £t Reports ( Data QA Matrix)
Mass Meter Changeout ( Deployment)
The new process area, Events Et Reports, will address the advanced ( non -billing related) functions enabled by the AMI/ MDMS systems. This additional business process area will help the City define the operational impacts that result from AMI/ MDMS implementation, UtiliWorks covers this area through creation of a Data QA Matrix during this task. The matrix identifies process owners, priorities, and the schedule for reviewing various system reports, alarms and events.

The new process area, Mass Meter Changeout, will address the process for mass meter exchange during Full Deployment, with a focus on the Santa Ana' s roles and responsibilities rather than the installation team' s procedures. This process will include how to handle any utility - installations, return -to -utility situations, and data exchanges with a work order management system. It is imperative this process be included in the future state design in order to get the City ready to transition to Full Deployment from POC. The discussion for the Mass Meter Changeout session will revolve around data and information flows, inventory control, route sequencing and deployment preparations.

Deliverables: Narrative of each process (*. ppt), Decisions and open items from workshop, Firstpass future state process diagrams (*. vsd), Draft Events & Reports Data QA Matrix.

Task 2. 3 - As -Built Future State (# 2)
The Future State #2 workshop is the third of three onsite business process workshops that are planned for the finalization of the business process flow diagrams and training materials. This final workshop will focus on addressing open items from earlier workshops, refining City staff decisions regarding, and incorporating any new information following vendor training and configuration of systems, This iteration serves to bring the process diagrams and supporting materials to a final state that can be utilized for future internal training activity. This workshop will include time for demonstration of active ( test or production) systems related to core business processes.

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The Future State #2 workshop typically follows atl training during POC in order to incorporate final changes into future state design.

The Future State # 2 processes include;
Meter Change-Out/ Retrofit
Billing & Read Validation ( includes VEE)
Customer Inquiry and Response
Non -Pay Disconnect/ Reconnect
Move In/ Out
Events Et Reports ( Data QA Matrix)
Mass Meter Changeout ( Deployment)
Deliverables: PowerPoint training slides incorporating ail business process decisions and workshop updates (*. ppt), Finalfuture state process diagrams (*. vsd), Final Events & Reports Data QA Matrix.

Task 2. 4 - Business Process Audit
UtiliWorks will review and audit the core business processes with City staff to determine how well the processes are working in the live environment. The audit wilt also identify what, if any, adjustments are needed and provide insight into individual users' performance. UtitiWorks will develop web forms to be used as test scripts to track each process audit. These scripts are based on the final business process documentation and wilt be used by UtiliWorks to follow along with each process step as they are performed by City staff onsite in a one on one format.

UtiliWorks wilt present summary findings and update the final business process documentation as -needed based on findings from the audit.

Deliverables: Raw audit results, Summary reporton key findingsfrom audit (*.doc) Task 3- Communications Campaign
Task 3. 1 - Communications Campaign Planning
UtiliWorks will develop an outreach and education campaign/ communications campaign plan that is in lock -step with the AM] Proof of Concept schedule. The program wilt enhance internal project communications for all utility departments and will foster proactive communications with utility customers and other external stakeholders. UtiliWorks will schedule a discovery with Santa Ana to address the following:

Refine goals, objectives, and strategy of the program ( taken from the assessment phase) Support the development of the overall project branding efforts Finalize ( baseline) the Plan that will serve as the guideline for the project deliverables.

The plan will be updated periodically to reflect changes to the Campaign and the AM[ Proof of Concept schedule.

Assumptions: The planning effort is conducted onsite
Deliverables: Communications Plan (*. doc)
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Task 3. 2 - Organizational Awareness
As part of the discovery sessions, UtiliWorks will work with the City to identify the key topics that will drive the content of the utility organizational awareness campaign. Topics may include:

AMI project benefits and information sharing
Transitional change effecting the organization
Theft Detection and Enforcement Policy
Green Initiative Concepts developed with AM]
Areas of concern including . RF, Privacy, Cyber Security, etc.

UtiliWorks will work with the City to develop the content appropriate for internal staff that will be published at various stages of the project. The content may be published via an e- mail newsletter, printed flyers, or other formats as deemed appropriate by the utility. UtiliWorks will also support the City in its effort to present this information to staff and field questions accordingly.

Assumptions: UtiliWorks will assist in the development of content Delivernbles: Content to be used for internal communications Task 3. 3 - Customer Communications
UtiliWorks will work with the City to develop the content for a variety of customer facing materials. Customer outreach and education pieces are expected to include:

Door hangers
Status letters
Press releases
Brochures
Webpages
UtiliWorks will advise the City on the timing of releasing the Information pieces to the customer base. Many of these materials wilt be distributed in parallel with other information pieces.

Assumptions: UtiliWorks will assist in the development of content. The list of customer education and outreach materials above can be modified based on the outcome of the discovery sessions if the approximate level of effort is commensurate and the changes are agreed upon by the City and UtiliWorks. Santa Ana will employ a graphic designer to assist with visual layouts and design. The printing, shipment and dissemination of materials will be handled by the City.

Deliverables: Content to be usedfor external customer communications Task 4- Full Deployment Quality Assurance and Quality Control Task 4. 1 - Oversee and Support Full Deployment
Upon Santa Ana acceptance of the Proof of Concept and approval to proceed with Full Deployment, UtiliWorks will provide structured project management to ensure that atl project tasks during the full deployment phase are executed in a timely, organized fashion. Given UtiliWorks field deployment expertise, we will provide the City with well -considered advice and recommendations on how to address potential issues or road blocks during this phase.

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Accurate recording and timely delivery of serial numbers, out reads, start reads, meter and endpoint characteristics, geographic co-ordinates, digital pictures, and install notes to the appropriate departments and systems at the City is key to full deployment success. UtiliWorks will work with the City and the Installation Contractor to develop the strategy and processes to monitor for tight control and provide a thorough audit of data to ensure a smooth transition to billing with AMI data,
To ensure a successful deployment, it is necessary to detail and document the numerous aspects of the Full Deployment phase. UtiliWorks will work with the designated City staff and vendor staff to develop a detailed Full Deployment Plan. At a minimum, this plan will detail processes and procedures for:

Inventory acquisition, supply chain and logistics
Contract employee protocols
Mass meter change out (Deployment)
Communications and reporting
Field installation quality assurance and audit
Data quality assurance and audit
UtiliWorks will manage and oversee the selected installation contractor and represent the City' s interests accordingly. Specific project management, logistics, training, troubleshooting, and quality assurance tasks to be performed by UtiliWorks during the full deployment phase are outlined in detail below:

Project Management
o Represent the City regarding management of AMI vendor and their contractors and provide input on change orders and scope creep
o Work with the City and the Installation contractor project manager to set production goals and monitor goal versus actual.
o Assist the City with scheduling internal installs and provide additional AMI device training as needed.
o Review and adjust schedule as needed based, inventory and Return to Utility RTUs). Provide insight that allows for flexibility in scheduling in a timely manner.
o Conduct a detailed review of the Installation contractor monthly invoice o Lead weekly Web based production status meetings with designated staff from the City, Installation contractor, UtiliWorks and AMI vendor. o Provide weekly status reports to the Santa Ana Project Manager to include weekly production updates, RTU' s, Quality Audit findings, safety reviews, field related issues and general discussion
o Meet with the Santa Ana PM weekly to review project status.

Materials Management
o Work with the installation contractor and the City to develop the necessary processes to accurately disperse, track, and report on the movement of equipment from warehouse through to installation.
o Ensure that vendor shipments to the City are timely, work with vendors to ensure lead times don' t affect production schedule, work with installation contractor PM to ensure a rolling 6- week inventory.
o Work with the City to ensure inventory levels are updated and accurate, disposition of RTU' s on a regular (weekly/ bi-weekly) basis.

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o Work with the installation contractor and the City to develop a strategy and tracking method for the salvage or disposal of removed meters.

Training Support/ Identification
o UtiliWorks will participate in all phases of training to gauge Installation contractor employee' s skills in the field.
o As part of UtiliWorks in -field audits, ensure that Installation contractor employees are working in a manner that meets or exceeds that of Santa Ana and recommend follow-up training as required.
o Provide on- the-job training to the designated Santa Ana AMI System Technician(s) to support troubleshooting efforts in the field.

Troubleshooting
o Work with the AMI vendor to troubleshoot and resolve any RF coverage issues including the potential need to deploy additional network infrastructure. o Work with the designated AMI System Technician( s) to troubleshoot meter issues as they arise.
o Work with the designated AMI System Technician( s) to troubleshoot meter/ system alarms, flags, exceptions, etc.

Quality Assurance
a Work with the Santa Ana Quality Manager to ensure that City standards are maintained by all installers
o Perform in -field installation quality audits of installations, to include:

Verify correct installation / check for leaks / check to verify meter pit lid fits correctly
Verify installation contractor performs instatl per specs established by the City
Verify installation contractor is working safely
o Perform data quality audits using installation contractor' s work order portal, to include:

Verification that meter was installed correctly
Verification that the correct meter was installed at the property Verification of correct " out read"
Review " as left" photos to ensure work area was left in good condition Assumptions: The City will designate an AMI System Technician and a backup resource to fulfill those duties during the project when the lead AM/ System Technician is unavailable Deliverables: Full Deployment Plan (*. doc), Weekly Project Status Reports (*. doc), Weekly Field and Data QA Status Reports (*. xls)
Task 5 - Business Intelligence and Reporting
Business Intelligence ( BI) is defined as a set of strategies, processes, applications, data, technologies and technical architectures used by companies to support the collection, data analysis, presentation and dissemination of business information. The high volume of data produced by an AMI system can greatly enhance overall utility operations, but only if that data is transformed into usable information.

This effort is intended to examine the reporting and analytical needs of the City and identify where the data can be integrated, analyzed, summarized and presented in a format that is valuable to the City and its staff. The following tasks will allow UtiliWorks to develop a clear The City of Santa Ana Page 1 13
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understanding of City philosophy, staffing, and current capabilities related to the technical and business aspects of analytics and reporting.

Operational, exception, and Business Intelligence Reports will be defined through specific use cases. These use cases will identify the interactions between users and systems to obtain the desired output at the desired time interval and frequency.

Task 5A - Discovery and Use Case Identification
To understand Santa Ana goals, readiness, and existing staffing and infrastructure to support the BI Reporting effort, UtiliWorks will conduct a series of discovery sessions. These sessions are intended to determine the utility' s technical and business readiness to leverage the AMI data.

UtiliWorks will lead discovery sessions to assess the capabilities and maturity of operational systems such as SCADA, CIS, GIS, and OMS. This includes how robust the software is and the ability of the software application to integrate with other systems, both inbound and outbound.

We will assess the City' s level of commitment to each respective software application and how well the staff understands the underlying system architecture, data structure and data quality.

Participants are likely to include: system owners, power users, analysts, and system administrators,
UtiliWorks will lead discovery sessions with City staff to identify and document existing reports, dashboards, and data analytics currently performed. UtiliWorks will assess the technical capabilities of the City staff such as the ability to extract data, develop queries, integrate data with other systems, and develop reports. UtiliWorks will also assess the analytical capabilities of existing staff and identify any apparent gaps that would hinder the BI Reporting effort.

UtiliWorks will lead discovery sessions with utility executives and department heads to outline respective goals related to the enhancement, monitoring, and tracking of electric utility, water utility, and business operations. This will include the identification of existing and desired reports, dashboards and analytics.

The outcome of these discovery sessions will help to define the future reports, dashboards, and analytics to be developed and inform the use cases that UtiliWorks will explore with City SMEs in the subsequent task.

Assumptions; Up to eight (8) use cases will be identified forfuture analysis.

Deliverables: Onsite KickoffAgenda and Presentation, Information coilected via discovery to be summarized in the Recommendations Report
Task 5. 2 - Use Case Design
A use case defines the interactions between users or systems to obtain the desired data or information at a desired time interval and frequency for a defined purpose, UtiliWorks will facilitate one- on• one whiteboard sessions with the designated SME( s) to develop the specific use cases identified in the discovery sessions. The desired result of this process is that staff begin to think about what data or methods for data retrieval and usage are available beyond their current day-to- day activities. These sessions should be limited to those individuals responsible for performing the task at hand to facilitate an in- depth discussion. These sessions The City of Santa Ana Page 1 14
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will be the launching point for UtiliWorks to make recommendations and refine the feedback into a final use case design. Points of the discussion will include:

Current methods for analyzing, and any reporting tools / data sources Review of AMI / MDM reports and reporting tools
Identify the data source( s) and how the data wilt be collected Specify the methods to access and present the data
Identify who/ what system will receive the data
Dellverohles: SME Use Case Workshops, Draft Use Case Design Document (*. ppt) Task 5. 3 - Recommendations Report
UtiliWorks will compile a summary report based on the outcome of the discovery sessions and use case design sessions. We will offer recommendations on how to advance the BI Reporting effort beyond the design phase. Topics will include:

Identify mismatches in Executive, Department, and SME perceptions Technical and analytical staffing requirements
Evaluation of current reporting tools in relation to new systems and the ability to access data using the current tools and make recommendations regarding toots that provide enhanced capabilities in terms of data access and data analysis.

New or custom reports/ dashboards
New software applications / modules / analytical tools
Integration with other utility IT systems
New users to add to systems ( i. e. data access)
Training requirements
beliverobles: Recommendotlons Report (* Joc)
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EXHIBIT B
Deliver to:

City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92701
j
Strafe , tic Ui WY Conu' dtvl
City Council 18 – 68 11/21/2023
Tabte of Contents
Section1 - Cost Proposal ................................... .......... _.......... ............ ................. ......... ......... 3

1. 1 Fee Proposal—, ........................................... ... _ .... ................. .......... . 3 1. 2 Estimated Project Timeline..................................................................................................................... 4

1. 3 Assumptions ...... ....... ........ ....................... ....... ............ ......................... ..............._................................... 4 Section 2 . Standard Labor Rates by Position......................................................................4 Pagel 2of4 O 2019 UtitiWorks Consulting
City Council 18 – 69 11/21/2023
Section 1 - Cast Proposal

1. 1 Fee Proposal
The fees proposed fall into the following categories:

Fixed fee based on percent complete by task
Fixed monthly project fees based on phase duration
Estimated travel expenses
UtiliWorks is proposing a not -to -exceed contract fee structure. Invoicing will be monthly based on percent complete by task plus monthly fees ( as applicable) Assuming a 13- month Proof of Concept and a 14- month Full Deployment, that equates to a level of effort for Phase 1 and 2 combined of approximately 3, 775 labor hours.

Moro..............
r,<F"C.;I ASG;
Phase 1 Procurement and Contracting

1. 1 Mobilization and Project Kickoff Fixed Fee 7, 705 7, 705

1. 2 State of Industry Review Fixed Fee 3, 210 3, 210

1. 3 Requirements Workshop Fixed Fee S 14, 382 14, 382

1. 4 Implementation Plan Fixed Fee 3, 852 S 3, 852

1. 5 Staffing Plan Fixed Fee 81561 8, 561

1. 6 RFP Development. Fixed Fee S 11, 728 11, 728
t. 7 RFP Administration Fixed Fee 5, 993 5, 993

1. 8 Response Evaluation Support Fixed Fee S 10, 416 S 10, 416

1. 9 Contracting and Negotiations Support Fixed Fee 18, 942 18, 942 Subtotal Phase 1 S 84, 789
Phase 2 • Program Planning and implementation

2. 1 Proof of Concept Deployment Project Management
Alpha and Beta} SJiAanth • 13 MONTHS 27,000 35 i, 000

2. 2 Full Deployment Project Management SIMonth - 14 MONTHS 12, 000 168, 000

2. 3 Business Process Re -Engineering Fixed Fee S 70, 767 70, 767

2. 4 Communications Campaign Fixed Fee 51, 365 S 51, 365

2. 5 Reporting and Business Intelligence Fixed Fee 29, 107 S 29, 107 Subtotal Phase 2 S 670, 239
Total Phase 1 and Phase 2 755, 027
Travel Expense Allowance Phase 1 and Phase 2 ( Estimated 60 person -trips) gilled of Cost S 1, 000. S 60,000
Grand Total 1115, 027

Page 1 ends

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1. 2 Estimated Project Timeline
UtiliWorks proposed fee is based on an estimated project duration of three ( 3) years starting in April 2019, Each phase and sub -phase are depicted below.

1. 3 Assumptions
The following assumptions are made regarding the fee proposal provided:

The travel budget is estimated at 60- person trips over the life of the project at $ 1, 000/ trip on average. Travel will be billed at actual cost, Actual trips required may vary. UtiliWorks will seek pre -approval from Santa Ana prior to booking travel.

Work witl be performed by UtiliWorks resources either on -site or off -site in the completion of SOW deliverables.

Any required state, city, or local government taxes, fees, or business licenses costs will be invoiced to the Santa Ana at actual cost incurred.

The City will make available to UtiliWorks all relevant information so that a comprehensive analysis may be performed. This information shalt be provided in a timely manner to not adversely influence the approved project plan and schedule, The City will appoint a Project Lead that will serve as the primary point of contact throughout the engagement. The Project Lead will assist in organizing the participation of staff, management, and stakeholders as needed.

The City and its team members will assume a proactive role in actively participating in project objectives, milestones, and defined project responsibilities.

Principal 260. 00
Senior Manager 220. 00
Man ag _ er 220. 00
Senior Associate 220. 00
Associate 190. 00
Senior Analyst i6OAO
Analyst 160,00
Junior Analyst i 15, 00
Administrative__ 5115. 00
Pagel 4 of 4
rr 2019 UtiliWorks Consulting
City Council 18 – 71 11/21/2023
AC ?/ D

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THIS
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PSF105720413 OBY06/ 2018 08/ OB/2019 Aggregate 2,000, 000 Deductible 5,000

DESCRIPTION OF OPERATIONS
ILOCATIONS / VEHICLES (ACORD 1D1, Additional Remarks Schedule, maybeattached If more space Is required) Cyber/ Technology Liability $ 2,000,000 Each Claim $2,000,000 Aggregate, Applicable to Certificate Holder: Blanket Additional Insured, PrimaryNon -Contributory basis, 30 days notice Of cancellation ( 10 days for non- payment) and Wavier of Subrogation Included in the General Liability Genera) Condition wording, If required by written contract. has of Sggo Rai required by written agreement with respects toWorkers Compensation. q tR Inij g,j7pr ofcertifcete holder when SHOULD ya ANY
OF

THEABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City ofSanta
Ana, The City, Its offcars, amployees agents, volunteers & ACCORDANCE WITH THE POLICY PROVISIONS. representatives asaddl Insds AUTHORIZED REPRESENTATIVE 20
CivicCenter Plaza Santa Ana CA
92701 J
J W
1UnaZVIO
AGURU CUHPORATION. Allrights reserved. ACORD 25 (2016/
03) The ACORD name and logo are registered marks of ACORD City Council 18 – 72 11/21/2023
City Council 18 – 73 11/21/2023
City Council 18 – 74 11/21/2023
CITY OF SANTA ANA FY 23/24CIP

CAPITAL IMPROVEMENT PROJECT WORKSHEET
PROJECT DESCRIPTION:

Replacement of all manual read water meters with new smart water meters.

PROJECT NEED:

Existing water meters are aging and in need of replacement. Smart meters allow for greater accuracy and customer engagement.

PROJECT TITLE:

Automated Metering Infrastructure -
Citywide
PROJECT CATEGORY:

Utility/Drainage/Lighting
Improvements
Water Improvements

LOCATION MAP

CITYWIDE
AGENCY: DIVISION: CONTACT: DATE:

Public Works Water Resources Armando Fernandez, Senior Civil Engineer 07-Nov-2023 PROJECT COSTS FY 23/24 FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 FY 29/30 Planning 250,000 - - - - - -
TOTAL 250,000 - - - - - -
SOURCE OF FUNDS FY 23/24 FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 FY 29/30 250,000 - - - - - -
TOTAL 250,000 - - - - - -
EXHIBIT 3
City Council 18 – 75 11/21/2023
Public Works Agency
www.santa-ana.org/public-works
Item # 19
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
November 21, 2023
TOPIC: AVEVA Select California Agreement

AGENDA TITLE
Approve Agreement with AVEVA Select California for Wonderware Software Support Services and Licensing in an Amount Not to Exceed $291,621.75 for Up to a ThreeYear Term (Non-General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute an agreement with AVEVA Select California to provide SCADA software, hardware, and installation services to the City’s water production facilities in an amount of $277,735 with a 5% contingency of $13,886.75, for a total not to exceed $291,621.75, for a three-year term beginning November 21, 2023 and expiring November 20, 2026, subject to non-substantive changes approved by the City Manager and City Attorney (Agreement No. 2023- XXX).

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
The Public Works Agency’s Water Resources Division (Water Resources) oversees and maintains the daily operations of the City’s water and sanitary sewer systems. The Supervisory Control and Data Acquisition (SCADA) software system is the central tool used by Water Resources to monitor, automate, and control the City’s water production systems, such as 21 groundwater wells, seven water pump stations, and four pressure control facilities. The SCADA system is crucial in maintaining operational efficiencies and identifying problems as soon as they occur, such as unsafe water pressure levels for emergency fire flow conditions and equipment failures.

On January 19, 2021, the City entered into an agreement with Wonderware California (now “AVEVA Select California”) to provide SCADA software, hardware, and installation services to the City’s water production facilities. AVEVA Select California successfully preserves historical data that is critical for the City to meet compliance reporting requirements, facilitates live system changes, and provides reliable 24/7 technical support to guarantee the delivery of quality water to residents. Approval of this item will allow Water Resources to retain support and development services for the SCADA software for a three-year period.

City Council 19 – 1 11/21/2023
AVEVA Select California Agreement
November 21, 2023

Page 2 ends

FISCAL IMPACT
Funding is available in the FY 2023-24 budget and funding for subsequent fiscal years will be included in the proposed budgets for City Council consideration.

Fiscal
Year
Accounting
Unit
- Account #
Fund
Description
Accounting Unit,
Account Description Amount
Contract (3-Year Term)
2023-24 06017640-
66511
Water
Water Utility Production
& Supply, Computer
Software Subscriptions
$92,578
2024-25 06017640-
66511
Water
Water Utility Production
& Supply, Computer
Software Subscriptions
$92,578
2025-26 06017640-
66511
Water
Water Utility Production
& Supply, Computer
Software Subscriptions
$92,579
2025-26 06017640-
66511
Water
Water Utility Production
& Supply, Computer
Software Subscriptions
$13,886.75
TOTAL $291,621.75

EXHIBIT(S)

1. Agreement with AVEVA Select California
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Steven A. Mendoza, Acting City Manager
City Council 19 – 2 11/21/2023

Page 1 of 9 ends

CONSULTANT AGREEMENT BETWEEN AVEVA SELECT CALIFORNIA AND THE

CITY OF SANTA ANA FOR WONDERWARE SOFTWARE SUPPORT

SERVICES AND LICENSING
THIS AGREEMENT is made and entered into on this 21st day of November, 2023, by and between AVEVA Select California (“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 have special skill and knowledge in the field of Supervisory Control and Data Acquisition (“SCADA”) software, hardware, and installation services to the City’s Public Works Agency.

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

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 Consultant’s Proposal & Fee Schedule, attached hereto and incorporated herein by reference as Exhibit A.

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 in Consultant’s Proposal & Fee Schedule (see Exhibit A.) The total compensation provided to Consultant for its services during the entire term of the Agreement shall not exceed $291,621.75, which is comprised of: (1) a base amount of $277,735.00 and (2) a five percent (5%) contingency in the amount of $13,886.75 for additional as-needed services, to be exercised at City’s sole discretion.
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 which may reasonably be expected by City.

EXHIBIT 1
City Council 19 – 3 11/21/2023

Page 2 of 9 ends

3. TERM
This Agreement shall commence on the date first written above and continue for a period of three (3) years, ending on November 20, 2026, unless terminated earlier in accordance with Section 15, 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
Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below.

Coverage shall be at least as broad as:
a. Commercial General Liability (CGL): Insurance Services Office (ISO) 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 City Council 19 – 4 11/21/2023

Page 3 of 9 ends

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. b. 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 electronicinformation, 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.
c. 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 Consultant 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.
i. 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 City in the care, custody, or control of the Consultant. If not covered under the Consultant’s liability policy, such “property” coverage of the City may be endorsed onto the Consultant’s Cyber Liability Policy as covered property as follows:
d. If the Consultant 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 Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. e. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions:
i. 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 Consultant including materials, parts, or equipment furnished in connectionwith City Council 19 – 5 11/21/2023

Page 4 of 9 ends

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 if notavailable, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). ii. Primary Coverage. For any claims related to this contract, the Consultant’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 self-insurance maintained by the City, its officers,officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.
iii. Notice of Cancellation. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. iv. Waiver of Subrogation. Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agreesto obtain any endorsement that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
v. Self-Insured Retentions. Self-insured retentions must be declared to and approved by the City. The City may require the Consultant 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.
vi. 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.
vii. Claims Made Policies. If any of the required policies provide coverage on a claimsmade basis:
• The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
• Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. • 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 Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.

City Council 19 – 6 11/21/2023

Page 5 of 9 ends

viii. Verification of Coverage. Consultant shall furnish the City with original Certificates of Insurance including all required amendatoryendorsements(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 priorto the work beginning shall not waive the Consultant’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.
ix. Subcontractors. Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. x. 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.

7. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, 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. 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 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 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.

City Council 19 – 7 11/21/2023

Page 6 of 9 ends

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.

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.

City Council 19 – 8 11/21/2023

Page 7 of 9 ends

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 contractors 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 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.

City Council 19 – 9 11/21/2023

Page 8 of 9 ends

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. 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:

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

Executive Director
Public Works Agency
City of Santa Ana
20 Civic Center Plaza
P.O. Box 1988
Santa Ana, California 92702
To Consultant:

AVEVA Select California
Attn: Brent McDowell
126 Mill Street
Healdsburg, California 95448
City Council 19 – 10 11/21/2023

Page 9 of 9 ends

20. 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
JENNIFER L. HALL STEVEN A. MENDOZA
City Clerk Acting City Manager
APPROVED AS TO FORM: CONSULTANT:

SONIA R. CARVALHO
City Attorney
By: ______________________________
JONATHAN T. MARTINEZ By:

Assistant City Attorney Title:

RECOMMENDED FOR APPROVAL:

NABIL SABA
Executive Director
Public Works Agency
Paul A Deas
CFO
City Council 19 – 11 11/21/2023

EXHIBIT A
CONSULTANT’S PROPOSAL & FEE SCHEDULE
City Council 19 – 12 11/21/2023
10/16/2023
AVEVA 3-Year CF + Support Services
Attn: James Burk
CTYSA
Direct Opp
126 Mill Street
Healdsburg, CA 95448
(866) 966-3376
QUOTE 310624.2
In Process
Bill To:
220 S. DAISY AVE
SANTA ANA, CA 92703
Ship To:

CITY OF SANTA ANA
direct (714) 647-3315
fax
direct
fax
main
(707) 473-3109
(707) 473-3190
(866) 966-3376
From: Brent McDowell
[email protected]

CITY OF SANTA ANA

CITY OF SANTA ANA
220 S. DAISY AVE
SANTA ANA, CA 92703
Customer Site ID: 242485 City of Santa Ana, 220 S. Daisy Ave, Santa Ana, CA 92703 Historian License(s) covered: 1965965, 2143477, 2143485, WW HMI SCADA License(s) covered: 2143471, 2143475, 2143476, 2143478, 2143479, 2143480, 2143481, 2143482, 2143483, 2143484, 2143487, 2143488, 2143489, 2143490, 2143491, 2143492, 2143493, 2143494, 2143495, 2143496, 2143497, 2143498, 2318602
AVEVA Reports License(s) covered: 1965966, 2143486
Included with AVEVA Premium Customer First Program are the following services:
• Security fixes, patches, updates and Hotfixes (*Only available while the CF contract Is valid) • Software version upgrades (*Only available while the CF contract is valid) • Emergency 24/7/365 Technical Telephone Support
• AVEVA Direct Technical Support: Access to technical resources at both the local distributor and directly from AVEVA. • Access to the AVEVA Knowledge and Support Center website: Knowledge base, case management, software downloads and more.
• Access to the Customer FIRST Mobile Support App
• E-Learning: Get on-demand access to AVEVA's rich library of modules * Please Note: 3 Year Term requires a PO for all 3 years at time of purchase. ____________________________________________ Wonderware solutions are now AVEVA solutions: Learn more about this exciting change here: https://sw.aveva.com/wonderware Interested in additional training? Please visit our website and view our events schedule at https://california.avevaselect.com Access the status of your order on our Online Order Status system!! Just click on the link contained in your order confirmation to begin the login process. Once signed up you can access via https://california.avevaselect.com Access our Return, Shipping, and other company policies at our website via https://california.avevaselect.com/aboutus/policies.aspx california.avevaselect.com
FOB: Healdsburg, CA
Pages:

Terms:

Freight:

Duration:

PO Number:

This quote is valid for 30 days.

Net 30 Days
Prepaid and Add
1 of 7 Remit to: 126 Mill Street, Healdsburg, CA 95448
City Council 19 – 13 11/21/2023
10/16/2023
AVEVA 3-Year CF + Support Services
Attn: James Burk
CTYSA
Direct Opp
126 Mill Street
Healdsburg, CA 95448
(866) 966-3376
QUOTE 310624.2
In Process
Bill To:
220 S. DAISY AVE
SANTA ANA, CA 92703
Ship To:

CITY OF SANTA ANA
direct (714) 647-3315
fax
direct
fax
main
(707) 473-3109
(707) 473-3190
(866) 966-3376
From: Brent McDowell
[email protected]

CITY OF SANTA ANA

CITY OF SANTA ANA
220 S. DAISY AVE
SANTA ANA, CA 92703
AVEVA Customer First, Year 1
Quantity Part Number/Description Availability* Tax Price Extension 1 1 Estimated 1-2 Weeks N $2,640.00 $2,640.00
CF# 122939 - Premium - Renewal - Historian
EXP 2/26/25
Line:1

CF-PREMIUM-R-HST
1 1 Estimated 1-2 Weeks N $2,410.00 $2,410.00
CF# 122939 - Customer FIRST - Premium -
Renewal - RFO EXP 2/26/25
Line:2

CF-PREMIUM-R-RFO
1 1 Estimated 1-2 Weeks N $23,030.00 $23,030.00
CF# 122939 - Premium - Renewal - WW HMI
EXP 2/26/25
Line:3

CF-PREMIUM-R-WW
Sub-Total $28,080.00
AVEVA Customer First, Year 2
Quantity Part Number/Description Availability* Tax Price Extension 1 1 Estimated 1-2 Weeks N $3,040.00 $3,040.00
CF# 122939 - Premium - Renewal - Historian
EXP 2/26/26
Line:4

CF-PREMIUM-R-HST
1 1 Estimated 1-2 Weeks N $2,775.00 $2,775.00
CF# 122939 - Customer FIRST - Premium -
Renewal - RFO EXP 2/26/26
Line:5

CF-PREMIUM-R-RFO
1 1 Estimated 1-2 Weeks N $26,485.00 $26,485.00
CF# 122939 - Premium - Renewal - WW HMI
EXP 2/26/26
Line:6

CF-PREMIUM-R-WW
Sub-Total $32,300.00
california.avevaselect.com
FOB: Healdsburg, CA
Pages:

Terms:

Freight:

Duration:

PO Number:

This quote is valid for 30 days.

Net 30 Days
Prepaid and Add
2 of 7 Remit to: 126 Mill Street, Healdsburg, CA 95448
City Council 19 – 14 11/21/2023
10/16/2023
AVEVA 3-Year CF + Support Services
Attn: James Burk
CTYSA
Direct Opp
126 Mill Street
Healdsburg, CA 95448
(866) 966-3376
QUOTE 310624.2
In Process
Bill To:
220 S. DAISY AVE
SANTA ANA, CA 92703
Ship To:

CITY OF SANTA ANA
direct (714) 647-3315
fax
direct
fax
main
(707) 473-3109
(707) 473-3190
(866) 966-3376
From: Brent McDowell
[email protected]

CITY OF SANTA ANA

CITY OF SANTA ANA
220 S. DAISY AVE
SANTA ANA, CA 92703
AVEVA Customer First, Year 3
Quantity Part Number/Description Availability* Tax Price Extension 1 1 Estimated 1-2 Weeks N $3,500.00 $3,500.00
CF# 122939 - Premium - Renewal - Historian
EXP 2/26/27
Line:7

CF-PREMIUM-R-HST
1 1 Estimated 1-2 Weeks N $3,195.00 $3,195.00
CF# 122939 - Customer FIRST - Premium -
Renewal - RFO EXP 2/26/27
Line:8

CF-PREMIUM-R-RFO
1 1 Estimated 1-2 Weeks N $30,460.00 $30,460.00
CF# 122939 - Premium - Renewal - WW HMI
EXP 2/26/27
Line:9

CF-PREMIUM-R-WW
Sub-Total $37,155.00
california.avevaselect.com
FOB: Healdsburg, CA
Pages:

Terms:

Freight:

Duration:

PO Number:

This quote is valid for 30 days.

Net 30 Days
Prepaid and Add
3 of 7 Remit to: 126 Mill Street, Healdsburg, CA 95448
City Council 19 – 15 11/21/2023
10/16/2023
AVEVA 3-Year CF + Support Services
Attn: James Burk
CTYSA
Direct Opp
126 Mill Street
Healdsburg, CA 95448
(866) 966-3376
QUOTE 310624.2
In Process
Bill To:
220 S. DAISY AVE
SANTA ANA, CA 92703
Ship To:

CITY OF SANTA ANA
direct (714) 647-3315
fax
direct
fax
main
(707) 473-3109
(707) 473-3190
(866) 966-3376
From: Brent McDowell
[email protected]

CITY OF SANTA ANA

CITY OF SANTA ANA
220 S. DAISY AVE
SANTA ANA, CA 92703
california.avevaselect.com
FOB: Healdsburg, CA
Pages:

Terms:

Freight:

Duration:

PO Number:

This quote is valid for 30 days.

Net 30 Days
Prepaid and Add
4 of 7 Remit to: 126 Mill Street, Healdsburg, CA 95448
City Council 19 – 16 11/21/2023
10/16/2023
AVEVA 3-Year CF + Support Services
Attn: James Burk
CTYSA
Direct Opp
126 Mill Street
Healdsburg, CA 95448
(866) 966-3376
QUOTE 310624.2
In Process
Bill To:
220 S. DAISY AVE
SANTA ANA, CA 92703
Ship To:

CITY OF SANTA ANA
direct (714) 647-3315
fax
direct
fax
main
(707) 473-3109
(707) 473-3190
(866) 966-3376
From: Brent McDowell
[email protected]

CITY OF SANTA ANA

CITY OF SANTA ANA
220 S. DAISY AVE
SANTA ANA, CA 92703
SCOPE
This is a time and materials (T&M) cost proposal for the Services Team to upgrade an existing System Platform installation as well as providing as-required support and assist with testing remaining sites for the City of Santa Ana. The approximate scope of work is defined below:

1.Upgrade the existing 2020 R2 System Platform installation to 2023 a. Architecture
i. Two (2) partnered historians
ii. Galaxy Repository
iii. Two (2) redundant AOS

1. Modbus OI Server

2. WIN911 Alarm Notification
iv. Two (2) RDS
b. A migration approach will be used minimizing downtime and allowing the new and old systems to run in parallel during validation. c. Validation testing and startup

2. Assist with checkout for sites not yet tested during initial System Platform commissioning.

3. Provide as-needed extended support services. CoSA has recently completed equipment and control upgrades at several sites and expects to complete similar upgrades at a few other sites in the future. These upgrades require significant modification of the System Platform installation. Support during these upgrades is included in the extended support hours covered by this proposal. Additionally, appropriate documentation will need to be developed. This includes finalizing the System Design document.

The extended support hours will be consumed on an as-needed basis and will be invoiced when consumed. Any hours not consumed by November 21st, 2026 will be lost.

For simplicity, a single rate will be used for all hours covered by this proposal.

All activity will be at the direction of James Burk, Senior Civil Engineer and XV Solutions Project Manager, Servando Varela.

ASSUMPTIONS
The following are assumptions or considerations that apply to this proposal. Deviations from these may result in schedule impact or additional costs to the client.

1. All work to be completed remotely

2. The Service Team response to requests for support will be on a best-effort basis. There is no guaranteed service level or response time.

3. End user will be responsible for both the electrical and mechanical installation of all equipment

4. End user will provide any required project infrastructure not specifically provided as part of this proposal, including:
a. All project hardware, including servers, workstations, mobile devices, network, etc., and they shall assure that it meets required project specifications
b. Mounting, installation, and wiring of all project hardware, and that it is operational and properly mounted, installed and wired and is ready for operation c. Server & workstation configuration including OS, network, virtualization, etc., and they shall assure that it is operational and properly configured to support required network communications
d. Server & workstation software licensing, including OS (Windows), virtualization, database, and other system-level software e. Any specific application software licensing (e.g., Aveva, Microsoft Office, Rockwell, etc.) f. Will make infrastructure available for project development and testing as required

5. End user shall provide reliable, robust remote access to relevant systems sufficient to allow remote development, testing, & support

6. End user shall provide required user credentials and permissions

7. End user shall ensure that appropriate, qualified staff are readily available to assist with all aspects of the project's design, development, testing, and deployment

8. End user-provided infrastructure, staff, and assets will be ready for defined onsite activities upon the Service Team’s arrival onsite. Additional on-site time or return visits to site due to lack of client system readiness, unavailability of support resources, etc. are subject to additional charges at our AVEVA Engineering Support
california.avevaselect.com
FOB: Healdsburg, CA
Pages:

Terms:

Freight:

Duration:

PO Number:

This quote is valid for 30 days.

Net 30 Days
Prepaid and Add
5 of 7 Remit to: 126 Mill Street, Healdsburg, CA 95448
City Council 19 – 17 11/21/2023
10/16/2023
AVEVA 3-Year CF + Support Services
Attn: James Burk
CTYSA
Direct Opp
126 Mill Street
Healdsburg, CA 95448
(866) 966-3376
QUOTE 310624.2
In Process
Bill To:
220 S. DAISY AVE
SANTA ANA, CA 92703
Ship To:

CITY OF SANTA ANA
direct (714) 647-3315
fax
direct
fax
main
(707) 473-3109
(707) 473-3190
(866) 966-3376
From: Brent McDowell
[email protected]

CITY OF SANTA ANA

CITY OF SANTA ANA
220 S. DAISY AVE
SANTA ANA, CA 92703

8. End user-provided infrastructure, staff, and assets will be ready for defined onsite activities upon the Service Team’s arrival onsite. Additional on-site time or return visits to site due to lack of client system readiness, unavailability of support resources, etc. are subject to additional charges at our standard service and travel rates
california.avevaselect.com
FOB: Healdsburg, CA
Pages:

Terms:

Freight:

Duration:

PO Number:

This quote is valid for 30 days.

Net 30 Days
Prepaid and Add
6 of 7 Remit to: 126 Mill Street, Healdsburg, CA 95448
City Council 19 – 18 11/21/2023
10/16/2023
AVEVA 3-Year CF + Support Services
Attn: James Burk
CTYSA
Direct Opp
126 Mill Street
Healdsburg, CA 95448
(866) 966-3376
QUOTE 310624.2
In Process
Bill To:
220 S. DAISY AVE
SANTA ANA, CA 92703
Ship To:

CITY OF SANTA ANA
direct (714) 647-3315
fax
direct
fax
main
(707) 473-3109
(707) 473-3190
(866) 966-3376
From: Brent McDowell
[email protected]

CITY OF SANTA ANA

CITY OF SANTA ANA
220 S. DAISY AVE
SANTA ANA, CA 92703
Quantity Part Number/Description Availability* Tax Price Extension 680 680 Estimated TBD N $265.00 $180,200.00
Remote System Design & Programming
Services - Hourly
Line:10
AX.SERVICES
Base Quotation Pricing Summary
Freight is NOT included in this total. Your final invoice may include freight charges.

TOTAL:

Freight:

Subtotal:

Tax (9.25%):

Taxable:

Non-Taxable: Availability:
- Part availability is subject to change and is based on the availability at the time this quote was created. - Time in transit is subject to change depending on the "Ship To" address that is provided by the customer at the time the order is placed and the method in which customer requests that the part(s) ship. - For "In Stock" parts, orders must be received by 3:00PM PST to ship same day. - For Factory Stock parts, please allow approximately one week for delivery via our standard shipping methods. $0.00
$277,735.00
TBD
$277,735.00
$0.00
$277,735.00
california.avevaselect.com
FOB: Healdsburg, CA
Pages:

Terms:

Freight:

Duration:

PO Number:

This quote is valid for 30 days.

Net 30 Days
Prepaid and Add
7 of 7 Remit to: 126 Mill Street, Healdsburg, CA 95448
City Council 19 – 19 11/21/2023
Public Works Agency
www.santa-ana.org/public-works
Item # 20
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
November 21, 2023
TOPIC: Amend Agreement for Water System Modeling Software

AGENDA TITLE
Approve an Amendment with Sedaru, formerly known as ID Modeling, Inc., to Extend the Agreement Term through June 30, 2024 for Water System Modeling Software (NonGeneral Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute a second amendment to the agreement with Sedaru for Water System Modeling Software to extend the existing term to expire June 30, 2024, with no supplementary expenses to the previously executed amount, subject to non-substantive changes approved by the City Manager and City Attorney (Agreement No. 2023-XXX).

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
On December 4, 2018, at the conclusion of a competitive bidding process, the City Council awarded a three-year agreement, with the provision for one two-year extension option, to Seadru to provide to the Public Works Agency’s Water Resources Division (Division) with water system hydraulic modeling software (Exhibit 1). This software was developed to ensure the overall water system reliability and develop current and future water system operational needs.

The Division has recently been informed that the Sedaru software platform will no longer be supported beyond the end of Fiscal Year 2023-24, and a new agreement is not an option once the current agreement expires on December 3, 2023. Given the short timeframe, Division staff has not been able to procure another option prior to the expiration of the agreement. However, Sedaru has provided an opportunity to provide short-term support until June 30, 2024.

Staff recommends approving this agreement amendment to extend the term through June 30, 2024 to allow time to finish existing projects, download data and information stored on the platform, and transition to another software platform.

City Council 20 – 1 11/21/2023
Amend Agreement for Water System Modeling Software
November 21, 2023

Page 2 ends

FISCAL IMPACT
Funds for the previously executed amount are budgeted and available for expenditure in the current fiscal year. There is no additional fiscal impact associated with the action.

EXHIBIT(S)

1. Agreement A-2018-275

2. Amendment with Sedaru
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Steven A. Mendoza, Acting City Manager
City Council 20 – 2 11/21/2023

INSURANCE NOT ON FILE
A-2018-275

WORK MAY NOT PROCEED

CLERK OF COUNCIL
DATE: JAN 14 2019

I AGREEMENT TO PROVIDE WATER SYSTEM COMPUTER
Acta a > e MODELING AND ENGINEERING SERVICES
THIS AGREEMENT is made and entered into this 4th day of December, 2018 by and between Sedaru, formerly known as ID Modeling, Inc. (" Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws ofthe State of California ("City").

RECITALS
A. The City has previously purchased hydraulic modeling and engineering services from Contractor, including the design and creation of a water system computer model.

13. The City desires to purchase from Contractor additional services, including model updates and software maintenance and support,
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:

I, SCOPE OF SERVICES
Contractor 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 Scope of Services - Exhibit A, attached hereto and incorporated by reference.

2. COMPENSATION
a, City agrees to pay, and Contractor agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit A. The total annual sum to be expended under the term of this Agreement, including any extension periods, shall not exceed $ 150,040.
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 expected by City.

Page I of 8
City Council 20 – 3 11/21/2023

3. TERM
This Agreement shall commence on the date first written above and terminate on December 3, 2021, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for one 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 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 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.

Page 2 of 8 ends

City Council 20 – 4 11/21/2023

INSURANCE
Prior to 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. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor' s operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1, 000,000 per occurrence, with $2, 000,000 in the aggregate. Such insurance shall ( a) name the City, its officers, employees, agents, volunteers and representatives as additional insured( s); ( b) be primary with respect to insurance or self-insurance programs maintained by the City; and ( c) contain standard separation of insureds provisions,
b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $ 1, 000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles.

C. Worker' s Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker' s compensation or to undertake self-insurance. Prior to commencing the performance ofthe work under this Agreement, Contractor agrees to obtain and maintain any employer' s liability insurance with limits not less than 1, 000,000 per accident.
d. 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 $ 1, 000,000 per claim with $2,000,000 in the aggregate.

C. The following requirements apply to the insurance to be provided by Contractor pursuant to this section:
i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City,
iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by Contractor, without thirty (30) days prior written notice to the City.

Page 3 of 8 ends

City Council 20 – 5 11/21/2023
iv) Contractor shall supply City with a fully executed additional insured endorsement.
if Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City' s election, to forthwith terminate this Agreement. Such termination shall not affect Contractor' s right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City.

S. INDEMNIFICATION
Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, 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 of the events referred to in this Section or by reason of the terns 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 reliefdue to personal or property rights arises by reason of the terns 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 ofany United States' letters patent, trademark, or copyright contained in the work product or documents provided by Contractor to the City pursuant to this Agreement.

Page 4 of 8 ends

City Council 20 – 6 11/21/2023

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 ofall 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 ofnon-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 Agreement.

To City: Cleric of the City Council
City of Santa Ana
20 Civic Center Plaza (NI -30)

Page 5 of 8 ends

City Council 20 – 7 11/21/2023
P. O. Box 1988
Santa Ana, CA 92702- 1988
Fax 714- 647- 6956
Copy to: Executive Director
Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P. O. Box 1988
Santa Ana, CA 92702
Fax 714-647- 5635
To Contractor: Sedaw
168 E. Arrow Hwy, #101
San Dimas, CA 91773
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 anypurchase 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 which are the subject to this Agreement performed by City personnel or by other contractors retained by City.

Page 6 of 8 ends

City Council 20 – 8 11/21/2023

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 (3 0) 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 which fails to meet the standard of performance specified in the Recitals of this Agreement.

18. NON-DISCRIMINATION
Contractor shall not discriminate because ofrace, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities 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 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 of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of

Page 7 of 8 ends

City Council 20 – 9 11/21/2023
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 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 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:

MARIA D. HUIZAR
Clerk ofthe Council

APPROVED AS TO FORM
SONIA R. CARVALHO
City Attorney
By:

Vin M. Funk
Assistant City Attorney

FOIL)IPPROVAL
Fuad S. Sweissl PLS
Executive Dire for
Public Works Alaenev

CITY OF SANTA ANA
PAUL GODINEZ I1
City Manager

CONTRACTOR
Q.,A-) wu
me: - ' AAW-fe 0
Title:

R Sicer.T I
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Page 8 of 8 ends

City Council 20 – 10 11/21/2023
Sedaru Proposal for
City of Santa Ana
On-going Water System Computer Model Solutions
z
112
5 SedarU
168 E Arrow Hwy, Suite 101
San Dimas, CA 91773 sedaru. com
Office: 626. 244.0700 [email protected]
City Council 20 – 11 11/21/2023
September 14, 2018
Mr. Rudy Rosas, P. E.

Senior Civil Engineer
City of Santa Ana
220 S. Daisy Ave. M- 85
Santa Ana, CA 92703
Subject: Proposal to Provide Ongoing Water System Computer Model Solutions, 3 -year Initial term, with optional renewal for 2 years Dear Mr. Rosas,
Sedaru, Inc. ( Sedaru) is pleased to submit this proposal to the City of Santa Ana ( City) to provide software and services to the City's water engineering department. This proposal serves as a continuation of services provided under Sedaru' s Water System Computer Model Solutions contract from 2015- 2018, wherein Sedaru delivered solutions from hydraulic modeling, to engineering analysis and applications designed to maximize the input, output, and recommendations from the City' s calibrated water system computer model.

Background: Sedaru has provided engineering solutions for the City since 2015, incorporating:
the City' s institutional knowledge, while gaining a unique and valuable understanding of the City' s water system hydraulic challenges, performance characteristics, infrastructure condition and opportunities for efficiency.

Unique, City -specific Experience: Sedaru has delivered a comprehensive range of engineering and operations related solutions, as summarized below.

Built and calibrated the City' s water system hydraulic model, Supported hydraulic simulations for the City' s 2016 Water System Master Plan, including:
o System -wide fire flow analysis to understand and plan -for system redundancy and adequate minimum fire flow protection,
o Criticality analysis to Identify the City' s most vulnerable corridors & related system valves
o Energy management analysis to assist with efficient use of existing system capacity, o Water quality analysis to identify areas of system stagnancy across the system, where high disinfectant bi- products may form.

Analyzed multiple water quality and operational related analyses to ensure acceptable minimum water age under varying demand conditions,
Delivered analysis, results, and a Technical Memorandum with recommendations for the County Administrative Block hydraulic Feasibility Study, Completion of a water system flushing program,
Delivery of the Hydraulic Model and GIS -based solution " Sedaru" to City Engineering & Operations staff to support ongoing, in- house:
o Hydraulic Simulations (Sedaru Modeling) for utility -focused analysis such as fire flows, o SCADA trending & alarms ( Sedaru OMNI), integrated in the same Model interface, o Facility Inspections from an app, w/ automated production reporting (Sedaru Fieldforce) o Identification of optimal pipeline replacement strategies for the City' s high return on its capital investment (Sedaru CIP). Services to implement this tool included:

City Council 20 – 12 11/21/2023
Integration of multiple system hydraulic and infrastructure condition assessment criteria such as fire flows, leaks, valve criticality, pipeline age, material, and more.

The above represents a significant collection of institutional knowledge gained by our staff to develop the City' s first-ever hydraulic model, with the application of that mode[ to the City' s Water System Master Plan, and deployment of upgraded technology to support a more integrated, dynamic, and informed decision making process for engineering.

Proposed Scope and Terms for Ongoing Solutions: By approval of this proposal and subsequent contracting of this proposed scope, the City authorizes Sedaru to provide maintenance and support for engineering software for a 3 -year initial term, with an optional renewal for 2 years..

Annualized support includes 2 categories of solutions: 1) ongoing software maintenance and support for the solutions authorized within the 2015-2018 Water System Computer Model Solutions contract, and 2) continued engineering related services to provide similar services to those described herein, including updates to the City' s current water model, These solutions have been summarized below:

1. $ 75, 000 per year for maintenance and support of the Sedaru engineering software, Inc.:
a. Sedaru Modeling: Run fire -flow analysis, size pipelines, evaluate pumps out of service. b. Sedaru OMNI & SCADA Connect: Track, trend, monitor, and report -on system performance, Including notifications and alarms of facilities running out of range. c. Sedaru Fieldforce & Auto -Reporting: Collect condition and performance data on key facilities in real-time, to automatically generate production reports. d. Sedaru CIP: Access condition and performance data from GIS, Hydraulic Model, Street Paving. Rank, weight, quantify & prioritize pipeline replacement projects with high. ROL e. Sedaru Ops: Predict operations to determine water age, and trace water supply to and from any point in the system to reduce the need for future water quality sampling.

2. $ 75, 000 per year forongoing engineering consulting services, delivered on an as -needed basis, utilizing the rate schedule included herein as Exhibit A. Consulting services may include and not be limited to:
a. Updates to the City' s water system hydraulic model, and related calibration efforts, to ensure reasonable water model results as compared to field or SCADA measurements. b. Updates may also include water quality parameters to support the City' s annual flushing program to maintain acceptable levels of water quality. c. Ongoing fire flow capacity analysis for developer requests, deficiency analysis to ensure high value return -on -investment on pipeline replacement projects, and simulations of water system operations Including pump controls, water quality, and more. d. Hydraulic model updates and related model results will provide the City' s Sedaru software with the latest information on City infrastructure and operations to support optimal software performance over time.

Total annual value of the contract is $ 150,000, and software maintenance is to be billed and paidin advance of each contract year. Consulting services billed on a percent complete basis.

City Council 20 – 13 11/21/2023
Proposed Project Team: Sedaru proposes a Project Team with a collective 100+ years of experience in delivering water system planning, operations, and technical software solutions, in addition to nearly 2 decades of experience with City -specific projects. Please see resumes included for the City' s consideration in Exhibit B.

We look forward to a continuing to deliver valued engineering and water system computer model solutions to the City' s Engineering Department, Please do not hesitate to contact me with any questions at all, at any time.

Sincerely,
Paul Hauffen,
City of Santa. Ana
Customer Service Manager
Sediaru, Inc..

Phone: ( 626) 354-7003
Email: [email protected]
City Council 20 – 14 11/21/2023
Exhibit Aoo
4 City Council 20 – 15 11/21/2023
Rates: Sedaru proposes the following rates for services rendered from July 1, 2018 through June 30, 2019. Rates will increase 3% annually per year,
Classification
Principal......................................................................................

Technical Advisor/ QA- QC............................................................

Senior Project Manager/ GIS Systems Integrator/ Developer......

Not to Exceed Hourly Rate
ProjectManager............................................................................................

Senior Project Engineer/ Modeler/Senior GIS Technician— ...........................

Project Engineer/ Modeler/ GIS Technician....................................................

ProjectAccountant........................................................................................

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City Council 20 – 16 11/21/2023
DATC( MMIDDIVYM CERTIFICATE OF LIABILITY INSURANCE I " MA19n, 51 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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PRODUCER
NFP Props & Casualty Services, lnc. 1551 NorthTlustInAvenue Suite 500
Santa Ana, CA 92705
617. 2327
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THIS 13 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, 7HE 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. 8888-
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DESCRIPTION OF OPERATIONS) LOCATIONS I VEHICLES DUORO 10, Aed111 IRMm., k. S.7b. dm.,,1N?V If required by written contract, The City, Its elected or appointed officials, brc 9 S" If, agents, employees and volunteers are Included as Additional than reds with PrimaryINon- C a ntributory wording and Waiver of respects General Liability per Endorsement SS000O0405 attached. r; jK I H required by written contract The City, Its elected - appointed y - ' sea and volunteers are Included as Additional Insureds with Prlmsry/ Non-Contrlbutory wording and W 9=atioaa rele fk HA99160312 aftachod. 30 days notice of btI or Intent to cancel policies will be provided Subpar to andursamorn SS12230611 and as respects auto liability per endorsement 1HO3130611 attached, City of Santa Ana
20 Civic Center Plaza
Ross Annex (N22)
Santa Ana, CA 92701

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AUTHORIZED REPRESENTATIVE
AGORD 25.(2016103).. 1 0198S-2015ACORO CORPORATION. All rights reserved, The ACORD name and logo are registered marks of ACORD
City Council 20 – 17 11/21/2023
AGENCY CUSTOMER ID: SEDAINC- 01
LOC #: 1

DAWNPHILLIPS

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Santa Ana City CouncilNovember 21, 2023

Santa Ana City Council
November 21, 2023