City of St. Helena
Special City Council Meeting
Monday, November 10, 2025 @ 9:00 AM
Main Conference Room - City Hall
1088 College Avenue, St. Helena
PLEASE NOTE: Any person who wishes to speak regarding an item on the agenda or make a comment under the "Oral Communication" portion of the agenda may do so, but please observe the time limit of four minutes.
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The schedule of upcoming meetings and published meeting agendas can be found on the City of St. Helena website at https://sthelena.civicweb.net/portal/.
Servicios de interpretación en español durante la reunión pueden ser solicitados por el público. Para asegurar que los intérpretes estén disponibles, los servicios tienen que ser solicitados al menos 72 horas antes de la reunión llamando a la oficina de la Secretaria de la Ciudad al (707) 968-2640 o por correo electrónico a [email protected].
El horario de las reuniones publicadas y próximas puede ser localizado en el sitio de web de la Ciudad en https://sthelena.civicweb.net/portal/ .
Page
1. CALL TO ORDER
2. ROLL CALL
Mayor: Paul Dohring, Vice Mayor: Michelle Deasy City Council Members:
Aaron Barak, Kate Spadarotto, Billy Summers
3. ADOPTION OF THE AGENDA
4. PUBLIC COMMENT:
Under California law, public comments at special meetings are limited to subjects on the agenda only. Therefore public comment will take place during consideration of the item. Each person’s comments shall be limited to 4 minutes.
5. NEW BUSINESS:
5.1. Consideration and Proposed Approval of a Resolution Authorizing the City Manager to Execute a Sole Source Professional Services 3 - 28
Agreement with Telstar Instruments, Inc. for Replacement of the City's Water System SCADA Hardware and Software in an Amount Not-toExceed $67,200 (Including 10% Contingency).
CEQA Determination: Not a CEQA project
Prepared By: Stephanie Killingsworth, Public Works Financial Analyst Recommendation:
Staff Recommends Approval of the attached Resolution.
Staff Report - Urgent Replacement of the City's Water System SCADA Hardware and Software - Pdf
6. ADJOURNMENT
The next Regular City Council meeting is scheduled for December 9, at 6:00 p.m. (There will also be a Special City Council Meeting on Tuesday, November 18 at 6 p.m.)
This agenda was posted at City Hall, 1088 College Avenue, and at Vintage Hall, 465 Main Street, St. Helena, California on November 7, 2025.
Andrew Bradley, City Clerk
In Compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please call the City Clerk’s Office (707) 967-2792. Notification 72 hours prior to the meeting as required by Section 202 of the Americans with Disabilities Act will enable the City to make reasonable arrangements to ensure accessibility to this meeting.
Any supplemental writings or documents distributed to a majority of the City Council regarding any item on this Agenda, after the posting of the Agenda, will be available for public review in the City Clerk’s Office located at 1088 College Avenue, St. Helena, California, during normal business hours and by appointment. In addition, such writings or documents will be made available on the City’s web site at https://sthelena.civicweb.net and will be available for public review at the respective meeting.
Agenda Report to the City Council
Agenda Section: NEW BUSINESS:
Department: Public Works
DATE: November 10, 2025
FROM: Stephanie Killingsworth, Public Works Financial Analyst SUBJECT: Consideration and Proposed Approval of a Resolution Authorizing the City Manager to Execute a Sole Source
Professional Services Agreement with Telstar Instruments, Inc. for Replacement of the City's Water System SCADA
Hardware and Software in an Amount Not-to-Exceed
$67,200 (Including 10% Contingency).
RECOMMENDED
ACTION:
Staff Recommends Approval of the attached Resolution.
PREVIOUS COUNCIL
ACTION:
None.
STATEMENT OF THE
PURPOSE:
To authorize the replacement of the City's Supervisory
Control and Data Acquisition (SCADA) hardware and
software to restore stability and ensure ongoing reliability of the water system monitoring and control functions at the City's Water Treatment Plant.
FINANCIAL IMPACT: Funding for this replacement is available in CIP Project W18-113 (Water System SCADA Improvements) and will
be paid from Water Revenue Bond.
BACKGROUND:
The City's existing SCADA system at the LSWTP has reached the end of its reliable service life. This computer operates the treatment plant and monitors other connected water system facilities including the Stonebridge Wells. Although temporary repairs were made and the system was restored to limited functionality, the City's IT vendor has advised that the computer may fail again at any time and cannot guarantee its stability in the current condition.
Without a functioning SCADA system operations revert to full manual control, this requires either continuous 24-hour staffing or daily system shutdowns, depending on water demand.
Telstar Instruments, a long-time integrator for the City's control systems, evaluated the system and provided a proposal outlining a comprehensive replacement and upgrade.
The proposal includes installation of a new server and client, configured with the latest software.
Agenda Item #5.1.
This replacement will restore full system functionality, stabilize the control environment, and serve as the foundation for future virtualized and redundant SCADA infrastructure.
DISCUSSION:
The proposed replacement includes procurement, configuration, installation, and testing of new SCADA server and client hardware, along with perpetual software licenses and system setup. The new configuration expands data-tag capacity and adds development licensing to accommodate future system modifications and integration.
Maintaining continuous and reliable SCADA operations is critical for monitoring source water, treatment processes, and system pressures. The proposed replacement directly addresses risks to operational continuity and regulatory compliance, ensuring ongoing control of the City's water production and distribution systems.
Since the failure of the existing SCADA computer, operations staff have been required to respond onsite for every alarm event, as the system no longer supports remote monitoring or control capabilities. These alarms occur very frequently, often exceeding 100 alerts over the course of a single weekend, and require after-hours physical presence to assess and verify each alarm condition.
Efforts to restore remote viewing have been unsuccessful, as both the City's SCADA integrator and IT consultant determined the existing CPU was too unstable to support additional software installation. As a result, staff have been managing the system manually for the past three weeks, accruing significant overtime and facing operational strain and burnout.
The proposed SCADA replacement will restore secure remote visibility and alarm management, significantly reducing overtime response, and protecting the City's ability to maintain safe and reliable water operations.
Note: The Telstar proposal included has been redacted for cybersecurity reasons due to sensitive details related to server configuration, software licensing, and network infrastructure.
The total cost of $61,054 covers all hardware, software, configuration, and installation services, with an additional 10% contingency to address unforeseen integration or configuration issues, for a total authorization of $67,200.
ENVIRONMENTAL REVIEW: None.
GOAL:
Goal 2: Improve Infrastructure & Further Environmental Sustainability Goal 3: Pursue Water Security & Sustainable Management of Water Resources Goal 7: Enhance Organizational Effectiveness
Agenda Item #5.1.
Goal 8: Implement Capital Improvement Plans (CIP) Projects Miscellaneous/Other DOCUMENTS ATTACHMENTS:
Telstar SCADA Resolution_110725
Telstar PSA_110725
W18-113 CIP Page
Agenda Item #5.1.
CITY OF ST. HELENA
RESOLUTION NO. 2025-__
RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE
A SOLE SOURCE PROFESSIONAL SERVICES AGREEMENT WITH
TELSTAR INSTRUMENTS, INC. FOR REPLACEMENT OF THE
CITY’S WATER SYSTEM SCADA HARDWARE AND SOFTWARE IN
AN AMOUNT NOT-TO-EXCEED $67,200 (INCLUDING 10%
CONTINGENCY).
RECITALS
A. The City of St. Helena operates the Louis Stralla Water Treatment Plant (LSWTP) and associated water facilities, including the Stonebridge Wells, which are controlled and monitored through the City’s Supervisory Control and Data Acquisition (SCADA) system; and
B. The SCADA computer used to operate the LSWTP and monitor other parts of the City’s water system failed, resulting in a loss of full monitoring and remote control capability; and
C. The City’s IT vendor temporarily restored the computer to limited functionality but could not guarantee its continued reliability in its current condition; and D. Without a functioning SCADA system, plant operations would revert to full manual control, requiring continuous 24-hour staffing or daily shutdowns depending on water demand; and
E. Telstar Instruments, Inc, the City’s long-standing SCADA integrator, evaluated the system and provided a proposal to replace the failed SCADA server and client hardware and to install updated software to restore stable system operation; and
F. City staff recommends approval of the proposed SCADA hardware and software replacement to maintain regulatory compliance, operational reliability, and continuity of service; and
G. Funding for this work is available in CIP Project W18-113 Water System SCADA Improvements, supported by Water Revenue Bonds.
Agenda Item #5.1.
RESOLUTION
NOW, THEREFORE, the City Council of the City of St. Helena resolves as follows:
1. Authorizes the City Manager to execute the Professional Services Agreement with Telstar Instruments, Inc. for the replacement of the City’s SCADA hardware and software in an amount not-to-exceed $67,200 (Including 10% Contingency.
2. Funding is as follows:
Description Fund GL Account Amount
W18-113
Construction Contract
763 – Water
Revenue Bonds 763-50-30-31-60 $67,200
Approved at a Special Meeting of the St. Helena City Council on November 10, 2025, by the following vote:
Mayor Dohring:
Vice Mayor Deasy:
Council Member Barak:
Council Member Spadarotto:
Council Member Summers:
APPROVED: ATTEST:
________________________ ________________________
Paul Jamison Dohring, Mayor Andrew Bradley, City Clerk
Agenda Item #5.1.
1 CITY OF ST. HELENA
PROFESSIONAL SERVICES AGREEMENT
Replacement of the City’s Water System SCADA Hardware and Software This Agreement is made and entered into as of November 10, 2025 by and between the City of St. Helena, a public agency organized and operating under the laws of the State of California (“City”), and Telstar Instruments, Inc. with its principal place of business at 4017 Vista Park Court, Sacramento, CA 95834 (hereinafter referred to as “Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.
RECITALS
A. City is a public agency of the State of California and is in need of professional services for the following project:
Replacement of the City’s Water System SCADA Hardware and Software (hereinafter referred to as “the Project”).
B. Consultant is duly licensed and has the necessary qualifications to provide such services.
C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Services.
Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A.”
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “A.” b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $54,536.00. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis.
3. Additional Work.
If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a Agenda Item #5.1.
2 statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.
5. Term.
The term of this Agreement shall be from October 21, 2025 to June 30, 2026, unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement and shall commence performance upon receipt of written notice from the City to proceed (“Notice to Proceed”). The Notice to Proceed shall set forth the date of commencement of work.
6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the nonperforming party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; pandemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement.
7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement
8. Standard of Care; Performance of Employees
Agenda Item #5.1.
3 a. Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. b. Consultant’s employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Contract. As provided for in the indemnification provisions of this Contract, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.
9. Assignment and Subcontracting
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and subcontractors as Consultant may deem appropriate to assist in the performance of services hereunder.
10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided.
11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
Agenda Item #5.1.
4 (1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Agreement (8) Property Damage
(9) Independent Contractors Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
c. Workers’ Compensation/Employer’s Liability
Agenda Item #5.1.
5 (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein.
This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 combined single limit
Employer’s Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement.
Agenda Item #5.1.
6 f. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.
(iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
h. Qualifying Insurers
Agenda Item #5.1.
7 (i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
i. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.
12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant's obligation to indemnify Agenda Item #5.1.
8 shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.
b. If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance of “design professional” services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.
13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if 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 officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. b. If the services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.
Agenda Item #5.1.
9 14. Safety.
Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life-saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.
15. Verification of Employment Eligibility.
By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.
16. INTENTIONALLY DELETED
17. Laws and Venue.
This Agreement shall be interpreted in accordance with the laws of the State of California.
If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a the Superior Court of California for the County of Napa.
18. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.
Agenda Item #5.1.
10 19. Ownership of Documents and Confidential Information. a. All deliverables and other documents generated by Consultant in the performance of the Services, including all work papers, work-in-progress, designs, drawings, documents, data, computations, specifications, studies and reports prepared by Consultant as a part of the Services or authorized Additional Services (“Consultant Work Product”) shall belong to and be subject to the sole ownership and use of City. b. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, drawings and specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. c. During the course of the performance of this Agreement, Consultant may receive written or verbal information from City, its representatives or agents, not in the public domain. Such information may include City’s know how, trade secrets, and other proprietary and confidential information and Consultant agrees to treat such information as confidential information belonging to City. Consultant agrees that neither it, nor its officers, employees, representatives, agents, successors, or assigns, will disclose such information to any third party or use the same in any manner without the prior written consent of City. Moreover, Consultant agrees to safeguard such proprietary and confidential information from unauthorized disclosure and/or use using the same degree of care it uses to protect its own proprietary and confidential information, but not less than a reasonable standard of care. In the event that disclosure of such information is sought pursuant to any law or regulation, Consultant shall promptly notify City of such fact to allow City to assert whatever exclusions or exemptions may be available to it under applicable law or regulation.
20. Organization
Consultant shall assign Suresh Patil as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.
21. Limitation of Agreement.
This Agreement is limited to and includes only the work included in the Project described above.
22. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to:
CITY:
City of St. Helena
1088 College Ave, St. Helena, CA 94574
Attn: Joseph Leach, Public Works
CONSULTANT:
Telstar Instruments, Inc.
4017 Vista Park Court, Sacramento, CA 95834
and shall be effective upon receipt thereof.
Agenda Item #5.1.
11 23. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.
24. Equal Opportunity Employment.
Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
25. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement.
26. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal.
27. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.
28. Non-Waiver
None of the provisions of this Agreement shall be considered waived by either Party, unless such waiver is specifically specified in writing.
29. Time of Essence
Time is of the essence for each and every provision of this Agreement.
30. City’s Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.
Agenda Item #5.1.
12 31. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
[SIGNATURES ON FOLLOWING PAGE]
Agenda Item #5.1.
13 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN CITY OF ST. HELENA
AND TELSTAR INSTRUMENTS, INC.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
CITY OF ST. HELENA TELSTAR INSTRUMENTS, INC.
By: By:
Anil Comelo Its:
City Manager
Printed Name:
ATTEST:
By:
Ethan Walsh, City Attorney
Agenda Item #5.1.
14 EXHIBIT A
Scope of Services
Agenda Item #5.1.
Contractor License #422364
Contractor DIR #1000000899
CONTROL SYSTEM INTEGRATION • INSTRUMENTATION SERVICES
SCADA/AUTOMATION • PLC/HMI • ELECTRICAL • CALIBRATION • MAINTENANCE 4017 Vista Park Court, Sacramento, CA 95834 Phone 916-646-1999, Fax 916-646-1096 1717 Solano Way, Unit 40, Concord, CA 94520 Phone 925-671-2888, Fax 925-671-9507 202 South Douty Street, Hanford, CA 93230 Phone 559-584-7116, Fax 559-584-8028
Nov 7, 2025
St. Helena, City Of
410 Crystal Springs Rd
St Helena CA, 94574
Sent via Email: [email protected]
Attn: Michele Ferrell
Subject: LSWTP SCADA upgrade
Reference: SR 30-44282 (Revision 3)
Dear Michele,
Telstar Instruments is pleased to provide a quote for the referenced project. Following the failure of the existing workstation, which has been temporarily repaired but remains unreliable—the City’s IT department has requested a more robust SCADA system environment. In response, Operations has asked Telstar to deliver an immediate solution for system recovery, with a subsequent phase planned to implement a fully virtualized and redundant (robust) SCADA system.
For this phase, Telstar proposes supplying and configuring a Dell Tower Server and one desktop client computer. In the future, these same resources can be leveraged, along with additional redundant hardware and licenses as needed, to support the development of a virtualized SCADA environment.
Telstar will provide the associated costs separately.
The scope of supply below applies to the immediate recovery solution only.
SCOPE OF SUPPLY / SERVICES ( SCADA UPGRADE)
The following scope of supply and services, along with associated costs, is divided into two parts :
A. Application Upgrade Hardware & Labor – Covers procurement, configuration, installation, and testing of the new SCADA server, Historian, client hardware, and Application upgrade Labor Cost.
B. License Upgrade Cost – Covers software licensing options (perpetual) and related add on licenses and License costs.
A. Application upgrade Hardware & labor
1. Telstar will procure and install one (1) SCADA Tower Server and one (1) Desktop Client Computer as per the configuration provided below.
o The server will be configured with software.
o Note: This server can later be repurposed for the future virtualized and redundant SCADA environment.
2. Workstations will be pre-configured in-house (Telstar Facility) with the latest versions of , ready for onsite installation.
3. Telstar will perform the SCADA application upgrades, including:
Agenda Item #5.1.
Contractor License #422364
Contractor DIR #1000000899
o
o
o
4. Telstar will install the computer hardware, test, and verify the new SCADA applications with Operations.
5. The desktop client will be configured as a .
6. Existing will be retained and utilized as part of the upgraded system.
7. Existing UPS will be retained and utilized as part of the upgraded system
8. LICNESING (patch) on the existing computer
A. Lump Sum Price (Application upgrade Hardware & labor) ................................................ $34,445.00 B. Upgrade Cost
The current license is limited to and is no longer under support. Details of the upgrade costs are provided below. The upgrades increase the tag count to and include a development license.
Perpetual Licensing (Qty 1 Each)
Lump Sum Price (Software Perpetual).................................................................................. $26,609.00 Shipping and handling for Telstar supplied materials IS INCLUDED.
Sales tax for materials IS INCLUDED.
-------------------------------------------------------------------------------------------------------------------------------------------------------- TOTAL LUMP SUM (Sections A & B)……………………………………………………………………………………..$61,054.00 Project Clarifications
A. Telstar will utilize the for this upgrade.
B. Workstation remote access is excluded. It is assumed that City IT will provide remote access to the SCADA node workstation.
C. Addition of is not included in this scope of
work.
Agenda Item #5.1.
Contractor License #422364
Contractor DIR #1000000899
Below is the configuration of the server and client hardware details:
1. Dell Workstation (Configuration as below): Qty 1
_ Includes packaging/shipping materials
2. Dell Desktop with Monitor (Configuration as below): Qty 1 Agenda Item #5.1.
Contractor License #422364
Contractor DIR #1000000899
_ Support: Basic Onsite Service 12 Months, Upgrade to 36
CLARIFICATIONS, EXCEPTIONS, AND EXCLUSIONS
a. Telstar will not be liable for any loss, damage, or disruption caused by any cybersecurity incidents.
b. Material price is valid for seven (7) days from date referenced on this quote (Refer to COVID clause RE: MATERIAL PRICING AND DELIVERY under Terms and Conditions) c. This quotation is based on the inclusion of Telstar’s standard Terms and Conditions as part of any purchase order, contract or other agreement.
d. Telstar’s quotation includes only those items listed above. Requests for additions/deletions from our scope will require a change in the quoted price. e. Telstar assumes no responsibility for performance, applicability, compatibility, start-up, testing, or acceptance of any equipment not furnished by Telstar under this proposal. f. Please reference the above stated quote number in all correspondence and purchase orders. g. A fee of 2% will be applied to all invoices paid by credit card.
Agenda Item #5.1.
Contractor License #422364
Contractor DIR #1000000899
TERMS AND CONDITIONS
Base Terms: Quotation is valid for 30 days from the date of Telstar’s quotation. Payment is due and payable 30 days from date of invoice. If payment is not received by the 30th day, a .05% daily service charge (18-3/4% per annum) will be charged on all accounts past due. In the event of a dispute concerning payment, attorney's fees, court costs and costs of collection will be paid to the prevailing party. The cost for permits and bonding are excluded unless expressly referenced in Telstar’s quotation. Our standard insurance applies unless agreed to in writing by Telstar.
Telstar’s standard one year parts only warranty applies to this quotation. All other warranties, express or implied, or referenced elsewhere in contract documents are excluded, including but not limited to implied warranties of merchantability or fitness for purpose. Unless expressly stated in Telstar’s estimate, this quote is based on standard straight time hours and does not include any prevailing wage rates. The price quoted herein is for the labor and materials specifically listed within the body of this quote. Service calls are charged at a 4-hour minimum per person, excluding travel time. Unless expressly stated in the quotation, training, operation and maintenance manuals, and preparation of as built drawings are excluded from Telstar’s scope of work.
Force Majeure: Telstar shall neither be liable for loss, damage, detention or delay nor be deemed to be in default for failure to perform when prevented from doing so by causes beyond its reasonable control including but not limited to acts of war (declared or undeclared), Acts of God, fire, strike, labor difficulties, acts or omissions of any governmental authority or of Customer, compliance with government regulations, insurrection or riot, embargo, delays or shortages in transportation or inability to obtain necessary labor, materials, or manufacturing facilities from usual sources or from defects or delays in the performance of its suppliers or subcontractors due to any of the foregoing enumerated causes. In the event of delay due to any such cause, the date of delivery will be extended by period equal to the delay plus a reasonable time to resume production, and the price will be adjusted to compensate Telstar Instruments for such delay.
Cancellation: In the event of cancellation by Customer, Customer agrees to fully reimburse and compensate Telstar for all costs associated with this Quotation or subsequent order, including but not limited to engineering, labor, materials, quote and estimating time, and product return fees, plus a ten percent (10%) markup to compensate for disruption in scheduling, planned production, indirect costs and profit. Payment for cancellation shall be due within ten (10) days from the date of submission of charges by Telstar.
Entire Agreement: This Quotation constitutes the entire agreement between Telstar and Customer. There are no agreements, understandings, restrictions, warranties, or representations between Telstar and Customer other than those set forth herein or herein provided. This Quotation may only be amended, changed or revised by a written amendment signed by an authorized representative of Telstar. No oral or implied agreements shall be of any force or affect.
Submittals: In the event Telstar receives a Notice to Proceed or a written statement to proceed with submittals, Telstar will be entitled to compensation based on percent of completion of submittal cost to Customer. Telstar will prepare only one set of submittals, and any resubmittals shall be subject to an additional charge for engineering time and other costs in preparing re-submittals.
Prevailing Wages: Customer must promptly inform Telstar when a project will be registered on the Department of Industrial Relations. Customer must inform Telstar if Certified Payroll Reports are required to be submitted to Customer. If Customer requests Certified Payroll Reports beyond four weeks in arrears, Customer may be charged an administrative processing fee of $50.00 per week generated for said reports.
Authorized Signers: Only the following authorized signers of Telstar have the complete legal authority to bind contractual documents: John D. Gardiner (President), Kyle A. Johnsen (Vice President), Robert S. Marston (Secretary), Benjamin R. Herston (Treasurer). If a document is signed by an unauthorized signer, the document will be void and unenforceable.
Industry Material Pricing and Delivery: Telstar is unable to hold prices on materials for more than 7 days. Prices for plastic, copper, steel, and other commodities fluctuate daily. Our vendors and manufacturers are experiencing unprecedented delays due to current industry labor shortages, shortage of containers, port congestion, and raw material shortages, that have extended lead times significantly. Telstar reserves the right to amend the delivery date and pricing of materials set forth in this quotation. Telstar considers any of the above-related changes imposed by our vendors and manufacturers as outside its reasonable control and subject to Force Majeure provisions.
Insurance: Telstar’s standard insurance limits will apply.
Open Shop: Telstar is an Open Shop contractor and will not be signatory to any unions.
Agenda Item #5.1.
Contractor License #422364
Contractor DIR #1000000899
CONTROL SYSTEM INTEGRATION • INSTRUMENTATION SERVICES
SCADA/AUTOMATION • PLC/HMI • ELECTRICAL • CALIBRATION • MAINTENANCE 4017 Vista Park Court, Sacramento, CA 95834 Phone 916-646-1999, Fax 916-646-1096 1717 Solano Way, Unit 40, Concord, CA 94520 Phone 925-671-2888, Fax 925-671-9507 202 South Douty Street, Hanford, CA 93230 Phone 559-584-7116, Fax 559-584-8028
We look forward to working with you on this project. If you have any questions, please contact me at the phone number below.
Sincerely,
Suresh Patil
SCADA Manager
Telstar Instruments
[email protected]
(916) 646-1999
Agenda Item #5.1.
Water System SCADA Improvements
Category
Project Citywide
Water
Project No: W18-113
Public Works
Location:
Responsible
Department:
2025-26 2026-27 2027-28 2029-30
PROJECT
TOTAL
EXPENDITURES
(Thousands of Dollars)
2028-29
Continued
Approp.
Exp/Enc as
of
2/28/2025
3110 - Design 20,000 20,000
3150 - Construction Management 15,000 15,000
3160 - Construction Contract 404,344 440,000 844,344
3170 - Contingency 58,327 58,327
EXPENDITURE TOTALS 404,344 533,327 937,671
FUNDING SOURCES
763-Water Capital Improvement - Bond 404,344 533,327 937,671 FUNDING TOTALS 404,344 533,327 937,671
EXPENDITURE ACCOUNTS: 763-5030-
STATUS: Ongoing
PRIORITY: High
PROJECT PURPOSE & DESCRIPTION:
The Water System SCADA Improvements Project involves citywide upgrades to the Supervisory Control and Data Aquisition (SCADA) system used to monitor and control the City's water infrastructure. The project focuses on integrating pump stations and treatment components into a centralized platform that enhances real-time system visibility, automation, and remote operations. Key components include: -Power and instrumentation upgrades at critical pump station and water facility sites. -Expansion and integration of SCADA control panels, sensors, and communications infrastructure. -Centralized monitoring to improve system reliability, efficiency, and emergency response.
This project modernizes the City's water system management and supports proactive operations and maintenance practices.
PROJECT NOTES:
•FY23 - Project name updated from "SCADA Improvements - Rutherford & Holmes" to reflect its expanded citywide scope.
•FY24 - Included in the Water Rate Study, with a proposed schedule for project delivery. -Funding authorized via: -Resolution 2023-154 (November 28, 2023) $154,366; -Resolution 2024-099 (June 25, 2024) $227,578.
•FY25 - SCADA improvements at the WTP expected to be completed by FY25 Q3. •FY26 - Final systemwide SCADA integration expected to be completed by FY26 Q2. -Award of Contract Proposed to Council on November 10, 2025. 52 Agenda Item #5.1.