DRAFT ON-CALL SERVICES AGREEMENT BETWEEN
THE CITY OF SUNNYVALE AND TELESTAR INSTRUMENTS
FOR INSTRUMENTATION OF PLC AND SCADA
THIS AGREEMENT dated ______________________________ is by and between the CITY OF SUNNYVALE, a California chartered municipal corporation ("CITY"), and TELESTAR INSTRUMENTS ("CONTRACTOR").
WHEREAS, CITY is in need of specialize services in relation to the Instrumentation of PLC and SCADA; and
WHEREAS, CITY advertised a Request for Qualifications (RFQL) F24-083 on January 29, 2024 for On-Call Services for Instrumentation for PLC and SCADA; and WHEREAS, CONTRAC TOR submitted a statement of qualifications o n Februar y 29, 2024; and
WHEREAS, in reliance upon CONTRACTOR’s representations regarding its qualifications, CITY finds that CONTRACTOR possesses the skill and expertise to provide the required services; NOW, THEREFORE, THE PARTIES ENTER INTO THIS AGREEMENT.
1. Contract Documents
The complete Contract consists of the following documents: Exhibit A, Scope of Services; Notice Inviting Proposals; Instructions to Proposers; Specifications; Terms and Conditions; and CONTRACTOR's completed Proposal. These documents are all incorporated herein by reference. All exhibits, including all associated attachments, are attached hereto and incorporated herein by reference. The documents and exhibits comprising the complete contract are collectively referred to as the Contract Documents.
Any and all obligations of the CITY and the CONTRACTOR are fully set forth and described therein.
All of the above documents are intended to cooperate so that any work called for in one and not mentioned in the other or vice versa is to be executed the same as i f mentioned in all documents.
2. Services by CONTRACTOR
It is understood and agreed that tools, equipment, apparatus, facilities, labor, transportation, and material shall be furnished and work performed and completed as required in the bid documents under the sole direction and control of the CONTRACTOR, and subject to approval of the City.
3. Time for Performance
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The term of this Agreement shall be for two (2) years from the date of execution, unless otherwise terminated in accordance with Section 16 below. The schedule of performance may be revised by the mutual agreement of CONTRACTOR and the CITY. At the sole discretion of the City, the terms of the contract may be extended for addition timing if pricing, and service are acceptable by the City.
4. Compensation
CITY agrees to compensate CONTRACTOR at the rates outline in Exhibit “B,” Fee Schedule. In no event shall the total amount of compensation paid by CITY to CONTRACTOR under this agreement exceed the sum of Five Hundred Thousand and No/100 Dollars ($500,000.00), unless upon written modification of this Agreement. CONTRACTOR shall submit invoices to CITY no more frequently than monthly for services provided to date, and in accordance with the compensation schedule outline in Exhibit “A”. All invoices, including detailed backup, shall be sent to City of Sunnyvale, attention Accounts Payable, P.O. Box 3707, Sunnyvale, CA 94088- 3707 or [email protected]. Payment shall be made within thirty days upon receipt of an accurate itemized invoice by CITY’s Accounts Payable unit.
5. Wage Rates
CONTRACTOR shall comply with the minimum wage provisions set forth in Section 3.80.040 of the Sunnyvale Municipal Code.
6. Conflict of Interest
CONTRACTOR shall avoid all conflicts of interest, or appearance of conflict, in performing the services and agrees to immediately notify CITY of any facts that may give rise to a conflict of interest. CONTRACTOR is aware of the prohibition that no officer of CITY shall have any interest, direct or indirect, in this Agreement or in the proceeds thereof. During the term of this Agreement CONTRACTOR shall not accept employment or an obligation which is inconsisten t or incompatible with CONTRACTOR’S obligations under this Agreement.
7. Confidential Information
CONTRACTOR shall maintain in confidence and at no time use, except to the extent required to perform its obligations hereunder, any and all proprietary or confidential information of CITY of which CONTRACTOR may become aware in the performance of its services.
8. Compliance with Laws
A. CONTRACTOR shall not discriminate against, or engage in the harassment of, any City employee or volunteer or any employee of CONTRACTOR or applicant for employment because of an individual’s race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or veteran or military status, or any other protected characteristic in violation of federal o r state law. This Attachment 1
prohibition shall apply to all of CONTRACTOR’s employment practices and to all of CONTRACTOR’s activities as a provider of services to the City.
B. CONTRACTOR shall comply with all federal, state and city laws, statutes, ordinances, rules and regulations and the orders and decrees of any courts or administrative bodies or tribunals in any manner affecting the performance of the Agreement.
9. Independent Contractor
CONTRACTOR is acting as an independent contractor in furnishing the services or materials and performing the work required by this Agreement and is not an agent, servant or employee of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONTRACTOR. CONTRACTOR is responsible for paying all required state and federal taxes.
10. Indemnity
To the fullest extent permitted by law, CONTRACTOR shall indemnify, defend, and hold harmless the CITY, its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses, including attorney fees, arising out of the performance of the services described herein, caused in whole or in part by any negligent act or omission of CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the active negligence, sole negligence or willful acts of the CITY. The defense and indemnification obligations of this agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this agreement. CONTRACTOR’s responsibility for such defens e and indemnity obligations shall survive the termination or completion of this agreement.
11. Insurance
The City requires that CONTRACTOR maintain insurance requirements on the Pacific Insurance Network System (PINS). CONTRACTOR shall procure and maintain, at its own expense during the life of this Agreement, policies of insurance as specified in Exhibit "C" attached and incorporated herein by reference and shall provide all certificates and endorsements as specified in Exhibit "C" through PINS for approval by the City Risk Manager prior to CONTRACTOR (or subcontractor) commencing any work under this Agreement.
12. CITY Representative
Leonard Espinoza, Maintenance Manager, as the City Manager's authorized representative (“CITY representative”), shall represent CITY in all matters pertaining to the services to be rendered under this Agreement. All requirements of CITY pertaining to the services and materials to be rendered under this Agreement shall be coordinated through the CITY representative.
13. CONTRACTOR Representative
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Ben Herston, Managing Director shall represent CONTRACTOR (“CONTRACTOR representative”) in all matters pertaining to the services and materials to be rendered under this Agreement; all requirements of CONTRACTOR pertaining to the services or materials to be rendered under this Agreement shall be coordinated through the CONTRACTOR representative.
14. Notices
All notices required by this Agreement, other than invoices for payment which shall be sent directly to Accounts Payable, shall be in writing, and sent by first class with postage prepaid, or sent by commercial courier, to addressed below.as follows:
Nothing in this provision shall be construed to prohibit communication by more expedient means, such as by email, to accomplish timely communication. Each party may change the address by written notice in accordance with this paragraph. Notices delivered personally shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of three business days after mailing.
To CITY: Ramana Chinnakolta, Director
Environmental Services Department
CITY OF SUNNYVALE
P. O. Box 3707
Sunnyvale, CA 94088-3707
To CONTRACTOR: Telestar Instruments
Attn: Ben Herston, Managing Director
4017 Vista Park Court
Sacramento, CA 95834
15. Assignment
Neither party shall assign or sublet any portion of this Agreement without the prior written consent of the other party.
16. Termination
A. If CONTRACTOR defaults in the performance of this Agreement, or materially breaches any of its provisions, CITY at its option may terminate this Agreement by giving written notice to CONTRACTOR. In the event of such termination, CONTRACTOR shall be compensated in proportion to the percentage of satisfactory services performed or materials furnished (in relation to the total which would have been performed or furnished) through the date of receipt of notification from CITY to terminate.
CONTRACTOR shall present CITY with any work product completed at that point in time.
B. Without limitation to such rights or remedies as CITY shall otherwise have by law, CITY also shall have the right to terminate this Agreement for any reason upon ten (10) days' written notice to CONTRACTOR . In the event of such termination, CONTRACTOR shall be compensated in proportion to the percentage of services performed or materials Attachment 1
furnished (in relation to the total which would have been performed or furnished) through the date of receipt of notification from CITY to terminate. CONTRACTOR shall present CITY with any work product completed at that point in time.
C. If CITY fails to pay CONTRACTOR , CONTRACTOR at its option may terminate this Agreement if the failure is not remedied by CITY within 30 days after written notification of failure to pay.
17. Entire Agreement; Amendment
This writing constitutes the entire agreement between the parties relating to the services to be performed or materials to be furnished hereunder. No modification of this Agreement shall be effective unless and until such modification is evidenced by writing as an amendment to this Agreement signed by all parties. If the amendment is signed electronically, the digital signatures must comply with the requirements of California Government Code Section 16.5.
18. Governing Law, Jurisdiction and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law principles. Proper venue for legal actions will be exclusively vested in a state court in the County of Santa Clara. The parties agree that subject matter and personal jurisdiction are proper in state court in the County of Santa Clara, and waive all venue objections.
19. Ordering
The City shall require that the Contractor submit a proposal for each task order in competition with other Contractors prior to issuing a Purchase Order under this Agreement. Task orders will only be issued by authorized users of this Agreement. The task order request will generally include:
(a) the statement of work;
(b) a list of reporting requirements and any other deliverables; (c) instructions to the Contractor including, for example, information concerning the period of performance, and any special terms or conditions applicable to the task order.
The City project manager will determine the due date for responses and the level of review required based on the nature and complexity of the requirements. Payment for services rendered in the Task Order will be made in accordance with the rates set forth in Exhib it B “Compensation Schedule” and may be contingent on the completion and approval of deliverables.
20. Miscellaneous
Time shall be of the essence in this Agreement. Failure on the part of either party to enforce any provision of this Agreement shall not be construed as a waiver of the right to compel enforcement of such provision or any other provision.
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IN WITNESS WHEREOF, the parties have executed this Agreement.
CITY OF SUNNYVALE ("CITY") TELESTAR INSTRUMENTS ("CONTRACTOR")
By _____________________________ By _____________________________ City Manager ________________________________
Name and Title
ATTEST:
By ___________________________ By _____________________________ City Clerk ________________________________
Name and Title
APPROVED AS TO FORM:
By ___________________________
City Attorney
Attachment 1
Exhibit A
Scope of Services
This section provides the Contractor with examples of services that may be required during the term of the Agreement. However, the City offers no guarantee as to the quantity or type of work that will actually be requested.
Contractor shall furnish all la bor, tools, test equipment, safety equipment and transportation for assigned WPCP tasks. The technician will be provided a prioritized task list and report to an identified WPCP team member upon arrival onsite and prior to departing the site at the end of the day, work hours are eight-hour days M-F. Site facilities/equipment such as a work area, access to the site programming PC (SCADA/PLC), site radio (as required) and restrooms will be available. 24/7 emergency support should be included in proposal as a separate fee item.
Contractor shall also provide:
1. Reporting:
a. Provide regular reports on completed tasks, issues encountered, and recommendations for improvements.
b. Maintain clear documentation of all work performed.
2. Compliance:
a. Ensure compliance with all relevant safety regulations, standards, and protocols.
This Scope of Work is intended to guide the Contractor in providing comprehensive on -call services for the Water Treatment Plant's instrumentation, PLC, and SCADA systems. The City reserves the right to modify or add tasks based on evolving plant requirements.
A. Instrumentation:
The contractor/technician will be familiar with the calibration/troubleshooting of process instrumentation including level, flow, pressure, temperature, pH, turbidity and should be well versed in reading P&ID’s, including digital and analog wiring diagrams. They must follow all manufacturer instrumentation standard (ISA) specifications and a safety -first work practice as some instrumentation will be under plant process conditions (pressures, gasses, and chemicals) with both in-line and non-in-line instruments. The technician may be tasked to provide information on replacement and/or upgrades of process instrumentation and should be ab le to provide process recommendations, specifications, manufacturer, and vendor details.
B. Networking:
The WPCP operates an isolated OT (Operation Technologies) fiber optic/ethernet network, this network connects individual PLC’s including PLC RIO thro ugh N -Tron and Stratix switches providing communications/data to the onsite Rockwell RS View SCADA and other WPCP systems. The contractor/technician is required to have a working knowledge of IP network systems, managed switches, fiber optics (SM/MM) and ethernet (RJ45) by providing recommendations, operation support and troubleshooting.
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C. PLC/SCADA:
The WPCP has standardized on Rockwell PLC’s (ControlLogix, CompactLogix) for process control and RSView SE as the SCADA system for HMI interface control. Technicians will be proficient at Rockwell PLC programming in ladder logic and function block design including the use of process objects as well as Wonderware InTouch and Historian software’s.
D. Electrical:
The contractor will be familiar with installin g electrical conduits, conductors and network cabling to support PLC/Communication hardware repair, modifications and new installations.
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City of Sunnyvale
Request for Qualifications (RFQ)
On-Call Service for Instrumentation, PLC and SCADA
Section 5 – FEE SCHEDULE – REV. 1
TIME AND MATERIALS RATES, NORMAL WORKING HOURS
Senior SCADA / PLC Programmer ................................................................................................. $230.00/hr SCADA / PLC Programmer ............................................................................................................. $212.00/hr California State Certified Journeyman Electrician (Based on PW Rate for SC-2023-2) ................ $225.00/hr Instrument Controls System Technician (Calibration Tech) ......................................................... $188.00/hr Controls System Specialist ............................................................................................................ $205.00/hr Programming Software, Licenses and Associated Cabling ............................................................. $18.75/hr Vehicle Usage/Test Equipment/Tool charge .............................................................................. $260.00/day Materials and Third-Party Services......................................................................... cost + 5% (up to $10,000) Notes for Cost of Services:
1. Travel is billed portal to portal at the above hourly rates.
2. Rates above are effective through December 31, 2024.
3. Fuel surcharge (40% of Vehicle Usage/Fuel/Test Equipment/Tool charge) will be applied when gas prices exceed $4.00/gallon.
4. Overtime is billed at time and a half for time worked after 8 hours Monday-Friday, up to 12 hours.
Saturday is billed at time and a half up for time worked up to 8 hours. Sunday and all hours after 12 in a day is billed at double time.
5. Onsite service calls carry a 4-hour minimum per person; time over 4 hours is charged as 8 hours.
Minimum charge for remote support is 2 hours.
6. Telstar is available 24 hours per day, 7 days a week to provide remote and onsite services. Onsite emergency calls carry a 4-hour minimum.
7. Mark-up for materials and third-party services is set to 5% with a cap on materials up to $10,000.00.
Revised April 3, 2024 – Mickie Gardiner
Exhibit B
Fee Schedule
Attachment 1
EXHIBIT C
INSURANCE REQUIREMENTS
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work by the Contractor, their agents, representatives, or employees.
Minimum Scope and Limits of Insurance. Contractor shall maintain limits not less than:
1. Commercial General Liability: coverage written on an occurrence basis with limits not less than $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury, personal injury and property damage. ISO Occurrence Form shall be at least as broad as CG 0001.
2. Automobile Liability: coverage with a combined single limit of not less than $1,000,000 per occurrence applying t o all owned, non -owned, or hired vehicles used in conjunction with this contract for bodily injury and property damage. ISO Form shall be at least as broad as CA 0001.
3. Workers’ Compensation: Statutory Limits and Employer's Liability: $1,000,000 per accident for bodily injury or disease.
Industry Specific Coverages. If checked below, the following insurance is also required:
☐ Liquor Liability coverage written on an occurrence basis with limits not less than $1,000,000 per occurrence.
☒ Professional Liability / Errors and Omissions Liability coverage with limits not less than $2,000,000 per occurrence or claim.
☐ Cyber & Tech Liability coverage with limits not less than of $1,000,000 per occurrence or claim.
☐ Valuable Papers and Electronic Data Processing with limits not less than $10,000 each.
☐ Crime coverage with limits not less than $500,000 to include third party premises endorsement.
☐ If working directly with minors, the Certificate of Insurance must include coverage for molestation and sexual abuse with limits not less than $1,000,000 per occurrence and $2,000,000 aggregate.
☐ Pollution Liability coverage with limits not less than $2,000,000 per occurrence.
☐ MCS-90 Endorsement to Business Automobile insurance for transportation of hazardous materials and pollutants.
☐ Builder’s Risk / Course of Construction coverage written on an “all risk” basis with limits equal to the completed value of the project and no coinsurance penalty provisions.
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☐ Installation Floater coverage written on an “all risk” basis with limits equal to the completed value of the project and no coinsurance penalty provisions.
☐ Garage Liability cove rage written on an occurrence basis with limits not less than $1,000,000 per occurrence.
☐ Garage Keepers Liability coverage with limits not less than $100,000 per location.
☐ On-Hook coverage with limits not less than $100,000 per vehicle.
Deductibles, Self-Insured Retentions and Other Coverages:
Any deductibles or self -insured retentions must be declared and reviewed by the City’s Risk Manager. The Contractor shall guarantee payment of any losses and related investigations, claim administration and defense expenses within the deductible or self-insured retention.
The aforementioned insurance requirements can be met through any combination of self-insured, primary and excess/umbrella policies that fulfill the stipulated coverage as cited above.
Other Insurance Provisions:
1. During the term of the contract, the City of Sunnyvale, its officers, officials, employees, agents, and volunteers are to be covered as an additional insured in the Contractor’s commercial general liability policy (and if industry specific coverage box is checked above, liquor liability, valuable papers, electronic data processing, cyber & tech liability, pollution liability, sexual abuse and molestation, builder’s risk, and installation floater policies) with respect to liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents, or volunteers.
Additional Insured Endorsement for ongoing operations at least as broad as ISO CG 20 10 Scheduled, or automatic CG 20 38 and completed operations shall be at least as broad as ISO CG 20 37 scheduled or automatic ISO CG 20 40.
Contractor shall maintain commercial general liability insurance as required by this contract for a minimum of five years following the completion of this project. In the event contractor fails to obtain or maintain completed opera tions coverage as required by this agreement, the City at its sole discretion may purchase the coverage required and the cost will be paid by contractor.
2. During the term of the contract, the Contractor’s Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Sunnyvale.
3. For all Architects, Engineers and Design Professionals - If Industry Specific Coverage box is check above and if the Contractor’s Professional Liability/Errors and Omissions coverage is written on a claims made basis:
a. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
b. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the contract of work.
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c. If coverage is canceled or non -renewed, and not replaced with another claims - made policy form with a Retroactive Dat e prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of three (3) years after completion of contract work
4. If Industry Specific Coverage box is checked above, during the term of the contract, the Contractor’s Builder’s Risk / Course of Construction or Installation Floater policy shall provide coverage for any building, structures, machinery or equipment that is damaged, impaired, broken or destroyed during the performance of the Work, including during transit, installation and testing. The policy shall name the City as a Loss Payee with respect to any repairs or replacement of any damaged property or other amounts payable under the policy.
5. For any claims related to this project, the Contractor’s insurance shall be primary. Any insurance or self -insurance maintai ned by the City, its officers, officials, employees, agents and volunteers shall be excess of the Contractor’s insurance and shall not contribute with it and shall be at least as broad as ISO CG 20 01 04 13.
6. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers.
7. The Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
8. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.
9. Any umbrella or excess insurance liability policies shall be true “following form” of the underlying policy coverage, ter ms, conditions, and provisions and shall meet all of the insurance requirements stated in this document, including the additional insured, SIR, and primary and non-contributory insurance requirements for the benefit of City (if agreed to in a written contr act or agreement) until all coverage carried by or available to the Contractor’s primary and excess liability policies are exhausted and before the City’s own Insurance or self-insurance shall be called upon to contribute to a loss.
10. The policy limits of c overage shall be made available to the full limits of the policy. The minimum limits stated above shall not serve to reduce the Contractor’s policy limits of coverage. Therefore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater.
Acceptability of Insurers:
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A: VII, and who are admitted and authorized to do business and in good standing in California unless otherwise acceptable to the City’s Risk Manager.
Verification of Coverage:
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City utilizes PINSAdvantge.com (PINS) to track and verify all insurance related documents. City is no longer accepting Certificates of Insurance by mail and requires the use of PINS. City will email the Contractor requesting proof of insurance for this Contract through the PI NS platform ([email protected]), which include instructions on how to upload insurance documents electronically. Contractor shall furnish the City with an electron ic Certificate of Insurance effecting the coverage required. The certificates are to be signed by a person authorized by that insurer to bind coverage on its behalf and name City of Sunnyvale, Attn: Risk Management, 456 W. Olive Ave, Sunnyvale, CA 94088 as the certificate holder. All certificates are to be received and approved by the City, Risk Manager prior to commencement of work.
The Contractor shall provide certificate(s) evidencing renewals of all insurance required herein prior to the expiration date of any such insurance. Contractor shall submit insurance certificates reflecting the policy renewals through PINS. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
Subcontractors
Contractor shall require all subcontractors to procure and maintain insurance policies subject to these requirements. Failure of Contractor to verify existence of sub -contractor’s insurance shall not relieve Contractor from any claim arising from sub-contractors work on behalf of Contractor.
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