ATTACHMENT #1
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Project Name: SCADA Maintenance & Repair Services
AGREEMENT FOR GENERAL SERVICES
BETWEEN THE CITY OF THOUSAND OAKS
AND
TECHNICAL SYSTEMS, INC.
THIS AGREEMENT made and entered into this 1 st day of February 2024, by and between the CITY OF THOUSAND OAKS, a municipal corporation (hereinafter referred to as "City"), and TECHNICAL SYSTEMS, INC. (hereinafter referred to as "Service Provider"). City and Service Provider agree as follows:
1. RETENTION OF SERVICE PROVIDER
City hereby retains Service Provider, and Service Provider hereby accepts such engagement, to perform the services described in Section 2. Service Provider warrants it has the qualifications, experience, and facilities to properly and timely perform said services.
2. DESCRIPTION OF SERVICES
The general services to be performed by Service Provider are as follows and are more particularly described in the Scope of Work, attached as Exhibit “A” and incorporated herein: scheduled and on-call services associated with maintenance and repair services, and software updates of the Supervisory Control and Data Acquisition (SCADA) system at the Hill Canyon Treatment Plant (HCTP).
3. COMPENSATION AND PAYMENT
(a) Maximum. The total compensation earned by or payable to Service Provider, by City, for any and all services under this Agreement shall not exceed $150,000 (herein "not to exceed amount”).
(b) Rate. Service Provider shall be paid hourly at the hourly rates and with reimbursement to Service Provider for those expenses set forth in the Schedule of Fees, attached as Exhibit “B” and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon Service Provider until December 31, 2024, after which may be subject to increases as stated therein.
Any increase in rates must be approved in writing by City’s Project Manager no less than thirty (30) days prior to their effective date and may not surpass the not to exceed amount.
(c) Payment. All payments shall be made within 30 days after receipt of written verification from Service Provider of the actual compensation earned, in a form satisfactory to City's Project Manager.
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(d) Extra Services. Additional work not reasonably encompassed by the Scope of Services described in Section 2 may be agreed upon only by execution of a written Amendment to this Agreement. No liability or right to compensation for extra services shall exist without such Amendment. Unless otherwise stated in the Amendment, applicable rates for extra services shall be at the rates set forth in Exhibit “B”.
4. CITY PROJECT MANAGER AND SERVICES BY CITY
The services to be performed by Service Provider shall be accomplished under the general direction of, and in coordination with, City's "Project Manager", as that staff person is designated by City from time to time, and who presently are, Enrique Perez, Maintenance Supervisor, and Steve Broggie, Senior Instrumentation and Electrical Technician.
5. TERMS OF PERFORMANCE
Non-Exclusivity. This Agreement is non-exclusive. City reserves the rights to retain, employ, or contract with other qualified services providers during the term of this Agreement on such occasions and in such circumstances as City shall determine are appropriate.
Ability to Perform. Service Provider warrants that it possesses, or has arranged through subcontracts, all capital and other equipment, labor, materials, and licenses necessary to carry out and complete the work hereunder in compliance with any and all federal, state, county, city, and special district laws, ordinances, and regulations.
Laws to be Observed. Service Provider shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws as well as with Ventura County and City of Thousand Oaks ordinances, regulations and adopted codes during its performance of the work.
Payment of Taxes. The contract prices shall include provision for all taxes that Service Provider is required to pay. Service Provider is responsible for all taxes required to be paid under this Agreement.
Permits and Licenses. Service Provider shall procure all permits and licenses, pay all charges and fees, and give all necessary or legally required notices.
Prevailing Wage. Service Provider may be obligated to pay prevailing wages under the California Labor Code. Service Provider agrees to indemnify, defend and hold City harmless from any claim that prevailing wages should have been paid, and shall be liable for the payment of the same and any penalties thereon. It is the responsibility of Service Provider to be familiar with the California DPW:290-10\ks\ev\Council\2024\011624\SCADA Maintenance and Repair Service Agreement Att 1.docx
Labor Code, and failure or neglect of Service Provider to understand the California Labor Code shall in no way relieve Service Provider from any obligations.
Department of Industrial Relations Requirements. The Work may be subject to the payment of not less than prevailing wages under California Labor Code Section 1770 et seq. The work is subject to compliance monitoring and enforcement by the Department of Industrial Relations. No contractor or subcontractor may be awarded a contract for public work on a public works project unless currently registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5.
Safety Provisions. Service Provider shall conform to the rules and regulations pertaining to safety established by Occupational Safety & Health Administration (OSHA) and the California Division of Industrial Safety.
Preservation of City Property. Service Provider shall provide and install suitable safeguards, approved by City, to protect City property from injury or damage. If City property is injured or damaged as a result of Service Provider's operations, it shall be replaced or restored within a reasonable time at Service Provider's expense. The facilities shall be replaced or restored to a condition as good as when Service Provider began work.
Subcontractors. Service Provider shall be solely responsible for ensuring that any subcontractors used in completing tasks under the Agreement comply with all pertinent laws and regulations as well as the relevant terms of this Agreement. City shall have no obligation to monitor or oversee subcontractors.
Immigration Act of 1986. Service Provider warrants on behalf of itself and all subcontractors engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder.
Service Provider Non-Discrimination. In the performance of this work, Service Provider agrees that it will not engage in, nor permit such subcontractors as it may employ, to engage in discrimination in employment of persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of such persons.
Work Delays. Should Service Provider be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default, act, or omission of City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or labor due to federal government restrictions arising out of defense or war programs, then the time of completion may, at City's sole option, be extended for such periods as may be agreed upon by City and Service Provider.
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Inspection. Service Provider shall furnish City with every reasonable opportunity for City to ascertain that the services of Service Provider are being performed in accordance with the requirements and intentions of this Agreement.
All work done and all materials furnished, if any, shall be subject to City's inspection and approval. The inspection of such work shall not relieve Service Provider of any of its obligations to fulfill its contract requirements.
Audit. Service Provider shall maintain, in accordance with generally accepted accounting principles, complete and accurate records of all activities and operations relating to this Agreement. Records, including but not limited to, timecards, employment records, work progress reports, reimbursements, invoices, project records, proprietary data and information, as well as licensed software and any electronic records shall be kept for a period of four years beyond the termination or expiration of this Agreement. Service Provider agrees that City, or its authorized representative, shall have the right to examine, audit, excerpt, copy or transcribe any of the records pertaining to this Agreement at any time during normal business hours. Service Provider shall reimburse City for all reasonable costs of the audit, including travel time and auditor costs, should such audit reveal an overcharge of five (5) percent or more. Any overcharge will be considered a breach of this Agreement and could be cause for termination. The obligations of this section shall be explicitly included in any subcontracts or other agreements entered into by Service Provider with respect to this Agreement, if allowed by this Agreement.
6. TERM, PROGRESS AND COMPLETION
This Agreement shall expire on January 31, 2027, unless Service Provider's authorized work assigned before the expiration of the term is not completed by that date. If work has not been completed during the allotted Agreement period, the terms and conditions of the Agreement, including all rights and obligations, shall remain in effect and bind the parties until the work is completed.
Service Provider shall not commence work on the services to be performed until (i) Service Provider furnishes proof of insurance as required by paragraph 9 below, and (ii) City gives written authorization to proceed with the work provided by City’s Project Manager.
7. NO ASSIGNMENT
This Agreement is not assignable by Service Provider without City's prior consent in writing.
8. HOLD HARMLESS AND INDEMNITY
(a) Hold Harmless for Service Provider's Damages. Service Provider holds City, its elected officials, officers, agents, employees and volunteers, DPW:290-10\ks\ev\Council\2024\011624\SCADA Maintenance and Repair Service Agreement Att 1.docx
harmless from all of Service Provider's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to Service Provider, to Service Provider's employees, to Service Provider’s contractors or subcontractors, or to the owners of Service Provider's firm, which damages, losses, injuries or liability occur during the work or services required under this Agreement, or performance of any activity or work required under this Agreement.
(b) Defense and Indemnity of Third-Party Claims/Liability. Service Provider shall indemnify, defend with legal counsel approved by City, and hold harmless City, its elected officials, officers, agents, employees and volunteers from and against all liability including, but not limited to, loss, damage, expense, cost (including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with Service Provider’s negligence, recklessness or willful misconduct in the performance of work hereunder or its failure to comply with any of its obligations contained in the Agreement, except such loss or damage which is caused by the sole or active negligence or willful misconduct of City. Should conflict of interest principles preclude a single legal counsel from representing both City and Service Provider, or should City otherwise find Service Provider’s legal counsel unacceptable, then Service Provider shall reimburse City its costs of defense, including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation. Service Provider shall promptly pay City any final judgment rendered against City (and its officers, officials, employees and volunteers) with respect to claims determined by a trier of fact to have been the result of Service Provider’s negligent, reckless or wrongful performance. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination or expiration of this Agreement.
Service Provider’s obligations under this section apply regardless of whether or not such claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or penalty, or liability was caused in part or contributed to by an Indemnitee. However, without affecting the rights of City under any provision of this Agreement, Service Provider shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City’s active negligence accounts for only a percentage of the liability involved, the obligation of Service Provider will be for that entire portion or percentage of liability not attributable to the active negligence of City.
(c) Nonwaiver. City does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by City, or the deposit with City, of any insurance certificates or policies described in Section 9.
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9. MINIMUM SCOPE AND LIMIT OF INSURANCE
Without limiting Service Provider’s indemnification of City, and prior to commencement of Work, Service Provider shall obtain, provide, and maintain at its own expense during the term of this Agreement, and any extension thereof, policies of insurance of the type and amounts described below in a form that is satisfactory to City.
Coverage shall be at least as broad as:
(a) Commercial General Liability (CGL): Service Provider shall, at Service Provider’s sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry General Liability insurance coverage at least as broad as Insurance Services form CG 00 01 in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate for bodily injury, personal and advertising injury and property damage, including with limitation, blanket contractual liability.
(b) Automobile Liability: Service Provider shall, at Service Provider’s sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry Automobile Liability insurance coverage at least as broad as Insurance Services form CA 00 01 or the exact equivalent covering bodily injury and property damage for all activities of Service Provider arising out of or in connection with the work to be performed under this Agreement, including coverage of any owned, hired, non-owned, or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Worker’s Compensation: Service Provider shall, at Service Provider’s sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry workers’ compensation statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident for bodily injury or disease. Service Provider shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers for all work performed by Service Provider, its employees, agents and subcontractors.
If Service Provider maintains higher limits than the minimum shown above, City requires and shall be entitled to coverage for the higher limits maintained by Service Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. (d) Cyber Liability Insurance: Consultant agrees to purchase and maintain throughout the term of this Agreement a technology/professional liability insurance policy, including coverage for network security/data protection liability insurance (also called “cyber liability”) covering liabilities for financial loss resulting DPW:290-10\ks\ev\Council\2024\011624\SCADA Maintenance and Repair Service Agreement Att 1.docx
or arising from acts, errors, or omissions, in rendering technology/professional services or in connection with the specific services described in this Agreement:
Violation or infringement of any right of privacy, including breach of security and breach of security/privacy laws, rules or regulations globally, now or hereinafter constituted or amended; Data theft, damage, unauthorized disclosure, destruction, or corruption, including without limitation, unauthorized access, unauthorized use, identity theft, theft of personally identifiable information or confidential corporate information in whatever form, transmission of a computer virus or other type of malicious code; and participation in a denial-of-service attack on third party computer systems; Loss or denial of service; No cyber terrorism exclusion; with a minimum limit of $1,000,000 each and every claim and in the aggregate. Such coverage must include technology/professional liability including breach of contract, privacy and security liability, privacy regulatory defense and payment of civil fines, payment of credit card provider penalties, and breach response costs (including without limitation, notification costs, forensics, credit protection services, call center services, identity theft protection services, and crisis management/public relations services).
Such insurance must explicitly address all of the foregoing without limitation if caused by an employee of Consultant or an independent contractor working on behalf of Consultant in performing services under this Agreement. Policy must provide coverage for wrongful acts, claims, and lawsuits anywhere in the world.
Such insurance must include affirmative contractual liability coverage for the data breach indemnity in this Agreement for all damages, defense costs, privacy regulatory civil fines and penalties, and reasonable and necessary data breach notification, forensics, credit protection services, public relations/crisis management, and other data breach mitigation services resulting from a breach of confidentiality or breach of security by or on behalf of Consultant.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
City, its elected officials, officers, agents, 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 Service Provider including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Service Provider’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10 10 01 and CG 20 37 10 01 if a later edition is used). The provision shall also apply to any DPW:290-10\ks\ev\Council\2024\011624\SCADA Maintenance and Repair Service Agreement Att 1.docx
excess liability policies. In addition, Service Provider shall ensure that the automobile liability policy contains a provision covering City as an additional insured and shall obtain an endorsement to that effect if it does not.
Excess Insurance
The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. Umbrella or excess policies shall provide coverage at least as broad as specified for underlying coverages and covering those insured in the underlying policies. Coverage shall be “pay on behalf” with defense costs payable in addition to policy limits. There shall be no cross-liability exclusion of claims or suits by one insured against the other. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City as required in written contract or agreement before City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
City’s Rights of Enforcement
In the event any policy of insurance required under this Agreement does not comply with these specifications or is cancelled 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 Service Provider, or City will withhold amounts sufficient to pay premium from Service Provider’s payments. In the alternative, City may cancel this Agreement.
City’s Right to Revise Specifications
City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Service Provider ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Service Provider, City and Service Provider may renegotiate Service Provider's compensation.
Primary and Non-Contributory Coverage
For any claims related to this Agreement, Service Provider's insurance coverage shall be primary insurance as respects City, its elected officials, officers, agents, employees and volunteers. Any insurance or self-insurance maintained by City, its elected officials, officers, agents, employees or volunteers shall be excess of Service Provider's insurance and shall not contribute with it and be at least as broad as CG 20 01 04 13.
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Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to City.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by City. City may require Service Provider to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers
All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with a current A.M. Best’s rating of no less than A:VII, (unless otherwise acceptable to City).
Waiver of Subrogation
All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected officials, officers, agents, employees or volunteers or shall specifically allow Service Provider, or others providing insurance evidence in compliance with these specifications, to waive their right of recovery prior to a loss. Service Provider hereby waives his own right of recovery against City and shall require similar written express waivers and insurance clauses from each of its subcontractors. Copies of these waivers shall be submitted to City prior to commencement of work.
Claims Made Policies
If any of the required policies provided coverage on a claims-made basis:
(a)The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of contract work.
(b)Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the work required under this Agreement.
(c)If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Agreement effective date, Service Provider must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Agreement work.
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Verification of Coverage
Service Provider shall provide City with copies of certificates (on City certificate form or an Accord form as modified per City direction) for all policies, with the appropriate named additional insured coverage and an endorsement that they are not subject to cancellation without 30 days prior written notice to City. All certificates and endorsements are to be received and approved by City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive Service Provider's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Subcontractors
Service Provider shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Service Provider shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.
10. RELATION OF THE PARTIES
(a)Service Provider is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Service Provider shall at all times be under Service Provider's exclusive direction and control. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Service Provider or any of Service Provider's officers, employees, or agents except as set forth in this Agreement. Service Provider shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Service Provider shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner.
(b)No employee benefits shall be available to Service Provider in connection with the performance of this Agreement. Except for the fees paid to Service Provider as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Service Provider for injury or sickness arising out of performing services hereunder.
11. TERMINATION BY CITY
City Manager or his or her designee may terminate any portion, or all of the services agreed to be performed under this Agreement by notifying Service Provider in writing 30 calendar days prior to any termination. In the event of such DPW:290-10\ks\ev\Council\2024\011624\SCADA Maintenance and Repair Service Agreement Att 1.docx
termination, Service Provider shall have the right and obligation to immediately assemble work in progress for the purpose of closing out the job. All compensation for actual work performed and charges outstanding at the time of termination shall be payable by City to Service Provider within 30 days following submission of a final statement by Service Provider.
12. CORRECTIONS
Service Provider shall correct, at its expense, all errors in the work which may be disclosed during City's review of Service Provider's work. Should Service Provider fail to make such correction in a reasonably timely manner, such correction shall be made by City, and the cost thereof shall be charged to Service Provider.
13. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by Service Provider of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Service Provider for anything done, furnished or relating to Service Provider's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within five (5) calendar days of the receipt of that check, whichever occurs first. However, any approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Service Provider, its employees, subcontractors, agents and consultants for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Service Provider, its employees, subcontractors, agents and consultants.
14. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified.
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15. CONFLICT OF INTEREST
Service Provider is unaware of any City employee or official that has a financial interest in Service Provider's business. During the term of this Agreement and/or as a result of being awarded this Agreement, Service Provider shall not offer, encourage or accept any financial interest in Service Provider's business by any City employee or official. If a portion of Service Provider's services called for under this Agreement shall ultimately be paid for by reimbursement from and through an agreement with a developer of any land within City or with a City franchisee, Service Provider warrants that it has not performed any work for such developer/franchisee within the last 12 months, and shall not negotiate, offer or accept any contract or request to perform services for that identified developer/franchisee during the term of this Agreement.
16. NON-APPROPRIATION OF FUNDS
Payments due and payable to Service Provider for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of City funds. In the event City has not appropriated sufficient funds for payment of Service Provider’s services beyond the current fiscal year, this Agreement shall cover only those costs incurred up to the conclusion of the current fiscal year.
17. GOVERNING LAW; CAPTIONS; ENTIRE AGREEMENT BETWEEN
PARTIES
This Agreement, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the State of California.
The provisions of this Agreement shall be construed as a whole according to its common meaning of purpose of providing a public benefit and not strictly for or against any party. Wherever required by the context, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine or neutral genders or vice versa. The captions or headings in this Agreement are for convenience only and in no other way define, limit or describe the scope or intent of any provision or section of the Agreement. This Agreement supersedes any other agreements, either oral or in writing, between the parties hereto with respect to the rendering or services and contains all of the covenants and agreements between the parties with respect to said services. Any modifications of this Agreement will be effective only if it is in writing and signed by the party to be charged.
18. MITIGATION OF DAMAGES
In all situations arising out of this Agreement, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.
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19. TAXPAYER IDENTIFICATION NUMBER
Service Provider shall provide City with a complete Request for Taxpayer Identification Number and Certification, Form W-9, as most recently issued by the Internal Revenue Service.
20. MODIFICATION/AMENDMENT OF AGREEMENT
Any amendment, modification, or variation of the terms or tasks of this Agreement shall be in writing and shall be effective only upon the mutual written approval of the City Manager, or his designee, and Service Provider.
21. AUTHORIZATION
Each party has expressly authorized the execution of this Agreement on its behalf and binds said party and its respective administrators, officers, directors, shareholders, divisions, subsidiaries, agents, employees, successors, assigns, principals, partners, joint venturers, insurance carriers and any others who may claim through it to this Agreement.
22. PARTIAL INVALIDITY
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
23. NOTICES
Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:
TO CITY: City of Thousand Oaks
Hill Canyon Treatment Plant
Attn: Kim Sherman
Sr Purchasing Specialist
9600 Santa Rosa Road
Camarillo, CA 93012
(805) 491-8116 | [email protected]
TO SERVICE PROVIDER: Technical Systems, Inc.
Attn: Scott Ashton, Chief Strategy Officer
3800 Oceanic Drive, Suite 111
Oceanside, CA 92056
(949) 590-8201 | [email protected]
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24. SIGNATURES
(a) Counterparts. This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.
(b) Scanned Signatures. In the event that any signature is delivered by facsimile transmission or submitted electronically as a scanned image (i.e. files with .pdf, .tiff or .jpeg extensions), such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or scanned signature page were an original thereof.
(c) Digital/Electronic Signatures. This Agreement may be executed through the use of digital or electronic signatures provided they meet the requirements of the Electronic Signatures in Global and National Commerce (ESIGN) Act and the California Uniform Electronic Transactions Act (UETA) and are produced using a City-approved method. The presence of an electronic signature on this document shall be construed as the parties’ consent to do business electronically.
In concurrence and witness whereof, this Agreement has been executed by the parties effective on the date and year first written above.
TECHNICAL SYSTEMS, INC.
Steve DeHaan, Chief Executive Officer
Scott Ashton, Chief Strategy Officer
CITY OF THOUSAND OAKS
Al Adam, Mayor
ATTEST:
Laura B. Maguire, City Clerk
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APPROVED AS TO ADMINISTRATION
Andrew P. Powers, City Manager
APPROVED BY DEPARTMENT HEAD
Clifford G. Finley, Public Works Director
Approved As To Form
Office of City Attorney
Tracy Friedl, Assistant City Attorney
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EXHIBIT A
SCOPE OF WORK
SUPERVISORY CONTROL AND DATA ACQUISITION (SCADA):
Service Provider shall, in general terms, provide maintenance and repair services of the SCADA software system located at the Hill Canyon Treatment Plant (9600 Santa Rosa Road Camarillo, CA 93012), including but not limited to the following tasks:
1. Configure, update, modify and develop new human-machine interface (HMI) graphics, as needed, in FactoryTalk® SE/ME PlantPAX® environment by Rockwell Automation software SCADA/HMI platform
2. Optimize system performance, HMI graphics, trends, faceplates, communications and add new features as the SCADA HMI software company releases updates
3. Maintain, troubleshoot, configure, and update programmable logic controller (PLC) programs and projects for the Allen Bradley Compact/Control Logix platform; small logic controllers (SLCs) and MicroLogix™ platforms
4. City shall maintain and perform backups of the SCADA servers including Historian VantagePoint, alarms and events, virtual workstations and other related virtual servers. Service Provider shall support, configure, install updates and patches for all Rockwell software programs residing in virtual servers, and manage the SCADA’s WIN-911 alarm notification software
5. Maintain and configure ethernet network switches, gateways, fiber optic patch-panels and other network devices. City shall maintain the firewall, separating SCADA from the City’s network
6. Configure and improve automated weekly and monthly plant-data reports when needed to meet internal needs and external government reporting requirements
7. Integrate third-party PLCs and other ethernet-based devices to the SCADA system when required
8. Assist City staff when new instruments and equipment are added, including updates to PLC logic and SCADA HMI screens when requested
9. Assist City staff review of, and update existing wiring and loop diagrams, piping and instrumentation diagrams (P&IDs), control panel drawings, input/output (I/O) lists, operations and maintenance (O & M) manuals, and other SCADA/PLC documents
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HOURS OF WORK:
Work performed between the hours of 7:00 a.m. to 5:00 p.m. Monday through Friday shall be considered regular time. No weekend or holiday work shall be permitted unless authorized by City Project Manager.
EMERGENCY RESPONSE:
Service Provider shall commit to an onsite emergency response timeframe of 8- hours or less upon notification from City Project Manager, or their designee, and shall ensure remote work readiness within 4-hours of notification and shall remain on-call 24-hour per day, Monday through Friday throughout the duration of the contract. During weekends and holidays, Service Provider will endeavor to meet the above timeframes up to 24-hours.
NOTIFICATION:
Service Provider shall notify City Project Manager before performing any services.
City Project Manager shall designate an employee to be onsite to assist in monitoring compliance.
DISRUPTION OF SERVICES:
Service Provider shall advise City Project Manager prior to any disruption of City- supplied services to the extent feasible.
REMOTE ACCESS AND SECURITY REQUIREMENTS:
City has a written Computer Use Policy (“Policy”). The purpose of this Policy is to define rules and requirements for connecting to City of Thousand Oaks' network from any host. These rules and requirements are designed to minimize the potential exposure to City of Thousand Oaks from damages which may result from unauthorized use of City of Thousand Oaks resources. Damages include, but are not limited to, the loss of sensitive or company confidential data, intellectual property, damage to public image, damage to critical City of Thousand Oaks internal systems, and fines or other financial liabilities incurred as a result of those losses.
Service Provider and its contractors, vendors, and agents are required to agree and adhere to the City of Thousand Oaks Computer Use Policy as attached in EXHIBIT C as it relates to their work hereunder.
It is the responsibility of Service Provider and its contractors, vendors, and agents with remote access privileges to our corporate network to ensure that their remote access connection is given the same consideration as their on-site connection.
Secure remote access will be strictly controlled with encryption through City’s Virtual Private Networks (VPNs) including strong passwords and multifactor authentication (MFA). Authorized Users shall protect their login and password, DPW:290-10\ks\ev\Council\2024\011624\SCADA Maintenance and Repair Service Agreement Att 1.docx
even from family members. All hosts that are connected to our company’s internal networks via remote access technologies must use the most up-to-date anti-virus software.
It is the responsibility of Service Provider and its contractors, vendors, and agents to notify City of Thousand Oaks staff of all work performed using remote access that is not explicitly requested. In the event of an emergency this notification may be made upon resolution of emergency.
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EXHIBIT B
SCHEDULE OF FEES
2024 Fees shown below. Fees subject to annual increase of 3.5% or CPI, whichever is greater.
Classification Straight Time per Hour
Project / Software Engineer $200.00
Project Manager $195.00
Field Technician $170.00
CAD Designer $125.00
Shop Technician $105.00
Overtime
Services that occur after 5:00 p.m. or more than ten (10) hours per day Monday through Friday, will be billed at 1.5 times the hourly rate. Saturdays, Sundays, and all business holidays will be billed at 2 times the hourly rate. Emergency onsite services are billed at a minimum of four (4) hours.
Travel
Travel time will be billed at the employee’s classification and corresponding rate.
Mileage for driving: (Standard IRS Rate)
Airfare: Billed at cost + 10%
Meals and incidentals: $70.00 per day
Hotel & Rental Car: Billed at cost + 10%
Tools and Equipment
Normal technician tools are included with the associated rate. Special test equipment that may be required will be rented and billed at cost.
Standard Warranty Policy
Consultant warrants defects in material and workmanship for all systems applied by Consultant for a period of one (1) year beginning on the date of shipment.
Individual component warranties will be limited to the published warranty for the component purchased and supplied by Consultant. All published warranties are verbally expressed or implied. Defective materials or workmanship will be repaired or replaced free of charge during the warranty period.
This warranty does not include:
Any condition resulting from incorrect or inadequate maintenance or care Damage resulting from misuse, abuse, negligence, or accidents DPW:290-10\ks\ev\Council\2024\011624\SCADA Maintenance and Repair Service Agreement Att 1.docx
EXHIBIT C
COMPUTER USE POLICY
PURPOSE:
To establish guidelines for city contractors regarding acceptable use of the City Information Technology Systems (including, but not limited to, hardware, software, data, Internet, telephone, and voice mail).
PROCEDURE:
All City employees with access to City computer systems, the network, telephone system, email, and/or the internet are required to read, understand, and abide by the City’s Policies. Other persons, such as independent contractors, consultants, elected officials, authorized volunteers, special committee members, and other persons authorized to use the City Information Technology Systems, must also abide by this City Policy.
This policy covers the use of all City Information Technology Systems including computer equipment, network data access, City-owned software, electronic mail, telephone system, and internet access throughout the City of Thousand Oaks ("City"). Use of City Information Technology Systems is for conducting City business that will be used in accordance with generally accepted City policy and practices and current law reflected in the California Public Records Act to provide an efficient and effective means of communication.
The City of Thousand Oaks makes every effort to provide its employees with the best technology available to conduct official City business. In this regard, the City has installed equipment such as computers, software applications, email, telephones, and access to the Internet for employees to conduct their official business. This document was created to advise all users on the acceptable use of these systems (collectively referred to as the "City's Information Technology Systems").
CONFIDENTIALITY OF INFORMATION:
The City seeks to protect the confidentiality of City data stored on its computer systems. All software, data, email, voicemail, texts, and computer usage logs stored on City Information Technology Systems are the property of the City and employees have no personal or property right to this data and no expectation of privacy. All data, including any that is stored or printed as a document, is subject to audit and review.
Accordingly, Internet use, email, and other computer transmissions, as well as any stored information, created or received by staff with the City's Information Systems may be monitored from time to time. This monitoring policy is to ensure that public resources are not being wasted and to ensure that the City's information systems are operating as efficiently as possible to protect the public interest. All computer DPW:290-10\ks\ev\Council\2024\011624\SCADA Maintenance and Repair Service Agreement Att 1.docx
hardware, applications, programs, work-related information created or stored by employees on City's Information Technology Systems, is City property.
The use of system, network or email passwords does not indicate that a file or message is confidential, or that the City will not be able to retrieve it. All passwords must be disclosed at the City’s request. It is recommended that individuals with broad menu authority update all passwords at least every six months to help assure that others are not inappropriately using system IDs. If you need instructions on how to do this, please contact the Information Technology staff. In addition, there should be no personal PC passwords on a PC itself that would preclude Information Technology staff from starting or accessing any PC that is the property of the City. The deletion of a file or message does not give any assurance that the City will not retrieve and read such information.
USE OF THE CITY’S INFORMATION TECHNOLOGY SYSTEMS:
The employee is responsible for any access to City Information Technology Systems made using his/her user ID. User accounts and passwords given to authorized users are confidential and shall not be shared or displayed publicly.
Acceptable Use - Allowable use of the City’s computer resources include the following:
To facilitate the performance of job functions
To facilitate the communication of information
To coordinate meetings of individuals, locations, and City resources To communicate with departments and outside organizations to perform an employee's job functions
To store City documents related to projects and City functions Incidental personal use of the City’s Information Technology Systems should be de minimis and not interfere with the normal performance of an employee’s work duties
Prohibited Use - Prohibited use of the City’s computer resources include, but are not limited to, the following:
Any use of resources for personal gain and/or private use Illegal activities, threats, harassments, slander, defamation Obscene or suggestive messages
Offensive graphical images
Political endorsements or solicitations
Personal/Commercial activities
Using unlicensed software
Installing non-work-related software
Copying of City software for personal use
Installation and upgrade of any software or non-City hardware to the network DPW:290-10\ks\ev\Council\2024\011624\SCADA Maintenance and Repair Service Agreement Att 1.docx
Accessing files, email or voicemail of another employee without their knowledge and consent
Storage of any personal music, videos, photos and/or files Use of City resources with any malicious intent
USE OF THE INTERNET:
The City encourages its departments to use the Internet to gather information and disseminate information to the public and its employees (collectively called "users") to improve communications with the public, and to carry out official City business when such business can be accomplished consistent with the following Internet policies. Official City business conducted via the Internet shall comply with all statutory requirements as well as standards for integrity, accountability, and legal sufficiency. Thus, official City business conducted via the Internet should meet or exceed the standards of performance for traditional methods (such as meetings, use of telephone, etc.) and promote a professional image for the City.
The use of the Internet should be limited to "Official City business". Personal or incidental use of the City’s Internet System should be de minimis and not interfere with the normal performance of an employee’s work duties. Authorization for Internet access must be approved by employee’s supervisor. A copy of the User Agreement Form must be completed, signed, and presented to the Information Technology staff BEFORE an individual can be granted access to the Internet.
To protect the City’s interest, the Information Technology staff has purchased software for the specific use of monitoring and logging individual use of the Internet. It is the City’s intent to use this information to ensure that individual use of the Internet is for business purposes. The City may use such software to restrict access to certain sites. The supervision of Internet use is also the responsibility of each individual’s supervisor. To support that effort, the Information Technology staff will supply to a supervisor, information about time used and sites visited at their request. Failure to use the Internet for authorized purposes will lead to immediate removal of Internet access and possible further disciplinary action.
Employees using information from an Internet site for strategic City business decisions should be aware that downloading a file from the Internet can bring viruses with it. Files should be downloaded only when necessary and only from government or corporate web sites. Employees should verify whether the site is updated on a regular basis (the lack of revision date might indicate out-of-date information) and that it is a valid provider of the information being sought.
Authorized users are not permitted to engage in the following activities during working or non-working hours, using City equipment or when using a City IP address:
Sending, posting, or providing access of any confidential City materials or information
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Accessing, retrieving, or printing text and graphics which exceed the bounds of generally accepted standards, good taste, and ethics (for example: sexually explicit sites, “hate” sites, any site that violates the City’s discrimination and harassment policy)
Buying or selling personal property or conducting any personal business from the City’s servers
Online gambling
Engaging in any activity that would compromise the security of the City’s servers or bring discredit to the City in any way
Information Technology staff will utilize software tools to filter inappropriate and non-business websites to discourage misconduct on City servers. Any attempt to bypass the City internet filtering measures with the use of software or hardware designed for that purpose is prohibited. Individuals should contact Information Technology staff should the need arise to access a filtered/prohibited website.
USE OF WI-FI:
Wi-Fi infrastructure deployed by the City’s Information Technology division is designed to operate harmoniously with the City’s existing, managed wired networks and with negligible impact to wired network performance and resources.
The Wi-Fi network managed by Information Technology is also designed to enhance seamless roaming between access points within and between buildings and outdoor areas.
The Wi-Fi network is designed to be a supplement to--not a substitute for--the wired network. It is not designed to support our City standard software programs.
The Wi-Fi network is designed as an "open" network, which means there is no authentication requirement to access the network, however, Information Technology staff has authority to restrict access to select network resources via firewalls or other means to limit access from Wi-Fi devices. The Wi-Fi network should be limited to general functions such as Web browsing and email. It is not designed to efficiently support high-bandwidth applications such as, but not limited to, streaming media or large file transfers. Applications that generate high network traffic do not work well on Wi-Fi networks and negatively impact performance for everyone connected to the same access point.
RESTRICTIONS:
The City’s Information Technology division requires that all new deployments of any Wi-Fi infrastructure be installed and maintained by Information Technology
Use of the Wi-Fi network is subject to the Information Technology policies for use of City of Thousand Oaks network services
The City’s Information Technology division reserves the right to disable Wi-Fi network access for a variety of reasons, including "excessive" bandwidth usage, a misconfigured or compromised device, or degradation of service to other users. The City operates an unencrypted Wi-Fi network, therefore any DPW:290-10\ks\ev\Council\2024\011624\SCADA Maintenance and Repair Service Agreement Att 1.docx
sensitive information transmitted over the network should follow the City standard for minimum computing security
Wi-Fi networks deployed by the City’s Information Technology do not use network-based encryption protocols, it is the employee’s responsibility to use protected transport-level or session-level protocols if sensitive information is transmitted over a Wi-Fi network
SECURITY:
The City’s Information Technology division requires that each user have a unique identity, referred to as a “User ID”, protected by a complex password to gain access to the Information Technology systems. All employees’ passwords and User IDs are unique, identifying him/her as the user accessing the system. As such, the employee is responsible for any modifications or access to system information made using his/her User ID. Therefore, it is imperative that users do not share passwords, and that no PC, terminal, or workstation is left unattended while logged on to the system.