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HomeMy WebLinkAboutAGMT - Tesco Controls LLC (Pump Control Panel Maintenance and Repair Services) MAINTENANCE SERVICES AGREEMENT for Pump Control Panel Maintenance and Repair Services between SEA( 0 le f c3/ Fp *; 5W io, Q� ITS o� :; ,�Io�FR 77 1�C�\<cO 006 City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Tesco Controls, LLC 8440 Florin Road Sacramento, CA 95828 (916) 395-8800 This Maintenance Services Agreement ("the Agreement") is made as of July 1, 2024 (the "Effective Date"), by and between Tesco Controls, LLC ("Contractor"), a Delaware limited liability company, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires certain pump control panel maintenance services including regularly scheduled preventative maintenance, related repairs, and unexpected maintenance services. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to retain Contractor as an independent contractor as further defined and described with specificity in Section 1 .0 of this Agreement to provide pump control panel maintenance services including regularly scheduled preventative maintenance, related repairs, and unexpected maintenance services. C. Contractor represents that it is registered with the California Department of Industrial Relations (DIR Registration #PW-LR-1000942924), and the California State Contractors Licensing Board (CSLB License #1092377), and that Contractor is licensed in the following classifications: C-10 Electrical. Contractor further represents that it is fully qualified to perform the services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees. D. City desires to retain Contractor as an independent contractor and Contractor desires to serve City to perform those services in accordance with the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Contractor's Services. In compliance with all terms, conditions and provisions of this Agreement, Contractor shall provide those pump control panel maintenance, related repairs, and unexpected maintenance services (collectively "Services") set forth in the Contractor's accepted quotation proposal for Pump Control Panel Maintenance and Repair Services dated April 24, 2024 ("Proposal"), attached hereto as Exhibit A and incorporated herein by this reference, all to City's reasonable satisfaction. 1.2. Agreement Documents; Exhibits; Order of Precedence. 1.2.1. The Agreement Documents include this Agreement itself, and all of the following: (i) the Proposal dated April 24, 2024 (Exhibit A), and (ii) Terms for Compliance with California Labor Law Requirements (Exhibit B), all of which are incorporated herein by this reference. 2 of 23 1.2.2. Order of Precedence. The precedence of the Agreement Documents shall be as follows: (i) this Agreement; and then (ii) Exhibit B (Terms for Compliance with California Labor Law Requirements); and then (iii) Exhibit A (the Proposal), shall control. In the event that there is any material discrepancy or conflict between this Agreement, on the one hand, and Exhibits A and B, on the other hand, the terms of this Agreement shall control. 1.3. Standard of Care. As a material inducement to City to enter into this Agreement, Contractor hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Contractor hereby covenants that it shall follow the customary professional standards in performing all Services. City relies upon the skill of Contractor, and Contractor's staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Contractor and Contractor's staff, shall perform the Services in such manner. Contractor shall, at all times, meet or exceed any and all applicable professional standards of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. The acceptance of Contractor's work by City shall not operate as a release of Contractor from such standard of care and workmanship. 1.4. Familiarity with Services. By executing this Agreement, Contractor represents that, to the extent required by the standard of practice, Contractor (i) has investigated and considered the scope and level of services to be performed, (ii) has carefully considered how the Services should be performed, and (iii) understands the facilities, difficulties and restrictions attending performance of the Services under this Agreement. Contractor represents that Contractor, to the extent required by the standard of practice, has investigated any areas of work, as applicable, and is reasonably acquainted with the conditions therein. Should Contractor discover any latent or unknown conditions, which will materially affect the performance of services, Contractor shall immediately inform City of such fact and shall not proceed except at Contractor's risk until written instructions are received from City's Representative. 1.5. Compliance with Laws. In performing this Agreement, Contractor shall comply with all applicable provisions of federal, state, and local law. 1.6. Additional Services. Contractor will not be compensated for any work performed not specified in the Scope of Services unless City authorizes such work in advance and in writing. The Director of Public Works may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the Director of Public Works as specified in Subsections 3.1 and 3.2. Payment for additional work in excess of this amount requires prior Director of Public Works authorization. 2.0 Term 3 of 23 2.1. Original Term. The term of this Agreement shall commence as of the Effective Date and shall continue for a term of one (1) year ("Original Term") and shall expire at midnight on July 1, 2025, unless sooner terminated or extended as provided by this Agreement. 2.2. Extensions. City, at its sole option, may elect to extend the Original Term of this Agreement, upon the same terms and conditions, for up to two (2) additional terms of one year each ("extension"), by providing written notice to Contractor at least one month prior to the expiration of an existing term. If timely elected by City, the first extension shall have a term extending from July 1, 2025 through and including July 1, 2026, unless sooner terminated or extended pursuant to this Agreement. If timely elected by City, the second extension shall be from July 1, 2026 through and including July 1, 2027, unless sooner terminated pursuant to this Agreement. Any extension shall not be effective except upon execution of a written amendment to this Agreement signed by the Director of Public Works and Contractor's authorized representatives. 3.0 Contractor's Compensation 3.1. Original Term. In consideration of Contractor's performance of the Services set forth in Section 1.0 and Exhibits A, City will pay Contractor in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for the Services but in no event will City pay more than the total not-to-exceed amount of $12,000 (Twelve Thousand and 00/100 dollars) for the Original Term. Payment for any additional work authorized by City pursuant to Subsection 1.6 will be compensated in accordance with the fee schedule set forth in Exhibit A, and shall not exceed the cumulative amount established by the Public Works Director at the time of award for the Original Term. 3.2. Extensions. In the event that City elects to extend the Original Term in accordance with Section 2.2 of this Agreement, and in consideration of Contractor's performance of the Services set forth in Section 1.0 and Exhibit A, City will pay Contractor in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for Services but in no event will City pay more than the total not-to-exceed amount of$12,000 (Twelve Thousand and 00/100 dollars) for each extension plus an amount equal to the lesser of either (a) five percent (5%) or (b) the increase in the Consumer Price Index ("CPI") for the 12-month period immediately preceding each annual extension date. As used herein, the term "Consumer Price Index" or "CPI" means the CPI for All items in Los Angeles-Long Beach-Anaheim, CA, all urban consumers, not seasonally adjusted. Payment for any additional work authorized by City for each extension pursuant to Subsection 1.6 will be compensated in accordance with the fee schedule set forth in Exhibit A, and shall not exceed the cumulative amount established by the Director of Public Works at the time of award for each extension. 4 of 23 4.0 Method of Payment Contractor shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Services performed for each day in the period. City will pay Contractor within 30 days of receiving Contractor's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Contractor. 5.0 Termination 5.1. Termination by City. 5.1.1. This Agreement may be terminated by City, without cause, upon giving Contractor written notice thereof not less than 30 days prior to the date of termination. 5.1.2. This Agreement may be terminated by City upon 10 days' notice to Contractor if Contractor fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 5.2. Termination by Contractor. This Agreement may be terminated by Contractor based on reasonable cause, by serving written notice of termination to City, provided that Contractor has first served City with a written notice of default and demand to cure, and City has failed to cure such default within 30 days of receipt of such notice. 5.3. Obligations Upon Termination. Unless otherwise specified in the notice of termination, Contractor shall cease all work under this Agreement immediately upon receipt of notice of termination from City under Subsection 5.1 , or immediately upon City's acknowledgment of receipt of Contractor's notice of termination to City under Subsection 5.1 . Upon termination, City shall be immediately given title to and possession of all Work Product (as defined in Subsection 11.1 of this Agreement) and all other documents, writings, and/or deliverables produced or developed pursuant to this Agreement. Provided that Contractor is not then in breach, City shall pay Contractor all undisputed amounts for any portion of the Services satisfactorily completed prior to termination, based on the reasonable value of the Services rendered. If said termination occurs prior to completion of any specific task for which a payment request has not been received, the charge for Services performed shall be the reasonable value of such Services, based on an amount agreed to by City and Contractor. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. In no event shall Contractor be entitled to payment for 5 of 23 unperformed services or services within the Scope of Services performed prior to the effective date of this Agreement; and Contractor shall not be entitled to receive more than the amount that would be paid to Contractor for the full performance of the Services up to date of termination. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation or damages. 6.0 Party Representatives 6.1. The Director of Public Works is the City's representative for purposes of this Agreement. 6.2. Tony Vaynshteyn is the Contractor's primary representative for purposes of this Agreement. Tony Vaynshteyn shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services hereunder. Contractor may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211-8th Street Seal Beach, California 90740 Attn: Director of Public Works To Contractor: Tesco Controls, Inc. 8440 Florin Road Sacramento, CA 95828 Attn: Tony Vaynshteyn 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Permits and Licenses For the duration of this Agreement, Contractor and all subcontractors performing the Services shall be registered with the Department of Industrial Relations (DIR), and the California State Contractors Licensing Board ("CSLB"). Contractor and all subcontractors performing any of the Services shall possess any and all current licenses required by law to perform the Services. Contractor and all of Contractor's employees and other personnel 6 of 23 shall also obtain and maintain during the Agreement term all necessary licenses, registrations, permits and certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code. 9.0 Independent Contractor 9.1. Contractor is an independent contractor and not an employee of City. All work or other Services provided pursuant to this Agreement shall be performed by Contractor or by Contractor's employees or other personnel under Contractor's supervision. Contractor will determine the means, methods, and details by which Contractor's employees and other personnel will perform the Services. Contractor shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 9.2. All of Contractor's employees and other personnel performing any of the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor and Contractor's personnel shall not supervise any of City's employees; and City's employees shall not supervise Contractor's personnel. Contractor's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Contractor's personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Contractor shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Contractor's personnel require to perform any of the Services required by this Agreement. Contractor shall perform all Services off of City premises at locations of Contractor's choice, except (i) as otherwise required for the performance of Services on City real property, facilities, vehicles or equipment; (ii) as otherwise may from time to time be necessary in order for Contractor's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Contractor's performance of any Services under this Agreement, or (iii) as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Contractor from time to time for Contractor's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 9.3. In addition to all other provisions of this Agreement, Contractor shall be responsible for and pay all wages, salaries, benefits and other amounts due to Contractor's personnel in connection with their performance of any Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal 7 of 23 policy, rule, regulation, statute or ordinance to the contrary, Contractor and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 9.4. Contractor shall defend, indemnify and hold harmless City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor's personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 9.0. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Contractor's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Contractor's covenants and obligations under this Section shall survive the expiration or termination of this Agreement. 10.0 PERS Compliance and Indemnification 10.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Contractor agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Contractor shall assure compliance with the Public Employees' Retirement Law ("PERL"), commencing at Government Code § 20000, as amended by the Public Employees' Pension Reform Act of 2013 ("PEPRA"), and the regulations of PERS, as amended from time to time. Without limitation to the foregoing, Contractor shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the PERL, PEPRA or any other applicable retirement laws and regulations. 10.2. Indemnification. To the maximum extent permitted by law, Contractor shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, its elected and appointed officials, officers, employees, agents, servants, volunteers, 8 of 23 and those City agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor's violation of any provisions of this Section 10.0. This duty of indemnification is in addition to Contractor's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Contractor's covenants and obligations under this Section shall survive the expiration or termination of this Agreement. 11.0 Ownership of Work Product 11.1. Unless otherwise agreed upon in writing, all field notes and other notes, draft and final reports, drawings, specifications, data, surveys, studies, plans, maps, models, photographs, images, ideas, concepts, designs including but not limited to website designs, source code, object code, computer files, electronic data and/or electronic files, other media of any kind whatsoever and any other documents and written material of any kind created, developed, prepared or used by Contractor in the performance of this Agreement (collectively "Work Product") shall be considered "works made for hire" for the benefit of City. Upon completion of, or in the event of, termination or expiration of this Agreement, all Work Product and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City upon final payment being made in accordance with Subsection 5.3, and may be used, reused or otherwise disposed of by City for any purpose without Contractor's consent; provided that any use, reuse or modification of the Work Product by City for any purpose other than the purpose for which the Work Product was prepared or provided under this Agreement shall be at City's own risk. Contractor shall not obtain or attempt to obtain copyright protection as to any Work Product. 11.2. Contractor hereby assigns to City all ownership and any and all intellectual property rights to the Work Product that are not otherwise vested in City pursuant to Subsection 11.1. 11.3. Contractor warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Work Product produced under this Agreement, and that City has full legal title to and the right to reproduce the Work Product for any purpose. Contractor shall defend, indemnify and hold City, its elected and appointed officials, officers, employees, agents, servants, attorneys, volunteers, and those City agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City's use of any of the Work Product violates federal, state or local laws, any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means 9 of 23 of protecting intellectual property rights and/or interests in products or inventions. Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Work Product produced under this Agreement. In the event the use of any of the Work Product or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Contractor, at its expense, shall: (i) secure for City the right to continue using the Work Product and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (ii) modify the Work Product and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement. Contractor's covenants and obligations shall survive the expiration and/or termination of this Agreement. 11.4. Upon expiration or termination of the Agreement, Contractor shall deliver to City all Work Product and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City. If Contractor prepares a document on a computer, Contractor shall provide City with said document both in a printed format and in an electronic format that is acceptable to City. 12.0 Confidentiality 12.1. Contractor may have access to financial, accounting, statistical, and personnel data of individuals and City employees, trade secrets, and/or other information that may be protected under other applicable laws relating to privacy, confidentiality and/or privilege. Contractor covenants that all Work Product (as defined in Subsection 11.1), and/or any other data, documents, writings, discussion, or other information created, developed, prepared, received by or provided to Contractor in the performance of this Agreement are deemed confidential unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such Work Product, data, documents, writings, discussion or other information to persons or entities other than City without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Contractor, its officers, employees, agents, servants, and/or subcontractors shall not without written authorization from the Director of Public Works or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within City. Response to a subpoena or court order shall not be considered "voluntary," provided Contractor gives City timely notice of such court order or subpoena. 12.2. Contractor shall promptly notify City should Contractor, its officers, employees, agents, servants, and/or subcontractors be served with any 10 of 23 summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the Services performed thereunder or with respect to any project or property located within City. City may, but has no obligation to, represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, City's right to review any such response does not imply or mean the right by City to control, direct or rewrite the response. 12.3. Contractor's covenants and obligations under this Section shall survive the termination or expiration of this Agreement. 13.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of City. Contractor is fully responsible to City for the performance of any and all subcontractors, and Contractor shall monitor and review all work and other services performed by any subcontractor to ensure that all Services performed by such subcontractor comply with the requirements and provisions of this Agreement. 14.0 Prohibition Against Assignment, Transfer or Delegation Contractor shall not assign or transfer this Agreement or any of its rights, obligations or interest in this Agreement, or delegate any of its duties under this Agreement, either in whole or in part, without City's prior written consent, which may be withheld for any reason. Any purported assignment, transfer or delegation without City's consent shall be void and without effect, and shall entitle City to terminate this Agreement. 15.0 Inspection and Audit of Records Contractor shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, payroll, invoices, time cards, cost control sheets, costs, expenses, receipts and other records and Work Product with respect to this Agreement. Contractor shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. Upon 24 hours' notice by City, during regular business hours Contractor shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. 11 of 23 Contractor shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 15.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 16.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA and other applicable state and federal laws. City may issue restraint or cease and desist orders to Contractor when unsafe or harmful acts are observed or reported relative to the performance of the Services. Contractor shall maintain the work sites free of hazards to persons and property resulting from its operations. Contractor shall immediately report to City any hazardous condition noted by Contractor. 17.0 Insurance 17.1 . General Requirements. Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to City that Contractor has secured all insurance required under this Section. 17.2. Minimum Scope and Limits of Insurance. Contractor shall, at its sole cost and expense, procure, maintain and keep in full force and effect for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement, as follows: 17.2.1. Commercial General Liability Insurance: Contractor shall maintain limits no less than $2,000,000 per occurrence for bodily injury, death, personal injury and property damage; and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit: Coverage shall be at least as broad as the latest version of Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). If Contractor is a limited liability company, the commercial general liability coverage shall be amended so that Contractor and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds. 17.2.2. Automobile Liability Insurance: Contractor shall maintain limits no less than $1,000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto). 12 of 23 17.2.3. Professional Liability (or Errors and Omissions) Liability Insurance: Contractor shall maintain professional liability (or errors and omissions liability) insurance that covers the Services to be performed in connection with this Agreement, with minimum limits of $1,000,000 per claim/aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. If a "claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years. 17.2.4. Workers' Compensation Insurance in the amount required by law; and Employer's Liability: with limits no less than $1,000,000 per accident and in the aggregate for bodily injury or disease. 17.3. Acceptability of Insurers. The Insurance policies required under this Section shall be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to City. 17.4. Additional Insureds. 17.4.1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials shall be covered as additional insureds with respect to the services or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work. 17.4.2. For automobile liability insurance, City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Contractor or for which Contractor is responsible. 17.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies. 17.5. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by City to state: (i) coverage shall not be suspended, voided, reduced or canceled except after 30 days (or ten days for nonpayment) prior written notice by certified mail, return receipt requested, has been given to City; (ii) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its elected and appointed officials, officers, 13 of 23 employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials. 17.6. Primary and Non-Contributinq. Coverage shall be primary insurance as respects City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials, or if excess, shall stand in an unbroken chain of coverage excess of Contractor's scheduled underlying coverage and that any insurance or self-insurance maintained by City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials, shall be excess of Contractor's insurance and shall not be called upon to contribute with it. 17.7. Separation of Insureds. Each insurance policy shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials. 17.8. Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions shall be declared to and approved by City. Contractor guarantees that, at the option of City, either: (i) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials; or (ii) Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 17.9. Waiver of Subrogation. Each insurance policy required by this Agreement shall expressly waive the insurer's right of subrogation against City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials. Contractor hereby waives its own right of recovery and all rights of subrogation against City, and shall require similar express written waivers from any subcontractor. 17.10. Enforcement of Agreement Provisions (Non-Estoppel). Contractor acknowledges and agrees that any actual or alleged failure on City's part to inform Contractor of non-compliance with any insurance requirement does not impose additional obligations on City, nor does it waive any rights hereunder. 17.11. City Remedy for Noncompliance. If Contractor does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Contractor's policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City 14 of 23 may, but has no duty to, take out the necessary insurance and pay, at Contractor's expense, the premium thereon. Contractor shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Contractor. 17.12. Evidence of Insurance. Prior to the performance of Services under this Agreement, Contractor shall furnish City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory to and approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Contractor may provide complete, certified copies of all required insurance policies to City. Contractor shall maintain current endorsements on file with City's Risk Manager. All certificates and endorsements shall be received and approved by City before work commences. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Contractor shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Contractor shall furnish such proof at least two weeks prior to the expiration of the coverages. 17.13. Insurance Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 17.14. Broader Coverage/Higher Limits. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement. Contractor may also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services. If Contractor maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Contractor. 17.15. Timely Notice of Claims. Contractor shall give City prompt and timely notice of demands or claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies. 17.16. Subcontractor Insurance Requirements/Pass-Through Clause. Contractor shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the 15 of 23 requirements of this Section. Contractor agrees to monitor and review all such coverages and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Section. Contractor agrees to submit all agreements with contractors, subcontractors, and others engaged in the Services upon City's request. 18.0 Indemnification, Hold Harmless, and Duty to Defend 18.1. Indemnities. 18.1.1 . To the fullest extent permitted by law, Contractor shall, at its sole cost and expense, protect, defend, hold harmless and indemnify City, its elected and appointed officials, officers, attorneys, agents, employees, volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 18.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens or losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Claims"), in law or equity, whether actual, alleged or threatened, to persons or property, including bodily injury, death, personal injury, and property damage, in any manner arising out of, claimed to arise out of, pertaining to, or relating to any breach of this Agreement and/or any acts, errors, omissions, negligence, or willful misconduct of Contractor, its officers, agents, servants, employees, contractors, subcontractors, materialmen, or suppliers, or their officers, agents, servants or employees (or any entity or individual for whom Contractor shall bear legal liability) in the performance of the Services and/or this Agreement, except to the extent the Claims arise from the sole negligence or willful misconduct of the Indemnitees as determined by final arbitration or court decision or by the agreement of the Parties. Contractor shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Contractor shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 18.1.2. Contractor shall defend, indemnify and hold harmless City in accordance with Sections 9.0 and 10.0. 18.2. Subcontractor Indemnification. Contractor shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. If Contractor fails to obtain such indemnity agreements, Contractor shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, arising out 16 of 23 of, claimed to arise out of, pertaining to, or relating to any breach of this Agreement, any acts, errors, omissions, negligence or willful misconduct of Contractor's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual for whom Contractor's subcontractor shall bear the legal liability) in the performance of this Agreement, except to the extent the Claims arise from the sole negligence or willful misconduct of the Indemnitees as determined by final arbitration or court decision or by the agreement of the Parties. 18.3. Workers' Compensation Acts Not Limiting. Contractor's indemnification obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. Contractor expressly waives its statutory immunity under such statutes or laws as to City, its elected and appointed officers, officials, agents, servants, employees, volunteers and those City agents serving as independent contractors in the role of City officials. 18.4. Indemnification Not Limited By Insurance. Procurement of insurance by Contractor is not and shall not be construed as a limitation of Contractor's liability, or as a waiver of or limitation on full performance of Contractor's duties of defense and indemnification, under this Section 18.0 or under any other provision of this Agreement. Contractor's defense and indemnification obligations under this Agreement shall apply regardless of whether or not any insurance policies are determined to be applicable to the Claims or Liabilities asserted against City or any of the other Indemnitees as defined in this Section 18.0, and Contractor's defense and indemnification obligations under this Agreement shall not be restricted to insurance proceeds, if any, received by Contractor, City, or any of the other Indemnitees. 18.5. Survival of Terms. Contractor's covenants and obligations under this Section 18.0 shall survive the expiration or termination of this Agreement. 19.0 Warranty 19.1. Warranty Period. The Services shall be warranted by Contractor against defective materials and workmanship for a period of one year. The warranty period shall start on the date the work is completed as determined by the Project Administrator. 19.1. Commencement. The warranty period for specific items covered under manufacturers' or suppliers' warranties shall commence on the date they are placed into service at the direction of or as approved by the City Representative in writing. 19.2. Assignment. All warranties, express or implied, from subcontractors, manufacturers, or suppliers, of any tier, for the materials 17 of 23 furnished and work performed shall be assigned, in writing, to City, and such warranties shall be delivered to the City Representative prior to acceptance of Contractor's performance of the Agreement. 19.3. Warranty Obligation. Contractor shall re-perform any defective work, and replace or repair any defective materials, in a manner satisfactory to the City Representative, after notice to do so from the City Representative, and within the time specified in the notice. If Contractor fails to re-perform the work or make such replacement or repairs within the time specified in the notice, City may perform the work, replacement or repairs at Contractor's expense. Contractor shall promptly pay any invoice for such work, repair or replacement. This Section shall survive expiration and/or termination of this Agreement. 20.0 Non-Discrimination Equal and Employment Opportunity Contractor affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Contractor shall not discriminate, harass or retaliate against any of its employees, applicants for employment, contractors or subcontractors because of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, ancestry, age, physical disability, mental disability, medical condition, genetic information, military or veteran status, or any other basis prohibited by law. Contractor further covenants that in the performance of this Agreement, Contractor shall not discriminate, harass or retaliate against City of any of City's elected or appointed officials, officers, employees, agents, servants, volunteers, those City agents serving as independent contractors in the role of City officials, contractors, contractors, subcontractors, or subcontractors, on any basis prohibited by law. 21.0 Labor Certification By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 22.0 Prevailing Wage and Payroll Records To the extent that this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, Contractor shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B, attached hereto and incorporated by reference herein. 23.0 Entire Agreement 18 of 23 This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties. 24.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 25.0 Government Code Claim Compliance In addition to any and all requirements of this Agreement pertaining to notices of and requests for compensation or payment for extra work, additional services, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code Section 900 et seq. prior to filing any lawsuit against City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, additional services, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a lawsuit against City. 26.0 Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Orange County, California, shall be the venue for any action or proceeding that may be brought by reason of, that arises out of, and/or relates to any dispute under any provision of this Agreement (whether contract, tort or both). 27.0 Non-Exclusive Agreement City reserves the right to employ or retain any other contractors in connection with the Services. 28.0 No Third Party Beneficiaries This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity shall be deemed to have any rights hereunder against either party by virtue of this Agreement. 19 of 23 29.0 Waiver No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (i) effective unless it is in writing and signed by the Party making the waiver, (ii) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (iii) deemed to constitute a continuing waiver unless the writing expressly so states. 30.0 Prohibited Interests; Conflict of Interest 30.1. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Contractor shall not accept any employment or representation during the term of this Agreement which is or may likely make Contractor "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Contractor has been retained. 30.2. Contractor further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement. Nor has Contractor paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Contractor hereunder the full amount or value of any such fee, commission, percentage or gift. 30.3. Contractor warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non- contractual, financial, proprietary, or otherwise, in this transaction or in the business of Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this Section. 20 of 23 31.0 Final Payment Acceptance Constitutes Release The acceptance by Contractor 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 Contractor for anything done, furnished or relating to Contractor'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 ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Contractor, its employees, subcontractors and agents 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 Contractor, its employees, subcontractors and agents. 32.0 Corrections In addition to the indemnification obligations set forth above, Contractor shall correct, at its expense, all errors in the work which may be disclosed during City's review of Contractor's report or plans. Should Contractor fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Contractor. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Contractor under this Agreement up to the amount of the cost of correction. 33.0 Non-Appropriation of Funds Payments to be made to Contractor by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Contractor's Services beyond the current fiscal year, this Agreement shall cover payment for Contractor's Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. 34.0 Mutual Cooperation 34.1. City's Cooperation. City shall provide Contractor with all pertinent data, documents and other requested information as is reasonably available for Contractor's proper performance of the Services required under this Agreement. 34.2. Contractor's Cooperation. Contractor agrees to work closely and cooperate fully with City's representative and any other agencies that may have jurisdiction or interest in the Services to be performed. In the event any claim or action is brought against City relating to Contractor's performance of Services 21 of 23 rendered under this Agreement, Contractor shall render any reasonable assistance that City requires. 35.0 Time of the Essence Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement. 36.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 37.0 Titles and Headings The titles and headings used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of it. 38.0 Recitals City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 39.0 Corporate Authority The person executing this Agreement on behalf of Contractor warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Contractor is formally bound to the provisions of this Agreement. [signatures on following page] 22 of 23 IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH CONTRACTOR: TESCO CONTROLS, LLC, a Delaware limited liability company By: is Le By: VP of Project Management ctor of Public Works Name: Jason Martin Its: C)"- Attest: By: Project Controls&Contracts Coordinator Name: Nadia Mutwakil Its: /t2a, • By: Gloria D. Harper, rk (Please note, two signatures required for corporations pursuant to California Corporations Code Section 313 from Approved as to rm: each of the following categories: (i) the chairperson of the board, the president or any vice president, and (ii) the By: secretary, any assistant secretary, the Nicholas Ghirelli, City Attorney chief financial officer or any assistant treasurer of such corporation.) 23 of 23 EXHIBIT A CONTRACTOR'S PROPOSAL (Annual Service Contract Package dated 4/24/24, Quote No. 231221Q006) Corporate Office EMASS F,3 8440 Florin Road,Sacramento,CA 95828 P.O.Box 299007,Sacramento,CA 95829 PH:916.395.8800 FX:916.429.2817 CONTROLS Innovation I Solutions I Support To: City of Seal Beach Quote Date: 4/24/2024 Attn: Darrick Escobedo Quote No.: 231221Q06 Re: Annual Extended Maintenance and System Services(EMASS)Proposal ANNUAL SERVICE CONTRACT PACKAGE (Service Period:July 1,2024 to June 30,2025) This proposal is offering an Extended Maintenance and System Service (EMASS) contract package to provide support services for City of Seal Beach's Sewer Collection Sites' Pump Control Panels (CP) Systems. The service contract shall provide a maximum of one (1) annual service site visit for two (2) Tesco's EMASS Service representatives to perform prescheduled preventive maintenance service visit. EMASS services will be scheduled 6-8 weeks prior to required work. Additional work provided beyond the contract allowance will be provided at the contract's reduced rates on a time-and-material basis. With this agreement, when paid in full at the beginning of the service term, the signee is entitled to reduced rates, priority response, and emergency service available 24 hours a day, 7 days a week, 365 days a year. These rates and terms are identified under the "Standard Professional Services Rates for Time and Material Services" section as included herein. Scope of Coverage The following identifies the scope of coverage related to support,service, and covered equipment/systems as part of this Service Contract Package. Item Description 1 MCC/VFD/RVSS/Pump Controls Specialized Preventative Maintenance&Support Services: TESCO shall provide site visits to perform specialized preventative maintenance,including system inspection,verification,and equipment cleaning. These services will be prescheduled and performed annually onsite,and include: • Exterior and Interior checks of the cabinet paint condition,door operations,seals,and gaskets, checks of door mounted controls and switches,and exterior mounted generator receptacle check if applicable. • Remove excessive dust and debris inside the panel • Visually inspect connections • Check for moisture intrusion and offer mitigation recommendations • Check for rodent/insect intrusion and offer mitigation recommendations • Check ventilation fans for proper operation and clean filters as needed • Check and record voltages • Check for and document any non-functional components • Record part numbers and serial numbers of any components(where applicable)that need to be replaced 2 PLC/RTU/Control Panel Specialized Preventative Maintenance&Support Services: TESCO shall provide site visits to perform specialized preventative maintenance,including system inspection,verification,and equipment cleaning. These services will be prescheduled and performed File Ref 231221 Q06 1 of 7 EMASS Service Contract Quotation TESCO CONTROLS Item Description annually onsite,and include: • Exterior and Interior checks of the cabinet paint condition,door operations,seals and gaskets, and checks of door mounted controls and switches. • Remove excessive dust and debris inside the panel • Check for moisture intrusion and offer mitigation recommendations • Check for rodent/insect intrusion and offer mitigation recommendations • Check fan and heater functional performance • Visually inspect and test the batteries using intelligent battery tester. Battery tester will provide information about how many amp-hours(AH)capacity batteries have. This test will determine if the batteries still"good"or need to be replaced • Verify Controller's power supply voltage • Check and verify PLC processor and I/O Modules connections • Check for excessive heat and loose connections • Check telemetry equipment cabling and connections • Seat terminal blocks and all relays • Check for and document any non-functional components • Record part numbers and serial numbers of any components(where applicable)that need to be replaced Seven(7)Sewer Lift stations Sites/Equipment Covered: The above-listed support service applies to the following sites/equipment: • 1st Street lift station pump control panel • 8th Street lift station pump control panel • Station 35 lift station pump control panel(s) • Sunset Aquatic Park lift station pump control panel • Boeing lift station pump control panel(s) • West End lift station pump control panel • Adolfo Lopez lift station pump control panel Five(5)Water distribution Sites/Equipment Covered: The above-listed support service applies to the following sites/equipment: • BC Well site pump control panel • Lampson Well site pump control panel(s) • North Leisure World Vault pump control panel • South Leisure World Vault pump control panel • Navy Reservoir site 3 Instrumentation Management Services: • Provide EMASS service representative(s) to perform annual instruments functional performance verification services for field instruments. • Perform functional verification and required calibration of the instruments' primary variable (including Pressure, Level and Analytical instruments). • Verification of instruments' output (4-20mA or other), calibrate as necessary, and where applicable,verify instruments' reading at SCADA system. • Performance diagnostics,battery checks and loop checks. • Provide performance verification certification stickers for instruments verified. • Note: Analytical verification services include test solutions necessary to verify calibration of the instruments. Please note that instruments must be identified (manufacturer, model number, process, and range) prior to scheduling service for proper preparation of service, such as File Ref. 23/221 Q06 2 of 7 EMASS Service Contract Quotation TESCO CONTROLS Item Description procurement of calibration solutions,etc. • Note:Owner understands that Tesco's service representative will have to take an instrument out of the automatic process control to verify the 4-20 mA outputs. Upon completion of calibration and verification of the instrument, the automatic process control will be restored. The Owner will provide support staff to operate the process in manual mode during verification, as well as to verify accuracy of the values coming into PLC/SCADA system while Tesco service representative is verifying the instrument in the field. The Owner will provide support staff to verify accuracy of values coming into PLC/SCADA system while Tesco service representative is verifying the instrument in the field. • Note: Responsibility of the Owner is to provide safe access to instruments located in designated as "Confined Space Entry"areas and instruments located at elevated locations. Field instruments to be performance verified,flow meter range verification of inputs and outputs: Forty(40)Instruments Covered to be performance verified: • Six(6) Magnetic flowmeters Sparling TigerMags(5 at lift stations and 1 at Lampson well site) • One(1) Marsh McBirney flowmeter(Station 35 lift station) • One(1) Drop in level/pressure transducer(8th Street lift station) • Two(2)Toshiba flowmeters(North and South Leisure Well sites) • One(1)Signature diff pressure flow transmitter(BC Well site) • One(1) Pressure transmitter(BC Well site) • Two(2) Mercoid pressure switches(Lampson well site) • One(1) Rosemount pressure transmitter(Lampson well site) • One(1)Sparling Tigermag(Lampson well) • Two(2)Foxboro pressure transmitters(North and South Leisure vaults sites) • Eight(8)Milltronics(Siemens)Hydro rangers level transmitters(sewer lift stations) • Two(2) Milltronics(Siemens)Hydro rangers level transmitters(Lampson well site) • One(1)Level drop in(Lampson well site) • Two(2)Prominent Chlorine analyzers(BC well and Lamson well) • Eight(8)Strip chart recorders(Station 35 lift station and well sites) • One(1) Magnetic flowmeter(Navy reservoir) • One(1) Pressure transmitter(Navy reservoir) • One(1)Prominent Chlorine analyzer(Navy reservoir) • One(1)Sparling Tigermag flowmeter(Adolfo Lopez sewer lift station) TOTAL ANNUAL COST(Service Year 2024-2025): $12,000.00 Additional Services Additional services which are not included within the Service Contract coverages(as defined above) are available and can be administered through this contract. Such services are offered at TESCO's "standard rates" per the rate scheduled included herein, which will accrue against the included Allowance or billed separately on a Time-&- material (T&M) basis. There services will be subject to the service provisions defined herein and scheduled accordingly. Service and support may include any of the following disciplines/items as needed to fulfill the additional service requests. • Field Service Technician—to provide field support and services,including, but not limited to instrumentation troubleshooting,calibration,and loop testing;electrical control modifications;Infrared Thermal Image Scan(s)for verifying/identifying poor connections, resistive"hot spots",and potentially failing equipment,control system troubleshooting;motor control support services(e.g.VFD's, RVSS's, Pump Control Panels,etc.)and communication system service. File Ref.231221Q06 3 of 7 EMASS Service Contract Quotation TESCO CONTROLS ■ PLC Programmer—to provide PLC programming support and services as needed, including, but not limited to troubleshooting, program modifications,OIT programming services,and training. • SCADA Programmer — to provide SCADA support and services as needed, including, but not limited to software troubleshooting;support services for system tags, database,telemetry/communications,alarming systems, reporting, and graphics support; networking support; programming modifications; and training. (Note: Latest SCADA system software updates should be available while under terms of the contract) • Engineer — to provide engineering and consulting support and services related to electrical control and system engineering,including, but not limited to electrical control system assessment,tracing, engineering, and as-built drawings;control system operations engineering;system documentation;and training. • Materials,travel, expenses, and/or third-party services will be billed separately. Any material required shall be approved by owner/customer prior to procurement. Rate Schedule The following rate schedule identifies the Professional Services offered by Tesco Controls for Technical Support Services only. Please note that this rate schedule is not intended for use with Task Orders or project scopes of work, which shall be administered separately from this Service and Support Contract (TESCO can negotiate and quote these separate work efforts, as needed). This rate schedule applies to the services and support covered by this Service Contract per the applicable rate category, as well as the additional services that are rendered for ancillary support effort(which is performed per the standard rates and provisions defined below). The following are Tesco's current professional service rates for year 2024 including the escalation rate schedule for service type and category. The rates shown below include the direct hourly rate only and do not include expenses related to business travel, ME&I costs, per diem, or other miscellaneous fees If needed, please consult with Tesco representative for travel-loaded rates which are evaluated case-by-case upon request. Professional Services Standard Premium Emergency Service Rate Services Services Contracts Factory Repairs $150 $160 $190 $140 Engineering Support $180 $190 $230 $170 Drafter/Designer $190 $200 $240 $180 Engineer/Designer(Electrical,Controls) $210 $220 $265 $200 Project Engineer $215 $225 $270 $205 Senior Project Engineer $225 $235 $280 $215 Project Manager $250 $260 $310 $240 Senior Project Manager $255 $265 $315 $245 PLC Applications Programmer $225 $235 $280 $215 Senior PLC Applications Programmer $235 $245 $290 $225 SCADA Applications Programmer $225 $235 $280 $215 Senior SCADA Applications Programmer $235 $245 $290 $225 Field Service Engineer/Specialist $225 $235 $280 $215 Senior Field Service Engineer $235 $245 $290 $225 Network/Communications Engineer $255 $270 $325 $245 Senior System Architect $265 $280 $335 $255 File Ref. 231221 Q06 4 of 7 EMASS Service Contract Quotation TESCO CONTROLS Service Rate Categories The following define the service types identified in the above listed rate categories: Standard Service Rate — These rates apply to standard scope and task order activities that are under Tesco's scheduling and resource planning control. Standard rates are reserved for negotiated, planned, and well- defined/specified scopes of work where standard approach methodologies for executing work activities apply. These rates may also apply to specialized preventative maintenance services. These rates do not apply to open- ended tasks or time-&-material (T&M)work orders requiring premium technical/engineering services(please refer to Premium Service Rates); the Standard Service Rate category apply to standard 'project/product delivery' work. Please consult with Tesco representative for applicable service rate. Premium Service Rate—These rates apply to open-ended tasks and time-&-material (T&M)work activities where the scope of work is not well-defined requiring a non-standard approach to scope management and resource planning. Such activities require higher-level disciplines for engineering task discovery in defining scope of work requirements on an as-needed basis. These rates may also apply to scope and task order activities that require premium technical services, such as engineering assessments, engineering surveys/studies, integration activities, troubleshooting, and T&M support services. These rates do not apply to urgent, expedited, or emergency service where the rendering of services are subject to deadlines or schedules that compress or interrupt other prescheduled activities or project work (please refer to Emergency Service Rates). Please consult with Tesco representative for applicable service rate. Emergency Service Rate —These rates apply to tasks, work activities, and/or services that are rendered where personnel and resources need to be expedited and do not follow Tesco's standard methodology for scheduling work. Such services may impact other work activities or other project work, and may require rescheduling of resources to accommodate an expedited schedule. These rates may also apply to services that need to be rendered after normal business hours, whether provided as technical phone support or onsite technical support. Please note that any onsite technical support or activity rendered as an Emergency Service Rate may be subject to additional surcharges as follows: Emergency Onsite Service Surcharges Mobilization surcharges are applied to each emergency call/request that results in onsite activities being rendered under the Emergency Service Rate classification as defined above. These surcharges do not apply to phone support or remote VPN access support services. The following surcharges are applied to the mobilization of onsite services based on operating business hours. After-Normal Business Hours,On-Call Onsite Support $1,150 per incident During Normal Business Hours,On-Call Onsite Support $850 per incident After-hours service requests are managed through Tesco's 24/7 On-Call Support Program and facilitated through Tesco's call center and dispatched to on-call personnel. Please note that the utilization of Emergency Service Rates do not constitute an Emergency On-Call & Technical Support Service Contract or guarantee a level-of- service/response-time stipulated by those contracts. Please contact Tesco for a customized EMASS, Support, and/or On-Call Emergency Service Contract which is structured and quoted on support needs and on a system-by- system basis. Although Emergency Services are expedited and scheduled promptly, mobilization is subject to availability and resource rescheduling lead-times. Please consult with Tesco representative for applicable service rate. EMASS Contract Rate — These rates apply to work, tasks, and scopes identified by a Tesco Service Contract. Service Contracts can include bundled packages for Extended Maintenance and System Services (EMASS) contracts,Technical Support Service contracts, and On-Call Emergency Service contracts. Eligibility of these rates are only available through an active and pre-paid Tesco Service Contract which are subject to the terms and conditions stipulated by the respective Service Contract language. These rates do not apply to Open Purchase File Ref. 23/221Q06 5 of 7 EMASS Service Contract Quotation TESCO CONTROLS Orders, Time-&-Material (T&M) service requests, or premium Professional Services / Consulting Agreements. Please consult with Tesco representative for additional information and details related to Service Contracts. Please consult with a Tesco representative for applicable service rates. Rendering Services Upon contracting into an agreement with Tesco Controls (i.e., Retainer Agreement, Service Contract, or Professional Services/Consulting Agreement), these indicated rates shall be valid for the agreed contract period. Services rendered will be provided on a Time-and-Material accrual basis, which may be estimated in advance with a specified Task Order and/or defined scope of activity(ies). The hours accrued for rendered services will be recorded and only those incurred hours will be billed against the service/contract agreement in addition to the cost of expenses, travel, per diem, ME&I costs, fees, expenditures, and any preauthorized hardware/material provided. Please refer to the Time-and-Material service provisions and the terms and conditions noted herein. Service Provisions Please note the following service provisions: • Normal working hours are Monday through Friday,8:00 a.m.to 5:00 p.m. Overtime at one and one-half the standard rate is billed for services outside the normal working hours,excluding weekends and holidays. • Saturday working hours are billed at two times the standard rates. • Sunday working hours are billed at three times the standard rates. • Holiday working hours are billed at three times the standard rates. • The above rates are billed two-hour minimum and in half-hour increments per activity/mobilization. • Portal-to-portal travel time is billed at the indicated hourly rate, plus$0.85 per mile. • Hardware components are billed at cost plus 20%overhead/procurement expenditures and 15%margin (delivery is subject to manufacturer availability). Sales tax will be applied as appropriate. • Actual travel expenses(airfare,ground transportation,lodging, meals,etc.)are billed at cost plus 20% overhead/administration. • Authorized third party services will be billed separately at cost plus 20%overhead/subcontract administration and 15%margin(delivery is subject to service provider availability). • Please note:The above listed rates and referenced disciplines are for technical and professional services only, which do not include any trade installation,trade work,or trade labor. Clarifications T the - able• alu a of the labor and ^ s to be performed hereunder. Tesco Controls agrees to provide the services referenced herein but does not assume any liability or responsibility for damages caused by a failure of the parts or components referenced herein or the loss of any data to the extent arising out of or resulting from the acts or omissions of any persons outside the control of Tesco Controls.Tesco Controls shall not be obligated under this agreement to provide an extension of the manufacturer's warranty for any component referenced herein. Tesco Controls shall not be obligated under this agreement to provide services or repair damage caused by fire, explosion,vandalism,theft,act of God, misuse, or abuse of equipment/components to the extent arising out of or resulting from the acts or omissions of any persons outside the control of Tesco Controls; such equipment may not be serviceable and may need to be replaced. Nor will Tesco Controls be liable for damage caused by unsupervised relocation, repair, or modifications to the equipment/components not performed by Tesco Controls (or previously authorized by Tesco Controls if such equipment is covered by the "covered components of this agreement"). Please note the following service provisions: File Ref.23/221 Q06 6 of 7 EMASS Service Contract Quotation TESCO CONTROLS Waiver of Consequential Damages. The City of Seal Beach and Tesco Controls waive claims against each other for any consequential damages that may arise out of or relate to this Agreement.Similarly,Tesco Controls shall obtain from its consultants and subcontractors'mutual waivers of consequential damages that correspond to TESCO's waiver of consequential damages herein.To the extent applicable,this mutual waiver applies to consequential damages due to termination by the Owner in accordance with this Agreement or the agreement between the Owner and Tesco Controls. Terms and Conditions • Contract will be covered 1 year from date of acceptance. • TESCO carries liability insurance,with full workman's compensation coverage. • Terms are net 30 days on approved credit accounts. • Interest will be applied to all past due invoices. Contract Acknowledgement The undersigned acknowledges that they have read and understand the above Service Contract offering: City of Seal Beach Tesco Controls Company/Agency Company/Agency Jason Martin/Vice President of Project Management Name,Title 2,) Name,Title/ "Pm-1atzULSignature ignature 06/03/2024 Date Date Proposal prepared by: TESCO CONTROLS Tony Vaynshteyn Senior Field Services Coordinator tvaynshteyn@tescocontrols.com File Ref.231221Q06 7 of 7 EXHIBIT B TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS 1. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1"). Further, Contractor acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as to those Services that are "public works", Contractor shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Contractor shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Contractor shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Contractor and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Contractor or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Contractor shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Contractor's Services are subject to compliance monitoring and enforcement by DIR. Contractor shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Contractor acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Contractor shall post such rates at each job site covered by this Agreement. 6. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Contractor shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor. 7. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records. 8. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement. 9. Contractor shall not perform work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Contractor and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Contractor or any subcontractor becomes debarred or suspended during the duration of the project, Contractor shall immediately notify City. 10. Contractor acknowledges that eight hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Contractor shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Contractor in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay. 11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 12. For every subcontractor who will perform work on the project, Contractor shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Contractor shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Contractor shall indemnify, hold harmless and defend (at Contractor's expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Contractor, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Contractor under this Section shall survive the termination of the Agreement. ACO® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) k.....---- 3/1/2025 7/9/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies NAME:CONTACT Three City Place Drive,Suite 900 PHONE FAX St.Louis MO 63141-7081 E-MAIL= O E tl WC,No): (314)432-0500 ADDRESS: midwestcertificates@lockton.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Illinois Union Insurance Company 27960 INSURED Tesco Controls,LLC INSURER B:Federal Company 20281 Insurance 1528548 8440 Florin Road INSURER C:Pacific Insurance Company,Ltd. 10046 Sacramento,CA 95828 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 20737847 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE �ADDL SUER POLICY EFF - POLICY EXP - LIMITS INSD WVD POLICY NUMBER IMMIDD/YYYY) (MMIDD/YYYY) A X COMMERCIAL GENERAL LABILITY N N APC G47452636 001 3/1/2024 3/1/2025 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES Ea occurrence) $ 1,000,000 _ MED EXP(Any one person) $ 10,000 , PERSONAL&ADV INJURY S 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 2,000,000 POLICY EOT X LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ B AUTOMOBILE LABILITY N N (24)7362-65-82 3/1/2024 3/1/2025 (ce 88`INdeDtSINGLE LIMIT $ 1,000,000 x ANY AUTO BODILY INJURY(Per person) $ XXXXXXX OWNED SCHEDULED BODILY INJURY(Per accident) $ XXXXXXX AUTOSONLY AUTOS $ XXXXXXX HIREDIREDNON-OWNED PROPERTY DAMAGE AUTOS ONLY _ AUTOS ONLY (Per accident) $ XXXXXXX A X UMBRELLA LAB X OCCUR N N X00 G47452648 001 3/1/2024 3/1/2025 EACH OCCURRENCE S 10,000,000 EXCESS LIAR CLAIMS-MADE AGGREGATE $ 10,000,000 DED X RETENTION$ 10,000 $ XXXXXXX WORKERS COMPENSATION s, PER B ,AND EMPLOYERS'LIABILITY N (25)7175-12-36 3/1/2024 : 3/1/2025 X STATUTE ERA Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N NIA (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 C Design Professionals i N N 01 OH 0566352-23 9/30/2023 3/1/2025 Per Claim:$5,000,000 Liability Deductible Ind&Exp:$100,000 I Deductible Agg:$300,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 20737847 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Seal Beach ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTAT I ©1988-2 CORD CORPORATI N. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD