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Home My WebLink About25F - AGMT - SCADA SYSREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 5, 2019 TITLE: APPROVE AGREEMENT WITH KAPSCH TRAFFICCOM USA, INC., FOR SCADA SYSTEM MAINTENANCE IN THE AMOUNT OF $250,000 [NON -GENERAL FUND] {STRATEGIC PLAN NO. 6, 1C} CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize an agreement with Kapsch TrafficCom USA, Inc., to provide software support and maintenance for the City's water production facilities' Supervisory Control and Data Acquisition System, for a three-year period beginning November 5, 2019, and ending November 4, 2022, with provisions for two one-year renewals exercisable by the City Manager and City Attorney, in an annual amount not to exceed $50,000 per year, for a total agreement amount not to exceed $250,000, including the optional renewals, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Public Works Agency's Water Resources Division currently operates 20 active water wells and 7 water pumping stations to supply the City's drinking water. These facilities are controlled by a Supervisory Control and Data Acquisition (SCADA) system. Kapsch TrafficCom USA, Inc. (Kapsch), installed the existing SCADA system in 1992 and upgraded it in 2000. The SCADA system uses remote programmable controllers at each water production site to communicate with a central computer system located at the City Corporate Yard to remotely operate the City's water wells, pumps, and reservoirs. When the remote controllers and monitoring sensors are triggered, the SCADA system sends out alarms via a short messaging service (aka SMS or "text message") that notifies staff of the pump, well, and/or electrical irregularities in the City's water production system. Staff will then investigate and correct any problems, quickly saving time, labor, and cost by correcting malfunctions and minimizing inefficiencies and damage. This agreement includes annual software support and system maintenance. Services include providing the City with telephone assistance, system training, and as -needed, on -site service for hardware- or software -related issues that cannot be resolved via telecommunications. 25F-1 Agreement with Kapsch TrafficCom USA, Inc., for SCADA System Maintenance November 5, 2019 Page 2 Due to the proprietary nature of the software, Kapsch TrafficCom USA, Inc., is the only vendor that can fully support the system and provide immediate response in the unlikely event of a catastrophic system failure. As such, staff recommends that Kapsch TrafficCom USA, Inc., be retained to provide all required upgrades, system maintenance, and programming improvements for a continued reliable system. An agreement with Kapsch had previously been approved by Council on January 15, 2019; however, the agreement was never executed due to Kapsch's decision not to accept the City's standard agreement liability terms. Kapsch identified that the City's standard liability clause was not appropriate due to the nature of services provided, namely software support. Staff concurred and renegotiated the limit of liability down from $1,000,000 to $300,000. The revision constitutes a substantive change to the version of the agreement approved by Council on January 15, 2019, and as such must be reapproved. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funding is available in the Fiscal Year 2019-20 Water Production and Supply Account (No. 06017640-62300) and will be budgeted in subsequent fiscal years as follows: Fiscal Accounting Unit — Fund Accounting Unit, Account Amount Year Account # Description Description Contract 3-Year Term Water Utility Water Production FY 19-20 06017640-62300 Water & Supply, Contract Services- $30,000 Nov. -June Professional Water Utility Water Production FY 20-21 06017640-62300 Water & Supply, Contract Services- $50,000 July - June Professional FY 21-22 Water Utility Water Production 06017640-62300 Water & Supply, Contract Services- $50,000 July — June Professional 25F-2 Agreement with Kapsch TrafficCom USA, Inc., for SCADA System Maintenance November 5, 2019 Page 3 Fiscal Accounting Unit — Fund Accounting Unit, Account Amount Year Account # Description Description FY 22-23 Water Utility Water Production 06017640-62300 Water & Supply, Contract Services- $20,000 July — Nov. Professional TOTAL 3-YEAR TERM: $150,000 Renewal Option 2-Year Term Water Utility Water Production $30,000 FY 22-23 06017640-62300 Water & Supply, Contract Services - Nov. -June Professional Water Utility Water Production $50,000 FY 23-24 06017640-62300 Water & Supply, Contract Services - July - June Professional Water Utility Water Production $20,000 FY 24-25 06017640-62300 Water & Supply, Contract Services - July — Nov. Professional TOTAL 2-YEAR RENEWAL OPTION: $100,000 TOTAL AGREEMENT: $250,000 Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency FSS/NS/RR Exhibit: 1. Agreement APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA Executive Director Finance and Management Services Agency 25F-3 AGREEMENT TO PRCVIDE SUPPORT,MQ) P,'Al1%ITE10INCE SERVICES FOR SCAL`A SYSTEM SOFTWARE THIS AGREEMENT is made and entered into this 5th day of November, 2019 by and between Ifapsch TraffieCom USA, Inc. ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), RECITALS A. The City has previously purchased from Contractor support and maintenance services for the Supervisory Control and Data Acquisition System (SCADA) software utilized by the Water Resources Division of the Public Works Agency for the City's water production facilities. B. The City desires to purchase from Contractor additional support and maintenance services and other related components. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform the services that are described in Contractor's proposal that is attached and fully incorporated as Exhibit A. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit A. The total annual sum to be expended under the term of this Agreement, including any extension periods, shall not exceed $50,000, which is comprised of (1) the annual allocations stated in Exhibit A and (2) a contingency in the amount of the remaining balance for additional services at the City's sole discretion. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. pa-: I ors 25F-4 3. TERM This Agreement shall commence on the date first written above and terminate on November 4, 2022, unless terminated earlier in accordance with Section 18, below. The term of this Agreement may be extended for up to two t-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws, S. INDEPENDENT CONTRACTOR Contractor shall, during the entire tern of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Page' of 8 25F-5 'NSURANC4, Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial Gencral Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c, Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate, C. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in hall force and effect for the entire period covered by this Agreement. {i1) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by Contractor, without thirty (30) days prior written notice to the City. Pagc 3 of 25F-6 (iv) Contractor shall supply City with a fully executed additional insured endorsement. f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. IF*1DEiMN1FICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability; (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the operations of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section i of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9. L7Tv TTA 10N OF LIABILTY Notwithstanding anything else contained in this Agreement, excepting compliance with the confidentiality provisions herein, in no event shall either party be liable to the other party or to any other person for any indirect, consequential, incidental, special, or punitive damages, including without limitation, any loss of use or production, or any loss of data, profits or revenues, or any claims raised by customers of City, regardless of the form of action (whether for breach of warranty, breach of contract, or in tort) and whether advised of the possibility of such damages or not. Contractor's liability is limited to City's actual direct damages, and shall not exceed $300,000. P a ,, c 4 <,rs 25F-7 10. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 12. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any infonnation that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by Contractor without reference to information disclosed by the City. 13. CONFLIC3' OF INTEREST CLAUSE Contractor covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement, 14. NOT ICE Any notice, tender, demand, dcliN a*-, or other communication pursuant to this Agreement shall be in evriting and shall be deemed to be properly given if delivered in person or mailed by Pale? ofC 25F-8 first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 Fax 714-647-5635 To Contractor; Kapsch TrafficCom 4256 Hacienda Drive, Suite 100 Pleasanton, CA 94588 Attn: Philip Jacobs A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor, The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. Pa �060lS 25F-9 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City. 17. WAIVEI? No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. lg. TERNIINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NON-BI5CRIN1INATION Contractor shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be fare ? of s 25F-10 determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 21. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 22. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORDO SONIA R. CARVALHO Citv Attomev qq�� r By: _ll V. n M. Funk ssistant City Attorney RECOMMENDED FOR APPROVAL Fuad S. Sweiss, PE, PLS Executive Director, Public Works Agency P I-C 1 of CITY OF SANTA ANA KRISTINE RIDGE City Manager CONTRACTOR 'am : for ' avid Gumpel Title: General Manager, PMO D&O 25F-11 EXHIBIT A Kapsch TrafficCom USA, Inc. l�aPEC-17 October 7, 2019 City of Santa Ana Public Works Division 220 S. Daisy Ave Santa Ana, CA 92703 Attention: Mr. Cesar E. Barrera Reference: City of Santa Ana Water SCADA System Subject: Kapsch TrafficCom USA, Inc. DYNAC SCADA System Maintenance and Service Contract Dear Mr. Barrera: Kapsch is pleased to respond to your request for the above referenced Maintenance and Service Contract Proposal, The term of the contract will be from November 5, 2019 to November 4, 2022, The following paragraphs comprise the terms and conditions upon which the Maintenance and Service Contract will be based. Software Mainienance a) Each year Kapsch will provide two, 2-day on -site visits (32 hours total) preventative software maintenance for the SCADA System servers and workstations. Services will include general system diagnostics as provided with original installation, file and disk management, software backup and archiving, etc. Any additional time requested will be billed at our published Professional and Support Services rates. Accepted: $ Included Gtandard Telephone Support a) Kapsch's Applications Engineering staff will be made available for telephone support to answer questions regarding the use, modification or troubleshooting of PLCIRTU software provided by Kapsch. b) Kapsch's Software Engineering staff will be made available for telephone support to answer questions regarding the use, modification or troubleshooting of the DYNAC SCADA software provided by Kapsch. c) Kapsch's Software Engineering staff will be made available for telephone and modem support to remotely diagnose, troubleshoot and resolve any problems found in the DYNAC SCADA software provided by Kapsch. d) Client personnel will be required to work with Kapsch personnel via telephone as needed to ensure that any reported problem may be accurately diagnosed. Total Standard Telephone Support Accepted: $ Included K,,dk T,d ti Cc ,, USA h,. I e26a H,,r d� r ,9 s,ne ," I Pi, , ',Won cA 9<�M 11 „",,,. re2s, 7z5-+ecOI r , la_ "__-1 0,01 o:,, 25F-12 Kapsch TrafficCom USA, Inc H ird,w ar.- kapscrp > City of Santa Ana Oct 7, 2019 Page 2 of 4 a) On a bi-annual basis, Kapsch will provide on -site preventative hardware maintenance for the SCADA System servers, workstations and peripheral devices. Services will include general system diagnostics as provided with original installation, cleaning, consumables replacement (i.e. changing printer ribbon), etc. Accepted: $ Not -included b) Kapsch will provide for repair or replacement of the SCADA System servers, workstations and peripheral devices via service sub -contracts with original equipment manufacturers or their authorized representatives. Availability of these services will be based upon the terms and conditions of the manufacturers' standard contracts. Accepted: $ Not included ttliaintenance and Service Requests All maintenance and service requests shall be documented by the Client (i.e. fax, memo, etc,) for future reference and administrative purposes. All maintenance and service requests shall be acknowledged in writing by Kapsch, including diagnosis and corrective actions taken. All on -site services provided will be documented on field service reports which will be submitted to the Client daily as services are provided. cat ncard i?,chec uling and nvaiiabolity a) Kapsch personnel will be generally available during normal working hours, 8:00am - 5:00pm, Monday through Friday. Scheduling of maintenance and service work will be based upon current personnel schedules and availability (i.e. at the time of any given request), and the priority of the request. Priorities for maintenance and service requests will be determined on a case -by -case basis. b) Kapsch personnel will also be available for on -call telephone consulting and troubleshooting services outside the normal work schedule defined above. Rates for each year are:- 2020 $ 26,250 2021 $ 27,500 2022 $ 28,900 $ 82,6S0 Accepted: $82,650 PrifcsalOi 2: anO E-ap ice s c) Additional services - DYNAC SCADA system programming and/or materials provided on request will be billed at our published Professional and Support Services rates on a Not to Exceed (NTE) basis. Accepted: NTE $67,350 Kapsch TmffiaCum USA, I ri(.I42J6 Hacien I. D ec Suite 1C9 1 I..anloq CA a 3., PVoi o. t 225 1000I F a, 19251 22F191 ^ ka,U,. tor 25F-13 _ M Kapsch TrafficCom USA, Inc. .I�i-y City of Santa Ana Oct 7, 2013 Page 3 of 4 Resident fNaintenance and service Personnel a) One resident Kapsch Service Engineer will be assigned on a full-time basis to perform preventative and corrective maintenance on -site during normal working hours based upon an 8-hour/day, 40-hour(week schedule. The starting time of daily shifts will be in accordance with normal Client maintenance personnel. Accepted: $ Not included One resident Kapsch Service Engineer will also be available for on -call telephone consulting and troubleshooting services, outside the normal work schedule defined above. All services provided upon an on -call basis will be billed per Kapsch's published Professional and Support Services rates. Accepted: Time & Material Not Included Billing a) The fixed price amounts) quoted above are due upon acceptance of the Contract and will be invoiced in full based upon Net 30 payment terms. b) An authorized purchase order for the total amount of all fixed price option(s) selected is required prior to any services being rendered. c) The duration of the Contract will be 36 months from November 5, 2019. The Contract can be renegotiated and renewed on a yearly basis thereafter. In addition, optional Standard Scheduling and Availability and Miscellaneous Professional and Support Services are offered for years 2023 and 2024. Rates for each year will be:- 2023 $30,400 plus $19,600 2024 $31,900 plus $18,100 Conlraet °:ecep ncr Kapsch, Inc. Client authorized signature title date authorized Signature title date Kapsch TrVfi,Co,, usn i.,c I 42P3 Gcemlao , iao l P�easamm�. c� 9tr ,,snol 2)r, 151CI e,«h �o,r 25F-14 Kapsch TrafficCorn USA, Inc. I ka- PSC17 City cf Santa Ana Oct 7, 2019 rage 4 of 4 Kapsch looks forward to your favorable review of this proposal. If this proposal is deemed acceptable, please initial each option desired and sign and date both copies and return them to Kapsch as soon as possible. An executed copy will be returned to you for your records. If you have any questions or concerns regarding this proposal please contact the undersigned at our Pleasanton, CA, facility. Yours Truly, Kapsch YrafficCom, USA, Inc. David Gumpel General Manager, PMO Delivery & Operations Attachment (1) Professional and Support Services Kapsch 1,0f,,Co USA. Inv i 2 r 1H .... 1(c I PI I. Moil, (. .4`,HS Phone y 2251C-'O I � t'2- 225-101 li I kxpsch corn 25F-15 Kapsch TrafficCom %�aPS 17 > challenging limits Page 1 PROFESSIONAL AND SUPPORT SERVICES Kapsch is pleased to provide the following categories of services' PROFESSIONAL SERVICES Division/Department Manager $275,00 Sr. Project Manager 225.00 Project Manager 190.00 Sr. Software Engineer 220.00 Software Engineer 175.00 Sr. Systems Engineer 190.00 Systems Engineer 1%00 Applications Engineer 115.00 Field Specialist 145.00 Field Technician 125.00 Designer/Draftsperson 110.00 Administrative Support 105.00 Project Cost Controller 120.00 Scheduler 95.00 Health, Safety, Security, Environment, Quality Mgr. 235.00 Health, Safety, Security, Environment, Quality 115.00 Shop Labor 88.00 System Engineer 2 (Urban) 170.00 Solution Expert (urban) 220.00 FIELD SERVICES Field Services supplied to customers not covered by an established Contract Service Agreement or services as requested by a customer for a specific day, time or reason, outside the scheduled service provided under a Contract Service Agreement. Service and Travel Time Portal to Portal (See Note). a. Std. work hours 8:00 a.m. to 5:00 p.m. Standard Rate per I and III b. Saturday and hours other than 8:00 a.m. to 5:00 p.m. 1.5 times Standard Rate c. Sundays and Legal Holidays Double Standard Rate Note: The base location for travel time will be Kapsch's nearest service office. Minimum service charge will equal 4 hours at appropriate service rate. Kapsch TraBicCon, USA, Ina, 1 4256 Hacienda Drive. Suite IDO I Pleananion. CA 94588 1 Phone 925 225IWO I Fax 925 2251610 1 m .kapsch.us Rev. 04-01-19 25F-16 Kapsch TrafflcCom kap, FF ,l r.Rallenrying limits Page 2 Ip, SHOP FABRICATION SERVICES Shop fabrication services are available at a shop rate of $80,00 per hour. Materials will be invoiced at cost plus 25%. Normal shop expenses are included within the above rates; however, additional expenses such as freight, travel, etc., will be billed at cost. Shop/field calibration, acceptance testing, start-up, etc., are considered field services and will be charged at the appropriate field service rates. IV. KAPSCH'S PERSONNEL RATES Normal labor charges will be at the hourly rates shown in the above tables for each labor classification. Time in excess of 8 hours per day or 40 hours per week is termed overtime. When client authorized, overtime rates are 1.5 times normal rates. Rates are in USD. Rates are not valid for prevailing wage work. Quoted rates are subject to reasonable adjustment after August 31, 2016. V. SUBCONTRACTED WORK When it is necessary to supplement our staff with consultants or outside subcontractors, these services are billed at our cost plus 15%. Vi. EXPENSES Additional expenses are charged at cost plus 15%. These reimbursable costs include, but are not limited to; Travel (air fare, auto rental, public transportation and subsistence) Use of company vehicles ($90/day) and employee cars ($0.65/mile) Equipment rental or purchase Long distance and cellular telephone, fax , postage, courier and reproduction work Applicable sales taxes and freight charges Vill. MATERIALS Material is charged at list price plus 15%. Applicable sales, excise taxes, fees and freight charges are added as applicable. Vlll. DOCUMENTATION All agreed upon documentation including manuals, drawings and reproductions, will be furnished to the client during or at the close of the job. We reserve the right to retain either originals or reproductions of all of our work for our files. Kapscl Traffic Con, USA, Inc 142 Ln exile 06I FI .a, ml Cr.4t6d I Phone 92522516^0I F-' .25225'51. I '..k,,s t ,, 25F-17 25F-18