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HomeMy WebLinkAboutC-8086-1 - PSA for 16th Street Pump Station Programming; Amendment No. OneQO AMENDMENT NO. ONE TO ofJ PROFESSIONAL SERVICES AGREEMENT i WITH ADVANCED TELEMETRY SYSTEMS INTERNATIONAL, INC. FOR U 16TH STREET PUMP STATION PROGRAMMING THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. One") is made and entered into as of this 18th day of October, 2016 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and ADVANCED TELEMETRY SYSTEMS INTERNATIONAL, INC., a California corporation ("Consultant'), whose address is 43176 Business Park Drive, Suite 108, Temecula, California 92590, and is made with reference to the following: RECITALS A. On June 20, 2016, City and Consultant entered into a Professional Services Agreement ("Agreement') to engage Consultant to provide 16th Street Pump Station Supervisory Control and Data Acquisition ("SCADA") Programming ("Project'). B. The parties desire to enter into this Amendment No. One to extend the term of the Agreement to June 30, 2017. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM Section 1 of the Agreement is amended in its entirety and replaced with the following: `The term of this Agreement shall commence on the Effective Date, and shall terminate on June 30, 2017, unless terminated earlier as set forth herein." 2. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 1 , - 16 By: - `�'– Aaron C. Harp r'0 10107-1 iw City Attorney ATTEST: Date: �{ By: O yY�f1�'W Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: rolet i 6 By: org Mu doch Municipal Operations Director- Utilities CONSULTANT: Advanced Telemetry Systems International, Inc., a California corporation Date: By: �— Ja LaVine Chief xecutive Officer Date: iL.;, � 4 By: Jay Johns6n Chief Financial Officer [END OF SIGNATURES] Advanced Telemetry Systems International, Inc. Page 2 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 6/23./16 Dept./Contact Received From: Joan Date Completed: 6/24/16 Sent to: Joan By: Alicia Company/Person required to have certificate: Advanced Telemetry Systems Type of contract: All Other I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 8/19/15-8/19/16 A. INSURANCE COMPANY: Colony Insurance Co. B. AM BEST RATING (A-: VII or greater): A: XIII C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? ❑ Yes ®No D. LIMITS (Must be $1M or greater): What is limit provided? 2M/2M E. ADDITIONAL INSURED ENDORSEMENT—please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does N/A F. not apply to Waste Haulers or Recreation) ® Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND ® N/A ❑ Yes ❑ No G. COMPLETED OPERATIONS ENDORSEMENT (completed ❑ N/A ❑ Yes ® No H. Operations status does not apply to Waste Haulers) ® Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? ® Yes ❑ No 1. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? ® Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence' wording? ❑ Yes ®No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): ® N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No II. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 8/6/15-8/6/16 A. INSURANCE COMPANY: Allied Property & Casualty Ins. Co. B. AM BEST RATING (A-: VII or greater) A+: XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? 1M E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) N/A F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste Haulers only): ® N/A ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ❑ Yes ® No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 214/16-2/4/17 A. INSURANCE COMPANY: Federal Insurance Company B. AM BEST RATING (A-: VII or greater): A++: XV C. ADMITTED Company (Must be California Admitted): D. WORKERS' COMPENSATION LIMIT: Statutory E. EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater) F. WAIVER OF SUBROGATION (To include): Is it included? G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM H. NOTICE OF CANCELLATION: ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Approved: 6/24/16 Agent of Alliant Insurance Services Date Broker of record for the City of Newport Beach ® Yes ❑ No ® Yes ❑ No ® Yes ❑ No ® N/A ❑ Yes ❑ No ❑ N/A ® Yes ❑ No ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® Yes ❑ No RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _; Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes [:]No Reason for Risk Management approval/exception/waiver: Risk Management approval needed due to GL carrier being non -admitted. Sheri approved 6/24/16 Approved: Risk Management Date * Subject to the terms of the contract. ADVA-13 OP ID: M4 ACRO CERTIFICATE OF LIABILITY INSURANCE D06109101Y2016 106!0916 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 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 endorsements . PRODUCER Snapp & Associates Insurance Services, Inc. 438 Camino del RID So. #112 San Diego, CA 92108 Daniel E. Beck CONTACT Meagan McNeill PHONE FAX ac No EX1:619-908-3100 ac No : 619-908-3110 EWAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIL# INSURER A: The Ohio Casualty Ins. Co. 24074 INSURED Advanced Telemetry Systems INSURER B: Colony Insurance Co. 39993 43176 Business Park Drive #108 Temecula, CA 92590 INSURERc:Allied Property & Casualty 42579 PREMISES Ea occurrence $ 100,00 B INSURER D: INSURER E NSURER F : 0811912015 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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. IN$R LTR TYPE OF INSURANCE ADOLSUERPOUCY POLICY NUMBER EFF MMIDDIYYYY POLICY EXP MMIDDIYYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 2,000,88 PREMISES Ea occurrence $ 100,00 B X COMMERCIAL GENERAL LIABILITY 103GL000568802 0811912015 0811912016 CLAIMS -MADE OOCCUR MED EXP (Any one person) $ 5,00 PERSONAL &ADV INJURY $ 2,000,00 GENERAL AGGREGATE $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,00 $ X POLICY PRO LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,00 Ea accident BODILY INJURY (Per person) $ C X ANY AUTO ACP7854544070 08/06/2015 08/0612016 BODILY INJURY (Per accitlent) $ ALL OWNED SCHEDULED A TOS PROPERTY DAMAGE $ PER ACCIDENT NON-OWNED HIRED REDACCIDENT) AUTOSAUTOS UMBRELLIJAB AB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCEBS LIAR CLAIMS -MADE DED RETENTIONS $ WORKERS COMPENSATION WC STATU- OTH- ANDEMPLOYERS'LWBILITY YIN ANY PROPRIETORrPARTNER/EXECUTIVEE.L. EACH ACCIDENT $ OFFICER.IMEMBER EXCLUDED? ❑ NIA (Mandatory in NH) E. L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ A Equipment Floater BKS56542170 05130/2016 0513012017 $1000 Ded 50,00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more apace Is required) Re: Programming for pump station in Newport Beach subject to the terms and conditions of the policy. 30* days notice of cancellation, 10* days notice of cancellation in the event of nonpayment of premium. CERTIFICATE HOLDER CANCELLATION CITYNE2 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CI Of IY Newport P Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 100 Civic Center Drive Newport Beach, CA 92660 AUTHORIZED REPRESENTATIVE © 1988.2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD 5 PROFESSIONAL SERVICES AGREEMENT WITH ADVANCED TELEMETRY SYSTEMS INTERNATIONAL, INC. FOR U 16TH STREET PUMP STATION PROGRAMMING THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 20th day of June, 2016 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("Citi'), and ADVANCED TELEMETRY SYSTEMS INTERNATIONAL, INC., a California corporation ("Consultant'), whose address is 43176 Business Park Drive, Suite 108, Temecula, California 92590, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to provide 16th Street Pump Station Supervisory Control and Data Acquisition ("SCADA") Programming ('Project'). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on December 31, 2016, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Twenty Five Thousand Dollars and 00/100 ($25,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar days after receipt of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Advanced Telemetry Systems International, Inc. Page 2 Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Jim Lavine to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Municipal Operations Department. City's Utilities Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work Advanced Telemetry Systems International, Inc. Page 3 conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are Advanced Telemetry Systems International, Inc. Page 4 limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting Advanced Telemetry Systems International, Inc. Page 5 power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Additionally, all material posted in cyberspace by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents, including all logins and password information to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. Advanced Telemetry Systems International, Inc. Page 6 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. Advanced Telemetry Systems International, Inc. Page 7 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Steffen Catron, Utilities Manager Municipal Operations Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Jim LaVine Advanced Telemetry Systems International, Inc. 43176 Business Park Dr., Suite 108 Temecula, CA 92590 Advanced Telemetry Systems International, Inc. Page 8 26. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. PREVAILING WAGES Pursuant to the applicable provisions of the Labor Code of the State of California, not less than the general prevailing rate of per diem wages including legal holidays and overtime Work for each craft or type of workman needed to execute the Work contemplated under the Agreement shall be paid to all workmen employed on the Work to be done according to the Agreement by the Consultant and any subcontractor. In accordance with the California Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the Work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the Agreement. A copy of said determination is available by calling the prevailing wage hotline number (415) 703-4774, and Advanced Telemetry Systems International, Inc. Page 9 requesting one from the Department of Industrial Relations. The Contractor is required to obtain the wage determinations from the Department of Industrial Relations and post at the job site the prevailing rate or per diem wages. It shall be the obligation of the Contractor or any subcontractor under him/her to comply with all State of California labor laws, rules and regulations and the parties agree that the City shall not be liable for any violation thereof. 29. STANDARD PROVISIONS 29.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 29.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 29.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 29.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 29.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 29.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 29.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 29.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. Advanced Telemetry Systems International, Inc. Page 10 29.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 29.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 29.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 29.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Advanced Telemetry Systems International, Inc. Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: By: Aaron C. Harp cht^GS ;nv City Attorney ATTEST: / �i1 /_ Date: f - /1� By: axk &- Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: eorge Murdoc Municipal Operations Director - Utilities CONSULTANT: Advanced Telemetry Systems International, Inc., a California corporation�lr�/ Date: ��(( By: JanafAULaVine Chief Executive Officer Date: By: . Jay Jol• son Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Advanced Telemetry Systems International, Inc. Page 12 EXHIBIT A SCOPE OF SERVICES • Build human machine interface ("HMI") screen for adjustment of set points for: o Pressure control; o Display and adjust pump flows; o Hertz ("Hz") level; o Run the variable frequency drive ("VFD") pumps in optimal range for pump performance; and o On/off Southern California Edison ("SCE") peak demand timer controls for each booster and well site. • Provide City with a test plan of the HMI and programming logic controller ("PLC") program o This plan will define testing procedures o Consultant will then coordinate with City to fully test the station • Provide City in electronic form copy of programing and database, along with all other project related documentation that is defined in the scope of work. 16th Street Pump Control Sequence Level Mode BOOSTER PUMPS REQUIRED: Operated in existing fashion. 1) Pumps required determined on reservoir level 2) Pump "Turn On" and "Turn Off' levels adjustable WELL PUMPS REQUIRED: Operated in existing fashion 1) Wells required determined on reservoir level 2) Wells "Turn On" and "Turn Off' levels adjustable TARGET FLOWS: Speed Controlled Pumps 1&2 1) A "Lead" adjustable target gallons per minute ("GPM") setpoint 2) A "Lag" adjustable target GPM setpoint When the "Lead" and "Lag" are rotated, the new "Lead" targets the "Lead" GPM setpoint, and the new "Lag" targets the "Lag" GPM setpoint. Each pump has individual meters to read flow from. LEAD AND LAG PUMPS: Speed Controlled Pumps 1&2 1) Alternate "Lead" and "Lag" every 100 hours generating a Lead Rotate Flag ("LRF"). 2) When "Lead" and "Lag" are both running and the LRF is flagged, the new "Lead" will then target the "Lead" target GPM setpoint, and the new "Lag" will target the "Lag" target GPM setpoint. Advanced Telemetry Systems International, Inc. Page A-1 3) When the "Lead" is running and the "Lag" is shut off and available and the LRF is flagged, the new "Lead" will start. When it reaches 50% of its output, the old "Lead" will lose its call signal and start to shutdown. Once the old "Lead" reaches 50% of its output, the new "Lead" will then target the "Lead" GPM setpoint while the old "Lead" continues to shutdown and becomes the new "Lag". 4) When the hand, off, auto ("HOA") is in the "Off' position, the pump in "Auto' always assumes the "Lead". The "Off' pump is dropped from the call list. 5) When the "Off' pump returns to "Auto", it then assumes the "Lag" position until the LRF is flagged. If the LRF is already flagged, it will assume the "Lead" and start to turn on following sequence #3. 6) When Speed Controlled pumps are run in "Hand", they ignore the call list. For instance, if 3 boosters are called to run and are running and a 4th is placed in "Hand" to run, 4 pumps will be running when only 3 are called. LAG PUMPS 1-3: Constant Speed pumps 3-5 1) The 3 Constant Speed pumps will alternate (rotate) on shut -down. The most recent pump to lose its call signal will move to the back of the call list. 2) When a Constant Speed pumps HOA is in the "Off' position, it is dropped from the call list. 3) When the "Off' pump returns to "Auto", it is then placed at the back of the call list. 4) When Constant Speed pumps are run in "Hand", they ignore the call list. For instance, if 3 boosters are called to run and are running and a 4th is placed in "Hand" to run, 4 pumps will be running when only 3 are called. TIME OF USE PUMPING PROGRAM: All Booster Pumps and Wells 1) An hour box that controls the "Turn ons" and "Turn-offs" for each well and booster pump setting. 2) Box will dictate when pumps will be turned On and Off. 3) Box is programmable to change the time and also to include an N/A feature which disables the time feature. 4) The time feature is overridden by the level control and vice versa; whichever happens first. Advanced Telemetry Systems International, Inc. Page A-2 16th Street Pump Control Sequence Pressure Mode PRESSURE SETPOINTS: 1) Adjustable target pressure setpoint 2) Adjustable target high range setpoint 3) Adjustable target low range setpoint HERTZ ("Hz") SETPOINT: 1) Adjustable maximum Hertz ("Hz") setpoint for "Lead" pump 2) Adjustable maximum Hz setpoint for "Lag" pump WELL PUMPS REQUIRED: Operated in existing fashion 3) Wells required determined on reservoir level 4) Wells "Turn On" and "Turn Off' levels adjustable BOOSTER PUMPS REQUIRED: All Pumps DEFINITION OF PUMPS: 1) "Lead" and "Lag" pumps are Speed Controlled Pumps 1&2 2) "Lag 1", "Lag 2", and "Lag 3" are Constant Speed Pumps 3-5 SETPOINTS: Speed controlled pumps 1&2 1) "Lead" adjustable shut-off setpoint 2) "Lag" adjustable shut-off setpoint STARTUP: 1) Stage 1: "Lead" starts and targets pressure setpoint by adjusting the drives output. 2) Stage 2: When the "Lead" reaches its maximum Hz output target and can't overcome the low range pressure setpoint for 1 minute, the "Lag" pump is started. When the flow meter on the "Lag" reads a minimum of 500 GPM, the "Leads" output adjusts to 60% of its target Hz. The "Lag" adjusts its drive output to reach and maintain the target pressure setpoint. The "Lead" maintains 60% of its maximum Hz setpoint. 3) Stage 3: If the "Lag" does not reach or falls below the low range pressure setpoint at maximum drive output for 1 minute, the "Lead" adjusts its drive output to 80% of its maximum Hz setpoint. The "Lag" adjusts its drive output to reach and maintain the target pressure setpoint. The "Lead" maintains 80% of its maximum Hz setpoint. 4) Stage 4: If the "Lag" does not reach or falls below the minimum pressure setpoint at maximum drive output for 1 minute, the "Lead" adjusts its drive output to 100% of its maximum Hz setpoint. The "Lag" adjusts its drive output to reach and maintain the target pressure setpoint. The "Lead" maintains 100% of its maximum Hz setpoint. Advanced Telemetry Systems International, Inc. Page A-3 5) Stage 5: If the "Lead" and the "Lag" are at their maximum output and do not meet the low range pressure setpoint, then "Lag 1" starts. The "Lead" stays at its maximum output while the "Lag" adjusts its output to meet the target pressure setpoint. 6) Stage 6: If the "Lead" and the "Lag" are at their maximum output with "Lag V running, and they do not meet the low range pressure setpoint, then "Lag 2" starts. The "Lead" stays at its maximum output while the "Lag" adjusts its output to meet the target pressure setpoint. 7) Stage 7: If the "Lead and the "Lag" are at their maximum output with "Lag 1 & 2" running and they do not meet the low range pressure setpoint, then "Lag 3" starts. The "Lead" stays at its maximum output while the "Lag" adjusts its output to meet the target pressure setpoint. SHUTDOWN: 1) When transitioning down in stages, the "Lag" shutoff setpoint will determine the shutoff will determine the decrease in stages. When the "Lag" exceeds the target high range pressure setpoint while the "Lags' flow drops below the "Lag" adjustable shut-off flow setpoint, the program will sequentially drop down in stages. ROTATION OF PUMPS 1&2: Constant Speed Pumps 1) Alternate "Lead" and "Lag" every 100 hours generating a Lead Rotate Flag ("LRF")) 2) When "Lead" and "Lag" are both running and the LRF is flagged, the new "Lead" will then target the "Lead" current stage setpoint, and the new "Lag" will target the "Lag" current stage setpoint. 3) When the "Lead" is running and the "Lag" is shut off and available and the LRF is called, the "Lag" (new "Lead") will start. When the new "Lead" reaches minimum 500 gallons per minute ("GPM"), the old "Lead" will start its shutoff procedure. When that signal is received, the new "Lead" will start to target the pressure setpoint. "Lead" and "Lag" target shut-off setpoints are then rotated. 4) When the HOA is in the "Off' position, the pump in "Auto" always assumes the "Lag". Stage 1 of the program is then dropped. The "Off' pump is dropped from the call list. 5) When the "Off' pump returns to "Auto", it then assumes the "Lead" position until the LRF is flagged. Stage 1 only comes back up when the system transitions from 2-1, or the LRF is flagged. ROTATION OF PUMPS 3-5: Constant Speed Pumps 1) The 3 Constant Speed pumps will alternate (rotate) on shut -down. The most recent pump to lose its call signal will move to the back of the call list. Advanced Telemetry Systems International, Inc. Page A-4 EXHIBIT B SCHEDULE OF BILLING RATES Advanced Telemetry Systems International, Inc. Page B-1 A TSI Advanced Telemetry Systems International, Inc. ATSI 2016 Fee Schedule This document describes the basis for compensation and terms of payment for 2016. All rates presented apply to services rendered after January 1, 2016. Rates are subject to change on an annual basis. Hourly Rates: Charges for services provided will be in accordance with the following schedule: Systems Integrator $215.00/Hr. Emergency (After Hours) $325.00/Hr. Administrative $100.00/Hr. In addition to these fees, customers are also responsible for any sales or value-added taxes that apply to materials purchased by ATSI on behalf of the customer, and for any sales or valued - added taxes that may apply to integration services performed. Other Direct Costs: Expenses incurred from outside vendors, required bonds or requested subrogated insurance certificates will be invoiced at cost plus 10% to cover administrative expenses. Additional charges include shipping charges, printing, supplies, equipment rental, special insurance, licenses, permits, or subcontractors. Travel/Per Diem • Transportation: A flat rate charge is assed for each trip required to perform work. • Less than 50 miles $100.00 • Greater than 50 miles $225.00 • Additional travel charges may include: • Per Diem $275.00 / day • Travel charges i.e. flight, car rental etc. are market price plus 10% incidental expenses Payment: All invoices are due and payable within 30 days of City's receipt of invoice Large material costs normally associated with projects have separate funding procedures. Material purchased on a time and material basis that exceeds $10,000.00 require a 30% down payment. Invoices for negotiated contracts, blanket purchase orders, and service agreements are due within the normal payment cycle of the customer, but shall not exceed 30 days without prior approval. 43176 Business Park Drive, Suite 108, Temecula, CA 92050 Phone: 760.738.6804 1 web: www.atsionline.com I CA License 619000 ATSI= Advanced Telemetry Systems International, Inc. 43176 Business Park Dr. Suite 108 Temecula, CA 92950 NAME/ADDRESS City of Newport Beach Municipal Operation ATTN: ACCOUNTS PAYABLE 949 West 16th Street Newport Beach. CA 92663 QUOTATION DATE QUOTE # 4/1/16 870 PROJECT City of Newport Beach Municipal Operation ATTN: Steffen Carron 949 West 16th Street Newport Beach, CA 92663 P.O. NO. TERMS PROJECT Net 30 PSA - 16th Street ITEM REFERENCE DESCRIPTION TOTAL FL -ENG SECTION 2 Design Support 2,150.00 FL -MGT SECTION 2.1 Project Management Develop Projoct Schedule 1,290.00 FL -ENG SECTION 2.2 Field Engineering: Modify existing code and incorporate sequence 2,580.00 strategy for Flow & Pressure FL -ENG SECTION 2.3 Project Documentation: Tag List 430.00 FL -ENG SECTION 2.3 Field Engineering: Modify Wonderware HMI 1,720.00 FL -ENG SECTION 2.4 Project Documentation: Test Plan 645.00 FL -TEST SECTION 2.4 Field Testing 1,720.00 FL-F.NG SECTION 2.5 Project Documentation: Completion of Work (Closeout) 430.00 Orange Co. Sales Tax 0.00 Phone # Fax # E-mail TOTAL s10,v65.00 760.138.6804 760.704-0101 jim;�atsionline.com EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Advanced Telemetry Systems International, Inc. Page C-1 Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self- insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Advanced Telemetry Systems International, Inc. Page C-2 B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. 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. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. F. City Remedies for Non -Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. G. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own Advanced Telemetry Systems International, Inc. Page C-3 judgment may be necessary for its proper protection and prosecution of the Work. Advanced Telemetry Systems International, Inc. Page C-4 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 6/23/16 Date Completed: 6/24/16 Sent to Company/Person required to have certificate: Type of contract: Dept./Contact Received From: Joan Joan M Advanced Telemetry Systems Alicia I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 8/19/15-8/19/16 A. INSURANCE COMPANY: Colony Insurance Co. B. AM BEST RATING (A- : VII or greater): A: XIII C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? ❑ Yes ® No D. LIMITS (Must be $1 M or greater): What is limit provided? 2M/2M E. ADDITIONAL INSURED ENDORSEMENT— please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does N/A F. not apply to Waste Haulers or Recreation) ® Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND ® N/A ❑ Yes ❑ No G. COMPLETED OPERATIONS ENDORSEMENT (completed ❑ N/A ❑ Yes ® No H. Operations status does not apply to Waste Haulers) ® Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? ® Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? ® Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence' wording? ❑ Yes ® No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): ® N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No II. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 8/6/15-8/6/16 A. INSURANCE COMPANY: Allied Property & Casualty Ins. Co. B. AM BEST RATING (A-: VII or greater) A+: XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? 1M E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) N/A F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste Haulers only): ® N/A ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ❑ Yes ® No H. NOTICE OF CANCELLATION: 0 N/A ® Yes ❑ No III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 2/4/16-2/4/17 A. INSURANCE COMPANY: Federal Insurance Company B. AM BEST RATING (A-: VII or greater): A++: XV C. ADMITTED Company (Must be California Admitted): ® Yes [-]No D. WORKERS' COMPENSATION LIMIT: Statutory ® Yes ❑ No E. EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater) 1M F. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY V POLLUTION LIABILITY V BUILDERS RISK ®N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No HAVE ALL ABOVE REQUIREMENTS BEEN MET? ® Yes ❑ No IF NO, WHICH ITEMS NEED TO BE COMPLETED? Approved: ( I 6/24/16 Agent of Alliant Insurance Services Date Broker of record for the City of Newport Beach RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _; Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Risk Management approval needed due to GL carrier being non -admitted. Sheri approved 6/24/16 Approved: Risk Management " Subject to the terms of the contract. Date ADVA-13 OP ID: M4 A��Ro CERTIFICATE OF LIABILITY INSURANCE COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD DATE 912 01 6Y) 0 610 912 01 6 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 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 Snapp 8, Associates Insurance Services, Inc. CONTACT Meagan McNeill PHONE FAX E,619.908-3100 uC Ne: 619-908.3110 arc No , 438 Camino del Rio So. #112 San Diego, CA 92108 E-MAIL ADDRESS: Daniel E. Beck INSURERS AFFORDING COVERAGE NAIC0 INSURERA:The Ohio Casualty Ins. Co. 24074 INSURED Advanced Telemetry Systems INSURERS: Colony Insurance Co. 39993 43176 Business Park Drive #108 Temecula, CA 92590 INSURERC:AIIied Property& Casualty 42579 INSURER D INSURER E; 0611912016 INSURER F: CLAIMS -MADE FXIOCCUR COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 LTR TYPE OF INSURANCE ADD POLICY NUMBER POLICY EFF M1.LIIO/YVYY POLICY E%P MMIDDIYYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE S 2,000,00 PREMISES Ea occurrenceS 100,00 B X COMMERCIAL GENERAL LIABILITY 103GL000568802 0811912015 0611912016 CLAIMS -MADE FXIOCCUR MED EXP (Any one person) $ 5,00 PERSONAL S ADV INJURY $ 2,000,00 GENERAL AGGREGATE $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMWOP AGG $ 2,000,00 X POLICY F7 PRO- LOC JFCT F-1 $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,00 Es accident 4 BODILY INJURY(Perperson) S C X ANY AUTO ACP7854544070 0810612015 0810612016 ALL OWNEDSCHEDULED AUTOS AUTOS BODILY INJURY(Pef awden) S PROPERTY DAMAGE S PER ACCIDENT) HIRED AUTOS NON -OWNED AUTOS S UMBRELLA LIAR OCCUR EACH OCCURRENCE S AGGREGATE S EXCESS UAB CLAIMS -MADE DED RETENT I $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE WC STATU- OTf4 T FIR E.L. EACH ACCIDENT $ OFFICERWEMBER EXCLUDED? ❑ NIA (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes tlescribe untler DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Equipment Floater BKS56642170 05130/2016 05130/2017 $1000 Ded 50,00 DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) Re: Programming for pump station in Newport Beach subject to the terms and conditions of the policy. 30> days notice of cancellation, 10• days notice of cancellation in the event of nonpayment of premium. CERTIFICATE HOLDER CANCELLATION CITYNE2 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Newport Beach THE ACCORDANCE IWITHDTH POLICYPROVISIONATE THEREOF, ISE WILL BE DELIVERED IN 100 Civic Center Drive Newport Beach, CA 92660 AUTHORIZED REPRESENTATIVE ACORD 26 (2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organization(s) (Additional Insured): Location(s) of Covered Operations: All persons or organizations as required by written As designated in written contract with the Named contract with the Named Insured Insured A. SECTION II — WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury' caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability "Bodily injury" or "property damage" for which the additional insured(s) are obligated to pay damages by reason of the assumption of liability in a contract or agreement. Finished Operations at Work "Bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or U156P-0310 Includes copyrighted material of ISO Properties, Inc., Page 1 of 2 with its permission. 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization. Negligence of Additional Insured "Bodily injury" or "property damage" arising directly or indirectly out of the negligence of the additional insured(s). C. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, 4. Other Insurance is amended and the following added: The insurance afforded by this Coverage Part for the additional insured shown in the Schedule is primary insurance and we will not seek contribution from any other insurance available to that additional insured. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. U156P-0310 Includes copyrighted material of ISO Properties, Inc., Page 2 of 2 with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to Paragraph 8. Transfer Of Rights Of RecoveryAgainst Others To Us of Section IV — Conditions: We waive any rights of recoverywe may have against any person or organization because of payments we make for injury or damage resulting from your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard" if: a. you agreed to such waiver, b. the waiver is included as part of a written contract or lease; and c. such written contract or lease was executed prior to any loss to which this insurance applies. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. U047-0310 Includes copyrighted material of ISO Properties, Inc., Page 1 of 1 with its permission.