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21-0618_SANTA MARGARTIA WATER DISTRICT_Inter-Agency AgreementSANTA MARGARITA WATER DISTRICT AND CITY OF SAN JUAN CAPISTRANO INTER-AGENCY AGREEMENT FOR SCADA SYSTEM BUILD This Inter-Agency Agreement ______ for SCADA System Build Services ("Agreement") is entered into to be effective this ____ day of ___________ 20___ by and between the City of San Juan Capistrano ("City") and the Santa Margarita Water District ("District"). The City and the District are sometimes referred to herein as the "Parties". RECITALS A. The City owns and operates a water production and distribution system (“City Water System”) to serve the residents of the City of San Juan Capistrano. The District is a California Water District organized under Division 12 (commencing with Section 30000) of the California Water Code. The District operates a water system throughout Mission Viejo, Rancho Santa Margarita, and the communities of Coto de Caza, Las Flores, Ladera Ranch, Villages of Sendero and Esencia, and Talega in San Clemente. B. The City desires to contract with District to upgrade its Supervisory Control and Data Acquisition (SCADA) system, which provides for monitoring and control of the various facilities that make up the City’s Water System, including the Ground Water Recovery Plant (GWRP). C. The District is willing to provide the SCADA system upgrade services (“Services”) required by the City pursuant to the terms and conditions of this Agreement. TERMS AND CONDITIONS NOW THEREFORE, in consideration of the mutual promises contained in this Agreement, the Parties agree as follows: 1.Services. The District will provide the City with the Services as more fully described in the Scope of Work attached hereto as "Exhibit A" and incorporated herein by this reference. 2. Subcontractors. At its discretion, and with prior written approval from the City, the District may utilize third-party subcontractors to perform services pursuant to this Agreement. District shall ensure that its subcontractors comply with all applicable laws, including applicable prevailing wage laws. 3.Compensation and Reimbursement. The total not-to-exceed amount payable to the District under this Agreement is four hundred forty-five thousand dollars ($445,000). Subject to the limitations set forth in this Agreement, the City shall compensate the District for services performed under this Agreement in accordance with the District fee schedule set forth in “Exhibit B”. The City shall also reimburse the District for the actual costs of any approved third-party subcontractors the District utilizes to perform Services under this Agreement. 21JUNE18th -2- 4.Invoices. District shall address billing statements to Assistant Utilities Director, City of San Juan Capistrano, 32400 Paseo Adelanto, San Juan Capistrano, CA 92675. The District’s billing statements shall include an itemization of the hours and services rendered by each employee, the applicable hourly rates, and the costs of any materials provided. The City shall make payment for all undisputed amounts invoiced within thirty (30) days of receipt of the invoice. 5.Term. Unless terminated earlier pursuant to the terms of this Agreement, the term of this Agreement shall be for a period of seven (7) months from the effective date of this Agreement as first set forth above. The term may be extended by mutual written agreement of the Parties. 6.Standard of Care. The District will perform the Services under this Agreement in a manner consistent with the level of care and skill ordinarily exercised by other members of the District's profession currently practicing in the same locality under similar conditions. 7.Status of the District as an Independent Contractor. It is understood and agreed that the District is, and shall be, acting at all times as an independent contractor herein, and not as an employee of the City. 8.Control of City Water System. The City agrees that the City is now, and shall remain, in control of the City Water System for all purposes at all times. Except as required by law, the District is not required to report to any federal, state, county, or local public agencies having jurisdiction over the subject matter, any conditions existing at the City Water System at any time that may present a potential danger to public health, safety, or the environment. 9.Performance of Work. All work done under this Agreement shall conform to applicable construction codes and safety procedures relating to such work and shall be done in a good and workmanlike manner. 10. Indemnification. Each Party shall indemnify, defend and hold the other Party, its officials, officers, employees, agents, consultants and contractors free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or in equity, to property or persons, including wrongful death, in any manner arising out of or incident to any negligent acts or omissions or willful misconduct of the indemnifying Party, its officials, officers, employees, agents, consultants or contractors in the performance of the indemnifying Party’s obligations under this Agreement, including the payment of all reasonable attorneys’ fees. 11. Insurance. The District agrees to deliver evidence of self-insured coverage providing general liability insurance, coverage of bodily injury liability and property damage liability, naming the City, its officers, employees and agents as additional insureds in the amounts of $1 million per occurrence and $2 million general aggregate. Coverage shall be evidenced by a certificate of insurance in a form satisfactory to the City that shall be delivered to the City. -3- 12. Limitation of Liability: With the exception of either Party’s gross negligence or willful or reckless misconduct, neither City nor District shall be liable to the other or shall make any claim for any incidental, indirect or consequential damages arising out of or connected to this Agreement or the performance of the services hereunder. This mutual waiver includes, but is not limited to, damages related to loss of use, loss of profits, loss of income, diminution of property value or loss of reimbursement or credits from governmental or other agencies. 13. Written Notices. All notices permitted or required under this Agreement shall be given to the respective Parties at the following address, or at such other address as the respective Parties may provide in writing for this purpose: CITY: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Utilities Director DISTRICT: Santa Margarita Water District 26111 Antonio Parkway Rancho Santa Margarita, CA 92688 Attention: Dan Ferons, General Manager Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 14. Unavoidable Delays and Defaults: Either Party to this Agreement will be excused for any delays or defaults by that party in the performance of this Agreement that are unavoidably caused by any of the following: an act of the other Party; an act of any agent of the other Party; an act of any governmental authority; an act of any public enemy; an act of God; the elements; war; war defense conditions; riots; litigation; strikes; walkouts; or any other causes beyond that Party's control. 15. Termination. Each Party has the right, at any time, in its sole discretion and with or without cause, by notice to the other Party, to cancel or suspend this Agreement and terminate any obligations hereunder, other than payments for Services satisfactorily rendered prior to the effective date of termination. This right to terminate shall be in addition to, and not in lieu of, any other rights and remedies which either party may have at law or in equity. However, each Party, shall provide the other Party with thirty (30) days’ written notice of such termination. 16. Successor. In the event the City contracts with a successor agency to operate the City’s Water System, this Agreement shall automatically terminate as of the date of the successor contract. 17. Applicable Law. The validity, performance and construction of this Agreement shall be governed by the laws of the State of California. Venue shall be in a court of competent jurisdiction located in Orange County, California. -4- 18. Amendments. Any and all amendments or modifications to this Agreement shall be in writing and signed by the Parties to this Agreement. 19. Severability. If any provision of this Agreement shall be adjudged invalid by any court, the remaining provisions of this Agreement shall remain valid and enforced to the fullest extent permitted by law. 20. Agreement Negotiated. The text of this Agreement is the product of negotiation among the Parties, each of whom had the opportunity to have it reviewed by counsel of their choice and is not to be construed as having been prepared by one Party or the other. 21. Counterparts. The Parties hereto recognize and agree that separate counterpart signature pages may be used to execute this Agreement, but that all such pages constitute one and the same Agreement. 22. Assignment. Neither party may assign or transfer its respective rights or obligations under this Agreement without the express written consent of the other party. Any purported assignment or transfer by one party without the express written consent of the other party shall be null and void and of no force or effect. 23. Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of either party shall be deemed to waive or render unnecessary such party’s consent to or approval of any subsequent act of the other party. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 24. Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, shall survive any such expiration or termination. 25. No Third Party Beneficiaries. This Agreement is intended solely for the benefit of the Parties hereto, and no third party will have any right or interest in any provision of this Agreement or as a result of any action or inaction of any party in connection therewith. 26. Entire Agreement. This Agreement constitutes the entire agreement between the Parties hereto with respect to any matter mentioned herein. No prior agreement or understanding with respect to any such matter shall be effective. This Agreement may be modified in writing only when executed by both Parties. IN WITNESS WHEREOF, this Agreement has been executed in the name of the District and City, by their respective officers thereunto duly authorized, as of the date and year first above written. -5- "DISTRICT" SANTA MARGARITA WATER DISTRICT Dan Ferons, General Manager "CITY" CITY OF SAN JUAN CAPISTRANO Benjamin Siegel, City Manager Approved as to form: Kevin Wang, City Attorney -6- EXHIBIT A SCOPE OF WORK FOR SCADA SYSTEM BUILD SERVICES 1.DISTRICT shall provide SCADA System build services (Services) in accordance with “Exhibit A” attached hereto. 2.DISTRICT shall provide personnel and equipment on a time and materials basis and in the amount not to exceed $444,581 as set forth in “Exhibit B” attached hereto. September 25, 2019 Mr. Steve May Public Works and Utilities Director City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 RE: Proposal for the SCADA System Build Project for the City of San Juan Capistrano Mr. May, The Santa Margarita Water District (District) appreciates the opportunity to provide the following proposal to rebuild the City of San Juan Capistrano’s (City) SCADA System. This proposal is based on the following:  Conversations with various members of the City’s staff  Review of the various sites  Work that the District has already completed on the City’s system  District’s SCADA system which it is anticipated that the City’s will be incorporated into following the acceptance of the annexation process  District personnel’s knowledge and expertise in the design, development and maintenance of SCADA systems The following is a description of the various tasks that are necessary to complete the rebuild of the City’s SCADA system. With the exception of Task 6, the work is proposed to be completed in the same manner as is numerically presented below. Task 1 - On-Site Investigation of Existing Network and System Configuration The previous work on the system performed by the District has been limited to the purpose of identifying known issues for the purposes of “spot” correcting the problems. a. Scan Network - The work will include performing a complete scan of the City’s SCADA network to allow for the full documentation of the existing network structure and to identify the IP and Gateway addresses in use. b. Evaluate Hach WIMMS configuration - The current configuration will be documented and evaluated so reports are retained and transferred to the new SCADA system configuration. Improvements to application use will be made where applicable. c. Tag Identification - The actual tag count of the existing system will be verified. Unused or redundant tags will be marked for deletion. d. Evaluate Firewall Configuration - Existing configuration will be evaluated, and corrections will be made to fix immediate reporting problems. This task will require cooperation of the City’s current consultant to gain access to existing Meraki firewall. Exhibit A Page 1 of 3 City of San Juan Capistrano SCADA Upgrades Page 2    Task 2 - Hardware/Software Procurement   It is recommended that the District identify and purchase the necessary hardware and software. The District has established long term trusted relationships with hardware and software vendors who understand the District’s strict requirements and with whom we have established discounts. The licenses and warranties will be transferred to the City after the system is tested and installed unless this work is completed after the annexation has been completed. Task 3 - Development System Setup (SMWD Sandbox) It is proposed that the development of the new system be done at the District’s SCADA division located within the District’s administration building. By performing this work within the District’s SCADA work area, all the team members will have access to the equipment over the District’s network. This will increase the efficiency of the development work. This includes the following equipment: a. Rack b. Servers c. ControlLogix PLC d. Specialty modules All the software and licenses will be loaded into the servers to complete the development system.   Task 4 - Hardware Installation (San Juan Capistrano)   Once all servers and software described in Task 3 have been verified, the rack with Firewall, ControlLogix and specialty modules will be moved to the Ground Water Treatment Plant and installed. Space will have to be provided by the City for the new rack to be placed next to the existing computer rack located in the electrical room. Task 5 - SCADA System Development This task provides the necessary effort to develop the new SCADA software. The work proposed to be performed under this task is as follows: a. Utilizing the clean tag base from Task 1.c above, a master framework will be created for all team members to use for creation of the ControlLogix Tag database for the system. This approach will allow multiple team members to work on the project simultaneously. b. Configure the Win911 Mobile Application for all tags including the Ground Water Treatment Plant. c. Test Win911 alarms for each site from alarm banner to push notification to mobile devices. Testing of the alarms will be performed on-site. d. Validate writes from site to site through the Prosoft module. Communication will be disabled from the existing data concentrator during this test. e. Individual site screen development. Exhibit A Page 2 of 3 City of San Juan Capistrano SCADA Upgrades Page 3    Task 6 - Ground Water Treatment Plant The following is the work that can be done somewhat independently of the other tasks. a. A predevelopment meeting will be held to discuss existing operational problems with the treatment plant existing SCADA design so these problems can be addressed in the new SCADA system design. b. Review control code in existing treatment plant PLC. c. Treatment plant screen development. d. Hach WIMMS Data Log implementation and testing. Task 7 - SCADA System Commissioning and Acceptance This task will provide the necessary testing of the system to confirm the various components individually and collectively perform properly in the field. Work required to bring the system into full operational mode is included as part of this task. Additional work is anticipated to be required to rehabilitate/replace the PLC’s at each of the remote sites as a second phase to this upgrade project. This work will be completed after the SCADA system improvements outlined in this proposal are completed. This work isn’t necessary to provide the City a fully operational system following the completion of this Phase I work but will enhance and increase the robustness of the City’s SCADA system when implemented. We estimate the project duration to be six months considering our current and scheduled fiscal workload. We propose to perform the work on a time and materials basis with a not to exceed without written authorization for the amount provided in the attached anticipated fee schedule. The project will be fully integrated into the SCADA Division work schedule and work will be performed daily unless unforeseen emergences arise that divert our resources from normal scheduling. We look forward to working on this project with the City’s team. If you have any questions or comments, please feel free to contact me at (949) 459-6602 or at donb@smwd.com. Sincerely, Santa Margarita Water District Don Bunts Deputy General Manager   Exhibit A Page 3 of 3 -7- EXHIBIT B SCADA SYSTEM BUILD FEE SCHEDULE City of San Juan CapistranoSCADA Rehabilitation ProjectProject ManagerProject Engineer AdminHrs Cost Hrs Cost Hrs Cost Hrs Cost Hrs CostDirect Costs Total CostTask110$ 80$ 70$ 40$ 1 On-Site Investigation of Exist Network & Syst Config20 2,200$ 80 6,400$ 40 2,800$ - -$ 140 11,400$ 500$ 21,120$ 2 Hardware/Software Procurement35 3,850$ 5 400$ - -$ 20 800$ 60 5,050$ 124,576$ 130,861$ 3 Development System Setup40 4,400$ 81 6,480$ 40 2,800$ - -$ 161 13,680$ -$ 23,000$ 4 Hardware Installation10 1,100$ 161 12,880$ 30 2,100$ - -$ 201 16,080$ 700$ 31,770$ 5SCADA System Development20 2,200$ 676 54,080$ 600 42,000$ - -$ 1,296 98,280$ -$ 194,380$ 6Ground Water Treatment Plant10 1,100$ 120 9,600$ 40 2,800$ - -$ 170 13,500$ 600$ 26,510$ 7SCADA System Commissioning & Acceptance40 4,400$ 40 3,200$ 40 2,800$ - -$ 120 10,400$ 500$ 16,940$ 175 19,250$ 1,163 93,040$ 790 55,300$ 20 800$ 2,148 168,390$ 126,876$ 444,581$ Senior EngineerTotal District Labor9/25/2019Page 1 Copy of Copy of SCADA Proposal v5Exhibit B Page 1 of 1