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'4J /0 @) CITY OF BULLHEAD CITY COUNCIL COMMUNICATION MEETING DATE: October 19,2021 ' SUBJECT: Supervisory Control and Data Acquisition (SCADA) Master Plan Services DEPT OF ORIGIN: Utilities DATE SUBMITTED: October 12, 2021 SUBMITTED BY: Mark R. Clark, Utilities Director SuMMARY: The wastewater and water systems are operated with the use of Supervisory Control and Data Acquisition (SCADA) system. This system is the brains of the automated control of the City's wastewater collection system, wastewater treatment facilities, water production facilities, water storage facilities and water distribution system. This computer-based system controls the City's water reclamation plants, lift stations, wells, storage tanks and booster pumps. It is comprised of a main computer system with specialized software, a communications system, controllers, and a myriad of sensors. Wastewater and water operations both need new communication systems as the existing ones are obsolete. During the budget meetings earlier this year, City council approved the replacement of the wastewater communications system. As it turns out, the water operations the city is now operating are using the same obsolete communications system. The Utility Department was beginning to upgrade the SCADA system for wastewater and with the addition of the water operations it is imperative that we coordinate the two SCADA systems. We need to standardize on componentry, determine what communication system works best for our situation, determine what software best serves our needs, find what controllers work best for our operations, and the best way to integrate all the above. Staff believes that the best way to answer all the questions regarding the upgrade of the SCADA system is to bring in experts to help us develop the master plan for the new SCADA system. There are so many new options for the various components available, we want to make sure we are making the best educated choices. f FISCAL IMPACT: REVIEWED BY: vr .fl. V-t-t()L___ Initial Project Costs: $200,000 Fjhance Department Future Ongoing Costs: Maintenance in accordance with authorized budget Physical Impact (on people/space): N/A Residual or Support/Overhead/Fringe Costs: N/ A ATTACHMENTS: Agreement for Supervisory Control and Data Acquisition Services Bullhead City Utilities LEGAL REVIEW: APPROVED AS ro I(£0M ( (/City tfney " BHC-16 (10/2001) Revised (06/13/06) \\Bhc5\d2$\admnatty\ADMNA TTY WORKING OOCUMENTS\CC.SouthwestAutomation.SCADA.101121 .docx

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Page 1: 4J CITY OF BULLHEAD CITY

'4J /0 @) CITY OF BULLHEAD CITY

COUNCIL COMMUNICATION MEETING DATE: October 19,2021

' SUBJECT: Supervisory Control and Data Acquisition (SCADA) Master Plan Services

DEPT OF ORIGIN: Utilities

DATE SUBMITTED: October 12, 2021

SUBMITTED BY: Mark R. Clark, Utilities Director

SuMMARY: The wastewater and water systems are operated with the use of a· Supervisory Control and Data Acquisition (SCADA) system. This system is the brains of the automated control of the City's wastewater collection system, wastewater treatment facilities, water production facilities, water storage facilities and water distribution system. This computer-based system controls the City's water reclamation plants, lift stations, wells, storage tanks and booster pumps. It is comprised of a main computer system with specialized software, a communications system, controllers, and a myriad of sensors.

Wastewater and water operations both need new communication systems as the existing ones are obsolete. During the budget meetings earlier this year, City council approved the replacement of the wastewater communications system. As it turns out, the water operations the city is now operating are using the same obsolete communications system.

The Utility Department was beginning to upgrade the SCAD A system for wastewater and with the addition of the water operations it is imperative that we coordinate the two SCADA systems. We need to standardize on componentry, determine what communication system works best for our situation, determine what software best serves our needs, find what controllers work best for our operations, and the best way to integrate all the above.

Staff believes that the best way to answer all the questions regarding the upgrade of the SCAD A system is to bring in experts to help us develop the master plan for the new SCADA system. There are so many new options for the various components available, we want to make sure we are making the best educated choices.

~ f

FISCAL IMPACT: REVIEWED BY: vr .fl. V-t-t()L___

Initial Project Costs: $200,000 Fjhance Department

Future Ongoing Costs: Maintenance in accordance with authorized budget Physical Impact (on people/space): N/A Residual or Support/Overhead/Fringe Costs: N/ A

ATTACHMENTS: Agreement for Supervisory Control and Data Acquisition Services Bullhead City Utilities

LEGAL REVIEW:

APPROVED AS ro Fo~-.,"'~ I(£0M ( (/City tfney

" BHC-16 (10/2001) Revised (06/13/06)

\\Bhc5\d2$\admnatty\ADMNA TTY WORKING OOCUMENTS\CC.SouthwestAutomation.SCADA.101121 .docx

Page 2: 4J CITY OF BULLHEAD CITY

@) CITY OF BULLHEAD CITY

COUNCIL COMMUNICATION MEETING DATE: October 19,2021

SUBJECT: Supervisory Control and Data Acquisition (SCAD A) Master Plan Services

DEPT OF ORlGIN: Utilities

DATE SUBMITTED: October 12, 2021

SUBMITTED BY: Mark R. Clark, Utilities Director

RECOMMENDATION:

Motion to approve the attached "SUPERVISORY CONTROL AND DATA ACQUISITION SERVICES

BULLHEAD CITY UTILITIES" in the amount of $200,000, contingent upon stated circumstances; and authorize the City Manager to execute the agreement and issue resultant payments.

APPROVED FOR SUBMITTAL BY: CITY CLERK'S USE ONLY COUNCIL ACTION TAKEN

'n[t~ /l,{O-,,z__ (Ir /wzc Resolution No. Continued To:

{ ~'(;'";' Ordinance No. Referred To:

Approved Denied f<.n., '\ \ C/'ity Manager Other FileNo.

BHC-16 (1012001) Revised (06113/06) \\Bhc5\d2$\admnatty\A.DMNA TTY WORKING DOCUMENTS\CC.SouthwestAutomation.SCADA.1 01121 .docx

Page 3: 4J CITY OF BULLHEAD CITY

AGREEMENT FOR SUPERVISORY CONTROL AND DATA ACQUISITION SERVICES

BULLHEAD CITY UTILITIES

PO# ___ _

This Agreement for Supervisory Control and Data Acquisition Services Bullhead City Utilities ("Agreement") is entered into and effective between CITY OF BULLHEAD CITY, an Arizona municipal corporation ("City"), and Southwest Automation Services, LLC, an Arizona limited liability company ("Consultant"), as of the 19th day of October, 2021.

RECITALS

A. City intends to undertake a project for the benefit of the public and with public funds that is more fully set forth in Exhibit A (the "Project"); and

B. City desires to retain the services of Consultant to perform all professional services ("Services") and produce the specific work as set forth in the attached Project; and

C. Consultant provides the same types of Services for other public agencies in Arizona under the same rates and charges; and

D. City and Consultant desire to memorialize their agreement with this document.

AGREEMENT

In consideration of the Recitals, which are confirmed as true and correct and incorporated by this reference, the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, City and Consultant agree as follows:

1. Key Personnel; Sub-consultants.

1.1 Professional Services. Consultant will provide all Services necessary to assure the Project is completed timely and efficiently consistent within Project requirements, including, but not limited to, working in close interaction and interfacing with City and its designated employees, and working closely with others, including other consultants or contractors, retained by City.

1.2 Project Team.

(A) Project Manager.

(I) Consultant will designate an employee as Project Manager with sufficient training, knowledge, and experience to, in the City's option, complete the project and handle all aspects of the Project such that the work produced by Consultant is consistent with applicable standards as detailed in this Agreement; and

(2) The City must approve the designated Project Manager.

(B) Project Team.

(I) The Project manager and all other employees assigned to the project by Consultant will comprise the 11Project Team. II

(2) Project Manager will have responsibility for and will supervise all other employees assigned to the project by Consultant.

(C) Discharge, Reassign, Replacement.

Contract Amount: $35,000 or more.

Page 4: 4J CITY OF BULLHEAD CITY

(I) Consultant acknowledges the Project Team is comprised of the same persons and roles for each as may have been identified in Exhibit A.

(2) Consultant will not discharge, reassign or replace or diminish the responsibilities of any of the employees assigned to the Project who have been approved by City without City's prior written consent unless that person leaves the employment of Consultant, in which event the substitute must frrst be approved in writing by City.

(3) Consultant will change any ofthe members of the Project Team at the City's request if an employee's performance does not equal or exceed the level of competence that the City may reasonably expect of a person performing those duties or if the acts or omissions of that person are detrimental to the development of the Project.

(D) Sub-consultants.

(I) Consultant may engage specific technical contractor (each a "Sub-consultant") to furnish certain service functions.

(2) Consultant will remain fully responsible for Sub-consultant's services.

(3) Sub-consultants must be approved by the City.

(4) Consultant shall certify by letter that contracts with Sub-consultants have been executed incorporating requirements and standards as set forth in this Agreement.

2. Schedule. The Services will be undertaken in a manner that ensures the Project is completed by May 31, 2022, and efficiently in accordance with the Project.

3. Consultant's Work.

3.1 Standard. Consultant must perform Services in accordance with the standards of due diligence, care, and quality prevailing among consultants having substantial experience with the successful furnishing of Services for projects that are equivalent in size, scope, quality, and other criteria under the Project and identified in this Agreement.

3.2 Licensing. Consultant warrants that:

(A) Consultant and Sub-consultants will hold all appropriate and required licenses, registrations and other approvals necessary for the lawful furnishing of Services ("Approvals"); and

(B) Neither Consultant nor any Sub-consultant has been debarred or otherwise legally excluded from contracting with any federal, state, or local goverrunental entity ("Debarment").

(I) City is under no obligation to ascertain or confrrm the existence or issuance of any Approvals or Debarments or to examine Consultant's contracting ability.

(2) Consultant must notify City immediately of any Approvals or Debarment changes during the Agreement's duration and the failure of the Consultant to notify City as required will constitute a material default under the Agreement.

3.3 Compliance. Services will be furnished in compliance with applicable federal, state, county and local statutes, rules, regulations, ordinances, building codes, life safety codes, and other standards and criteria designated by City.

Contract Amount: $35,000 or more.

Page 5: 4J CITY OF BULLHEAD CITY

3.4 Coordination; Interaction.

(A) For projects that the City believes requires the coordination of various professional services, Consultant will work in close consultation with City to proactively interact with any other professionals retained by City on the Project ("Coordinating Project Professionals").

(B) Subject to any limitations expressly stated under Section 4, Compensation for the Project, Consultant will meet to review the Project, Schedule and in-progress work with Coordinating Project Professionals and City as often and for durations as City reasonably considers necessary in order to ensure the timely work delivery and Project completion.

(C) For projects not involving Coordinating Project Professionals, Consultant will proactively interact with any other consultants or contractors when directed by City to obtain or disseminate timely information for the proper execution of the Project.

3.5 Work Product.

(A) Ownership. Upon receipt of payment for Services furnished, Consultant grants to City, and will cause its Sub-consultants to grant to the City, the exclusive ownership of and all copyrights, if any, to evaluations, reports, drawings, specifications, project manuals, surveys, estimates, reviews, minutes, all "architectural work" as defmed in the United States Copyright Act, 17 U.S.C § 101, et. seq., and other intellectual work product as may be applicable ("Work Product").

(1) This grant is effective whether the Work Product is on paper (e.g., a "hard copy"), in electronic format, or in some other form.

(2) Consultant warrants, that all of its Work Product is original work and agrees to indemnify, hold harmless and defend City for, from and against any claim that any Work Product infringes on third-party proprietary interests.

(B) Delivery. Consultant will deliver to City copies of the preliminary and completed Work Product promptly as they are prepared.

(C) Citv Use.

(1) City may reuse the Work Product at its sole discretion.

(2) In the event the Work Product is used for another project without further consultations with Consultant, the City agrees to indemnify and hold Consultant harmless from any claim arising out of the Work Product.

(3) In such case, City shall also remove any seal and title block from the Work Product.

4. Compensation for the Project.

4.1 Compensation. Consultant's compensation for the Project, including those furnished by its Sub­consultants will not exceed $200,000, as specifically conditioned and detailed in Exhibit B and incorporated herein ("Compensation").

4.2 Change in Scope of Project. The Compensation may be equitably adjusted if the originally contemplated scope of Services as outlined in the Project is significantly modified.

(A) Adjustments to Compensation require a written amendment to this Agreement and may require City Council approval.

(B) Additional services which are outside the scope of the Project contained in this Agreement may not be performed by the Consultant without prior written authorization from the City.

Contract Amount: $35,000 or more.

Page 6: 4J CITY OF BULLHEAD CITY

5. Billings and Payment.

5.1 Applications.

(A) Consultant will submit monthly invoices (each, a "Payment Application") to City's Project Manager and City will remit payments based upon the Payment Application as stated below.

(B) The period covered by each Payment Application will be one calendar month ending on the last day of the month.

5.2 Payment.

(A) After a full and complete Payment Application is received, City will process and remit payment within 30 days.

(B) Payment may be subject to or conditioned upon City's receipt of:

(1) Completed work generated by Consultant and its Sub-consultants; and

(2) If applicable, unconditional waivers and releases on fmal payment from Sub­consultants as City may reasonably request to assure the Project will be free of claims arising from required performances under this Agreement.

5.3 Review and Withholding. City's Project Manager will timely review and certifY Payment Applications.

(A) If the Payment Application is rejected, the Project Manager will issue a written listing of the items not approved for payment.

(B) City may withhold an amount sufficient to pay expenses that City reasonably expects to incur in correcting the deficiency or deficiencies rejected for payment.

6. Termination.

6.1 For Convenience. City may terminate this Agreement for convenience, without cause, by delivering a written termination notice stating the effective termination date, which may not be less than 15 days following the date of delivery.

(A) Consultant will be equitably compensated for Services furnished prior to receipt of the termination notice and for reasonable costs incurred.

(B) Consultant will also be similarly compensated for any approved effort expended and approved costs incurred that are directly associated with project closeout and delivery of the required items to the City.

6.2 For Cause. City may terminate this Agreement for cause if Consultant fails to cure any breach of this Agreement within seven days after receipt of written notice specifYing the breach.

(A) Consultant will not be entitled to further payment until after City has determined its damages. If City's damages resulting from the breach, as determined by City, are less than the equitable amount due but not paid Consultant for Services furnished, City will pay the amount due to Consultant, less City's damages, in accordance with the provision of§ 5.

(B) If City's direct damages exceed amounts otherwise due to Consultant, Consultant must pay the difference to City immediately upon demand; however, Consultant will not be subject to consequential damages more than $1,000,000 or the amount of this Agreement, whichever is greater.

Contract Amount: $35,000 or more.

Page 7: 4J CITY OF BULLHEAD CITY

7. Conflicts of Interest. Consultant acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for cancellation of this Agreement in the event any person who is significantly involved in initiating, negotiating, securing, drafting, or creating the Agreement on City's behalf is also an employee, agen~ or consultant of any other Party to this Agreement.

8. Israeli Boycott. Contractor certifies under A.R.S. § 35-393.01 et seq., that it does not participate in, and agrees not to participate in during the term of this Agreement, a boycott of Israel.

9. Insurance.

9.1 Requirements. Consultant must obtain and maintain the following insurance ("Required Insurance"):

(A) Consultant and Sub-consultants. Consultant, and each Sub-consultant performing work or providing materials related to this Agreement must procure and maintain the insurance coverages described below (collectively referred to herein as the "Consultant's Policies"), until each Party's obligations under this Agreement are completed.

(B) General Liabilitv.

(1) Consultant must at all times relevant hereto carry a commercial general liability policy with a combined single limit of at least $1,000,000 per occurrence and$ 2,000,000 annual aggregate.

(2) Sub-consultants must at all times relevant hereto carry a general commercial liability policy with a combined single limit of at least $1,000,000 per occurrence.

(3) This commercial general liability insurance must include independent contractors' liability, contractual liability, broad form property coverage, XCU hazards if requested by the City, and a separation of insurance provision. The insurance carrier must possess an A.M. Best Company rating of "A" or higher.

(4) These limits may be met through a combination of primary and excess liability coverage.

(C) Professional Liability. A professional errors and omissions liability policy providing a minimum limit of $1,000,000 for each claim and a $2,000,000 annual aggregate.

(D) Auto. A business auto policy providing a liability limit of at least $1,000,000 per accident for Consultant and $1,000,000 per accident for Sub-consultants and covering owned, non-owned and hired automobiles.

(E) Workers' Compensation and Employer's Liability. A workers' compensation and employer's liability policy providing at least the minimum benefits required by Ariwna law.

(F) Notice of Changes. Consultant's Policies must provide for not less than 30 days' advance written notice to City Representative of:

(1) Cancellation or termination of Consultant or Sub-consultant's Policies;

(2) Reduction of the coverage limits of any of Consultant or and Sub-consultant's Policies; and

(3) Any other material modification of Consultant or Sub-consultant's Policies related to this Agreement.

(G) Certificates/Endorsements of insurance.

Contract Amount: $35,000 or more.

Page 8: 4J CITY OF BULLHEAD CITY

(I) Within 10 business days after the execution of the Agreement, Consultant must deliver to City Representative certificates of insurance for each of Consultant's Policies, which will confmn the existence or issuance of Consultant Policies in accordance with the provisions of this section, and copies of Contractor Policies with endorsements showing the City as an additional insured, except for Professional Liability and Workers Compensation polices, in accordance with the provisions of this section. Consultant is under obligation to obtain and keep record of the same for each Sub-consultant.

(2) City is and will be under no obligation either to ascertain or confirm the existence or issuance of Consultant and Sub-consultant's Policies, or to examine Consultant and Sub-consultant's Policies, or to inform Consultant or Sub-consultant in the event that any coverage does not comply with the requirements of this section.

(3) Consultant's failure to secure and maintain Consultant Policies and to assure Sub­consultant policies as required will constitute a material default under the Agreement.

(H) Other Consultants or Vendors.

(I) Other consultants or vendors that may be contracted with in connection with the Project must procure and maintain insurance coverage as is appropriate to their particular contract.

(2) This insurance coverage must comply with the requirements set forth above for Consultant's Policies (e.g., the requirements pertaining to endorsements to name the Parties as additional insured parties and certificates of insurance).

(I) Miscellaneous.

(I) All policies must contain a waiver of subrogation.

(2) The coverage extended to additional insureds must he priroary and must not contribute with any insurance or self insurance policies or programs maintained by the additional insureds.

(3) All insurance policies obtained pursuant to this section must be with companies legally authorized to do business in the State of Arizona and reasonably acceptable to all Parties.

9.2 Sub-consultants.

(A) Consultant must also cause its Sub-consultants to obtain and maintain the Required Insurance.

(B) Upon request by Consultant, City may consider waiving these insurance requirements for a specific Sub-consultant if City is satisfied the amounts required are not commercially available to the Sub-consultant and the insurance the Sub-consultant does have is appropriate for the Sub­consultant's work under this Agreement.

(C) Consultant and Sub-consultants must provide to the City proof of Sub-consultant's Required Insurance whenever requested.

9.3 Indemnification.

(A) To the fullest extent permitted by law, Consultant must defend, indemnify, and hold harmless City and its elected officials, officers, employees and agents (each, an "Indemnified Party," collectively, the "Indemnified Parties"), for, from, and against any and all clairos, demands, actions, damages, judgments, settlements, personal injury (including sickness, disease, death, and bodily harm), property damage (including loss of use), infringement, governmental action and all other losses and expenses, including attorneys' fees and litigation expenses (each, a

Contract Amount: $35,000 or more.

Page 9: 4J CITY OF BULLHEAD CITY

"Demand or Expense"; collectively, "Demands or Expenses") asserted by a third-party (i.e. a person or entity other than City or Consultant) and that arises out of or results from the breach of this Agreement by the Consultant or the Consultant's negligent actions, errors or omissions (including any Sub-consultant or other person or firm employed by Consultant), whether sustained before or after completion of the Project.

(B) This indemnity and hold harmless applies even if a Demand or Expense is in part due to the Indemnified Party's negligence or breach of a responsibility under this Agreement, but in that event, Consultant shall be liable only to the extent the Demand or Expense results from the negligence or breach of a responsibility of Consultant or of any person or entity for whom Consultant is responsible.

(C) Consultant is not required to indemnifY any Indemnified Parties for, from, or against any Demand or Expense resulting from the Indemnified Party's sole negligence or other fault solely attributable to the Indemnified Party.

10. Immigration Law Compliance.

10.1 Consultant, and on behalf any Sub-consultan~ warrants, to the extent applicable under A.R.S. §41-4401, compliance with all federal immigration Jaws and regulations that relate to their employees as well as compliance with A.R.S. §23-214(A) which requires registration and participation with theE-VerifY Program.

10.2 Any breach of warranty under subsection 9.1 above is considered a material breach of this Agreement and is subject to penalties up to and including termination of this Agreement.

10.3 City retains the legal right to inspect the papers of any Consultant or Sub-consultant employee who performs work under this Agreement to ensure that the Consultant or any Sub-consultant is compliant with the warranty under subsection 9.1 above.

10.4 City may conduct random inspections, and upon request of City, Consultant shall provide copies of papers and records of Consultant demonstrating continued compliance with the warranty under subsection 9.1 above. Consultant agrees to keep papers and records available for inspection by the City during normal business hours and will cooperate with City in exercise of its statutory duties and not deny access to its business premises or applicable papers or records for the purposes of enforcement of this Section.

10.5 Consultant agrees to incorporate into any subcontracts under this Agreement the same obligations imposed upon Consultant and expressly accrue those obligations directly to the benefit of the City. Consultant also agrees to require any Sub-consultant to incorporate into each of its own subcontracts under this Agreement the same obligations above and expressly accrue those obligations to the benefit of the City.

10.6 Consultant's warranty and obligations under this section to the City is continuing throughout the term of this Agreement or until such time as the City determines, in its sole discretion, that Arizona law has been modified in that compliance with this section is no longer a requirement.

10.7 The "E-Verizy Program" above means the employment verification program administered by the United States Department of Homeland Security, the Social Security Administration, or any successor program.

11. Notices.

11.1 A notice, request or other communication that is required or permitted under this Agreement (each a "Notice") will be effective only if:

(A) The Notice is in writing, and

Contract Amount: $35,000 or more.

Page 10: 4J CITY OF BULLHEAD CITY

(B) Delivered in person or by private express overnight delivery service (delivery charges prepaid), certified or registered mail (return receipt requested).

(C) Notice will be deemed to have been delivered to the person to whom it is addressed as of the date of receipt, if:

(I) Received on a business day, or before 5:00p.m., at the address for Notices identified for the Party in this Agreement by U.S. Mail, hand delivery, or overnight courier on or before 5:00p.m.; or

(2) As of the next business day after receipt, if received after 5:00p.m.

(3) All times stated will be Arizona time.

(D) The burden of proof of the place and time of delivery is upon the Party giving the Notice.

(E) Digitalized signatures and copies of signatures will have the same effect as original signatures.

11.2 Representatives.

(A) Consultant. Consultant's representative (the "Consultant's Representative") authorized to act on Consultant's behalf with respect to the Project, and his or her address for Notice delivery is:

Philip Glass Member Southwest Automation Services, LLC 8623 Melinda Lane Peoria, Arizona 85382

(B) Citv. City's representative ("City's Representative") authorized to act on City's behalf, and his or her address for Notice delivery is:

City ofBullbead City Mark Clark Utilities Director 2355 Trane Road Bullbead City, Arizona 86442

With required copy to:

City Manager City ofBullbead City 23 55 Trane Road Bullhead City, Arizona 86442

(C) Concurrent Notices.

City Attorney City of Bullbead City 2355 Trane Road Bullbead City, Arizona 86442

(1) All notices to City's representative must be given concurrently to City Manager and City Attorney.

(2) A notice will not be deemed to have been received by City's representative until the time that it has also been received by City Manager and City Attorney.

(3) City may appoint one or more designees for the purpose of receiving notice by delivery of a written notice to Consultant identifying the designee(s) and their respective addresses for notices.

Contract Amount: $35,000 or more.

Page 11: 4J CITY OF BULLHEAD CITY

(D) Changes. Consultant or City may change its representative or information on Notice, by giving Notice of the change in accordance with this section at least ten days prior to the change.

12. Entire Agreement; Survival; Counterparts; Signatures.

12.1 Integration. This Agreement contains, except as stated below, the entire agreement between City and Consultant and supersedes all prior conversations and negotiations between the Parties regarding the Project or this Agreement.

(A) Neither Party has made any representations, warranties or agreements as to any matters concerning the Agreement's subject matter.

(B) Representations, statements, conditions, or warranties not contained in this Agreement will not be binding on the Parties.

(C) The solicitation, any addendums and the response submitted by the Consulttmt are incorporated into this Agreement as if attached hereto. Any Consultant response modifies the original solicitation as stated. Inconsistencies between the solicitation, any addendums, the response and this Agreement will be resolved by the terms and conditions stated in this Agreement.

(D) Exhibit A to this Agreement is fully incorporated herein.

12.2 Interpretation.

(A) The Parties fairly negotiated the Agreement's provisions to the extent they believed necessary and with the legal representation they deemed appropriate.

(B) The Parties are of equal bargaining position and this Agreement must be construed equally between the Parties without consideration of which of the Parties may have drafted this Agreement.

(C) The Agreement will be interpreted in accordance with the laws of the State of Arizona.

12.3 Survival. Except as specifically provided otherwise in this Agreement each warranty, representation, indemnification and hold harmless provision, insurance requirement, and every other right, remedy and responsibility of a Party, will survive completion of the Project, or the earlier termination ofthis Agreement.

12.4 Amendment. No amendment to this Agreement will be binding unless in writing and executed by the Parties. Electronic signature blocks do not constitute execution for purposes ofthis Agreement. Any amendment may be subject to City Council approval.

12.5 Remedies. All rights and remedies provided in this Agreement are cumulative and the exercise of any one or more right or remedy will not affect any other rights or remedies under this Agreement or applicable law. In the event of a dispute City and Consultant agree to work in good faith towards an appropriate resolution of the dispute. Dispute resolution may include any method mutually acceptable to the Parties, including mediation and arbitration. However, the Parties hereby reserve all available legal remedies. Any lawsuit resulting from a dispute under this Agreement must be filed in the Mohave County Superior Court.

12.6 Severability. If any provision of this Agreement is voided or found unenforceable, that determination will not affect the validity of the other provisions, and the voided or unenforceable provision will be reformed to conform to applicable law.

Contract Amount: $35,000 or more.

Page 12: 4J CITY OF BULLHEAD CITY

12.7 Counterparts. This Agreement may be executed in counterparts, and all counterparts will together comprise one instrument.

13. Term. The term of this Agreement commences upon the effective date and may continue through May 31, 2022. The City may, at its option and with the approval ofthe Consultant, extend the term of this Agreement on a short­term basis, to accommodate for unanticipated circumstances or for additional work necessary to complete the Services.

14. Exhibits. The following exhibits, with reference to the term in which they are first referenced, are incorporated by this reference.

Exhibit A Exhibit B

Project Compensation

The Parties enter into this Agreement effective as ofthe date shown above.

ATTEST:

Susan Stein, City Clerk (SEAL)

APPROVED AS TO FORM:

Garnet K. Emery, City Attorney

Contract Amount: $35,000 or more.

City of Bullhead City, an Arizona municipal corporation

Toby Cotter, City Manager

Date: ____________ _

Southwest Automation Services, LLC an Arizona limited liability company

Philip Glass, Member

Date: ____________ _

Page 13: 4J CITY OF BULLHEAD CITY

EXHIBIT A

SUPERVISORY CONTROL AND DATA ACQUISITION SERVICES BULLHEAD CITY UTILITIES

PROJECT

See attached SCADA Master Plan dated September 24, 2021 (six pages)

Page 14: 4J CITY OF BULLHEAD CITY

Exhibit A (Page 1 of 6)

~

Bullhead City UTILITIES WATER- WASTEWATER- REUSE

SCADA Master Plan

Bullhead City, AZ

Cost Not-to-Exceed Proposal

Submittal Date: September 24, 2021

This package contains a Cost Not-to-Exceed proposal for the

development of a master plan for SCADA systems owned and

operated by Bullhead City.

Jl -SOUTHWEST- Ia : llfAUTOMATIONi\ = "f/1 r-SERVICES, LLC-1 fl'

Southwest Automation Services, LLC

Page 15: 4J CITY OF BULLHEAD CITY

Exhibit A (Page 2 of 6)

This proposal is being submitted by:

Southwest Automation Services, LLC

8623 W. Melinda Ln.

Peoria, Arizona 85382

www .swas-llc.com

Contact Information:

Philip Glass, Project Leader

Chris Opsahl, SCADA Consultant

Dan Giebner, Master Electrician

Jason Protz, Senior Programmer

{602)881-6041

{623)810-0960

SCADA Master Plan CNE Proposal- Southwest Automation Services, LLC

[email protected]

[email protected]

[email protected]

[email protected]

Page 1

Page 16: 4J CITY OF BULLHEAD CITY

Executive Summary

Exhibit A (Page 3 of 6)

Bullhead City owns and operates two water reclamation plants and fifteen sewage lift stations. The city

recently acquired water production and distribution assets from EPCOR and are now operating and

maintaining these water sites. Previously, wastewater operations were under the purview of the Public

Works department. With the acquisition of the new water sites, the city created a new Utilities

Department. One of the top priorities of this new department was to develop a Water Master Plan for

water assets and infrastructure, and a SCADA Master Plan (SMP) for operational technology.

Bullhead City Utilities staff reached out to Southwest Automation Services to provide a scope of services

to develop the SMP. This proposal outlines the steps in developing the SMP and provides material,

labor, and travel costs. SWAS estimates that the material, labor, and travel costs will be approximately

$150,406. Southwest Automation guarantees that the final project costs will not exceed $200,000. The

project estimate and the guaranteed price are based on the scope of services outlined in this proposal.

Any modifications or deviations to the scope may impact the final costs. Any impacts to cost will be

negotiated in advance of performing requested changes.

Development of the SMP will start with a project kick-off meeting, enter a series of five tasks, and finish

with a project closeout phase. Each phase of the project has been defined in this scope. Some of the

tasks will require assistance from BHC Utilities staff and attendance of the workshops will be requested

by all Utilities personnel who utilize SCADA or who may be interested in learning more about controls

and monitoring of the facilities. As much as the SMP is a roadmap for SCAD A System standardization, it

will also serve as an opportunity for BHC Utilities to learn more about their existing and newly acquired

SCADA systems.

Project Approach Project Kick-off

Upon award of the contract, Southwest Automation Services will begin by scheduling a project kick-off

meeting at the city hall conference room in Bullhead City. The purpose of the meeting is to introduce

the city's Utilities staff to the Southwest Automation Services project team and discuss the project

details, including timelines and scope. This initial meeting will likely include a Power Point presentation

and follow-up discussion. We anticipate that this meeting will last 1.5 hours. Upon completion of the

meeting, our project team would like to take a quick tour of some of the water and wastewater facilities

as some members of the team have not had an opportunity to visit these facilities in the past.

Historically, site visits such as these last between 30-45 minutes. We recommend that the Utilities

Operations staff accompany Southwest Automation on these tours, as it will likely lead to useful dialog

regarding the project.

Task 1 -Data Gathering

This process will entail traveling to all sites and gathering information about the city's SCADA system at

each plant and remote site. During the course of these site investigations, our project team will be

SCAD A Master Plan CNE Proposal- Southwest Automation Services, LLC Page 2

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Exhibit A {Page 4 of 6)

gathering information regarding PLC hardware, SCADA software, protocols in use, SCADA network

infrastructure including plant external communications architecture, switches, servers, radios, etc.

The information gathered for this task will be compiled in a Microsoft Excel spreadsheet. This

spreadsheet will contain additional data found during the discovery process such as age and condition of

the equipment, available documentation and location of the equipment. The contents of the assessment

will not be listed in its entirety in the final master plan. Instead, a higher level summary of the

equipment will be included in the master plan. The spreadsheet will be included as a final project

deliverable to be submitted via DVD and USB flash drive.

Task 2- Workshops and Working Sessions

This task will commence upon completion ofT ask 1. This phase will entail a minimum oftwo

presentations by Southwest Automation.

The first presentation, "SCADA System Condition Assessment" will be based on the findings in Task 1.

The presentation will include pictures of the equipment and any feedback or concerns the project

engineer might find while conducting his or her assessment. At the conclusion of the presentation, we

will make time available to answer any questions the city team might have. We expect that this

presentation will last approximately 45 minutes and can be conducted at the City Hall conference room.

The next presentation, "SCADA System Trends and Technologies to Consider" will be based on our

knowledge of SCADA system technology, both present and future, that we feel would be beneficial for

the city to consider implementing at each of their facilities. We would like to emphasize that we can

provide options and make recommendations for the city's SCADA system but ultimately, the decisions

must be made by the city Utilities Operations staff. We want to build the best system for Bullhead City.

As such, this presentation and the work that follows will be based on feedback from the city team to

ensure that the city is developing a system they want and need.

Task 3- Gap Analysis

After we've completed Task 1 (data gathering) and we've met the city team to discussion a vision for

their SCADA system (Task 2), we will develop a gap analysis of how to get where we want to go, based

on where we're at. Essentially, the gap analysis will provide greater detail of short-, medium-, and long­

term projects required to bring the SCADA system to the level that the city desires. As SCADA

technologies change and control equipment evolves quickly, the SCADA Master Plan will focus heavily

on the first five years of system development. Beyond five years, we will paint more of a broad stroke of

where the city should direct their efforts.

Task 4 -Implementation Plans

This next phase of the project will entail developing projects, cost estimates and plans for

implementation based on the outcome ofT ask 3 (Gap Analysis). This phase will detail specific upgrade

and enhancement projects that were identified in the gap analysis. The projects identified and outlined

will be established to remedy short term (2-years or less) and mid-term (5-years or less) solutions. It is

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Exhibit A (Page 5 of 6)

likely that there will be a number of projects identified in the gap analysis so Task 4 will prioritize those

projects based on criticality to the process and in some cases, chronological requirements. With each

project identified, the implementation plan will detail estimated costs, impact to operations, tentative

order of construction and project durations and time lines.

Southwest Automation Services will also develop a 10-year vision for the city's SCADA system. This

higher level evaluation will not identify specific projects but will rather outline a goal or road map for the

city to follow as we move forward.

The outcome of Task 3 and Task 4 will be summarized and presented to the city team in a presentation

titled, "Gap Analysis and Implementation Plans". We expect that this presentation will last

approximately 45 minutes and can be conducted at the City Hall conference room. The plans and gap

analysis will become a part of the final SCAD A Master Plan; however, the actual spreadsheets, notes and

other relevant supporting documents will be included as a final project deliverable to be submitted via

DVD and USB flash drive.

Task 5- Development of SCADA Master Plan Document

This final phase of the project will be the development of the actual SCAD A Master Plan document. At

this point in the project, all data will have been gathered and input and feedback from the city received

and incorporated. The project team will submit the master plan to the city team in stages of 30%, 60%,

90% and 100% completion. The purpose of submitting the plan in stages is to give the city the

opportunity to provide feedback and make changes, if necessary, at earlier stages of the document in an

effort to avoid major changes at the completion of the document. We want to assure that our vision for

the city's SCADA system is aligned with the city team's vision.

Upon completion at the 100% stage, the city team will be presented with a final draft copy for review

and approval. If any changes or modifications are needed at that stage, we will make the necessary

changes and there will be no further review. We will then print 6 copies of the final SCAD A Master Plan

using a production quality printer, paper and will have each copy professionally bound. We will then

assemble 6 packages of completed deliverables to the city team at a final presentation titled, "SCADA

Master Plan Project Overview". This presentation will take place at the City Hall conference room.

Project Closeout

Upon completion of ailS tasks and review and approval of the final SCADA Master Plan, we will be

asking a representative of the city Utility SCADA Technical Team to authorize final payment on the

project.

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Fee and Price Schedule

Exhibit A (Page 6 of 6)

The following is a fee and price schedule for this project. Southwest Automation Services will perform

this work on a time and material basis for a sum of $150,406. Southwest Automation guarantees that

the project cost will not exceed $200,000. Work on the project will be invoiced to Bullhead City monthly,

based on the work performed and expenses met during that period. Payment on these invoices will be a

standard Net 30 days with no reduction for early payment.

... -------------------------, "-" Phlilp Gi~~~ . .. r··---,h~i'~OP~~hl"' ___ l __ "J~~~-~-p~~t~--- T---- Da-~G~~-b-;e-~-----,--Ki~k op·~~hi "-" I . :·scAoA·c~~~~it~-~t-iSCADA-C~~~~~~t;~~t-rs;~i~~~~Pr·~g~a~;.;:;~~~-M;~~~-Ei-~ct~l~i;;; rP~~j~~t r~i~~-~g~r-1 I , ________ _

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[Discipline Rate lP~-~-j~d-Ki-~k~Off . ;-------- ----- --- --·· --------- -------- -- --- -- ---

;Task 1- Data ~~the ring_ [T;sk2- Wo~ks·i-;~p;---- --------lii~~~~~P-.. ~-~~LY~_i:·-··-·-!Task 4-lmplementatlon Pia ~----------·--·· -... "''"' ----~---- ---·-· ---------

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Summary

$150 48

120 120 32 100 120 80 620

$93,000

$150 $145 $100 $60 24 8 8 40

40 8 8 24 40 8 8 32 8 8

32 8 8 8 24 8 4 4 16

176 36 36 128 $26,400 $5,220 $3,600 $7,680

The team of Southwest Automation looks forward to working with Bullhead City in developing a

roadmap for SCADA that will provide for an affordable, reliable, and maintainable system that will take

the department well into the future. With our decades of experience in SCADA, specifically for municipal

water operations, we have seen some good and many bad systems. We relish the opportunity to help

shape and build a quality SCADA system that both Bullhead City will be proud of and Southwest

Automation. We sincerely appreciate this opportunity and look forward to getting started.

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EXHIBITB

SUPERVISORY CONTROL AND DATA ACQUISITION SERVICES BULLHEAD CITY UTILITIES

COMPENSATION

METHOD AND AMOUNT OF COMPENSATION

Section Five of this Agreement controls method of payment.

NOT-TO-EXCEED AMOUNT

The total amount of compensation paid to Consultant for full completion of all work required by the Project during the entire term of the Project must not exceed $200,000, but any amount over $150,406 is subject to the conditions set out below.

DETAILED PROJECT COMPENSATION

Compensation over $150,406 is not authorized unless Contractor notifies City of the impending accrual ofthat amount and the City Utilities Director specifically authorizes further amounts in writing as necessary to completion of the required Services.

Compensation will not exceed $200,000 unless authorized in writing and confrrmed by amendment to this Agreement.