HomeMy WebLinkAboutAGR-7771.2 - TESCO CONTROLS, LLC. - SCADA SYSTEM TECHNICAL SUPPORT SERVICESDocusign Envelope ID:8DAE83FD-4F9F-4AD4-B7BB-896F84CD457A
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AGR-7771.2 I.(7.
SECOND AMENDMENT
TO
PROFESSIONAL SERVICES AGREEMENT
SCADA System Technical Support Services]
THIS SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (the
Second Amendment") is made and entered into as of October 14 , 2025, by and between the
CITY OF ORANGE, a municipal corporation ("City"), and TESCO CONTROLS, LLC, a Delaware
limited liability company ("Contractor"), with reference to the following:
A. City and Contractor entered into a Professional Services Agreement (Agreement No.
7771) dated November 12, 2024, which is incorporated herein by this reference (the "Original
Agreement"); and
B. City and Contractor amended the Original Agreement to revise the Scope of Services
and increase the compensation by a First Amendment to Professional Services Agreement(Agreement
No. 7771.1) dated March 6, 2025, which is incorporated herein by this reference (the "First
Amendment"); and
C. City and Contractor desire to further amend the Original Agreement to modify, amend
and supplement certain portions of the Original Agreement to revise the Scope of Services and increase
the compensation.
NOW, THEREFORE, the parties hereby agree as follows:
Section 1. Defined Terms. Except as otherwise defined herein, all capitalized terms used
herein shall have the meanings set forth for such terms in the Original Agreement.
Section 2. Cross-References. City and Contractor agree that all references in this Second
Amendment are deemed and construed to refer to the Original Agreement, as implemented by this
Second Amendment.
Section 3 Revised Scope of Services. The Scope of Services, Section 1, Exhibit A of the
Original Agreement, is hereby amended,modified and supplemented to include the services described
on Exhibit A attached hereto and incorporated herein by this reference.
Section 4 Compensation. The total not-to-exceed compensation for the services to be
rendered as set forth in Section 2.a of the Original Agreement is increased by FOURTEEN
THOUSAND SIX HUNDRED FIFTY DOLLARS and 00/100 ($14,650.00)and Section 2.a is hereby
amended in its entirety to read as follows:
Contractor's total compensation for all services performed under this Agreement, shall
not exceed SEVENTY-FOUR THOUSAND SIX HUNDRED FIFTY DOLLARS and
00/100 ($74,650.00) without the prior written authorization of City."
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Section 5. Integration. This Second Amendment amends, as set forth herein,the Original
Agreement and, except as specifically amended hereby, the Original Agreement shall remain in full
force and effect. To the extent that there is any conflict or inconsistency between the terms and
provisions of this Second Amendment and the terms and provisions of the Original Agreement, the
terms and provisions of this Second Amendment shall control and govern the rights and obligations
of the parties.
IN WITNESS of this Second Amendment, the parties enter into this Second Amendment on
the year and day first above written.
CONTRACTOR" CITY"
TESCO CONTROLS, LLC, a Delaware CITY OF ORANGE, a municipal corporation
limited liability company
DS
Y
DocuSigned by:
B Y B aun tt, • Suft,v
Printed Name: Todd Fierro an ett'.'gIN'fer, City Mayor
Title: President
By: ATTEST:
Printed Name:
Title:
Signed by:
niFI 9651erghti, City Clerk
APPROVED AS TO FORM:
DocuSigned by:
aliFiaMitian, City Attorney
NOTE:If CONTRACTOR is a corporation, the City requires the following signature(s):
1) the Chairman of the Board, the President or a Vice-President, AND (2) the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an
Assistant Treasurer. If only one corporate officer exists or one corporate officer
holds more than one corporate office,please so indicate. OR
The corporate officer named in a corporate resolution as authorized to enter into this
Agreement. A copy of the corporate resolution, certified by the Secretary close in
time to the execution of the Agreement, must be provided to the City.
2
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EXHIBIT "A"
SUPPLEMENTAL SCOPE OF SERVICES
Behind this page.]
Docusign Envelope ID:8DAE83FD-4F9F-4AD4-B7BB-896F84CD457A
Corporate Office
TE 5 CQ
8440 Florin Road,Sacramento,CA 95828
www.TescoControls.com
P.O.Box 299007,Sacramento,CA 95829
CONTROLS
PH:916.395.8800 FX:916.429.2817
Technical Support Services
To: City of Orange Quote Date: 10/16/2024
Attn: Tuan Cao Quote No.: 21G079Q01
Re: Annual Services Agreement
Service Period:Nov. 13,2024 to Nov. 12,2025
This proposal is offering an annual services agreement to provide technical support services by Tesco Controls.
TESCO) to the City of Orange (City) to support and service the City's water/wastewater automation assets and
process control systems. This proposal establishes the provisions for the service contract related to on-call
professional services, technical support services, and emergency support services as described herein. The
service contract is issued on a one(1)-year term for the annual allowance indicated herein, providing the City with
support and services as described by the following:
SCOPE OF CONTRACT — This service contract package includes on-call professional services, technical support
services, and emergency support services. These on-call services are available for instrumentation and controls
systems related to water and wastewater applications; including services and support for the following systems:
SCADA/HMI solutions, PLC control systems, process controls/automation, data telemetry/communication
systems, motor controls, relay controls,and instrumentation.
Emergency services are available twenty-four (24)-hours a day, seven (7)-days a week, three hundred sixty-five
365)-days a year. The rates and terms are identified under the "Standard Professional Services Rates for Time
and Material Services" section as included herein. The services rendered under this service contract will be
facilitated through the following categories and methods:
On-Call Professional Services/Task Order Request
On-Call Technical Support Request
Emergency Service and Support Request
On-Call Professional Services/Task Order Request
This contract will be assigned to a Project Manager and/or designated Representative to support Task Order
Requests. These individuals will respond to each Task Order Request by promptly performing a technical review
of the request to identify scope and resources needed to furnish the requested work in a timely and efficient
manner. For each Task Order, the TESCO team will develop a description of the project or task (i.e. scope of
work/supply), a corresponding Task Order price/budget, and a preliminary task order schedule. Each Task Order
will be made available to the Contract Holder to review,comment and/or authorize Notice to Proceed.
On-Call Technical Support Request
Requests for Technical Support can be rendered as telephonic support or remote VPN support and will be billed
on a Time-&-Material basis. A minimum charge of two (2)-hours per support call and a maximum of four (4)-
hours per incident/ticket will be accrued toward providing support,diagnosis,assessment, and troubleshooting of
the call topic. At any time during the support call, TESCO may deem the call request unsupportable over the
phone/VPN and escalate the request for onsite support. Upon any request requiring onsite support,such support
shall be scheduled with Support Personnel and is subject to availability. Onsite support may be rendered on a
Time-&-Material basis or facilitated via Task Order Request.
Emergency On-Call Support Services
TESCO shall retain on-call personnel to provide emergency support for after-hours (outside normal business
hours)technical services. Emergency services shall be facilitated through our after-hours dispatch call service and
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Quotation TESCO CONTROLS
managed by TESCO's on-call personnel. Emergency support calls are initiated upon a call-in request by the City
into TESCO's call center/service. Initial response to initiating call requests are provided via return telephone call
by on-call personnel to process the call request. TESCO will assess the request and provide technical support as
deemed appropriate(via telephonic support, remote VPN access,or on-site services). Escalation of call request to
other support personnel/departments shall be on case-by-case basis. Response to emergency requests are
triaged and prioritized by critical nature and urgency. These services are subject to the Emergency Service
provisions identified herein.
Contract Provisions
The following defines operating provisions for the services offered through this contact:
Definition/Glossary for Technical Support Services
Hours of Business
Normal Business Hours: Monday thru Friday,excluding holidays,from 8AM to 5PM PST/PDT.
Weekday After-Hours: Monday thru Thursday,excluding holidays from 5PM to 8AM PST/PDT.
Weekend Hours: Friday thru Monday,excluding holidays from 5PM to 8AM PST/PDT.
Holiday Hours: Time during any observed holiday,up until the next business morning.
Hours of Coverage
On-Call Task Order Requests:Normal Business Hours;VPN/Remote or Onsite
On-Call Technical Support: Normal Business Hours;VPN/Remote or Onsite
Emergency On-Call Support:Normal Business Hours&After-Hours
On-Call Services for Technical Service,Technical Support,and Emergency Response
Professional Service/Task Order Request Defines service and support call requests that are planned in nature and
supported via telephone(voice support),VPN remote access support,or
as onsite service. Requests are coordinated through designated
personnel who will coordinate scope and task order requirements.
These requests will be coordinated and scheduled in a pre-planned
manner to furnish appropriate response, personnel, and resources to
complete task orders efficiently.
Expedited Telephonic/VPN-Access Support Defines urgent support call requests that are supported via telephone
voice support)or VPN remote access support. These calls are managed
under TESCO's emergency support rate provisions. Support call
requests must indicate their request for support and urgency needed for
that support. Calls will be routed to initial support team who will assess
the nature of the support request. Call may be escalated and routed to
technical support engineers on an as-needed basis and is subject to
availability. The support team may deem the call request unsupportable
over the phone/VPN at any time and escalate the request for onsite
support. Telephone/VPN support is not subject to response surcharges.
After-Hours Emergency Defines emergency support call requests that are supported via
Telephonic/VPN Remote Access Support telephone (voice support) or VPN remote access support. Support
request calls are initiated by TESCO's dispatch center. Initial call-back
response shall be within thirty(30)-minutes for assessment and support.
Escalation and/or VPN access may require up to a sixty (60)-minute
response time for coordination and access after the initial call-back. The
support team may deem the call request unsupportable over the
phone/VPN at any time and escalate the request for onsite support.
Telephone/VPN support is not subject to response surcharges.
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Quotation TESCO CONTROLS
Onsite Emergency Support Call Defines support call requests that require services and/or support
rendered to the job site (onsite) within twenty-four (24)-hours of
initiating support call request and are subject to "emergency" response
surcharges. Determination of emergency onsite support will be
established during the initial triage support response.
Cost of Contract
The following provide the summary of costs associated with this Service Contract:
Description Amount
No Annual Premium / Service Support Fee — This proposal is for an "On-Call 0.00
Services Contract" only and is not subject to pre-paid services or provisioned
reduced rates.
Pre-Approved Allowance — This allowance is reserved for service call requests Not To Exceed:
rendered on a Task Order or Time-&-Material (T&M) basis to cover for: billings, 50,000.00
surcharges, onsite support call expenditures, and requested technical services that per Year)
are outside of any pre-paid coverages identified by this contract. T&M services will
be rendered per the included Rate Schedule and related provisions, with the
incurred costs being billed monthly against this pre-approved allowance as such
costs are accrued. Service reports and accrual statements will be provided as
services are rendered and invoices are processed. Task Orders may be quoted and
billed via lump sum totals or T&M rates; this will be determined on a case-by-case
basis.
Total Allowance of Contract(annually): 50,000.00
Services
The technical resources available under this Service Contract are identified below. Such resources are offered by
TESCO in support of this Service Contract but may not be all inclusive of the services or solutions available through
TESCO. The services will be subject to the provisions defined herein and are subject to schedule availability.
Service and support may include any of the following disciplines/items as needed to fulfill service requests.
Field Service Engineer—to provide field support and services, including, but not limited to instrumentation
troubleshooting, calibration, and loop testing; electrical control modifications; control system
troubleshooting; motor control support services (e.g. VFD's, RVSS's, Pump Control Panels, etc.), and
communication system services
PLC Programmer—to provide PLC programming support and services as needed, including, but not limited
to troubleshooting, program modifications, OIT programming services,and training.
SCADA Programmer — to provide SCADA support and services as needed, including, but not limited to
application troubleshooting, software troubleshooting; support services for system tags, database,
telemetry/communications, alarming systems, reporting, and graphics support; networking support;
programming modifications;and training.
Engineer — to provide engineering and consulting support and services related to electrical control and
system engineering, including, but not limited to electrical control system assessment, tracing, engineering,
and as-built drawings;control system operations engineering;system documentation;and training.
Materials,travel, expenses, and/or third party services will be billed separately. Any material required shall
be approved by the City prior to procurement.
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Quotation TESCO CONTROLS
Rate Schedule
The following rate schedule identifies the Professional Services offered by TESCO for Technical Support Services
only. This rate schedule applies to the services and support covered by this Service Contract per the applicable
rate category,along with the terms,conditions,and provisions defined below.
The following are TESCO's professional service rates for year(s) 2024-2025 for this contract for services rendered
during normal business hours. The rates shown below include the direct hourly rate only and do not include
expenses related to business travel, ME&I costs, per diem, or other miscellaneous fees.
Professional Services
Standard Emergency
Rate Services
Factory Repairs 150 190
Engineering Support 180 230
Drafter/Designer 190 240
Project Engineer 215 270
Project Manager 250 310
PLC Applications Programmer 225 280
SCADA Applications Programmer 225 280
Field Service Specialist 225 280
Network/Communications Engineer 255 325
Senior System Architect 265 335
Service Rate Categories
The following define the service types identified in the above listed rate categories:
Standard Service Rate—These rates apply to Task Order and Time-&-Material activities as described herein. The
Standard Service Rate category apply to standard project/product delivery of work.
Emergency Service Rate — These rates apply to tasks, work activities, and/or services that are rendered where
personnel and resources need to be expedited and do not follow TESCO's standard methodology for scheduling
work. Such services may impact other work activities or other project work, and may require rescheduling of
resources to accommodate an expedited schedule. These rates may also apply to services that need to be
rendered after normal business hours, whether provided as technical phone support or onsite technical support.
Please note that any onsite technical support or activity rendered as an Emergency Service Rate may be subject to
additional surcharges as follows:
Emergency Onsite Service Surcharges
Mobilization surcharges are applied to each emergency call/request that results in onsite activities being
rendered under the Emergency Service Rate classification as defined above. These surcharges do not
apply to phone support or remote VPN access support services. The following surcharges are applied to
the mobilization of onsite services based on operating business hours.
After-Normal Business Hours, On-Call Onsite Support 1,150 per incident
During Normal Business Hours, On-Call Onsite Support 850 per incident
After-hours service requests are managed through TESCO's 24/7 On-Call Support Program and facilitated through
TESCO's call center and dispatched to on-call personnel. Emergency Services are expedited and scheduled
promptly, with onsite mobilization being within twenty-four (24)-hours of request if onsite mobilization is
requested or required.
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Quotation TESCO CONTROLS
Rendering Services
Upon contracting into a Service Contract Agreement with TESCO, the indicated rate schedule shall be valid for the
agreed contract period. Services rendered will be provided on a Time-&-Material accrual basis, which may be
estimated in advance with a specified Task Order and/or defined scope of activity(ies). The hours accrued for
rendered services will be recorded and only those incurred hours will be billed against the service/contract
agreement in addition to the cost of expenses, travel, per diem, ME&I costs, fees, expenditures, and any
preauthorized hardware/material provided. Please refer to the Time-&-Material service provisions and the terms
and conditions noted herein.
Service Provisions
Please note the following service provisions:
Normal working hours are Monday through Friday,8:00 a.m.to 5:00 p.m. Overtime at one and one-half the
standard rate is billed for services outside the normal working hours,excluding weekends and holidays.
Saturday working hours are billed at two times the applicable rates.
Sunday working hours are billed at three times the applicable rates.
Holiday working hours are billed at three times the applicable rates.
The above rates are billed two-hour minimum and in half-hour increments per activity/mobilization.
Portal-to-portal travel time is billed at the indicated hourly rate, plus mileage.
Authorized parts and components or any third party services will be billed separately at cost plus 25%
overhead/procurement expenditures and 15%margin. Sales tax will be applied as appropriate. Please note
that delivery may be based on manufacturer or service provider availability.
Actual travel expenses(airfare,ground transportation, lodging, meals,etc.)are billed at cost plus 25%
overhead and administration. Taxes and fees will be applied where appropriate.
Please note:The above listed rates and referenced disciplines are for technical and professional services only,
which do not include any trade installation,trade work,construction activities,or trade labor.
Clarifications
The liability of TESCO under this Service Contract Agreement shall be limited to the reasonable value of the labor
and services to be performed hereunder. TESCO agrees to provide the services referenced herein, but does not
assume any liability or responsibility for damages caused by a failure of the parts or components referenced herein
or the loss of any data. TESCO shall not be obligated under this agreement to provide an extension of the
manufacturer's warranty for any component referenced herein.
TESCO shall not be obligated under this agreement to provide services or repair damage caused by fire, explosion,
vandalism,theft, act of God, misuse, or abuse of equipment/components;such equipment may not be serviceable
and may need to be replaced. Nor will TESCO be liable for damage caused by unsupervised relocation, repair, or
modifications to the equipment/components not performed or previously authorized by TESCO.
Terms and Conditions
Contract will be covered one(1)-year from date of acceptance.
TESCO carries liability insurance,with full workman's compensation coverage.
Terms are net 30 days on approved credit accounts.
Interest will be applied to all past due invoices.
Site improvements and merchandise sold may be subject to lien laws.
Please feel free to contact us at(916)395-8800 to discuss any questions or comments you may have regarding this
quotation.
Sincerely,
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Quotation TESCO CONTROLS
TESCO CONTROLS
V
r
Jonathan Felix
Technical Sales Estimator II
jfelix@tescocontrols.com
File Ref. 241147001 6 of 6