HomeMy WebLinkAboutEnterprise Automation a dba of Partners In Control Inc. Agreement Consultant - 3-25-24DPU-B Eng. CSA, Short Form T&M (10-2023)
1 of 22
AGREEMENT
CITY OF FRESNO, CALIFORNIA
CONSULTANT SERVICES
THIS AGREEMENT (Agreement) is made and entered into effective
, by and between the CITY OF FRESNO, a California
municipal corporation (City), and Partners in Control Inc., dba Enterprise Automation, a
California corporation (Consultant).
RECITALS
WHEREAS, the City desires to obtain professional consulting services for on-call
Supervisory Control and Data Acquisition support services (Project); and
WHEREAS, the Consultant is engaged in the business of furnishing services as a
Information Technology and hereby represents that it desires to and is professionally and
legally capable of performing the services called for by this Agreement; and
WHEREAS, the Consultant acknowledges that this Agreement is subject to the
requirements of Fresno Municipal Code Section 4-107 and Administrative Order No. 6-
19; and
WHEREAS, this Agreement will be administered for the City by its Director of
Public Utilities (Director) or designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants,
conditions, and promises hereinafter contained to be kept and performed by the
respective parties, it is mutually agreed as follows:
1. Scope of Services. The Consultant shall perform to the satisfaction of the
City the services described in Exhibit A, including all work incidental to, or necessary to
perform, such services even though not specifically described in Exhibit A.
2. Term of Agreement and Time for Performance. This Agreement shall be
effective from the date first set forth above and shall continue in full force and effect
through the earlier of complete rendition of the services hereunder or December 31, 2027,
subject to any earlier termination in accordance with this Agreement. The services of the
Consultant as described in Exhibit A are to commence upon the City’s issuance of a
written “Notice to Proceed.” Work shall be undertaken and completed in a sequence
assuring expeditious completion.
3. Compensation.
(a) The Consultant’s sole compensation for satisfactory performance of
all services required or rendered pursuant to this Agreement shall be a total fee not to
exceed Four-Hundred Fifty Thousand Dollars ($450,000), paid on a time and materials
basis in accordance with the schedule of fees contained in Exhibit A, pursuant to
Subsection (c) below and authorized in writing by the Director.
(b) Detailed statements shall be rendered monthly and will be payable
DocuSign Envelope ID: 311EA311-7C61-41D9-B393-410A2B2A6A71
March 25, 2024
DPU-B Eng. CSA, Short Form T&M (10-2023)
2 of 22
in the normal course of City business. The City shall not be obligated to reimburse any
expense for which it has not received a detailed invoice with applicable copies of
representative and identifiable receipts or records substantiating such expense.
(c) The parties may modify this Agreement to increase or decrease the
scope of services or provide for the rendition of services not required by this Agreement,
which modification shall include an adjustment to the Consultant’s compensation. Any
change in the scope of services must be made by written amendment to the Agreement
signed by an authorized representative for each party. The Consultant shall not be entitled
to any additional compensation if services are performed prior to a signed written
amendment.
4. Termination, Remedies, and Force Majeure.
(a) This Agreement shall terminate without any liability of the City to the
Consultant upon the earlier of: (i) the Consultant’s filing for protection under the federal
bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third
party against the Consultant; (ii) seven calendar days prior written notice with or without
cause by the City to the Consultant; (iii) the City’s non-appropriation of funds sufficient to
meet its obligations hereunder during any City fiscal year of this Agreement, or insufficient
funding for the Project; or (iv) expiration of this Agreement.
(b) Immediately upon any termination or expiration of this Agreement,
the Consultant shall (i) immediately stop all work hereunder; (ii) immediately cause any
and all of its subcontractors to cease work; and (iii) return to the City any and all unearned
payments and all properties and materials in the possession of the Consultant that are
owned by the City. Subject to the terms of this Agreement, the Consultant shall be paid
compensation for services satisfactorily performed prior to the effective date of
termination. The Consultant shall not be paid for any work or services performed or costs
incurred which reasonably could have been avoided.
(c) In the event of termination due to failure of the Consultant to
satisfactorily perform in accordance with the terms of this Agreement, the City may
withhold an amount that would otherwise be payable as an offset to, but not in excess of,
the City’s damages caused by such failure. In no event shall any payment by the City
pursuant to this Agreement constitute a waiver by the City of any breach of this Agreement
which may then exist on the part of the Consultant, nor shall such payment impair or
prejudice any remedy available to the City with respect to the breach.
(d) Upon any breach of this Agreement by the Consultant, the City may
(i) exercise any right, remedy (in contract, law or equity), or privilege which may be
available to it under applicable laws of the State of California or any other applicable law;
(ii) proceed by appropriate court action to enforce the terms of the Agreement; and/or (iii)
recover all direct, indirect, consequential, economic and incidental damages for the
breach of the Agreement. If it is determined that the City improperly terminated this
Agreement for default, such termination shall be deemed a termination for convenience.
(e) The Consultant shall provide the City with adequate written
assurances of future performance, upon Director’s request, in the event the Consultant
fails to comply with any terms or conditions of this Agreement.
DocuSign Envelope ID: 311EA311-7C61-41D9-B393-410A2B2A6A71
DPU-B Eng. CSA, Short Form T&M (10-2023)
3 of 22
(f) The Consultant shall be liable for default unless nonperformance is
caused by an occurrence beyond the reasonable control of the Consultant and without its
fault or negligence such as, acts of God or the public enemy, acts of the City in its
contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually
severe weather, and delays of common carriers. The Consultant shall notify Director in
writing as soon as it is reasonably possible after the commencement of any excusable
delay, setting forth the full particulars in connection therewith, and shall remedy such
occurrence with all reasonable dispatch, and shall promptly give written notice to Director
of the cessation of such occurrence.
5. Confidential Information, Ownership of Documents and Copyright License.
(a) Any reports, information, or other data prepared or assembled by the
Consultant pursuant to this Agreement shall not be made available to any individual or
organization by the Consultant without the prior written approval of the City. During the
term of this Agreement, and thereafter, the Consultant shall not, without the prior written
consent of the City, disclose to anyone any Confidential Information. The term
Confidential Information for the purposes of this Agreement shall include all proprietary
and confidential information of the City, including but not limited to business plans,
marketing plans, financial information, designs, drawings, specifications, materials,
compilations, documents, instruments, models, source or object codes and other
information disclosed or submitted, orally, in writing, or by any other medium or media.
All Confidential Information shall be and remain confidential and proprietary in the City.
(b) Any and all original sketches, pencil tracings of working drawings,
plans, computations, specifications, computer disk files, writings and other documents
prepared or provided by the Consultant pursuant to this Agreement are the property of
the City at the time of preparation and shall be turned over to the City upon expiration or
termination of the Agreement or default by the Consultant. The Consultant grants the City
a copyright license to use such drawings and writings. The Consultant shall not permit
the reproduction or use thereof by any other person except as otherwise expressly
provided herein. The City may modify the design including any drawings or writings. Any
use by the City of the aforesaid sketches, tracings, plans, computations, specifications,
computer disk files, writings and other documents in completed form as to other projects
or extensions of this Project, or in uncompleted form, without specific written verification
by the Consultant will be at the City’s sole risk and without liability or legal exposure to
the Consultant. The Consultant may keep a copy of all drawings and specifications for its
sole and exclusive use.
(c) If the Consultant should subcontract all or any portion of the services
to be performed under this Agreement, the Consultant shall cause each subcontractor to
also comply with the requirements of this Section 5.
(d) This Section 5 shall survive expiration or termination of this
Agreement.
6. Professional Skill. It is further mutually understood and agreed by and
between the parties hereto that inasmuch as the Consultant represents to the City that
the Consultant and its subcontractors, if any, are skilled in the profession and shall
perform in accordance with the standards of said profession necessary to perform the
DocuSign Envelope ID: 311EA311-7C61-41D9-B393-410A2B2A6A71
DPU-B Eng. CSA, Short Form T&M (10-2023)
4 of 22
services agreed to be done by it under this Agreement, the City relies upon the skill of the
Consultant and any subcontractors to do and perform such services in a skillful manner
and the Consultant agrees to thus perform the services and require the same of any
subcontractors. Therefore, any acceptance of such services by the City shall not operate
as a release of the Consultant or any subcontractors from said professional standards.
7. Indemnification. To the furthest extent allowed by law, including California
Civil Code section 2782.8, CONSULTANT shall indemnify, hold harmless and defend
CITY and each of its officers, officials and employees from any loss, liability, fines,
penalties, forfeitures, costs and damages (whether in contract, tort or strict liability,
including but not limited to personal injury, death at any time and property damage), and
from any and all claims, demands and actions in law or equity (including reasonable
attorney's fees, litigation expenses and cost to enforce this agreement) that arise out of,
pertain to, or relate to the negligence, recklessness or willful misconduct of
CONSULTANT, its principals, officers, employees, agents or volunteers in the
performance of this Agreement.
If CONSULTANT should subcontract all or any portion of the services to be
performed under this Agreement, CONSULTANT shall require each subcontractor to
indemnify, hold harmless and defend CITY and each of its officers, officials and
employees in accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Agreement.
8. Insurance.
(a) Throughout the life of this Agreement, the Consultant shall pay for and
maintain in full force and effect all insurance as required in Exhibit B, which is incorporated
into and part of this Agreement, with an insurance company(ies) either (i) admitted by the
California Insurance Commissioner to do business in the State of California and rated no
less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in
writing by the City’s Risk Manager or designee at any time and in its sole discretion. The
required policies of insurance as stated in Exhibit B shall maintain limits of liability of not
less than those amounts stated therein. However, the insurance limits available to the
City, its officers, officials, employees, agents, and volunteers as additional insureds, shall
be the greater of the minimum limits specified therein or the full limit of any insurance
proceeds to the named insured.
(b) If at any time during the life of the Agreement or any extension, the
Consultant or any of its subcontractors/sub-consultants fail to maintain any required
insurance, all services and work under this Agreement shall be discontinued immediately,
and all payments due, or that become due, to the Consultant shall be withheld until
insurance is in compliance with the requirements. Any failure to maintain the required
insurance shall be sufficient cause for the City to terminate this Agreement. No action
taken by the City pursuant to this section shall in any way relieve the Consultant of its
responsibilities under this Agreement. The phrase “fail to maintain any required
insurance” shall include, without limitation, notification received by the City that an insurer
has commenced proceedings, or has had proceedings commenced against it, indicating
that the insurer is insolvent.
DocuSign Envelope ID: 311EA311-7C61-41D9-B393-410A2B2A6A71
DPU-B Eng. CSA, Short Form T&M (10-2023)
5 of 22
(c) The fact that insurance is obtained by the Consultant shall not be deemed
to release or diminish the liability of the Consultant, including, without limitation, liability
under the indemnity provisions of this Agreement. The duty to indemnify the City 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 the Consultant. Approval or purchase of any insurance contracts or policies
shall in no way relieve from liability nor limit the liability of the Consultant, its principals,
officers, agents, employees, persons under the supervision of the Consultant, vendors,
suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed
directly or indirectly by any of them.
9. Conflict of Interest and Non-Solicitation.
(a) Prior to the City’s execution of this Agreement, the Consultant shall
complete a City of Fresno conflict of interest disclosure statement in the form as set forth
in Exhibit C. During the term of this Agreement, the Consultant shall have the obligation
and duty to immediately notify the City in writing of any change to the information provided
by the Consultant in such statement.
(b) The Consultant shall comply, and require its subcontractors to
comply, with all applicable (i) professional canons and requirements governing avoidance
of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws
and regulations including, without limitation, California Government Code Section 1090
et. seq., the California Political Reform Act (California Government Code Section 87100
et. seq.), the regulations of the Fair Political Practices Commission concerning disclosure
and disqualification (2 California Code of Regulations Section 18700 et. seq.) and Section
4-112 of the Fresno Municipal Code (Ineligibility to Compete). At any time, upon written
request of the City, the Consultant shall provide a written opinion of its legal counsel and
that of any subcontractor that, after a due diligent inquiry, the Consultant and the
respective subcontractor(s) are in full compliance with all laws and regulations. The
Consultant shall take, and require its subcontractors to take, reasonable steps to avoid
any appearance of a conflict of interest. Upon discovery of any facts giving rise to the
appearance of a conflict of interest, the Consultant shall immediately notify the City of
these facts in writing.
(c) Consultant’s duties and services under this Agreement shall not
include preparing or assisting the City with any portion of the City’s preparation of a
request for proposals, request for qualifications, or any other solicitation regarding a
subsequent or additional contract with the City. The City entering this Agreement shall at
all times retain responsibility for public contracting, including with respect to any
subsequent phase of this Project. Consultant’s participation in the planning, discussions,
or drawing of project plans or specifications shall be limited to conceptual, preliminary, or
initial plans or specifications. Consultant shall cooperate with the City to ensure that all
bidders for a subsequent contract on any subsequent phase of this Project have access
to the same information, including all conceptual, preliminary, or initial plans or
specifications prepared by Consultant pursuant to this Agreement.
(d) In performing the work or services to be provided hereunder, the
Consultant shall not employ or retain the services of any person while such person either
DocuSign Envelope ID: 311EA311-7C61-41D9-B393-410A2B2A6A71
DPU-B Eng. CSA, Short Form T&M (10-2023)
6 of 22
is employed by the City or is a member of any City council, commission, board,
committee, or similar City body. This requirement may be waived in writing by the City
Manager, if no actual or potential conflict is involved.
(d) The Consultant represents and warrants that it has not paid or
agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit or
procure this Agreement or any rights/benefits hereunder.
(e) Neither the Consultant, nor any of the Consultant’s subcontractors
performing any services on this Project, shall bid for, assist anyone in the preparation of
a bid for, or perform any services pursuant to, any other contract in connection with this
Project. The Consultant and any of its subcontractors shall have no interest, direct or
indirect, in any other contract with a third party in connection with this Project unless such
interest is in accordance with all applicable law and fully disclosed to and approved by
the City Manager, in advance and in writing.
(f) If the Consultant should subcontract all or any portion of the work to
be performed or services to be provided under this Agreement, the Consultant shall
include the provisions of this Section 9 in each subcontract and require its subcontractors
to comply therewith.
(g) This Section 9 shall survive expiration or termination of this
Agreement.
10. Recycling Program. In the event the Consultant maintains an office or
operates a facility(ies), or is required herein to maintain or operate same, within the
incorporated limits of the City of Fresno, the Consultant at its sole cost and expense shall:
(a) Immediately establish and maintain a viable and ongoing recycling
program, approved by the City’s Solid Waste Management Division, for each office and
facility. Literature describing the City recycling programs is available from the City’s Solid
Waste Management Division and by calling the City of Fresno Recycling Hotline at
(559) 621-1111.
(b) Immediately contact the City’s Solid Waste Management Division at
(559) 621-1452 and schedule a free waste audit, and cooperate with such Division in their
conduct of the audit for each office and facility.
(c) Cooperate with and demonstrate to the satisfaction of the City’s Solid
Waste Management Division the establishment of the recycling program in paragraph (a)
above and the ongoing maintenance thereof.
11. General Terms.
(a) Except as otherwise provided by law, all notices expressly required
of the City within the body of this Agreement, and not otherwise specifically provided for,
shall be effective only if signed by the Director or designee.
(b) Records of the Consultant’s expenses pertaining to the Project shall
be kept on a generally recognized accounting basis and shall be available to the City or
its authorized representatives upon request during regular business hours throughout the
life of this Agreement and for a period of three years after final payment or, if longer, for
DocuSign Envelope ID: 311EA311-7C61-41D9-B393-410A2B2A6A71
DPU-B Eng. CSA, Short Form T&M (10-2023)
7 of 22
any period required by law. In addition, all books, documents, papers, and records of the
Consultant pertaining to the Project shall be available for the purpose of making audits,
examinations, excerpts, and transcriptions for the same period of time. If any litigation,
claim, negotiations, audit or other action is commenced before the expiration of said time
period, all records shall be retained and made available to the City until such action is
resolved, or until the end of said time period whichever shall later occur. If the Consultant
should subcontract all or any portion of the services to be performed under this
Agreement, the Consultant shall cause each subcontractor to also comply with the
requirements of this paragraph. This Section 11(b) shall survive expiration or termination
of this Agreement.
(c) Prior to execution of this Agreement by the City, the Consultant shall
have provided evidence to the City that the Consultant is licensed to perform the services
called for by this Agreement (or that no license is required). If the Consultant should
subcontract all or any portion of the work or services to be performed under this
Agreement, the Consultant shall require each subcontractor to provide evidence to the
City that subcontractor is licensed to perform the services called for by this Agreement
(or that no license is required) before beginning work.
12. Nondiscrimination. To the extent required by controlling federal, state and
local law, the Consultant shall not employ discriminatory practices in the provision of
services, employment of personnel, or in any other respect on the basis of race, religious
creed, color, national origin, ancestry, physical disability, mental disability, medical
condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled
veteran or veteran of the Vietnam era. Subject to the foregoing and during the
performance of this Agreement, the Consultant agrees as follows:
(a) The Consultant will comply with all applicable laws and regulations
providing that no person shall, on the grounds of race, religious creed, color, national
origin, ancestry, physical disability, mental disability, medical condition, marital status,
sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era be excluded from participation in, be denied the benefits of, or be subject to
discrimination under any program or activity made possible by or resulting from this
Agreement.
(b) The Consultant will not discriminate against any employee or
applicant for employment because of race, religious creed, color, national origin, ancestry,
physical disability, mental disability, medical condition, marital status, sex, age, sexual
orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. The
Consultant shall ensure that applicants are employed, and the employees are treated
during employment, without regard to their race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era.
Such requirement shall apply to the Consultant’s employment practices including, but not
be limited to, the following: employment, upgrading, demotion or transfer; recruitment or
recruitment advertising; layoff or termination; rates of pay or other forms of compensation;
and selection for training, including apprenticeship. The Consultant agrees to post in
conspicuous places, available to employees and applicants for employment, notices
DocuSign Envelope ID: 311EA311-7C61-41D9-B393-410A2B2A6A71
DPU-B Eng. CSA, Short Form T&M (10-2023)
8 of 22
setting forth the provision of this nondiscrimination clause.
(c) The Consultant will, in all solicitations or advertisements for
employees placed by or on behalf of the Consultant in pursuit hereof, state that all
qualified applicants will receive consideration for employment without regard to race,
religious creed, color, national origin, ancestry, physical disability, mental disability,
medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a
disabled veteran or veteran of the Vietnam era.
(d) The Consultant will send to each labor union or representative of
workers with which it has a collective bargaining agreement or other contract or
understanding, a notice advising such labor union or workers' representatives of the
Consultant’s commitment under this section and shall post copies of the notice in
conspicuous places available to employees and applicants for employment.
(e) If the Consultant should subcontract all or any portion of the services
to be performed under this Agreement, the Consultant shall cause each subcontractor to
also comply with the requirements of this Section 12.
13. Independent Contractor.
(a) In the furnishing of the services provided for herein, the Consultant
is acting solely as an independent contractor. Neither the Consultant, nor any of its
officers, agents or employees shall be deemed an officer, agent, employee, joint venturer,
partner or associate of the City for any purpose. The City shall have no right to control or
supervise or direct the manner or method by which the Consultant shall perform its work
and functions. However, the City shall retain the right to administer this Agreement so as
to verify that the Consultant is performing its obligations in accordance with the terms and
conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture
between the Consultant and the City. The Consultant shall have no authority to bind the
City absent the City’s express written consent. Except to the extent otherwise provided in
this Agreement, the Consultant shall bear its own costs and expenses in pursuit thereof.
(c) Because of its status as an independent contractor, the Consultant
and its officers, agents and employees shall have absolutely no right to employment rights
and benefits available to City employees. The Consultant shall be solely liable and
responsible for all payroll and tax withholding and for providing to, or on behalf of, its
employees all employee benefits including, without limitation, health, welfare and
retirement benefits. In addition, together with its other obligations under this Agreement,
the Consultant shall be solely responsible, indemnify, defend and save the City harmless
from all matters relating to employment and tax withholding for and payment of the
Consultant’s employees, including, without limitation, (i) compliance with Social Security
and unemployment insurance withholding, payment of workers’ compensation benefits,
and all other laws and regulations governing matters of employee withholding, taxes and
payment; and (ii) any claim of right or interest in the City employment benefits,
entitlements, programs and/or funds offered employees of the City whether arising by
reason of any common law, de facto, leased, or co-employee rights or other theory. It is
acknowledged that during the term of this Agreement, the Consultant may be providing
DocuSign Envelope ID: 311EA311-7C61-41D9-B393-410A2B2A6A71
DPU-B Eng. CSA, Short Form T&M (10-2023)
9 of 22
services to others unrelated to the City or to this Agreement.
14. Notices. Any notice required or intended to be given to either party under
the terms of this Agreement shall be in writing and shall be deemed to be duly given if
delivered personally, transmitted by facsimile followed by telephone confirmation of
receipt, or sent by United States registered or certified mail, with postage prepaid, return
receipt requested, addressed to the party to which notice is to be given at the party's
address set forth on the signature page of this Agreement or at such other address as the
parties may from time to time designate by written notice. Notices served by United States
mail in the manner above described shall be deemed sufficiently served or given at the
time of the mailing thereof.
15. Binding. Subject to Section 16, below, once this Agreement is signed by all
parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each
parties' respective heirs, successors, assigns, transferees, agents, servants, employees,
and representatives.
16. Assignment.
(a) This Agreement is personal to the Consultant and there shall be no
assignment by the Consultant of its rights or obligations under this Agreement without the
prior written approval of the City Manager or designee. Any attempted assignment by the
Consultant, its successors or assigns, shall be null and void unless approved in writing
by the City Manager or designee.
(b) The Consultant hereby agrees not to assign the payment of any
monies due the Consultant from the City under the terms of this Agreement to any other
individual(s), corporation(s) or entity(ies). The City retains the right to pay any and all
monies due the Consultant directly to the Consultant.
17. Compliance With Law. In providing the services required under this
Agreement, the Consultant shall at all times comply with all applicable laws of the United
States, the State of California and the City, and with all applicable regulations
promulgated by federal, state, regional, or local administrative and regulatory agencies,
now in force and as they may be enacted, issued, or amended during the term of this
Agreement.
18. Waiver. The waiver by either party of a breach by the other of any provision
of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent
breach of either the same or a different provision of this Agreement. No provisions of this
Agreement may be waived unless in writing and signed by all parties to this Agreement.
Waiver of any one provision herein shall not be deemed to be a waiver of any other
provision herein.
19. Governing Law and Venue. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of California, excluding,
however, any conflict of laws rule which would apply the law of another jurisdiction. Venue
for purposes of the filing of any action regarding the enforcement or interpretation of this
Agreement and any rights and duties hereunder shall be Fresno County, California.
20. Headings. The section headings in this Agreement are for convenience and
DocuSign Envelope ID: 311EA311-7C61-41D9-B393-410A2B2A6A71
DPU-B Eng. CSA, Short Form T&M (10-2023)
10 of 22
reference only and shall not be construed or held in any way to explain, modify or add to
the interpretation or meaning of the provisions of this Agreement.
21. Severability. The provisions of this Agreement are severable. The invalidity,
or unenforceability of any one provision in this Agreement shall not affect the other
provisions.
22. Interpretation. The parties acknowledge that this Agreement in its final form
is the result of the combined efforts of the parties and that, should any provision of this
Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved
by construing this Agreement in favor of or against either party, but rather by construing
the terms in accordance with their generally accepted meaning.
23. Attorney's Fees. If either party is required to commence any proceeding or
legal action to enforce or interpret any term, covenant or condition of this Agreement, the
prevailing party in such proceeding or action shall be entitled to recover from the other
party its reasonable attorney's fees and legal expenses.
24. Exhibits. Each exhibit and attachment referenced in this Agreement is, by
the reference, incorporated into and made a part of this Agreement.
25. Precedence of Documents. In the event of any conflict between the body of
this Agreement and any exhibit or attachment hereto, the terms and conditions of the
body of this Agreement shall control and take precedence over the terms and conditions
expressed within the exhibit or attachment. Furthermore, any terms or conditions
contained within any exhibit or attachment hereto which purport to modify the allocation
of risk between the parties, provided for within the body of this Agreement, shall be null
and void.
26. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at law or in
equity.
27. No Third Party Beneficiaries. The rights, interests, duties and obligations
defined within this Agreement are intended for the specific parties hereto as identified in
the preamble of this Agreement. Notwithstanding anything stated to the contrary in this
Agreement, it is not intended that any rights or interests in this Agreement benefit or flow
to the interest of any third parties.
28. Extent of Agreement. Each party acknowledges that they have read and
fully understand the contents of this Agreement. This Agreement represents the entire
and integrated agreement between the parties with respect to the subject matter hereof
and supersedes all prior negotiations, representations or agreements, either written or
oral. This Agreement may be modified only by written instrument duly authorized and
executed by both the City and the Consultant.
29. The City Manager, or designee, is hereby authorized and directed to
execute and implement this Agreement. The previous sentence is not intended to
delegate any authority to the City Manager to administer the Agreement, any delegation
of authority must be expressly included in the Agreement.
[Signatures follow on the next page.]
DocuSign Envelope ID: 311EA311-7C61-41D9-B393-410A2B2A6A71
DPU-B Eng. CSA, Short Form T&M (10-2023)
11 of 22
IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, the day and year first above written.
CITY OF FRESNO,
a California municipal corporation
By:
Brock D. Buche, PE, PLS
Director of Public Utilities
ATTEST:
TODD STERMER, CMC
City Clerk
By:
Deputy
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
By: _____________________________
Christine C. Charitar Date
Deputy City Attorney
REVIEWED BY:
Joseph De George, MS, MBA
Project Manager
Department of Public Utilities
Addresses:
CITY:
City of Fresno
Attention: Joseph De George
Project Manager
1626 E Street
Fresno, CA 93706
Phone: (559) 621-1619
E-mail: Joseph.DeGeorge@fresno.gov
PARTNERS IN CONTROL INC., dba
ENTERPRISE AUTOMATION,
A California Corporation
By:
Name:
Title:
(If corporation or LLC., Board Chair, Pres.
or Vice Pres.)
By:
Name:
Title:
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Any Applicable Professional License:
Number:
Name:
Date of Issuance:
CONSULTANT:
Enterprise Automation
Attention: Josh Riley
President
9050 Irvine Center Dr.
Irvine, CA 92618
Phone: (949) 769-6000
E-mail: Josh.Riley@eaintegrator.com
Attachments:
1. Exhibit A - Scope of Services
DocuSign Envelope ID: 311EA311-7C61-41D9-B393-410A2B2A6A71
2/26/2024
2/26/2024
Josh Riley
President
Secretary
Preston Hopson
2/26/2024
N/A
2/27/2024
3/25/2024
3/25/2024
Tina M. Your
13 of 20
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
DPU-B Eng. CSA, Short Form T&M (10-2023)
DocuSign Envelope ID: 311EA311-7C61-41D9-B393-410A2B2A6A71
DPU-B Eng. CSA, Short Form T&M (10-2023)
Exhibit A
14 of 22
EXHIBIT A
SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno (City)
and Enterprise Automation (Consultant)
On-Call Supervisory Control and Data Acquisition support
services
1.1 Source Control
EA established a Source Control system for the City in 2010 that contains backups of all
SCADA asset configurations for the NE SWTF, T3 SWTF, and Distribution systems. EA
will continue to manage this system and will work with the City to ensure we have the
latest versions.
1.2 Test Platform
EA currently hosts the City’s test platform at our office in Irvine, which consists of a City
owned server configured with all software required to replicate the City’s on-site NE SWTF,
T3, and Groundwater Distribution SCADA systems. The City also manages their own on-
premises test platform, which EA helped implement. EA will continue to maintain the off-site
test platform, which acts as an important tool to develop and test system software
modifications in an isolated environment, eliminating risks to personnel, equipment, and
system operation.
1.3 Software and Operating System Update Support
EA follows a proven strategy of establishing a Windows Server Update Services (WSUS)
server that enables the efficient management and distribution of updates and hotfixes
released by Microsoft for their Operating Systems (OS) and related software. Since
successfully implementing a WSUS server on the City’s test platform, WSUS updates have
been executed no less than twice a year.
In addition to OS updates, EA routinely monitors the City’s SCADA software vendors for
new version releases, patches, and service packs. EA will advise the City when upgrades
can be safely deployed, and when the City is ready, EA will work with the City to deploy
those upgrades. EA will also ensure that a fallback plan is in place to ensure that the system
can be recovered if an update fails.
1.4 Change Management System
In 2017, EA implemented a Change Management system for the City which allows EA’s
engineers to log a change request, develop a proposed solution and price, obtain
authorization to implement the change, and log all notes within a single interface. The
Change Management system allows EA to seamlessly track and address all change
requests that the City may require.
DocuSign Envelope ID: 311EA311-7C61-41D9-B393-410A2B2A6A71
DPU-B Eng. CSA, Short Form T&M (10-2023)
Exhibit A
15 of 22
1.5 Software License Renewals
The City’s SCADA platforms consist of a wide variety of hardware and software
components. Due to the mission critical nature of these systems, EA previously established
an automated software support contract tracking system leveraging ‘Mantis’ software for the
City.
If we are awarded, this system will be updated to ensure all SCADA software and hardware
support licenses are logged and tracked for all sites associated with this contract. EA has
provided license renewal services for the City through previous support contracts and will
continue to do so through this contract.
1.6 Annual Operational Training
EA will provide training to City staff, which is typically provided in conjunction with the
deployment of new software or features through SCADA and Capital Projects but can also
be pre-planned to support staff development. EA will prepare a training manual for each
topic covered and will accommodate a variety of shift schedules and staff skill levels to
provide customized courses.
1.7 Planning and Budgeting
The best approach to ensure the needs of our clients are met is to establish a multi-year
action plan which provides a clear, measurable roadmap to achieving the desired results.
This action plan also sets long term financial expectations and ensures that each project
undertaken is consistent with the overall goals. Annually, EA will conduct one or more
planning meetings with the City to review scheduled and suggested projects on a five-year
timeline.
1.8 Routine and Emergency Troubleshooting
EA will provide phone support, remote support, and on-site support in that order. Phone
support will be provided 24/7. Support outside of normal business hours is reserved for
critical problems that are threatening safety or production. Remote support and diagnosis
of problems by EA engineers can be provided, where necessary, via a City maintained VPN.
When necessary, EA engineers will be available for on-site support, with the City receiving
priority scheduling.
1.9 Monthly Reporting and Data Backfill
EA will assist the City in generating monthly “Automated Operational Metrics” reports and
can assist the City in performing necessary backfill of data across various levels of SCADA.
This backfill is potentially necessary due to gaps in processed data or errors discovered in
data. EA will provide support to the City’s IS staff to ensure reliable and complete data
collection when systems are taken offline for windows updates or for when other updates
are made.
1.10 Security Constraints
EA understands the importance of adhering to security constraints. EA has access to
members of the American Waterworks Association’s Cybersecurity Subcommittee,
DocuSign Envelope ID: 311EA311-7C61-41D9-B393-410A2B2A6A71
DPU-B Eng. CSA, Short Form T&M (10-2023)
Exhibit A
16 of 22
members of the Water Environment Federation Safety’s Cyber and Infrastructure Security
Committee, certified encryption specialists, secure infrastructure specialists, and CISSP
certified specialists. EA has also performed cyber security audits with personnel from the
Department of Homeland Security. We are committed to helping the City maintain and
improve security levels and will adhere to each of the security concerns discussed in the
City’s RFQ.
1.11 Design and Construction Capital Project Support
In addition to annual support, EA understands the need for and is capable of supporting
capital projects for the City throughout both the design and construction phases. EA will
provide services such as meeting facilitation/attendance, control strategy design/
implementation, controls design documentation development, design specification reviews,
PLC/SCADA programming, testing, deployment, and as-needed support through the
construction phase.
1.12 Project Risk Management
Our project managers act as a conduit for communications to our clients and are responsible
for ensuring all parties are actively identifying and mitigating risks. Our standard
communication protocols are designed to systematize the process of keeping our client’s and
EA’s project teams in sync. We believe that our clients should know what we are working on,
the status of their budget, and that their schedule is being maintained. Project Managers
accomplish this by using these tools:
Internal Team check-ins:
The PM and project team regularly meet to discuss task progress, budget forecasting, the
schedule, opportunities for efficiency and added value, and risk scenarios. These formal
meetings are a critical component to our success as they facilitate team coordination and
collaboration.
Risk Register
Risk mitigation starts before a project is initiated. When we challenge the project team to
develop a list of potential risks and maintain it on a regular basis, risk mitigation becomes
ingrained in the project approach.
Bi-weekly updates
Every other week, the PM will provide our client a summary of all ongoing activities. Via
email, we detail the status of upcoming tasks, deadlines, and milestones while highlighting
possible risks or budget conflicts. Schedule permitting and per client preference, we will
host webinars or calls to discuss updates.
Project tracking report
Once a month, the PM will develop a project tracking report that details the current progress
on all tasks. It allows our client to see, on a per-task basis, how much budget will be required
to complete a project and how we have performed on completed tasks. It is easily compared
to the original project estimate and empowers our clients to direct their budget according to
their priorities.
1.13 Quality Assurance and Quality Control
We have a mandatory quality assurance and quality control (QA/QC) program for all
DocuSign Envelope ID: 311EA311-7C61-41D9-B393-410A2B2A6A71
DPU-B Eng. CSA, Short Form T&M (10-2023)
Exhibit A
17 of 22
projects. We maintain this program based on the concept of continually improving quality
by:
• Identifying and resolving problems early so they do not re-occur
• Identifying and eliminating inefficiency and waste
• Reducing variability
• Increasing performance
Every document, program, or other deliverable, whether draft or final, undergoes a formal
review process prior to submittal. We accomplish this in the form of desk checks, peer
reviews, lead reviews, and architect consultations. We use these methods to ensure that
anything being delivered to the client has been reviewed by many qualified team members.
This QA/QC process covers all aspects of project delivery and integrates with project
management processes so that quality is maintained throughout the development of each
deliverable. Our quality plan will be included in each of our design submittals and follows
the Plan-Do-Check-Act model of improvement.
DocuSign Envelope ID: 311EA311-7C61-41D9-B393-410A2B2A6A71
DPU-B Eng. CSA, Short Form T&M (10-2023)
Exhibit A
18 of 22
SCHEDULE OF FEES
Engineering Rates
Rate Classification1 Standard Rate
Admin $ 105.00 / hr.
Engineering Intern $ 105.00 / hr.
I&C Technician 1* $ 140.00 / hr.
I&C Technician 2* $ 180.00 / hr.
Electrical Engineer 2* $ 180.00 / hr.
Electrical Engineer 3* $ 215.00 / hr.
CAD* $ 155.00 / hr.
Automation Project Engineer 1 $ 212.00 / hr.
Automation Project Engineer 2 $ 258.00 / hr.
Project Technical Lead $ 270.00 / hr.
Project Manager 1 $ 220.00 / hr.
Project Manager 2 $ 265.00 / hr.
Automation Architect $ 280.00 / hr.
Principal $ 335.00 / hr.
*Through Tetra Tech
1 Rate classifications charged are based on a project role/responsibility basis, not title, and could be adjusted during a
project’s duration if meaningful staff changes occur with prior notification.
Service Calls
Service calls covered by an Enterprise Automation service contract are prioritized while all other service
requests are dependent on existing schedules and the availability of engineering staff.
Overtime
Item Description
Time and a half Outside of normal business hours (8am-5pm), or time in excess of 10 hours
per day (unless otherwise arranged)
Double time Saturday, Sunday, and holidays (unless otherwise arranged)
General
Item Description
Travel time Charged at engineering rates
Vehicle mileage As per the published IRS mileage rate (if applicable)
Travel expenses At cost (if applicable)
Meals and incidentals GSA established per diem rate (if applicable)
Payment terms Net 30 days
Rates effective 11/1/2023 through 9/30/2024
DocuSign Envelope ID: 311EA311-7C61-41D9-B393-410A2B2A6A71
DPU-B Eng. CSA, Short Form T&M (10-2023)
Exhibit B
19 of 22
EXHIBIT B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno (City)
and Enterprise Automation (Consultant)
On-Call Supervisory Control and Data Acquisition support
services
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial
General Liability Coverage Form CG 00 01, providing liability coverage arising out of your
business operations. The Commercial General Liability policy shall be written on an
occurrence form and shall provide coverage for “bodily injury,” “property damage” and
“personal and advertising injury” with coverage for premises and operations (including the
use of owned and non-owned equipment), products and completed operations, and
contractual liability (including, without limitation, indemnity obligations under the
Agreement) with limits of liability not less than those set forth under “Minimum Limits of
Insurance.”
2. The most current version of Commercial Auto Coverage Form CA 00 01,
providing liability coverage arising out of the ownership, maintenance or use of
automobiles in the course of your business operations. The Automobile Policy shall be
written on an occurrence form and shall provide coverage for all owned, hired, and non-
owned automobiles or other licensed vehicles (Code 1- Any Auto).
3. Workers’ Compensation insurance as required by the State of California
and Employer’s Liability Insurance.
4. Professional Liability (Errors and Omissions) insurance appropriate to the
Consultant’s profession.
MINIMUM LIMITS OF INSURANCE
The Consultant, or any party the Consultant subcontracts with, shall maintain limits of
liability of not less than those set forth below.
1. COMMERCIAL GENERAL LIABILITY:
(i) $2,000,000 per occurrence for bodily injury and property damage;
(ii) $2,000,000 per occurrence for personal and advertising injury;
(iii) $4,000,000 aggregate for products and completed operations; and,
(iv) $4,000,000 general aggregate applying separately to the work
performed under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$2,000,000 per accident for bodily injury and property damage.
DocuSign Envelope ID: 311EA311-7C61-41D9-B393-410A2B2A6A71
DPU-B Eng. CSA, Short Form T&M (10-2023)
Exhibit B
20 of 22
3. WORKERS’ COMPENSATION INSURANCE as required by the State of
California with statutory limits.
4. EMPLOYER’S LIABILITY:
(i) $2,000,000 each accident for bodily injury;
(ii) $2,000,000 disease each employee; and,
(iii) $2,000,000 disease policy limit.
5. PROFESSIONAL LIABILITY (Errors and Omissions):
(i) $2,000,000 per claim/occurrence; and,
(ii) $4,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event the Consultant purchases an Umbrella or Excess insurance policy(ies) to
meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and
afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella
or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis
for the benefit of the City, its officers, officials, employees, agents, and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
The Consultant shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and the Consultant shall also be responsible for
payment of any self-insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain, or be
endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, agents, and volunteers are to be
covered as additional insureds. The Consultant shall establish additional insured status
for the City and for all ongoing and completed operations by use of endorsements
providing additional insured status as broad as that contained in ISO Form CG 20 10 11
85 or CG 20 10 04 13.
2. The coverage shall contain no special limitations on the scope of protection
afforded to the City, its officers, officials, employees, agents, and volunteers.
3. The Consultant’s insurance coverage shall be primary insurance with
respect to the City, its officers, officials, employees, agents, and volunteers. Any
insurance or self-insurance maintained by the City, its officers, officials, employees,
agents, and volunteers shall be excess of the Consultant’s insurance and shall not
contribute with it. The Consultant shall establish primary and non-contributory status on
the General Liability policy by use of ISO Form CG 20 01 04 13, or by an executed
endorsement that provides primary and non-contributory status as broad as that
contained in ISO Form CG 20 01 04 13.
DocuSign Envelope ID: 311EA311-7C61-41D9-B393-410A2B2A6A71
DPU-B Eng. CSA, Short Form T&M (10-2023)
Exhibit B
21 of 22
4. The Workers’ Compensation insurance policy is to contain, or be endorsed
to contain, the following provision: the Consultant and its insurer shall waive any right of
subrogation against the City, its officers, officials, employees, agents, and volunteers.
5. All policies of insurance required herein shall be endorsed to provide that
the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except
after thirty (30) calendar days written notice by certified mail, return receipt requested,
has been given to the City. The Consultant is also responsible for providing written notice
to the City under the same terms and conditions. Upon issuance by the insurer, broker,
or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, the
Consultant shall furnish the City with a new certificate and applicable endorsements for
such policy(ies). In the event any policy is due to expire during the work to be performed
for the City, the Consultant shall provide a new certificate, and applicable endorsements,
evidencing renewal of such policy not less than fifteen (15) calendar days prior to the
expiration date of the expiring policy.
6. Should any of the required policies provide that the defense costs are paid
within the Limits of Liability, thereby reducing the available limits by any defense costs,
then the requirement for the Limits of Liability of these polices will be twice the above
stated limits.
7. The fact that insurance is obtained by the Consultant shall not be deemed
to release or diminish the liability of the Consultant, including, without limitation, liability
under the indemnity provisions of this Agreement. The policy limits do not act as a
limitation upon the amount of indemnification to be provided by the Consultant. Approval
or purchase of any insurance contracts or policies shall in no way relieve from liability nor
limit the liability of the Consultant, its principals, officers, agents, employees, persons
under the supervision of the Consultant, vendors, suppliers, invitees, consultants, sub-
consultants, subcontractors, or anyone employed directly or indirectly by any of them.
CLAIMS-MADE POLICIES
If the Professional Liability (Errors and Omissions) insurance policy is written on a claims-
made form:
1. The retroactive date must be shown, and must be before the effective date
of the Agreement or the commencement of work by the Consultant.
2. Insurance must be maintained and evidence of insurance must be provided
for at least five (5) years after completion of the Agreement work or termination of the
Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to
provide not less than a 5-year discovery period.
3. If coverage is canceled or non-renewed, and not replaced with another
claims-made policy form with a retroactive date prior to the effective date of the
Agreement or the commencement of work by the Consultant, the Consultant must
purchase “extended reporting” coverage for a minimum of five (5) years completion of the
Agreement work or termination of the Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to the City
for review.
DocuSign Envelope ID: 311EA311-7C61-41D9-B393-410A2B2A6A71
DPU-B Eng. CSA, Short Form T&M (10-2023)
Exhibit B
22 of 22
5. These requirements shall survive expiration or termination of the
Agreement.
VERIFICATION OF COVERAGE
The Consultant shall furnish the City with all certificate(s) and applicable endorsements
effecting coverage required hereunder. All certificates and applicable endorsements are
to be received and approved by the City’s Risk Manager or designee prior to the City’s
execution of the Agreement and before work commences. All non-ISO endorsements
amending policy coverage shall be executed by a licensed and authorized agent or
broker. Upon request of the City, the Consultant shall immediately furnish City with
certificates of insurance for all insurance policies required under this Agreement, including
all endorsements. In the event of a claim against the Consultant relating to the
Consultant’s Scope of Services, the City reserves the right to require complete, certified
copies of all relevant insurance policies, including endorsements required by these
specifications, upon notice. This requirement shall survive expiration or termination of this
Agreement.
SUBCONTRACTORS
If the Consultant subcontracts any or all of the services to be performed under this
Agreement, the Consultant shall require, at the discretion of the City Risk Manager or
designee, subcontractor(s) to enter into a separate side agreement with the City to
provide required indemnification and insurance protection. Any required side
agreement(s) and associated insurance documents for the subcontractor must be
reviewed and preapproved by the City’s Risk Manager or designee. If no side agreement
is required, the Consultant shall require and verify that subcontractors maintain insurance
meeting all the requirements stated herein and the Consultant shall ensure that the City,
its officers, officials, employees, agents, and volunteers are additional insureds. The
subcontractors' certificates and endorsements shall be on file with the Consultant, and
the City, prior to commencement of any work by the subcontractor.
DocuSign Envelope ID: 311EA311-7C61-41D9-B393-410A2B2A6A71
DPU-B Eng. CSA, Short Form T&M (10-2023)
Exhibit C
23 of 22
EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
On-Call Supervisory Control and Data Acquisition support
services
YES* NO
1 Are you currently in litigation with the City of Fresno or any of
its agents?
2 Do you represent any firm, organization, or person who is in
litigation with the City of Fresno?
3 Do you currently represent or perform work for any clients who
do business with the City of Fresno?
4 Are you or any of your principals, managers, or professionals,
owners or investors in a business which does business with
the City of Fresno, or in a business which is in litigation with
the City of Fresno?
5 Are you or any of your principals, managers, or professionals,
related by blood or marriage to any City of Fresno employee
who has any significant role in the subject matter of this
service?
6 Do you or any of your subcontractors have, or expect to have,
any interest, direct or indirect, in any other contract in
connection with this Project?
* If the answer to any question is yes, please explain in full below.
Explanation:
Signature
Date
(Name)
(Company)
□ Additional page(s) attached.
(Address)
(City, State Zip)
DocuSign Envelope ID: 311EA311-7C61-41D9-B393-410A2B2A6A71
Partners in Control Inc
Irvine, Ca 92618
X
2/26/2024
X
N/A
X
X
X
X
Josh Riley
BA 2 0 2 3 1 5 7 7 3 8 5
Entity Details
Corporation Name PARTNERS IN CONTROL, INC.
Entity No.2926584
Formed In CALIFORNIA
Street Addres s of Pr inc ipal O ffic e of Cor por ation
Principal Address 9050 IRVINE CENTER DR., SUITE 200
IRVINE, CA 92618
Mailing Addr es s of Corporation
Mailing Address 3475 E. FOOTHILL BLVD.
PASADENA, CA 91107
Attention
Street Addres s of California O ffic e of Corporation
Street Address of California Office 9050 IRVINE CENTER DR., SUITE 200
IRVINE, CA 92618
O ffic er s
O ffic er Name O ffic er Addr es s Pos ition(s )
•JOSH RILEY 9050 IRVINE CENTER DR., SUITE 200
IRVINE, CA 92618
Chief Executive Officer
•Steven M Burdick 9050 IRVINE CENTER DR., SUITE 200
IRVINE, CA 92618
Chief Financial Officer
•Preston Hopson 9050 IRVINE CENTER DR., SUITE 200
IRVINE, CA 92618
Secretary
Additional O ffic er s
O ffic er Name O ffic er Addres s Pos ition Stated Pos ition
None Entered
Direc tors
The number of vacancies on Board of Directors is: 0
Direc tor Name Dir ec tor Addres s
•Richard A. Lemmon 9050 IRVINE CENTER DR., SUITE 200
IRVINE, CA 92618
Agent for Serv ic e of Proc es s
California Registered Corporate Agent (1505)C T CORPORATION SYSTEM
Registered Corporate 1505 Agent
Ty pe of Bus ines s
Type of Business INDUSTRIAL AUTOMATION
Email Notific ations
Opt-in Email Notifications Yes, I opt-in to receive entity notifications via email.
Labor J udgment
STATE OF CA LIFOR NIA
Office of the Secretary of State
STATEMENT OF INFOR MATION
C OR PORATION
California Secretary of State
1500 11th Street
Sacramento, California 95814
(916) 653-3516 B2171-8027 10/09/2023 2:20 PM Received by California Secretary of StatePage 1 of 2
For Office Use Only
-FILED-
File No.: BA20231577385
Date Filed: 10/9/2023
DocuSign Envelope ID: 311EA311-7C61-41D9-B393-410A2B2A6A71
No Officer or Director of this Corporation has an outstanding final judgment issued by the Division of Labor
Standards Enforcement or a court of law, for which no appeal therefrom is pending, for the violation of any wage
order or provision of the Labor Code.
Elec tronic Signatur e
By signing, I affirm that the information herein is true and correct and that I am authorized by California law to sign.
Richard A. Lemm on
Signature
10/09/2023
Date B2171-8028 10/09/2023 2:20 PM Received by California Secretary of StatePage 2 of 2
DocuSign Envelope ID: 311EA311-7C61-41D9-B393-410A2B2A6A71