HomeMy WebLinkAbout25K - AGMT ASSET MGMT SOFTWARE LICREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
JANUARY 16, 2018
TITLE:
APPROVE AGREEMENTS WITH AZTECA
SYSTEMS FOR ASSET MANAGEMENT
SOFTWARE LICENSING AND
MAINTENANCE, AND WITH WOOLPERT,
INC., FOR DATA COLLECTION AND
SOFTWARE IMPLEMENTATION SERVICES
(STRATEGIC PLAN NO. 6, 1)
' !q
CITY M6NAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 1n Reading
❑ Ordinance on 2nd Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
1. Authorize the City Manager and Clerk of the Council to execute an agreement with Azteca
Systems for licensing, maintenance, and support for specialized asset management software
to be used in the Public Works Agency, for the three-year term beginning January 16, 2018,
through January 15, 2021, in an amount not to exceed $75,000 per year, with the option to
renew annually after the end of the initial term by payment of the fees for the next maintenance
period, subject to nonsubstantive changes approved by the City Manager and City Attorney.
2. Authorize the City Manager and Clerk of the Council to execute an agreement with Woolpert,
Inc., for the collection of asset inventory data and the implementation of specialized asset
management software used in the Public Works Agency, for the three-year term beginning
January 16, 2018, through January 15, 2021, with the option to renew for two additional two-
year terms, exercisable by the City Manager and the City Attorney, in an amount not to exceed
$966,033, which includes a contingency of $87,821, subject to nonsubstantive changes
approved by the City Manager and City Attorney.
DISCUSSION
Of the many goals and objectives outlined in the City's Five -Year Strategic Plan, Strategic Goal
No. 6, Objective 1, focuses on Community Facilities, Infrastructure, and the establishment and
maintenance of a Community Investment Plan for all City assets. Successful implementation of
this strategic goal will require an investment in both Geographical Information Systems (GIS) and
Enterprise Asset Management technologies.
The Public Works Agency manages various assets including the street system (pavement,
sidewalks, medians, etc.), traffic control devices, (signs, signals, striping), water and wastewater
infrastructure, and other major assets (streetlights, storm drains, etc.). The value of these assets
25K-1
Agreement with Azteca Systems and Woolpert, Inc., for Asset
Management Software and Implementation Services
January 16, 2018
Page 2
is in the billions of dollars. However, the City does not have a,comprehensive system of tracking
assets in terms of their condition and optimizing the maintenance cycle of these assets.
The Benefit of Asset Management
Using a comprehensive asset management program to track and maintain assets will help staff in
anticipating and mitigating potential asset failures in advance. This program will also result in safety
and substantially achieving and increasing the life expectancy of the assets with full operational
capacity and at safe performance levels. Ultimately, this translates into millions of dollars in savings
through extending the life of these assets.
Asset Management and GIS in Santa Ana
The Public Works Agency is currently using Cityworks from Azteca Systems to manage work orders
for the water and sewer infrastructure, but is not using the asset management features of the
software. In this first phase of the Asset Management Implementation Project, Water and
wastewater assets will be migrated into the asset management system for testing in parallel with
the current system to ensure compatibility. Efforts will also be focused on the assets in the following
categories: pavement, traffic control devices, street lights, storm water control, and refuse
collection. Implementation efforts in the area of refuse collection will be focused on improving the
City's response to customer issues based on service locations and tracking refuse related assets.
Additional assets will be included in future phases as funding is budgeted.
The industry standard for asset management programs requires integration with Geographical
Information Systems (GIS). By combining the City's Asset Management Program with the
collection of asset GIS data, the City will further its goal of achieving a comprehensive Enterprise
GIS, as well. Although the Public Works Agency manages its GIS program and is considered the
heaviest user of GIS in the City, ultimately the benefits of this GIS -based Asset Management
Program could be extended to every City agency that has assets in its portfolio (i.e., parks and
playgrounds, City buildings and facilities, City -owned properties, etc.).
An assessment of the City's GIS and Asset Management needs was concluded in May 2017. The
consultant's final report included specifications for an asset management software system that
would meet the City's requirements. In progressing toward the next phase of the project, on
September 19, 2017, a Request for Proposals (RFP) was issued seeking a qualified firm(s) to
provide Asset Management Software and Implementation Services (Exhibit 1). To offer the City a
wider range of software options, asset management implementation firms were allowed to partner
with third -party software providers. The RFP also specified that the Proposer, if capable, could
offer GIS data collection services for an additional fee. Upon award of the agreement, the City
would allow the selected Proposer to assess the City's data inventory needs and collect the asset
information required to implement the software.
Selection Process
Six firms submitted proposals, which were reviewed by staff from the Public Works Agency and the
Information Technology Agency. The ranking criteria included the firms' experience and
methodologies, and the features and capabilities of the software. The top four firms were invited
to the interview phase of the RFP process, and the final ranking is as follows:
25K-2
Agreement with Azteca Systems and Woolpert, Inc., for Asset
Management Software and Implementation Services
January 16, 2018
Page 3
The team of Azteca Systems & Woolpert, Inc., achieved the highest overall score. Azteca Systems
is a sole -source provider of Cityworks asset management software, but they do not offer
implementation services. Woolpert, Inc., would provide the implementation services and GIS data
collection.
Project Timeline
Scope
Timeline
PROPOSED FEE
FIRM / TEAM
SCORE
IMPLEMENTATION
SOFTWARE
July — October 2018
System Finalization
October 2018 — January 2019
$75,000/yr.,
Azteca Systems & Woolpert
90.00
$378,212.00
unlimited PWA users
$ /A
Azteca Systems & Psomas
84.00
$399,999.00
unlimitted ed P PWA users
Implementation fee includes
MaintStar Inc.
76.25
$349,500.00
hosted, proprietary software
$75,000/yr.,
Infor & Advoco
66.75
$391,003.20
up to 37 users
The team of Azteca Systems & Woolpert, Inc., achieved the highest overall score. Azteca Systems
is a sole -source provider of Cityworks asset management software, but they do not offer
implementation services. Woolpert, Inc., would provide the implementation services and GIS data
collection.
Project Timeline
Scope
Timeline
Project Implementation Planning & Workflow Analysis
March — June 2018
System Configuration
June — October 2018
Develop Application Interfaces & Customizations
July — October 2018
System Finalization
October 2018 — January 2019
System Go -Live
February 2019
Ongoing System Enhancement, Support and Phase
Two Planning and Implementation
February 2019 — January 2021
Based on the results of the RFP process, staff is recommending entering into an agreement with
Azteca Systems for the licensing of the asset management software in Public Works in an amount
not to exceed $75,000 per year for three years (Exhibit 2). Staff is also recommending entering
into an agreement with Woolpert, Inc., for a total amount not to exceed $966,033, comprised of
$378,212 for Asset Management Implementation Services, up to $500,000 for GIS Asset Inventory
Data Collection, and a 10% contingency in the amount of $87,821 for additional services to be
elected at the City's sole discretion (Exhibit 3).
STRATEGIC PLAN ALIGNMENT
Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities &
Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City
assets).
ENVIRONMENTAL IMPACTS
There is no environmental impact associated with this action.
25K-3
Agreement with Azteca Systems and Woolpert, Inc., for Asset
Management Software and Implementation Services
January 16, 2018
Page 4
FISCAL IMPACT
The project costs for the three-year term of these agreements are summarized as follows:
VENDOR PROJECT
COSTTOTAL
$47,883
Azteca Systems Asset Management Software Licensing
$225,000
$225,000
$75, 000 annually)
Woolpert, Inc. Asset Management Software
$378,212
Implementation
Special Gas Tax
$500,000
$966,033
GIS Data Collection
$5,844
02917620-62300
$87,821
10% Contingency
Federal Clean Water Enterprise
$68,735
TOTAL PROJECT NOT TO EXCEED:
$1,191,033
Project funding and estimated spending plan for FY 2017-18 and subsequent fiscal years are
identified in the table below. In future years, the funding distribution will be re -budgeted based on
fund availability.
Transportation Engineering
$0
$47,883
$26,844
$8,801
01117620-62300
Traffic Signal Maintenance
Special Gas Tax
$27,427
$18,080
$4,110
$5,844
02917620-62300
Federal Clean Water Enterprise
$68,735
$45,309
$10,300
$14,645
05717640-62300
Water Enterprise
$121,489
$80,083
$18,205
$25,886
06017645-62300
Maintenance Enterprise
Sanitation
$33,317
$21,962
$4,992
$7,099
06817643-62300
Refuse Collection Enterprise
$109,710
$72,318
$16,440
$23,376
06917640-62300
Construction Engineering
$0
$71,483
$40,074
$13,139
08617611-62300
Design Engineering
$0
$81,723
$45,815
$15,022
08617612-62300
Development Engineering
$54,855
$36,159
$81220
$11,688
10117605-62300
FISCAL YEAR TOTALS:
$415,533
$475,000
1 $175,000
$125,500
TOTAL PROJECT FUNDING:
$1,191,033
25K-4
Agreement with Azteca Systems and Woolpert, Inc., for Asset
Management Software and Implementation Services
January 16, 2018
Page 5
Fred Mousavipour
Executive Director
Public Works Agency
14 `
lJa
< Ciulla
C of Technology Innovations Officer
I ormation Technology Department
APPROVED AS TO FUNDS & ACCOUNTS:
anciscbJGutierrez
Executive Director
Finance & Management Services Agency
FM/MLM/TB
Exhibits: 1. RFP #17-101— Enterprise Asset Management Software Selection and
Implementation Services
2. Agreement with Azteca Systems
3. Agreement with Woolpert, Inc.
25K-5
25K-6
Exhibit 1
REQUEST FOR PROPOSALS (RFP)
FOR
ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND
IMPLEMENTATION SERVICES
RFP NO.: 17-101
CITY OF SANTA ANA
PUBLIC WORKS AGENCY
20 Civic Center Plaza
Santa Ana, CA 92701
Trevor Burgan
Project Manager
(714) 647-5657 Office
tburgan@santa-ana.org
fnr Release -
iFred Mousavipour
Executive Director
Public Works Agency
KEY RFP DATES (Subject to change at discretion of City):
Issue Date:
September 19, 2017
Deadline for Requests for Information:
October 5, 2017; 9:00am
Proposal Due Date:
October 19,2017; 4:00pm.
Presentation/Interviews:
November 1-2,2017
Projected Award Date:
December 5, 2017
City of S9iJKKgJ¢P 17-101
NOTICE INVITING PROPOSALS
NOTICE IS HEREBY GIVEN that proposals will be received from qualified firms for the ENTERPRISE
ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES project.
Responses to this Request for Proposals (RFP) will be accepted until Thursday October 19 2017 at 4.00 p.m.
Proposals received after this date/time will not be considered. It is the responsibility of the Proposer to ensure
that any proposals submitted have sufficient time to be received by the City of Santa Ana prior to this proposal
due date and time.
Proposals shall be enclosed in a sealed envelope and marked clearly with following information, formatted as
follows:
"SEALED PROPOSAL FOR
RFP NO. 17-101
ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION
AND IMPLEMENTATION SERVICES
IN THE CITY OF SANTA ANA
DO NOT OPEN WITH REGULAR MAIL."
City of Santa Ana
Ann.: Trevor Burgan
Public Works Agency;
20 Civic Center Plaza; 4th Floor Reception, Ross Annex
Santa Ana, CA 92701
Proposals shall be mailed hand delivered or sent by courier service
Proposals shall NOT be sent via telegraphic, electronic, or facsimile.
All notifications, updates, and addenda will be posted on the City's RFP Bid page at www.santa-ana.orp,/bids-
rbs. Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation.
Failure to respond to required updates may result in a determination of a non-responsive proposal.
City of Sant63 6P 17.101
TABLE OF CONTENTS
GENERAL
II. PROPOSAL TERMS AND CONDITIONS..........................._........................................................................................4
A. EXAMINATION...................................................................................................................................................5
B. EXECUTION OF AGREEMENT.........................................................................................................................5
C. PROPOSAL VALIDITY.......................................................................................................................................5
D. PRE -CONTRACTUAL EXPENSES.....................................................................................................................5
E. JOINT OFFERS/SUBCONSULTANTS...............................................................................................................5
III. INSTRUCTIONS TO PROPOSERS................................................................................................................................5
AWARD OF AGREEMENT...........................................................................................................................................10
A. REQUEST FOR COUNCIL ACTION................................................................................................................10
B. EXECUTION OF AGREEMENT.......................................................................................................................10
A.
CITY RESPONSIBILITIES..................................................................................................................................5
IMPLEMENTATION......................................................................................................................................................10
A. KICK-OFF MEETING........................................................................................................................................10
B. NOTICE TO PROCEED......................................................................................................................................10
B.
PROPOSER RESPONSIBILITIES........................................................................................................................5
PUBLIC RECORDS........................................................................................................................................................10
C.
REQUEST FOR INFORMATION OR CLARIFICATION..................................................................................6
D.
ADDENDA............................................................................................................................................................6
E.
LICENSES & PERMITS.......................................................................................................................................6
F.
INSURANCE.........................................................................................................................................................6
G.
PAYMENT INFORMATION PACKET...............................................................................................................6
H.
PRE -PROPOSAL MEETING................................................................................................................................6
I.
CITY RIGHT TO REJECT....................................................................................................................................7
A.
J.
PROTESTS............................................................................................................................................................7
B.
IV. SUBMITTAL REQUIREMENTS.....................................................................................................................................
AWARD OF AGREEMENT...........................................................................................................................................10
A. REQUEST FOR COUNCIL ACTION................................................................................................................10
B. EXECUTION OF AGREEMENT.......................................................................................................................10
A.
GENERAL.............................................................................................................................................................7
IMPLEMENTATION......................................................................................................................................................10
A. KICK-OFF MEETING........................................................................................................................................10
B. NOTICE TO PROCEED......................................................................................................................................10
NUMBER OF COPIES AND SIGNATURE
PUBLIC RECORDS........................................................................................................................................................10
1. ..........................................................................................7
2. DEADLINE.............................................................................................................................................7
B.
PROPOSAL CONTENTS......................................................................................................................................7
1. STATEMENT OF QUALIFICATIONS..................................................................................................7
2. SCOPE OF SERVICES & SCHEDULE.................................................................................................9
3. FEE PROPOSAL.....................................................................................................................................9
4. CERTIFICATIONS.................................................................................................................................9
V. PROPOSAL REVIEW (CONSULTANT SELECTION)...............................................................................................9
A.
EVALUATION AND RATING............................................................................................................................9
B.
SELECTION..........................................................................................................................................................9
VI.
AWARD OF AGREEMENT...........................................................................................................................................10
A. REQUEST FOR COUNCIL ACTION................................................................................................................10
B. EXECUTION OF AGREEMENT.......................................................................................................................10
VII.
IMPLEMENTATION......................................................................................................................................................10
A. KICK-OFF MEETING........................................................................................................................................10
B. NOTICE TO PROCEED......................................................................................................................................10
VIII.
PUBLIC RECORDS........................................................................................................................................................10
APPENDIX
ATTACHMENT 1: SCOPE OF WORK
ATTACHMENT 2: STANDARD AGREEMENT
ATTACHMENT 3: CERTIFICATIONS
ATTACHMENT 4: ADDITIONAL PROVISIONS
City of L�rg&a JFP 17-101
''o fmal
I. GENERAL
Nature of Work:
The City of Santa Ana is seeking to select and implement an Enterprise Asset Management software
solution. A detailed Scope of Work is included in ATTACHMENT 1: SCOPE OF WORK in the
Appendix of this RFP.
Number of Proposals and Signature,
The submittal shall include:
• Four (4) hard copies and one (1) digital file on a labeled USB Flash Drive (or equivalent).
One of the hard copies shall be marked as "ORIGINAL" and shall be signed by a
company official with the power to bind the company.
• One (1) copy of your Fee Proposal shall be submitted. See ATTACHMENT 1: SCOPE
OF WORK for additional information regarding the Fee Proposal submittal.
Proposal Evaluation and Rating:
The criteria for evaluating the proposals submitted will take the following items into consideration:
• Firm/Team Experience
20%
• Understanding of Need / Scope of Work
30%
• Relevant Project Experience / References
10%
• Software Functionality
25%
• Fee
15%
The City has established a proposal review committee to evaluate proposers based on the response to
the RFP, which includes adherence to outlined directions and format, and the City evaluation criteria
set forth above. A final score will be calculated for each submitted proposal and used to rank the
proposers.
Term of Contract Agreement:
Subject to City Council approval, the City desires to enter into a contract with the selected firm(s)
for an initial three (3) year term with a City option for two, two (2) year extensions. This term is
outlined in the Standard Consultant Agreement, as contained in ATTACHMENT 2: STANDARD
AGREEMENT in the Appendix of this RFP.
Il. PROPOSAL TERMS AND CONDITIONS
By submitting a proposal, the Proposer acknowledges that it has thoroughly examined and accepts
the Terms and Conditions of this RFP as described below:
City of Santa Ana RFP 17-101
2 011 PH .410
A. EXAMINATION
Proposer represents that it has thoroughly examined and become familiar with the services and
responsibilities required this RFP and that it is capable of effectively and efficiently performing
quality work to achieve the City's objectives. Any attachments referenced herein or any
interpretations, clarifications, or amendments subsequently posted in the relation to this RFP are
fully incorporated.
B. EXECUTION OF AGREEMENT
The City and the selected Proposer will enter into an Agreement similar to that as shown in
ATTACHMENT 2: STANDARD AGREEMENT in the Appendix of this RFP. If a Proposer is
unwilling or unable to execute an Agreement within thirty (30) days after being notified of
selection under this RFP, the City reserves the right to select the next most qualified Proposer or
call for new proposals, whichever the City deems most appropriate.
C. PROPOSAL VALIDITY
Services, pricing, and warranties indicated in a respondent's proposal must be valid for a period
of six (6) months after the submission of the proposal.
D. PRE -CONTRACTUAL EXPENSES
Santa Ana shall not, in any event, be liable for any pre -contractual expenses incurred by
Proposers in the preparation of its proposal.
E. JOINT OFFERS/SUBCONSULTANTS
Two or more Proposers may submit a single proposal in response to this RFP as long as there is a
clear distinction as to which tasks each Proposer will perform. While the City intends to contract
with a single firm, it may decide to contract with multiple firms separately. Should the use of
sub -consultants be offered, the Proposer shall provide the same assurances of competence for the
sub -consultant plus the demonstrated ability to manage and supervise the subcontracted work.
Sub -consultants shall not be allowed to further subcontract with others for work under the
Agreement. The provisions of the Agreement shall apply to all sub -consultants in the same
manner as the Proposer.
III. INSTRUCTIONS TO PROPOSERS
A. CITY RESPONSIBILITIES
The City will provide information in its possession relevant to preparation of required
information in RFP. The City will provide only the staff assistance and documentation
specifically referred to herein.
B. PROPOSER RESPONSIBILITIES
Point of Contact: The selected Proposer will assume responsibility for all services in its proposal.
The selected Proposer shall identify a sole point of contact with the greatest knowledge in regard
City of25 eff 17-101
to the required service operations and contractual matters, including payment of any and all
charges resulting from the Agreement.
Evidence of Financial Capacity: Proposer may be requested to submit its most recent audited
financial statement, evidencing Proposer's financial capacity to fully perform the required
services, including provision of equipment and personnel expenses over a ninety (90) day period.
If said financial statement does not reflect full ninety (90) day operational capacity, Proposer
may include a letter of credit as evidence of supplemental capacity.
C. REQUEST FOR INFORMATION OR CLARIFICATION
All questions or requested clarifications shall be made in writing via e-mail to the Project
Manager (contact information as noted on the cover page to this RFP) by or before the "Deadline
for Requests for Information" date noted on the cover page of this RFP. No verbal requests or
responses will be accepted. Significant interpretations or clarifications will be addressed via
addenda to this RFP, as indicated below in SECTION III.D "ADDENDA".
D. ADDENDA
Any changes in RFP from the date of release to date of submittal will result in an addendum or
amendment. Notification of such addendum or amendment shall be posted on City's website,
www.santa-ana.ore/bids-rfos
E. LICENSES & PERMITS
The selected Proposer shall be required to obtain a City of Santa Ana Business license within ten
(10) business days of selection and must provide a copy to the City Project Manager or designee
prior to commencing any work in Santa Ana.
Additionally, Proposer will be responsible for obtaining any licenses/permits required by the
Scope of Work.
F. INSURANCE
The selected Proposer shall provide the required evidence of insurance coverage as set forth in the
standard agreement within ten (10) business days after receipt of notice of award.
G. PAYMENT INFORMATION PACKET
The selected Proposer shall return a completed payment information packet within ten (10)
business days after the successful Proposer has received notice that the agreement has been
awarded. The packet is available on the City's website: www.santa-ana.org/bids-rft)s
H. PRE -PROPOSAL MEETING
A pre -proposal meeting, if scheduled, will occur on the date, time, and location identified on the
cover page of this RFP. The meeting will include discussion of the project scope and a question -
and -answer session. It is highly recommended that the Proposer's key team members attend this
meeting. Significant interpretations or clarifications will be addressed via addenda to this RFP,
as described above in SECTION III.D "ADDENDA".
City of Santa Ana RFP 17-101
25KA 2
I. CITY RIGHT TO REJECT
The City reserves the right to reject any or all proposals submitted and no representation is made
hereby that any agreement will be awarded pursuant to this RFP or otherwise.
The City reserves the right to accept or reject the combined or separate components of this
proposal in part or in its entirety or to waive any minor inconsistency, informality or technical
defect in the proposal.
The City reserves the right to reject, replace, and approve any and all subcontractors. All
subcontractor(s) shall be identified in the response to the RFP. Subcontractors shall be the
responsibility of the successful Proposer and the City shall assume no liability of such
subcontractors.
J. PROTESTS
Proposers with concerns or rebuttal of any staff determination of non -responsiveness or non -
responsibility may submit, in writing, within five (5) business days, to the Project Manager, any
concerns regarding the RFP process or staff determination. Such writing shall be considered by
the City Manager or his designated representative, and may be acted upon within five (5)
business days. If no action is taken within such time, there shall be no change to the staff
determination. The exercise by Proposer of its right to submit written concerns shall be a
condition precedent to seeking judicial review of any award of a contract hereunder.
IV. SUBMITTAL REQUIREMENTS
A. GENERAL
1. NUMBER OF COPIES AND SIGNATURE
Refer to SECTION I "GENERAL" above.
2. DEADLINE
Proposals are due to the City of Santa Ana at the date, time, and location set forth above in
the Notice Inviting Proposals.
B. PROPOSAL CONTENTS
A responsive proposal shall contain the following documentation:
1. STATEMENT OF QUALIFICATIONS
The Statement of Qualifications shall be limited to a MAXIMUM of (10) DOUBLE -SIDED
PAGES (excluding front and back covers, section dividers and attachments such as resumes,
forms). Font size shall be minimum 11 -point Arial. Proposal exhibits shall be maximum 11"
x 17". The Statement of Qualifications includes the following:
a. Cover Letter
Proposals shall include a letter signed by a principal or authorized representative who can
make legally binding commitments for the entity. Include type of business entity. The
City of tarn JP 17-101
cover letter will specify the key contact for the proposal and include the following
information.
• Name of the key contact.
• Phone number of the key contact.
• E-mail address of the key contact.
If this information is missing from the cover letter, the proposal may be considered non-
responsive and may not be accepted.
b. Agreement Statement
Proposal shall include a statement ouflining your concurrence or concerns with any and
all provisions as contained in the standard agreement attached as ATTACHMENT 2:
STANDARD AGREEMENT in the Appendix of this RFP.
c. Firm and Team Experience
Proposal shall include a profile of the firm's experience. Include resumes of project
team/sub-contractors that outline their technical and design experience. Should multiple
firms choose to submit one proposal together, they should include information for both
firms.
At a minimum, this should include the project manager/principal agent, associates in
charge when project manager/principal agent is unavailable, key personnel, firm size, and
an organization chart identifying only those who will perform work for the proposed
project and the percentage of each individual's time devoted to this project. The project
manager/principal agent shall be the primary contact person to represent your firm.
d. Understanding of Need
Proposal shall include an outline which demonstrates the firm's understanding of the
scope of work. This outline should include anticipated approach, tasks necessary for
successful completion, and suggestions or special concerns that the City should be made
aware of.
e. Relevant Project Experience / References
Proposal shall include a list of relevant nroiects which your firm or personnel have
completed within the last ten (10) years, including significant work with public agencies.
Project information should include reference information, such as project description,
year completed, client name, along with a person to contact and their telephone
number/e-mail address.
Availability
Proposal shall include a written statement which provides information on the Proposer's
current workload and how this project would be accommodated (availability of skilled
labor force). This information should be included for all identified members of the project
team. (Example statement: The project manager will complete 80% of the proposed
project and will allocate 60% of his total time to the proposed project.)
City of Santa Ana RFP 17-101
26KA 4
2. SCOPE OF SERVICES & SCHEDULE
Proposal shall include a Scope of Services and Project Schedule which details the work
phases to be completed, the tasks to be accomplished, the deliverables to be provided, and the
schedule/timeline to complete the project, based upon the requested Scope of Work, detailed
in Attachment 1, which is included in the Appendix of this RFP. The proposal shall also
include the completed Uniform Response Matrix as detailed in the Scope of Services. The
Scope of Services and Project Schedule shall be limited to a MAXIMUM of (5) DOUBLE -
SIDED PAGES. Font size shall be minimum 11 -point Arial. Proposal exhibits shall be
maximum 11" x 17".
3. FEE PROPOSAL
Proposer's fee proposal shall be submitted concurrently with the technical proposal, but in a
separately sealed envelope, clearly labeled as "Fee Proposal." This shall include the firm's
Standard Hourly Fee Schedule, and/or a Project Fee Schedule where applicable and as
outlined in the Scope of Work.
Where fees are NOT included as part of evaluation criteria, the fee proposal will not be
opened until the proposals have been evaluated by the proposal selection committee. The
City will select the consultant based on qualifications, and then negotiate a contract price
based on available funding.
Where fees ARE included as part of the evaluation criteria, the fee proposal will be opened
and reviewed concurrently with the proposal, and weighted per the percentage identified in
SECTION I "GENERAL" above.
4. CERTIFICATIONS
The following forms, included in ATTACHMENT 3: CERTIFICATIONS in the Appendix
of this RFP, shall be signed and included as part of the proposal submittal package:
• Non -Collusion Affidavit
• Non -Lobbying Certification
• Non -Discrimination Certification
V. PROPOSAL REVIEW (CONSULTANT SELECTION)
A. EVALUATION AND RATING
Refer to SECTION I "GENERAL" above.
B. SELECTION
The committee may choose to interview the top ranking proposers. The City will recommend
award of the agreement to the proposer(s) who will provide the best quality and value to the City.
City reserves the right to begin negotiations and enter into an agreement without interview or
further discussions.
City oft 4naFF 17-101
VI. AWARD OF AGREEMENT
A. REQUEST FOR COUNCIL ACTION
Following evaluation and rating by the proposal review committee, the Executive Director will
recommend award of an agreement to the proposer providing the best quality and value to the
City.
B. EXECUTION OF AGREEMENT
A standard agreement is included as ATTACHMENT 2: STANDARD AGREEMENT in the
Appendix of this RFP. "Proposer" will hereinafter be referred to as "Consultant" in standard
agreement. The term of the agreement will begin after the agreement is fully executed, and all
required bonds, insurance documents and contents of the payment information packet have been
received and approved.
VII. IMPLEMENTATION
A. KICK-OFF MEETING
A kick-off meeting will be held after award of contract. Consultant and its team will meet with
City of Santa Ana staff to conduct introductions, and discuss scope of services and
implementation process.
B. NOTICE TO PROCEED
Following the kick-off meeting, a formal Notice to Proceed (NTP) may be issued after the
agreement is fully executed, and all insurance documents and contents of the Payment
Information Packet have been received and approved.
VIII. PUBLIC RECORDS
All responses to the RFP shall become property of the City, and proposals will become public record
after award of agreement. Proposer information identified as proprietary information shall be
maintained confidential, to the extent allowed under the California Public Records Act.
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Appendix
ATTACHMENT 1: SCOPE OF WORK
Introduction and Background
The purpose of this RFP is to solicit proposals from software suppliers, value added resellers and/or system
integrators, working together or separately, who can demonstrate that they possess the organizational,
functional, and technical capabilities to provide and implement an Enterprise Asset Management System
(EAMS)/Computerized Maintenance Management System (CMMS) solution that meets the City's needs and is
tightly integrated with ESRI ArcGIS.
Santa Ana is the county seat and second most populous city. in Orange County, California. The United States
Census Bureau estimated its 2011 population at 329,427, making Santa Ana the 57th most -populous city in the
United States. Santa Ana is located in Southern California, adjacent to the Santa Ana River, about 10 miles (16
km) away from the California coast. Founded in 1869, the city is part of the Greater Los Angeles Area, the
second largest metropolitan area in the United States with almost 18 million residents in 2010.
Proiect Objectives
The objective of this project is to develop and implement software that manages infrastructure asset -related data
relating to field inspections, asset management, work order management, lifecycle management, asset
criticality, and replacement planning and reporting.
The City has set an initial budget of approximately $400,000 for the implementation effort and $75,000 for the
acquisition of software licensing. The City desires a two-year implementation schedule for tasks outlined in the
scope of work. The City will work with the selected Consultant to prioritize the work to ensure that higher
priority projects are completed first and within the City's initial budget.
The overall goal of the EAMS is to provide the City with the following benefits
• Provide the City with industry standard "best practices" for the management of City -owned assets.
• Improve overall service responsiveness and accountability
• Improve data integrity and reduce staff hours spent in locating key data
• Allow the City to maximize its infrastructure investment by scheduling asset maintenance before failure
(lifecycle analysis).
The ideal essential features and functions of this software will:
• Enable field operations via a mobile application related to GIS -based assets and related work
management to perform and schedule preventative maintenance or inspection tasks.
• Provide standard and customizable reports, executive dashboards and metrics related to asset
management.
• Host a configurable application accessible via a standard Internet browser that enables automation of
asset related tasks, inputs for asset criticality and other lifecycle analysis (for example, COF/POF).
• Manage documents associated with specific assets and systems either by linking to an existing EDMS or
internally within the EAMS.
• Tightly integrate with ESRI ArcGIS and use GIS -based attributes and related tables for system
functions, calculations, and reporting.
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• Implement a complete commercial off-the-shelf (COTS) software application solution that provides full
functionality in a single, integrated solution.
This RFP is focused on the implementation of the EAMS/CMMS for the Public Works Agency and does not
include data collection or implementation tasks for other City agencies or departments.
CURRENT ASSET MANAGEMENT ENVIRONMENT
Santa Ana's Public Works Agency (PWA) builds and maintains the infrastructure and services that serve the
community. PWA currently uses a variety of non-integrated solutions for asset management and service
request tracking. Asset Management applications at the City represent various software and databases that are
used for specific departmental purposes. The current asset management approach is characterized by disjointed
and inadequate approaches for asset policy development, asset inventory, work management, information
gathering and analysis, and information systems integration. The existing approaches represent a mix of
historical practices and newer modernization initiatives that have emanated from silos of varying business
practices.
The following list illustrates the collection of asset management -related applications serving specific purposes
within the Public Works Agency of the City. Most of the applications reference information is location based
with some integrated with underlying GIS technology.
• App -Order — web -based service request management; tracks requests for service among various
departments (i.e. MySantaAna).
• Arbor Access Online - hosted software used by West Coast Arborists to track tree inventory,
maintenance history, and work orders.
• CIP Database — The City uses a custom SQL server database application to manage CIP project
information.
• Citvworks — used by Public Works Water Division for work order management at pump stations,
reservoirs, and lift stations.
• Bentley CivilStorm — used for modeling the storm drain network.
• IDModeline Sedaru — used by PWA for hydraulic modeling.
• iWater— InfraMan — mobile field work management software used by PWA Water.
• PAVER / StreetSaver — pavement management software used by PWA Engineering.
• Traffic Division Database Applications — Microsoft Access Database applications used to track requests
for service, installations of signs and pavement markings, etc.
• Transdyn Dynac SCADA — used by PWA Water to monitor and control production facilities, reservoirs
and distribution network.
Mobile Computing
Mobile computing provides field users with access to applications and data that are spatially enabled to
assist in recording and analysis of data based on location. The following mobile applications for asset
management are currently being used by the City.
• Cit orks — used for Public Works Water plant maintenance work orders, but designed for field use in
utility distribution system and facility asset maintenance.
• iWater — InfraMau —used by Public Works Water for managing water distribution system maintenance
activities.
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• Ann -Order — citizen engagement phone application for graffiti tracking, utility maintenance requests,
city sign inventory and maintenance requests, illegal dumping, and other service requests.
The Public Works Agency desires to integrate the results of these efforts into one solution, starting with the
assets that are not currently managed and then eventually progressing to the migration of all assets into one
unified system.
Description of Work
SCOPE OF SERVICES
Using the findings from the City's recently completed Enterprise GIS and Asset Management Implementation
Plan project, the City has established a base level of requirements for the CMMS/EAMS. Using these
requirements the City will select a CMMS/EAMS solution from the results of this RFP. The City intends to
enter into an agreement to purchase software licenses from the selected Vendor.
Software requirements
The City desires an integrated "off-the-shelf' solution that will meet its core requirements out of the box with
minimal modifications, but the City is not opposed to customization if it is required. The goal of this strategy is
to optimize system utilization for all users, improve response times, reduce errors, reduce manual efforts,
improve analytical capabilities, and improve customer service. The City intends to minimize its total cost of
ownership without any degradation in performance and level of service, and to implement a system in which it
can remain on the system's upgrade path with minimal cost and business impact.
• The City is looking for the most cost-effective approach to license acquisition. This could be either an
enterprise license for all users of the City at one annual cost or it could be concurrent, user -based
licenses purchased in set quantities as the user base increases over time.
• If possible, the City desires to acquire the licenses incrementally and gradually purchase software
licenses as GIS/Asset data is made available and modules are ready for implementation.
• The City desires a licensing model that does not restrict use by named user and allows the City to have
maximum flexibility during implementation.
• The Vendor may offer multiple proposals for license acquisition and the City will choose the proposal
that best fits its needs.
For the purpose of uniform response, the City has prepared a response matrix so the proposals can be easily
compared. The uniform response matrix is available as a digital file via the City website or by e -mailing the
project manager listed on the front page of the RFP.
Uniform Response Matrix Instructions:
• For each numbered line, input a brief response in the Vendor Response column:
Y
Functionality is supported by current release of the software.
3P
Supported by third party software (i.e. — software not provided as a part of this
proposal).
C
Customization is required to meet this requirement.
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F
Future functionality:
Planned for release in a future version of the software.
N
I Function is not supported.
• Add any additional information in the Vendor Comment column. Proposers should avoid modifying
the structure of the rows and columns in the file.
• Include both a printed and a digital version of the Uniform Response Matrix with your submitted
proposal. Acceptable file format is Microsoft Excel 2010 or above.
• Submittals that do not include the uniform response matrix will be considered NON-
RESPONSIVE and will not be accepted.
For this RFP, the City intends to select a Vendor or Vendors to assist with the completion of the tasks as
described below.
Task One: Collect and Develop Asset / GIS Data for PWA - The City currently has several areas where GIS
based asset data is either inadequate or missing. For this task, the selected implementation consultant will assist
the City with creating an inventory of existing assets to determine what datasets currently exist, the quality of
those datasets and what kind of information still needs to be collected for the best utilization in the selected
CMMS/EAMS software package. The selected consultant will then provide general cost estimates to complete
each data collection project so the City can prioritize and budget accordingly. Depending on the ability of the
selected consultant to perform GIS data collection tasks, the City may or may not choose to release separate
RFPs for the identified tasks.
The selected consultant is expected to perform the following tasks:
• Develop a detailed list of all PWA related assets according to the following priorities:
• High Priority
o Pavement (Review existing data, recommend method for integration into
EAMS/CMMS)
o Traffic Control Devices (signs, striping, signals, etc.)
• Medium Priority
o Street lights (city -owned & non -city -owned for LED conversion project)
o Flood control devices (storm drains, catch basins, culverts, etc.)
o Sidewalks, including ADA Ramps
Low Priority
o Street Trees & Median features
o City Monuments, Other ROW Features
o Etc.
Determine what effort is required for the listed/discovered assets to ensure the implementation in
the EAMS/CMMS is successful (GIS data collection, schema / attribute development, etc.).
o Develop a GIS attribute schema that is compatible with the selected EAMS/CMMS and
also works with the ESRI Local Government Information Model (LGIM).
o Create a data development plan that describes the methodology and processes that will
used to collect and develop the proposed GIS asset layers.
o Convert existing GIS features to match the newly proposed EAMS/CMMS formats.
Based on industry experience, the selected Vendor(s) will provide cost estimates to collect the
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data and may also issue a proposal to collect the information if they are capable. The City may
choose to release separate RFPs for data collection tasks as needed.
Task Two: Develop Detailed EAMS Workflows and Integrations for PWA – In coordination with the City
the selected Consultant(s) will develop new workflows as well as refine and improve upon the existing
workflows created during the Enterprise GIS and Asset Management Implementation Plan project. The
consultant will conduct workflow design workshops for all identified asset groups based on priority and tailor
the workflow for the best integration for the selected EAMS. The selected Consultant will also identify areas
that may require customization of the selected EAMS software and what may be required to integrate the
EAMS with existing City systems. It is the goal of the City to use a minimally modified, off-the-shelf system.
Excessive customizations to meet City requirements are not desirable and will only be considered if there are no
other viable alternatives.
The selected Consultant is expected to perform the following tasks:
• Review existing City workflows as they pertain to maintaining PWA assets and conduct workflow
design workshops for all identified asset groups. Diagram results as needed.
• Develop new EAMS/CMMS based workflows and refine the existing workflows that were created
during the Enterprise GIS and Asset Management Implementation Plan project.
• Determine required mobile hardware needed for implementation of the newly designed EAMS
workflows (cell phones vs. tablets, operating system standardization, etc.). The selected Consultant will
work with the City to install, configure and test the workflows on the mobile hardware prior to "go live"
• The City desires the ability to also use the EAMS to integrate with an existing CIP project database
developed by the City. The integration should be able to display project locations on a map and report
on status. If the required customizations exceed available funding, the selected Consultant will prioritize
based on discussions with the City.
• The selected Consultant will identify, design, and execute the customizations needed to integrate the
EAMS/CMMS with existing City systems. If the required customizations exceed available funding, the
selected Consultant will prioritize based on discussions with the City.
Configuration and Training for PWA – In coordination with the City the selected consultant will install and
configure the selected EAMS software and provide any customizations that are required to support City
operations. The selected consultant will offer multiple training workshops prior to "go live" and will continue
to offer on-site support during the rollout of the software.
The selected Consultant is expected to perform the following tasks:
• CMMS Installation Plan [document]—Develop a detailed installation plan for the EAMS/CMMS
software. Coordinate with City staff to ensure the technical requirements for the EAMS/CMMS software
match the proposed hardware and network configurations. The plan should also address any specific
backup and restore procedures required for the selected software.
• CMMS Configuration Workshops [event]—a series of meetings to establish the CMMS software
configuration requirements.
• CMMS Configuration Report [document]—a document describing the intended CMMS configuration,
including employees, service request templates, work order templates, and custom inspections, and so
forth.
• CMMS Installation and Configuration [event]—installation and configuration of the core CMMS
software, including system integrations, in accordance with the CMMS Install Plan and CMMS
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Configuration Report. The CMMS Install Plan should be updated to reflect actual installation logins and
parameters used in order to serve as system documentation.
• Legacy System Data Migration [event]—migration of work activity history information from legacy
systems, as may be defined in the CMMS Install Plan.
• CMMS User Guides and System Administration Guide [documents]—copies of the commercial
documentation.
• Development Review Workshops [event]—onsite or web meetings to review progress with the CMMS
configuration.
• Training Materials [document]—materials that will be used for office end-user and system
administration training.
• Acceptance Test Plan [document]—describes the tests that will be performed to evaluate and accept the
CMMS configuration.
• Tester Training [event]—training session(s) for the City acceptance testing team.
• Acceptance Testing [event] --City testing in accordance with the approved test plan.
• Training Plan [document]—a document describing who, what, and when for upcoming training sessions.
• Office End User Training Sessions [events]—training sessions for office -based users.
• Production Rollover [event]—transition users and data from legacy system(s) to new CMMS system in
accordance with the CMMS Install Plan.
• Rollout Support [event]—support to office users during production rollout of core applications.
• System Administration Training [events]—training sessions for CMMS system, configuration, and
database administrators.
After the completion of the initial three tasks, the City intends to use the selected Consultant for additional
EAMS/CMMS implementation work even if it is not explicitly defined in the scope of work of this request.
This will allow the City to continue to work toward a complete and functional enterprise system.
FEE PROPOSAL INSTRUCTIONS
The City requires a firm, fixed-price proposal with clearly defined deliverables based on the task descriptions in
this request. The proposer should provide the total number of hours required to complete the project and also
include the hourly rates of all team members working on the project.
After the final selection has been made, the City will enter into negotiations with the Consultant to clarify the
work performed based on the City's priorities for implementation.
CITY RESPONSIBILTIES
The City will assign a project manager to oversee the progress of the project and other services as needed
throughout the contract. The City's Information Technology staff will assist the selected consultant as needed
throughout the installation process if the proposed solution is installed on the City's network.
The City will provide access to information contained within its databases as necessary and will assist the
selected Consultant in the integration process as mutually determined.
Please note the deadline for requests for information below. If required, the City will release one addendum to
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address all requests for information after the deadline has passed. Requests received after the deadline will not
be answered.
Schedule of Events
Issue Date:
September 19, 2017
Deadline for Requests for Information:
October 5, 2017; 9:00am
Proposal Due Date:
October 19, 2017; 4:00pm.
Shortlist determined:
October 24-26, 2017
Presentation/Interviews:
November 1-2, 2017
Final Selection & Negotiations
November 6, 2017
Projected Award Date:
December 5, 2017
All dates are subject to change at the discretion of the City.
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Appendix
ATTACHMENT 2: STANDARD AGREEMENT
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CONSULTANT AGREEMENT
CITY OF SANTA ANA
THIS AGREEMENT is made and entered into this day of , 2016 by and
between '(hereinafter "Consultant"), and the City of Santa
Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of
the State of California (hereinafter "City").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of:
B. Consultant represents that Consultant is able and willing to provide such services to the City
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this Agreement
will be performed in compliance with such standards as may reasonably be expected from a
professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms
and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall perform during the term of this Agreement, the tasks and obligations including
all labor, materials, tools, equipment, and incidental customary work required to fully and adequately
complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and
incorporated by reference. The Scope of Services shall include a Schedule for the Delivery of Services,
which shall be delivered as prescribed, beginning upon the City's issuance of a Notice to Proceed.
2. COMPENSATION
City agrees to pay, and Consultant agrees to accept as total payment for its services for City, an
amount not to exceed $ in accordance to rates and charges
identified in Compensation - Exhibit B, attached hereto and incorporated by reference, and in
accordance with Section 18.
k� 1411161
This Agreement shall commence on [enter a "Start Date" or "the date first written above"] for a
number (#) year term with the option for the City to grant up to a number (#)-year renewal option(s)
exercisable by the City Manager and the City Attorney, unless terminated earlier in accordance with
Section 15, below.
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4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an independent
contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to
create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise
discretion or control over the professional manner in which Consultant performs the services which are
the subject matter of this Agreement; however, the services to be provided by Consultant shall be
provided in a manner consistent with all applicable standards and regulations governing such services.
Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance
and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.
5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify,
reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any
tangible medium of expression, including but not limited to, physical drawings or data magnetically or
otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant
under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in
writing that City is granted a non-exclusive and perpetual license for any Documents & Data the
subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has
the legal right to license any and all Documents & Data. Consultant makes no such representation and
warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not
be limited in any way in its use of the Documents and Data at any time, provided that any such use not
within the purposes intended by this Agreement shall be at City's sole risk.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain and
shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial general
liability insurance naming the City, its officers, employees, agents, volunteers and
representatives as additional insured(s) and shall include, but not be limited to protection
against claims arising from bodily and personal injury, including death resulting
therefrom and damage to property, resulting from any act or occurrence arising out of
Consultant's operations in the performance of this Agreement, including, without
limitation, acts involving vehicles. The amounts of insurance shall be not less than the
following: single limit coverage applying to bodily and personal injury, including death
resulting therefrom, and property damage, in the total amount of $1,000,000 per
occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its
officers, employees, agents, and representatives as additional insured(s); (b) be primary
and not contributory with respect to insurance or self-insurance programs maintained by
the City; and (c) contain standard separation of insured's provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single limit
of not less than $1,000,000 per occurrence. Such insurance shall include coverage for
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owned, hired and non -owned automobiles.
C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of
the Labor Code, Consultant, if Consultant has any employees, is required to be insured
against liability for worker's compensation or to undertake self-insurance. Prior to
commencing the performance of the work under this Agreement, Consultant agrees to
obtain and maintain any employer's liability insurance with limits not less than
$1,000,000 per accident.
d. If Consultant is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit of
not less than $1,000,000 per claim with $2,000,000 in the aggregate.
C. The following requirements apply to the insurance to be provided by Consultant pursuant
to this section:
i. Consultant shall maintain all insurance required above in full force and effect for
the entire period covered by this Agreement.
ii. Certificates of insurance shall be furnished to the City upon execution of this
Agreement and shall be approved by the City.
iii. Certificates and policies shall state that the policies shall not be canceled or
reduced in coverage or changed in any other material aspect without thirty (30)
days prior written notice to the City.
iv. Consultant shall supply City with a fully executed additional insured
endorsement.
f. If Consultant fails or refuses to produce or maintain the insurance required by this section
or fails or refuses to fiunish the City with required proof that insurance has been procured
and is in force and paid for, the City shall have the right, at the City's election, to
forthwith terminate this Agreement. Such termination shall not affect Consultant's right
to be paid for its time and materials expended prior to notification of termination.
Consultant waives the right to receive compensation and agrees to indemnify the City for
any work performed prior to approval of insurance by the City.
INDEMNIFICATION
To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless
City, its officers, agents and employees (collectively, the "indemnified parties") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties,
liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court
costs) of every kind and nature whatsoever (individually, a claim; collectively, "claims"), to any work
performed or services provided under this Agreement arising out of, relating to or pertaining to the
negligence, recklessness or willful misconduct of Consultant, its principals, officers, agents, employees,
vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or
for whose acts they may be liable for any or all of them. Notwithstanding the foregoing, nothing herein
shall be construed to require Consultant to indemnify the indemnified parties from any claim arising
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from the sole negligence or willful misconduct of the indemnified parties. This indemnity shall apply to
all claims and liability regardless of whether any insurance policies are applicable. The policy limits do
not act as a limitation upon the amount of indemnification to be provided by the Consultant.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and
employees against any and all liability, including costs, for infringement of any United States' letters
patent, trademark, or copyright infringement, including costs, contained in the work product or
documents provided by Consultant to the City pursuant to this Agreement.
9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed under
this Agreement. Consultant shall maintain complete and accurate records with respect to the costs
incurred under this Agreement and any services, expenditures, and disbursements charged to the City for
a minimum period of three (3) years, or for any longer period required by law, from the date of final
payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable.
Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of
such records and any other documents created pursuant to this Agreement during regular business hours.
Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this
Agreement for a period of three (3) years from the date of final payment to Consultant under this
Agreement.
10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information is
reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or
disclose such information except in the performance of this Agreement, and further agrees to exercise
the same degree of care it uses to protect its own information of like importance, but in no event less
than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential
information includes not only written information, but also information transferred orally, visually,
electronically, or by other means. Confidential information disclosed to either party by any subsidiary
and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and
nondisclosure shall not apply to any information that (a) has been disclosed in publicly available
sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in
rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be
disclosed by operation of law; or (e) is independently developed by the Consultant without reference to
information disclosed by the City.
11. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct or
indirect, which would conflict in any manner with performance of services. Conflict may be further
specified in Certifications - Exhibit C, attached hereto and incorporated in this Agreement by
reference.
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12. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable
law, in the recruitment, selection, training, utilization, promotion, termination or other employment
related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations and as further specified in Certifications -
Exhibit C, attached hereto and incorporated in this Agreement by reference.
13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the
event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this
Agreement shall prevail. This Agreement may not be modified except by written instrument signed by
the City and by an authorized representative of Consultant. The parties agree that any terms or
conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the
terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this
Agreement acknowledges that no representations, inducements, promises or agreements, orally or
otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied
herein.
14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written
consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior
written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit
the City's ability to have any of the services which are the subject to this Agreement performed by City
personnel or by other consultants retained by City.
15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of termination,
subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver
to the City all work product(s) completed as of such date, and in such case such work
product shall be the property of the City unless prohibited by law, and Consultant
consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance
specified in the Recitals of this Agreement.
25K-29 Page 5 of
CITY OF SANTA ANA
RFP NO.: 17-101
ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION
SERVICES
16. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties further agree that Orange
County, California, shall be the venue for any action or proceeding that may be brought or arise out of,
in connection with or by reason of this Agreement.
17. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits,
approvals, waivers, and exemptions necessary for the provision of the services hereunder and required
by the laws and regulations of the United States, the State of California, the City of Santa Ana and all
other governmental agencies. Consultant shall notify the City immediately and in writing of its inability
to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be
cause for termination of this Agreement.
18. PAYMENTS & INVOICES
a. Payment by City shall be made within 45 days (forty-five) days following receipt of
proper invoice evidencing work performed, subject to City accounting procedures.
Payment need not be made for work which fails to meet the standards of performance set
forth in the Recitals which may reasonably be expected by City.
b. Invoices should be submitted on the 15th of each month and shall include the following
information at a minimum:
i. Consultant's invoice number and City's agreement number
ii. Beginning and ending dates for services
iii. City Project and/or Task Order number and/or name (if applicable)
iv. Work site address/location (if applicable)
V. Tasks or deliverables completed and percentage (%) of total services completed.
vi. Remaining Overall and Task Order budget available
19. MISCELLANEOUS PROVISIONS
a. Additional provisions, if any, are identified as Additional Provisions, Exhibit D, attached
hereto and incorporated into this Agreement by reference.
b. Each undersigned represents and warrants that its signature herein below has the power,
authority and right to bind their respective parties to each of the terms of this Agreement,
and shall indemnify City fully, including reasonable costs and attorney's fees, for any
injuries or damages to City in the event that such authority or power is not, in fact, held
by the signatory or is withdrawn.
C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
25K-30 Page 6 of 9
CITY OF SANTA ANA
RFP NO.: 17-101
ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION
SERVICES
20. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall
be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or
certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner
provided in this Section, to the following persons:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:
Fred Mousavipour
Executive Director, Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California 92702
Fax: (714) 647-5635
To Consultant:
Consultant Company Name
Address
City, State, Zip
Fax: (000) 000-0000
Sonia R. Carvalho
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Fax: (714) 647-6515
A party may change its address by giving notice in writing to the other party. Thereafter, any
communication shall be addressed and transmitted to the new address. If sent by mail, communication
shall be effective or deemed to have been given three (3) days after it has been deposited in the United
States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent
by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the
time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set
forth above. For purposes of calculating these time frames, weekends, federal, state, County or City
holidays shall be excluded.
25K-31 Page 7 of 9
CITY OF SANTA ANA
RFP NO.: 17-101
ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION
SERVICES
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above
written.
ATTEST:
Maria D. Huizar
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
Jose Sandoval
Chief Assistant City Attorney
RECOMMENDED FOR APPROVAL:
FRED MOUSAVIPOUR
Executive Director
Public Works Agency
CITY OF SANTA ANA
Cynthia J. Kurtz
Interim City Manager
CONSULTANT:
Consultant Company Name
(name)
(title)
Tax ID#
25K-32
Page 8 of 9
CITY OF SANTA ANA
RFP NO.: 17-101
ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION
SERVICES
EXHIBIT A
SCOPE OF SERVICES
(from Attachment 1 of RFP, and/or Consultant Proposal)
[remove this note when assembling Agreement]
EXHIBIT B
FEE PROPOSAL, including hourly rates
(from separately sealed envelope included with Consultant Proposal)
[remove this note when assembling Agreement]
EXHIBIT C
CERTIFICATIONS
(from Attachment 3 of RFP)
[remove this note when assembling Agreement]
EXHIBIT D
ADDITIONAL PROVISIONS
(from Attachment 4 of RFP)
EXHIBIT E
UNIFORM REPONSE MATRIX
(from Attachment 5 of RFP)
25K-33 Page 9 of 9
CITY OF SANTA ANA
RFP NO.: 17-101
ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES
APPENDIX
ATTACHMENT 3: CERTIFICATIONS
25K-34
CITY OF SANTA ANA
RFP NO.: 17-101
ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND
IMPLEMENTATION SERVICES
NON -COLLUSION AFFIDAVIT
(Title 23 United States Code Section 112 and Public Contract Code Section 7106)
In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the
BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed
person, partnership, company, association, organization, or corporation; that the bid is genuine
and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited
any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded,
conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that
anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly,
sought by agreement, communication, or conference with anyone to fix the bid price of the
BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price,
or of that of any other BIDDER, or to secure any advantage against the public body awarding the
contract of anyone interested in the proposed contract; that all statements contained in the bid are
true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price
or any breakdown thereof, or the contents thereof, or divulged information or data relative
thereto, or paid, and will not pay, any fee to any corporation, partnership, company association,
organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham
bid.
Note: The above Non -collusion Affidavit is part of the Proposal. BIDDERS are
cautioned that making a false certification may subject the certifier to criminal
prosecution.
Signed
State of California
County of
Subscribed and sworn to (or affirmed) before me on this day of , 20_, by
proved to me on the basis of satisfactory evidence to be the
person(s) who appeared before me
Notary Public Signature Notary Public Seal
25K-35 Page 1 of 1
CITY OF SANTA ANA
RFP NO.: 17-101
ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND
IMPLEMENTATION SERVICES
NON -LOBBYING CERTIFICATION
The prospective participant certifies, by signing and submitting this bid or proposal, to the best
of his or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or
employee of any Federal agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in connection with the awarding of
any Federal contract, the malting of any Federal grant, the malting of any Federal loan,
the entering into of any cooperative agreement, and the extension, continuation, renewal,
amendment, or modification of any Federal contract, grant, loan, or cooperative
agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any Federal
agency, a Member of Congress, an officer or employee of Congress, or an employee of a
Member of Congress in connection with this Federal contract, grant, loan, or cooperative
agreement, the undersigned shall complete and submit Standard Form -LLL, 'Disclosure
of Lobbying Activities," in conformance with its instructions.
This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for
making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any
person who fails to file the required certification shall be subject to a civil penalty of not less
than $10,000 and not more than $100,000 for each such failure.
The prospective participant also agrees by submitting his or her bid or proposal that he or she
shall require that the language of this certification be included in all lower tier subcontracts,
which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly.
Signed:
Title:
Firm:
Date:
25K-36 Page I of
CITY OF SANTA ANA
RFP NO.: 17-101
ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND
IMPLEMENTATION SERVICES
NON-DISCRINIINATION CERTIFICATION
The undersigned consultant or corporate officer, during the performance of this contract, certifies
as follows:
1. The Consultant shall not discriminate against any employee or applicant for employment
because of race, color, religion, sex, or national origin. The Consultant shall take affirmative
action to ensure that applicants are employed, and that employees are treated during
employment without, regard to their race, color, religion, sex, or national origin. Such action
shall include, 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 to be provided setting forth the provisions of this nondiscrimination clause.
2. The Consultant shall, in all solicitations or advertisements for employees placed by or on
behalf of the Consultant, state that all qualified applicants will receive consideration for
employment without regard to race, color, religion, sex, or national origin.
3. The Consultant shall send to each labor union or representative of workers with which he/she
has a collective bargaining agreement or other contract or understanding, a notice to be
provided advising the said labor union or workers' representatives of the Consultant's
commitments under this section, and shall post copies of the notice in conspicuous places
available to employees and applicants for employment.
4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24,
1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
5. The Consultant shall furnish all information and reports required by Executive Order 11246
of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or
pursuant thereto, and will permit access to his/her books, records, and accounts by the
administering agency and the Secretary of Labor for purposes of investigation, to ascertain
compliance with such rules, regulations, and orders.
6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this
contract or with any of the said rules, regulations, or orders, the contract may be canceled,
terminated, or suspended in whole or in part and the Consultant may be declared ineligible
for further Government contracts or federally assisted construction contracts in accordance
with procedures authorized in Execution Order 11246 of September 24, 1965, and such other
sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of
September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as
otherwise provided by law.
25K-37 Page 1 oft
CITY OF SANTA ANA
RFP NO.: 17-101
ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND
IMPLEMENTATION SERVICES
The Consultant shall include the portion of the sentence immediately preceding paragraph (1)
and the provisions of paragraphs (1) through (7) in every subcontract or purchase order
unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to
Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be
binding upon each subcontract or purchase order as the administering agency may direct as
means of enforcing such provisions, including sanctions for noncompliance; provided,
however, that in the event the Consultant becomes involved in, or is threatened with,
litigation with a subconsultant or vendor as a result of such direction by the administering
agency, the Consultant may request that the United States enter into such litigation to protect
the interests of the United States.
8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as
amended, no discrimination shall be made in the employment of persons upon public works
because of race, religious creed, color, national origin, ancestry, physical handicaps, mental
condition, marital status, or sex of such persons, except as provided in Section 1420, and any
consultant of public works violating this Section is subject to all the penalties imposed for a
violation of the Chapter.
Signed:
Title:
Firm:
Date:
25K-38 Page 2 of
CITY OF SANTA ANA
RFP NO.: 17-101
ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES
APPENDIX
ATTACHMENT 4: ADDITIONAL PROVISIONS
There are no additional provision.
25K-39
CITY OF SANTA ANA
RFP NO.: 17-101
ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES
See next page.
APPENDIX
ATTACHMENT 5: Uniform Response Matrix
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25K-52
C itywo rks r Azlem Systems, LLC, 11075 South Slate, Smile 24 • TEL 801.5232751 • FAX 801.523.3734
ww�xWa res.00
CITYWORKSO
LICENSE AND MAINTENANCE AGREEMENT
This Software License and Maintenance Agreement made by and betweemAzteca System's, LLC.("Aztecs Systems') a
Delaware limited liability company, with a place of business at 11075 South Slate, Suite 24, Sandy, Utah 84070 USA
and the City of Santa Ana, a charter city and municipal corporation organized and exiting under the Constitution of the
laws of the state of California, using certain of Azteca Systems Licensed Products hereinafter referred to as "Licensee."
This Agreement is effective immediately upon delivery of Licensed Products (the "Effective Date").
Aztecs Systems Products are licensed under the terms and conditions of the Agreement. This agreement, when executed
by the licensee named below e'Licensee") and Azteca Systems, LLC (Aztecs Systems), as licensor of the Software,
Online, Services, and Documentation licensed under the License Agreement, will supersede any previous Agreements
including the License Agreement presented in the installation process requiring acceptance by electronic
acknowledgement and will constitute a signed License Agreement.
This signed Agreement includes (i) this License and Maintenance Agreement, (ii) Addendum #1— Product Licensing,
(iii) Addendum #2 — Standard Maintenance and Support and (iv) Addendum #3 — Third Party Contractor
Acknowledgment.
This signed Agreement may be executed in duplicate by the Parties. An executed Agreement, modification, amendment,
or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or email,
and reflects the signing of the document by any Party. Duplicates are valid and binding even if an original paper
document bearing each Party's original signature is not delivered.
ARTICLE I—DEFINITIONS
1.1 Definitions. The terns used are defined as follows:
a. "Agreement" means this Software License Agreement between Aztecs Systems and Licensee, inclusive of
all schedules, exhibits, attachments, addenda and other documents incorporated by reference.
b. "Authorization Code(s)" means any key, authorization number, enablement code, login credential,
activation code, token, account user name and password, or other mechanism required for use of a
Product.
C. "Authorized User" or "User" shall mean: (i) a direct user of the Licensed Products, including but not
limited to Licensee's employees; (ii) Licensee's consultants who have agreed to maintain the Licensed
Property in confidence and use it only for the benefit of Licensee, or (iii) members of the public gaining
access to, and only limited use of, the Licensed Products via the Software's public web portal (if
applicable), Other than limited use of the Products through the software's web, portal, the public is not
considered an authorized user.
it. "Client Data" means the data provided or inputted by or on behalf of Licensee, including personally
identifiable information, for use with the Software.
e. "Covered Software" shall mean the particular Cityworks Software, scripts, interfaces and custom code
identified in Addendum 01.
f. "Deployment Server License" means a license that, in addition to providing staging server License rights,
authorizes Licensee to install and use the Software for deployment in Licensee's internal use.
g. "Testing Server License" means a license that authorizes Licensee to install and use the Software on a
server in Licensee's internal use to provide testing License rights prior to deployment.
h. "Documentation" means all user reference documentation that is delivered with the Software.
i. "Internal Use" means use of the Licensed Products by employees of Licensee in Licensee's internal
operations but does not include access of the Licensed Products by, or use of the Licensed Products in the
provisions of services to, Licensee's clients or customers. Internal Use also includes use of the Licensed
Products by contractors of Licensee, including contractors providing outsourcing or hosting services, as
long as Licensee assumes full responsibility for the compliance with this Agreement in such use. Use of
the Licensed Products (or any part thereof) for the benefit of others, whether by means of a software as a
service offering, service bureau application, application service provider, outsourcing or other means of
providing service to any third party shall not be considered Internal Use.
Standard License & Maintenance Agreement Page I of 14
10116 ed.
j. "Licensed Products" or "Products" shall mean the portion of the Cityworks Software and the
Documentation to which Licensee has purchased a License as identified as specified in Addendum #1
attached hereto. Licensed Products shall include any updates or upgrades to the Licensed Products that
Azteca Systems may at its discretion deliver to Licensee. Products includes but is not limited to Software,
Online Services, and Documentation licensed under the terms of this license Agreement.
k. "Login" means a license that allows Licensee to permit a single authorized named end user to use the
Software, Data, and Documentation installed on a server and accessed from a computer device.
1. "Online Services" means any Internet -based system, including applications and associated APIs, hosted by
Azteca Systems or its licensors, for storing, managing, publishing, and using Cityworks sothvare and data,
and other information.
m. "Ordering Document(s)" means a sales quotation, purchase order, or other document identifying the
Products that Licensee orders.
n. "Preview" means any alpha, beta, or prerelease Product.
o. "Sample(s)" means sample code, sample applications, add-ons, or sample extensions of Products.
p. "Server" means each single instance of an operating system, whether physically installed on a computer or
within a virtualized environment.
q. "Software" or "Cityworks Software" means all or any portion of Azteca Systems proprietary software
technology, excluding data, accessed or downloaded from an Azteca Systems (Cityworks) authorized website
or delivered on any media in any format including backups, updates, upgrades, and service packs.
r. "Standard Maintenance" or "Maintenance Addendum" shall mean the Standard Software Maintenance &
Support Addendum #2.
S. "Tenn License" means a license or access provided for use of a Product for a limited time period ("Tenn")
or on a subscription or maintenance basis as specified herein.
ARTICLE 2—INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP
Products are licensed, not sold. Azleca Systems and its licensors own Products and all copies, which are protected by
United States and applicable international laws, treaties, and conventions regarding intellectual property and
proprietary rights including trade secrets. This Agreement does not transfer ownership rights of any description in
the Software, materials, or services to Licensee or any third party. Licensee agrees to use reasonable means to
protect Products from unauthorized use, reproduction, distribution, or publication. Azteca Systems and its third -party
licensors reserve all rights not specifically granted in this Agreement including the right to change and improve
Products.
ARTICLE 3—GRANT OF LICENSE
3.1 Grant of License. Subject to the terns of this Agreement, Azteca Systems grants to Licensee a personal,
nonexclusive, nontransferable license solely to use the Products asset forth in Addendum #1—Product Licensing (i)
for which the applicable license fees have been paid; (ii) for Licensee's own internal use; and (iii) in accordance with
this Agreement and the configuration ordered by Licensee or as authorized by Azieca Systems, and (iv) for the
applicable Tern or until terminated in accordance with Article 5. License types may include, but are not limited to
Login, Workgroup, Departmental, ELA (Enterprise License) Licenses. Licensee may allow Third Party
Contractors to access and use the licensed Software, provided Licensee and Third Party Contractor agree to and are
bound by the terns set forth in Addendum 3. In addition to the Scope of Use in Article 4, Addendum #1—Product
Licensing which applies to specific Products, Addendum #2 — Standard Maintenance and Support, and Addendum #3
—Third Party Contractor Acknowledgment (if applicable) collectively, are incorporated in this Agreement.
a. Software. Use and License for specific Software products are set forth in Addendum 1- Product Licensing
Addendum, which is incorporated by reference.
b. Maintenance. Maintenance terms are set forth in Section 9.11 below and in Addendum 2, - Standard
Maintenance and Support which terms are incorporated by reference.
c. Third Party Contractor. Terms of use for Third Party Contractor software usage (f applicable) areset forth in
Addendum 93, which is incorporated by reference.
3.2 Preview Release Licenses. Products acquired under an evaluation license or under a Beta program are intended
for evaluation and testing purposes only and not for commercial use. Any such use is at Licensee's own risk, and the
Products do not qualify for Azteca or distributor maintenance.
Standard License & Maintenance Agreement Page 2 of 14 10/16erd
25K-54
3.3 Special Use Programs. If Licensee acquires Products under a special program for noncommercial, nonprofit,
educational, or other limited -use license, Licensee's use of the Products is subject to the terms set forth in the
applicable enrollment form or as described on Azteca's website in addition to the non -conflicting terms of this
Agreement. All such program terms are incorporated herein by reference.
3.4 Delivery. Unless otherwise requested by Licensee, Azteca Systems shall provide an electronic lint to make
available to Licensee the Licensed Property by electronic download and a license key to activate the Licensed
Property.
ARTICLE 4 --SCOPE OF USE
4.1 Permitted Uses
a. For Products delivered to Licensee, Licensee may:
1. Install and store Products on electronic storage device(s);
2. Make archival copies and routine computer backups;
3. Install and use a newer version of Software concurrently with the version to be replaced during a
reasonable transition period not to exceed 6 months, provided that the deployment of either
version does not exceed the Licensee's licensed quantity; thereafter, Licensee shall not use more
Software in the aggregate than Licensee's total licensed quantity; and
4. Move the Software in the licensed configuration to a replacement Server.
b. Licensee may use, copy, or prepare derivative works of Documentation supplied in digital format and
thereafter reproduce, display, and redistribute the customized documentation only for Licensee's own
internal use. Portions of Documentation supplied in digital format merged with other software and
printed or digital documentation are subject to this License Agreement. Licensee shall include the
following copyright attribution notice acknowledging the proprietary rights ofAzteca and its
licensors: "Portions of this document include intellectual property of Aztera and its licensors and are
used herein under license. Copyright (D [Licensee will insert the actual copyright dateisl from Bre
source materials] Azteca Systems, LLC. and its licensors. All rights reserved."
C. Consultant or- Contractor Access. Subject to Section 3.1 and Addendum #3, Azteca Systems grants
Licensee the right to permit Licensee's Third Party Consultants or Contractors to use the Products
exclusively and solely for Licensee's benefit. Licensee must comply with terms and provisions of
Addendum 93 and provide a copy to Azteca. Licensee shall be solely responsible for compliance by
Third Party Consultants and Contractors with this License Agreement and shall ensure that the'Ihird
Party Consultant or Contractor discontinues Product use upon completion of work for Licensee. Access
to or use of Products by Third Party Consultants or Contractors not exclusively for Licensee's benefit is
prohibited.
4.2 Uses Not Permitted. Except to the extent that applicable law prohibits or overrides these restrictions, or as
provided herein, Licensee shall not:
a. Sell, rent, lease, sublicense, lend, assign, or time-share Products;
b. Permit persons other than Authorized Users to access or use the Licensed Products (or any part
thereot);
C. Act as a service bureau or Commercial ASP;
d. Use Software, Data, or Documentation for a site or service and operate the site or service for profit or
generate revenue through direct or indirect methods (eg., advertising or by charging for access to the
site or service);
e. Redistribute Soltware, Data, or Online Services to third parties, in whole or in part, including, but not
limited to, extensions, components, or APIs;
f. Redistribute Authorization Codes;
g. Reverse engineer, decompile, or disassemble Products;
h. Make any attempt to circumvent the technological measure(s) that controls access to or use of
Products;
i. Upload or transmit content or otherwise use Products in violation of third -party rights, including
Standard License & Maintenance Agreement Page 3 of 14 10/16 ed.
25K-55
intellectual property rights, privacy rights, nondiscrimination laws, or any other applicable law or
government regulation;
j. Remove or obscure any Aztecs Systems (or its licensors) patent, copyright, trademark, proprietary
rights notices, and/or legends contained in or affixed to any Product, Product output, metadata file, or
online and/or hard -copy attribution page of any Data or Documentation delivered hereunder;
k. Separate from the licensed use of APIs, Licensee may not unbundle or independently use individual or
component parts of the Products, Software, or Online Services;
1. Unbundle or independently use the individual or component parts of Software or Online Services;
m. Incorporate any portion of the Software into a product or service that competes with the Software,
n. Publish the results of benchmark tests run on Software without the prior written permission of Azteca
Systems; or
o. Use, incorporate, modify, distribute, provide access to, or combine any computer code provided with
the Software in a manner that would subject such code or any part of the Software to open source
license terms, which includes any license terms that require computer code to be (i) disclosed in
source code form to third parties, (ii) licensed to third parties for the purpose of making derivative
works, or (iii) redistributable to third patties at no charge.
ARTICLE 5—TERM AND TERMINATION
5.1. This License Agreement is effective upon date and signature of Licensee below. The initial term of this License
Agreement will begin upon the dates set forth in Addendum 1 and provided the fees are paid. This License
agreement and its maintenance provisions may then be renewed annually by payment of the then current
maintenance fees for the next annual maintenance period as set forth in Addendum 1.
5.2. Either party may terminate this License Agreement or any Product license for a material breach that is not cured
within thirty (30) days of written notice to the breaching party, except that termination is immediate for a material
breach that is impossible to cure.
5.3. Termination for Convenience: Either party may terminate this Agreement by giving the other party thirty (30)
days' written notice prior to the end of the current Tenn Maintenance Period.
5.4. In the event that either funding from Licensee or other sources is withdrawn, reduced, or limited, or the
authority of Licensee to perform any of its duties is withdrawn, reduced, or limited in any way after the Effective
Date of this Agreement and prior to normal completion, the parties shall have the authority to exercise the
Termination for Convenience option to terminate this Agreement in whole or in part. If a party to this Agreement
chooses to terminate for convenience that party may do so by thirty (30) days' written notice to the other party.
5.5. Upon termination of the License and Maintenance Agreement, all Product licenses granted hereunder terminate
as well. Upon termination of a License or the License and Maintenance Agreement, Licensee will (i) stop accessing
and using affected Product(s); (ii) clear any client -side data cache derived from Online Services; and (iii) uninstall,
remove, and destroy all copies of affected Product(s) in Licensee's possession or control, including any modified or
merged portions thereof, in any form, and execute and deliver evidence of such actions to Azteca Systems.
5.6. If this Agreement is terminated for convenience, the Licensee is only liable for payment required by the terns of
this Agreement for license, maintenance and support services rendered or products and software received and
accepted prior to the effective date of termination.
5.7. If this Agreement is terminated under section 5.3 or 5.4 above, Licensee shall then return to Aztecs Systems all
of the Software, related modules, related updates, and any whole or partial copies, codes, modifications, and merged
portions in any form. Azteca will then for no additional charge to Licensee and at Licensee's option either grant a
license to the Licensee, for a period of one (1) year, which will allow Licensee to retain the ability to access records
and data contained in the Software or allow Licensee to create digital copies of all files needed by the Licensee for the
same period. If Licensee needs to retain access to records or data for a period longer than one (1) year, in order to
transfer data to another system, Azteca will consider reasonable requests to extend beyond one (1) year.
5.8. The parties hereby agree that all provisions which operate to protect the intellectual rights of Azteca Systems
shall remain in force should breach or termination of any kind occur.
Slandard License & Maintenance Agreement Page 4 of 14 10116 ed.
25K-56
ARTICLE6—LIMITED WARRANTIES AND DISCLAIMERS
6.1 Limited Warranties. Except as otherwise provided in this Article 6, Azteca Systems warrants for a period of
ninety (90) days from the date Azteca Systems issues the Authorization Code enabling use of Software and that the
unmodified Software will substantially conform to the published Documentation under normal use and service.
6.2 Special Disclaimer. CONTENT, DATA, SAMPLES, NEW VERSIONS, HOT FIXES, PATCHES, SERVICE
PACKS, UPDATES, UPGRADES, AND ONLINE SERVICES PROVIDED ON A NO -FEE BASIS, AND
EVALUATION, TEST AND BETA SOFTWARE ARE DELIVERED "AS IS" WITHOUT WARRANTY OF ANY
KIND.
6.3 Internet Disclaimer. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE
INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS AND THAT (i) THE INTERNET IS
NOTA SECURE INFRASTRUCTURE, (ii) THE PARTIES HAVE NO CONTROL OVER THE INTERNET,
AND (iii) NONE OF THE PARTIES SHALL BE LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW
RELATED TO THE PERFORMANCE OR DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE
INTERNET OR POSSIBLE REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE
OPERATION OF ONLINE SERVICES.
6.4 General Disclaimer. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, AZTECA
SYSTEMS DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND
NON -INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. AZTECA SYSTEMS DOES NOT
WARRANT THAT PRODUCTS, MAINTENANCE OR ANY TECHNICAL SUPPORT SERVICES PROVIDED
HEREIN WILL MEET LICENSEE'S NEEDS; THAT LICENSEE'S OPERATION OF THE SAME WILL BE
UNINTERRUPTED, ERROR FREE, FAULT-TOLERANT, OR FAHrSAFE; OR THAT ALL
NONCONFORMITIES CAN OR WILL BE CORRECTED. PRODUCTS ARE NOT DESIGNED,
MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD
TO DEATH, PERSONAL INJURY, OR PHYSICAL PROPERTY/ENVIRONMENTALDAMAGE. LICENSEE
SHOULD NOT FOLLOW ANY SUGGESTIONS OR INSTRUCTIONS THAT APPEAR TO BE HAZARDOUS,
UNSAFE, OR ILLEGAL. ANY SUCH USE SHALL BE AT LICENSEE'S OWN RISK AND COST.
6.5 Exclusive Remedy. Licensee's exclusive remedy and Azteca Systems' entire liability for breach of the limited
warranties set forth in this Article 6 shall be limited, at Azteca Systeme sole discretion, to (i) replacement of any
defective media; (it) repair, correction, or a workaround for Software or Online Services subject to the Azteca
Systems Maintenance Services and Support Addendum; or (iii) return of the license fees paid by Licensee for the
current period, prorated for the current period, for Software or Online Services that do not meet Azteca Systems limited
warranty, provided that Licensee uninslalIs, removes, and destroys all copies ofSofivare or Documentation; ceases
using the Software or Online Services; and executes and delivers evidence of such actions to Azteca Systems.
6.6 If the performance of any obligation under this Agreement is prevented, restricted, or interfered with by reason
of fire, flood, earthquake, explosion, or other casualty or accident; strikes or labor disputes; inability to procure
delivery of parts, supplies, services, or power; war, threat of actual terrorist act, cyberattack, or other violence; any
law order, proclamation, regulation, ordinance, or demand; or any condition whatsoever beyond the reasonable
control of the affected party, the party so affected, upon giving prompt notice to the other party, will be provided a
temporary extension for a period of time as may be reasonably necessary to allow for such delay, prevention
interference, or restriction.
ARTICLE 7—LIMITATION OF LIABILITY
7.1 Disclaimer of Certain Types of Liability. AZTECA SYSTEMS, ITS AUTHORIZED DISTRIBUTOR (IF
ANY), AND ITS LICENSORS SHALL NOT BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES; LOST PROFITS, LOST SALES, OR BUSINESS EXPENDITURES;
INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF ANY GOODWILL; OR ANY INDIRECT, SPECIAL,
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INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS LICENSE AND
MAINTENANCE AGREEMENT OR USE OF PRODUCTS, HOWEVER CAUSED ON ANY THEORY OF
LIABILITY, WHETHER OR NOT AZTECA SYSTEMS OR ITS LICENSORS HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
7.2 General Limitation of Liability. EXCEPT AS PROVIDED IN ARTICLE 8—INFRINGEMENT
INDEMNITY, THE TOTAL CUMULATIVE LIABILITY OF AZTECA SYSTEMS AND ITS AUTHORIZED
DISTRIBUTOR HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING, BUT NOT
LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF
WARRANTY, MISREPRESENTATION, OR OTHERWISE, SHALL NOT EXCEED THE FEES ACTUALLY
PAID BY LICENSEE DURING THE CURRENT MAINTENANCE AND SUPPORT PERIOD, FOR THE
PRODUCTS THAT GIVE RISE TO THE CAUSE OF ACTION.
7.3 Applicability of Disclaimers and Limitations. Licensee agrees that the limitations of liability and disclaimers
set forth in this License Agreement will apply regardless of whether Licensee has accepted Products or any other
product or service delivered by Azteca Systems. The parties agree that Azteca Systems has set its fees and entered
into this License Agreement in reliance on the disclaimers and limitations set forth herein, that the same reflect an
allocation of risk between the parties, and that the same form an essential basis of the bargain between the parties.
THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF
ANY LIMITED REMEDY.
THE FOREGOING WARRANTIES, LIMITATIONS, AND EXCLUSIONS MAY NOT BE VALID IN SOME
JURISDICTIONS AND APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN
LICENSEE'S JURISDICTION. LICENSEE MAY HAVE ADDITIONAL RIGHTS UNDER LAW THAT MAY
NOT BE WANED OR DISCLAIMED. AZTECA SYSTEMS DOES NOT SEEK TO LIMIT LICENSEE'S
WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW.
ARTICLES—INFRINGEMENTINDEMNITY
8.1 Azteca Systems shall defend, indemnify as described below, and hold Licensee harmless from and against any
loss, liability, cost, or expense, including reasonable attorneys' fees, arising out any claims, actions, or demands by
third party legally alleging that Licensee's licensed use of Software or Online Services infringe a US patent,
copyright, or trademark, provided:
a. Licensee promptly notifies Azteca Systems in writing of the claim;
b. Licensee provides documents describing the allegations of infringement;
C. Azteca Systems has sole control of the defense of any action and negotiation related to the defense
or settlement of any claim; and
d. Licensee reasonably cooperates in the defense of the claim at Azteca Systems' request and expense.
8.2 If Software or Online Services are found to infringe a US patent, copyright, or trademark, Azteca Systems, at its
own expense, may either (i) obtain rights for Licensee to continue using the Software or Online Services or (ii)
modify the allegedly infringing elements of Software or Online Services while maintaining substantially similar
functionality. If neither alternative is commercially reasonable, the license shall terminate, and Licensee shall cease
accessing infringing Online Services and shall uninstall and return to Azieca Systems any infringing item(s). Azteca
Systems entire liability shall then be to indemnify Licensee pursuant to Section 8. land refund the unused portion of
fees paid, prorated for the current maintenance and support period.
8.3 Azteca Systems shall have no obligation to defend Licensee or to pay any resultant costs, damages, or attomcys'
fees for any claims or demands alleging direct or contributory infringement to theextent arising out of (i) the
combination or integration of Software or Online Services with a product, process, or system not supplied by Azteca
Systems or specified by Azteca Systems in its Documentation; (ii) material alteration of Software or Online Services
by anyone other than Azteca Systems or its subcontractors; or (iii) use of Software or Online Services after
modifications have been provided by Azteca Systems for avoiding infringement or use after a return is ordered by
Azteca Systems under Section 8.2.
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25K-58
8.4 THE FOREGOING STATES THE ENTIRE OBLIGATION OF AZTECA SYSTEMS WITH RESPECT TO
INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF
ANY THIRD PARTY.
ARTICLE 9—GENERAL PROVISIONS
9.1 Future Updates. New or updated Products and subscription renewals will be licensed underthe then -current
Azteca Systems license terms and conditions included with the deliverable Products.
9.2 Export Control Regulations. Licensee expressly acknowledges and agrees that Licensee shall not export, re-
export, import, transfer, or release Products, in whole or in part, to (i) any US embargoed country; (zi) any person on
the US Treasury Department's list of Specially Designated Nationals; (iii) any person or entity on the US Commerce
Department's Denied Persons List, Entity List, or Unverified List; or (iv) any person or entity or into any country
where such export, re-export, or import violates any US, local, or other applicable importlexport control laws or
regulations including, but not limited to, the terms of any import/export license or license exemption and any
amendments and supplemental additions to those import/export laws as they may occur from time to time.
9.3 Taxes and Fees, Shipping Charges. License fees quoted to Licensee are exclusive of any and all taxes or fees,
including, but not limited to, sales tax, use tax, value-added tax (VAT), customs, duties, or tariffs, and shipping and
handling charges.
9.4 No Implied Waivers. The failure of either party to enforce any provision of this License Agreement shall not be
deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.
9.5 Severability. The parties agree that if any provision of this License Agreement is held to be unenforceable for
any reason, such provision shall be reformed only to the extent necessary to make the intent ofthe language
enforceable.
9.6 Successor and Assigns. Licensee shall not assign, sublicense, or transfer Licensee's rights or delegate licensee's
obligations under this License Agreement without Azteca Systems' prior written consent, and any attempt to do so
without consent shall be void. This License Agreement shall be binding on the respective successors and assigns of
the parties to this License Agreement. Notwithstanding, a government contractor under contract to the government to
deliver Products may assign this License Agreement and Products acquired for delivery to its government customer
upon written notice to Azteca Systems, provided the government customer assents to the terms of this License
Agreement.
9.7 Survival of Terms. The provisions of Articles 2, 5, 6, 7, 8, and 9 of this License Agreement, and the provisions
of section 4.1 of Addendum 2, shall survive the expiration or termination of this License and Maintenance Agreement.
9.8 Equitable Relief. Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable
damage and that, in the event of such breach, in addition to any and all remedies at law, Azteca Systems shall have the
right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction.
9.9 US Government Licensee. The Products are commercial items, developed at private expense, provided to
Licensee under this License Agreement. If Licensee is a US government entity or US government contractor, Azteca
Systems licenses Products to Licensee in accordance with this License Agreement under FAR Subparts
12.211/12.212 or DFARS Subpart 227.7202. Azteca Systems Data and Online Services are licensed under the same
subpart 227.7202 policy as commercial computer software for acquisitions made under DFARS. The commercial
license rights in this License Agreement strictly govern Licensee's use, reproduction, or disclosure of Products.
Aztecs Systems Software source code is unpublished, and all rights to Products are reserved by Azteca Systems and
its licensors. Licensee may transfer Software to any licensed government procuring agency facility to which
computer(s) on which Software is installed are transferred. If any court, arbitrator, or board holds that Licensee has
greater rights to any portion of Products under applicable public procurement law, such rights shall extend only to the
portions affected.
9.10 Governing Law, Disputa, and Arbitration. This License Agreement shall be governed by and construed
in accordance with the laws of the State of California without reference to conflict of laws principles, except that
US federal law shall govern in matters of intellectual property. Except as provided in Section 9.8, any dispute
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25K-59
arising out of or relating to this License Agreement or the breach thereof shall be resolved in the following order:
Consultation and negotiation in good faith and a spirit ojmntual cooperation;
Mediation, by a mutually acceptable mediator chosen by the parties, which cast is shared equally;
Ifthe matter cannot be settled through negotiation or mediation, then it shall be finally settled by
arbitration administered by the American Arbitration Association under its Commercial
Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in a court of
competent jurisdiction. If Licensee is a US government agency, this License Agreement is subject
to the Contract Disputes Act of 1978, as amended (41 USC 601-613), in lieu of the arbitration
provisions of this clause. This License Agreement shall not be governed by the United Nations
Convention on Contracts for the International Sale of Goods, the application of which is expressly
excluded.
9.11 Maintenance. Maintenance for qualifying Software consists of updates and other benefits, such as access to
technical support, are provided during the Term of Use. Maintenance is specified as set forth in Addendum 112.
9.12 Feedback. Azteca Systems may freely use any feedback, suggestions, or requests for Product improvements
that Licensee provides to Azteca Systems. Regardless of the source of any feedback or suggestions, any
improvements to Cityworks Software or Products, and any related intellectual property, are owned by Azteca
Systems.
9.13 Patents. Licensee may not seek, and may not permit any other user to seek, a patentor similar right worldwide
that is based on or incorporates any Azteca Systems technology or services. This express prohibition on patenting
shall not apply to Licensee's software and technology except to the extent that Aztecs Systems technology or services,
or any portion thereof, area part of any claim or preferred embodiment in a patent application or a similar application.
9.14 Entire Agreement. This License Agreement, including its incorporated documents, addendums, and exhibits
constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any
previous license agreements, understandings, and arrangements between the parties relating to such subject matter.
Additional or conflicting terms set forth in any purchase orders, invoices, or other standard form documents
exchanged during the ordering process, other than product descriptions, quantities, pricing, and delivery instructions,
are void and of no effect. Any modification(s) or amendment(s) to this License Agreement must be in writing and
signed by each party or as otherwise provided in Addendum til.
IN WITNESS WHEREOF, the parties hereto have caused this License Agreement to be executed and made effective by
their respective authorized representatives.
AZTECA SYSTEMS, LLC
CITY OF SANTA ANA, a charter city and municipal
corporation organized and existing under the Constitution
and laws of the State of California - (LICENSEE)
By:
By.
Name: Brian L. Haslam
Name:
Title: President - CEO
Title:
Date: _. _ _ _.
Date:
ATTEST
APPROVED AS TO FORM
RECOMMENDED FOR APPROVAL
Maria D. Huizar .�
hn M.Futik' " "-_-= -•
Fred Mousavipour
Clerk of the Council
Assistant City Attorney
Executive Director
Public Works Agency
Standard License & Maintenance Agreement
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25K-60
ADDENDUM #1
PRODUCT LICENSING
1. Licensed Software:
Server AMS Standard Cityworks Departmental Enterprise License Agreement (ELA) Includes
Unlimited Quantities of the Identified Products:
Office
Tablet
Respond
Mobile Native Apps (for iOS/Android)
--Includes the following Add-ons:
Storeroom
Equipment Checkout
Contracts
Cityworks Analytics for AMS
Cityworks for Excel
eURL (Enterprise URL)
MicroPaver Interface
Performance Budgeting
Web Map Manager
Web Hooks
Local Government Templates (LGT)
Use of Cityworks AMS Application Programming Interfaces (APIs) with commercially available
Cityworks-centric applications that are licensed and maintained by authorized Cityworks partners
Annual fee.herein is based on 300,001 to 350,000 population range,
Additional Sofnvare Products & Licenses: Additional Software Products & licenses may be added to this
License Agreement with either an acknowledgement of an official Cityworks quote signed by Licensee
and additional fees, ifnecessary or applicable being paid, or receipt of Purchase Orderfrom Licensee in
response to an official Citymorks quote and additionalfees, ifapplicable beingpaid.
2. Notices & Licensee Information: Until or unless otherwise, modified, all notices relevant to this
agreement shall be sent to the following address:
Azteca Systems, LLC
11075 South State, Suite 24
Sandy, Utah 84070
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92701
Attn: Trevor Bur an
E-mail: tburean@santa-ana.org
Phone: 714.647.5657
3. Delivery Date/Effective Date of Software
MMIDDIYYYY
0113112018
Standard License & MaintenanceAgreement Page 9 of 14 10116 ed.
25K-61
4. Schedule of Payments and Fees under License and Maintenance Agreement
SupportPerlod"
Date-
Fromrra
Amount,
Period
01/31/2018-01/30/2019
575000.00
Period 2
01/31/2019— 01/30/2020
575 000.001
Period 3
01/31/2020 — O V30/2021
575 000:00 `
5. Additional
Updates to the above licensed software means a subsequent release of the program which Azteca
generally makes available to its supported customers as part of the annual maintenance plan for
which fees have been paid.
Occasionally, Azteca changes the name of its licensed software as part of its ongoing process to
improve and increase the functionality of the software. In the event the software licensed or
listed above changes in name, and/or improvements are made, Azteca will provide software with
functionality that is similar to or with substantially the same or greater functionality of the
originally licensed software, provided all current license fees have been paid.
Updates may not always include any release, option or future program that Azteca licenses
separately. Updates are provided when available (as determined by Azteca). Azteca is under no
obligation to develop any future programs or functionality. Any updates made available will be
delivered to you, or made available to you for download. You shall be responsible for copying,
downloading and installing the updates.
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25K-62
ADDENDUM 92
STANDARD MAINTENANCE AND SUPPORT
Standard Maintenance and Support Addendum provisions are between the Licensee and Azteca, Systems, LLC.
Maintenance and Support are provided subject to the terms and conditions of the signed License Agreement and which is
incorporated by reference.
1. MAINTENANCE & SUPPORT: Azteca Systems will provide maintenance and support services to Licensee
for qualifying Products during the applicable Term for such Products provided the applicable license fees have been paid
for the times and periods and amounts specified in Addendum #l. Maintenance and Support Services consist of the
following benefits: Technical support, new version software, service packs, software upgrades, and software updates.
1.1. Azteca Systems will ensure upward compatibility for the Covered Software applications within a
reasonable timeframe for minor Esri® ArcGIS and Cityworks supported database revisions Azteca Systems
will not ensure upward compatibility for Covered Software Applications when there are major Esti ArcGIS
revisions (for example, from rev IO.x to rev I Lx), however Azteca Systems will make all reasonable efforts to
provide upward compatibility.
1.2. Azteca Systems shall, without additional charge (except as allowed for in paragraph 3.4), during the
term of this Agreement provide the following:
(a) Software Updates. Software Updates includes Upgrades and service packs which are a
collection of files that enhance or correct the Covered Software and which will be available
for Licensee to download during the Maintenance Tenn/Period. Updates and Upgrades may
also include new versions;
(b) Provide Telephone Support, Email Support, Web Support, during normal business hours, 8
AM to 5 PM Mountain Time, Monday through Friday (excepting Holidays) and after hour
emergency support line, and other benefits deemed appropriate by Azteca Systems (as set
forth in Section 2 below); and
(c) Implement and maintain a means of secure, remote direct network access (VPN, Web -access,
etc.) to the Licensee's systems in order to perform thorough remote diagnostics.
1.3 The following items, among others, however, are specifically excluded as support services under this
section of this Maintenance and Support:
(a) Support for applying or installing upgrades and service packs;
(b) Assistance with questions related to third party software, computer hardware, networking,
and other similar items that are not provided by Azteca;
(c) Assistance with computer operating system questions not directly pertinent to the Covered
Software or Program Modifications;
(d) Licensee Data debugging and/or correcting;
(e) Services necessitated as a result of any cause other than authorized ordinary and proper use
by the Licensee of the Covered Software, including but not limited to neglect, abuse,
unauthorized modifications and/or unauthorized updates;
(f) Consulting regarding customizations created to function with the Covered Software unless
the customization is identified and listed as Covered Software in Addendum 1;
(g) Assistance with applications which are not part of a standard life cycle, such as preview,
beta, or candidate releases; and
(h) Questions such as configuration, implementation and walk-throughs.
1.4 Support Periods are renewable unless terminated as provided in Section 4 below. The Maintenance
Services consists of software and documentation updates and access to technical support via telephone, email,
web -based (www.MyCityworks.com] and after hours support as set forth in Section 1 of this Addendum.
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1 0/16 ed.
1.5. Technical support provided pursuant these maintenance provisions shall be performed in a professional
and workmanlike manner. Azteca Systems will use commercially reasonable efforts to provide corrections to a
technical issue or provide a workaround, but Azteca Systems cannot guarantee that all technical issues can be
fixed or resolved.
1.6. Authorized Callers. Licensee may designate a limited number of authorized callers per software
product listed in Addendum 1. Licensee may replace Authorized Callers at any time by notifying Azteca
Systems Support services. Authorized callers may be designated in this Addendum #2 or by email. Azteca may
limit the total number of authorized callers as may be reasonably necessary and may request an updated list of
authorized callers.
1.7. Cityworks Online Support and Customer Portal. Azteca has created a self-help support website
center for Authorized Callers to submit technical issues, chat with technical specialists, track technical support
incidents through the'MyCityworks' portal, and view technical articles, updated product documentation, blogs,
links to forums, and technology announcements. The support and care website can be found at
httpJ/wivw.mycityworks.com.
2. PROCEDURES FOR ACCESSING SUPPORT:
2.1. All problem categories from routine, non-critical and critical that occur during normal business hours
shall procedurally occur as follows: 1) Licensee's system administration staff as first line of support, and then 2)
Azteca Systems staff as the second line of support. Azteca Systems will make all reasonable efforts to
acknowledge all requests for support during normal business hours within 4 hours.
2.2. Prior to calling Azteca Systems for support services, the Licensee will first attempt to isolate any
problems that occur within the Licensee's System. The Licensee will try to reduce the problem down to a
specific software or system component. If it is determined that the problem is The Cityworks Software
component, Licensee will first try and resolve the problem without Azteca Systems' involvement. If Licensee
cannot resolve the problem or isolate the problem, Licensee may contact Azteea Systems via telephone, chat, or
self-service portal. In each case, Cityworks technical support will log the information and provide, an answer to
the question, a resolution to the problem, or submit a verified bug to the development group. Any support
request that is not quickly resolved will be assigned to a technical support representative. Phone calls and chat
requests are accepted during normal business hours as outlined on the Contact Support page of
MyCityworks.com. Voicemails and requests submitted via the self-service portal outside of the posted business
hours will be responded to on a first come, first served basis the next business day.
2.3. For critical problems that occur outside of Azteca Systems' normal business hours (8 AM to 5 PM,
Mountain Time) and cannot be isolated and resolved by the Licensee, Azteea Systems will provide an after-
hours phone number or pager number that will forward the call to the currently assigned Azteca Systems
support representative. Azteca Systems will make all reasonable efforts to acknowledge and respond to the
request for support for critical problems that occur outside of normal business hours within 4 hours of receipt of
the call from a designated and authorized Licensee representative. Critical problems are defined as problems
that cause several users to be unable to perform their duties. For routine and non-critical problems Licensee
will submit support requests during normal business hours as outline in 2.2 above.
2.4. After a Technical Support Incident is logged, Azteca Systems will use commercially reasonable efforts
to provide corrections to a technical issue or provide a work around. While it is Azteca's goal to provide an
acceptable solution to technical issues, Azteca cannot guarantee that all technical issues can be fixed or
resolved.
2.5. Azteca will use all reasonable efforts to utilize remote support -type services. However, in the event
Licensee and Azteca Systems agree it becomes necessary for Azteca Systems to be on-site to provide support
for the Covered Software, the parties by mutual negotiation, shall develop a separate agreement that will govern
the terms and conditions for any on-site work or services.
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25K-64
3. CHARGES/FEES
3.1. License, Maintenance and Support Services herein are included in the payment of annual fees as set
forth in Addendum 91, and shall be paid by Licensee. The annual fee for each twelve (12) month period is set
forth in Addendum 41, and shall be paid prior to the start for each License and Maintenance Period unless
otherwise specified. The annual fee for successive Terms/Periods (twelve-month periods) commencing upon
the anniversary of the first maintenance period, shall become due prior to the end of the preceding paid-up
Maintenance Period.
3.2. Upon sixty (60) days written notice, the fee for the License and Maintenance Periods listed in
Addendum I subsequent to year three (3) of the Maintenance Period, may be adjusted by Azteca Systems to
reflect increases in costs of providing the services; provided, however, that the fee shall not increase by more
than the CPI from the previous annual fee. Azteca Systems will notify Licensee of the new pricing no later than
ninety (90) days prior to the annual renewal date of the year preceding the year for which such adjusted pricing
applies.
3.3. Maintenance Expiration. Azteca Systems will send Licensee a notice of expiration approximately
sixty (60) days before the Maintenance tern expires. If Azteca Systems does not receive a purchase order prior
to the expiration date, Azteca will send the notification to Licensee upon expiration of the Maintenance term.
Azteca Systems will continue to provide technical support for an additional thirty (30) days, but Licensee will
no longer receive Software updates released after the Maintenance term's expiration. If Licensee does not
reinstate Maintenance within thirty (30) days of the expiration date, Licensee will no longer receive technical
support. All other Maintenance benefits and Support services will end with the expiration of the Maintenance
term.
3.4. Reinstatement Fee for Lapsed Maintenance. Azteca Systems will reinstate Maintenance if Licensee
sends a purchase order or payment within thirty (30) days of the expiration date. If Licensee does not renew
Maintenance within thirty (30) days of the expiration date but at a later date wants to reinstate Maintenance,
Maintenance fees will include the Maintenance fees that Licensee would have paid since the expiration date.
4. MISCELLANEOUS
4.1. Data Confidentiality Statement: Azteca Systems will take reasonable measures to ensure that any
Licensee data and/or confidential information provided to Azteca Systems is not inappropriately accessed or
distributed to any third -party. Data provided to Azteca Systems by the Licensee may be loaded onto Azteca
Systems servers or employee computers for the purpose of testing The Cityworks Software, database structure,
or database values, and related Esri® software to resolve database or software performance issues, software
enhancements and software defects. Al no time will the data be distributed to individuals or organizations who
are not Azteca Systems employees without first receiving written approval from Licensee. If requested by the
Licensee, and once the testing has been completed, Azteca Systems will delete all data provided by the
Licensee.
4.2. No Implied Waivers: No failure or delay by Azteca Systems or Licensee in enforcing any right or
remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or
remedy by Azteca Systems.
SiandardLicense &Maintenance Agreement Page 13 of 14
25K-65
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ADDENDUM M
THIRD PARTY CONSULTANT/CONTRACTOR ACKNOWLEDGMENT
If Licensee engages any Third Party Contractor and desires to grant access to or permission to use the
licensed software, the access may be granted subject to the following terns conditions and provisions:
1. Access and use of the Licensed Products by any third party is solely for Licensee's benefit;
2. The Third Party Contractor (or, if applicable, its employee) shall be considered, as applicable, the
Authorized User for purposes of the applicable license type, and all use by such contractor shall be
in accordance with the terms and conditions of the License and Maintenance Agreement;
3. Before accessing the Licensed Products, the Third Party Contractor agrees in writing that (a) the
software shall be used solely in accordance with the terms of this Agreement and solely for
Licensee's benefit and (b) said contractor shall be liable to Aztecs Systems for any breach by it of
this Agreement;
4. Licensee hereby agrees and acknowledges that Licensee will be liable for any and all actions or
omissions of the Third Party Contractor with respect to the use of the Licensed Products, as if such
actions or omissions were the Licensee's;
S. Upon expiration or termination of this License Agreement, the rights of usage to any Third Party
Contractor shall immediately terminate;
6. Use of the Software by such Third Party Contractors on Licensee's behalf will be governed by the
terms of this Agreement, and will require that Licensee purchase the appropriate license for each
user utilized by such contractor,
7. Any breach of this Agreement by any Third Party Contractor(s) will be deemed to be a breach by
Licensee;
8. Licensee will ensure that Third Party Contractor agrees to comply with and does comply with the
terms of this Agreement on the same basis as the terms apply to Licensee; and
9. Any Third Party Contractor must sign a copy of this Addendum acknowledging that it has a copy of
the License Agreement and agrees to the terms herein, further Licensee shall provide a signed copy
of this Addendum for every Third Party contractor to which it has granted permission to access
and/or use the licensed software;
The rights granted under Third -Party Contractor Addendum, do not modify the license or increase the number
of licenses granted under this Agreement. Third -Party Contractor acknowledges acceptance by signing
below, and providing a copy to Azteca Systems at contracts(@citvworks.com.
Third Party Contractor Name (Print)
By:
Authorized Signature
Date:
Slandord License & Maintenance Agreement Page 14 of 14 10/16 ed.
25K-66
AGREEMENT TO PROVIDE ENTERPRISE ASSET MANAGEMENT
CONSULTING AND IMPLEMENTATION SERVICES
THIS AGREEMENT is made and entered into this 19th day of December, 2017 by and between
`J4tjTf,, Yii (-"Consultant"), and the City of Santa Ana, a charter city and municipal corporation
organized and existing under the Constitution and laws of the State of California ("City").
RECITALS
A. On September 19, 2017, the City issued Request for Proposal No. 17-101, by which
it sought a consultant to provide enterprise asset management software selection
and implementation services.
B. Consultant submitted a responsive proposal that was selected by the City.
Consultant represents that it is able and willing to provide the services described in
the scope of work that was included in RFP No. 17-101 and attached as Exhibit A,
as related to the consulting and implementation services described therein, and as
further defined, clarified, or modified in Consultant's proposal dated October 19,
2017, which was submitted in response to RFP No. 17-101. In the event of a
conflict between the applicable scope of services included in Exhibit A and
Consultant's proposal, the Consultant's proposal shall govern.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably
be expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES AND CONSULTANT'S PROPOSAL
Consultant shall perform the services that are described in Exhibit A, as related to the
consulting and implementation services described therein, and as further delineated in Consultant's
proposal. Consultant's proposal is incorporated by reference as though fully set forth herein,
including without limitation the proposal for inventory of traffic control devices dated December
5, 2017. In the event of a conflict between the applicable scope of services included in Exhibit A
and Consultant's proposal, the Consultant's proposal shall govern. Consultant's proposal includes
a software solution developed by a third party. City intends to separately enter into a software
license agreement directly with the third party software developer for this software. All matters
pertaining to performance, warranties, and guarantees applicable to the software shall be as
provided in the software license agreement between the City and the software developer, whereas
all matters pertaining to performance, warranties, and guarantees applicable to implementation and
integration services for the selected software shall be as provided in this Agreement between the
City and Consultant.
2ib�7
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services
under this Agreement, the rates and charges identified in Exhibit B and Consultant's
Proposal` The total sum to be expended under the term of this Agreement shall not
exceed $966;033.: _This sum is comprised of (1) the amount of $37&212 for
implementation "services, (2) $500,000;_for data collection, and (3) a 10%
contingency in the amount of•$87,821 Yfor additional services to be elected at the
City's sole discretion.
b. Payment by City shall be made within forty-five (45) days following receipt of
proper invoice evidencing work performed, subject to City accounting procedures.
Payment need not be made for work which fails to meet the standards of
performance set forth in the Recitals and Scope of Work, which may reasonably be
expected by City.
3. TERM
This Agreement shall commence on the date first written above and terminate on December
1,8,_r^2020, unless terminated earlier in accordance with Section 16, below. The -term of this
.,.
Agreement may be extended for two 2=yea`r periods:upon a writing executed by the City Manager
and City Attorney.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer-employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Consultant
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Consultant shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Consultant shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant
shall require all subconsultants to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents & Data the subconsultant prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal right to license any and all
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25K-68
Documents & Data. Consultant makes no such representation and warranty in regard to
Documents & Data which were provided to Consultant by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain
and shall require its subconsultants, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming the City, its officers, employees, agents,
volunteers and representatives as additional insured(s) and shall include, but not be
limited to protection against claims arising from bodily and personal injury,
including death resulting therefrom and damage to property, resulting from any act
or occurrence arising out of Consultant's operations in the performance of this
Agreement, including, without limitation, acts involving vehicles. The amounts of
insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property
damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the
aggregate, Such insurance shall (a) name the CITY, its officers, employees, agents,
volunteers and representatives as additional insured(s); (b) be primary with respect
to insurance or self-insurance programs maintained by the CITY; and (c) contain
standard separation of insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include
coverage for owned, hired and non -owned automobiles.
C. Worker's Compensation Insurance. In accordance with the California Labor Code,
Consultant, if Consultant has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to
commencing the performance of the work under this Agreement, Consultant agrees
to obtain and maintain any employer's liability insurance with limits not less than
$1,000,000 per accident.
If Consultant is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit
of not less than $1,000,000 per claim with $2,000,000 in the aggregate.
e. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
(i) Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
25�C3 69
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved by the City.
(iii) Certificates and policies shall state that the policies shall not be cancelled
or reduced in coverage or changed in any other material aspect, by
consultant, without thirty (30) days prior written notice to the City (ten (10)
days prior written notice for cancellation for non-payment of premiums).
(iv) Consultant shall supply City with a fully executed additional insured
endorsement.
f.' If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has
been procured and is in force and paid for, the City shall have the right, at the City's
election, to forthwith terminate this Agreement. Such termination shall not affect
Consultant's right to be paid for its time and materials expended prior to notification
of termination. Consultant waives the right to receive compensation and agrees to
indemnify the City for any work performed prior to approval of insurance by the
City.
INDEMNIFICATION
Consultant agrees to indemnify and hold harmless the City, its officers, agents, employees,
consultants, special counsel, and representatives from liability and reasonable defense attorney's
fees incurred by the City; (1) for personal injury, damages, just compensation, restitution, judicial
or equitable relief arising out of claims for personal injury, including death, and claims for property
damage, to the extent caused by the negligence or willful misconduct of the Consultant or its
subconsultants, agents, employees, or other persons acting on their behalf which relates to the
services described in section 1 of this Agreement; and (2) provided that any claim that personal
injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the
terms of this Agreement. This indemnity and hold harmless agreement applies to all claims for
damages, just compensation, restitution, judicial or equitable relief suffered by reason of the events
referred to in this Section or by reason of the terms of this Agreement. City may make all
reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding
the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the
above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims
that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
Consultant.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend, indemnify and hold harmless the City, its officers, agents,
representatives, and employees against any and all liability, including costs, and attorney's fees,
for infringement of any United States' letters patent, trademark, or copyright contained in the work
product or documents provided by Consultant to the City pursuant to this Agreement.
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25K-70
9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed
under this Agreement. Consultant shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Consultant under this Agreement. All such records and
invoices shall be clearly identifiable, Consultant shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Consultant under this Agreement.
10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant agrees that
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include all
nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
information that (a) Has been disclosed in publicly available sources; (b) is, through no fault of the
Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant
without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
is independently developed by the Consultant without reference to information disclosed by the
City.
11. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interest and shall not have interests, direct or
indirect, which would conflict in any manner with performance of services specified under this
Agreement.
12. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
Pa e5of8
25C-71
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax 714-647-6956
Executive Director
Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, CA 92702
Fax 714-647-5635
To Consultant: Woolpert, Inc.
116 Inverness Drive East, Suite 105
Englewood, CO 80112-5125
Fax 303-925-1401
Attn: Dave Feuer, Vice President
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. I£ sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth on the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be excluded.
13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral
or written, between the parties. In the event of a conflict between the terms of this Agreement and
any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be
modified except by written instrument signed by the City and by an authorized representative of
Consultant. The parties agree that any terms or conditions of any purchase order or other
instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not
bind or obligate Consultant or the City, Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party, which are not embodied herein.
14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement
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25K-72
shall be construed to limit the City's ability to have any of the services which are the subject to
this Agreement performed by City personnel or by other consultants retained by City.
15. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or
remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
16. TERMINATION
This Agreement maybe terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of
termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to
deliver to the City all work product completed as of such date, and in such case
such work product shall be the property of the City unless prohibited by law, and
Consultant consents to the City's use thereof for such purposes as the City deems
appropriate.
b. Payment need not be made for work which fails to meet the standard of
performance specified in the Recitals of this Agreement.
17. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, relation, sex, marital status,
sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
employment related activities or in connection with any activities under this Agreement.
Consultant affirms that it is an equal opportunity employer and shall comply with all applicable
federal, state and local laws and regulations.
18. JURISDICTION -VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, perfonnance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California, Both parties further agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in comiection with or by reason of this Agreement.
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25K-73
19. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
I} All exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
MARIA D. HUIZAR
Clerk of the Council
APPROVED AS TO FORM
SONIA R. CARVALHO
City Attorney
Ey.
Oiss'stantl`City
M.unkk Attorney
RECOMMENDED FOR APPROVAL
FRED MOUSAVIPOUR
Executive Director, Public Works Agency
CITY OF SANTA ANA
RAUL GODINEZ II
City Manager
CONSULTANT
Name:
Title:
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25K-74
CITY OF SANTA ANA EXHIBIT A
RFP NO.: 17-101
ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES
Appendix
ATTACHMENT 1: SCOPE OF WORK
Introduction and Background
The purpose of this RFP is to solicit proposals from software suppliers, value added resellers and/or system
integrators, working together or separately, who can demonstrate that they possess the organizational,
functional, and technical capabilities to provide and implement an Enterprise Asset Management System
(EAMS)/Computerized Maintenance Management System (CMMS) solution that meets the City's needs and is
tightly integrated with ESRI ArcGIS.
Santa Ana is the county seat and second most populous city in Orange County, California. The United States
Census Bureau estimated its 2011 population at 329,427, making Santa Ana the 57th most -populous city in the
United States. Santa Ana is located in Southern California, adjacent to the Santa Ana River, about 10 miles (16
Ion) away from the California coast. Founded in 1869, the city is part of the Greater Los Angeles Area, the
second largest metropolitan area in the United States with almost 18 million residents in 2010.
Proiect Obiectives
The objective of this project is to develop and implement software that manages infrastructure asset -related data
relating to field inspections, asset management, work order management, lifecycle management, asset
criticality, and replacement planning and reporting.
The City has set an initial budget of approximately $400,000 for the implementation effort and $75,000 for the
acquisition of software licensing. The City desires a two-year implementation schedule for tasks outlined in the
scope of work. The City will work with the selected Consultant to prioritize the work to ensure that higher
priority projects are completed first and within the City's initial budget.
The overall goal of the EAMS is to provide the City with the following benefits:
• Provide the City with industry standard "best practices" for the management of City -owned assets.
• Improve overall service responsiveness and accountability
• Improve data integrity and reduce staff hours spent in locating key data
• Allow the City to maximize its infrastructure investment by scheduling asset maintenance before failure
(lifecycle analysis).
The ideal essential features and functions of this software will:
• Enable field operations via a mobile application related to GIS -based assets and related work
management to perform and schedule preventative maintenance or inspection tasks.
• Provide standard and customizable reports, executive dashboards and metrics related to asset
management.
• Host a configurable application accessible via a standard Internet browser that enables automation of
asset related tasks, inputs for asset criticality and other lifecycle analysis (for example, COF/POF).
• Manage documents associated with specific assets and systems either by linking to an existing EDMS or
internally within the EAMS.
• Tightly integrate with ESRI ArcGIS and use GIS -based attributes and related tables for system
functions, calculations, and reporting.
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CITY OF SANTA ANA
RFP NO.: 17-101
ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES
• Implement a complete commercial off-the-shelf (COTS) software application solution that provides full
functionality in a single, integrated solution.
This RFP is focused on the implementation of the EAMS/CMMS for the Public Works Agency and does not
include data collection or implementation tasks for other City agencies or departments.
CURRENT ASSET MANAGEMENT ENVIRONMENT
Santa Ana's Public Works Agency (PWA) builds and maintains the infrastructure and services that serve the
community. PWA currently uses a variety of non-integrated solutions for asset management and service
request tracking. Asset Management applications at the City represent various software and databases that are
used for specific departmental purposes. The current asset management approach is characterized by disjointed
and inadequate approaches for asset policy development, asset inventory, work management, information
gathering and analysis, and information systems integration. The existing approaches represent a mix of
historical practices and newer modernization initiatives that have emanated from silos of varying business
practices.
The following list illustrates the collection of asset management -related applications serving specific purposes
within the Public Works Agency of the City. Most of the applications reference information is location based
with some integrated with underlying GIS technology.
• Anp-Order — web -based service request management; tracks requests for service among various
departments (i.e. MySantaAna).
• Arbor Access Online - hosted software used by West Coast Arborists to track tree inventory,
maintenance history, and work orders.
• CIP Database — The City uses a custom SQL server database application to manage CIP project
information.
• Cityworks — used by Public Works Water Division for work order management at pump stations,
reservoirs, and lift stations.
• Bentley CivilStorm — used for modeling the storm drain network.
• IDModeline Sedaru — used by PWA for hydraulic modeling.
• iWater— InftaMao — mobile field work management software used by PWA Water.
• PAVER/ StreetSaver—pavement management software used by PWA Engineering.
• Traffic Division Database Applications — Microsoft Access Database applications used to track requests
for service, installations of signs and pavement markings, etc.
• Transdyn Dynac SCADA — used by PWA Water to monitor and control production facilities, reservoirs
and distribution network.
Mobile Comoutine
Mobile computing provides field users with access to applications and data that are spatially enabled to
assist in recording and analysis of data based on location. The following mobile applications for asset
management are currently being used by the City.
• Citvworks — used for Public Works Water plant maintenance work orders, but designed for field use in
utility distribution system and facility asset maintenance.
• iWater — InfraMan — used by Public Works Water for managing water distribution system maintenance
activities.
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CITY OF SANTA ANA
RFP NO.: 17-101
ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES
• App -Order — citizen engagement phone application for graffiti tracking, utility maintenance requests,
city sign inventory and maintenance requests, illegal dumping, and other service requests.
The Public Works Agency desires to integrate the results of these efforts into one solution, starting with the
assets that are not currently managed and then eventually progressing to the migration of all assets into one
unified system.
Description of Work
SCOPE OF SERVICES
Using the findings from the City's recently completed Enterprise GIS and Asset Management Implementation
Plan project, the City has established a base level of requirements for the CMMS/EAMS. Using these
requirements the City will select a CMMS/EAMS solution from the results of this RFP. The City intends to
enter into an agreement to purchase software licenses from the selected Vendor.
Software requirements
The City desires an integrated `off-the-shelf' solution that will meet its core requirements out of the box with
minimal modifications, but the City is not opposed to customization if it is required. The goal of this strategy is
to optimize system utilization for all users, improve response times, reduce errors, reduce manual efforts,
improve analytical capabilities, and improve customer service. The City intends to minimize its total cost of
ownership without any degradation in performance and level of service, and to implement a system in which it
can remain on the system's upgrade path with minimal cost and business impact.
• The City is looking for the most cost-effective approach to license acquisition. This could be either an
enterprise license for all users of the City at one annual cost or it could be concurrent, user -based
licenses purchased in set quantities as the user base increases over time.
• If possible, the City desires to acquire the licenses incrementally and gradually purchase software
licenses as GIS/Asset data is made available and modules are ready for implementation.
• The City desires a licensing model that does not restrict use by named user and allows the City to have
maximum flexibility during implementation.
• The Vendor may offer multiple proposals for license acquisition and the City will choose the proposal
that best fits its needs.
For the purpose of uniform response, the City has prepared a response matrix so the proposals can be easily
compared. The uniform response matrix is available as a digital file via the City website or by e -mailing the
project manager listed on the front page of the RFP.
Uniform Response Matrix Instructions:
• For each numbered line, input a brief response in the Vendor Response column:
Y
Functionality is supported by current release of the software.
3P
Supported by third party software (i.e. — software not provided as a part of this
proposal).
C
Customization is required to meet this requirement.
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RFP NO.: 17-101
ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES
r I rurUre runctionalitv, Planned for release in a future version of the software.
N Function is not supported.
• Add any additional information in the Vendor Comment column. Proposers should avoid modifying
the structure of the rows and columns in the file.
• Include both a printed and a digital version of the Uniform Response Matrix with your submitted
proposal. Acceptable file format is Microsoft Excel 2010 or above.
For this RFP, the City intends to select a Vendor or Vendors to assist with the completion of the tasks as
described below.
Task One: Collect and Develop Asset / GIS Data for PWA - The City currently has several areas where GIS
based asset data is either inadequate or missing. For this task, the selected implementation consultant will assist
the City with creating an inventory of existing assets to determine what datasets currently exist, the quality of
those datasets and what kind of information still needs to be collected for the best utilization in the selected
CMMS/EAMS software package. The selected consultant will then provide general cost estimates to complete
each data collection. project so the City can prioritize and budget accordingly. Depending on the ability of the
selected consultant to perform GIS data collection tasks, the City may or may not choose to release separate
RFPs for the identified tasks.
The selected consultant is expected to perform the following tasks:
• Develop a detailed list of all PWA related assets according to the following priorities:
• High Priority
o Pavement (Review existing data, recommend method for integration into
EAMS/CMMS)
o Traffic Control Devices (signs, striping, signals, etc.)
• Medium Prioritv
o Street lights (city -owned & non -city -owned for LED conversion project)
o Flood control devices (storm drains, catch basins, culverts, etc.)
o Sidewalks, including ADA Ramps
• Low Priority
o Street Trees & Median features
o City Monuments, Other ROW Features
o Etc.
Determine what effort is required for the listed/discovered assets to ensure the implementation in
the EAMS/CMMS is successful (GIS data collection, schema / attribute development, etc.).
o Develop a GIS attribute schema that is compatible with the selected EAMS/CMMS and
also works with the ESRI Local Government Information Model (LGIM).
o Create a data development plan that describes the methodology and processes that will
used to collect and develop the proposed GIS asset layers.
o Convert existing GIS features to match the newly proposed EAMS/CMMS formats.
Based on industry experience, the selected Vendor(s) will provide cost estimates to collect the
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RFP NO.: 17-101
ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES
data and may also issue a proposal to collect the information if they are capable. The City may
choose to release separate RFPs for data collection tasks as needed.
Task Two: Develop Detailed EAMS Workflows and Integrations for PWA — In coordination with the City
the selected Consultant(s) will develop new workflows as well as refine and improve upon the existing
workflows created during the Enterprise GIS and Asset Management Implementation Plan project. The
consultant will conduct workflow design workshops for all identified asset groups based on priority and tailor
the workflow for the best integration for the selected EAMS. The selected Consultant will also identify areas
that may require customization of the selected EAMS software and what may be required to integrate the
EAMS with existing City systems. It is the goal of the City to use a minimally modified, off-the-shelf system.
Excessive customizations to meet City requirements are not desirable and will only be considered if there are no
other viable alternatives.
The selected Consultant is expected to perform the following tasks:
• Review existing City workflows as they pertain to maintaining PWA assets and conduct workflow
design workshops for all identified asset groups. Diagram results as needed.
• Develop new EAMS/CMMS based workflows and refine the existing workflows that were created
during the Enterprise GIS and Asset Management Implementation Plan project.
• Determine required mobile hardware needed for implementation of the newly designed EAMS
workflows (cell phones vs. tablets, operating system standardization, etc.). The selected Consultant will
work with the City to install, configure and test the workflows on the mobile hardware prior to "go live".
• The City desires the ability to also use the EAMS to integrate with an existing CIP project database
developed by the City. The integration should be able to display project locations on a map and report
on status. If the required customizations exceed available funding, the selected Consultant will prioritize
based on discussions with the City.
• The selected Consultant will identify, design, and execute the customizations needed to integrate the
EAMS/CMMS with existing City systems. If the required customizations exceed available funding, the
selected Consultant will prioritize based on discussions with the City.
Configuration and Training for PWA — In coordination with the City the selected consultant will install and
configure the selected EAMS software and provide any customizations that are required to support City
operations. The selected consultant will offer multiple training workshops prior to "go live" and will continue
to offer on-site support during the rollout of the software.
The selected Consultant is expected to perform the following tasks:
• CMMS Installation Plan [document]—Develop a detailed installation plan for the EAMS/CMMS
software. Coordinate with City staff to ensure the technical requirements for the EAMS/CMMS software
match the proposed hardware and network configurations. The plan should also address any specific
backup and restore procedures required for the selected software.
• CMMS Configuration Workshops [event]—a series of meetings to establish the CMMS software
configuration requirements.
• CMMS Configuration Report [document]—a document describing the intended CMMS configuration,
including employees, service request templates, work order templates, and custom inspections, and so
forth.
• CMMS Installation and Configuration [event]—installation and configuration of the core CMMS
software, including system integrations, in accordance with the CMMS Install Plan and CMMS
25K-79.
CITY OF SANTA ANA
RFP NO.: 17-101
ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES
Configuration Report. The CMMS Install Plan should be updated to reflect actual installation logins and
parameters used in order to serve as system documentation.
• Legacy System Data Migration [event]—migration of work activity history information from legacy
systems, as may be defined in the CMMS Install Plan.
• CMMS User Guides and System Administration Guide [documents] --copies of the commercial
documentation.
• Development Review Workshops [event]—onsite or web meetings to review progress with the CMMS
configuration.
• Training Materials [document]—materials that will be used for office end-user and system
administration training.
• Acceptance Test Plan [document]—describes the tests that will be performed to evaluate and accept the
CMMS configuration.
• Tester Training [event]—training session(s) for the City acceptance testing team.
• Acceptance Testing [event]--aty testing in accordance with the approved test plan.
• Training Plan [document]—a document describing who, what, and when for upcoming training sessions.
• Office End User Training Sessions [events]—training sessions for office -based users.
• Production Rollover [event]—transition users and data from legacy system(s) to new CMMS system in
accordance with the CMMS Install Plan.
• Rollout Support [event]—support to office users during production rollout of core applications.
• System Administration Training [events]—training sessions for CMMS system, configuration, and
database administrators.
After the completion of the initial three tasks, the City intends to use the selected Consultant for additional
EAMS/CMMS implementation work even if it is not explicitly defined in the scope of work of this requesi.
This will allow the City to continue to work toward a complete and functional enterprise system.
FEE PROPOSAL INSTRUCTIONS
The City requires a firm, fixed-price proposal with clearly defined deliverables based on the task descriptions in
this request. The proposer should provide the total number of hours required to complete the project and also
include the hourly rates of all team members working on the project.
After the final selection has been made, the City will enter into negotiations with the Consultant to clarify the
work performed based on the City's priorities for implementation.
CITY RESPONSIBILTIES
The City will assign a project manager to oversee the progress of the project and other services as needed
throughout the contract. The City's Information Technology staff will assist the selected consultant as needed
throughout the installation process if the proposed solution is installed on the City's network.
The City will provide access to information contained within its databases as necessary and will assist the
selected Consultant in the integration process as mutually determined.
Please note the deadline for requests for information below. If required, the City will release one addendum to
25K-80
CITY OF SANTA ANA I ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND
Fee Proposal
' Woolpert offers the following fee proposal for our scoped project
EXHIBIT B
SERVICES
' 1
PHASE 1 I PROJECT MANAGEMENT
✓
1.1: Project Administration.........................$25,907.00
✓
1.2: Ongoing Project Management
7
Activities ....................................................$17,583.00 $46,333.00
7
✓
PM.3 Project Kick -Off Meeting ....................$2,843.00
0
2
0
PHASE 21 IMPLEMENTATION PLANNING
✓
2.1: Software Demonstrations ......................$7,161.00
✓
2.2: Pre -Planning Discovery ......................$25,779.00
°�
✓
2.3: Cityworks Installation ..................... Not applicable
,�
✓
2.4: Business Process Reviews .................$11,282.00
2
✓
2.5: GIS Data Review and—$106,536:00-
Recommendations.....................................$29,205.00
✓
2.6: System Integrations and Consolidations
Planning ....................................................$28,409.00
✓
2.6: Quality Control......................................$4,700.00
2
3
PHASE 31 SYSTEM CONFIGURATION
7
✓
3.1: Initial Configuration Document..............$2,746.00
✓
3.2: Core Cityworks AMS Configuration ..... $81.060.00
✓
3.3: System Review and Approval ...............$4,052.00 $92,558.00
.4)
✓
3.4: Quality Control......................................$4,700.00
4
PHASE 41 ADVANCED FUNCTIONALITY
✓
4 1 • System Integrations $15 000 to $25 000
✓ 4.2: Data Migrations.......
✓ 4.3: Advanced Reporting
✓ 4.4: Quality Control........
$15,000 to $20,000
,. $5,000 to $10,000 Not Applicable
.... $1,300 to $3,500
? 25K-81
$36,300 to
$58,500
!v
CITY OF SANTAANA I ENTERPRISE ASSET MANAGEMENT SOFTWARE SELECTION AND IMPLEMENTATION SERVICES
5 PHASE 5 1 SYSTEM DEPLOYMENT
c4
✓
4.1: Test Plan ..............................................$8,724.00
✓
4.2: Unser Acceptance Testing ..................$15,897.00
✓
4.3: End User Training...............................$18,474.00
✓
4.4: Cutover and Go -Live ...........................
$74285.00
$28,370.00
✓
4.5: Quality Control......................................$2,820.00
5 PHASE
5 1 EXTENDED SUPPORT
✓
5.1: Extended Support ........................................$0.00
$0.00
N.e
Notes:
1. Cityworks Installation. The reason why this task is zero dollars is because Woolpert in proposing that
the City implement the public works agencies involved in this project in the Cityworks environment that
c % is currently in place for the Water Division. Doing so eliminates the need to install new software.
2. Areas of Uncertainty. Woolpert has provided a range for these services for data migration,
e�1 integrations and custom reports because additional detail is required for these areas to provide a fee.
Woolpert understands the City's budget and is confident we can provide these services within the
budget. We are flexible.
c
3
Cityworks License
The Cityworks fee information is provided on the following pages.
<A
,yl
25K-82