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Mainstar, Inc. - 2025-02-04 (2)
SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND MAINTSTAR,INC. FOR ASSET MANAGEMENT PLATFORM(CMMS)FOR UTILITIES DEPARTMENT THIS AGREEMENT("Agreement")is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter called"City,"and MaintStar,Inc.,hereinafter referred to as"Contractor." Recitals A. The City desires to retain a Contractor having special skill and knowledge in the field of Asset Management/CMMS Platform. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a comparable company or firm in the field. Contractor has been selected to perform these services pursuant to Huntington Beach Municipal Code Chapter 3.02. NOW, THEREFORE,it is agreed by City and Contractor as follows: 1. Scope of Services Contractor shall provide all services as described in.Exhibit"A,"which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the"Project." Contractor hereby designates Eric Sabato,who shall represent it and be its sole contact and agent in all consultations with City during the performance of this Agreement. 2. City Staff Assistance City shall assign a staff coordinator to work directly with Contractor in the performance of this Agreement. 24-14510/343292 1 tE 3. Compensation a. City agrees to pay, and Contractor agrees to accept as total payment for its services,the rates and charges identified in Exhibit"B." The total sum to be expended under this Agreement, shall not exceed Three Hundred Eighty Five Thousand Nine Hundred Seventy Five Dollars ($385,975.00)during the term of this Agreement. b. Payment by City shall be made within thirty(30) 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. c. Contractor shall be paid pursuant to the terms of Exhibit"B." 4. Term Time is of the essence of this Agreement. The services of Contractor are to commenceo2 2o, or as soon as practicable after the execution of this Agreement by City(the"Commencement Date") and terminate three(3)years from Commencement Date,unless terminated earlier in accordance with the provisions of this Agreement. Contract may be extended for 2 additional one-year periods if mutually agreed to in writing by both parties. The time for performance of the tasks identified in Exhibit"A" are generally to be shown in Exhibit"A." This schedule and Term may be amended to benefit the Project if mutually agreed to in writing by City and Contractor. In the event the Commencement Date precedes the Effective Date, Contractor shall be bound by all terms and conditions as provided herein. 5. Extra Work In the event City requires additional services not included in Exhibit"A"or changes in the scope of services described in Exhibit"A,"Contractor will undertake such work only after receiving written authorization from City. Additional compensation for such extra work shall be allowed only if the prior written approval of City is obtained. 6. Disposition of Plans,Estimates and Other Documents Contractor agrees that title to all materials prepared hereunder, including, without limitation,all original drawings,designs,reports,both field and office notices, calculations, computer code, language, date or programs, maps,memoranda, letters and other documents,shall belong to City,and Contractor shall turn these materials over to City upon expiration or termination of this Agreement or upon Project completion, whichever shall occur first. These materials may be used by City as it sees fit. 24-14510/343292 2 7. Hold Harmless Contractor hereby agrees to protect, defend, indemnify and hold harmless City, its officers, elected or appointed officials,employees,agents, and volunteers from and against any and all claims,damages,losses, expenses,judgments,demands and defense costs, and consequential damage or liability of any kind or nature,however caused, including those resulting from death or injury to Contractor's employees and damage to Contractor's property,arising directly or indirectly out of the obligations or operations herein undertaken by Contractor, caused in whole or in part by any negligent act or omission of the Contractor,any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence,except where caused by the active negligence, sole negligence, or willful misconduct of the City. Contractor will conduct all defense at its sole cost and expense and City shall approve selection of Contractor's counsel. 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 Contractor. 8. Workers Compensation Insurance Pursuant to California Labor Code Section 1861, Contractor acknowledges awareness of Section 3700 et seq. of this Code,which requires every employer to be insured against liability for workers' compensation; Contractor covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Contractor shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. Contractor shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. Contractor shall furnish to City a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and Contractor shall similarly require all subcontractors to waive subrogation. 9. General Liability Insurance In addition to the workers' compensation and employer's liability insurance and Contractor's covenant to defend,hold harmless and indemnify City, Contractor shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage covering the Project/Service. This policy shall indemnify Contractor, its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out of or in connection with the Project/Service, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000)per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, 24-14510/343292 3 the aggregate limit must be no less than One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000) for this Project/Service. This policy shall name City, its officers, elected or appointed officials, employees,agents, and volunteers as Additional.Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the Project/Service shall be deemed excess coverage and that Contractor's insurance shall be primary. Under no circumstances shall said above-mentioned insurance contain a self- insured retention,or a"deductible"or any other similar form of limitation on the required coverage. 10. Automobile Liability Insurance • Contractor shall obtain and furnish to City an automotive liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for Contractor's automotive liability in an amount not less than One Million Dollars ($1,000,000.00)per occurrence and a separate"Additional Insured Endorsement"page listing both the policy number and naming the"City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers"as additional insured on the endorsement. The above-mentioned insurance shall not contain a self-insured retention,"deductible"or any similar form of limitation on the required coverage except with the express written consent of City. 11. Certificate of Insurance Prior to commencing performance of the work hereunder, Contractor shall furnish to City a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: a. provide the name and policy number of each carrier and policy; b. state that the policy is currently in force; and c. promise that such policy shall not be suspended,voided or canceled by either party,reduced in coverage or in limits except after thirty(30)days' prior written notice; however,ten(10)days' prior written notice in the event of cancellation for nonpayment of premium. Contractor shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by City. This requirement for carrying the foregoing insurance coverage shall not derogate from Contractor's defense,hold harmless and indemnification obligations as set forth in this Agreement. City or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. Contractor shall pay, in a prompt and timely manner,the premiums on the insurance hereinabove required. 24-14510/343292 4` 12. Independent Contractor Contractor is, and shall be,acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of City. Contractor shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for Contractor and its officers, agents and employees and all business licenses, if any, in connection with the Project and/or the services to be performed hereunder. 13. Conflict of Interest Contractor 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 specified under this Agreement. 14. Termination This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City • shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment,the Director may require Contractor 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 Contractor consents 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. 15. Exclusivity and Amendment This Agreement represents the complete and exclusive statement between the City and Contractor, 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 Contractor. 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 Contractor 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. 24-14510/343292 5 { 16. Assignment Inasmuch as to this Agreement is intended to secure the specialized services of Contractor,Contractor 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 Contractors retained by City. 17. City Employees and Officials Contractor shall employ no City official nor any regular City employee in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 18. Notices Any notices, certificates, or other communications hereunder shall be given either by personal delivery to Contractor's agent(as designated in Section 1 hereinabove) or to City as the situation shall warrant, or by enclosing the same in a sealed envelope,postage prepaid, and depositing the same in the United States Postal Service,to the addresses below. City and Contractor may designate different addresses to Which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U.S. certified U.S. certified mail-return receipt requested: To City: Contractor: City of Huntington Beach MaintStar,Inc.. Attn: Director of Public Works Attn:Eric Sabato 2000 Main Street 3510 Turtle Creek Blvd.,Unit 17B Huntington Beach, CA 92648 Dallas,TX 75219 19. Consent When City's consent/approval is required under this Agreement,its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transactions or event. 20. Modification No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 24-14510/343292 6 } 21. Section Headings The.titles,captions,section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret,define, liinit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 22. Interpretation of this Agreement The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable,void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement,the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law,ordinance or regulation contrary to.which the parties have no right to contract,then the latter shall prevail,and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 23. Duplicate Original The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals,each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 24. Immigration Contractor shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 25. Legal Services Subcontracting Prohibited Contractor and City agree that City is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. Contractor understands that pursuant to Huntington Beach City Charter Section 309,the City Attorney is the exclusive legal counsel for City; 24-14510/343292 7 } and City shall not be liable for payment of any legal services expenses incurred by Contractor. 26. Confidentiality Contractor recognizes that in the performance of its duties under this Agreement,it must conduct its activities in a manner designed to protect information of a sensitive nature from improper use or disclosure. Contractor warrants that it will use reasonable efforts consistent with practices customary in the facilities management industry in recruiting,training and supervising employees and in otherwise performing its duties hereunder in order to achieve this result. In the furtherance of this, Contractor agrees, at the request of the City,to require its employees to execute written undertakings to comply with the foregoing confidentiality provision. 27. Discrimination Contractor 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. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 28. Jurisdiction—Venue This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. 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. 29. Professional Licenses Contractor shall,through 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 Huntington Beach and all other governmental agencies. Contractor shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses,approvals,waivers,and exemptions. Said inability shall be cause for termination of this Agreement. 24-14510/343292 8 30. Attorney's Fees In the event suit is brought by either party to construe,interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof,each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non-prevailing party. 31. Survival Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 32. Governing Law This Agreement shall be governed and construed in accordance with the laws of the State of California. 33. Signatories Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully 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. 34. Entirety (a) The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises,agreements or warranties, oral or otherwise,have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has-not executed this Agreement in reliance on any representation, inducement, promise, agreement warranty,fact or circumstance not expressly set forth in this Agreement. (b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 24-14510/343292 9 35. Effective Date IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the Mayor. This Agreement shall expire when terminated as provided herein. CONTRACTOR CITY OF HUNTINGTON BEACH, a MAINTSTAR,INC. municipal corporation of the State of California B • 6 c J ' Mayor Print name ITS: _ 'rcle • Chairman/President/ 1,� ice President ''d'iC/ City Clerk �/o ANI) By: CuykskZ ° gA e M'/Y/GK INITIATED AND APPROVED: Print name ITS: (circle on jon 421r, hief Financial Officer/Asst. Secretary-Treasurer Director of Public Works APPROVED AS TO RM: fb City Attorney REVIEWED AND APPROVED: Manager 24-14510/343292 10 I EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Implement and customize an Asset Management/CMMS platform for the City of Huntington Beach Utilities Department. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: C. CITY'S DUTIES AND RESPONSIBILITIES: D. WORK PROGRAM/PROJECT SCHEDULE: 1 24-14510/343292 11 EXHIBIT A SECTION A SCOPE OF SERVICES City of Huntington Beach 1 Platform Implementation 1.1 MaintStar will be responsible for the implementation and customization of an Asset Management platform that meets the specific needs of the City of Huntington Beach Utilities Department.This includes the following: 1.1.1 Project Management-Discovery,Gap Analysis, Project Plan and Project Governance 1.1.2 Single Point of Contact for all matters during Implementation 1.1.3 Phased Implementation-Testing to Production Environments 1.1.4 Database Extraction,Transform and Load (ETL) 1.1.5 System Deployment using a proven Iterative Process to Perfect and Customize/Optimize System for the City 1.1.6 Testing and Validation 1.1.7 Training-Administrative,Supervisor and End User 1.1.8 PMI Certified Transfer of the Book of Knowledge 2 Phased Implementation 2.1 MaintStar will plan the software deployment in a phased manner,section by section,to ensure smooth integration and minimal disruption to ongoing operations. Phases will include: 2.1.1 Establish Test Environment 2.1.2 Configure Modules and Workgroups 2.1.3 Configure Asset Types and Structures 2.1.4 Configure User Defined Fields and Lists 2.1.5 Optimize the User Experience 2.1.6 Configure Process Workflows 2.1.7 Testing and Validation 2.1.8 Provide User Training-Administrative,Supervisor and End User 2.1.9 Go Live support through coaching and transition hand-off 3 Asset Data Integration 3.1 MaintStar will Integrate data from various sources, including ArcGIS,SCADA systems,and the existing in-house management database(HBSMS),to create a centralized repository of asset information. 3.1.1 Establish Data Mapping Document 3.1.2 Transform data to MaintStar Data Structures 3.1.3 Load Data into MaintStar EAMS Testing Environment 3.1.4 Validate Data and document any errors, resolve errors,and reload 17-6145/170197/11/28/17/DO 12 4 Optimize and Customize 4.1 MaintStar will optimize and customize the platform to meet the Utilities Department's specific asset types, maintenance procedures, and regulatory compliance needs. 4.1.1 MaintStar Professional Services will optimize and customize the EAMS system to best meet the requirements of the Utilities Department. 5 Real Time Data Integration 5.1 MaintStar will establish real-time data feeds to capture asset performance metrics and health indicators for condition monitoring. 5.1.1 MaintStar Professional Services will configure real time data to provide real time analysis for asset condition monitoring. 6 User Interface 6.1 MaintStar will establish a user-friendly interface include customized dashboards, reporting tools,and the interactive GIS/Maps. 6.1.1 MaintStar Professional Services will optimize user interface for users, user roles at Huntington Beach. 7 Warehouse Stock Management 7.1 MaintStar will establish the management tools for managing warehouse inventory,such as inventory tracking, reorder points,and stock level monitoring. 7.1.1 MaintStar Professional Services will configure warehouse and storeroom locations, configure inventory level triggers, reporting to procurement and financial departments. 8 Testing 8.1 MaintStar in collaboration with Huntington Beach guidance will validate data and system operations. 8.1.1 Once validation is confirmed, mutual approval of system by Huntington Beach and MaintStar will complete testing. 9 I Training 9.1 MaintStar will provide on-site training for administrators,supervisors,and end users.Training is performed on the validated Huntington Beach Testing Environment using shadow method (show you -show me)for the optimal training experience. 9.1.1 MaintStar Professional Services will provide user documentation. 10 Go Live, Coaching, and Production Transitioning 10.1 MaintStar will establish a Production Environment(fully conforming to the validated test environment) after the successful completion of training. 10.1.1 MaintStar will coach and assist users in transition to MaintStar EAMS. 10.1.2 MaintStar Dedicated Support Engineer is introduced. 17-6145/170197/11/28/17/DO 13 SECTION B MAINTSTAR DUTIES AND RESPONSIBILITIES City of Huntington Beach 1B Specific responsibility of MaintStar EAMS Project Team related to the implementation and data ETL efforts include the following: 1.1B Project Kick-Off Conference Team Member Introductions Roles and Responsibilities Project Conference Scheduling and Coordination 1.2B Infrastructure Preparation Provisioning Cloud Servers and Instances for the EAMS Testing Environment Configure Foundation Modules-Reporting, Notifications,API,Workflow Onboard the City Huntington Beach Project Team User Profiles 1.2B Discovery-Gap Analysis-Proiect Plan Assessment of the Agency Operations,Asset Structure,Automation/Workflow,and Objectives(this includes changes to business processes and planned enhancements).To adequately determine corrections,the analysis structure identifies data, usage,and process gaps using qualitative and quantitative assessments. Identify and document all gaps. Data and usage gaps are analyzed,along with identification and documentation of any product optimization or unusual configurations required in MaintStar EAMS necessary to close or correct any gaps identified above. Process gaps are analyzed,along with identification and documentation of any business rules,workflows,automation,or procedures required to close or correct any remaining process gaps or to incorporate business enhancements. 1.3B Requirements Traceability Matrix Interviews and Requirements(RTM) Documentation Identification of all Existing Requirements, Processes,and Operations Close Gap and Document Process Improvement Opportunities 1.4B Connection of Standard Integrations ESRI ArcGIS Microsoft Exchange 365 Business Applications Okta Integrated Authentication and Security 1.5B Deployment and Configuration Modules and Work Groups Asset Classes and Structures User Defined Fields and Lists User Interface Workspace Optimization 17-6145/170197/11/28/17/DO 14 1.6B Legacy Database(s) Extraction,Transform and Load Load Legacy Asset Management System Data Load Data from Other Sources 1.7B Development and Connection of Custom Integration-JD Edwards Specification Development and Documentation Continuous Testing to Validation and City of Huntington Beach Approval 1.8B User Training Training Plan Administration User Training Staff User Training Field Personnel User Training Documentation and Quick User Guides 1.98 Transition to Production Plan and Initial Live Support(Go Live) 1.10B Introduction of Dedicated Support Engineer MaintStar Service Request Options On Going Hosting and Support Services Listed in Section D 17-6145/170197/11/28/17/DO 15 SECTION C HUNTINGTON BEACH DUTIES AND RESPONSIBILITIES City of Huntington Beach 1C Throughout the project, MaintStar will provide dedicated and professional staff to ensure project success. It is requested that the City of Huntington Beach provide primary and backup staff with sufficient available time and technical proficiency.All team members will be introduced,and roles explained during the initial project kickoff meeting. In addition to staff member availability, it is also requested that MaintStar be provided all appropriate access to existing databases,applications,and available resources to successfully facilitate database conversion. Specific responsibility of the City of Huntington Beach related to the implementation and data extraction,transformation, and load(ETL) efforts include the following: 1.1C Researching and compiling electronic data from City of Huntington Beach existing Asset Management sources. 1.2C City of Huntington Beach to assign or dedicate a Project Manager/Lead for the customer- side for the Project.The Project Manager/Lead will be the primary conduit for meetings and communications between consultant and the City of Huntington Beach. 1.3C City of Huntington Beach to assign a dedicated IT resource for the project to expedite establishment of the testing environments and connections to third party systems. 1.4C The City of Huntington Beach IT resource will also assist with the extraction of the legacy database for transformation and loading into the MaintStar environments.The City of Huntington Beach will provide this data in electronic form to MaintStar Project Manager or post on Project Management Tool. 1.5C Scheduling staff time for review of transformed data and configuration work on a regular basis to review and validate transformed data and system configuration 1.6C Be available for telephonic or text support for MaintStar regarding data transformation and system configuration via PM Tool, email or telephone. 17-6145/170197/11/28/17/DO 16 SECTION D WORK PROGRAM AND SCHEDULE City of Huntington Beach The following schedule and GANTT chart is an estimate based on scheduled October 2024 estimated start date.The estimated completion with Training and Go Live estimates for March 2025.These may adjust with scope of work changes,final project plan definitions,and prompt receipt of deliverables and direction from City of Huntington Beach This scope includes three data conversion processes(for accuracy and high validation), along with requested system Integrations. MaintStar will assign a six-person deployment team, allowing for concurrent work operations (data ETL,configuration,and milestone overlap). Schedule City of Huntington Beach Oct 2024 Nov 2024 Dec 2024 Jan 2025 Feb 2025 Mar 2025 Enterprise Asset Management Software Document• Enterprise Management software Planning Phase• kick C'ff,Establish Project Management Portal Setup MaintStar EAMS Installation(Sandbox) • Iharree,Test,Use MaintStar EAMS Outside of Meetings it Walk Through MaintStar EAAAS Setup(heralwe) Database Create and Legacy Data Eli.•fest Environment Database Create Data ETL Configuration and Validation IMMO= Milestone I-User Defined Fields and Lists 11•7„."•-mcx1:0 Milestone 4-User Experience and Customization Val A01 MS Exchange/Office(MaintStar Standard Integration) • Preliminary Adminive lervisor Training MM. Eno User and Go Live Training Go Live• Proouction Goes Live Mansltioningl Post Production Assistance I'.i sh Sandbox Data and Configurata-^in Production Figure 1 -City of Huntington Beach-MaintStar EAMS Schedule Estimate 17-6145/170197/11/28/17/DO 17 SECTION D ONGOING SUPPORT SERVICES City of Huntington Beach 1. Scope of Hosting Services Scope of Hosting Services MaintStar will provide the hosting services described in this Section and in Exhibit A for the following software products ("Hosted Applications"): MaintStar EAMS Enterprise Software System Administration and Security The Hosted Applications will be hosted by MaintStar on AWS GovCloud physically-secure commercial third-party hosting facilities. MaintStar will perform system administration duties as required to maintain the service levels described below and to facilitate timely restoration of Customer's data and operations, if necessary,following unanticipated interruptions of the Hosted Applications. MaintStar will implement suitable network security measures to minimize the likelihood of unanticipated interruptions of the Hosted Applications. Infrastructure Availability MaintStar warrants that the Hosted Applications will be generally-available no less than ninety-nine point nine-five percent(99.95%) of each calendar month. For each calendar month during which the availability of the Hosted Applications does not achieve the established standard, MaintStar will provide a credit to Customer's account as liquidated damages calculated pursuant to table below, provided that the substandard availability is identified by Customer in writing or by e-mail to MaintStar and can be objectively verified. Monthly Uptime Credit Greater than or equal to 99.95% None Less than 99.9% but greater than or equal to 15%of pro-rated monthly hosting Less than 99.0%but greater than or equal to 35%of pro-rated monthly hosting Less than 95.0% 100%of pro-rated monthly hosting 2. Scope of Maintenance Services Telephone Support MaintStar will provide Customer with a telephone number to contact MaintStar Customer Support, MaintStar's live technical support facility, which is available from 6:00 a.m. until 5:00 p.m. Pacific time Monday through Friday, excluding MaintStar's observed holidays (listed below): 1. New Years Day 2. Martin Luther King Jr. Day 3. Memorial Day 4. Independence Day 5. Labor Day 6. Veterans Day 7. Thanksgiving 8. Day After Thanksgiving 9. Christmas Email Support MaintStar will provide Customer with one or more electronic mail addresses to which Customer may submit routine or non-critical support requests,which MaintStar will address during its regular business hours. Emergency level requests outside of normal service hours customers may contact their Dedicated Support Engineer via email or cellphone text message. 17-6145/170197/11/28/17/DO 18 Online Support MaintStar will provide Customer with access to an online service support ticketing system.The system is continuously available and MaintStar will provide regular updates to service requests. Remote Support When required to properly resolve a maintenance request, MaintStar will provide remote assistance to Customer via a web conferencing environment or another mutually-acceptable remote communications method. Software Updates Software Updates MaintStar will provide revisions of and enhancements to maintained software products to Customer as such updates are generally-released by MaintStar. Software updates will be made available to Customer for evaluation prior to production deployment. Production deployment will be scheduled in advance with the customer. 17-6145/170197/11/28/17/DO 19 EXHIBIT "B" Payment Schedule(Fixed Fee Payment) SEE ATTACHED EXHIBIT B I. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. 2. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. Each month's bill shall include a total to date. That total shall provide the total fees and costs incurred to date for the project. A copy of memoranda, letters, reports, calculations, and other documentation prepared by CONSULTANT may be required to be submitted to the CITY to demonstrate progress towards completion of tasks. In the event the CITY rejects or has comments, on any such product, CITY shall identify specific requirements for satisfactory completion. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in,or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. All extra work or additional services will be in accordance with the extra work or additional services and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Any dispute between the parties concerning payment of Eid such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. • • Surfiiet Exhibit B EXHIBIT B Fixed Fee Payment EXHIBIT B COST OF SERVICES-2024: Fixed Annual Pricing—3 YEAR,2-1 YEAR OPTIONS CLAIMS ADMINISTRATION OPTION OPTION YEAR I YEAR 2 YEAR 3 SERVICES YEAR 1 YEAR 2 Fixed Annual Rate-Not to exceed CAP $160,000 $166,400 $173,056 $179,978 $187,177 of 195 Suffixes(features)/per calendar per year per year per year per year per year year Incident Report/Record Only Included Included Included Included Included NTE Fees - - - - - Professional liability-per suffix (Charged only if Suffix CAP is $1200 $1,248 $1,298 $1,350 $1,404 exceeded) Bodily Injury-per suffix(Charged only $925 $962 $1,000 $1,040 $1,080 if Suffix CAP is exceeded Property Damage-per suffix-Plus cost of appraisal if necessary(Charged only if $600 $624 $649 $675 $700 Suffix CAP is exceeded) Copy Work Included Included Included Included Included Postage Included Included Included Included Included Office Expense Included Included Included Included Included Claims Set-Up Fee Included Included Included Included Included Data Processing Included Included Included Included Included Index Bureau Included Included Included Included Included (ISO Claims Search and OFAC) MMSEA Filing Fee(liability claims) Included Included Included Included Included Miscellaneous/Allocated Loss Adjustment Expenses(ALAE) At Cost At Cost At Cost At Cost At Cost (i.e.,police reports,medical records, etc. Adjuster Services Included Included Included Included Included Mileage IRS RATE IRS RATE IRS RATE IRS RATE IRS RATE Photo:ra.hs Included Included Included Included Included Ancillary Services Outside Investigations At Cost At Cost At Cost At Cost At Cost Appraisals At Cost At Cost At Cost At Cost At Cost Surveillance/Fraud Unit At Cost At Cost At Cost At Cost At Cost Annual Administration Services • Data Management • Account Management Included Included Included Included Included • Annual Stewardship • uarterl Claims Review Surfinet Exhibit B EXHIBIT B Fixed Fee Payment • RMIS Training/Technical Support • Set-Up(one-time charge) • Ongoing Access(up to 3 users) Report Programming Included Included Included Included Included • Carrier TPA Oversight(Data Extract, Feeds,Audits,Compliance& Reporting) Additional Users $250 each $250 each $250 each $250 each $250 each per year per year per year per year per year Exit Data Conversion Fee - - - - $10,000 • Banking/l i ust Account Services Retain Retain Retain Retain Retain Trust Account Monitoring earned earned earned earned earned interest interest interest interest interest Check Issuance and Reconciliations Included Included Included Included Included Surfnet Exhibit t3 EXHIBIT B Fixed Fee Payment EXHIBIT B ATTACHMENT "A" - Proposal Pricing Form Company Name MaintStar,Inc. RFP: Asset Management Platform (CMMS) for Utilities Department Project Management and Work Plan $No Charge $0.00 $0.00 Software Costs Licensing $ 75,000.00 $ 0.00 $ 0.00 Required modules $ Included $ 0.00 $ 0.00 Hosting $ In Support/Maint. $ 0.00 $ 0.00 Third Party Components $ None $ 0.00 $ 0.00 Data Migration $ No Charge $ 0.00 $ 0.00 Implementation $ No Charge $ 0.00 $ 0.00 User Acceptance Testing $ Included $ 0.00 $ 0.00 Training $ 14,000.00 $ 0.00 $ 0.00 Support and Maintenance &Hosting $ 89,500.00 $ 93,975.00 $ 98,500.00 Others Required Costs $ 0.00 $ 0.00 $ 0.00 Optional Costs-Do Not Include in Total 3- Year Cost JDE and SCADA Integration $ 19,000.00 $ 13,000.00 $ 13,000.00 Total by Year $ 178,500.00 $ 93,975.00 $ 98,500.00 Total 3-Year Cost $370,975.00 Total Not-to-Exceed Price $ 385,975.00 By signing this form, respondent acknowledges that the cost information is accurate and represents all costs associated with performing the necessary work to satisfy the Scope of Work. Company Name MaintStar,Inc JA Authorized Signature Printed Name and Title of Authorized Signer E� abaft -Vice President of Sales Email Address eric@maintstar.com Phone Number (800)255-5678 ext.110 MaintStar,Inc. 13510 Turtle Creek Blvd.Unit 178 • Dallas,TX 75219 I (800)255-5675 I www.maintstor.cvm page 33 voL , ,___...,, MAININC-04 PGOWDA A`� CERTIFICATE OF LIABILITY INSURANCE DAIO/BI2O2TE 4 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License#0757776 C TACT Ella Chen HUB International Insurance Services Inc. AX 600 Corporate Pointe Suite 600 (A// NEC, o,Est):(626)612-0060 (Arrc,No 4951)231-2572 Culver City,CA 90230 E-MAIL egss:cal.cpu@hubinternational.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Federal Insurance Company 20281 INSURED INSURER B:Allmerica Financial Benefit Insurance Company 41840 Maintstar,Inc. INSURER c:Beazley Insurance Company 37540 1278 Gienneyre St.Ste.405 INSURER 0: Laguna Beach,CA 92651 I INSURER E: i INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS , CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMBS LTR INSD WVD (MM/DWYYY13 (MMIDLNYYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X OCCUR 3579-07-88 WUC 8/15/2024 8/15/2025 DAMAGETORENTEO 2,000,000 X PREMISES[Ea ocairrencel $ MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GENII AGGREG TE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY j LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY !Ea COMBINED accSINGLE LIMIT $ 1,000,000 ANY AUTO 73517904 8/1512024 8/15/2025 BODILY INJURY(Per person) $ — — OWNED SCHEDULED AUTOSRREE ONLY AUTOS yy p BODILY INJURY(Per aeddent) $ X AUTODS ONLY X AUTOS ON Y (Perr acddenl)AMAGE $ S A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 EXCESS UAB — CLAIMS-MADE 5671-75-09 8/22/2024 8/22/2025 AGGREGATE $ 2,000,000 DED RETENTION$ $ B WORKERS COMPENSATION X STATUTE OTH- ER AND EMPLOYERS'LIABILITY W23,1165213 10/1/2024 10/1/2025 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE YIN E.L.EACH ACCIDENT $ FFICERAIEMB�EiR EXCLUDED? Y N I A Mandatory to NH) E.L.DISEASE-FA EMPLOYEE$ 1 A00,000 byes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C E&O Including Cyber VICOEB240901 6/26/2024 6/26/2025 Each Occurrence 5,000,000 DESCRIPTION OF OPERATIONS!LOCATIONS I VEHICLES(ACORO 101,Additional Remarks Schedule,may be attached If more space Is required Revised 10/6/2024-This certificate rescinds and supersedes any and all prior certificates Issued on beheiltsted Insured. City of Huntington Beach,its officer,elected or appointed officials,employees,agents and volunteers a 44t18156 4ht#aei0i d o a oral Liability when required by written contract per endorsement to follow from carrier.Primary&Non-Contributory wording applies with regard t G Liability when required by written contract per the attached endorsement form 80022653 07/09. By: MICHAEL E.GATES CITY ATTORNEY CITY OF HUNTINGTON BEACH CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Huntington Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y 9 ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street Huntington Beach,CA 92648 AUTHORIZED REPRESENTATIVE cdt1 Ito dL-__ ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD C H U B B° Liability Insurance Endorsement Policy Period AUGUST 15,2024 TO AUGUST 15,2025 Effective Date OCTOBER 3,2024 Policy Number 3579-07-88 WUC Insured MAINTSTAR,INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued OCTOBER 10,2024 This Endorsement applies to the following forms: GENERAL LIABILITY *5,40XAVAVYA : AVOMMA • Under Who Is An Insured,the following provision is added. Who Is An Insured Owners, Lessees Or A. Persons or organizations shown in the Schedule below are insureds;but they are insureds Contractors-Ongoing only with respect to their liability for bodily injury,property damage,advertising injury Operations or personal injury caused,in whole or in part,by: 1. your acts or omissions;or 2, the acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the person or organization shown in the Schedule at the applicable location described in the Schedule. However, • the insurance afforded to such person or organization only applies to the extent permitted by law;and • if coverage provided to the person or organization is required by a contract or agreement,the insurance afforded to the person or organization will not be broader than that which you are required by such contract or agreement to provide for the person or organization. Liability Insurance Additional Insured-Owners,Lessees Or Contractors-Ongoing Operations,Scheduled continued Form 80-02-2305(Rev.3-17) Endorsement Page 1 • Liability Endorsement (continued) B. However,no person or organization is an insured for bodily injury or property damage occurring after: 1. all work,including materials,parts or equipment furnished in connection with such work,on the project(other than service,maintenance or repairs)to be performed by or on behalf of the person or organization shown in the Schedule at the applicable location described in the Schedule has been completed;or 2. that portion of your work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as part of the same project. Schedule Designated Owner,Lessee Or Contractor CITY OF HUNTINGTON BEACH,ITS OFFICERS,ELECTED OR APPOINTED OFFICIALS,EMPLOYEES,AGENTS AND VOLUNTEERS 2000 MAIN STREET HUNTINGTON BEACH,CA 92648 All other terms and conditions remain unchanged. Authorized Representative s -._0\‘‘ last page Liability Insurance Additional Insured-Owners,Lessees Or Contractors-Ongoing Operations,Scheduled Form 80-02-2305(Rev.3-17) Endorsement Page 2 C H U B B° Liability Insurance Endorsement Policy Period AUGUST 15,202A TO AUGUST 15,2025 Effective Date OCTOBER 3,2024 Policy Number 3579-07-88 WUC Insured MAINTSTAR,INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued OCTOBER 10,2024 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured,the following provision is added. Who Is An Insured Owners, Lessees Or Persons or organizations shown in the Schedule are insureds;but they are insureds only with respect Contractors-Completed to their liability for bodily injury or property damage caused,in whole or in part,by your work Operations at the applicable location described in the Schedule performed for such person or organization and included in the products-completed operations hazard. However, • the insurance afforded to such person or organization only applies to the extent permitted by law;and • if coverage provided to the person or organization is required by a contract or agreement,the insurance afforded to the person or organization will not be broader than that which you are required by such contract or agreement to provide for the person or organization. arxrs,.:akwrwNamraw:.rxx�xsa�'s�pe�w .,saraxmaoaea�zxrsx..w+nxzaanrra�n.ss; zrren rzaaaaroara�a Schedule CITY OF HUNTINGTON BEACH,ITS OFFICERS,ELECTED OR APPOINTED OFFICIALS,EMPLOYEES,AGENTS AND VOLUNTEERS 2000 MAIN STREET HUNTINGTON BEACH,CA 92648 Liability Insurance Additional insured-Owners,Lessees Or Contractors-Completed Operations,Scheduled continued Form 80-02-8446(Rev.3-17) Endorsement Page 1 Liability Endorsement (continued) All other terms and conditions remain unchanged, Authorized Representative • Liability Insurance Additional Insured-Owners,Lessees Or Contractors-Completed Operations,Scheduled last page Form 80-02-8446(Rev.3-17) Endorsement Page 2 C H U B B° Liability Insurance Endorsement Policy Period AUGUST 15,2024 TO AUGUST 15,2025 Effective Date AUGUST 15,2024 Policy Number 3579-07-88 WUC Insured MAINTSTAR,INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued MAY 17,2024 This Endorsement applies to the following forms: GENERAL LIABILITY EMPLOYEE BENEFITS ERRORS OR OMISSIONS Under Conditions,the following provision is added to the condition titled Other Insurance. Conditions Other Insurance- If you are obligated,pursuant to a written contract or agreement,to provide the person or Primary, Noncontributory organization described in the Schedule(that is also included in the Who Is An Insured section of this Insurance-Scheduled contract)with primary insurance such as is afforded by this policy,then this insurance is primary and Person Or Organization we will not seek contribution from insurance available to such person or organization. Schedule Persons or organizations described in the Who Is An Insured section of this contract and that you are obligated,pursuant to a written contract or agreement,to provide with primary insurance as is afforded by this policy,but only to the minimum extent required by such contract or agreement. All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Conditions-Other Insurance-Primary,Noncontributory Insurance-Scheduled Person Or Organization last page Form 80-02-2653(Rev.7-09) Endorsement Page 1