2024-27 Carahsoft - OpenGov Asset Management SoftwareMEMORANDUM
DATE: January 23, 2024
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U]I ORN1.1
TO: Jon McMillen, City Manager
FROM: Tony Ulloa, Maintenance & Operations Deputy Director
RE: Carahsoft Technology Corp. - OpenGov Enterprise Asset Management Solutions
software
Please list the Contracting Party / Vendor Name, type of agreement to be executed, including any change orders or
amendments, and the type of services to be provided. Make sure to list any related Project No. and Project Name.
Authority to execute this agreement is based upon:
JVJ_ Approved by City Council on January 16, 2024 - Consent 8
.a City Manager's signing authority provided under the City's Purchasing Policy
[Resolution No. 2023-008] for budget expenditures of $50,000 or less.
Department Director's or Manager's signing authority provided under the City's
Purchasing Policy [Resolution No. 2023-008] for budget expenditures of $15,000 and
$5,000, respectively, or less.
Procurement Method (one must apply):
.Q Bid ❑ RFP 0 RFQ _❑. 3 written informal bids
QSole Source F] Select Source IVY] Cooperative Procurement
Reauestina department shall check and attach the items below as auurouriate:
QAgreement payment will be charged to Account No.: 502-0000-60301
✓� Agreement term: Start Date March 1, 2024 End Date March 1, 2027
✓Q Amount of Agreement, Amendment, Change Order, etc.: $ 205,000
REMINDER: Signing authorities listed above are applicable on the aggregate Agreement amount,
not individual Amendments or Change Orders!
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Insurance certificates as required by the Agreement for Risk Manager approval
Approved by: Laurie McGinley Date: 1/23/2024
Bonds (originals) as required by the Agreement (Performance, Payment, etc.)
Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s)
NOTE: Review the "Form 700 Disclosure for Consultants" guidance to determine if a Form 700 is
required pursuant FPPC regulation 18701(2)
El
.a
Business License No.
Expires:
Requisition for a Purchase Order has been prepared (Agreements over $5,000)
AGREEMENT FOR CONTRACT SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and
entered into by and between the CITY OF LA QUINTA, ("City"), a California municipal
corporation, and CARAHSOFT TECHNOLOGY CORP, with a place of business at 11493
SUNSET HILLS ROAD SUITE 100 RESTON, VIRGINIA 20190. ("Contracting Party").
The parties hereto agree as follows:
1. SERVICES OF CONTRACTING PARTY.
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Contracting Party shall provide those services related to procurement,
installation, and training for OpenGove Asset Management software., as specified in the
"Scope of Services" attached hereto as "Exhibit A" and incorporated herein by this
reference (the "Services"). Contracting Party represents and warrants that Contracting
Party is a provider of first-class work and/or services and Contracting Party is experienced
in performing the Services contemplated herein and, in light of such status and
experience, Contracting Party covenants that it shall follow industry standards in
performing the Services required hereunder, and that all materials, if any, will be of good
quality, fit for the purpose intended. For purposes of this Agreement, the phrase "industry
standards" shall mean those standards of practice recognized by one or more first-class
firms performing similar services under similar circumstances.
1.2 Compliance with Law. All Services rendered hereunder shall be provided
in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of
the City and any Federal, State, or local governmental agency of competent jurisdiction.
1.3 Wage and Hour Compliance, Contracting Party shall comply with applicable
Federal, State, and local wage and hour laws.
1.4 Licenses, Permits, Fees and Assessments. Except as otherwise specified
herein, Contracting Party shall obtain at its sole cost and expense such licenses, permits,
and approvals as may be required by law for the performance of the Services required by
this Agreement, including a City of La Quinta business license. Contracting Party and its
employees, agents, and subcontractors shall, at their sole cost and expense, keep in
effect at all times during the term of this Agreement any licenses, permits, and approvals
that are legally required for the performance of the Services required by this Agreement.
Contracting Party shall have the sole obligation to pay for any fees, assessments, and
taxes, plus applicable penalties and interest, which may be imposed by law and arise
from or are necessary for the performance of the Services required by this Agreement,
and shall indemnify, defend (with counsel selected by City), and hold City, its elected
officials, officers, employees, and agents, free and harmless against any such fees,
assessments, taxes, penalties, or interest levied, assessed, or imposed against City
hereunder. Contracting Party shall be responsible for all subcontractors' compliance with
this Section.
1.5 Familiarity with Work. By executing this Agreement, Contracting Party
warrants that (a) it has thoroughly investigated and considered the Services to be
performed, (b) it has investigated the site where the Services are to be performed, if any,
and fully acquainted itself with the conditions there existing, (c) it has carefully considered
how the Services should be performed, and (d) it fully understands the facilities,
difficulties, and restrictions attending performance of the Services under this Agreement.
Should Contracting Party discover any latent or unknown conditions materially differing
from those inherent in the Services or as represented by City, Contracting Party shall
immediately inform City of such fact and shall not proceed except at Contracting Party's
risk until written instructions are received from the Contract Officer, or assigned
designee (as defined in Section 4.2 hereof).
1.6 Standard of Care. Contracting Party acknowledges and understands that
the Services contracted for under this Agreement require specialized skills and abilities
and that, consistent with this understanding, Contracting Party's work will be held to an
industry standard of quality and workmanship. Consistent with Section 1.5 hereinabove,
Contracting Party represents to City that it holds the necessary skills and abilities to satisfy
the industry standard of quality as set forth in this Agreement. Contracting Party shall
adopt reasonable methods during the life of this Agreement to furnish continuous
protection to the Services performed by Contracting Party, and the equipment, materials,
papers, and other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the Services
by City, except such losses or damages as may be caused by City's own negligence.
The performance of Services by Contracting Party shall not relieve Contracting Party from
any obligation to correct any incomplete, inaccurate, or defective work at no further cost
to City, when such inaccuracies are due to the negligence of Contracting Party.
1.7 Additional Services. In accordance with the terms and conditions of this
Agreement, Contracting Party shall perform services in addition to those specified in the
Scope of Services ("Additional Services") only when directed to do so by the Contract
Officer, or assigned designee, provided that Contracting Party shall not be required to
perform any Additional Services without compensation. Contracting Party shall not
perform any Additional Services until receiving prior written authorization (in the form of
a written change order if Contracting Party is a contractor performing the Services) from
the Contract Officer, or assigned designee, incorporating therein any adjustment in
(i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said
adjustments are subject to the written approval of Contracting Party. It is expressly
understood by Contracting Party that the provisions of this Section shall not apply to the
Services specifically set forth in the Scope of Services or reasonably contemplated
therein. It is specifically understood and agreed that oral requests and/or approvals of
Additional Services shall be barred and are unenforceable. Failure of Contracting Party
to secure the Contract Officer's, or assigned designee's written authorization for
Additional Services shall constitute a waiver of any and all right to adjustment of the
Contract Sum or time to perform this Agreement, whether by way of compensation,
restitution, quantum meruit, or the like, for Additional Services provided without the
appropriate authorization from the Contract Officer, or assigned designee.
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Compensation for properly authorized Additional Services shall be made in accordance
with Section 2.3 of this Agreement.
1.8 Special Requirements. Additional terms and conditions of this Agreement,
if any, which are made a part hereof are set forth in "Exhibit D" (the "Special
Requirements"), which is incorporated herein by this reference and expressly made a part
hereof. In the event of a conflict between the provisions of the Special Requirements and
any other provisions of this Agreement, the provisions of the Special Requirements shall
govern.
2. COMPENSATION
2.1 Contract Sum. For the Services rendered pursuant to this Agreement,
Contracting Party shall be compensated in accordance with "Exhibit B" (the "Schedule of
Compensation") in a total amount not to exceed Two Hundred and Ninety -Nine Thousand
and Five Hundred dollars ($ 299,500), for the life of the Agreement, encompassing the
Initial and any Extended Terms (the "Contract Sum"), except as provided in Section 1.7.
The method of compensation set forth in the Schedule of Compensation may include a
lump sum payment upon completion, payment in accordance with the percentage of
completion of the Services, payment for time and materials based upon Contracting
Party's rate schedule, but not exceeding the Contract Sum, or such other reasonable
methods as may be specified in the Schedule of Compensation. The Contract Sum shall
include the attendance of Contracting Party at all project meetings reasonably deemed
necessary by City; Contracting Party shall not be entitled to any additional compensation
for attending said meetings. Compensation may include reimbursement for actual and
necessary expenditures for reproduction costs, transportation expense, telephone
expense, and similar costs and expenses when and if specified in the Schedule of
Compensation. Regardless of the method of compensation set forth in the Schedule of
Compensation, Contracting Party's overall compensation shall not exceed the Contract
Sum, except as provided in Section 1.7 of this Agreement.
2.2 Method of Billing & Payment. Any month in which Contracting Party wishes
to receive payment, Contracting Party shall submit to City no later than the tenth
(10th) working day of such month, in the form approved by City's Finance Director, an
invoice for Services rendered prior to the date of the invoice. Such invoice shall
(1) describe in detail the Services provided, including time and materials, and (2) specify
each staff member who has provided Services and the number of hours assigned to each
such staff member. Such invoice shall contain a certification by a principal member of
Contracting Party specifying that the payment requested is for Services performed in
accordance with the terms of this Agreement. Upon approval in writing by the Contract
Officer, or assigned designee, and subject to retention pursuant to Section 8.3, City will
pay Contracting Party for all items stated thereon which are approved by City pursuant to
this Agreement no later than thirty (30) days after invoices are received by the City's
Finance Department.
2.3 Compensation for Additional Services. Additional Services approved in
advance by the Contract Officer, or assigned designee, pursuant to Section 1.7 of this
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Agreement shall be paid for in an amount agreed to in writing by both City and Contracting
Party in advance of the Additional Services being rendered by Contracting Party. Any
compensation for Additional Services amounting to five percent (5%) or less of the
Contract Sum may be approved by the Contract Officer, or assigned designee. Any
greater amount of compensation for Additional Services must be approved by the La
Quinta City Council, the City Manager, or Department Director, depending upon City laws,
regulations, rules and procedures concerning public contracting. Under no circumstances
shall Contracting Party receive compensation for any Additional Services unless prior
written approval for the Additional Services is obtained from the Contract Officer, or
assigned designee, pursuant to Section 1.7 of this Agreement.
3. PERFORMANCE SCHEDULE.
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement. If the Services not completed in accordance with the Schedule of
Performance, as set forth in Section 3.2 and "Exhibit C", it is understood that the City will
suffer damage.
3.2 Schedule of Performance. All Services rendered pursuant to this
Agreement shall be performed diligently and within the time period established in "Exhibit
C" (the "Schedule of Performance"). Extensions to the time period specified in the
Schedule of Performance may be approved in writing by the Contract Officer, or
assigned designee.
3.3 Force Maieure. The time period specified in the Schedule of Performance
for performance of the Services rendered pursuant to this Agreement shall be extended
because of any delays due to unforeseeable causes beyond the control and without the
fault or negligence of Contracting Party, including, but not restricted to, acts of God or of
the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots,
strikes, freight embargoes, acts of any governmental agency other than City, and
unusually severe weather, if Contracting Party shall within ten (10) days of the
commencement of such delay notify the Contract Officer, or assigned designee, in
writing of the causes of the delay. The Contract Officer, or assigned designee, shall
ascertain the facts and the extent of delay, and extend the time for performing the
Services for the period of the forced delay when and if in the Contract Officer's judgment
such delay is justified, and the Contract Officer's determination, or assigned designee,
shall be final and conclusive upon the parties to this Agreement. Extensions to time
period in the Schedule of Performance which are determined by the Contract Officer, or
assigned designee, to be justified pursuant to this Section shall not entitle the
Contracting Party to additional compensation in excess of the Contract Sum.
3.4 Term. Unless earlier terminated in accordance with the provisions in
Article 8.0 of this Agreement, the term of this agreement shall commence on March 1,
2024. and terminate on March 1, 2027 ("Initial Term"). This Agreement may be extended
for two additional year(s) upon mutual agreement by both parties ("Extended Term"), and
executed in writing.
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4. COORDINATION OF WORK.
4.1 Representative of Contracting Party. The following principals of Contracting
Party ("Principals") are hereby designated as being the principals and representatives of
Contracting Party authorized to act in its behalf with respect to the Services specified
herein and make all decisions in connection therewith:
(a) Heather Castellanos
Telephone No.: 571.662.3750
Email: heather.castellanos@carahsoft.com
It is expressly understood that the experience, knowledge, capability, and
reputation of the foregoing Principals were a substantial inducement for City to enter into
this Agreement. Therefore, the foregoing Principals shall be responsible during the term
of this Agreement for directing all activities of Contracting Party and devoting sufficient
time to personally supervise the Services hereunder. For purposes of this Agreement,
the foregoing Principals may not be changed by Contracting Party and no other personnel
may be assigned to perform the Services required hereunder without the express written
approval of City.
4.2 Contract Officer. The "Contract Officer", otherwise known as Tony Ulloa
Deputy Director or assigned designee may be designated in writing by the City
Manager of the City. It shall be Contracting Party's responsibility to assure that the
Contract Officer, or assigned designee, is kept informed of the progress of the
performance of the Services, and Contracting Party shall refer any decisions, that must
be made by City to the Contract Officer, or assigned designee. Unless otherwise
specified herein, any approval of City required hereunder shall mean the approval of the
Contract Officer, or assigned designee. The Contract Officer, or assigned designee,
shall have authority to sign all documents on behalf of City required hereunder to carry
out the terms of this Agreement.
4.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability, and reputation of Contracting Party, its principals, and its
employees were a substantial inducement for City to enter into this Agreement. Except
as set forth in this Agreement, Contracting Party shall not contract or subcontract with
any other entity to perform in whole or in part the Services required hereunder without the
express written approval of City. In addition, neither this Agreement nor any interest
herein may be transferred, assigned, conveyed, hypothecated, or encumbered,
voluntarily or by operation of law, without the prior written approval of City. Transfers
restricted hereunder shall include the transfer to any person or group of persons acting in
concert of more than twenty five percent (25%) of the present ownership and/or control
of Contracting Party, taking all transfers into account on a cumulative basis. Any
attempted or purported assignment or contracting or subcontracting by Contracting Party
without City's express written approval shall be null, void, and of no effect. No approved
transfer shall release Contracting Party of any liability hereunder without the express
consent of City.
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4.4 Independent Contractor. Neither City nor any of its employees shall have
any control over the manner, mode, or means by which Contracting Party, its agents, or
its employees, perform the Services required herein, except as otherwise set forth herein.
City shall have no voice in the selection, discharge, supervision, or control of Contracting
Party's employees, servants, representatives, or agents, or in fixing their number or hours
of service. Contracting Party shall perform all Services required herein as an independent
contractor of City and shall remain at all times as to City a wholly independent contractor
with only such obligations as are consistent with that role. Contracting Party shall not at
any time or in any manner represent that it or any of its agents or employees are agents
or employees of City. City shall not in any way or for any purpose become or be deemed
to be a partner of Contracting Party in its business or otherwise or a joint venture or a
member of any joint enterprise with Contracting Party. Contracting Party shall have no
power to incur any debt, obligation, or liability on behalf of City. Contracting Party shall
not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. Except for the Contract Sum paid to Contracting Party as
provided in this Agreement, City shall not pay salaries, wages, or other compensation to
Contracting Party for performing the Services hereunder for City. City shall not be liable
for compensation or indemnification to Contracting Party for injury or sickness arising out
of performing the Services hereunder. Notwithstanding any other City, state, or federal
policy, rule, regulation, law, or ordinance to the contrary, Contracting Party and any of its
employees, agents, and subcontractors providing services under this Agreement shall not
qualify for or become entitled to any compensation, benefit, or any incident of employment
by City, including but not limited to eligibility to enroll in the California Public Employees
Retirement System (TERS") as an employee of City and entitlement to any contribution
to be paid by City for employer contributions and/or employee contributions for PERS
benefits. Contracting Party agrees to pay all required taxes on amounts paid to
Contracting Party under this Agreement, and to indemnify and hold City harmless from
any and all taxes, assessments, penalties, and interest asserted against City by reason
of the independent contractor relationship created by this Agreement. Contracting Party
shall fully comply with the workers' compensation laws regarding Contracting Party and
Contracting Party's employees. Contracting Party further agrees to indemnify and hold
City harmless from any failure of Contracting Party to comply with applicable workers'
compensation laws. City shall have the right to offset against the amount of any payment
due to Contracting Party under this Agreement any amount due to City from Contracting
Party as a result of Contracting Party's failure to promptly pay to City any reimbursement
or indemnification arising under this Section.
4.5 Identity of Persons Performing Work. Contracting Party represents that it
employs or will employ at its own expense all personnel required for the satisfactory
performance of any and all of the Services set forth herein. Contracting Party represents
that the Services required herein will be performed by Contracting Party or under its direct
supervision, and that all personnel engaged in such work shall be fully qualified and shall
be authorized and permitted under applicable State and local law to perform such tasks
and services.
4.6 City Cooperation. City shall provide Contracting Party with any plans,
publications, reports, statistics, records, or other data or information pertinent to the
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Services to be performed hereunder which are reasonably available to Contracting Party
only from or through action by City.
5. INSURANCE.
5.1 Insurance. Prior to the beginning of any Services under this Agreement and
throughout the duration of the term of this Agreement, Contracting Party shall procure
and maintain, at its sole cost and expense, and submit concurrently with its execution of
this Agreement, policies of insurance as set forth in "Exhibit E" (the "Insurance
Requirements") which is incorporated herein by this reference and expressly made a part
hereof.
5.2 Proof of Insurance. Contracting Party shall provide Certificate of Insurance
to Agency a
endorsements
performance.
Ong with all required endorsements. Certificate of Insurance and
must be approved by Agency's Risk Manager prior to commencement of
6. INDEMNIFICATION.
6.1 Indemnification
shall indemnify, protect, defer
and any and all of its officers,
F" ("Indemnification") which is
a part hereof.
To the fullest extent permitted by law, Contracting Party
d (with counsel selected by City), and hold harmless City
employees, agents, and volunteers as set forth in "Exhibit
incorporated herein by this reference and expressly made
7. RECORDS AND REPORTS.
7.1 Reports. Contracting Party shall periodically prepare and submit to the
Contract Officer, or assigned designee, such reports concerning Contracting Party's
performance of the Services required by this Agreement as the Contract Officer, or
assigned designee, shall require. Contracting Party hereby acknowledges that City is
greatly concerned about the cost of the Services to be performed pursuant to this
Agreement. For this reason, Contracting Party agrees that if Contracting Party becomes
aware of any facts, circumstances, techniques, or events that may or will materially
increase or decrease the cost of the Services contemplated herein or, if Contracting Party
is providing design services, the cost of the project being designed, Contracting Party
shall promptly notify the Contract Officer, or assigned designee, of said fact,
circumstance, technique, or event and the estimated increased or decreased cost related
thereto and, if Contracting Party is providing design services, the estimated increased or
decreased cost estimate for the project being designed.
7.2 Records. Contracting Party shall keep, and require any subcontractors to
keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports
(including but not limited to payroll reports), studies, or other documents relating to the
disbursements charged to City and the Services performed hereunder (the "Books and
Records"), as shall be necessary to perform the Services required by this Agreement and
enable the Contract Officer, or assigned designee, to evaluate the performance of such
Services. Any and all such Books and Records shall be maintained in accordance with
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generally accepted accounting principles and shall be complete and detailed. The
Contract Officer, or assigned designee, shall have full and free access to such Books
and Records at all times during normal business hours of City, including the right to
inspect, copy, audit, and make records and transcripts from such Books and Records.
Such Books and Records shall be maintained for a period of three (3) years following
completion of the Services hereunder, and City shall have access to such Books and
Records in the event any audit is required. In the event of dissolution of Contracting
Party's business, custody of the Books and Records may be given to City, and access
shall be provided by Contracting Party's successor in interest. Under California
Government Code Section 8546.7, if the amount of public funds expended under this
Agreement exceeds Ten Thousand Dollars ($10,000.00), this Agreement shall be subject
to the examination and audit of the State Auditor, at the request of City or as part of any
audit of City, for a period of three (3) years after final payment under this Agreement.
7.3 Ownership of Documents. All drawings, specifications, maps, designs,
photographs, studies, surveys, data, notes, computer files, reports, records, documents,
and other materials plans, drawings, estimates, test data, survey results, models,
renderings, and other documents or works of authorship fixed in any tangible medium of
expression, including but not limited to, physical drawings, digital renderings, or data
stored digitally, magnetically, or in any other medium prepared or caused to be prepared
by Contracting Party, its employees, subcontractors, and agents in the performance of
this Agreement (the "Documents and Materials") shall be the property of City and shall be
delivered to City upon request of the Contract Officer, or assigned designee, or upon
the expiration or termination of this Agreement, and Contracting Party shall have no claim
for further employment or additional compensation as a result of the exercise by City of
its full rights of ownership use, reuse, or assignment of the Documents and Materials
hereunder. Any use, reuse or assignment of such completed Documents and Materials
for other projects and/or use of uncompleted documents without specific written
authorization by Contracting Party will be at City's sole risk and without liability to
Contracting Party, and Contracting Party's guarantee and warranties shall not extend to
such use, revise, or assignment. Contracting Party may retain copies of such Documents
and Materials for its own use. Contracting Party shall have an unrestricted right to use
the concepts embodied therein. All subcontractors shall provide for assignment to City
of any Documents and Materials prepared by them, and in the event Contracting Party
fails to secure such assignment, Contracting Party shall indemnify City for all damages
resulting therefrom.
7.4 In the event City or any person, firm, or corporation authorized by City
reuses said Documents and Materials without written verification or adaptation by
Contracting Party for the specific purpose intended and causes to be made or makes any
changes or alterations in said Documents and Materials, City hereby releases,
discharges, and exonerates Contracting Party from liability resulting from said change.
The provisions of this clause shall survive the termination or expiration of this Agreement
and shall thereafter remain in full force and effect.
7.5 Licensing of Intellectual Property. This Agreement creates a non-exclusive
and perpetual license for City to copy, use, modify, reuse, or sublicense any and all
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copyrights, designs, rights of reproduction, and other intellectual property embodied in
the Documents and Materials. Contracting Party shall require all subcontractors, if any,
to agree in writing that City is granted a non-exclusive and perpetual license for the
Documents and Materials the subcontractor prepares under this Agreement. Contracting
Party represents and warrants that Contracting Party has the legal right to license any
and all of the Documents and Materials. Contracting Party makes no such representation
and warranty in regard to the Documents and Materials which were prepared by design
professionals other than Contracting Party or provided to Contracting Party by City. City
shall not be limited in any way in its use of the Documents and Materials at any time,
provided that any such use not within the purposes intended by this Agreement shall be
at City's sole risk.
7.6 Release of Documents. The Documents and Materials shall not be
released publicly without the prior written approval of the Contract Officer, or assigned
designee, or as required by law. Contracting Party shall not disclose to any other entity
or person any information regarding the activities of City, except as required by law or as
authorized by City.
7.7 Confidential or Personal Identifying Information. Contracting Party
covenants that all City data, data lists, trade secrets, documents with personal identifying
information, documents that are not public records, draft documents, discussion notes, or
other information, if any, developed or received by Contracting Party or provided for
performance of this Agreement are deemed confidential and shall not be disclosed by
Contracting Party to any person or entity without prior written authorization by City or
unless required by law. City shall grant authorization for disclosure if required by any
lawful administrative or legal proceeding, court order, or similar directive with the force of
law. All City data, data lists, trade secrets, documents with personal identifying
information, documents that are not public records, draft documents, discussions, or other
information shall be returned to City upon the termination or expiration of this Agreement.
Contracting Party's covenant under this section shall survive the termination or expiration
of this Agreement.
8. ENFORCEMENT OF AGREEMENT.
8.1 California Law. This Agreement shall be interpreted, construed, and
governed both as to validity and to performance of the parties in accordance with the laws
of the State of California. Legal actions concerning any dispute, claim, or matter arising
out of or in relation to this Agreement shall be instituted in the Superior Court of the County
of Riverside, State of California, or any other appropriate court in such county, and
Contracting Party covenants and agrees to submit to the personal jurisdiction of such
court in the event of such action.
8.2 Disputes. In the event of any dispute arising under this Agreement, the
injured party shall notify the injuring party in writing of its contentions by submitting a claim
therefore. The injured party shall continue performing its obligations hereunder so long
as the injuring party commences to cure such default within ten (10) days of service of
such notice and completes the cure of such default within forty-five (45) days after service
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of the notice, or such longer period as may be permitted by the Contract Officer, or
assigned designee; provided that if the default is an immediate danger to the health,
safety, or general welfare, City may take such immediate action as City deems warranted.
Compliance with the provisions of this Section shall be a condition precedent to
termination of this Agreement for cause and to any legal action, and such compliance
shall not be a waiver of any party's right to take legal action in the event that the dispute
is not cured, provided that nothing herein shall limit City's right to terminate this
Agreement without cause pursuant to this Article 8.0. During the period of time that
Contracting Party is in default, City shall hold all invoices and shall, when the default is
cured, proceed with payment on the invoices. In the alternative, City may, in its sole
discretion, elect to pay some or all of the outstanding invoices during any period of default.
8.3 Retention of Funds. City may withhold from any monies payable to
Contracting Party sufficient funds to compensate City for any losses, costs, liabilities, or
damages it reasonably believes were suffered by City due to the default of Contracting
Party in the performance of the Services required by this Agreement.
8.4 Waiver. No delay or omission in the exercise of any right or remedy of a
non -defaulting party on any default shall impair such right or remedy or be construed as
a waiver. City's consent or approval of any act by Contracting Party requiring City's
consent or approval shall not be deemed to waive or render unnecessary City's consent
to or approval of any subsequent act of Contracting Party. Any waiver by either party of
any default must be in writing and shall not be a waiver of any other default concerning
the same or any other provision of this Agreement.
8.5 Rights and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies
of the parties are cumulative and the exercise by either party of one or more of such rights
or remedies shall not preclude the exercise by it, at the same or different times, of any
other rights or remedies for the same default or any other default by the other party.
8.6 Legal Action. In addition to any other rights or remedies, either party may
take legal action, at law or at equity, to cure, correct, or remedy any default, to recover
damages for any default, to compel specific performance of this Agreement, to obtain
declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes
of this Agreement.
8.7 Termination Prior To Expiration of Term. This Section shall govern any
termination of this Agreement, except as specifically provided in the following Section for
termination for cause. City reserves the right to terminate this Agreement at any time,
with or without cause, upon thirty (30) days' written notice to Contracting Party. Upon
receipt of any notice of termination, Contracting Party shall immediately cease all
Services hereunder except such as may be specifically approved by the Contract Officer,
or assigned designee. Contracting Party shall be entitled to compensation for all
Services rendered prior to receipt of the notice of termination and for any Services
authorized by the Contract Officer, or assigned designee, thereafter in accordance with
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the Schedule of Compensation or such as may be approved by the Contract Officer, or
assigned designee, except amounts held as a retention pursuant to this Agreement.
8.8 Termination for Default of Contracting Party. If termination is due to the
failure of Contracting Party to fulfill its obligations under this Agreement, Contracting Party
shall vacate any City -owned property which Contracting Party is permitted to occupy
hereunder and City may, after compliance with the provisions of Section 8.2, take over
the Services and prosecute the same to completion by contract or otherwise, and
Contracting Party shall be liable to the extent that the total cost for completion of the
Services required hereunder exceeds the compensation herein stipulated (provided that
City shall use reasonable efforts to mitigate such damages), and City may withhold any
payments to Contracting Party for the purpose of setoff or partial payment of the amounts
owed City.
8.9 Attorneys' Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this
Agreement, the prevailing party in such action or proceeding, in addition to any other relief
which may be granted, whether legal or equitable, shall be entitled to reasonable
attorneys' fees; provided, however, that the attorneys' fees awarded pursuant to this
Section shall not exceed the hourly rate paid by City for legal services multiplied by the
reasonable number of hours spent by the prevailing party in the conduct of the litigation.
Attorneys' fees shall include attorneys' fees on any appeal, and in addition a party entitled
to attorneys' fees shall be entitled to all other reasonable costs for investigating such
action, taking depositions and discovery, and all other necessary costs the court allows
which are incurred in such litigation. All such fees shall be deemed to have accrued on
commencement of such action and shall be enforceable whether or not such action is
prosecuted to judgment. The court may set such fees in the same action or in a separate
action brought for that purpose.
9. CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION.
9.1 Non -liability of City Officers and Employees. No officer, official, employee,
agent, representative, or volunteer of City shall be personally liable to Contracting Party,
or any successor in interest, in the event or any default or breach by City or for any amount
which may become due to Contracting Party or to its successor, or for breach of any
obligation of the terms of this Agreement.
9.2 Conflict of Interest. Contracting Party covenants that neither it, nor any
officer or principal of it, has or shall acquire any interest, directly or indirectly, which would
conflict in any manner with the interests of City or which would in any way hinder
Contracting Party's performance of the Services under this Agreement. Contracting Party
further covenants that in the performance of this Agreement, no person having any such
interest shall be employed by it as an officer, employee, agent, or subcontractor without
the express written consent of the Contract Officer, or assigned designee. Contracting
Party agrees to at all times avoid conflicts of interest or the appearance of any conflicts
of interest with the interests of City in the performance of this Agreement.
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No officer or employee of City shall have any financial interest, direct or
indirect, in this Agreement nor shall any such officer or employee participate in any
decision relating to this Agreement which effects his financial interest or the financial
interest of any corporation, partnership or association in which he is, directly or indirectly,
interested, in violation of any State statute or regulation. Contracting Party warrants that
it has not paid or given and will not pay or give any third party any money or other
consideration for obtaining this Agreement.
9.3 Covenant against Discrimination. Contracting Party covenants that, by and
for itself, its heirs, executors, assigns, and all persons claiming under or through them,
that there shall be no discrimination against or segregation of, any person or group of
persons on account of any impermissible classification including, but not limited to, race,
color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry in
the performance of this Agreement. Contracting Party shall take affirmative action to
ensure that applicants are employed and that employees are treated during employment
without regard to their race, color, creed, religion, sex, marital status, sexual orientation,
national origin, or ancestry.
10. MISCELLANEOUS PROVISIONS.
10.1 Notice. Any notice, demand, request, consent, approval, or communication
either party desires or is required to give the other party or any other person shall be in
writing and either served personally or sent by prepaid, first-class mail to the address set
forth below. Either party may change its address by notifying the other party of the change
of address in writing. Notice shall be deemed communicated forty-eight (48) hours from
the time of mailing if mailed as provided in this Section.
To City:
CITY OF LA QUINTA
Attention: Monika Radeva, City Clerk
78495 Calle Tampico
La Quinta, California 92253
To Contracting Party:
Carahsoft Technology Corp.
Attention: Heather Castellanos
11493 Sunset Hills Road, Suite 100,
Reston, Virginia 20190
10.2 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of this Agreement or any other rule of
construction which might otherwise apply.
10.3 Section Headings and Subheadings. The section headings and
subheadings contained in this Agreement are included for convenience only and shall not
limit or otherwise affect the terms of this Agreement.
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10.4 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, and such counterparts shall constitute one and
the same instrument.
10.5 Integrated Agreement. This Agreement including the exhibits hereto is the
entire, complete, and exclusive expression of the understanding of the parties. It is
understood that there are no oral agreements between the parties hereto affecting this
Agreement and this Agreement supersedes and cancels any and all previous
negotiations, arrangements, agreements, and understandings, if any, between the
parties, and none shall be used to interpret this Agreement.
10.6 Amendment. No amendment to or modification of this Agreement shall be
valid unless made in writing and approved by Contracting Party and by the City Council
of City. The parties agree that this requirement for written modifications cannot be waived
and that any attempted waiver shall be void.
10.7 Severability. In the event that any one or more of the articles, phrases,
sentences, clauses, paragraphs, or sections contained in this Agreement shall be
declared invalid or unenforceable, such invalidity or unenforceability shall not affect any
of the remaining articles, phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out
the intent of the parties hereunder unless the invalid provision is so material that its
invalidity deprives either party of the basic benefit of their bargain or renders this
Agreement meaningless.
10.8 Unfair Business Practices Claims. In entering into this Agreement,
Contracting Party offers and agrees to assign to City all rights, title, and interest in and to
all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or
under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of
Division 7 of the Business and Professions Code), arising from purchases of goods,
services, or materials related to this Agreement. This assignment shall be made and
become effective at the time City renders final payment to Contracting Party without
further acknowledgment of the parties.
10.9 No Third -Party Beneficiaries. With the exception of the specific provisions
set forth in this Agreement, there are no intended third -party beneficiaries under this
Agreement and no such other third parties shall have any rights or obligations hereunder.
10.10 Authority. The persons executing this Agreement on behalf of each of the
parties hereto represent and warrant that (i) such party is duly organized and existing,
(ii) they are duly authorized to execute and deliver this Agreement on behalf of said party,
(iii) by so executing this Agreement, such party is formally bound to the provisions of this
Agreement, and (iv) that entering into this Agreement does not violate any provision of
any other Agreement to which said party is bound. This Agreement shall be binding upon
the heirs, executors, administrators, successors, and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
stated below.
CITY OF LA QUINTA,
a California Municipal Corporation
JON McMILLEN, City Manager
City of La Quinta,/California
Dated:
ATTEST:
MONIKA RADEVA, City Clerk
City of La Quinta, California
APPROVED AS TO FORM:
601 1�4�.
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
CARAHSOFT TECHNOLOGY GROUP
By: /<4z. ��� ' ';W.
Name:Kristina Smith
Title: Contracts Director
By:_
Name:
Title:
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Exhibit A
Scope of Services
1. Services to be Provided:
OpenGov will deliver a cloud based Enterprise Asset Management solutions and
provide training during and after the implementation process. OpenGov will
perform the work remotely, except for any project -related activity which OpenGov
determines would be best performed at City facility. OpenGov will provide the
services during normal business hours, 8:30 a.m. to 6:00 p.m. local time, Monday
through Friday, except holidays. The statement of work (SOW) provided submitted
by OpenGov will be utilized as reference guide.
2. Performance Standards:
See attached statement of work. (SOW) Section 2.5 address OpenGov
deliverables and time schedule.
Exhibit A
Page 1 of 4 Last revised summer 2017
EXHIBIT A - SCOPE OF WORK
�) OPENGOV
Statement of Work
City of La Ouinta, CA
Creation Date: 12/12/2023
Document Number: PS-05060
Version Number: 1
Created by: Dean Simpson
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2023 Enterprise Asset Management Statement of Work vl
Table of Contents
1.Overview and Approach
2
1.1. Agreement
2
2. Statement of Work
3
2.1. Project Scope
3
2.2. Facilities and Hours of Coverage
3
2.3. Key Assumptions
3
2.4. Exclusions
4
2.5. OpenGov Responsibilities
4
2.5.1. Activity 1- Project Management
4
2.5.2. Activity 2 - Initialization
5
2.5.3. Activity 3 - OpenGov Domains
5
2.5.4. Activity 4 - Training
6
2.6. Your Responsibilities
6
2.6.1. Your Project Manager
7
2.7. Completion Criteria
7
2.8. Estimated Schedule
7
2.9. Illustrative Project Timelines
8
2.10. Charges
8
2.11. Offer Expiration Date
8
Appendix A: Engagement Charter
8
A-1: Communication and Escalation Procedure
8
A-2: Change Order Process
10
A-3: Deliverable Materials Acceptance Procedure
10
Appendix B: Implementation Activities
11
B-1: Phase 1
11
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2023 Statement of Work v1
2
1. Overview and Approach
1.1. Agreement
This Statement of Work ("SOW") identifies services that OpenGov, Inc. ("OpenGov" or "we") will
perform for City of La Quinta, CA ("Customer' or "you") pursuant to that order for Professional
Services entered into between OpenGov and the Customer ("Order Form") which references the
Master Services Agreement or other applicable agreement entered into by the parties (the
"Agreement").
• Customer acknowledges and agrees that this Statement of Work is subject to the
confidentiality obligations set forth in the Agreement between OpenGov and Customer.
• The Deliverables listed in Appendix B are the single source of the truth of the deliverables
to be provided.
• Customer's use of the Professional Services is governed by the Agreement and not this
SOW.
• Upon execution of the Order Form or other documentation referencing the SOW, this SOW
shall be incorporated by reference into the Agreement.
• In the event of any inconsistency or conflict between the terms and conditions of this SOW
and the Agreement, the terms and conditions of this SOW shall govern with respect to the
subject matter of this SOW only. Unless otherwise defined herein, capitalized terms used in
this SOW shall have the meaning defined in the Agreement.
• This SOW may not be modified or amended except in a written agreement signed by a duly
authorized representative of each party.
• OpenGov will be deployed as is, Customer has access to all functionality available in the
current release.
2. Statement of Work
This SOW is limited to the Implementation of the OpenGov Enterprise Asset Management as
defined in the OpenGov Responsibilities section of this document (Section 2.5). Any additional
services or support will be considered out of scope.
2.1. Project Scope
Under this project, OpenGov will deliver cloud based Enterprise Asset Management
solutions to help the Customer power a more effective and accountable government.
OpenGov's estimated charges and schedule are based on performance of the activities
listed in the "OpenGov Responsibilities" section below. Deviations that arise during the
project will be managed through the procedure described in Appendix A-2: Project Change
Control Procedure, and may result in adjustments to the Project Scope, Estimated
Schedule, Charges and other terms. These adjustments may include charges on a
time -and -materials or fixed -fee basis using OpenGov's standard rates in effect from time to
time for any resulting additional work or waiting time.
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2023 Statement of Work v1
2.2. Facilities and Hours of Coverage
OpenGov will:
A. Perform the work under this SOW remotely, except for any project -related activity
which OpenGov determines would be best performed at your facility in Customer
Location in order to complete its responsibilities under this SOW.
B. Provide the Services under this SOW during normal business hours, 8:30am to
6:OOpm local time, Monday through Friday, except holidays.
2.3. Key Assumptions
The SOW and OpenGov estimates are based on the following key assumptions. Deviations
that arise during the proposed project will be managed through the Project Change Control
Procedure (see Appendix A-2) , and may result in adjustments to the Project Scope,
Estimated Schedule, Charges, and other terms.
Per
A. The OpenGov Suites are not customized beyond current capacities based on the
latest release of the software.
B. Individual software modules are configured based on discussions between OpenGov
and Customer.
C. Enterprise Asset Management
i. OpenGov will provide all services remotely via audio; video; and web
conferences unless otherwise noted.
ii. OpenGov assumes that the customer is responsible for performing quality
control measures on its data in EAM.
iii. OpenGov assumes that the customer is responsible for testing its
workflows, automations, integrations, and configurations within the EAM
and will update the configurations as part of its testing and training
activities.
iv. OpenGov assumes that the customer accepts EAM upon the completion of
the go -live event
v. If a non -API integration is included in scope, Customer is responsible for
engaging third party vendor to obtain data, configuration, and/or third party
integration support.
vi. If an API integration is included in scope, Customer is responsible for
providing access to a test instance of the third party API including a URL,
authentication credentials, and relevant documentation.
vii. OpenGov best practice is to not exceed tested limits of the product.
2.4. Exclusions
The following service items are not included in the scope of this project:
A. Implementation of any custom modification or integration developed by OpenGov;
your internal staff; or any third -party is not included in the scope of this project
unless specifically listed in Appendix B.
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2023 Statement of Work v1
B. Data conversion services from other software system(s) or sources (including
Navigator databases) are not included in the scope of this project unless
specifically listed in Appendix B.
C. Any service items discussed during demonstrations; conference calls; or other
events are not included in the scope of this project unless specifically listed in
Appendix B.
2.5. OpenGov Responsibilities
2.5.1. Activity 1- Project Management
OpenGov will provide project management for the OpenGov responsibilities in this SOW.
The purpose of this activity is to provide direction to the OpenGov project personnel and to
provide a framework for project planning, communications, reporting, procedural and
contractual activity. This activity is composed of the following tasks:
Planning
OpenGov will:
A. review the SOW, contract and project plan with Customer's Project Manager and key
stakeholders to ensure alignment and agreed upon timelines;
B. maintain project communications through your Project Manager;
C. establish documentation and procedural standards for deliverable Materials; and
D. Collaborate with your Project Manager to prepare and maintain the project plan for
the performance of this SOW which will include the activities, tasks, assignments,
and project milestones.
Project Tracking and Reporting
OpenGov will:
A. review project tasks, schedules, and resources and make changes or additions, as
appropriate. Measure and evaluate progress against the project plan with your
Project Manager;
B. work with your Project Manager to address and resolve deviations from the project
plan;
C. conduct regularly scheduled project status meetings; and
D. administer the Project Change Control Procedure with your Project Manager.
Completion Criteria:
This is an on -going activity which will be considered complete at the end of the Services
contract.
Deliverable Materials:
• Weekly status reports
• Project plan
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2023 Statement of Work v1
• Project Charter
• Risk, Action, Issues and Decisions Register (RAID)
2.5.2. Activity 2 - Initialization
OpenGov will provide the following:
A. Customer Entity configuration
B. System Administrators creation
C. Solution Blueprint creation
D. Data Validation strategy confirmation
Completion Criteria:
This activity will be considered complete when:
• Customer Entity is created
• System Administrators have access to Customer Entity
• Solution Blueprint is presented to Customer
Deliverable Materials:
• Solution Blueprint
• Sign -off of Initial Draft Solution Blueprint
2.5.3. Activity 3 - OpenGov Domains
OpenGov will provide the following:
Enterprise Asset Management Domains
A. Transportation
B. Walkability
C. Signals
D. Parks and Rec
E. Facilities
F. Stormwater
Completion Criteria:
This activity will be considered complete when:
• Instance setup is completed
• Requirements Gathering is completed
• Start up Data is loaded
• Asset Installation is completed
• Integrations are implemented
• Data conversion is completed
Deliverable Materials:
• Formal sign off document
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2023 Statement of Work v1
6
2.5.4. Activity 4 - Training
Training will be provided in instructor -led virtual sessions unless otherwise specified in
Appendix B. For any instructor -led virtual sessions, the class size is recommended to be 10,
for class sizes larger than 10 it may be necessary to have more than one instructor.
Completion Criteria:
• Software training is delivered
Deliverable Materials:
• Formal sign off document
2.6. Your Responsibilities
The completion of the proposed scope of work depends on the full commitment and
participation of your management and personnel. The responsibilities listed in this section
are in addition to those responsibilities specified in the Agreement and are to be provided
at no charge to OpenGov. OpenGov's performance is predicated upon the following
responsibilities being managed and fulfilled by you. Delays in performance of these
responsibilities may result in delay of the completion of the project and will be handled in
accordance with Appendix A-2: Project Change Control Procedure.
2.6.1. Your Project Manager
Prior to the start of this project, you will designate a person called your Project Manager
who will be the focal point for OpenGov communications relative to this project and will
have the authority to act on behalf of you in all matters regarding this project.
Your Project Manager's responsibilities include the following:
A. manage your personnel and responsibilities for this project (for example: ensure
personnel complete any self -paced training sessions, configuration, validation or
user acceptance testing);
B. serve as the interface between OpenGov and all your departments participating in
the project;
C. administer the Project Change Control Procedure with the Project Manager;
D. participate in project status meetings;
E. obtain and provide information, data, and decisions within five (5) business days of
OpenGov's request unless you and OpenGov agree in writing to a different response
time;
F. resolve deviations from the estimated schedule, which may be caused by you;
G. help resolve project issues and escalate issues within your organization, as
necessary; and
H. create, with OpenGov's assistance, the project plan for the performance of this SOW
which will include the activities, tasks, assignments, milestones and estimates.
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2023 Statement of Work v1
2.7. Completion Criteria
OpenGov will have fulfilled its obligations under this SOW when any of the following first
occurs:
A. OpenGov accomplishes the activities set forth in "OpenGov responsibilities" section
and delivers the services in Appendix B as listed, if any; or
B. The End date is reached
2.8. Estimated Schedule
OpenGov will schedule resources for this project upon signature of the order form. Unless
specifically noted, the OpenGov assigned project manager will work with Customer Project
Manager to develop the project schedule for all requested deliverables under this SOW.
OpenGov reserves the right to adjust the schedule based on the availability of OpenGov
resources and/or Customer resources, and the timeliness of deliverables provided by the
Customer.
The Services are currently estimated to start within two Mweeks but no later than four(4)
weeks from signatures and have an estimated end date of nine months after signatures
("End Date") or on other dates mutually agreed to between you and OpenGov.
2.9. Illustrative Project Timelines
The typical project timelines are for illustrative purposes only and may not reflect your use
cases.
Enterprise Amet Mane pment Suite Illustrative T3meRne
Mcnthl
MAIM 2 Month S Month 4 Month S Month B
Morrth7
Month S
tntogrationsf Conversions
Qefinn and Plan
Enterprlaa Asset Managmen t
DesEgn
Build and Test
Deliver
GoLive Support
Hyperoare
Timeline is depe nden t on the number of phases and other facturs. Customer is responsible for atten ding the ki ek off of each phase, pravi d Ing any necessary data for each phase, partici pati n g in wo rki ng
s ess ions du ring wive Phases, end signing off vn 4eli ve rablea at the and of each plwse-
2.10. Charges
The Services will be conducted on a Fixed Price basis. This fixed price is exclusive of any
travel and living expenses and other reasonable expenses incurred in connection with the
Services. All charges are exclusive of any applicable taxes.
Customer shall reimburse OpenGov for reasonable out-of-pocket expenses OpenGov incurs
providing Professional Services. Reasonable expenses include, but are not limited to,
travel, lodging, and meals. Expenses are billed based on actual costs incurred. OpenGov
shall not exceed the estimated $4,800 expenses without written approval from the
Customer.
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2023 Statement of Work v1
2.11. Offer Expiration Date
This offer will expire on March 12, 2024 unless extended by OpenGov in writing.
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2023 Statement of Work v1
Appendix A: Engagement Charter
A-1: Communication and Escalation Procedure
Active engagement throughout the implementation process is the foundation of a successful
deployment. To help assess progress, address questions, and minimize risk during the course of
deployment both parties agree to the following:
• Regular communication aligned to the agreed upon project plan and timing.
o OpenGov expects our customers to raise questions or concerns as soon as they
arise. OpenGov will do the same, in order to be able to address items when known.
• Executive involvement
o Executives may be called upon to clarify expectations and/or resolve confusion.
o Executives may be needed to steer strategic items to maximize the value through
the deployment.
• Escalation Process:
o OpenGov and Customer agree to raise concerns and follow the escalation process,
resource responsibility, and documentation in the event an escalation is needed to
support issues raised
• Identification of an issue impeding deployment progress, outcome or
capturing the value proposition, that is not acceptable.
• Customer or OpenGov Project Manager summarizes the problem statement
and impasse.
• Customer and OpenGov Project Managersjointly will outline solution,
acceptance or schedule Executive review.
• Resolution will be documented and signed off following Executive review.
Phase Sign -Off
o OpenGov requests sign -offs at various stages during the implementation of the
project. Once the Customer has signed -off, any additional changes requested by
Customer on that stage will require a paid change order for additional hours for
OpenGov to complete the requested changes.
A-2: Change Order Process
This SOW and related efforts are based on the information provided and gathered by OpenGov.
Customers acknowledge that changes to the scope may require additional effort or time,
resulting in additional cost. Any change to scope must be agreed to in writing or email, by both
Customer and OpenGov, and documented as such via a:
• Change Order- Work that is added to or deleted from the original scope of this SOW.
Depending on the magnitude of the change, it may or may not alter the original contract
amount or completion date and be paid for by Customer. Changes might include:
o Timeline for completion
o Sign off process
o Cost of change and Invoice timing
o Amending the SOW to correct an error.
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2023 Statement of Work v1
HE
o Extension of work as the complexity identified exceeds what was expected by
Customer or OpenGov.
o Change in type of OpenGov resources to support the SOW.
A-3: Deliverable Materials Acceptance Procedure
Deliverable Materials as defined herein will be reviewed and accepted in accordance with the
following procedure:
• The deliverable Material will be submitted to your Project Manager.
• Your Project Manager will have decision authority to approve/reject all project Criteria,
Phase Acceptance and Engagement Acceptance.
• Within five (5) business days of receipt, your Project Manager will either accept the
deliverable Material or provide OpenGov's Project Manager a written list of requested
revisions. If OpenGov receives no response from your Project Manager within five (5)
business days, then the deliverable Material will be deemed accepted. The process will
repeat for the requested revisions until acceptance.
• All acceptance milestones and associated review periods will be tracked on the project
plan.
• Both OpenGov and Customer recognize that failure to complete tasks and respond to open
issues may have a negative impact on the project.
• For any tasks not yet complete, OpenGov and/or Customer will provide sufficient resources
to expedite completion of tasks to prevent negatively impacting the project.
• Any conflict arising from the deliverable Materials Acceptance Procedure will be addressed
as specified in the Escalation Procedure set forth in Appendix A-1. As set forth in the
"Customer Delays" provision of the Agreement, if there are extended delays (greater than 10
business days) in Customer's response for requested information or deliverable; OpenGov
may opt to put the project on an "On Hold" status. After the Customer has fulfilled its
obligations, Professional Services can be resumed and the project will be taken off the
"On -Hold" status.
• Putting a project "on Hold" may have several ramifications including, but not restricted, to
the following:
o Professional Services to the customer could be stopped;
o Delay to any agreed timelines; or
o Not having the same Professional Services team assigned.
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2023 Statement of Work v1
I�
Appendix B: Implementation Activities
B-1: Phase
Setup
OpenGov will:
• Setup a hosted, sandbox and production OpenGov Asset Management environment.
• Provide an overview, up to two (2) hours, of OpenGov and ArcGIS Online user -based logins
and User/Role functionality.
• Provide a template file to be utilized by your staff to populate Roles and Users to be utilized
for OpenGov Asset Management.
• Utilize the template to create users and roles in OpenGov Asset Management. (Note:
Subsequent User and/or Role changes will be your administrator's responsibility.)
• Provide documentation and guidance, up to four (4) hours, for your technical GIS staff to
configure Esri Basemap Services for OpenGov Asset Management integration. Guidance will
be geared towards OpenGov Asset Management/Esri integration functionality and
requirements.
• Setup the OpenGov Asset Management Platform, including the Request, Work, Resource,
and Asset Management areas of the software. Asset Management solutions will be setup for
all solutions referenced in the Assets section of the scope unless otherwise noted.
Requirements Gathering
OpenGov will
• Provide a two-day (2-day) onsite requirement gathering workshop to increase our
understanding of your business and functional goals. Through workshops and interviews,
OpenGov will identify best fit scenarios for OpenGov Asset Management and provide a brief
including any challenges as well as recommendations for OpenGov Asset Management best
practices relevant to your implementation.
Configurations
OpenGov will:
• Provide configuration services, including:
o Up to ten (10) custom fields and up to two (2) custom layouts per asset type listed in
the Assets section below
o Up to thirty (30) custom fields and up to ten (10) custom layouts to be utilized in any
of the shared areas of the system, such as Tasks
o Up to twenty (20) automations
o Up to twenty(20) preventative maintenance plans
Training
OpenGov will:
Foundational Training
• Provide remote train -the -trainer training, up to two (2) hours, on overall system navigation
and functionality to help familiarize your staff with the software environment and its
common functions. Training topics include:
o Dashboards
o Standard KPI/ROI Gadgets
o Logins/Permission
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2023 Statement of Work v1
12
o Layers
o Filters
o Maps
o Grids
o System Navigation
o Views (List & Detail)
o Standard Reports
o Attachments
o Requests, Work, Assets, Resources, Reports, and Administrator Tabs
• Provide remote train -the -trainer training, up to one (1) hour, for an overview of Preventative
Maintenance Plans.
• Provide remote train -the -trainer training, up to one (1) hour, for an overview of Asset
Condition Manager and Advanced Inspections.
• Provide remote train -the -trainer training, up to two (2) hours, for an overview of Reporting.
• Provide remote train -the -trainer training, up to two (2) hours, on OpenGov Asset
Management Esri integration functionality. Training topics include:
o OpenGov Asset Management Esri integration configuration options
o Integration functionality(basemap and feature)
o Overall Esri integration requirements, considerations, and OpenGov recommended
best practices
Train the Trainer Training Event
• Provide a two-day (2-day) onsite "train -the -trainer" training event. The training agenda will
be defined and agreed upon by both OpenGov and your project manager. To avoid
redundancy, and to utilize service time efficiently, training may cover a subset of the assets
listed in the Asset section of the scope. Topics may include any of the following:
o Request Management:
Requests
Requesters
Task Creation from Requests
Issue library (including settings such as Applies to Asset and Non -Location)
OpenGov recommended best practices for Request and Requester
Management
o Work Management:
Create Task(s)(Asset/Non-Asset)
Assignments (Add, Edit, Remove)
Task Menu Actions
Related Work Items
Create Work Order
Associate Task to WO
Repeat Work Orders
Work Order Menu Actions
Enter Resources
Timesheets
Activity library (including settings such as Applies to Asset, Inspection, Key
Dates, Cost, and Productivity)
OpenGov recommended best practices for Work Management
o Asset Management:
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2023 Statement of Work v1
13
• Asset Details
• Preventative Maintenance Plans
• Inspections
• Linked assets (if applicable)
• Container/Component Relationships (if applicable)
• OpenGov recommended best practices for Asset Management
o Resource Management:
• Resource Details
• Labor/Equipment Rates
• Material Management (Stock, Usage, Adjustments)
• Vendor Price Quotes
• OpenGov recommended best practices for Resource Management
o OpenGov Mobile:
• Overall system functionality (Navigation, Interface, Maps, Attachments,
Sorting)
• Work Management
• Create and Update Tasks (Asset/Non-Asset)
• Assign Tasks
• Enter Resources
• Inspections
• Asset Management
• Create and Update Assets
• Request Management
• View and Update Requests
• View Requester information
• Create Task from Request
• OpenGov recommended best practices for mobile device use
o Fleet Management:
• Preventative Maintenance
• Task Management
• Vehicle Replacement Ratings (VRR) Equipment Detail information
• Fleet Reports
• OpenGov recommended best practices for Fleet Management
o Administrator:
• Administrator:
• User Administration, Role Administration, Asset Administration, Record
Filter Administration, Import/Export, Scheduled Process Log, Error Log
• Settings:
• System Settings, Map Administration, Geocode Settings, GIS Integration
settings, Asset Color Manager
• Manager:
• Layout Manager, Library Manager, Preventative Maintenance, Asset
Condition Manager, Notification Manager, Structure Manager, Automation
• Manager
Advanced Training Topics:
• Provide Preventative Maintenance Plans remote train -the -trainer training, up to three (3)
hours. Training topics include:
o Preventative Maintenance
o OpenGov recommended best practices for proactive asset management
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• Provide Advanced Inspections, Asset Condition Manager, and Asset Risk remote
train -the -trainer training, up to four(4) hours. Training topics include:
o Performance Management
• Prediction Groups
• Minimum Condition Groups
• Activities and Impacts
• Criticality Factor
• Install/Replaced Dates
o Business Risk Exposure
• Risk
• Consequence of Failure
• Probability of Failure
o OpenGov recommended best practices for Asset Risk Functionality , advanced
inspections and condition management
• Provide Internal Request remote train -the -trainer training, up to two (2) hours. Training
topics include:
o Internal Requests
• Users
• Views
• Issue Library settings and management
o OpenGov recommended best practices for advanced request management
Go -Live Support
OpenGov will:
• Provide a remote, up to eight (8) hours, web conferences, to be utilized for Go -Live Support.
The agenda will be defined, and agreed upon, by both your and OpenGov's project managers.
Topics may include any of the following:
o Refresher training for items listed in the scope of work
o Software and process support for staff during production roll out
o Field, Layout, and Report configuration guidance, if applicable
Data Services
OpenGov will:
• Provide one sandbox and one production data load service through standard import/export
functionality. OpenGov will provide template documents for data population. Once populated
by your staff, OpenGov will load the data into your sandbox or production OpenGov Asset
Management environment. Data loads may include data such as:
o Parent level asset records
o Asset location (spatial x/y) attributes
o Parent level resource (Labor, Equipment Material, Vendor) records
o Resource Rate (Labor, Equipment, Material) records
o Standard system libraries
• Provide service for your historical data listed below:
o GoGov data related to: Requests, Work History (non -asset tasks, total costs,
attachments), Resources
o For the custom data conversion service(s) listed above, OpenGov will provide:
• A review of the historical data along with recommendations for OpenGov
Asset Management best fit.
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• A field map workshop, which will identify where and how historical data will
appear within OpenGov Asset Management
• A test conversion service to facilitate data conversion validation and
testing
• One revision of the field map used for the test conversion service
• A production conversion service utilizing the final, approved field map
All data must be accessible to OpenGov from a SQL DB, SQL View, Access DB or
Comma Delimited Files.
Integrations
• OpenGov staff will provide a uni-directional (one-way) Integration Service between Wex and
OpenGov. The integration includes:
o A one-way integration of data from the source system to OpenGov
o Up to 12 fields in the same OpenGov recordset (IE: Equipment table and Equipment's Fuel
Log table)
o A sync using a unique ID
■ If ID exists; information will be updated
■ If ID does not exist; OpenGov will create a record or produce an error message
o A customer -configurable runtime interval for the sync
• Assumptions
o The integration will include up to 12 fields (in the same OpenGov recordset)
o Customer staff will be responsible for populating required values utilized to support
integration.
o All data must be accessible to the OpenGov service from a flat file (.csv or .txt)
Assets
OpenGov will:
• Provide installation and training on the following asset types:
o Transportation (8)
• Bridge; Light Fixture; Pavement; Sign; Guardrail; Marking; Pavement Area;
Support
o Walkability(7)
• ADA Ramp; Pavement Area: Sign; Tree; Light Fixture; Sidewalk; Support
o Signals (8)
• Preemption; Signal Cabinet; Signal Head; Traffic Camera; Signalized
Intersection; Signal Controller; Signal Monitor; Traffic Detector
o Parks and Recreation (10)
• Athletic Space; Fence; Park; Park Structure; Playground Equipment;
Bench; Landscape Area; Park Amenity; Playground; Tree
o Facilities(25)
• Facility; Other Site Construction; Selective Building Demolition; Site
Improvement; Site Preparation; Facility Floor; Basement
Construction; Conveying; Exterior Enclosures; Facility Electrical; Facility
Equipment; Fire Protection; Foundations; Furnishings; HVAC; Interior
Construction; Interior Finishes; Plumbing; Roofing; Site Electrical Utilities;
Site Mechanical Utilities; Spaces; Special
Construction; Stairs; Superstructure
o Stormwater(9)
• Storm Basin; Storm Channel; Storm Culvert; Storm Facility; Storm Inlet;
Storm Manhole; Storm Outlet; Storm Pipe; Storm Pump
o Fleet(1)
• Fleet
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ADDENDUM TO AGREEMENT
Re: Scope of Services
If the Scope of Services include construction, alteration, demolition, installation,
repair, or maintenance affecting real property or structures or improvements of any kind
appurtenant to real property, the following apply:
1. Prevailing Wage Compliance. If Contracting Party is a contractor
performing public works and maintenance projects, as described in this Section 1.3,
Contracting Party shall comply with applicable Federal, State, and local laws. Contracting
Party is aware of the requirements of California Labor Code Sections 1720, et seq., and
1770, et seq., as well as California Code of Regulations, Title 8, Sections 16000, et seq.,
(collectively, the "Prevailing Wage Laws"), and La Quinta Municipal Code
Section 3.12.040, which require the payment of prevailing wage rates and the
performance of other requirements on "Public works" and "Maintenance" projects. If the
Services are being performed as part of an applicable "Public works" or "Maintenance"
project, as defined by the Prevailing Wage Laws, and if construction work over twenty-
five thousand dollars ($25,000.00) and/or alterations, demolition, repair or maintenance
work over fifteen thousand dollars ($15,000.00) is entered into or extended on or after
January 1, 2015 by this Agreement, Contracting Party agrees to fully comply with such
Prevailing Wage Laws including, but not limited to, requirements related to the
maintenance of payroll records and the employment of apprentices. Pursuant to
California Labor Code Section 1725.5, no contractor or subcontractor may be awarded a
contract for public work on a "Public works" project unless registered with the California
Department of Industrial Relations ("DIR") at the time the contract is awarded. If the
Services are being performed as part of an applicable "Public works" or "Maintenance"
project, as defined by the Prevailing Wage Laws, this project is subject to compliance
monitoring and enforcement by the DIR. Contracting Party will maintain and will require
all subcontractors to maintain valid and current DIR Public Works contractor registration
during the term of this Agreement. Contracting Party shall notify City in writing
immediately, and in no case more than twenty-four (24) hours, after receiving any
information that Contracting Party's or any of its subcontractor's DIR registration status
has been suspended, revoked, expired, or otherwise changed. It is understood that it is
the responsibility of Contracting Party to determine the correct salary scale. Contracting
Party shall make copies of the prevailing rates of per diem wages for each craft,
classification, or type of worker needed to execute the Services available to interested
parties upon request, and shall post copies at Contracting Party's principal place of
business and at the project site, if any. The statutory penalties for failure to pay prevailing
wage or to comply with State wage and hour laws will be enforced. Contracting Party
must forfeit to City TWENTY-FIVE DOLLARS ($25.00) per day for each worker who
works in excess of the minimum working hours when Contracting Party does not pay
overtime. In accordance with the provisions of Labor Code Sections 1810 et seq., eight
(8) hours is the legal working day. Contracting Party also shall comply with State law
requirements to maintain payroll records and shall provide for certified records and
inspection of records as required by California Labor Code Section 1770 et seq., including
Section 1776. In addition to the other indemnities provided under this Agreement,
Contracting Party shall defend (with counsel selected by City), indemnify, and hold City,
Exhibit A
Page 2 of 4
its elected officials, officers, employees, and agents free and harmless from any claim or
liability arising out of any failure or alleged failure to comply with the Prevailing Wage
Laws. It is agreed by the parties that, in connection with performance of the Services,
including, without limitation, any and all "Public works" (as defined by the Prevailing Wage
Laws), Contracting Party shall bear all risks of payment or non-payment of prevailing
wages under California law and/or the implementation of Labor Code Section 1781, as
the same may be amended from time to time, and/or any other similar law. Contracting
Party acknowledges and agrees that it shall be independently responsible for reviewing
the applicable laws and regulations and effectuating compliance with such laws.
Contracting Party shall require the same of all subcontractors.
2. Retention. Payments shall be made in accordance with the provisions of
Article 2.0 of the Agreement. In accordance with said Sections, City shall pay Contracting
Party a sum based upon ninety-five percent (95%) of the Contract Sum apportionment of
the labor and materials incorporated into the Services under this Agreement during the
month covered by said invoice. The remaining five percent (5%) thereof shall be retained
as performance security to be paid to Contracting Party within sixty (60) days after final
acceptance of the Services by the City Council of City, after Contracting Party has
furnished City with a full release of all undisputed payments under this Agreement, if
required by City. In the event there are any claims specifically excluded by Contracting
Party from the operation of the release, City may retain proceeds (per Public Contract
Code § 7107) of up to one hundred fifty percent (150%) of the amount in dispute. City's
failure to deduct or withhold shall not affect Contracting Party's obligations under the
Agreement.
3. Utility Relocation. City is responsible for removal, relocation, or protection
of existing main or trunk -line utilities to the extent such utilities were not identified in the
invitation for bids or specifications. City shall reimburse Contracting Party for any costs
incurred in locating, repairing damage not caused by Contracting Party, and removing or
relocating such unidentified utility facilities. Contracting Party shall not be assessed
liquidated damages for delay arising from the removal or relocation of such unidentified
utility facilities.
4. Trenches or Excavations. Pursuant to California Public Contract Code
Section 7104, in the event the work included in this Agreement requires excavations more
than four (4) feet in depth, the following shall apply:
(a) Contracting Party shall promptly, and before the following conditions
are disturbed, notify City, in writing, of any: (1) material that Contracting Party believes
may be material that is hazardous waste, as defined in Section 25117 of the Health and
Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site
in accordance with provisions of existing law; (2) subsurface or latent physical conditions
at the site different from those indicated by information about the site made available to
bidders prior to the deadline for submitting bids; or (3) unknown physical conditions at the
site of any unusual nature, different materially from those ordinarily encountered and
generally recognized as inherent in work of the character provided for in the Agreement.
Exhibit A
Page 3 of 4
(b) City shall promptly investigate the conditions, and if it finds that the
conditions do materially so differ, or do involve hazardous waste, and cause a decrease
or increase in Contracting Party's cost of, or the time required for, performance of any
part of the work shall issue a change order per Section 1.8 of the Agreement.
(c) in the event that a dispute arises between City and Contracting Party
whether the conditions materially differ, or involve hazardous waste, or cause a decrease
or increase in Contracting Party's cost of, or time required for, performance of any part of
the work, Contracting Party shall not be excused from any scheduled completion date
provided for by this Agreement, but shall proceed with all work to be performed under this
Agreement. Contracting Party shall retain any and all rights provided either by contract
or by law which pertain to the resolution of disputes and protests between the contracting
Parties.
5. Safety. Contracting Party shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out the Services, Contracting
Party shall at all times be in compliance with all applicable local, state, and federal laws,
rules and regulations, and shall exercise all necessary precautions for the safety of
employees appropriate to the nature of the work and the conditions under which the work
is to be performed. Safety precautions as applicable shall include, but shall not be limited
to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions
in accident prevention for all employees and subcontractors, such as safe walkways,
scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing
apparel as are necessary or lawfully required to prevent accidents or injuries; and
(C) adequate facilities for the proper inspection and maintenance of all safety measures.
6. Liquidated Damages. Since the determination of actual damages for any
delay in performance of the Agreement would be extremely difficult or impractical to
determine in the event of a breach of this Agreement, Contracting Party shall be liable for
and shall pay to City the sum of One Thousand dollars ($1,000.00) as liquidated damages
for each working day of delay in the performance of any of the Services required
hereunder, as specified in the Schedule of Performance. In addition, liquidated damages
may be assessed for failure to comply with the emergency call out requirements, if any,
described in the Scope of Services. City may withhold from any moneys payable on
account of the Services performed by Contracting Party any accrued liquidated damages.
Exhibit A
Page 4 of 4
Exhibit B
Schedule of Compensation
With the exception of compensation for Additional Services, provided for in
Section 2.3 of this Agreement, the maximum total compensation to be paid to Contracting
Party under this Agreement is not to exceed Two Hundred and Ninety -Nine Thousand
and Five Hundred dollars ($ 299,500) ("Contract Sum"). The Contract Sum shall be paid
to Contracting Party in installment payments made on a monthly basis and in an amount
identified in Contracting Party's schedule of compensation attached hereto for the work
tasks performed and properly invoiced by Contracting Party in conformance with
Section 2.2 of this Agreement.
Exhibit B
Page 1 of 1
Exhibit C
Schedule of Performance
Contracting Party shall complete all services identified in the Scope of Services,
Exhibit A of this Agreement, in accordance with the Project Schedule, attached hereto
and incorporated herein by this reference.
Exhibit C
Page 1 of 1
None
Exhibit D
Special Requirements
Exhibit D
Page 1 of 1
Exhibit E
Insurance Requirements
E.1 Insurance. Prior to the beginning of and throughout the duration of this
Agreement, the following policies shall be maintained and kept in full force and effect
providing insurance with minimum limits as indicated below and issued by insurers with
A.M. Best ratings of no less than A -VI:
Commercial General Liability (at least as broad as ISO CG 0001)
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Must include the following endorsements:
General Liability Additional Insured
General Liability Primary and Non-contributory
Commercial Auto Liability (at least as broad as ISO CA 0001)
$1,000,000 (per accident)
Auto Liability Additional Insured
Personal Auto Declaration Page if applicable
Errors and Omissions Liability
$1,000,000 (per claim and aggregate)
Workers' Compensation
(per statutory requirements)
Must include the following endorsements:
Workers Compensation with Waiver of Subrogation
Workers Compensation Declaration of Sole Proprietor if applicable
Cyber Liability
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Contracting Party shall procure and maintain, at its cost, and submit
concurrently with its execution of this Agreement, Commercial General Liability insurance
against all claims for injuries against persons or damages to property resulting from
Contracting Party's acts or omissions rising out of or related to Contracting Party's
performance under this Agreement. The insurance policy shall contain a severability of
interest clause providing that the coverage shall be primary for losses arising out of
Contracting Party's performance hereunder and neither City nor its insurers shall be
required to contribute to any such loss. An endorsement evidencing the foregoing and
naming the City and its officers and employees as additional insured (on the Commercial
General Liability policy only) must be submitted concurrently with the execution of this
Agreement and approved by City prior to commencement of the services hereunder.
Exhibit E
Page 1 of 6
Contracting Party shall carry automobile liability insurance of $1,000,000 per
accident against all claims for injuries against persons or damages to property arising out
of the use of any automobile by Contracting Party, its officers, any person directly or
indirectly employed by Contracting Party, any subcontractor or agent, or anyone for
whose acts any of them may be liable, arising directly or indirectly out of or related to
Contracting Party's performance under this Agreement. If Contracting Party or
Contracting Party's employees will use personal autos in any way on this project,
Contracting Party shall provide evidence of personal auto liability coverage for each such
person. The term "automobile" includes, but is not limited to, a land motor vehicle, trailer
or semi -trailer designed for travel on public roads. The automobile insurance policy shall
contain a severability of interest clause providing that coverage shall be primary for losses
arising out of Contracting Party's performance hereunder and neither City nor its insurers
shall be required to contribute to such loss.
Professional Liability or Errors and Omissions Insurance as appropriate shall
be written on a policy form coverage specifically designed to protect against acts, errors
or omissions of the Contracting Party and "Covered Professional Services" as designated
in the policy must specifically include work performed under this agreement. The policy
limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must
"pay on behalf of the insured and must include a provision establishing the insurer's duty
to defend. The policy retroactive date shall be on or before the effective date of this
agreement.
Contracting Party shall carry Workers' Compensation Insurance in
accordance with State Worker's Compensation laws with employer's liability limits no less
than $1,000,000 per accident or disease.
Contracting Party shall procure and maintain Cyber Liability insurance with
limits of $1,000,000 per occurrence/loss which shall include the following coverage:
a. Liability arising from the theft, dissemination and/or use of confidential or
personally identifiable information; including credit monitoring and
regulatory fines arising from such theft, dissemination or use of the
confidential information.
b. Network security liability arising from the unauthorized use of, access to,
or tampering with computer systems.
c. Liability arising from the failure of technology products (software) required
under the contract for Consultant to properly perform the services
intended.
d. Electronic Media Liability arising from personal injury, plagiarism or
misappropriation of ideas, domain name infringement or improper deep -
linking or framing, and infringement or violation of intellectual property
rights.
Exhibit E
Page 2 of 6
e. Liability arising from the failure to render professional services.
If coverage is maintained on a claims -made basis, Contracting Party shall maintain such
coverage for an additional period of three (3) years following termination of the contract.
Contracting Party shall provide written notice to City within ten (10) working
days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the
required polices are reduced; or (3) the deductible or self -insured retention is increased.
In the event any of said policies of insurance are cancelled, Contracting Party shall, prior
to the cancellation date, submit new evidence of insurance in conformance with this
Exhibit to the Contract Officer. The procuring of such insurance or the delivery of policies
or certificates evidencing the same shall not be construed as a limitation of Contracting
Party's obligation to indemnify City, its officers, employees, contractors, subcontractors,
or agents.
E.2 Remedies. In addition to any other remedies City may have if Contracting
Party fails to provide or maintain any insurance policies or policy endorsements to the
extent and within the time herein required, City may, at its sole option:
a. Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under this Agreement.
b. Order Contracting Party to stop work under this Agreement and/or
withhold any payment(s) which become due to Contracting Party hereunder until
Contracting Party demonstrates compliance with the requirements hereof.
C. Terminate this Agreement.
Exercise any of the above remedies, however, is an alternative to any other
remedies City may have. The above remedies are not the exclusive remedies for
Contracting Party's failure to maintain or secure appropriate policies or endorsements.
Nothing herein contained shall be construed as limiting in any way the extent to which
Contracting Party may be held responsible for payments of damages to persons or
property resulting from Contracting Party's or its subcontractors' performance of work
under this Agreement.
E.3 General Conditions Pertaining to Provisions of Insurance Coverage by
Contracting Party. Contracting Party and City agree to the following with respect to
insurance provided by Contracting Party:
1. Contracting Party agrees to have its insurer endorse the third party general
liability coverage required herein to include as additional insureds City, its officials,
employees, and agents, using standard ISO endorsement No. CG 2010 with an edition
prior to 1992. Contracting Party also agrees to require all contractors, and subcontractors
to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit Contracting Party, or Contracting Party's employees, or agents, from waiving the
Exhibit E
Page 3 of 6
right of subrogation prior to a loss. Contracting Party agrees to waive subrogation rights
against City regardless of the applicability of any insurance proceeds, and to require all
contractors and subcontractors to do likewise.
3. All insurance coverage and limits provided by Contracting Party and
available or applicable to this Agreement are intended to apply to the full extent of the
policies. Nothing contained in this Agreement or any other agreement relating to City or
its operations limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include any limiting endorsement of any kind that has not been first
submitted to City and approved of in writing.
5. No liability policy shall contain any provision or definition that would serve
to eliminate so-called "third party action over" claims, including any exclusion for bodily
injury to an employee of the insured or of any contractor or subcontractor.
6. All coverage types and limits required are subject to approval, modification
and additional requirements by the City, as the need arises. Contracting Party shall not
make any reductions in scope of coverage (e.g. elimination of contractual liability or
reduction of discovery period) that may affect City's protection without City's prior written
consent.
7. Proof of compliance with these insurance requirements, consisting of
certificates of insurance evidencing all the coverages required and an additional insured
endorsement to Contracting Party's general liability policy, shall be delivered to City at or
prior to the execution of this Agreement. In the event such proof of any insurance is not
delivered as required, or in the event such insurance is canceled at any time and no
replacement coverage is provided, City has the right, but not the duty, to obtain any
insurance it deems necessary to protect its interests under this or any other agreement
and to pay the premium. Any premium so paid by City shall be charged to and promptly
paid by Contracting Party or deducted from sums due Contracting Party, at City option.
8. It is acknowledged by the parties of this agreement that all insurance
coverage required to be provided by Contracting Party or any subcontractor, is intended
to apply first and on a primary, non-contributing basis in relation to any other insurance
or self-insurance available to City.
9. Contracting Party agrees to ensure that subcontractors, and any other party
involved with the project that is brought onto or involved in the project by Contracting
Party, provide the same minimum insurance coverage required of Contracting Party.
Contracting Party agrees to monitor and review all such coverage and assumes all
responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section. Contracting Party agrees that upon request, all agreements
with subcontractors and others engaged in the project will be submitted to City for review.
10. Contracting Party agrees not to self -insure or to use any self -insured
retentions or deductibles on any portion of the insurance required herein (with the
Exhibit E
Page 4 of 6
exception of professional liability coverage, if required) and further agrees that it will not
allow any contractor, subcontractor, Architect, Engineer or other entity or person in any
way involved in the performance of work on the project contemplated by this agreement
to self -insure its obligations to City. If Contracting Party's existing coverage includes a
deductible or self -insured retention, the deductible or self -insured retention must be
declared to the City. At that time the City shall review options with the Contracting Party,
which may include reduction or elimination of the deductible or self -insured retention,
substitution of other coverage, or other solutions.
11. The City reserves the right at any time during the term of this Agreement to
change the amounts and types of insurance required by giving the Contracting Party
ninety (90) days advance written notice of such change. If such change results in
substantial additional cost to the Contracting Party, the City will negotiate additional
compensation proportional to the increased benefit to City.
12. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking any steps that
can be deemed to be in furtherance of or towards performance of this Agreement.
13. Contracting Party acknowledges and agrees that any actual or alleged
failure on the part of City to inform Contracting Party of non-compliance with any
insurance requirement in no way imposes any additional obligations on City nor does it
waive any rights hereunder in this or any other regard.
14. Contracting Party will renew the required coverage annually as long as City,
or its employees or agents face an exposure from operations of any type pursuant to this
agreement. This obligation applies whether the agreement is canceled or terminated for
any reason. Termination of this obligation is not effective until City executes a written
statement to that effect.
15. Contracting Party shall provide proof that policies of insurance required
herein expiring during the term of this Agreement have been renewed or replaced with
other policies providing at least the same coverage. Proof that such coverage has been
ordered shall be submitted prior to expiration. A coverage binder or letter from
Contracting Party's insurance agent to this effect is acceptable. A certificate of insurance
and an additional insured endorsement is required in these specifications applicable to
the renewing or new coverage must be provided to City within five (5) days of the
expiration of coverages.
16. The provisions of any workers' compensation or similar act will not limit the
obligations of Contracting Party under this agreement. Contracting Party expressly
agrees not to use any statutory immunity defenses under such laws with respect to City,
its employees, officials, and agents.
17. Requirements of specific coverage features, or limits contained in this
section are not intended as limitations on coverage, limits or other requirements nor as a
waiver of any coverage normally provided by any given policy. Specific reference to a
Exhibit E
Page 5 of 6
given coverage feature is for purposes of clarification only as it pertains to a given issue
and is not intended by any party or insured to be limiting or all-inclusive.
18. These insurance requirements are intended to be separate and distinct from
any other provision in this Agreement and are intended by the parties here to be
interpreted as such.
19. The requirements in this Exhibit supersede all other sections and provisions
of this Agreement to the extent that any other section or provision conflicts with or impairs
the provisions of this Exhibit.
20. Contracting Party agrees to be responsible for ensuring that no contract
used by any party involved in any way with the project reserves the right to charge City
or Contracting Party for the cost of additional insurance coverage required by this
agreement. Any such provisions are to be deleted with reference to City. It is not the
intent of City to reimburse any third party for the cost of complying with these
requirements. There shall be no recourse against City for payment of premiums or other
amounts with respect thereto.
21. Contracting Party agrees to provide immediate notice to City of any claim
or loss against Contracting Party arising out of the work performed under this agreement.
City assumes no obligation or liability by such notice, but has the right (but not the duty)
to monitor the handling of any such claim or claims if they are likely to involve City.
Exhibit E
Page 6 of 6
Exhibit F
Indemnification
F.1 Indemnitv for the Benefit of Ci
a. Indemnification for Professional Liability. When the law establishes a
professional standard of care for Contracting Party's Services, to the fullest extent
permitted by law, Contracting Party shall indemnify, protect, defend (with counsel
selected by City), and hold harmless City and any and all of its officials, employees, and
agents ("Indemnified Parties") from and against any and all claims, losses, liabilities of
every kind, nature, and description, damages, injury (including, without limitation, injury
to or death of an employee of Contracting Party or of any subcontractor), costs and
expenses of any kind, whether actual, alleged or threatened, including, without limitation,
incidental and consequential damages, court costs, attorneys' fees, litigation expenses,
and fees of expert consultants or expert witnesses incurred in connection therewith and
costs of investigation, to the extent same are caused in whole or in part by any negligent
or wrongful act, error or omission of Contracting Party, its officers, agents, employees or
subcontractors (or any entity or individual that Contracting Party shall bear the legal
liability thereof) in the performance of professional services under this agreement. With
respect to the design of public improvements, the Contracting Party shall not be liable for
any injuries or property damage resulting from the reuse of the design at a location other
than that specified in Exhibit A without the written consent of the Contracting Party.
b. Indemnification for Other Than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Contracting
Party shall indemnify, defend (with counsel selected by City), and hold harmless the
Indemnified Parties from and against any liability (including liability for claims, suits,
actions, arbitration proceedings, administrative proceedings, regulatory proceedings,
losses, expenses or costs of any kind, whether actual, alleged or threatened, including,
without limitation, incidental and consequential damages, court costs, attorneys' fees,
litigation expenses, and fees of expert consultants or expert witnesses) incurred in
connection therewith and costs of investigation, where the same arise out of, are a
consequence of, or are in any way attributable to, in whole or in part, the performance of
this Agreement by Contracting Party or by any individual or entity for which Contracting
Party is legally liable, including but not limited to officers, agents, employees, or
subcontractors of Contracting Party.
C. Indemnity Provisions for Contracts Related to Construction (Limitation on
Indemnity). Without affecting the rights of City under any provision of this agreement,
Contracting Party shall not be required to indemnify and hold harmless City for liability
attributable to the active negligence of City, provided such active negligence is
determined by agreement between the parties or by the findings of a court of competent
jurisdiction. In instances where City is shown to have been actively negligent and where
City's active negligence accounts for only a percentage of the liability involved, the
obligation of Contracting Party will be for that entire portion or percentage of liability not
attributable to the active negligence of City.
Exhibit F
Page 1 of 2
d. Indemnification Provision for Design Professionals.
1. Applicability of this Section F.1(d). Notwithstanding Section F.1(a)
hereinabove, the following indemnification provision shall apply to a Contracting Party
who constitutes a "design professional" as the term is defined in paragraph 3 below.
2. Scope of Indemnification. When the law establishes a professional
standard of care for Contracting Party's Services, to the fullest extent permitted by law,
Contracting Party shall indemnify and hold harmless City and any and all of its officials,
employees, and agents ("Indemnified Parties") from and against any and all losses,
liabilities of every kind, nature, and description, damages, injury (including, without
limitation, injury to or death of an employee of Contracting Party or of any subcontractor),
costs and expenses, including, without limitation, incidental and consequential damages,
court costs, reimbursement of attorneys' fees, litigation expenses, and fees of expert
consultants or expert witnesses incurred in connection therewith and costs of
investigation, to the extent same are caused by any negligent or wrongful act, error or
omission of Contracting Party, its officers, agents, employees or subcontractors (or any
entity or individual that Contracting Party shall bear the legal liability thereof) in the
performance of professional services under this agreement. With respect to the design
of public improvements, the Contracting Party shall not be liable for any injuries or
property damage resulting from the reuse of the design at a location other than that
specified in Exhibit A without the written consent of the Contracting Party.
3. Design Professional Defined. As used in this Section F.1(d), the
term "design professional" shall be limited to licensed architects, registered professional
engineers, licensed professional land surveyors and landscape architects, all as defined
under current law, and as may be amended from time to time by Civil Code § 2782.8.
F.2 Obligation to Secure Indemnification Provisions. Contracting Party agrees
to obtain executed indemnity agreements with provisions identical to those set forth
herein this Exhibit F, as applicable to the Contracting Party, from each and every
subcontractor or any other person or entity involved by, for, with or on behalf of
Contracting Party in the performance of this Agreement. In the event Contracting Party
fails to obtain such indemnity obligations from others as required herein, Contracting
Party agrees to be fully responsible according to the terms of this Exhibit. Failure of City
to monitor compliance with these requirements imposes no additional obligations on City
and will in no way act as a waiver of any rights hereunder. This obligation to indemnify
and defend City as set forth in this Agreement are binding on the successors, assigns or
heirs of Contracting Party and shall survive the termination of this Agreement.
Exhibit F
Page 2 of 2
City of La Quints CONSENT CALENDAR ITEM NO. 8
CITY COUNCIL MEETING: January 16, 2024
STAFF REPORT
AGENDA TITLE: APPROVE AGREEMENT FOR CONTRACT SERVICES WITH
CARAHSOFT TECHNOLOGY CORP FOR THE PURCHASE AND IMPLEMENTATION
OF OPENGOV ENTERPRISE ASSET MANAGEMENT SOFTWARE SYSTEM
RECOMMENDATION
Approve Agreement for Contract Services with Carahsoft Technology Corp. for the
purchase and implementation of OpenGov Enterprise Asset Management software
system, for a not to exceed amount $299,500; and authorize the City Manager to execute
the Agreement.
EXECUTIVE SUMMARY
• An asset management software will assist the City with managing preventative
maintenance to extend the useful life of fleet, infrastructure, and facilities along with
maximizing inventory efficiency.
• Staff solicited four asset management companies to provide demonstrations, and
selected OPENGOV software system.
• Carahsoft submitted a NASPO quote (Attachment 1). NASPO analysts streamline
the procurement process by developing requests for proposals for national
competitive solicitations that meet or exceed local requirements.
FISCAL IMPACT
The agreement costs are detailed in the table below. Funds are available in the
Information Technology budget (Account No. 502-0000-60301, Software Licenses).
TERMS
COST
Initial Term: March 1, 2024-2027
Year 1 + Implementation
$
96,314
Year 2
$
39,897
Year 3
$
41,892
Years 1-3 — 15% Contingency
$
26,897
Initial Term (Years 1-3):
$205,000
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Optional Extended Term: March 1, 2027-2029
Year 4
$ 45,000
Year 5
$ 45,000
Years 4-5 — 5% Contingency
$ 4,500
Extended Term (Years 4-5):
$94,500
GRAND TOTAL:
$299,500
BACKGROUND/ANALYSIS
Implementation of an Asset Management Software is a goal of the Public Works
Maintenance and Operations Division to enhance data driven decisions. The operating
system (OS) will be utilized by the fleet, facilities, streets, stormwater, parks, landscape
and lighting (L&L), and traffic operations divisions.
The City hosted demonstrations from four asset management software providers,
OPENGOV, City Works, Dude Solutions, and Tyler Technologies. OPENGOV Enterprise
Asset Management was selected because its system best meets the needs of City.
The OPENGOV software is compatible with the City's current Go Request OS and citizen
interface portal, and will work seamlessly to enhance reporting and analytics, streamline
decision making, and connect our community. The software will allow Staff to track and
maintain assets effectively, increasing reliability of physical assets, enhancing predictive
maintenance, and addressing infrastructure maintenance challenges.
ALTERNATIVES
Council may elect not to approve this agreement or select a different provider for asset
management software.
Prepared by: Tony Ulloa, Public Works Deputy Director
Approved by: Bryan McKinney, P.E., Public Works Director/City Engineer
Attachments: 1. Carahsoft NASPO Quote for OpenGov Asset Management Software
2. Agreement for Contract Services with Carahsoft Technology Corp
154