RESOLUTION NO. 2022-251
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE A
PROFESSIONAL SERVICE AGREEMENT WITH PSOMAS, INC. FOR
IMPLEMENTATION SERVICES FOR CARTEGRAPH'S OPERATIONS
MANAGEMENT SOFTWARE FOR AN ENTERPRISE ASSET MANAGEMENT
SYSTEM IN AN AMOUNT NOT TO EXCEED $584,475
WHEREAS, the City Council of the City of Carlsbad, California has determined that the most effective way to operate and support the City of Carlsbad's asset management requirements is with Cartegraph's Operation Management Software for enterprise asset management; and WHEREAS, the City of Carlsbad issued a Request for Proposal for a new enterprise asset management system; and
WHEREAS, the City of Carlsbad currently has numerous asset management solutions in place and Cartegraph's Operation Management Software will consolidate these solutions into a single enterprise asset management system; and
WHEREAS, in order for the City of Carlsbad to use Cartegraphs's Operation Management Software, Psomas Inc. will provide implementation services for the Operation Management Software; and
WHEREAS, funding is available in the Strategic Digital Transformation Investment Program to fund this project and services.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows:
1. That the above recitations are true and correct.
2. That the professional services agreement for implementation of Cartograph' s Operation Management Software with Psomas, Inc. (Attachment A) is approved and the City Manager of the City of Carlsbad is authorized to execute it and all other necessary procurement documents on behalf of the City.
3. That the total for the implementation services with Psomas, Inc. shall not exceed $584,475.
4. That the funding for the agreement is budgeted in the fiscal year 2022-23 Strategic Digital Transformation Investment Program Project Enterprise Asset Management.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 18th day of October. 2022, by the following vote, to wit:
AYES:
NAYS:
ABSENT:
Hall, Blackburn, Bhat-Patel, Acosta, Norby.
None.
None.
�UJIJ
MATT HALL, Mayor
k!A Ln � FAVIOLA MEDINA, City Clerk Services Manager
O
v
-(SEAL)
DocuSign Envelope ID: 3O912497-4A24-40E3-9FFC-9F1A5O23F35O Attachment A
AGREEMENT FOR CARTEGRAPH ENTERPRISE ASSESSMENT MANAGEMENT (EAM)
IMPLEMENTATION SERVICES
PSOMAS, INC
THIS �REEMENT is made and entered into as of the 'l 1- -t+-- day of Oe, le:<,.,v , 2022, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Psomas, Inc a California Corporation, ("Contractor").
RECITALS
A. City requires the professional services of an implementation firm that is experienced in implementing the Cartegraph OMS EAM solution.
B. Contractor has the necessary experience in providing professional services and advice related to implementing the Cartegraph EAM solution.
C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area and will use reasonable diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of three (3) years from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement.
4. TIME 15 OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement. Neither party will be liable or responsible for the impacts of delay to the extent such delay is due to matters beyond the reasonable control of such party.
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term will be five hundred eighty-four thousand four hundred seventy-five dollars ($584,475.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement.
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
City Attorney Approved Version 6/12/18
City Attorney Approved Version 6/12/18
2 6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete compensation t o which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contr ibutions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City.
If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's su bcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein c aused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, atto rney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self -administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating DocuSign Envelope ID: 7086AAD1-AA74-498C-A853-059E1236B287 DocuSign Envelope ID: 3D912497-4A24-40E3-9FFC-9F1A5D23F35D
City Attorney Approved Version 6/12/18
3 in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report.
10.1 Coverage and Limits.
Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insu rance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured.
10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/locatio n or the general aggregate limit shall be twice the required occurrence limit.
10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work.
10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions:
10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by mail pursuant to the Notice provisions of this Agreement , ten (10) days if cancellation is due to non - payment of premium.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or DocuSign Envelope ID: 7086AAD1-AA74-498C-A853-059E1236B287 DocuSign Envelope ID: 3D912497-4A24-40E3-9FFC-9F1A5D23F35D
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4 maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License f or the term of the Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcon tractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement.
For City For Contractor
Name Maria Callander Name Steve Bein
Title IT Director Title Vice President
Department IT Department Address 5 Hutton Centre Drive Suite 300 City of Carlsbad Santa Ana, CA 92707
Address 1635 Faraday Ave Phone No. 714-481-8015
Carlsbad, CA 92008 Email [email protected]
Phone No. 442-339-2454
Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address.
DocuSign Envelope ID: 7086AAD1-AA74-498C-A853-059E1236B287 DocuSign Envelope ID: 3D912497-4A24-40E3-9FFC-9F1A5D23F35D
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5 16. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest S tatement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories.
Yes No
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law.
20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress t o City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement.
Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and DocuSign Envelope ID: 7086AAD1-AA74-498C-A853-059E1236B287 DocuSign Envelope ID: 3D912497-4A24-40E3-9FFC-9F1A5D23F35D
City Attorney Approved Version 6/12/18
6 put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, ot her than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor ac knowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Ag reement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.
23. JURISDICTION AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties.
DocuSign Envelope ID: 7086AAD1-AA74-498C-A853-059E1236B287 DocuSign Envelope ID: 3D912497-4A24-40E3-9FFC-9F1A5D23F35D
DocuSign Envelope ID: 3O912497-4A24-40E3-9FFC-9F1A5O23F35D
26. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR
By:
(sign here)
Steve Bein, Vice President
(print name/title)
By:
(sign here)
(print name/title)
CARLSBAD, a municipal
e State of California
By:
City Manager
ATTEST:
PFAVIOLA MEDINA
City Clerk Services Manager
If required by City, proper notarial acknowledgment of execution by contractor must be attached.
If a corporation, Agreement must be signed by one corporate officer from each of the following two groups.
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. MCMAHON, City Attorney
BY: {jv.,J.ir., k �
City Attorney
City Attorney Approved Version 6/12/18
7 City of Carlsbad, CA / 6/14/2022
City of Carlsbad, CA
Exhibit “A” - Scope of Work (SOW)
SOW: PSO-802
Date Prepared: 6/14/2022
Date of Expiration: 11/8/2022
Ver. 1.1
For any questions or assistance, please contact:
Steve Bein
Senior Consultant
GIS and Enterprise Asset Management
Phone: Mobile: +1 949-922-3642
Email: [email protected]
P S O M A S
www.Psomas.com
Phone: (714) 481-8015
DocuSign Envelope ID: 7086AAD1-AA74-498C-A853-059E1236B287 DocuSign Envelope ID: 3D912497-4A24-40E3-9FFC-9F1A5D23F35D Carte graph
City of Carlsbad, CA / 6/14/2022
The following Addendums are attached to this SOW and are incorporated by reference:
ADDENDUM A – PSOMAS PROPOSAL RESPONSE
ADDENDUM B – FEE SUMMARY
ADDENDUM C – DETAILED WORK PLAN - TASK 2 (REVISED)
Addendum A: Psomas Proposal Response
The City’s original Request for Proposal (RFP) titled “Proposal to Provide Enterprise Asset Management System Services” and the official Contractor proposal response dated October 22, 2021, including the Feature Function Requirements table and all appendices A through J are hereby incorporated into this agreement. Subsequent requests for changes to the scope of work to be performed, the phasing of the implementation services, and compensation to Contractor resulted in the revised fee presented in Addendum B and the revised Detailed Work Plan - Task 2 presented in Addendum C included in this SOW and do hereby replace the Cost Worksheets and Detailed Work Plan - Task 2 included in the original Contractor response.
DocuSign Envelope ID: 7086AAD1-AA74-498C-A853-059E1236B287 DocuSign Envelope ID: 3D912497-4A24-40E3-9FFC-9F1A5D23F35D
City of Carlsbad, CA / 6/14/2022
Addendum B: Fee and Payments
The following represents the Contractor fees for the requested revised Scope of Services as shown in the original Detailed Work Plan and updated in Addendum C of this SOW. These costs conform to the Contractor Best And Final Offer (BAFO) submitted on May 4, 2022 as adjusted based on subsequent input from the City stakeholders.
Today’s Date: June 14, 2022 Purchase Agreement No.: PSO-802
SERVICES
No. Product Terms Quantity Price
1 Expense Reimbursement At Cost $26,600.00
2 Implementation Services Phase One FFP $84,575.00
3 Implementation Services Phase Two FFP $62,690.00
4 Implementation Services Phase Three FFP $56,310.00
FFP - Firm Fixed Price IMPLEMENTATION SERVICES TOTAL: $230,175.00
INTERFACE COSTS (INTEGRATION SERVICES)
No. Service Terms Quantity Price (USD)
1 Work Order Import NTE 2 Systems $ 20,000.00
2 Central Square Finance Enterprise: Purchasing NTE $ 12,000.00 3 Central Square Finance Enterprise: Accounts Receivable NTE $ 12,000.00 4 Central Square Finance Enterprise: Accounts Payable NTE $ 12,000.00 5 Central Square Finance Enterprise: Payroll NTE $ 12,000.00 6 Request Management (Rock Solid) NTE $ 50,000.00
7 ArborAccess (Tree Management Software) NTE $ 7,000.00 8 I-Vu (Building Monitoring System) NTE $ 14,400.00
9 DigAlert: Receive/Submit Responses NTE $ 2,800.00
10 DigAlert: Work Order Creation NTE $ 2,800.00
11 Inductive Automation Ignition (SCADA) NTE $ 12,500.00 12 GraniteNet: Push Scheduled Inspections/Work Orders NTE $ 7,000.00 13 GraniteNet: CCTV Inspection Info Import NTE $ 12,000.00 14 WACHS (Valve Turning Software) NTE $ 5,500.00
15 Fuel System (Software To Be Determined) NTE $ 5,500.00 16 SQL Database Export for SSRS and Tableau (Monthly) NTE $ 6,000.00 17 Utility Billing-Northstar NTE $ 50,000.00
NTE - Not To Exceed INTEGRATION TOTAL: $ 243,500.00
CONVERSION COSTS
No. Service Terms Quantity Price
1 AssetWorks Master Asset Records NTE $4,600.00
2 AssetWorks Work Orders – Historical and Open NTE $7,100.00 3 AssetWorks Inventory Items/Catalog/Quantities NTE $3,500.00 4 AssetWorks Fuel Transactions NTE $3,500.00
5 Hanson Work Orders – Historical and Open NTE $11,500.00 6 Hanson Service Requests - Open NTE $6,200.00
DocuSign Envelope ID: 7086AAD1-AA74-498C-A853-059E1236B287 DocuSign Envelope ID: 3D912497-4A24-40E3-9FFC-9F1A5D23F35D
City of Carlsbad, CA / 6/14/2022
7 Hanson Inventory Items/Catalog/Quantities NTE $3,500.00 8 Lucity Work Orders – Historical and Open NTE $7,100.00 9 Lucity Pavement Inspections NTE $9,000.00
10 Lucity Pavement Model NTE $9,800.00
11 Major Outfall Inventory (Discharge Points) NTE $14,000.00 12 Parks SaaS solution NTE $7,000.00
13 Custodial Professional Services NTE $7,000.00
14 As-needed for Additional Professional Services T&M $17,000.00 NTE - Not To Exceed T&M – Time and Materials CONVERSION TOTAL: $110,800.00 TOTAL ONE-TIME SOLUTION SERVICES FEE: USD 584,475.00
DocuSign Envelope ID: 7086AAD1-AA74-498C-A853-059E1236B287 DocuSign Envelope ID: 3D912497-4A24-40E3-9FFC-9F1A5D23F35D
City of Carlsbad, CA / 6/14/2022
Fee Notes:
• Any Customer Purchase Order, Contract, and/or Agreement must reference Psomas Purchase Agreement: PSO-802.
• Prices may include discounts, concessions, or incentives that are only applicable to this transaction and should not be assumed for future purchases.
• Prices do not include any taxes that may apply at the time of invoicing. If applicable, any such taxes are the responsibility of Customer and will appear on the respective invoice. • Prices do not include any applicable Esri ArcGIS licenses. • Prices are in U.S. Dollars ($USD).
• Prices for the Solution Services are valid only if this Purchase Agreement is executed by 11/8/2022. • Psomas and Cartegraph will commit to maintaining the cost of user licenses of the OMS subscription at $96.00 per additional user for 24 months from the Effective Date. • The Cartegraph license will include two (2) registrations to the 2023 Cartecon national conference. • The Cartegraph license will include one (1) complimentary “Admin Certification Training Course” registration for the Carlsbad OMS administrator to learn the ins-and-outs, tips, and best practices to make the most of the City’s investment.
• Cartegraph will extended the payment terms on the Year 1 License Fee up to Net-90 days. • As a result of the Requirements Gathering Workshops included in each phase of work, Psomas and Cartegraph will provide the City with updated services budgets for approval for each integration and data conversion service requested within the terms provided in the cost table above. Integration and data conversion service work will be performed only upon written approval agreed to by the Parties. Interface development (integrations) and data conversion costs presented in this Purchase Agreement identified as “Not to Exceed” are commitments to complete each approved item within the budget provided in the cost table above following reasonable industry standard requirements. • Additional Services will be provided as needed and requested by the City based on the Fee Schedule provided below:
• Administrative and Project Assistants $90 - $120
• GIS Technician $95 - $125
• Senior GIS Technician $115 - $155
• Senior GIS Analyst $160 - $185
• Software Developer $155 - $175
• Senior Software Developer $180 - $210
• Specialty Training / Data Conversion $200 - $230
• Integration Developer $250 - $288
• Project Manager/Technical Manager $195 - $275
• Principal $260 - $290
Mileage and parking expenses incurred by office employees are charged at the current IRS mileage rate.
Prints, plot media, CD’s, messenger service, subsistence, air travel, and other direct expenses will be charged at cost. The services of outside consultants will be charged at cost plus fifteen percent. Standard computer and technology costs are incorporated into the above hourly rates. The above schedule is for straight time and includes overhead. These rates will remain valid for 12 months following the Effective Date.
DocuSign Envelope ID: 7086AAD1-AA74-498C-A853-059E1236B287 DocuSign Envelope ID: 3D912497-4A24-40E3-9FFC-9F1A5D23F35D
City of Carlsbad, CA / 6/14/2022
Payments
In consideration for the Services provided by Contractor and Cartegraph, City agrees to pay Contractor the Fees as described below:
DELIVERY
Upon execution of this Purchase Agreement, Contractor and Cartegraph will provide the Solution Services detailed in the Fee Summary. Delivery of the Solution Services requires execution of the Cartegraph Solutions Agreement and Solution licensing provided separately through Cartegraph.
SOLUTION SERVICES SCHEDULING
Solution Services will be scheduled and delivered upon your execution of this Agreement, which will be considered your notification for Contractor to proceed. City agrees to work with Contractor to schedule Services in a timely manner.
SOLUTION SERVICES INVOICING
Upon execution of this Agreement, invoicing for the Solution Services shall occur as follows:
• Phase One
• 25% ($21,143.785) upon execution of this Agreement.
• 25% ($21,143.785) at the completion of the phase one assessment/delivery. • 25% ($21,143.785) at the completion of the phase one test deployment. • 25% ($21,143.785) at the completion, go-live and acceptance of phase one production deployment.
• Total Phase One amount $84,575.00
• Phase Two
• 25% ($15,672.50) upon kickoff of phase two.
• 25% ($15,672.50) at the completion of the phase two assessment/delivery. • 25% ($15,672.50) at the completion of the phase two test deployment. • 25% ($15,672.50) at the completion, go-live, and acceptance of phase two production deployment.
• Total Phase Two amount $62,690.00
• Phase Three
• 25% ($14,077.50) upon kickoff of phase three.
• 25% ($14,077.50) at the completion of the phase three assessment/delivery. • 25% ($14,077.50) at the completion of the phase three test deployment. • 25% ($14,077.50) at the completion of phase three production deployment, go-live and acceptance.
• Total Phase Three amount $56,310.00
• Integrations and Conversions
• Due upon completion and City approval and acceptance of each individual Integration or Conversion and will be billed monthly on a time and materials basis not to exceed the prices listed under Integrations Services and Conversion Costs of the fee and payments schedule.
ACCEPTANCE
Acceptance of a milestone is defined as written confirmation by the City of completion of a project task or deliverable as described in the Detailed Work Plan (Addendum C). Upon completion, Contractor will submit written notice to the City Project Manager and the City will respond with acceptance within ten (10) business days or provide written justification for any deficiencies as described under Dispute Resolution in the Professional Services Agreement.
EXPENSES
In providing the Solution Services included herein, Contractor shall be reimbursed for any reasonable out -of- pocket costs, including, but not limited to, travel, lodging, and meals. Out-of-pocket expenses are billed based on actual costs as incurred and are due separately. As listed as item one under services of the fee and DocuSign Envelope ID: 7086AAD1-AA74-498C-A853-059E1236B287 DocuSign Envelope ID: 3D912497-4A24-40E3-9FFC-9F1A5D23F35D
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payments schedule, these expenses will not exceed $26,600. Travel related expenses must be expended in an economical and efficient way.
PAYMENT
• All payments are due Net 30 days from date of invoice except as otherwise agreed. • All payments are to be in U.S. Dollars ($USD).
• Any applicable taxes required at the time of invoice will be determined based on the laws and regulations of the taxing authority(s) governing the "Customer Address" identified herein.
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Addendum C: Detailed Work Plan
The Solutions Services listed in the Fee Summary of the Agreement are specific Contractor/Cartegraph services which will be delivered to the City based on the descriptions provided in the Detailed Work Plan provided below. The Services are subject to the limitations and terms and conditions set forth in this Agreement, and its referenced Addendums. Contractor will coordinate with the City on service delivery expectations and timeframes.
Implementation of the Operations Management System (OMS) includes the following professional services:
Task 1: Project Initiation and Project Management
1.1 Project Initiation
Contractor will initiate the engagement with an on -site meeting with City stakeholders to discuss in greater depth the services the City envisions securing through this agreement and review defin ed alternatives and options available to the City. This orientation to the City’s vision will provide Contractor insight into what the project goals are for the short and long term EAMS planning horizons. During the meeting, the Contractor’s Team will share our insights and capabilities to support the envisioned proposed software solution and implementation services. This information sharing provides a foundation for evaluating engagement success based on targeted performanc e milestones.
Contractor will facilitate a project kickoff meeting with Cart egraph and the City project team to review objectives and approach, document project success factor, and identify stakeholder groups to participate in the requirements interviews. Contractor will provide an agenda, keep a record of th e discussions, and provide meeting minutes following the meeting. The project schedule will be reviewed and adjusted as needed to align with the City project team availability and milestone requirements. Project communication methods for routine reporting and ongoin g coordination will be agreed to. The roles and responsibilities of the Contractor’s Team and the City will b e reviewed and confirmed to assure common expectations for collaboration and leadership. Contractor will recommend the development of a project charter and the formation of a Project Steering Committee. We will provide a draft charter as a straw man for the City to tailor and adopt. The Project Steering Committee will be responsible for project oversight, ensuring and coordinatin g the City’s engagement, and reviewing all project deliverables. Task Deliverables
o Kickoff Meeting
o Establish project steering committee and project charter
1.2 Project Management
Contractor will manage the project scope an d engagement process with the City representatives, an d control the work based on Project Management Institute principles. The Contractor’s project manager, in DocuSign Envelope ID: 7086AAD1-AA74-498C-A853-059E1236B287 DocuSign Envelope ID: 3D912497-4A24-40E3-9FFC-9F1A5D23F35D
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partnership with the City’s project manager, will lead the project management activities throughout the project.
Task Deliverable
o Weekly progress and quality review meeting with Contractor’s internal team o Bi-weekly progress meeting with the City’s core project team o Bi-weekly action item worksheet using web based tracking tools shared with the City o Project web portal and associated resources to facilitate information sharing and collaboration o Project work plan maintained bi-weekly (schedule and budget with cost- to complete estimate) o Monthly project status report and invoice
1.3 Project Wrap Up
Contractor will perform project close-out activities at the end of each phase to assure all final deliverables are satisfactory, and to conduct a post-project review to document lessons learned. The following activities will be coordinated when the project tasks for each phase have concluded. Task Deliverables
o Final project acceptance memorandum for the City’s signature o Post-project review meeting with the project team
2.1 Phase Services and Asset Domains
The following services will be provided for each of Phases 1, 2, and 3 as described below:
2.1.1 - Setup
Cartegraph will setup a hosted, test and production OMS environment. Cartegraph will provide an overview, up to two (2) hours, of Cartegraph and ArcGIS Online user-based logins and User/Role functionality.
Contractor will provide a template file to be utilized by City staff to populate Roles and Users to be utilized for OMS. The City provided completed templates will be used to create users and roles in OMS. (Note:
Subsequent User and/or Role changes will be your City administrator’s responsibility.) Cartegraph will provide documentation and guidance, up to four (4) hours, for your technical GIS staff to configure Esri Basemap Services for OMS in tegration. Guidance will be geared towards OMS/Esri integration functionality and requirements.
Cartegraph will setup the OMS Platform, including the Request, Work, Resource, and Asset Management areas of the software. Asset Management solutions will be se tup for all solutions referenced in the Assets section of the scope unless otherwise noted.
2.1.2 - Consulting
The Contractor/Cartegraph team will provide a five -day (5-day) onsite requirement gathering workshop in Phases 1 and 2 and a three-day (3-day) onsite requirement gathering workshop in Phase 3 to increase our understanding of your business and functional goals. Through workshops and interviews, we will identify best fit scenarios for OMS and provide a report including any challenges as wel l as recommendations for OMS best practices relevant to the City’s EAMS implementation. Contractor will lead and facilitate the engagement with Cartegraph and internal City stakeholders including other groups that are intertwined and impacted by the speci fic processes being evaluated. Stakeholder engagement is vital as the first partnering step of being inclusive and collaborative with the stakeholders.
Reengineering the work order and asset management processes to align with Cartegraph OMS requires buy in and participation of those impacted.
Understanding the technology, workflow, and management environment provides an opportunity to DocuSign Envelope ID: 7086AAD1-AA74-498C-A853-059E1236B287 DocuSign Envelope ID: 3D912497-4A24-40E3-9FFC-9F1A5D23F35D
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objectively evaluate the characteristics of the existing environment as a baseline for evaluating improvements and identifyi ng gaps. The Contractor/Cartegraph Team will review City documentation and systems to clarify current software, data characteristics (volume, type, quality, rate of change), users, and management processes. The Contractor Team will review system documentation provided by the City and meet with staff who can provide a n additional systems overview briefing. Findings from this step will enhance the team’s understanding of the environment and prepare us for a more successful implementation in the next step.
Task Deliverables
o Five-day Onsite Meeting (Phases 1 and 2) or Three Day Onsite Meeting (Phase 3) o Challenges and Recommendations Report
2.1.3 - Training
All training sessions will be recorded for the development of course content in the City’s Learning Management System.
Cartegraph will provide remote train -the-trainer training, up to four (4) 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
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 Cartegraph will provide remote train-the-trainer training, up to two (2) hours, on OMS Esri integration functionality. Training topics include:
o OMS Esri integration configuration options
o Integration functionality (basemap and feature)
o Overall Esri integration requirements, considerations, and Cartegraph recommended best practices
Contractor and Cartegraph together will provide two (2) onsite staff (Implementation Specialists, Facilitator) for a five -day (5-day) onsite "train -the-trainer" training event in Phases 1 and 2 and a three-day (3-Day) onsite “train-the-trainer” in Phase 3. The training agenda will be defined and agreed upon by Contractor, Cartegraph, and the City project manager. 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) Cartegraph 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
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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)
Cartegraph recommended best practices for Work Management o Asset Management:
Asset Details
Preventative Maintenance Plans
Inspections
Linked assets (if applicable)
Container/Component Relationships (if applicable)
Cartegraph recommended best practices for Asset Management 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.
o Fleet Management:
Preventative Maintenance
Task Management
Vehicle Replacement Ratings (VRR) Equipment Detail information Fleet Reports
Cartegraph recommended best practices for Fleet Management Fleet Management is only applicable to Phase 3.
o Resource Management:
Resource Details
Labor/Equipment Rates
Material Management (Stock, Usage, Adjustments)
Vendor Price Quotes
Cartegraph recommended best practices for Resource Management o Cartegraph 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
Offline use for Cartegraph for iPad
Cartegraph recommended best practices for mobile device use 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:
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Layout Manager, Library Manager, Preventative Maintenance, Asset Condition Manager, Notification Manager, Structure Manager, Automation Manager Cartegraph will provide remote train-the-trainer training, up to six (6) hours, on OMS Reporting functionality.
Training topics include:
o Security/Roles
o Report Designer
Report Types, Report Styling, Filtering\Parameters, Basic Formulas, Grouping/Sorting o Report Viewer
o Reporting best practices and solution tips/tricks.
Cartegraph will provide remote train-the-trainer training, up to two (2) hours, on Internal Request functionality. Training topics include:
o Internal Requests
Users
Views
Issue Library settings and management
o Cartegraph recommended best practices for advanced request management Cartegraph will provide remote train-the-trainer training, up to twelve (12) hours, on Advanced Material Management functionality. Training topics include:
o Material Locations
o Material Transfers
o Material Orders
o Settings:
Vendor Price Quotes
Re-order points
o Cartegraph recommended best practices for advanced material management Cartegraph will provide remote train-the-trainer training, up to four (4) hours, on Preventative Maintenance Plans functionality. Training topics include:
o Preventative Maintenance
o Cartegraph recommended best practices for proactive asset management 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.
Cartegraph will provide remote train-the-trainer training, up to four (4) hours, on Advanced Inspections and Asset Condition Manager functionality. Training topics include:
o Performance Management
Prediction Groups
Minimum Condition Groups
Activities and Impacts
Criticality Factor
Install/Replaced Dates
o Cartegraph recommended best practices for advanced inspections and condition management 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.
Cartegraph will provide remote train-the-trainer training, up to sixteen (16) hours, on Scenario Builder functionality. Training topics include:
o Scenario Builder
Settings:
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Prediction Groups
Minimum Condition Groups
Activities and Impacts
Criticality Factor
Install/Replaced Dates
Scenarios:
Planned Work
Map Control
Work Order Creation
Scenario Types
Plan Years and Budgets
Protocols
Data Exports
o Cartegraph recommended best practices for scenario builder Scenario Builder training is only applicable to Phase 3.
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.
Cartegraph will provide remote train-the-trainer training, up to two (2) hours, on Asset Builder functionality.
Training topics include:
o OMS Administrator
Structure Manager
Library Manager
Layout Manager
User/Role Configurations
o Cartegraph recommended best practices for expanding the system’s use and/or building assets
2.1.4 - Go-Live Support
Cartegraph will provide a three-day (3-day) onsite event for Go-Live Support in Phase 1 and a three-day (3-Day) remote event for Go-Live Support in Phases 2 & 3. The agenda will be defined, and agreed upon, by Contractor, Cartegraph, and the City’s project manager. 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
2.1.5 - Data Services
Cartegraph will provide one test and one production data load service through standard import/export functionality. These loads will involve at least two iterations per environment. The first data load will be used to validate the completeness and Cartegraph will provide template documents for data population.
Once populated by City staff, Cartegraph will load the data into the City test or production OMS 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
Phase 1 Assets
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Asset implementation for Phase 1 includes the following professional services:
Cartegraph will provide installation and training on the following sixty-three (63) types:
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 Signals (8)
Preemption; Signal Cabinet; Signal Head; Traffic Camera; Signalized Intersection; Signal Controller; Signal Monitor; Traffic Detector
o Stormwater (9)
Storm Basin; Storm Channel; Storm Culvert; Storm Facility; Storm Inlet; Storm Manhole; Storm Outlet; Storm Pipe; Storm Pump
o Transportation (8)
Bridge; Light Fixture; Pavement; Sign; Guardrail; Marking; Pavement Area; Support o Walkability (3)
ADA Ramp; Tree; Sidewalk
o 10 Custom (10)
Up to 10 custom asset type to be determined during the requirements gathering workshop.
Cartegraph will provide up to five (5) field configurations for each asset type listed above.
Phase 2 Assets
Asset implementation for Phase 2 includes the following professional services:
Cartegraph will provide installation and training on the following thirty-six (36) asset types:
o Parks and Recreation (10)
Athletic Space; Fence; Park; Park Structure; Playground Equipment; Bench; Landscape Area; Park Amenity; Playground; Tree
o Water Distribution (9)
Water Backflow; Water Facility; Water Hydrant; Water Lateral; Water Main; Water Meter; Water Pump; Water Valve; Water Storage Tank
o Sanitary Sewer (7)
Sewer Cleanout; Sewer Facility; Sewer Force Main; Sewer Lateral; Sewer Main; Sewer Manhole; Sewer Pump
o 10 Custom (10)
Up to 10 custom asset type to be determined during the requirements gathering workshop.
Cartegraph will provide up to five (5) field configurations for each asset type listed above.
Phase 3 Assets
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Asset implementation includes the following professional services:
Cartegraph will provide installation and training on the following thirty-nine (11) asset types:
o Fleet (1)
o Custom (10)
Up to 10 Custom Asset types to be determined during the requirements gathering workshop.
Cartegraph will provide up to five (5) field configurations for each asset type listed above.
Cartegraph will provide all services remotely via audio; video; and web conferences unless otherwise noted.
Task 3: Integration Services
3.1 Esri ArcGIS
Cartegraph’s OMS solution includes the Esri ArcGIS Suite as a foundational element. The propose d solution will be fully integrated into the City’s GIS with full two -way data functionality. Integration is provided through published services allowing the City’s GIS to r emain the authority for the GIS data .
3.2 Other City Integrations
Contractor will work with the City to develop technical specifications for each of the integrations liste d below. Once the technical specifications have been signed off by the Contractor and the City, Contractor will develop the integration using either an Export/Transform/Load (ETL) process or via a n API.
Integration High Level Description of Integration
Work Order Import
Central Square Finance Enterprise:
Purchasing
One-way, real-time integration that
allows for purchase requests entered in
the EAM system to automatically
create purchase requests in the City's
financial system's purchasing module.
Central Square Finance Enterprise:
Accounts Receivable
One-way, real-time integration
charging efforts to external customers.
Central Square Finance Enterprise:
Accounts Payable
One-way, real-time integration that
allows invoices entered in the EAM
system to automatically create invoice
approval requests in the City's financial
system's accounts payable module.
Central Square Finance Enterprise:
Payroll
One-way, real-time integration to City's
financial system's payroll module to
sync employees and access employee
labor costs.
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Rock Solid: Request Management Two-way, real-time integration.
Arbor Access: Tree Management
Two-way, real-time integration to
receive work orders created in
ArborAccess and for the Cartegraph to
push closed work orders back to
ArborAccess.
Vu: Building Monitoring System
One-way, real-time integration to
automate the creation of work orders in
the EAM system when abnormal
readings/alerts occur.
DigAlert:Receive/Submit Responses
Two-way, real-time integration to
electronically receive and submit
positive responses for utility location
requests.
DigAlert: Work Order Submission
One-way, real-time integration to
automatically create an inspection in
the EAM system for utility location
requests received from DigAlert.
SCADA: Inductive Automation
Ignition
One-way, real-time integration to
Automatically create work orders
based on hours, threshold alerts, etc.
GraniteNet: Inspections/Work
Orders
One-way, real-time integration to push
scheduled line maintenance
inspections/work orders from the
system to GraniteNet.
GraniteNet: Inspection Import
One-way, as-needed integration to
import CCTV inspection related
information (e.g., date of inspection,
asset condition, status, etc.)
WACH: Valve Turning
One-way, real-time integration to Ability
to integrate WACHS (Valve Turning
Software) with the mobile application to
capture the number of valve turns.
Fuel System
One-way, as needed integration to
integrate with the City's fuel
management system to retrieve vehicle
odometer readings.
SQL Database Export
Northstar Utility Billing
One-way, real-time integration to
provide user account information from
the utility bill system.
3.2 Exclusions
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The following service items are not included in the scope of this project:
o Implementation of any custom modification or integration developed by Cartegraph; your internal staff; or any third-party is not included in the scope of this project unless specifically listed above. o Data conversion services from other software system(s) or sources are not included in the scope of this project unless specifically listed above.
o Any service items discussed during demonstrations; conference calls; or other events are not included in the scope of this project unless specifically listed above.
City/Contractor/Cartegraph Responsibilities
Project representatives from City and Contractor accepts responsibility for all aspects of project planning, management, and execution not specifically identified as the responsibility of Contractor in the Agreement. Ongoing management of the day-to- day allocation of Customer, Psomas, City, Contractor, and Cartegraph resources and management of project tasks is the responsibility of the City and Contractor project representatives. City and Contractor project representatives will provide overall guidance and direction for the project and will direct the project accordingly. Further, and with regard to the Contractor and Cartegraph obligations listed in this Agreement, City understands that it is vital to the success of the project that City provides assistance in the following matters:
1. For those services listed under Field Services, Contractor and Cartegraph personnel will conduct information gathering and evaluation sessions with various City Users and management. While Contractor and Cartegraph respect the time and workload of City staff, dedicated time on the part of the appropriate City resources is necessary to complete these exercises.
2. The installation process requires the assistance of City personnel and suitable access to hardware and systems (e.g., security clearance). City is required to supervise the installation process while systems are accessible to Contractor and Cartegraph.
All hardware and software, for both personal computers and servers, is expected to be available, installed, and operating as specified in Cartegraph’s system requirements documentation such that delivery and execution of Field Services will not be impeded.
3. City and Cartegraph understand that the successful performance of Field Services depends upon City fulfilling its responsibilities. The Project assumes that City will provide all personnel required to achieve a successful implementation, including a dedicated project manager responsible for reviewing the implementation scope of work, en suring all attended meetings are attended by invited staff, and providing leadership and insight on all relevant internal issues such as policy/procedure, organizational structure, project stakeholders, technical architecture, data, and current systems. City responsibility also includes internal documentation, internal change management, task completion, staff coordination and schedule commitment.
4. City will provide Internet access and IT staff support as required. For those services that are web-based, Contractor and Cartegraph utilize Microsoft Teams, WebEx Meeting, or Zoom (or similar) technology.
5. City shall ensure that their workstation platform and database meet Cartegraph system requirements as specified in the Cartegraph System Requirements documentation. Solutions will be supported within new versions of these workstation platforms and databases within a reasonable period of time from their release from their manufacturer. Cartegraph will discontinue support of its Solutions within older versions of these workstation platforms and databases as their support is discontinued by their manufacturers.
6. City agrees to work with Contractor to schedule Field Services in a timely manner.
Not-to-Exceed Purchase Agreement
Contractor will not exceed the total included in this Agreement without written approval from City in the form of an amendment to this agreement. In the event it becomes apparent to Contractor that additional Services will be needed due to any changes in the scope of this Agreement, Contractor will notify City prior to exceeding the approved efforts and obtain written approval in the form of an amendment to this agreement if additional Services are required.
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UNANIMOUS WRITTEN CONSENT
OF THE
BOARD OF DIRECTORS OF PSOMAS,
a California corporation.
August 24, 2021
THE UNDERSIGNED , being all of the members of the Board of Directors of Psomas, a California corporation (the “Corporation”), he reby adopt the following resolutions without a meeting as of the date set forth above, pursuant to Section 307(b) of the General Corporation Law of California:
RESOLVED that the following, being the Officers of the Corporation, be and hereby are authorized to execute any and all documents required to conduct the business of the Corporation, including, but not limited to contracts, leases and certifications;
IT IS FURTHER RESOLVED that any one signature of the Officers listed herein shall be sufficient to bind the Corporation;
STEVE MARGARONI President and Chief Executive Officer
NICK TARDITTI Chief Financial Officer, Treasurer, Assistant Secretary CHAD WILSON Vice President, Secretary
CRAIG AHRENS Vice President
ALEJANDRO ANGEL Vice President
BRETT BARNETT Vice President
JOSEPH BARTORELLI Vice President
REGINA BEEM Vice President
STEVEN BEIN Vice President
JOSEPH L. BOYLE Vice President
SCOTT BRYANT Vice President
BRIAN E. BULLOCK Vice President
JEFFREY CHESS Vice President
MARCIA CARRILLO Vice President
MATTHEW D. CLARK Vice President
MICHAEL J. CREHAN Vice President
SARAH CURRAN Vice President
CHRIS DAVENPORT Vice President
AMY DAY Vice President
WILLIAM ESTEPA Vice President
ROSE FISTROVIC Vice President
PETER FITZPATRICK Vice President
DAN FORGEY Vice President
BRIAN FRAGIAO Vice President
JEFF GILLIS Vice President
ERNEST GOMEZ Vice President
DANNIE B. GREEN Vice President
TIMOTHY G. HAYES Vice President
GREGORY A. HELMER Vice President
ALIA HOKUKI Vice President
JIM HUNTER Vice President
ROBERT J. IANNARINO Vice President
RICHARD IMAN Vice President
JEREMY JOHNSON Vice President
ANN JOHNSTON Vice President
VINCENT LUNGARI Vice President
JENNIFER MARKS Vice President
FRANK MARTIN Vice President
DAVID A. MORITZ Vice President
ARIEF NAFTALI Vice President
ANDREW NICKERSON Vice President
DocuSign Envelope ID: 7086AAD1-AA74-498C-A853-059E1236B287 DocuSign Envelope ID: 3D912497-4A24-40E3-9FFC-9F1A5D23F35D
Unanimous Written Consent of the Board of Directors of Psomas August 24, 2021
ED O’BRIEN Vice President
TRAVIS PERRY Vice President
TOM PILARSKI Vice President
MICHAEL R. REDIG Vice President
TERESITA REUTTER Vice President
SCOTT ROCKE Vice President
SEAN SAMSEL Vice President
GARY SKREL Vice President
SEAN SMITH Vice President
THEO SMITH Vice President
RICHARD M. SULLIVAN Vice President
MICHAEL D. SWAN Vice President
ROBERT J. TALAFUS Vice President
KEVIN T. THORNTON Vice President
BYRON G. TOBEY, JR. Vice President
KIMBERLY WENDER Vice President
REUBEN TOLENTINO Vice President
ALYSEN WEILAND Vice President
DONALD LEE WHITELEY Vice President
CAROLINE YONTEZ Vice President
This Unanimous Written Consent shall be f iled with the Minutes of the proceedings of the Board of Directors, and the actions taken hereby shall have the same force and effect as if taken at a meeting duly called and held.
DocuSign Envelope ID: 7086AAD1-AA74-498C-A853-059E1236B287 DocuSign Envelope ID: 3D912497-4A24-40E3-9FFC-9F1A5D23F35D Ryan E. McLean David A. Moritz
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