ATTACHMENT A
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AMENDMENT NO. ONE TO
PROFESSIONAL SERVICES AGREEMENT
WITH BRIGHTLY SOFTWARE, INC. FOR
FACILITIES MAINTENANCE SOFTWARE
THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. One") is made and entered into as of this 29th day of June, 2025 Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and BRIGHTLY SOFTWARE, INC., a Delaware corporation ("Consultant"), whose address is 11000 Regency Pkwy, Suite 300, Cary, NC 275.18, and is made with reference to the following:
RECITALS
A. On April 1, 2023, City and Consultant entered into a Professional Services Agreement (Contract No. C-927 4-1) to provide Facilities Maintenance Planning and Tracking Software ("Agreement").
B. The parties desire to enter into this Amendment No. One to extend the term of the Agreement to June 30, 2028, to increase the total compensation, and update the insurance requirements.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
1. TERM
Section 1 of the Agreement is amended in its entirety and replaced with the following: 'The term of this Agreement shall commence on the Effective Date, and shall terminate on June 30, 2028, unless terminated earlier as set forth herein."
2. COMPENSATION TO CONSULTANT
Exhibit B to the Agreement shall be supplemented to include the Schedule of Billing Rates, attached hereto as Exhibit B and incorporated herein by reference. Exhibit B to the Agreement, and Exhibit B to this Amendment No. One shall collectively be known as "Exhibit B."
Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Consultant for the Professional Services and the Services in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Professional Servies and the Services performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed One Hundred Eighty Seven Thousand Three Hundred Fifty One Dollars and 80/100 ($187,351.80) without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." 23-4
The total amended compensation reflects Consultant's additional compensation for additional Services to be performed in accordance with this Amendment No. One, including all reimbursable items and subconsultant fees, in an amount not to exceed Sixty Eight Thousand Six Hundred Thirteen Dollars and 21/100 ($68,613.21).
3. INSURANCE
Exhibit C of the Agreement shall be deleted in its entirety and replaced with Exhibit C, attached hereto and incorporated herein by reference. Any reference to Exhibit C in the Agreement shall hereafter refer to Exhibit C attached hereto.
4. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF , the parties have caused this Amendment No. One to be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY 'S OFFICE
Date: ~12/2S
ATTEST :
Date: -------
By: _ _ _ ____ _ _ ___ _
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: ---------
By: ___________ _ _
Joe Stapleton
Mayor
CONSUL TANT: BRIGHTLY SOFTWARE ,
INC., a Delaware corporation
Date: - --------
By: __________ _ _ _
Sarah Swanson
Vice President, Client Success, Support
and Education
Date: ----- - ---
By: ___ ____ ___ __ _
Trey Seek
Chief Client Officer
[END OF SIGNATURES]
Attachments: Exhibit B - Schedule of Billing Rates
Exhibit C - Insurance Requirements
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EXHIBIT B
SCHEDULE OF BILLING RATES
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Service Term: 36 months (07/01/2025 - 06/30/2028)
Cloud Services
Item Start Date End Date
Asset Essentials Core 7/1/2025 6/30/2026
Plus
Facilities/Physica I 7/1/2025 6/30/2026
Plant Module
Dude Analytics 7/1/2025 6/30/2026
Asset Essentials 7/1/2025 6/30/2026
Inventory
Annual Renewal:
*Your Sourcewell discount has been applied.
Investment
$22,871.07
$0.00
$0.00
$0.00
$22,871.07 USD
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~
Cloud Services Subscription
I Item =~lnvestment Year 2 Start ! Investment Year 3 Start , _________ Date: 07/01/2026 ! Date: 07/01/2027
[;~s~t Essentials Core Plus • ---- ----22,8;Lll7US;;-+!----- 22,87-1-.0-7-U-SD---I I ------------- - . . --, -------·--------- '-----
i • Facilities/Physical Plant Module i Included
I______ ____ t
I- -Dude Analytics _____ ---'-·····----·--·---
1--- ---- ------+------- ----
! · Asset Essentials Inventory Included Included
Included
Included Included
Total: 22,871.07 USD 22,871.07 USD
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EXHIBIT C
INSURANCE REQUIREMENTS - PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to. amend, supplement or endorse the existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California.
Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers and employees.
B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary excess/umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident.
I . '
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D. Cyber Liability Insurance in an amount not less than two million dollars ($2,000,000) per occurrence and four million dollars ($4,000,000) annual aggregate covering (1) all acts, errors, omissions, negligence, infringement of intellectual property; (2) network security and privacy risks, including but not limited to unauthorized access, failure of security, breach of privacy perils, wrongful disclosure, collection, or negligence in the handling of confidential information, privacy perils, including coverage for related regulatory defense and penalties; (3) data breach expenses payable whether incurred by City or Consultant, including but not limited to consumer notification, whether or not required by law, computer forensic investigations, public relations and crisis management firm fees, credit file or identity monitoring or remediation services in the performance of services for City or on behalf of City hereunder.
The policy shall contain an affirmative coverage grant for bodily injury and property damage emanating from the failure of the technology services or an error or omission in the contenUinformation provided.
If a sub-limit applies to any elements of coverage, the certificate of insurance evidencing the coverage above must specify the coverage section and the amount of the sub-limit.
E. Excess/Umbrella Liability Insurance. If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this contract, then said policies shall be "following form" of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this contract, including, but not limited to, the additional insured and primary & non-contributory insurance requirements stated herein. No insurance policies maintained by the City, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor's primary and excess/umbrella liability policies are exhausted.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers and employees or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability, excess/umbrella liability, cyber liability, and automobile liability, if Brightly Software, Inc. Page C-2
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required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers and employees shall be included as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage.
Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation.
C. Right to Review Subcontracts. Consultant agrees that upon request, all agreements with subcontractors or others with whom Consultant enters into contracts with on behalf of City will be submitted to City for review.
Failure of City to request copies of such agreements will not impose any liability on City, or its employees. Consultant shall require and verify Brightly Software, Inc. Page C-3
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that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13.
D. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
F. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self insured retentions be eliminated, lowered, or replaced by a deductible.
Self-insurance will not be considered to comply with these requirements unless approved by City.
G. City Remedies for Non-Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand.
H. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. 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.
I. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its Brightly Software, Inc. Page C-4
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own judgment may be necessary for its proper protection and prosecution of the Work.
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