Staff Report — Simi Valley City Council, May 15, 2023

A2354.SR.JD

CITY OF SIMI VALLEY

MEMORANDUM
M
ay 15, 2023
TO: City Council/Board of Directors
F
ROM: Department of Public Works
S
UBJECT: AWARD OF CONTRACT TO PURCHASE A PROJECT CONTROLS

SYSTEM (PCS) SOFTWARE, AND AWARD OF CONTRACT FOR

PROFESSIONAL SERVICES FOR PCS IMPLEMENTATION SUPPORT,
CP70200040, REQUEST FOR PROPOSAL NO. PW 22-06

RECOMMENDATION
I
t is recommended that the City Council:

1. Aw
ard the attached contract (page 4) to Sciforma Corporation in the amount of $64,928.00 to purchase a Project Controls System (PCS) software, CP70200040, RFP No. PW 22-06.

2. A
ward the attached contract (page 22) to Sciforma Corporation in the amount of $76,250 for professional services for implementation support of the Project Controls System, CP70200040, RFP No. PW 22-06.

BACKGROUND AND OVERVIEW
The
Sanitation and Waterworks Engineering Division is responsible for managing sewer, water, and treatment plant capital projects from concept to completion. In addition to capital projects, the y are responsible for land development project reviews, customer service support, permit issuance, regulatory response, and more. The proposed project controls system s will support project management activities such as planning, scoping, budgeting, scheduling, resourcing, communicating, monitoring, controlling, and delivering projects for the Sanitation and Waterworks Engineering Division. Staff recommends the City Council/Board of Directors approve the two contracts for project control syste m software and implementation.

FINDINGS AND ALTERNATIVES
On J
une 27, 2022, a Request for Proposals was posted on the City of Simi Valley website and emailed to vendors for the project controls system software and support services for the PCS implementation. On August 4, 2022, three proposals were received, and City Staff evaluated the proposals and ranked them based on four criteria:

AGENDA ITEM NO.

Consent (7)
A2354.SR.JD
• Understanding of Request of Proposals (weighted 10%)
• Team qualifications (weighted 15%)
• Technical compliance with the PCS software functional requirements (weighted 50%) •Related experience in providing the products and services (weighted 25%) Vendor Rating
Sciforma Corporation, San Diego, CA 86%
Campos Sage, LLC (Kahua), Bend OR 81%
Procore Technologies, Inc., Carpinteria, CA 72%
S
taff determined that Sciforma, Corporation is the most qualified vendor based on the four criteria. Staff negotiated the fee with Sciforma, in the amount of $64,928.00 to purchase Project Controls System (PCS) software with a three-year term and a not-to-exceed amount of $76,250 for professional services for implementation support.

The total cost of $141,178, is recommended as fair and reasonable. The FY 2022-23 Budget contains $200,000 for this project.

B
ased on awarding the contracts to Sciforma, the total project cost is as follows:

Purchase of Project Control System, 3 year term $64,928 Professional Services to Implement the PCS $76,250
Total Project Cost $141,178
T
he following alternatives are available to the City Council:

1. A
ward the attached contracts to Sciforma Corporation, in the amounts of $64,928.00 to purchase a Project Controls System software and
not-to-exceed $76,250 for professional services for the implementation support of the Project Controls System, CP70200040, RFP No. PW 22-06.

2. D
o not award the contracts and provide other direction to staff.

S
taff recommends Alternative No. 1.

SUGGESTED CITY COUNCIL MOTION
I
move to award a contract to Sciforma Corporation, in the amount of $64,928 to purchase a Project Controls System software and award a contract to Sciforma Corporation in the amount not to exceed $76,250 for professional services for implementation support of the Project Controls Software, for a total amount of $141,178. 2 A2354.SR.JD

SUMMARY
The Sanitation and Waterworks engineering staff manage many projects, and a project controls system is recommended to support the management activities from concept to completion. Staff issued a Request for Proposals to purchase a Project Controls System Software and professional services for implementation support. It is recom mended that the City Council award two contr acts to the most qualified vendor, Sciforma Corporation in the amount of $64,928.00 to purchase the Project Controls System (PCS) software and in an amount not-t o-exceed $76,250 for professional services for implementation support, for a total amount of $141,178. ______
______________________________
Ronald K. Fuchiwaki
Public Works Director
Pr
epared by: Jay Lukiewski, Principal Engineer
INDEX Page
Pur
chase Contract................................................................ 4 Professional Services Contract .......................................... 22 3 A2354.CON.JD
RFP No. PW-2206 – Purchase of Software

CONTRACT BETWEEN THE CITY OF SIMI VALLEY AND

SCIFORMA CORPORATION FOR THE P URCHASE OF A

PROJECT CONTROLS SYSTEM (PCS) SOFTWARE,
CP70200040, RFP NO. PW 22-06
T
HIS CONTRACT is made and entered into in the City of Simi Valley on this 15th day of M ay 2023, by and between the CITY OF SIMI VALLEY, a municipal corporation, hereinafter referred to as CITY, and SCIFORMA CORPORATION, a Delaware Corporation, hereinafter referred to as CONTRACTOR.

RECITALS
W
HEREAS, on June 27, 2022, CITY requested proposals for the purchase of project controls system software per RFP No. 22-06; and W
HEREAS, pursuant to such request , CONTRACTOR submitted a proposal which was accepted by CITY for project controls system software.

N
OW, THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows:

AGREEMENT

1. R
ecitals. The foregoing recitals are true and correct and are a part of this CONTRACT.

2. Te
rm. The term of this CONTRACT shall be from the date this CONTRACT is made and entered, as first written above, and shall be completed three (3) years after the receipt of the Notice to Proceed.

3. D
escription of Supplies, Equipment, Materials, or Services. This CONTRACT is for the purchase of Project Controls Software Licenses or Subscriptions.

CONTRACTOR agrees to supply the item(s) more specifically set forth in Exhibit “A” attached hereto and incorporated herein.

4. C
ompensation and Payment.

A. T
he CITY shall be obligated to pay CONTRACTOR based
upon the unit and/or lump sum prices bid by CONTRACTOR, multiplied by the actual CITY-authorized quantities received and accepted by CITY; such unit and/or lump sum prices as contained in the “Pricing Schedule” attached hereto and incorporated herein as Exhibit “B”.

B. P
ayments to the CONTRACTOR shall be made within 30
days after receipt of an original invoice from the CONTRACTOR and acceptance of the invoice by CITY.

C. I
n no event shall the total amount paid for this CONTRACT 4 A2354.CON.JD
RFP No. PW-2206 – Purchase of Software
exceed $64,928.00 (the “Not-To-Exceed Amount”), unless otherwise agreed to by the parties in writing.

5. CONTRACTOR Representations and Obligations.

A. CONTRACTOR shall perform as required by this
CONTRACT. CONTRACTOR also warrants on behalf of itself and all s ubcontractors engaged for the performance of this CONTRACT that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder.

B. CONTRACTOR shall obey all Federal, State, local, and special district laws, ordinances, and regulations.

C. CONTRACTOR shall indemnify, defend, and hold CITY
harmless from any claim that prevailing wages should have been paid pursuant to this CONTRACT, including federal prevailing wage requirements under the Davis-Bacon Act, if applicable and shall be liable for the payment of same and any penalties thereon.

D. CONTRACTOR shall abide by the CITY’S Business Tax
Ordinance, of which proof of payment must be obtained prior to performance of this CONTRACT. CONTRACTOR shall maintain a valid Business Tax Certificate for the term of the CONTRACT.

6. Audit.

A. At any time during normal business hours and as often as the CITY may deem necessary, CONTRACTOR shall make available to CITY for inspection its records pertaining to this CONTRACT. CONTRACTOR shall permit CITY to audit, examine and/or reproduce such records. CONTRACTOR will retain such financial records, time sheets, work progress reports, invoices, bills and project records for at least two (2) years after termination or final payment under this CONTRACT. This paragraph shall survive for two (2) years after termination of this CONTRACT.

B. CITY shall have the option of inspecting and/or auditing all records and other written materials used by CONTRACTOR in preparing its statements to CITY as a condition precedent to any payment to CONTRACTOR.

7. Hold Harmless and Indemnification
. CONTRACTOR shall
defend, indemnify, and hold harmless CITY, its agents, officials, officers, representatives, and employees, from and against all claims, lawsuits, liabilities or damages of whatever nature arising out of or in connection with, or relating in any manner to any act or omission as a result of willful neglect of CONTRACTOR (except for in cases of physical harm to persons or property, in which case CONTRACTOR’s responsibility will not be limited to cases of willful neglect, but in all cases ; and further except for Copyright or IP Infringement, which is addressed in Section 8, below ), its agents, employees, and subcontractors, and employees thereof, pursuant to the performance or non-performance of this CONTRACT. The CONTRACTOR shall thoroughly investigate any and all claims and indemnify the CITY and do whatever is necessary to protect the CITY, its agents, 5 A2354.CON.JD
RFP No. PW-2206 – Purchase of Software
officials, officers, representatives, and employees as to any such claims, lawsuits, liabilities, expenses, or damages arising out of this CONTRACT. The CITY shall be included as an Additional Insured in the automobile/ liability insurance policies and endorsements of the CONTRACTOR. The CONTRACTOR must select an attorney acceptable to the CITY who will defend such proceeding and the CITY will control any litigation thereof. Such approval by the CITY will not be unreasonably withheld. This paragraph shall survive the termination of this CONTRACT.

8. Copyright or IP Infringement
.

A. CONTRACTOR Indemnity for IP Breach. Subject to Sections

8.C. and 8. D., in the event of a claim that CITY’s authorized use of the Application Software infringes upon any copyright, patent, or other intellectual property right of any third party under the laws of Canada or the United States, CONTRACTOR agrees that it will defend and indemnify the CITY from and against all damages and costs awarded in a final judgment (from which no further appeal is taken or possible) against CITY in such proceeding or amounts agreed by CONTRACTOR in a settlement with the third party claimant, and will pay all attorneys’ fees necessary to defend the CITY, when and as such expenses are incurred, provided that:

1. the CITY promptly notifies CONTRACTOR in writing
upon receiving notice of a claim, and in no event later than 7 days;

2. CONTRACTOR has sole control (but CITY will be kept
timely informed of all material events) of the defense and all related settlement negotiations; and

3. t he CITY provides CONTRACTOR with the assistance,
information, and authority necessary to perform CONTRACTOR's obligations under this section.

B. Subject to Sections 8.C. and 8.D. but without limiting CONTRACTOR’s obligations under Section 8.A. in the event of a claim that the CITY ’s authorized use of the Application Software infringes upon any copyright, patent, or other intellectual property right of any third party under the laws of the United States or Canada, and such claim is sustained in a final judgment from which no further appeal is taken or possible, and such final judgment includes an injunction prohibiting the CITY from continued use of the Application Software or portions thereof, then CONTRACTOR shall, at its option and expense, either:

1. p rocure for the CITY the right to continue the use of the Application Software; or

2. replace or modify the Application Software to make its use non-infringing, or

3. direct the CITY to cease use of the Application Software or of the specific portion(s) thereof that resulted in the final judgment.

C. If CONTRACTOR directs the CITY to cease use of the
Application Software or of specific portion(s) thereof, then the CITY , to the exclusion of all other remedies available to the CITY (except as set forth in Section 8.1), may terminate 6 A2354.CON.JD
RFP No. PW-2206 – Purchase of Software
the Service for that portion of the Application Software which CONTRACTOR directed the CITY to cease use and CONTRACTOR shall pay the CITY (and/or credit against any amounts owed, or becoming owed, to CONTRACTOR by the CITY ) the amount of the Fees paid in the previous twelve (12) months.

D. N otwithstanding Sections 8.1 and 8.2, CONTRACTOR shall have no obligation for any claim based upon:

1. the CITY’s use of Application Software other than a
current, unaltered release of the Application Software, if such infringement would have been avoided by the use of a current, unaltered release of the Application Software; or

2. the combination, operation, or use of any Application Software furnished hereunder with non- CONTRACTOR programs or data, if such infringement would have been avoided by the combination, operation, or use of the Application Software with other programs or data.

3. Third Party Components, which are warranted solely
by the individual Third Party Supplier.

E. This Section 8 states the entire obligation of CONTRACTOR with respect to any claim that the Product infringe upon any copyright, patent, or other intellectual property right of any third party and represents CITY’s sole remedy in respect of any IP claim covered by this Section 8.

9. Amendments
. Any amendments, modifications, or variations from
the provisions o f this CONTRACT shall be in writing and shall be effective only upon mutual written approval by the Director of Public Works and CONTRACTOR except that any changes to the CONTRACT amount and term of the CONTRACT shall be effective only upon mutual written approval by the City Manager or his designee, and CONTRACTOR.

10. Anti-Discrimination. In the performance of the terms of this CONTRACT, CONTRACTOR shall not engage in, nor permit subcontractors to engage in, discrimination in employment of persons because of the age, race, color, religious creed, sex, sexual orientation, national origin, ancestry, physical disability, mental disability, medical condition, or marital status of such persons. Violation of this provision may result in the imposition of penalties referred to in Labor Code Section 1735.

11. Termination. If, during the term of this CONTRACT, CITY determines that CONTRACTOR is not faithfully abiding by any term or condition contained herein, CITY may notify CONTRACTOR in writing of such defect or failure to perform. The notice must give to the CONTRACTOR a thirty (30) day per iod of time thereafter in which to perform the work or cure the deficiency. If CONTRACTOR has not performed the work or cured said deficiency within the thirty (30) days specified in the notice, such failure shall constitute a breach of this CONTRACT, and CITY may terminate this CONTRACT immediately by written notice to CONTRACTOR. Thereafter, neither party shall have any further duties, obligations, responsibilities, or rights under this CONTRACT except, however, any and all obligations of CONTRACTOR'S surety shall remain in full force and effect and shall not be extinguished, reduced, or in any manner waived by the termination hereof. In such event, CONTRACTOR shall be entitled to the 7 A2354.CON.JD
RFP No. PW-2206 – Purchase of Software
reasonable value of its services performed from the beginning of the period in which the breach occurs up to the day it received CITY'S Notice of Termination, minus any damages, including liquidated damages if so provided herein, occasioned by such breach. CITY reserves the right to delay any such payment until completion or confirmed abandonment of the project, as may be determined in the CITY'S sole discretion, so as to permit a full and complete accounting of costs. In no event, however, shall CONTRACTOR be entitled to receive in excess of the CONTRACT amount.

12. Complete CONTRACT
. This CONTRACT and its accompanying
exhibits shall constitute the complete CONTRACT between the parties hereto. No verbal agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such verbal agreement, understanding, or representation be binding upon the parties hereto.

13. Time of Performance. Time is of the essence in this CONTRACT.

14. Insurance. CONTRACTOR shall, at CONTRACTOR ’S sole cost and expense, provide insurance as contained in Exhibit “C”, incorporated herein.

CONTRACTOR shall not commence work on the Services to be performed, until it submits proof of all insurance coverage as required.

15. Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided, however, that no party hereto shall assign any of the benefits and burdens hereunder, whether voluntarily or by operation of law, without the prior written consent of the other party, which such consent shall not be reasonably withheld, and any such assignment without said consent shall be void.

16. Authority to Execute Contract. Both CITY and CONTRACTOR do covenant that each individual executing this CONTRACT on behalf of each party is a person duly authorized and empowered to execute contracts for such party.

17. Jurisdiction and Venue . Jurisdiction is in an appropriate court in the State of California and venue lies in Ventura County, and the parties do not consent to arbitration. In the event of any dispute, each party shall bear its own fees and costs (including attorneys’ fees). This CONTRACT shall be governed by California law, without regard to conflict of law principles.

18. Non-Appropriation of Funds . Payments due and payable to CONTRACTOR for current goods and/or services are within the current budget and within an available, unexhausted and unencumbered appropriation of CITY. In the event CITY has not appropriated sufficient funds for payment of goods and/or services beyond the current fiscal year, this CONTRACT shall cover only those costs incurred up to the conclusion of the current fiscal year.

19. Taxpayer Identification Number . CONTRACTOR shall provide CITY with a complete Request for Taxpayer Identification Number and Certification, form W-9 (latest revision), as issued by the Internal Revenue Service. 8 A2354.CON.JD
RFP No. PW-2206 – Purchase of Software

20. Permits and Licenses . CONTRACTOR, at its sole cost and expense, shall obtain and maintain during the term of this CONTRACT, all appropriate permits, licenses, and certificates that may be required in connection with the performance of this CONTRACT.

21. Waivers. The waiver by one Party of any term or conditi on of this CONTRACT, or any breach thereof, shall not be construed to be a general waiver by said Party or as a waiver of any other term or breach.

22. Notices. All written notices required by, or related to this CONTRACT shall be sent by Certified Mail, Return Receipt Requested, postage prepaid and addressed as listed below. Neither party to this CONTRACT shall refuse to accept such mail; the parties to this CONTRACT shall promptly inform the other party of any change of address. All notices required by this CONTRACT are effective on the day of receipt, unless otherwise indicated herein. The mailing address of each party to this CONTRACT is as follows:

CITY Department of Public Works
City of Simi Valley
2929 Tapo Canyon Road
Simi Valley, CA 93063
Staff Contact: Jay Lukiewski , Principal Engineer
(805) 583-6898

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CONTRACTOR Sciforma Corporation
600 B Street, Suite 300
San Diego, CA 92101
Contact: Oliver Aponte, Account Manager
(512) 961 8651

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written.

Attest: City of Simi Valley,
A Municipal Corporation

By:

Lucy Blanco, City Clerk Fred D. Thomas, Mayor of the City of Simi Valley, California

Approved as to Form: Sciforma Corporation

By:

David L. Caceres, City Attorney
Print Name:

Approved as to Content: Title:
_____

By:

Brian Paul Gabler, City Manager
Print Name:

Title:

Johanna Medrano,
Deputy Administrative Services Director/
Budget & Purchasing

Ronald K. Fuchiwaki
Public Works Director

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RFP No. PW-2206 – Purchase of Software
EXHIBIT “A”

SCOPE OF WORK

CONTRACT BETWEEN THE CITY OF SIMI VALLEY AND

SCIFORMA FOR THE P URCHASE OF A PROJECT
CONTROLS SYSTEM SOFTWARE, CP70200040,
RFP NO. PW 22-06

SCIFORMA will provide the following as part of the SCOPE OF WORK of this CONTRACT:

1- Access to Sciforma which is a SaaS Project and Portfolio Management (PPM) platform.

2 – One PRODUCTION environment with the URL
https://
simivalley.sciforma.net/

3 – One non-production environment for TEST purposes with the URL https:// simivalley-test.sciforma.net/

4 – The SaaS User Licenses required to grant the access to the CITY’s users to the Sciforma platform with the Roles defined below:

User Role Count Role Description
Principal Engineer 1
Sponsorship Level Oversight ‐ Responsible for all
Projects within the Capital & Development
Programs and all day‐to‐day operations within
Sanitary & Water Engineering.

System
Administrator 1 System Level Oversight ‐ Responsible for all settings and functionality within the software.

Portfolio Engineer 2 Portfolio Level Oversight ‐ Responsible for coordinating on all projects.

Project Engineer 4
Project Level Oversight ‐ Responsible for making
design decisions and managing projects as
assigned.

Project Tech 1
Project Level Support ‐ Responsible for internal
assignments from any project and responses to
specific requests.

5 - Support for the platform as described below in APPENDIX 1 –

DESCRIPTION OF THE SUPPORT

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RFP No. PW-2206 – Purchase of Software
APPENDIX 1 – DESCRIPTION OF THE SUPPORT
This Appendix describes the measures and conditions under which the SCIFORMA provides, at no additional cost, a support service for the Service (Support), to THE CITY OF SIMI VALLEY covered by a current and valid CONTRACT. 1 - Additional Definitions
In addition to the terms and expressions defined in the CONTRACT, the following terms relevant to this Appendix and beginning with capital letters will have the following meanings, regardless of their gender, whether or not they are singular or plural, conjunctive or disjunctive, or their tense:
• Administrator: A User designated by the CITY to administer the Service and to serve as the technical and functional contact for SCIFORMA from the CITY.

Several Administrators may be designated when appropriate, due to the size or nature of CONTRACT.
• Severity: A Case can have one of 4 Severity levels (determined jointly by THE CITY and SCIFORMA) according to the definition below:

Severity Description Examples
1 A critical Case with very
high impact
The Service in production is down for all
Users
Limitation or restriction thereby preventing
the use of the Service in production of an
essential function of the Service for all
Users
Essential interface from the Service in
production with other system is down for a
cause attributable to SCIFORMA
Data loss in production
2 A major Case with
significant impact
The Service in production is unavailable for
a subset of Users
Limitation or restriction thereby preventing
the use of the Service in production of an
essential function of the Service for a
subset of Users
3 A Case with some impact Limitation or restriction thereby preventing the use of the Service in production of an
non-essential function of the Service
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4 A minor Case with low
impact
No significant impact on the use of the
Service in production

• Case: Any case, incident, problem, question, query or defect that corresponds with an unexpected behavior of the Service, and which limits or prohibits access to one or more substantial functions of the Service, as indicated in the Documentation.
• Support: The Service support provided in connection with the Contract and defined in this Appendix.
• System: The SCIFORMA online system that allows the CITY to enter and submit a Case.
2 – Service provided
Only an Administrator can use Support. The System connection codes and contact details (telephone and e-mail) for Support are provided to the CITY Administrator at the start of the CONTRACT.

Support is provided during Local business hours as defined here:
• Local business hours: Monday to Friday, 5:00 am to 5:00 pm Pacific Time Zone, except public holidays
• Possible interruption Time-Slots:
• For Production instances, 24 hours on Saturday and Sunday after 15:00 Central European Time with 2 week’s notice (email).
• For test instances, every day between 1:00 and 3:00 Central European Time, and any other Time-Slots with 2 weeks’ notice (email).

Case Reporting Procedure:

Regardless of Severity, the Administrator must submit a Case through the System, which includes all necessary information. For a Severity 1 Case, having been duly entered into the System, the CITY must contact Support by telephone as quickly as possible, during Local business hours.

Notification of Case by Licensee shall include name of User; any applicable reference; contact details (telephone and email) of person reporting the Case; full details of nature of Case, and any steps that may assist SCIFORMA to recreate the Case. The allocated Case ID should be referenced by the CITY in all subsequent communications with SCIFORMA in relation to that Case.

SCIFORMA will gather such information as may need to assess or replicate the reported Case and to confirm the appropriate Case Severity with the CITY. 13 A2354.CON.JD
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SCIFORMA and the CITY shall use reasonable efforts to agree on the assigned Case severity levels. Where such agreement is not possible the escalation process described below shall apply.

Response Targets:

SCIFORMA will use reasonable efforts to comply with the following target times for responding to Cases in 90% of instances (calculated on a quarterly basis).

Severity Response Target Time (*)
1 Within one hour
2 Within four hours
3 Within 24 hours
4 Within 72 hours
(*) All during Local Business Hours.

As part of Support:
• SCIFORMA commits to work continuously with a high priority on any Severity 1 Case until such case is resolved or an agreeable workaround is provided. • SCIFORMA will make every effort to resolve the Case, provided that the CITY is able to provide all elements needed for its reproduction, but without being bound by an obligation to achieve a desired result. Once SCIFORMA is able to reproduce and review the Case, the Case’s resolution time will depend on its nature and complexity. The resolution may include a correction or a workaround solution. Should it prove difficult to quickly resolve a Case, SCIFORMA will inform the CITY so that SCIFORMA and the CITY can work together to determine if a temporary solution is appropriate. Cases that cannot be resolved quickly will be escalated to higher Support expertise levels, for heightened analysis. SCIFORMA reserves the right to cease investigating a Case that cannot be reproduced.

Escalation Process:

In the event the CITY has a complaint regarding the provision of the Support or Severity level assignment, the escalation process within SCIFORMA will sequentially be:

Support Center, Support Team Leader, Support Manager and SVP who will deal with Licensee VP or equivalent.

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3 – Reproducibility
SCIFORMA’s ability to reproduce a Case is essential to finding a resolution. To this end, the CITY must provide SCIFORMA with its full and entire cooperation.

The CITY shall provide SCIFORMA with the information and assistance needed in order for it to address Cases, including but not limited to:
• Performing diagnostic activities, if and when reasonably appropriate. • Except in case of special terms agreed with the CITY, providing SCIFORMA with remote access to its instance of the Service (or one of its backups or copies), remote access to a computer belonging to Licensee, and/or a copy of Licensee’s database, for investigative purposes.
• Allow SCIFORMA to access all documents needed for its investigations, particularly, all information relative to the Service, IT environment (browser, network, anti-virus, etc.), and any relevant documentation regarding the CITY’s possible configuration, initial operation and Service usage.

4 – Exclusions
SCIFORMA Support does not cover:
• Training on the use of the Service.
• Configuration assistance.
• Help with drafting reports.
• Help with writing specific programs.
• Responses to methodological or organizational questions. • Assistance with the installation or configuration of third party hardware and/or products (including computers, hard disks, networks, printers, IT networks, anti- virus systems, etc).
• Assistance in the proper functioning of an interface between the Service and another system.

The CITY must respond within a reasonable time to any request by SCIFORMA for additional information. The CITY’s failure to respond within 7 days shall automatically terminate any related investigation and any open tickets associated with the Case shall be closed.

SCIFORMA reserves the right to refuse addressing a Case submitted by the CITY if its cause is an improper use of the Service such as a use that deviates from the use 15 A2354.CON.JD
RFP No. PW-2206 – Purchase of Software
specified in the Documentation, including profound changes or customizations of the default configuration without the prior agreement of SCIFORMA and/or is the consequence of an event outside of the contractual relationship. This includes, but is not limited to:
• Non-compliance with the specifications, procedures, usage instructions, security, prudence measures, various warnings included in the Documentation, or any unauthorized usage of the Service, regardless of the reason, including but not limited to negligence, manipulation error or accident.
• Usage that does not comply with a purpose, as indicated in the Documentation. • The usage of third party programs, other than those that may be authorized or distributed by SCIFORMA, or indicated in the Documentation, that modify the Service data and, more generally, any compatibility problem between the Service and its software environment (browser, operating system, network system, and other applications).
• Networks problems, and problems related to the CITY’s infrastructure. • Abusive usage, negligence or handling errors by the CITY or any User. • Total or partial malfunction of the Service due to phenomena outside of the Service and beyond the control of SCIFORMA, including fire, water damage, malfunction of electricity grids, lightning, bad weather or any event of this nature, including any Force majeure event.

On-site service calls are excluded from the CONTRACT. If necessary, any service call including time spent to resolve the encountered difficulty, and any travel expenses will be invoiced to Licensee at the previously accepted service call price.

5 - Scope of Coverage
According to the following definitions:
• Release: means each issuance of the Software Package (excluding Third Party Software) identified by the numeral to the left of the decimal point (e.g., Release 3 for #3.01 of the Software Package).
• Version: means each issuance of Software between Releases (excluding Third Party Software) identified by the numeral to the right of the decimal point (e.g., Version 01 for #3.01 of the Software Package).

The scope of Support Services is as follows:
• Support for the current and prior Releases of the Software Package for a period of no less than one 1 year from the delivery of each Release. 16 A2354.CON.JD
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• Any Upgrades to a Release will always be delivered to the then prior Version of that Release.
• SCIFORMA reserves the right to determine whether or not to make Support Services available for Releases other than the then-current and prior Releases for 1 year from the delivery of each release, and, if so, the terms and fees of such services.

SCIFORMA agrees to provide 60 days prior written Notice to the CITY in the event of any Support changes to the Contract; proposed material changes to Support must be agreed to by CITY in writing.

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EXHIBIT “B”

PRICING SCHEDULE

CONTRACT BETWEEN THE CITY OF SIMI VALLEY AND

SCIFORMA FOR THE P URCHASE OF A PROJECT
CONTROLS SYSTEM SOFTWARE, CP70200040,
RFP NO. PW 22-06

SaaS User License Fees

Total Annual Cost = $17,000 USD (1
st year); $18,600 USD (2nd year);
$20,328 USD (3rd year)

This cost covers the following users and roles:

User Role Count
Principal Engineer 1
System Administrator 1
Portfolio Engineer 2
Project Engineer 4
Project Technician 1

Total 9

If the CITY identifies the need for additional users beyond those identified above, Sciforma will provide a cost proposal for the identified additional users for consideration as an amendment to this contract.

Non-Production Environments

Item Count
Annual
cost
TEST environment 1 $3,000.00
Total $3,000.00

Schedule of payments

During the term of this contract, Sciforma will invoice the annual fees for the following year at each anniversary date. This means:

Items Period Amount
SaaS User Licenses and Non-Production Environment Year 1 1st year $20,000.00 SaaS User Licenses and Non-Production Environment Year 2 2nd year $21,600.00 SaaS User Licenses and Non-Production Environment Year 3 3rd year $23,328.00 Total for 3-year period $64,928.00
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EXHIBIT "C"
CO

NTRACT BETWEEN THE CITY OF SIMI VALLEY AND

SCIFORMA FOR THE P URCHASE OF A PROJECT
CONTROLS SYSTEM SOFTWARE, CP70200040,
RFP NO. PW 22-06
C
onsultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or i n connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.

M
inimum Scope and Limit of Insurance
C
overage shall be at least as broad as:

1. C
ommercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit appli es, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. A
utomobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. W
orkers’ Compensation insurance as required by the State of Califor nia, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. Consultant hereby certifies that it is aware of the provisions of Section 3700 et seq., of the Labor Code which require every employer to be insured against liability for Workers' Compensation.

I
f the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the 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.

Other Insurance Provisions - The insurance policies are to contain, or be endorsed to contain, the following provisions:

A
dditional Insured Status
The City of Simi Valley, its Boards, Officers, Agents, Officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability 19 A2354.CON.JD
RFP No. PW-2206 – Purchase of Software
coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

Primary Coverage
For any claims related to this project/contract, the Consultant’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its Boards, Officers, Agents, Officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its Boards, Officers, Agents, Officials, employees, and volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.

Notice of Cancellation
Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City.

Waiver of Subrogation
Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant, its employees, agents and subcontractors.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.

Verification of Coverage
Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

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Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that the City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.

Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

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CONTRACT FOR PROFESSIONAL SERVICES BETWEEN

THE CITY OF SIMI VALEY AND SCIFORMA CORPORATION TO

PROVIDE PROFESSIONAL SERVICES TO IMPLEMENT A
PROJECT CONTROLS SYSTEM SOFTWARE , CP 70200040,
RFP NO. PW 22-06

THIS CONTRACT is made and entered into in the City of Simi Valley on this 15 day of MAY 2023, by and between the CITY OF SIMI VALLEY, a municipal corporation, hereinafter referred to as CITY, and SCIFORMA CORPORATION, a Delaware Corporation, hereinafter referred to as CONSULTANT.

RECITALS

WHEREAS, on JUNE 27 , 202 2, CITY requested proposals to provide professional services to design improvements to provide professional services to implement the proposed Project Controls System Software, CP70200040, RFP No. PW 22-06; and

WHEREAS, pursuant to such request, CONSULTANT submitted a proposal, which was accepted by CITY for the services.

NOW, THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows:

AGREEMENT

1. Recitals. The foregoing recitals are true and correct and are a part of this CONTRACT.

2. Term. The term of this CONTRACT shall be from the date this CONTRACT is made and entered, as first written above, and shall be completed no later than 100 consecutive calendar days after the receipt of the Notice to Proceed and final acceptance of all work by CITY.

3. Description of Services . The services to be performed by CONSULTANT are as follows:

Professional services to implement a Project Controls System Software for the Utilities Engineering Division . CONSULTANT agrees to perform the services more specifically set forth in the “Scope of Work” attached hereto and incorporated herein as Exhibit “A”. CONSULTANT will meet the CITY at least monthly to discuss the anticipated tasks planned for the month and to receive direction from CITY regarding same.

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4. Compensation and Payment.

A. The total compensation payable to CONSULTANT by CITY for services under this CONTRACT shall not exceed the sum of $76,250 USD (the “Not- To-Exceed Amount”), and shall be earned as the work progresses. Payment will be made based on the rates contained in the “Schedule of Fees” as set forth in Exhibit “B” attached hereto and incorporated herein. CONSULTANT acknowledges that CONSULTANT is not guaranteed to receive the Not -To-Exceed Amount or any particular or minimum amount of compensation or work under this CONTRACT.

B. After CONSULTANT has performed the services as specified in this CONTRACT, CITY shall be obligated to pay CONSULTANT based upon the actual CITY-authorized services received by CITY at the rates established as a part of this CONTRACT. In no event shall the total amount paid exceed the CONTRACT Not -to- Exceed Amount unless otherwise agreed to by the parties in writing.

C. Payments to the CONSULTANT shall be made within 30 days after receipt of an original invoice from the CONSULTANT and acceptance of the services by CITY.

D. CONSULTANT shall provide CITY with written verification of the actual compensation earned, which written verification will be in a form satisfactory to CITY. Invoices shall include the work performed including a list of hours worked by personnel.

5. CONSULTANT’s Representations and Obligations
.

A. CONSULTANT shall perform as required by this CONTRACT.

CONSULTANT also warrants on behalf of itself and all subcontractors engaged for the performance of this CONTRACT that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder.

B. CONSULTANT shall obey all Federal, State, local, and special district laws, ordinances, and regulations.

C. CONSULTANT agrees to abide by CITY’s Business Tax
Ordinance, of which proof of payment must be obtained prior to performance of this CONTRACT.

D. CONSULTANT acknowledges CITY may contract with other parties for the performance of services or supplemental services as they relate to the work during the term of this CONTRACT.

6. Audit
.

A. At any time during normal business hours and as often as the CITY may deem necessary, CONSULTANT shall make available to CITY for inspection its records pertaining to this CONTRACT. CONSULTANT shall permit CITY to audit, 23 A2354.CON1.JD
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examine and/or reproduce such records. CONSULTANT will retain such financial records, time sheets, work progress reports, invoices, bills and project records for at least two (2) years after termination or final payment under this CONTRACT. This paragraph shall survive for two (2) years after termination of this CONTRACT.

B. CITY shall have the option of inspecting and/or auditing all records and other written materials used by CONSULTANT in preparing its statements to CITY as a condition precedent to any payment to CONSULTANT.

7. Hold Harmless and Indemnification
. CONSULTANT shall defend,
indemnify, and hold harmless CITY, its agents, officials, officers, representatives, and employees, from and against all claims, lawsuits, liabilities or damages of whatever nature arising out of or in connection with, or relating in any manner to any act or omission as a result of willful neglect of CONSULTANT (except for in cases of physical harm to persons or property, in which case CONSULTANT’s responsibility will not be limited to cases of willful ne glect, but in all cases), its agents, employees, and subcontractors, and employees thereof, pursuant to the performance or non-performance of this CONTRACT.

The CONSULTANT shall thoroughly investigate any and all claims and indemnify the CITY and do whatever is necessary to protect the CITY, its agents, officials, officers, representatives, and employees as to any such claims, lawsuits, liabilities, expenses, or damages arising out of this CONTRACT. The CITY shall be included as an Additional Insured in t he automobile/ liability insurance policies and endorsements of the CONSULTANT. The CONSULTANT must select an attorney acceptable to the CITY who will defend such proceeding and the CITY will control any litigation thereof. Such approval by the CITY will not be unreasonably withheld. This paragraph shall survive the termination of this CONTRACT.

8. Amendments. Any amendment, modification, or variation from the provisions of this CONTRACT shall be in writing and shall be effective only upon mutual written approval by the City Manager and CONSULTANT.

9. Anti-Discrimination. In the performance of the terms of this CONTRACT, CONSULTANT shall not engage in, nor permit subcontractors to engage in, discrimination in employment of persons because of the age, race, color, religious creed, sex, sexual orientation, national origin, ancestry, physical disability, mental disability, medical condition, or marital status of such persons. Violation of this provision may result in the imposition of penalties referred to in Labor Code Section 1735.

10. Personal Services . This Agreement is for professional services, which are personal to CITY. SCIFORMA is deemed to be specially experienced and is a key member of CONSULTANT’S firm, and shall be directly involved in performing, supervising, or assisting in the performance of this work. This key person shall communicate with, and periodically report to, CITY on the progress of the work. Should any such individual be removed from assisting in this contracted work for any reason, CITY may terminate this CONTRACT.

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11. Termination. If, during the term of this CONTRACT, CITY determines that CONSULTANT is not faithfully abiding by any term or condition contained herein, CITY may notify CONSULTANT in writing of such defect or failure to perform. The notice must give to the CONSULTANT a thirty (30) day period of time thereafter in which to perform the work or cure the deficiency. If CONSULTANT has not performed the work or cured the deficiency within the thirty (30) days specified in the notice, such failure shall constitute a breach of this CONTRACT, and CITY may terminate this CONTRACT immediately by written notice to CONSULTANT. In addition, CITY, if it terminates this CONTRACT for cause, may withhold as an offset from payments due CONSULTANT damages occasioned by such breach, including liquidated damages, if so provided herein. The CITY shall be liable to the CONSULTANT only for those fees accrued by the CONSULTANT to the date CONSULTANT receives the notice of termination. In no event, however, shall CONSULTANT be entitled to receive in excess of the CONTRACT amount.

12. Delivery of Reports in Cases of Termination. If this CONTRACT is terminated pursuant to any of the provisions contained hereinabove, and if requested to do so in writing by the CITY, the CONSULTANT shall, within fourteen (14) calendar days after receipt of such written request, deliver and turn over to the CITY all of its preparation and work on the project which were done to the date of the receipt of the notice of termination. The terms "preparation" and "work" as used in this paragraph, shall refer to and include all data and materials of whatever type that have been gathered by the CONSULTANT, and contemplated to be used or actually used, in the provision of the services as specified in this CONTRACT.

13. Complete CONTRACT . This CONTRACT and its accompanying exhibits shall constitute the complete CONTRACT between the parties hereto. No verbal agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such verbal agreement, understanding, or representation be binding upon the parties hereto.

14. Independent Contractor. It is expressly understood between the parties to this CONTRACT that no employee/employer relationship is intended.

CONSULTANT is not an agent or employee of the CITY and it is not entitled to participate in any pension plan, insurance or other benefits CITY provides for its employees.

CONSULTANT is an independent contractor in performing the Services required under this CONTRACT and will have control of all work and the manner in which it is performed.

Any provision of this CONTRACT that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work required herein or to exercise a measure of control over the work means that the CONSULTANT will follow the direction of the CITY as to the results of the work only.

15. Time of Performance. Time is of the essence in this CONTRACT.

16. Insurance. CONSULTANT shall, at CONSULTANT’S sole cost and expense, provide insurance as contained in Exhibit “C”, incorporated herein. 25 A2354.CON1.JD
RFP NO. PW-22-06 – Implementation of Software
CONSULTANT shall not commence work on the Services to be performed, until it submits proof of all insurance coverage as required.

17. Ownership of Reports and Data
. The originals of all studies,
reports, exhibits, documents, data and other work or materials prepared for, or used to comply with any term of this CONTRACT, plus any copies of same required by this CONTRACT to be furnished to the CITY by any of the other party(ies) with whom the CONSULTANT may have contract(s) pertaining to this project, shall be deemed to be public records open to inspection by the public and, as such, to be and remain the property of the CITY.

The Software Package published under the name "Sciforma" is the exclusive property of the CONSULTANT. The CONSULTANT holds all rights needed for the fulfillment of the CONTRACT. The Software Package including code, documentation, appearance, structure and organization remains the property of the CONSULTANT. The granting of usage rights does not entail the transfer of property rights to the CITY.

18. Conflict of Interest
. Neither CONSULTANT nor any employees,
agents, or subcontractors of CONSULTANT who will be assigned to this project, to the best of CONSULTANT'S knowledge, own any property or interest in properties, business relationships, or sources of income which may be affected by the performance of this CONTRACT. Should one party hereto learn of any such interest, income source, or business relationship, such fact shall immediately be brought to the attention of the other party hereto. If the parties thereupon cannot mutually agree upon a means to eliminate the conflict, CITY may terminate the CONTRACT immediately for non- performance pursuant to Section 11 herein.

In accordance with California Government Code Section 87306, CONSULTANT shall provide, if requested by CITY, a Conflict of Interest Statement, Form 700 no later than 30 days after execution of this CONTRACT, and annually thereafter prior to April 1st of each year for the duration of the CONTRACT. Failure to file any of the required statements will result in withholding payment for services rendered.

19. Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided, however, that no party hereto shall assign any of the benefits and burdens hereunder, whether voluntarily or by operation of law, without the prior written consent of the other party, which such consent shall not be reasonably withheld, and any such assignment without said consent shall be void.

20. Authority to Execute CONTRACT. Both CITY and CONSULTANT do covenant that each individual executing this CONTRACT on behalf of each party is a person duly authorized and empowered to execute contracts for such party.

21. Jurisdiction and Venue . Jurisdiction is in an appropriate court in the State of California and venue lies in Ventura County, and the parties do not consent 26 A2354.CON1.JD
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to arbitration. In the event of any dispute, each party shall bear its own fees and costs (including attorneys’ fees). This CONTRACT shall be governed by California law, without regard to conflict of law principles.

22. Non-Appropriation of Funds
. Payments due and payable to
CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of CITY. In the event CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this CONTRACT shall cover only those costs incurred up to the conclusion of the current fiscal year.

23. Taxpayer Identification N umber. CONSULTANT shall provide CITY with a complete Request for Taxpayer Identification Number and Certification, form W-9 (latest revision), as issued by the Internal Revenue Service.

24. Permits and Licenses . CONSULTANT, at its sole cost and expense, shall obtain and maintain during the term of this CONTRACT, all appropriate permits, licenses, and certificates that may be required in connection with the performance of this CONTRACT.

25. Waivers. The waiver by one party of any term or condition of this CONTRACT, or any breach thereof, shall not be construed to be a general waiver by the party or as a waiver of any other term or breach.

26. Statement of Experience . CONSULTANT warrants that it will perform its Services with at least the due care, diligence and expertise generally accepted in its industry. CONSULTANT also understands and agrees that it is being employed to perform the Services provided for by this CONTRACT because of CONSULTANT’S professed expertise and experience in performing such Services. In addition, CONSULTANT understands and agrees that while CITY or CITY’S officers, employees, agents or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONSULTANT pursuant to this CO NTRACT. As a consequence, CONSULTANT waives any right of contribution against CITY or any of CITY’S officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONSULTANT pursuant to this CONTRACT.

27. Notices. All written notices required by, or related to this CONTRACT shall be sent by Certified Mail, Return Receipt Requested, postage prepaid and addressed as listed below. Neither party to this CONTRACT shall refuse to accept such mail; the parties to this CONTRACT shall promptly inform the other party of any change of address. All notices required by this CONTRACT are effective on the day of receipt, unless otherwise indicated herein. The mailing address of each party to this CONTRACT is as follows:

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RFP NO. PW-22-06 – Implementation of Software
CITY Department of Public Works
City of Simi Valley
2929 Tapo Canyon Road
Simi Valley, CA 93063
Staff Contact: Jay Lukiewski, Principal Engineer
(805) 583-6898

28 A2354.CON1.JD
RFP NO. PW-22-06 – Implementation of Software
CONSULTANT Sciforma Corporation
600 B Street, Suite 300
San Diego, CA 92101
Contact: Oliver Aponte, Account Manager
(512) 961 8651

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written.

Attest: City of Simi Valley,
A Municipal Corporation

By:

Lucy Blanco, City Clerk Fred D. Thomas, Mayor of the City of Simi Valley, California

Approved as to Form: Sciforma Corporation

By:

David L. Caceres, City Attorney
Print Name:

Approved as to Content: Title:

By:

Brian Paul Gabler, City Manager
Print Name:

Title:

Johanna Medrano
Deputy Administrative Services Director/
Budget & Purchasing

Ronald K. Fuchiwaki
Public Works Director
29 A2354.CON1.JD
RFP NO. PW-22-06 – Implementation of Software
EXHIBIT “A”

SCOPE OF WORK

CONTRACT FOR PROFESSIONAL SERVICES BETWEEN

THE CITY OF SIMI VALEY AND SCIFORMA CORPORATION

TO PROVIDE PROFESSIONAL SERVICES TO IMPLEMENT A
PROJECT CONTROLS SYSTEM SOFTWARE, CP 70200040,
RFP NO. PW 22-06

SCIFORMA will provide the following professional services for the implementation of the Sciforma system:

• Implementation Kickoff – Participate in an initial kickoff meeting and follow-up sessions to plan and coordinate the implementation work.

• Framing system, portfolios and projects – Establish the control settings, organization, framework, and inter-related data schema for system-level, portfolio -level, and project -level data records and fields, based on provided requirements.

• CIP, Ad-Hoc and Development Automations – Establish the series of automated commands needed to create, update, and/or relate data for these three types of projects, based on provided requirements.

• Monitoring & Reporting Processes & Configurations – Establish appropriate workspaces, screens, forms and/or reports to provide needed project information for user tracking of projects and their progress, based on provided requirements.

• Project Planning & Workloads – Establish appropriate workspaces, screens, forms and/or reports to provide needed project information for user decisions regarding project schedules and resource allocations, based on provided requirements.

• System Performance & Continuous Improvements – Establish appropriate workspaces, screens , forms and/or reports to provide needed system -level or portfolio- level information on project performance, compliance with standards, and methods of improving the outcomes of project execution.

• Integrations with MUNIS and EnerGov – Establish integrations to transfer defined data sets from MUNIS and EnerGov into Sciforma, assuming the CITY post s the data sets to the SCIFORMA REST APIs.

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• Training, Coaching and Support – Assist with user on -boarding, guidance and technical support in the user testing and ul timate adoption of the platform.

The above services will be executed and performed at the direction of the City and the City’s Project Controls Consultant (AMPM Consulting LLC).

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EXHIBIT “B”

SCHEDULE OF FEES

CONTRACT FOR PROFESSIONAL SERVICES BETWEEN

THE CITY OF SIMI VALEY AND SCIFORMA TO

PROVIDE PROFESSIONAL SERVICES TO IMPLEMENT A
PROJECT CONTROLS SYSTEM SOFTWARE, CP 70200040,
RFP NO. PW 22-06

SCIFORMA will invoice on a monthly basis the Professional Services as Incurred (Time and Materials) at a rate of $250 USD per hour.

The estimated effort for the implementation of the Sciforma system is 305 hours, which is equivalent to $76,250 USD. Expenditures under the CONTRACT may not exceed the Not-to-Exceed Amount without an amendment to the CONTRACT in writing, upon the mutual agreement of the Parties.

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EXHIBIT “C”

INSURANCE REQUIREMENTS

CONTRACT FOR PROFESSIONAL SERVICES BETWEEN

THE CITY OF SIMI VALEY AND SCIFORMA TO

PROVIDE PROFESSIONAL SERVICES TO IMPLEMENT A
PROJECT CONTROLS SYSTEM SOFTWARE , CP 70200040,
RFP NO. PW 22-06

IT Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. IT Consultant shall procure and maintain for the duration of the contract insurance claims arising out of their professional services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data.

Minimum Scope and Limit of Insurance

Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office F orm CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, eith er the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. Consultant hereby certifies that it is aware of the provisions of Section 3700 et seq., of the Labor Code which r equire every employer to be insured against liability for Workers' Compensation.

4. Technology Professional Liability Errors and Omissions Insurance appropriate to the Consultant’s profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Consultant in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for 33 A2354.CON1.JD
RFP NO. PW-22-06 – Implementation of Software
breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City in the care, custody, or control of the Consultant. If not covered under the Consultant’s liability policy, such “property” coverage of the City may be endorsed onto the Consultant’s Cyber Liability Policy as covered property as follows:

b. Cyber Liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City that will be in the care, custody, or control of Consultant.

c. The Insurance obligations under this agreement shall be the greater of 1—all the Insurance coverage and limits carried by or available to the Consultant; or 2—the minimum Insurance requirements shown in this agreement. Any insurance proceeds in excess of the specified limits and coverage required, which are applicable to a given loss, shall be available to City. No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the indemnity or other obligations of the Consultant under this agreement.

If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the 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.

Other Insurance Provisions
- The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City of Simi Valley, its Boards, Officers, Agents, Officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

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Notice of Cancellation
Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City.

Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:

1. The Retroactive Date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non- renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective, or start of work date, the Consultant must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.

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Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that the City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.

Simi Valley City CouncilMay 15, 2023

Simi Valley City Council
May 15, 2023