CONTRACT 6490 Service AgreementAgreement No. 6490
SOFTWARE SERVICES AGREEMENT
BETWEEN THE CITY OF EL SEGUNDO
AND
(WATER, INC.
THIS AGREEMENT, is entered into this 101 day of September, 2022, by and
between CITY OF EL SEGUNDO, a municipal corporation ("CITY") and [WATER,
INC. , a California corporation ("CONSULTANT").
The parties agree as follows:
1. CONSIDERATION,
A. As partial consideration, CONSULTANT agrees to perform the scope of
services attached as Exhibit 'A" and incorporated by reference
("SERVICES"). The SERVICES include installing and maintaining a
software program for various tasks associated with (WATER, INC.
("SOFTWARE").
B. As additional consideration, CONSULTANT and CITY agree to abide by
the terms and conditions contained in this Agreement;
C. As additional consideration, CITY will annually pay CONSULTANT the
compensation set forth in Exhibit A, for Annual Maintenance renewal but in
no event not to exceed more than Seven Thousand dollars ($7,000.00).
D. As additional consideration, CITY will pay CONSULTANT the
compensation set forth in Exhibit B, for a one-time charge for Scope of
Work for Professional Services and Training for InfraMAP Cloud Project
but in no event not to exceed more than Thirteen Thousand Three
Hundred and Sixty dollars
($13,360.00).
E. CITY will not be liable for any costs or expenses exceeding the sum paid to
CONSULTANT pursuant to Section 1(C) unless otherwise agreed to by the
Parties and by written amendment to this Agreement.
F. The parties agree that, upon execution of this Agreement, City
Agreements Nos. 6377 and 4282 between the parties will be of no further
force or effect and all obligations thereunder will accordingly be
discharged.
2. TERM. The term of this Agreement will be for one (1) year. This Agreement will
automatically renew, on an annual basis, on its anniversary date unless
otherwise terminated. Unless otherwise determined by written amendment
between the parties, this Agreement will terminate in the following instances:
Agreement No. 6490
A. Completion of the work specified in Exhibits "A" and "B";
B. Termination as stated in Section 7.
3. "SELF-HELP" AND "MALICIOUS" CODES PROHIBITED.
A. CONSULTANT understands and agrees that CONSULTANT's use of any
"self-help" or "malicious" codes, as defined by this Section, is prohibited
and constitutes an "unfair business practice" as defined by California law.
Notwithstanding any other provision of this Agreement that limits
CONSULTANT's liability, CONSULTANT will be fully liable for all penalties
and damages arising from use of a self-help or malicious code.
B. "Self-help code" means any back -door, time -bomb, drop -dead, time-out,
lock -up, slow -down, data freezing, logic bombs, or other software routine,
code, devices, techniques intended to disable, slow, prevent operation of,
or otherwise interfere with or change any operation of any computer
system, software or other property automatically with the passage of time
or under the prior instruction, triggering event or control of someone other
than Client.
C. "Malicious Code" means any virus, "spyware," "Trojan horse," "worm,"
"Easter egg," "canceibot," "trapdoor," or other unapproved or malicious
software routine, code, command, device, technique, or instruction or
other contaminant intended to
Permit unauthorized access to, detection of, modification of, or
monitoring of any code, system, or data;
Alter, supplement, disable, erase, limit, threaten, infect, assault,
vandalize, defraud, disrupt, damage, disable, shut down or delete,
threaten, slow or otherwise inhibit the functioning of, or otherwise
harm any of the code, documentation or data or any computer
system, software or other property;
iii. Render any data irretrievable, modified, or disrupted so as to be
unreliable in any regard;
iv. Perform any other unauthorized action, or prevent, limit, condition
or inhibit performance of authorized actions or any function
including, without limitation, to its security or end user data.
4. LAWS AND REGULATIONS. CONSULTANT will be responsible for complying
with any and all applicable Federal, State, County, and Municipal laws and regulations
and the conditions of any required licenses and permits before entering into this
Agreement. Such compliance will be at CONSULTANT's sole cost and without any
Agreement No. 6490
increase in price or time on account of such compliance, regardless of whether
compliance would require additional labor, equipment, and/or materials not expressly
provided for in the Agreement or CONSULTANT's proposal.
5. INDEMNIFICATION.
A. CONSULTANT agrees to the following:
i. Indemnification for Professional Services. CONSULTANT will
save harmless and indemnify and at CITY's request reimburse
defense costs for CITY and all its officers, volunteers,
employees and representatives from and against any and all
suits, actions, or claims, brought for, or on account of, any
injuries or damages sustained by any person or property
resulting or arising from any negligent or wrongful act, error or
omission by CONSULTANT or any of CONSULTANT's officers,
agents, employees, or representatives, in the performance of
this Agreement, except for such loss or damage arising from
CITY's error negligence or willful misconduct.
ii. Indemnification for other Damages. CONSULTANT indemnifies
and holds CITY harmless from and against any claim, action,
damages, costs (including, without limitation, attorney's fees),
injuries, or liability, arising out of this Agreement, or its
performance, except for such loss or damage arising from
CITY's error negligence or willful misconduct. Should CITY be
named in any suit, or should any claim be brought against it
by suit or otherwise, whether the same be groundless or not,
arising out of this Agreement, or its performance,
CONSULTANT will defend CITY (at CITY's request and with
counsel satisfactory to CITY) and will indemnify CITY for any
judgment rendered against it or any sums paid out in
settlement or otherwise.
i'ii. Intellectual Property Infringement. Notwithstanding any
provision to the contrary, CONSULTANT will, at its own
expense, indemnify and defend CITY against any claim that
CONSULTANT's services or work product furnished under this
Agreement infringes a patent or copyright in the United States
or Puerto Rico. In such event, CONSULTANT will pay all costs
damages and attorney's fees that a court finally awards as a
result of such claim. To qualify for such defense and payment,
CITY must (a) give CONSULTANT prompt written notice of any
such claim; and (b) allow CONSULTANT to control, and fully
cooperate with CONSULTANT in the defense and all related
settlement negotiations. CITY agrees that if the use of
Agreement No. 6490
CONSULTANT's services or work product becomes, or
CONSULTANT believes is likely to become, the subject of such
an intellectual property claim, CITY will permit CONSULTANT,
at its option and expense, either to secure the right for CITY to
continue using CONSULTANT's services and work product or
to replace it with comparable services and work product.
B. For purposes of this section "CITY" includes CITY's elected and appointed
officials, officers, employees, and volunteers.
C. It is expressly understood and agreed that the foregoing provisions will
survive termination of this Agreement.
D. The requirements as to the types and limits of insurance coverage to be
maintained by CONSULTANT as required by Section 6, and any approval
of said insurance by CITY, are not intended to and will not in any manner
limit or qualify the liabilities and obligations otherwise assumed by
CONSULTANT pursuant to this Agreement, including, without limitation, to
the provisions concerning indemnification.
6. INSURANCE.
A. Before commencing performance under this Agreement, and at all other
times this Agreement is effective, Consultant will procure and maintain the
following types of insurance with coverage limits complying, at a minimum,
with the limits set forth below:
Type of Insurance
Commercial general liability;
Professional Liability
Workers compensation
Limits combined sin le
$1, 000, 000
$1,000,000
Statutory requirement,
B. Commercial general liability insurance will meet or exceed the
requirements of the most current ISO-CGL Form. The amount of
insurance set forth above will be a combined single limit per occurrence
for bodily injury, personal injury, and property damage for the policy
coverage. Liability policies will be endorsed to name City, its officials, and
employees as "additional insureds" under said insurance coverage and to
state that such insurance will be deemed "primary" such that any other
insurance that may be carried by City will be excess thereto. Such
insurance will be on an "occurrence," not a "claims made," basis and will
not be cancelable or subject to reduction except upon thirty (30) days prior
written notice to City.
C. Professional liability coverage will be on an "occurrence basis" if such
Agreement No. 6490
coverage is available, or on a "claims made" basis if not available. When
coverage is provided on a "claims made basis," Consultant will continue to
maintain the insurance in effect for a period of three (3) years after this
Agreement expires or is terminated ("extended insurance"). Such
extended insurance will have the same coverage and limits as the policy
that was in effect during the term of this Agreement, and will cover
Consultant for all claims made by City arising out of any errors or
omissions of Consultant, or its officers, employees or agents during the
time this Agreement was in effect.
D. Consultant will furnish to City duly authenticated Certificates of Insurance
evidencing maintenance of the insurance required under this Agreement,
endorsements as required herein, and such other evidence of insurance
or copies of policies as may be reasonably required by City from time to
time. Insurance must be placed with insurers with a current A.M. Best
Company Rating equivalent to at least a Rating of "A:VII."
E. Should Consultant, for any reason, fail to obtain and maintain the
insurance required by this Agreement, City may obtain such coverage at
Consultant's expense and deduct the cost of such insurance from
payments due to Consultant under this Agreement or terminate.
7. TERMINATION OF AGREEMENT
A. During the term of this Agreement, CITY may, in its sole discretion,
terminate this Agreement with or without cause by giving written notice to
CONSULTANT. Termination will become effective immediately upon the
giving of notice as provided in this section of the Agreement. The City
Manager may exercise such right of termination on behalf of CITY.
B. Except as otherwise provided, upon termination of this Agreement, CITY
will be liable to CONSULTANT only for all work done by CONSULTANT
up to and including the date of termination of this Agreement unless the
termination is for cause, in which event CONSULTANT need be
compensated only to the extent required by law.
8. NOTICES
A. CONSULTANT will notify CITY of changes in address. All notices given or
required to be given pursuant to this Agreement will be in writing and may
be given by personal delivery or by mail. Notice sent by mail will be
addressed as follows:
To CITY:
Agreement No. 6490
CITY OF EL SEGUNDO
350 MAIN STREET
EL SEGUNDO, CA 90245-3813
To CONSULTANT:
[WATER, INC.
12 GOODYEAR, SUITE 130
IRVINE, CA 92618-3747
and, when addressed in accordance with this paragraph, will be deemed
given upon deposit in the United States mail, postage prepaid. In all other
instances, notices will be deemed given at the time of actual delivery.
Changes may be made in the names or addresses of persons to whom
notices are to be given by giving notice in the manner prescribed in this
paragraph.
9. AUDIT AND ACCESS TO RECORDS. CONSULTANT, including
CONSULTANT's subcontractors, will maintain records and other evidence of all
expenses incurred in the performance of this Agreement for a period of three (3) years
after completion. CITY or any of its duly authorized representatives will, for the purpose
of audit and examination, have access to and be permitted to inspect such records and
other evidence of expenses and costs charged to CITY and/or incurred for work related
to SERVICES. For purposes of audit, the date of completion of the Agreement will be
the date of CITY'S payment for CONSULTANT's final billing (so noted on invoice) under
this Agreement.
10. 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 the CITY. In the event the
CITY has not appropriated sufficient funds for payment of CONSULTANT services
beyond the current fiscal year, this Agreement will cover only those costs incurred up to
the conclusion of the current fiscal year.
11. INDEPENDENT CONTRACTOR. CONSULTANT, CONSULTANT's
subconsultants, employees, agents, and representatives, will act as independent
contractors while performing the SERVICES and will have control of CONSULTANT's
work and the manner in which it is performed, except as is otherwise provided herein.
CONSULTANT will be free to contract for other services performed during the term of
this Agreement. CONSULTANT is not an agent or employee of CITY and is not entitled
to participate in any pension plan, insurance, bonus or similar benefits CITY provides for
its employees.
12. ASSIGNMENT. An essential element of this Agreement is the skill and creativity
of CONSULTANT. CONSULTANT may not, therefore, assign the creative portions of
the work to a third party for the production of the work without CITY's prior written
consent. Failure to conform to this provision may result in termination of the
Agreement No. 6490
Agreement,
13. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities,
the main body of this Agreement takes precedence over the attached Exhibits; this
Agreement supersedes any conflicting provisions. Any inconsistency between the
Exhibits will be resolved in the order in which the Exhibits appear below:
A. Exhibit A; Annual Maintenance Renewal
B. Exhibit B; Scope of Work for Professional Services and Training of InfraMAP
Cloud Project.
14. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the
Parties' entire understanding. There are no other understandings, terms or other
agreements expressed or implied, oral or written. There are two (2) attachments to this
Agreement. Except as otherwise provided, this Agreement will bind and inure to the
benefit of the Parties to this Agreement and any subsequent successors and assigns.
15. MODIFICATION. No alteration, change or modification of the terms of the
Agreement will be valid unless made in writing and signed by both Parties hereto and
approved by appropriate action of CITY. The city manager may exercise this authority
on behalf of CITY.
16. ELECTRONIC SIGNATURES FOR SUBSEQUENT AGREEMENTS. . This
Agreement may be executed by the Parties on any number of separate counterparts,
and all such counterparts so executed constitute one Agreement binding on all the
Parties notwithstanding that all the Parties are not signatories to the same counterpart.
In accordance with Government Code § 16.5, the Parties agree that this Agreement,
Agreements ancillary to this Agreement, and related documents to be entered into in
connection with this Agreement will be considered signed when the signature of a party
is delivered by electronic transmission. Such electronic signature will be treated in all
respects as having the same effect as an original signature.
17. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with
CONSULTANT's Taxpayer Identification Number.
18. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT
represents that CONSULTANT has demonstrated trustworthiness and possesses the
quality, fitness, and capacity to perform the Agreement in a manner satisfactory to
CITY. CONSULTANT represents that CONSULTANT's financial resources, surety and
insurance experience, service experience, completion ability, personnel, current
workload, experience in dealing with private parties, and experience in dealing with
public agencies all suggest that CONSULTANT is capable of performing the proposed
contract and has a demonstrated capacity to deal fairly and effectively with and to
satisfy a public agency.
Agreement No. 6490
19. WAIVER. A waiver by CITY of any breach of any term, covenant, or condition
contained in this Agreement will not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant, or condition contained in this
Agreement whether of the same or different character. The payment or acceptance of
fees for any period after a default will not be deemed a waiver of any right or
acceptance of defective performance.
20. SEVERABILITY. If any portion of this Agreement is declared by a court of
competent jurisdiction to be invalid or unenforceable, then such portion will be deemed
modified to the extent necessary in the opinion of the court to render such portion
enforceable and, as so modified, such portion and the balance of this Agreement will
continue in full force and effect.
21. TIME IS OF ESSENCE, Time is of the essence for each and every provision of
this Agreement.
22. FORCE MAJEURE. Should performance of this Agreement be prevented due to
fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military
authority, the natural elements, or other similar causes beyond the Parties' reasonable
control, then the Agreement will immediately terminate without obligation of either party
to the other.
23. INTERPRETATION; VENUE. This Agreement and its performance will be
governed, interpreted, construed and regulated by the laws of the State of California.
Exclusive venue for any action involving this Agreement will be in Los Angeles County..
[SIGNATURES ON NEXT PAGE]
Agreement No. 6490
IN WITNESS WHEREOF the parties hereto have executed this contract the day
and year first hereinabove written.
CITY OF EL SEGUNDO
se lgefon, usrecror
(nforr ation Technology Se
Department
ATTEST:
Tracy eaver,
City Clerk
APPROVED AS TO FORM:
MARK D. HENSLEY, CITY ATTORNEY
Joaquin 1zquez,
Deputy Ci y Attorney
Hank I61isVIvlanagement
!WATER, INC,
J Rhodes u� es
Chief Financial Officer
Taxpayer ID No.330906922
Agreement No. 6490
iWater, Inc.
12 Goodyear, Suite 130
Irvine, CA 92618-3747
Websites: www.!Water.org
www.infra MAPsoftwa re.com
BILL TO:
City of El Segundo
Attn: Accounts Payable
350 Main Street
El Segundo, CA 90245
EXHIBIT -"A"
i Wa t e r
infraWil i0 a
rc
INVOICE
Date Invoice #
3/1/2022 9317
LOCATION
City of El Segundo
Jason Martin
350 Main Street
El Segundo, CA 90245
Your infraMAP Support currently expires on:06/01/2022
ITEM DESCRIPTION
infraMAP Field Maint Annual Maintenance for infraMAP Enterprise
Includes one (1) additional year of software upgrades and support
For Software Licenses Purchased:
7 - Enterprise October 2012
SUPPORT TERMS: 06/01/2022 - 05/31/2023
PO #: 71-00378 dated 03/08/2022
DEPI PO or REG PO PAYMENT
�. '7/ — 3 7
- eQ._
5Z � ycn 7,10 r ?
' THIS AMOUNT ! cc
EI;liP1T O77—
El Segundo 9.50%
Please visit our websites at www.iWater.org
infivWP Licenses Et www.infraMAPSoftware.com
heldlEnterprise. 7 SlandardlOff_' NOW, Manager.;
P.O. #: 71-00378
Terms: Net 90 Days
Due: 5/3012022
TY RATE . Q AMOUNT
7 1,006 00 1 7,000.00
9.50% 1 0.00
TOTAL: $7,000.00
`1.—_
Please make checks payable to Mater, Inc.
EXHIBIT - "B"
Agreement No. 6490
Hater, Inc.(iDv'k/4ter
12 Goodyear, Suite 130
Irvine, CA 92618-3747
Please visit our websile at: uvinv.r14aler,org
Bill To:
City of El Segundo
Attn: Accounts Payable
350 Main Street
El Segundo, CA 90245
Estimate
DATE ESTIMATE #
Infr iF 9R(,®
SOFIGORE 8/31/2022 208441
Esfiniale pricing valid for 30 days
Ship To:
City of El Segundo
350 Main Street
El Segundo, CA 90245
Line items and services are billed when delivered. P.O. No,
Payment is dace 30 days.fi•oni date of invoice.
Agreement 96377
Rep
ARH
Terms
Net 30 D...
Project
Item
Description
Qty
Cost
Total
City of El Segundo infraMAP Cloud Project
Professional Serv...
Off -Site Professional Services to configure Tasks 1 to 7 in Scope of Work
1
12,880.00
12,880.00
Document.
Training,Virtual
Virtual Training for infraMAP Software.
4
120.00
480.00
User Training Session — online virtual session to present initial tasks, forni(s)
setup with the workflows and functionality included in the infraMAP software
application. Price is per hour.
Sales Tax (9.5%)
S0.00
Approved By:
Total: $13,360.00
Date.
PLEASE NOTE: This Estimate does not include any insurance endorsements. Certificates and/or endorsements will be
provided upon request. There is an added cost for all Additional Insured endorsements and Waivers of Subrogation.
Customer is also responsible for all applicable sales tax, whether or not specified.
EXHIBIT - "B"
Agreement No. 6490
x
�.x
^* te,
Scope of Work
Task 1; Fick -Off Meeting
Conducted by iWater project staff and the City of El Segundo project management team, we will
review and define the project plain, iWater will discuss the project plan and approach, along with
expected results from each phase.
Task 2: infraMAP Configuration
iWater will work with City of El Segundo to establish the necessary users
who need access to infraMAP Software along with their role.
Task 3: Feature/Map Services
infraMAP Customer Success team members will work with City of El
Segundo's G1S team members to establish the necessary Map/Feature
Services to be displayed in infraMAP Software. Our Admin Application
allows City of El Segundo to Add/Delete which services theywould
like to have available in infraMAP. More specifically these will be
Secured Feature/Map Services published through City of El Segundo's
ArcG1S Online using Oauth2 to authenticate the Esri GIS Data into
infraMAP to keep all transactional data encrypted.
Attribute info from a specific Feature Class can be displayed in
infra MAP. City of El Segundo can limit which attribute(s) have
read/write permissions from the Published Esri Service. This allows ..
for an extra layer protection of sensitive data. -
Task 4: Form Design
Configure 8 forms for Water, Sewer and Storm data collection. Workflow will start with a pre -
configured form to configure infraMAP forms frorn existing paper/digital per customers design
requirements. Data for the facility will be imported and schema will be created to use for each task
with corresponding form. Customer will receive training is import data, create or modify tasks and
forms in-house during the form design process.
iWater, Inc. Confidential page 9 113112022
Agreement No. 6490
EXHIBIT - "B"
1"
e"q
Scope of Work
Task 5: Single Sign -On (SSQ)
At this stage iWater customer succuss team members will work with City of El Segundo IT Staff to
configure SSO with Active Directory Federated Services. Federation allows infi-aMAP Users to
authenticate againstActive Directory with no need to enter a separate password to access infraMAP.
This function will provide City IT with greater control for users who access infraMAP and allow users
to sign in once to access multiple systems.
Task 7: infraMAP System Configuration Review
In this meeting all City of El Segundo team members with participate in the form design review.
Team members will be able make change requests, if applicable to the infraMAP system. With the
implementation of infraMAP Software at the City of El Segundo all team members input is key to
success.
Task 8: Virtual Training
User Training Session — online virtual session to present initial tasks, forms) setup with the
workflows and functionality included in the infraMAP software application.
Included At No Additional Cost:
Our team also proposes to integrate infraMAP with USA North. This will allow for 811 tickets to
come into infraMAP in Real -Time, auto assign to a user, complete Ticket and send Positive Response
back to the call center (USA North mandate January 1, 2021). Users can also attach photos to the
ticket, document notes and search for previously completed tickets.
iWater, Inc. Confidential Page 10 1/31,/2022