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HomeMy WebLinkAbout25J - AGMT PWA SOFTWARE SVCSREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JUNE 5, 2018 TITLE: APPROVE AGREEMENTS WITH AECOM AND MVR CONSULTING FOR ON-CALL SOFTWARE MAINTENANCE AND DEVELOPMENT SERVICES FOR VARIOUS PUBLIC WORKS APPLICATIONS {STRATEGIC PLAN NO. 6, 1} RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1n Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with AECOM and with MVR Consulting to provide on-call software maintenance and development for the various Public Works Agency custom software applications, for a two-year term beginning June 5, 2018, and expiring June 4, 2020; with a provision for a one-year extension exercisable by the City Manager, in an aggregate amount not to exceed $50,000 annually; and a total aggregate agreement amount not to exceed $150,000 for the term of the agreements, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION Public Works Agency operates various recordkeeping software database applications for tracking a wide range of information. This data includes timesheet records, Capital Improvement Program data, Requests for Service, Department Traffic Orders, permit parking data, speed surveys, collision reports, and various other public works -related data. In additions, these database applications require routine maintenance, enhancements, and/or redesign to streamline functionality and improve user experience. On March 5, 2018, the Public Works Agency issued a Request for Proposals (RFP) for on-call software maintenance and development services on the City's website and notified qualified consulting firms. Three proposals were received and evaluated by a review panel comprised of Public Works Agency staff. The scores were based on firm experience, service record performing requested services, responsiveness to the RFP requirements, and completeness of the proposal. Following is the list of the firms and their respective scores: 25J-1 Agreement for On -Call Software Maintenance and Development Services June 5, 2018 Page 2 FIRM SCORE AECOM 89.8 MVR Consulting 86.2 Satwic 81.0 Based on the ratings, staff recommends that AECOM and MVR Consulting be retained to provide the necessary software maintenance and development services. The cost proposals from these firms were negotiated to ensure the City receives the highest quality and value. The actual costs with be based on the approved hourly rates and the time expended on a project. City staff will closely monitor the time and costs for each project. Approval of the recommended action will provide for the following: support in the correction of application errors, programming services to modify application functionality, improved documentation of existing applications, and design and development of new application modules. After awarding the agreements, the City will use a task -order system to ensure tasks are equitably allocated to each of the consultants. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds are available for expenditure starting in Fiscal Year 2018-19, and will be budgeted in Fiscal Year 2019-20 and Fiscal Year 2020-21, as outlined in the table below. Any unspent, encumbered balance will be carried forward into subsequent fiscal years as needed to fulfill the agreement, and will be spent according to the estimated spending plan below: 25J-2 Agreement for On -Call Software Maintenance and Development Services June 5, 2018 Page 3 *If extension is required Etd�win "William" Galve , P.E. Acting Executive Director Public Works Agency EWG/CR Exhibits: 1. Agreement - AECOM 2. Agreement - MVR Consulting APPROVED AS TO FUNDS & ACCOUNTS: Francisco Gutierrez xS k Executive Director Finance and Management Services Agency 25J-3 ACCOUNT ACCOUNT NO. FY 2018-19 FY 2019-20 *FY 2020-21 10117605-62300 $12,500 $12,500 $12,500 $37,500 01117620-62300 $12,500 $12,500 $12,500 $37,500 08617612-62300 $12,500 $12,500 $12,500 $37,500 08617611-62300 $12,500 $12,500 $12,500 $37,500 FISCAL YEAR TOTALS: $50,000 $50,000 $50,000 $150,000 *If extension is required Etd�win "William" Galve , P.E. Acting Executive Director Public Works Agency EWG/CR Exhibits: 1. Agreement - AECOM 2. Agreement - MVR Consulting APPROVED AS TO FUNDS & ACCOUNTS: Francisco Gutierrez xS k Executive Director Finance and Management Services Agency 25J-3 25J-4 Exhibit 1 AGREEMENT FOR SOFTWARE MAINTENANCE AND DEVELOPMENT SERVICES ON AN ON-CALL BASIS THIS AGREEMENT is made and entered into this 5th day of June, 2018 by and between AECOM ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On March 5, 2018, the City issued Request for Proposal No. 18-002, by which it sought a consultant to provide software maintenance and development services on an on-call basis for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 18-002 and addenda thereto. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on-call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 18-002 and attached as Exhibit A. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Consultant is one of two consultants selected to provide services on an as -needed basis under RFP No. 18-002. The total annual compensation for services provided by all consultants selected under RFP No. 18-002 shall not exceed $50,000 during the term of the Agreement; •including _any exterision.periods. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. Page 1 of 8 25J-5 3. TERM This Agreement shall commence on the date first written above and terminate on June 4, 2020, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for one 1 -year period upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRATOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"), Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Page 2 of 8 25J-6 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled by Consultant without thirty (30) days prior written notice to the City, except for 10 days' notice for non-payment of premium. Page 3 of 8 25J-7 (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to he selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed Page 4 of 8 25J-8 under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 Page 5 of 8 25J-9 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 Fax 714-647-5635 To Consultant: AECOM 999 Town and Country Road Orange, CA 92868 Attn: Timothy L. Maurier, Sr. Vice President A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any tenns or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. Page 6 of 8 25J-10 [111 iM"VAWI No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties farther agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Page 7 of 8 25J-11 Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: rM. Funk ssistant City Attorney RECOMMENDED FOR APPROVAL Edwin "William" Galvez, P.E. Acting Executive Director Public Works Agency CITY OF SANTA ANA RAUL GODINEZ II City Manager CONSULTANT Name: Title: Page 8 of 8 25J-12 EXHIBIT A Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR SOFTWARE MAINTENANCE AND DEVELOPMENT ON-CALL SERVICES RFP NO.: 18-002 Introduction and Background: The City of Santa Ana is located in the County of Orange in Southern California. The City encompasses 27.5 square miles and a population of over 340,000 people. The City of Santa Ana Public Works Agency is seeking qualified consultants to perform software maintenance and development services on an on-call basis for the City's various custom database software applications. The City will select up to two firms to provide these services, The City of Santa Ana Public Works Agency operates various recordkeeping software database applications for tracking a wide range of information. The data is organized and analyzed using standard database applications such as Microsoft SQL, Access or Excel. The data includes timesheet records, Capital Improvement Program web based application, request for service, department traffic orders, permit parking, speed surveys, collision reports, and various other public works related data. These database applications require routine maintenance, enhancements, or redesign to streamline functionality and improve user experience. Description of Work: The consultant shall perform software programming services for the database applications in a Microsoft Windows OS environment. The selected consultant must have strong knowledge of Microsoft Database software (Access and SQL Server). The Consultant's services shall include, but not be limited to, the following: Routine Application Maintenance Support in the correction of application errors where such errors prevent the operation of the application or have a significant impact on the application's use as determined by the City. Provide routine application updates to support new operating systems and new versions of Microsoft Office and other related products. Consultant shall be available from 7:00 a.m. to 5:00 p.m., Monday through Friday and respond to City request within one business day. City of Santa Ana RFP 18-002 Page Al -1 25J-13 Application Support and Programming Services Provide programming services to modify application functionality and create new enhancements identified and requested by the City on as needed basis. Provide new application reports identified by City on as needed basis - Data integration and migration for application enhancements including reformatting data to be compliant with new system. - All source code provided by the developer should be fully documented with comments. - Provide separate overview documents that identifies any changes incorporated in the application software. - Create or improve the documentation of existing user manuals of different software applications as needed. - Provide support to the City of Santa Ana Information Technology staff for resolution of issues related to upgrades of ancillary software systems such as SQL Server, Windows Server and browser compatibility (Chrome, IE, Firefox, etc.). Application Development and Implementation - Conduct workflow analysis including business processes, input data & report requirements, and review of existing system applications. - Design and development of application modules. Data migration and integration. - Testing of application performance, security, load and integration. - Deploy and configure the application on City network. - Maintain software application including bug fixes, updates, enhancements and version control. Support and Training Provide training to City staff on all aspects of the applications as directed by the City. Consultant shall be available from 7:00 a.m. to 5:00 p.m., Monday through Friday and respond to City request within one business day. City of Santa Ana RFP 18-002 Page Al -2 25J-14 Distribution of Work The Consultant(s) selected for this work shall provide written, "not to exceed" estimates as requested by the City for services. These estimates shall include: number of employees, job classifications, and number of hours required for the work. It shall be the Consultants responsibility to ensure they have all information deemed necessary to prepare accurate estimates. If multiple Consultants have been awarded a contract, the lowest responsive bid amongst the selected Consultants shall be awarded the corresponding job order. No work shall be allowed to proceed until authorized by the City. City Responsibilities: The City will provide information in its possession relevant to the preparation of the required information in the RFP. The City will provide only the staff assistance and the documentation specifically in referred to herein. Fee Proposal: In addition to Section III.B.3 (Submittal Requirements: Fee Proposal) fee schedule shall be structured as follows: The fee proposal shall include the firm's standard hourly fee schedule. A list of all positions and hourly rates required to perform the services described. City of Santa Ana RFP 18-002 Page Al -3 25J-15 EXHIBIT B 25J-16 C m a � N N Li N N Nm m Y N 1n W n i _ ✓'�,�P §`ib � F+~" Ow1 xJ b +srt rl rp;��.rPyyU a Nk }F^UPI 3 N ff`r u�ry`9sf� K ti 4' 11 S�i�•ti�'p9�t'i� � bl pp Go co 5 p 0 In Q H G1 _o i, AA 0 y J o w x w �a � N n .µ` F. c N N O p C O P J ¢AFN GYfQ. 0 DOFS-� 7 tq'fY m O O 4 MN m SU �. .-NM C 25J-16 C m a Exhibit 2 AGREEMENT FOR SOFTWARE MAINTENANCE AND DEVELOPMENT SERVICES ON AN ON-CALL BASIS THIS AGREEMENT is made and entered into this 5th day of June, 2018 by and between MVR Consulting ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On March 5, 2018, the City issued Request for Proposal No. 18-002, by which it sought a consultant to provide software maintenance and development services on an on-call basis for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 18-002 and addenda thereto. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows; 1. SCOPE OF SERVICES On an on-call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 18-002 and attached as Exhibit A. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Consultant is one of two consultants selected to provide services on an as -needed basis under RFP No. 18-002. The total annual compensation for services provided by all consultants selected under RFP No. 18-002 shall not exceed $50,000 during the term of the Agreement, including any extension periods. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. Page t of 8 25J-17 3. TERM This Agreement shall continence on the date first written above and terminate on June 4, 2020, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for one 1 -year period upon a writing executed by the City Manager and City Attorney, 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If tine services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRATOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subeonsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Page 2 of 8 25J-18 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance.. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. Page 3 of 8 25J-19 (iv) Consultant shall supply City with a fully executed additional insured endorsement. £ If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) forpersonal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, jest compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed Page 4 of 8 25J-20 under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Cleric of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 Page 5 of 8 25J-21 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 Fax 714-647-5635 To Consultant: MVR Consulting P.O. Box 236 Calimesa, CA 92320 Attn: Martha van Rooij en, Owner A party may change its address by giving notice in writing to the other party, Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. Page 6 of 8 25J-22 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement maybe terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Page 7 of 8 25J-23 Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR PAUL GODINEZ II Clerk of the Council City Manager APPROVED AS TO FORM CONSULTANT SONIA R. CARVALHO City Attorney By: rgfm M. Funk Name: Assistant City Attorney Title: RECOMMENDED FOR APPROVAL Edwin "William" Galvez, P.E. Acting Executive Director Public Works Agency Page 8 of 8 25J-24 EXHIBIT A Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR SOFTWARE MAINTENANCE AND DEVELOPMENT ON-CALL SERVICES RFP NO.: 18-002 Introduction and Background: The City of Santa Ana is located in the County of Orange in Southern California. The City encompasses 27.5 square miles and a population of over 340,000 people. The City of Santa Ana Public Works Agency is seeking qualified consultants to perform software maintenance and development services on an on-call basis for the City's various custom database software applications. The City will select up to two firms to provide these services. The City of Santa Ana Public Works Agency operates various recordkeeping software database applications for tracking a wide range of information. The data is organized and analyzed using standard database applications such as Microsoft SQL, Access or Excel. The data includes timesheet records, Capital Improvement Program web based application, request for service, department traffic orders, permit parking, speed surveys, collision reports, and various other public works related data. These database applications require routine maintenance, enhancements, or redesign to streamline functionality and improve user experience. Description of Work: The consultant shall perform software programming services for the database applications in a Microsoft Windows OS environment. The selected consultant must have strong knowledge of Microsoft Database software (Access and SQL Server). The Consultant's services shall include, but not be limited to, the following: Routine Application Maintenance Support in the correction of application errors where such errors prevent the operation of the application or have a significant impact on the application's use as determined by the City. - Provide routine application updates to support new operating systems and new versions of Microsoft Office and other related products. - Consultant shall be available from 7:00 a.m. to 5:00 p.m., Monday through Friday and respond to City request within one business day. City of Santa Ana RFP 18-002 Page Al -1 25J-25 Application Support and Programming Services - Provide programming services to modify application functionality and create new enhancements identified and requested by the City on as needed basis. - Provide new application reports identified by City on as needed basis. - Data integration and migration for application enhancements including reformatting data to be compliant with new system, - All source code provided by the developer should be fully documented with comments. - Provide separate overview documents that identifies any changes incorporated in the application software. - Create or improve the documentation of existing user manuals of different software applications as needed. - Provide support to the City of Santa Ana Information Technology staff for resolution of issues related to upgrades of ancillary software systems such as SQL Server, Windows Server and browser compatibility (Chrome, IE, Firefox, etc.). Application Development and Implementation Conduct workflow analysis including business processes, input data & report requirements, and review of existing system applications. Design and development of application modules, Data migration and integration. Testing of application performance, security, load and integration. Deploy and configure the application on City network. Maintain software application including bug fixes, updates, enhancements and version control. Support and Training - Provide training to City staff on all aspects of the applications as directed by the City. Consultant shall be available from 7:00 a.m. to 5:00 p.m., Monday through Friday and respond to City request within one business day. City of Santa Ana RFP 18-002 Page Al -2 25J-26 Distribution of Work The Consultant(s) selected for this work shall provide written, "not to exceed" estimates as requested by the City for services. These estimates shall include: number of employees, job classifications, and number of hours required for the work. It shall be the Consultants responsibility to ensure they have all information deemed necessary to prepare accurate estimates. If multiple Consultants have been awarded a contract, the lowest responsive bid amongst the selected Consultants shall be awarded the corresponding job order. No work shall be allowed to proceed until authorized by the City. City Responsibilities: The City will provide information in its possession relevant to the preparation of the required information in the RFP. The City will provide only the staff assistance and the documentation specifically in referred to herein. Fee Proposal: In addition to Section IH -B.3 (Submittal Requirements: Fee Proposal) fee schedule shall be structured as follows: The fee proposal shall include the firm's standard hourly fee schedule. A list of all positions and hourly rates required to perform the services described. City of Santa Ana RFP 18-002 Page Al -3 25J-27 EXHIBIT B UVAMI N Consulting City of Santa Ana Attn: Cesar Rodriguez Santa Ana Public Works Agency Request for Proposal Software Maintenance and Development On -Call Services RFP No. 18-002 S. FEE PROPOSAL (Separate Sealed Envelope) See separate sealed envelope: "MVR Consulting City of Santa Ana RFP 18-002 Fee Proposal' MVR Consulting Fee Schedule Proposal Two -Year Contract Not -to -Exceed $50,000 (Estimated $25,000 per Year) City of Santa Ana RFP 18.002: Software Maintenance and Development On -Call Services April 9, 2018 Staff Category Hourly Rate Estimated Total otal ■ Principal Programmer/App Developer Vincent van Rooljen $135 314 $42,39D ■ Principal/Contract Support Martha van Rooljen $150 48 $7,200 Sub -total $49,480 ■ Reimbursables (mileage, copies etc.) At Cost(No Mark-up) $410 Total Not -to -Exceed Per Year: $50,000 • Scope of Services: • Routine Application Maintenance ■ Application Support and Programming Services ■ Application Development and Implementation • Support and Training Notes: • Per RFP 18-002, MVR Consulting will provide written "not to exceed" estimates at City request for services, which will include number of employees, job classifications, and number of hours required for the work. ■ Hourly Rates adjust annually January 1•' per federal CPI—not to exceed 5%. 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