HomeMy WebLinkAboutC-8885-1 - PSA for Mobile and Cloud-Based Water Tracking and Compliance Management Platform+1
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co AMENDMENT NO. ONE TO
PROFESSIONAL SERVICES AGREEMENT
WITH AQUATRAX LLC FOR
V MOBILE AND CLOUD -BASED WATER TRACKING AND COMPLIANCE
MANAGEMENT PLATFORM
THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT
("Amendment No. One") is made and entered into as of this 9th day of April, 2024
("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City"), and AQUATRAX LLC, a California limited
liability company ("Consultant"), whose address is 4 Sunrise Avenue, Irvine, CA 92603,
and is made with reference to the following:
RECITALS
A. On May 18, 2022, City and Consultant entered into a Professional Services
Agreement ("Agreement") to provide Mobile and Cloud -Based Water Tracking and
Compliance Management Platform ("Project").
B. The parties desire to enter into this Amendment No. One to amend the Agreement
to reflect certain on -call service provisions in Section 2, Section 3.1, Section 4 and
Section 16 of the Agreement, to reflect additional Services not included in the
Agreement, to extend the term of the Agreement to April 30, 2027, to increase the
total compensation, and to update Section 25.3 of the Notices section.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on the Effective Date, and shall
terminate on April 30, 2027, unless terminated earlier as set forth herein."
2. SERVICES TO BE PERFORMED
Section 2 to the Agreement is amended in its entirety and replaced with the
following:
"2.1 Consultant shall diligently perform all the services described in the Scope
of Services attached hereto as Exhibit A and incorporated herein by reference (`Services"
or "Work"). City may elect to delete certain Services within the Scope of Services at its
sole discretion. Upon written request from the Project Administrator as defined herein,
Consultant shall provide a letter proposal for any as -needed Services/Additional Modules
requested by the City (hereinafter referred to as the "Letter Proposal'). The Letter
Proposal shall include the following:
2.1.1 A detailed description of the Services to be provided;
2.1.2 The position of each person to be assigned to perform the Services,
and the name of the individuals to be assigned, if available;
and
2.1.3 The estimated number of hours and cost to complete the Services;
2.1.4 The time needed to finish the specific project.
2.2 No as -needed Services shall be provided until the Project Administrator has
provided written acceptance of the Letter Proposal. Once authorized to proceed,
Consultant shall diligently perform the duties in the approved Letter Proposal."
Exhibit A to the Agreement shall be supplemented to include the Scope of
Services, attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). Exhibit A to the Agreement and Exhibit A to this Amendment No. One shall
collectively be known as "Exhibit A." The City may elect to delete certain Services within
the Scope of Services at its sole discretion.
3. TIME OF PERFORMANCE
Section 3.1 of the agreement is amended in its entirety and replaced with the
following:
"3.1 Time is of the essence in the performance of Services under this Agreement
and Consultant shall perform the Services in accordance with the schedule included in
Exhibit A and the Letter Proposal. In the absence of a specific schedule, the Services
shall be performed to completion in a diligent and timely manner. The failure by
Consultant to strictly adhere to the schedule set forth in Exhibit A and the Letter Proposal,
if any, or perform the Services in a diligent and timely manner may result in termination
of this Agreement by City."
4. COMPENSATION TO CONSULTANT
Section 4 of the Agreement is amended in its entirety and replaced with the
following:
"4.1 City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Letter Proposal
and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein
by reference. Consultant's compensation for all Work performed in accordance with this
Agreement, including all reimbursable items and subconsultant fees, shall not exceed
Three Hundred Seventy Thousand Dollars and 00/100 ($370,000.00), without prior
written authorization from City. No billing rate changes shall be made during the term of
this Agreement without the prior written approval of City.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and/or the specific
task in the Scope of Services to which it relates, the date the Services were performed,
the number of hours spent on all Work billed on an hourly basis, and a description of any
AQUATRAX LLC Page 2
reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar
days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses specifically
identified in Exhibit B to this Agreement and the Letter Proposal or specifically approved
in writing in advance by City.
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the Project,
but which is not included within the Scope of Services and which the parties did not
reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B and the Letter Proposal."
The total amended compensation reflects Consultant's additional compensation
for additional Services to be performed in accordance with this Amendment No. One,
including all reimbursable items and subconsultant fees, in an amount not to exceed Two
Hundred Fifty Thousand Dollars and 001100 ($250,000.00).
Exhibit B to the Agreement shall be supplemented to include the Schedule of
Billing Rates, attached hereto as Exhibit B and incorporated herein by reference. Exhibit
B to the Agreement and Exhibit B to Amendment No. One shall collectively be known as
"Exhibit B."
5. SUBCONTRACTING
Section 16 of the Agreement is amended in its entirety and replaced with the
following: "The subcontractors authorized by City, if any, to perform Work on this Project
are identified in Exhibit A and the Letter Proposal. Consultant shall be fully responsible
to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall
create any contractual relationship between City and any subcontractor nor shall it create
any obligation on the part of City to pay or to see to the payment of any monies due to
any such subcontractor other than as otherwise required by law. City is an intended
beneficiary of any Work performed by the subcontractor for purposes of establishing a
duty of care between the subcontractor and City. Except as specifically authorized herein,
the Services to be provided under this Agreement shall not be otherwise assigned,
transferred, contracted or subcontracted out without the prior written approval of City."
6. NOTICES
Section 25.3 of the Agreement is amended in its entirety and replaced with the
following: "All notices, demands, requests or approvals from City to Consultant shall be
addressed to Consultant at:
Attn: Amit Sharma
AQUATRAX, LLC
4 Sunrise
Irvine, CA 92603"
AQUATRAX LLC Page 3
7. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
AQUATRAX LLC Page 4
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 3 2 ff
By:
ar n C. 3 �s
tify Attorn y�/
ATTEST:
Date: � a) X14
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Brown
City Clerk
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C��FOR%
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: ``//-2- A11zIf
By:
Will O'Neil
Mayor
CONSULTANT: AQUATRAX LLC, a
California li ited liability company
Date: L11 151 i::�
By:
Amit Sharma
Chief Executive Officer/
Managing Member
uh5/2CA
Date.
By:
Prachi Sharma
Secretary/
Managing Member
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
AQUATRAX LLC Page 5
EXHIBIT
SCOPE OF SERVICES
AQUATRAX LLC Page A-1
AMENDED SCOPE OF SERVICES
Description:
The overall goal is to have a mobile and cloud -based water tracking and compliance management
platform for both its customers and for internal use. A technology platform designed to be user
friendly and intuitive with customizable visual dashboards, alert notifications, consumption
analytics, and reporting modules. Consultant shall deliver a product with the following capabilities:
1) Tools to simplify compliance reporting/auditing with SB 555, SB 606
2) Real-time water usage/budget
3) Business analytics accessing real-time AMI usage data
4) Graph and tabular display of billed consumption, Infosend e-Bill Presentment, and AMI
consumption data
5) Ability to identify high/low water users and leak analytics
6) Automatic notification to customers of high consumption and leak detection
7) Customer engagement platform — mobile and web portal
8) Capability to configure consumption target rules by customer class
a. SFR and MFR e.g. Household * 55 gallons * Days in Billing Cycle / 748) +
(Outdoor Square Footage * Daily evaporations * .7 * .62/748)
b. 3 year running average (2019 baseline)
9) Ability to utilize City owned ETo weather station data
10) Daily sync of City owned demographic and consumption data via API or file transfer
UTILITY PORTAL
The scope of the project shall include the implementation and maintenance of the following
Utility Portal facing features and capabilities:
1) Dashboard interface that has the same view as customer portal with additions noted
below.
2) Customer Segmentation Analytics and Dashboard
3) High Usage or Above Allocation Usage and Leak Analytics
4) Ability to send notifications to one or many customers via push notification or email
5) Weather and Landscape coefficient -based Water Budget Analysis
6) Customer AMI Usage data
7) Integration with Mueller AMI, Infosend and Tyler Munis
8) Ad -Hoc reporting capabilities against all data contained within the proposed solution.
9) Ability to export all reporting data to Excel/CSV
10) Billing history consumption display and comparison
11) Ability to take notes in a structured form
CUSTOMER PORTAL
The scope of the project shall include the implementation and maintenance of the following
Customer Portal facing features and capabilities:
1) Infosend Single Sign -On built in for customer portal login
2) SSO Authentication from Infosend for direct login
3) Infosend a -Bill Integration
4) Data Integration with Infosend, Mueller
5) AMI Dashboard
6) Track Usage and Compare
7) Display consumption data in hourly, daily, weekly, monthly increments
8) Communication via email and or a chatbot.
9) Ability to submit a variance for budget allocation
EXPANDED SCOPE/ADDITIONAL SERVICES FOR EACH PORTAL:
• AMI Leak Management
• Case Worker Assignment
• AMI Conservation Reports
• Meter Insight
• Water Continuous Consumption, Performance, and UI/UX enhancements
• Missing AMI reads
• Data Transfer Notifications
AS -NEEDED SERVICES/ADDITIONAL MODULES
AquaTrax, with approval of the City's Project Manager, may perform special projects or integrate
new applications to the City Utility and/or Customer Portals.
EXHIBIT B
SCHEDULE OF BILLING RATES
AQUATRAX LLC Page B-1
EXHIBIT B
SCHEDULE OF BILLING RATES
MOBILE AND CLOUD -BASED WATER TRACKING AND COMPLIANCE MANAGEMENT
PLATFORM
DESCRIPTION OF ONGOING MAINTENANCE
SERVICES
COST
Utility Portal: Customer Dashboard, Customer
segmentation analytics and reports, Customer GIS Map,
Customer Information, Account Information, Meter
Information, Property Information, Billing Information, High
Usage Analytics, Notifications, Issue Management
$36,540
Variance Request, AMI Mueller Data, Admin, Reports
(annual)
Customer Portal/App: SSO built in for customer portal;
Data integration with Infosend; Dashboard; Usage tracking
and comparing; AMI data integration; Display hourly and
daily data; Notifications.
Expanded Scope for Each Portal: AMI Leak
Management, Case worker assignment, AMI Conservation
$5,000
Reports, Meter Insight, Water Continuous Consumption,
(annual)
Performance, and UI/UX enhancements, Missing AMI
Reads, Data Transfer Notifications.
TOTAL COST MAINTENANCE OF PORTALS (1 YR)
$41,540
TOTAL COST MAINTENANCE SERVICES AND CLOUD
HOSTING FEES (3-YRS) (Includes 2.5% CPI
$145,000
Adjustment)*
AS -NEEDED SPECIAL PROJECTS OR APPLICATIONS
UP TO $105,000 TOTAL
TO THE UTILITY AND/OR CUSTOMER PORTALS
TOTAL NOT TO EXCEED COMPENSATION (3-YRS)
UP TO $250,000
"CPI adjustment of 2.5% each year on the annual ongoing maintenance costs. Any third -party costs such
as Microsoft Azure cloud hosting, etc., will be passed through to the City. (The total hosting cost will be
shared evenly across the number of customers with Aqua Trax. The hosting cost may actually go down as
Consultant integrates new customers on the cloud platform). For the City, the hosting cost will not exceed
$5,000 per year.
I
m
4� PROFESSIONAL SERVICES AGREEMENT
WITH AQUATRAX LLC FOR
V MOBILE AND CLOUD -BASED WATER TRACKING AND COMPLIANCE
MANAGEMENT PLATFORM
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 18th day of May, 2022 ("Effective Date"), by and between the CITY
OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and
AQUATRAX LLC, a California limited liability company ("Consultant"), whose address on
file with the Secretary of State is 4 Sunrise, Irvine, CA 92603, with a mailing address of
2372 Morse Avenue, Suite 647, Irvine, CA 92614, and is made with reference to the
following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to provide Mobile and Cloud Based Water
Tracking and Compliance Management Platform ("Project").
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows.-
1 . TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on April 30, 2024, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this Agreement
and Consultant shall perform the Services in accordance with the schedule included in
Exhibit A. In the absence of a specific schedule, the Services shall be performed to
completion in a diligent and timely manner. The failure by Consultant to strictly adhere to
the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely
manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of Billing
Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's
compensation for all Work performed in accordance with this Agreement, including all
reimbursable items and subconsultant fees, shall not exceed One Hundred Twenty
Thousand Dollars and 00/100 ($120,000.00), without prior written authorization from
City. No billing rate changes shall be made during the term of this Agreement without the
prior written approval of City.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and/or the specific
task in the Scope of Services to which it relates, the date the Services were performed,
the number of hours spent on all Work billed on an hourly basis, and a description of any
reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar
days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses specifically
identified in Exhibit B to this Agreement or specifically approved in writing in advance by
City.
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4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the Project,
but which is not included within the Scope of Services and which the parties did not
reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Amit Sharma to be its
Project Manager. Consultant shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Consultant warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project Manager
and any other assigned staff shall be equipped with a cellular phone to communicate with
City staff. The Project Manager's cellular phone number shall be provided to City.
6. ADMINISTRATION
This Agreement will be administered by the Utilities. City's Utilities Manager or
designee shall be the Project Administrator and shall have the authority to act for City
under this Agreement. The Project Administrator shall represent City in all matters
pertaining to the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all existing
relevant information on file at City. City will provide all such materials in a timely manner
so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional standards
and with the ordinary degree of skill and care that would be used by other reasonably
AQUATRAX LLC Page 3
competent practitioners of the same discipline under similar circumstances. All Services
shall be performed by qualified and experienced personnel who are not employed by City.
By delivery of completed Work, Consultant certifies that the Work conforms to the
requirements of this Agreement, all applicable federal, state and local laws, and legally
recognized professional standards.
8.2 Consultant represents and warrants to City that it has, shall obtain, and shall
keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers and employees (collectively, the "Indemnified Parties") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorneys' fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate
(directly or indirectly) to any breach of the terms and conditions of this Agreement, any
Work performed or Services provided under this Agreement including, without limitation,
defects in workmanship or materials or Consultant's presence or activities conducted on
the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions
of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants,
subcontractors, anyone employed directly or indirectly by any of them or for whose acts
they may be liable, or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising from the sole
negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall
be construed as authorizing any award of attorneys' fees in any action on or to enforce
the terms of this Agreement. This indemnity shall apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by Consultant.
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10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No civil
service status or other right of employment shall accrue to Consultant or its employees.
Nothing in this Agreement shall be deemed to constitute approval for Consultant or any
of Consultant's employees or agents, to be the agents or employees of City. Consultant
shall have the responsibility for and control over the means of performing the Work,
provided that Consultant is in compliance with the terms of this Agreement. Anything in
this Agreement that may appear to give City the right to direct Consultant as to the details
of the performance of the Work or to exercise a measure of control over Consultant shall
mean only that Consultant shall follow the desires of City with respect to the results of the
Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in order
to ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the term
of this Agreement or for other periods as specified in this Agreement, policies of insurance
of the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall be
construed as an assignment: The sale, assignment, transfer or other disposition of any
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of the issued and outstanding capital stock of Consultant, or of the interest of any general
partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or
joint -venture or syndicate or co -tenancy, which shall result in changing the control of
Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five
percent (25%) or more of the assets of the corporation, partnership or joint -venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such subcontractor
other than as otherwise required by law. City is an intended beneficiary of any Work
performed by the subcontractor for purposes of establishing a duty of care between the
subcontractor and City. Except as specifically authorized herein, the Services to be
provided under this Agreement shall not be otherwise assigned, transferred, contracted
or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other writing
produced, including but not limited to, websites, blogs, social media accounts and
applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant,
its officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole right
to use such materials in its discretion without further compensation to Consultant or any
other party. Additionally, all material posted in cyberspace by Consultant, its officers,
employees, agents and subcontractors, in the course of implementing this Agreement,
shall become the exclusive property of City, and City shall have the sole right to use such
materials in its discretion without further compensation to Consultant or any other party.
Consultant shall, at Consultant's expense, provide such Documents, including all logins
and password information to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by Consultant
pursuant to this Agreement are not intended or represented to be suitable for reuse by
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from
Consultant will be at City's sole risk and without liability to Consultant. Further, any and
all liability arising out of changes made to Consultant's deliverables under this Agreement
by City or persons other than Consultant is waived against Consultant, and City assumes
full responsibility for such changes unless City has given Consultant prior notice and has
received from Consultant written consent for such changes.
17.3 All written documents shall be transmitted to City in formats compatible with
Microsoft Office and/or viewable with Adobe Acrobat.
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18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept confidential
unless City expressly authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including costs,
contained in Consultant's Documents provided under this Agreement.
20. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed 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 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 City to examine, audit and make transcripts or
copies of such records and invoices during regular business hours. Consultant shall allow
inspection of all Work, data, Documents, proceedings and activities related to the
Agreement for a period of three (3) years from the date of final payment to Consultant
under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall not
discontinue Work as a result of such withholding. Consultant shall have an immediate
right to appeal to the City Manager or designee with respect to such disputed sums.
Consultant shall be entitled to receive interest on any withheld sums at the rate of return
that City earned on its investments during the time period, from the date of withholding of
any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Consultant,
the additional design, construction and/or restoration expense shall be borne by
Consultant. Nothing in this Section is intended to limit City's rights under the law or any
other sections of this Agreement.
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23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
24. CONFLICTS OF INTEREST
24.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et
seq., which (1) require such persons to disclose any financial interest that may
foreseeably be materially affected by the Work performed under this Agreement, and (2)
prohibit such persons from making, or participating in making, decisions that will
foreseeably financially affect such interest.
24.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant
shall conform to all requirements therein. Failure to do so constitutes a material breach
and is grounds for immediate termination of this Agreement by City. Consultant shall
indemnify and hold harmless City for any and all claims for damages resulting from
Consultant's violation of this Section.
25. NOTICES
25.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Utilities Manager
Utilities
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
25.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Amit Sharma
AQUATRAX LLC
2372 Morse Avenue, Suite 647
Irvine, CA 92614
AQUATRAX LLC Page 8
26. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in writing,
all claims for compensation under or arising out of this Agreement. Consultant's
acceptance of the final payment shall constitute a waiver of all claims for compensation
under or arising out of this Agreement except those previously made in writing and
identified by Consultant in writing as unsettled at the time of its final request for payment.
Consultant and City expressly agree that in addition to any claims filing requirements set
forth in the Agreement, Consultant shall be required to file any claim Consultant may have
against City in strict conformance with the Government Claims Act (Government Code
sections 900 et seq.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the provisions
of this Agreement at the time and in the manner required, that party shall be deemed in
default in the performance of this Agreement. If such default is not cured within a period
of two (2) calendar days, or if more than two (2) calendar days are reasonably required
to cure the default and the defaulting party fails to give adequate assurance of due
performance within two (2) calendar days after receipt of written notice of default,
specifying the nature of such default and the steps necessary to cure such default, and
thereafter diligently take steps to cure the default, the non -defaulting party may terminate
the Agreement forthwith by giving to the defaulting party written notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for which
Consultant has not been previously paid. On the effective date of termination, Consultant
shall deliver to City all reports, Documents and other information developed or
accumulated in the performance of this Agreement, whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Recitals. City and Consultant acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject
to approval of the Project Administrator and City.
28.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
AQUATRAX LLC Page 9
of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
28.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
AQUATRAX LLC Page 10
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: !�'/i 2/z-?—
By: A �
ar n C. Ffarp'�-
Citq
Attorney
ATTEST:
Date:
By:iLj'J4;AhAA
Lei ani T.vBrown
City Clerk
CITY OF NEWPORT BEACH,
a California unicipal corporation
Date: 24 24 2 Z'
By:
Gr K. Leung
C' anager
CONSULTANT: AQUATRAX LLC, a
California limited liability company
Date:
J
Amit Sharma
Chief Executive Officer/
Managing Member
Date:
By:
Qv/
Prachi Sharma
Secretary/
Managing Member
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
AQUATRAX LLC Page 11
EXHIBIT A
SCOPE OF SERVICES
AQUATRAX LLC Page A-1
SCOPE OF SERVICES
Objective:
Consultant shall provide the following services to the City, under the direction of the Utilities
Department, which shall identify specific tasks, deliverables, and deadlines on an as -needed
basis.
Description:
Consultant shall provide to City a mobile and cloud -based water tracking and compliance
management platform. A technology platform designed to be user friendly and intuitive with
customizable visual dashboards, alert notifications, consumption analytics, and reporting
modules. More detail of expected product capabilities:
1) Tools to simplify compliance reporting/auditing with SB 555, SIB 606
2) Real-time water usage/budget
3) Business analytics accessing real-time AMI usage data
4) Graph and tabular display of billed consumption, Infosend a -Bill Presentment, and AMI
consumption data
5) Ability to identify high/low water users and leak analytics
6) Automatic notification to customers of high consumption and leak detection
7) Customer engagement platform — mobile and web portal
8) Capability to configure consumption target rules by customer class
a. SFR and MFR e.g. Household * 55 gallons * Days in Billing Cycle / 748) +
(Outdoor Square Footage * Daily evaporations * .7 * .62/748)
b. 3 year running average (2019 baseline)
9) Ability to utilize City owned ETo weather station data
10) Daily sync of City owned demographic and consumption data via API or file transfer
The scope of the project shall include the implementation of the following Utility facing features
and capabilities:
1) Dashboard interface that has the same view as customer portal with additions noted
below.
2) Customer Segmentation Analytics and Dashboard
3) High Usage or Above Allocation Usage and Leak Analytics
4) Ability to send notifications to one or many customers via push notification or email
5) Weather and Landscape coefficient -based Water Budget Analysis
6) Customer AMI Usage data
7) Integration with Mueller AMI, Infosend and Tyler Munis
8) Ad -Hoc reporting capabilities against all data contained within the proposed solution.
9) Ability to export all reporting data to Excel/CSV
10) Billing history consumption display and comparison
11) Ability to take notes in a structured form
The scope of the project shall include the implementation of the following Customer facing
features:
1) Infosend Single Sign -On built in for customer portal login
2) SSO Authentication from Infosend for direct login
3) Infosend a -Bill Integration
4) Data Integration with Infosend, Mueller
5) AMI Dashboard
6) Track Usage and Compare
7) Display consumption data in hourly, daily, weekly, monthly increments
8) Communication via email and or a chatbot.
9) Ability to submit a variance for budget allocation
City Of Newport Beach— RFP Proposal
Product Capabilities
The scope of the Full Rollout project includes the implementation of the following components
of TRACKLE software: Utility & Customer portals. Please see attached AQUATRAX.pdf and
Screenshots.pdf for complete product screenshots.Trackle is an online web and mobile platform
that provides:
• Tools to simplify compliance reporting/auditing with SB 555, SB 606
• Real-time water usage/budget
• Business analytics accessing real-time AMI usage data
• Billed consumption, eBill/Payments, AMI consumption data
• High/Low water users, Potential leak analytics
`� • ' t ra
i
• Customer engagement platform — mobile and portal
The scope of the project shall include the implementation of the following Utility -facing
features and capabilities of the TRACKLE solution once data is provided by City Of Newport
Beach:
a. Dashboard
b. Customer Segmentation Analytics and Dashboard
c. High Usage or Above Allocation Usage and Leak Analytics
d. Weather and Landscape coefficient -based Water Budget Analysis
e. Admin
f. Customer 360 data including Mueller AMI Usage data
g. Integration with Mueller AMI, Infosend and Tyler systems
h. Process variance for water budget allocation purposes
i. Notes taking capabilities for Customer Service staff
Utility Portal (Admin Portal) and Water Analytics
The scope of the Project will include the following Utility facing features. Please see attached
AQUATRAX.pdf and Screenshots.pdf for complete product screenshots.
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■
Water Analytics
1 Water Loss
•
Aggregate Data from CIS, Billing, AMI, Weather data, Parcel data
Analysis
•
Annual Loss, Monthly Loss, Daily Loss (for AMI)
•
Water Supplied Vs Water Billed (for the same period)
•
Water from Own sources, Water Imported, Water Exported and Water
Supplied
•
Smart Water Networks
3. Water Audit
•
AWWA v5 online system for data input
Data
•
Real time component of audit data
•
Systematic population and Quality checks for Water Balance Data fields
4. Customer
•
Segmentation analytics
Usage and
0
Customer usage data
Data
0
Top water users/abusers
Analytics
•
Notifications and Alerts
Dashboard
S. High Usage This feature provides automatic leakage identification based on the
and Leak hourly interval meter data to enable City of Newport Beach users to view
Analytics the meters/accounts where a leakage pattern is detected. Specifically, the
users can:
0
• Setup configurable flow parameters by customer class (residential, SFH, etc.)
to detect leaks
• View meters/accounts in a tabular format where the leak has been detected
• Sort the leak alerts by the leak size and meter flow to identify largest leaks
Setup automatic email and alerts by customer class to notify customers
where leak has been identified (Text and IVR provided as add -on features)
6. Water TRACKLE will also provide landscape coefficient and real time weather -
Budget based Water Budget calculation philosophy. It can aggregate the Weather
data from CIMIS/Weather Underground along with Parcel data to provide
appropriate Water Budget for a parcel
Weather and landscape -based water budget calculations
• Daily and aggregated at monthly level
• Aggregated for all accounts
• Process Variance for water budget allocation
Utility Portal * (Out of scope as these are customer portal support modules)
This feature provides the complete customer information to City of
1. Customer Newport Beach staff, and customer administration capabilities.
360
Dashboard This feature provides reports and live dashboards for customer
interactions. City of Newport Beach personnel will be able to view reports
for tracking customer activity, notification status by channel, customer
browsing activity metrics, and administrative reports for daily, monthly, or
date range activity for billing, usage, notification, and preference
management activity.
• Customer registration status
• Customer service response metrics for various inbound notifications
• Customer behavior metrics including login and feature clicks by browser,
device, and time
• Notes taking capabilities for Customer Service staff
This feature provides a central view of all customer notifications for the
customer service team. City of Newport Beach personnel will be able to:
2. Notification • View all incoming notifications and respond to the customer.
• Send Ad hoc notifications including push notification, text message, email, IVR
call to one customer or a group of customers. (Text & IVR provided as add -on
features)
• Track status of all incoming and outbound notifications by message type.
• Receive and send attachments with communications.
Customer Mobile
• � t ra
The scope of the project shall not include the implementation of the following customer -facing
features and capabilities of the TRACKLE solution but can be enabled in near future when City
of Newport Beach requires them:
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1. Registration and Login — Integration with Infosend SSO
2. SSO Authentication from Infosend for direct login
3. AMI Usage —Mueller integration
4. Connect with City of Newport Beach
5. Water Coin
6. Water Consumption and Budget Allocation
7. Billing and Payment— Integration with e-Bill Infosend
8. Alerts & Notifications
9. Covid Plan* — Online video chat, Market place and online rebate processing (contact less)
10. Water Use Comparison
11. Water Conservation
12. Submit Variance for water budget increase
Request a Water Variance
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Submit Water Budget variance
(*) Asterisk indicates features that can be included post go live of original solution
# ` Feature _ _ Capabilitie
The "My City of Newport Beach Account" feature allows the
Utility customers to manage their profile, communication
preferences, and contact information in the web portal and the
mobile app. The customers can see all their accounts in a single
sign -on view and set preferences for each account. Specifically,
the customers can:
• Account registration and Login
Register, Login,
1. My Account
Connect with
2. City of Newport
Beach
Water
3. Conservation
• View and manage self- account information
• Water Coin
• View Meter details
• Set-up notification preferences by selecting the notification
type and delivery channels including email, and mobile push
alerts with the ability to add, delete, and update the contact
information for each notification type
• Manage Paper/Paperless Billing preferences
• Add and manage payment accounts for bill payment
• Update home profile survey
• Infosend integration SSO and Direct login via Infosend API
The Connect with City of Newport Beach feature provides a single click
option for the customer to contact City of Newport Beach customer
service via the mobile app, phone, and email. Specifically, the
customers will be able to:
• View all Utility customer service contact options based on request
type on the Mobile app and within the portal
• Send a message to the Utility customer service desk and receive
response
• View all the Utility's social media accounts (on Twitter, Facebook,
Google+, Instagram, and YouTube) for updates in one view within
the portal and the mobile app
• Report Water Abuse/ Report Problems
• Submit Variance for water budget increase — indoor, outdoor,
medical needs, livestock, other
The Water Conservation feature displays the Utility energy efficiency
and water conservation programs, rebates and savings tips with ability
for the customer to view and enroll these programs using any device
(desktop, tablet, smartphone). Specifically, the Utility customers will
be able to:
• View rebates and programs available
• View personalized savings tips based on customer class
(residential/C&I)
• ' t ra
• Apply for a rebate by completing and submitting an electronic
form (Applications forwarded via email to Utility personnel)
The Water Consumption feature provides the Utility customer
the visibility to their water usage and spending using chart
displays for different periods. Specifically, City of Newport Beach
customers can:
• View water meter data from Sensus — bi-monthly, monthly, daily,
and hourly intervals for up to last 12-36 months
• Access historical usage and spending for all service accounts
associated with the user
• View consolidated as well as separate representation of their
4.
Water consumption across all meters associated with their service
Consumption accounts
• View water consumption in CCF,CF or Gallons
• View water budget/allocation trend line overlaid on the usage
graph
• View projected water usage for next period
• View projected next bill amount (for residential customers on
standard rates)
• Download usage data Excel, CSV, and PDF
• Set the High Usage Alerts
The Billing feature allows the Utility customer to manage billing and
payments functions online via Infosend integration. Specifically, City of
Newport Beach customers can:
• View current balance and bill details including all services and
accounts covered in the customer's bill consistent with the billing
configuration of City of Newport Beach CIS system
• Make one-time payment or setup scheduled payments using ACH,
Billing and credit card, and bank debit card
S. Payment • View their account history including bills posted and payments
made on their account for last 12 months.
• Download copy of their historical bills in PDF format for up to 12
months via Infosend Integration.
• Options for level pay and rate analysis available dependent upon
City of Newport Beach's currently offered programs
The Notifications feature provides a central view of all
Alerts & notifications exchanged between the customer and City of
6. Notifications Newport Beach. Specifically, the customers will be able to:
0 View all notifications, alerts received from the Utility
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• Select and respond to a notification
The notification/alert types will include:
• Updates to contact information
• Updates to notification preferences — Opt -in and Opt -out
• Water leakage and high usage alert based on configurable flow
rate
• Payment accepted
• Ad hoc messages to selected customers
• Outage Notifications * — New Outage, ETR Update, and Outage
resolved (Requires OMS integration)
The Compare feature displays the customer's water use compared with
other similar customers. Specifically, City of Newport Beach customers
will be able to view their water use for past 12-36 months compared
7. Water Use
with:
Comparison
• Previous year use
• Other similar customers in neighborhood (defined as zip code and
customer segments, meter size)
• Water allocation or budget
The Outages feature provides the Utility customer a web portal and
mobile capability to view current and planned outages as well as
communicate with the Utility customer service for outage related
notifications. Specifically, the customers will be able to:
Water Outages
8.
• View a map displaying all current and planned outages along with
the impacted area, incident description, and current reported
status
• Receive individualized notifications for the outages that impact the
customer
• Report an outage from the portal or using the mobile app
The Service feature enables City of Newport Beach customers to enter
and log customer service requests, including move in, move out, and
service transfer. Customers can schedule the date and time for the
9. Water Service
service requests to be executed. Specifically, the customers will be able
to:
• Request for turn -on and turn-off Utility services
• Submit a complaint for street water waste, illegal watering, Water
variance for water allocation changes etc.
11. Smart Sprinkler
Manage and control connected smart sprinkler anywhere, anytime
from their device.
12 Green
Allow customers to view and search energy efficient/conservative
Businesses
business that are nearby the customer's current locations.
Installation Support and Integration
Client agrees to ensure integration access with the Client systems identified in this section
above prior to the completion of the planning phase. Integration to City of Newport Beach
source systems and data is dependent on access to said systems, including any API allowances
as applicable. It is anticipated that AQUATRAX team will migrate existing Customer data as
needed to the TRACKLE platform however any validation or cleansing of the source data is not
in scope. AQUATRAX team will work with City of Newport Beach team to identify and catalogue
the data for migration and agree upon a migration strategy. Upon completing the strategy for
data conversion and migration, AQUATRAX shall be responsible for taking the data in the source
format and translate and convert to the TRACKLE platform.
The scope of the project includes the following key implementation activities:
Design, configure, and setup of integrations with the following systems:
a. Billing System: File transfer using Secure FTP or API for water consumption, billing,
account balance, and customer information provided by billing company Tyler/Infosend
b. Mueller AMI data integration for hourly, daily water consumption
c. Online a -Bill and Payments: SSO Integration from Infosend to AquaTrax, Direct Login in
AquaTrax using Infosend API authentication and View Bill integration via Infosend API
d. Update Payments (Currently out of scope as it is customer portal related): Set up batch
feed to update daily payments into the Tyler Billing system.
•9� t ra
2. Deploy TRACKLE customer portal and mobile functionality
Systems Integration — Utility & Vendors
Data Extract, Transform and Load (ETL) across enterprise — pressure, leaks, meter calibrations
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Figure 1 (Sample Systems Integration Diagram)
Project Approach/Methodology
The estimated timeline for the implementation of this Full Rollout engagement of approximately 26,500
AMI meters is 8-10 calendar weeks followed by two -week stabilization period. The actual project
duration will depend upon the final scope, configuration decisions, and availability of data and
integrations from City Of Newport Beach's source systems. The AQUATRAX team will provide an
updated project schedule upon completion of the Milestone #1 described in the table below. Within
two weeks of receiving written authorization, the AQUATRAX team will begin scheduling the work
associated with the tasks detailed below. This Scope of Work for the Project will be broken into six
milestones. Unless otherwise agreed to upon the parties in writing, each milestone must be completed
before any work is conducted on the next milestone. Each milestone shall be considered complete once
AQUATRAX has delivered its deliverables indicated in the chart below.
1 1 Planning/Analyze
• Kick Off Meeting
• Mockups and flows
• Scope finalization
• Project Schedule
1WNev
• Availability of Project
Sponsor, Business &
Technical SME for Timely
Approvals
• Internal / 3rd Party
Software/API Access
• Data as requested by
AQUATRAX
Mileston
hase
No. .
a. Configure/Int
2 egrate
a. AQUATRAX
Product QA
Testing
3
4
5
6
• ' t ra
AQUATRAX Deliverab
• Design, Integration and
Configuration of Base
TRACKLE product.
• Solution Diagram
• Source System
API/Integration Support
• Source System Access (if
required)
• Sample Data/Test Data
• Quality Assurance
• Availability of City Of
Testing Newport Beach
resources for UAT
b. City Of User Acceptance Testing !' 0 User Acceptance Testing
Newport Support • UAT Test Status and
Beach UAT Results
Testing
a. City Of .
City Of Newport Beach
Newport
Marketing Campaign
Beach
Outreach j
Material Templates
Support •
TRACKLE Product Video
— 30 secs
b. Training (Basic
I •
Train the Trainer (Via
• Timely Approval of
Campaign Material
• City Of Newport Beach
team member
participation in
Package) remote WebEx) scheduled training
• Production Deployment . Availability of Project
Deployment
• Online Customer Help Sponsor, Business &
Guide Technical SME and
• PVT Sign Off Notice Approval
Training &
• Four -week 24X7 support
Stabilization for production N/A
Stabilization
Weeks
3-6
Week 7
Week 8
Week 9
Week 10
Appendix
Appendix A: Glossary of Terms and Abbreviations
NRW
Non -revenue Water
AWWA
American Water Works Association
PI
Performance Indicator
PESTLE
Political, Environmental, Social, Technological, Legal and Economic Analysis
ILI
Infrastructure Leakage Index
WLCC
Water Loss Control Committee
GCD
Gallons Connection Day
GMD
Gallons Miles Day
PSI
Pressure unit
CIMIS
California Irrigation Management Information System
CIS
Customer Information System
MDM
Meter Data Management System
AMI
Advanced Metering Infrastructure
AMR I
Automated Meter Reading
EXHIBIT B
SCHEDULE OF BILLING RATES
AQUATRAX LLC Page B-1
EXHIBIT B:
SCHEDULE OF BILLING RATES
AQUATRAX LLC
MOBILE AND CLOUD-BAS D WATER TRACKING AND COMPLIANCE MANAGE
AWL PLATFORM
DESCRIPTION OF SERVICE ONE TIME SET-UP COST
Utility Portal: Dashboard; Customer segmentation
analytics and reports; Water budget analysis; High usage
$5,000
and leak analytics; Customer 360 data; AMI data; Admin.
Customer Portal: SSO built in for customer portal; Data
integration with Infosend; Dashboard; Usage tracking and
$4,900
comparing; AMI data integration; Display hourly and daily
data; Notifications.
Customer App: iOS App; Push notifications
$3,500
Customer App: Android App; Push notifications
$3,500
Total One -Time Set Up Cost:
$16,900
DESCRIPTION
YEAR 1
YEAR 2
OF SERVICE
Utility Portal
$11,800
$11,800
Customer
Portal
$13,000
$13,000
Customer App
$5,000
$5,000
(iOS)
Customer App
$5,000
$5,000
(Android)
Other
Charge(s)
Not to Exceed $5,000
Not to Exceed $5,000
(Hosting Cost
(Microsoft
** See Note Below
"* See Note Below
Azure)
TOTAL
ONGOING
$39,800
$39,800
ANNUALCOST
TOTAL COST
OF 2 YEAR
CONTRACT
$96,500
(One Time Set -
Up Cost and
Annual Costs)
OPTIONAL COSTS
"Any additional third -party costs shall require prior written approval of City.
Any third -party costs such as Microsoft Azure cloud hosting, etc., will be pass through to the City after
City's approval. The total hosting cost will not exceed $5,000 per year
Optional Costs (third -party costs $23,500 Not -to -Exceed
TOTAL CONTRACT AMOUNT SHALL NOT EXCEED: $120,000.00
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury by
disease in accordance with the laws of the State of California, Section 3700
of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council, boards
and commissions, officers, agents, volunteers and employees.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The policy
shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract (including
the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
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D. Professional Liability (Errors & Omissions) Insurance. Consultant shall
maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of
one million dollars ($1,000,000) per claim and two million dollars
($2,000,000) in the aggregate. Any policy inception date, continuity date,
or retroactive date must be before the Effective Date of this Agreement and
Consultant agrees to maintain continuous coverage through a period no
less than three years after completion of the Services required by this
Agreement.
E. Cyber Liability Insurance. Consultant shall maintain cyber liability insurance
with limits of not less than one million dollars ($1,000,000) per occurrence
and two million dollars ($2,000,000) annual aggregate covering (1) all acts,
errors, omissions, negligence, infringement of intellectual property. (2)
network security and privacy risks, including but not limited to unauthorized
access, failure of security, breach of privacy perils, wrongful disclosure,
collection, or negligence in the handling of confidential information, privacy
perils, including coverage for related regulatory defense and penalties. (3)
data breach expenses payable whether incurred by City or Consultant,
including but not limited to consumer notification, whether or not required
by law, computer forensic investigations, public relations and crisis
management firm fees, credit file or identity monitoring or remediation
services in the performance of services for City or on behalf of City
hereunder.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers
and employees or shall specifically allow Consultant or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Consultant hereby waives its own right of
recovery against City, and shall require similar written express waivers from
each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but not
including professional liability, shall provide or be endorsed to provide that
City, its City Council, boards and commissions, officers, agents, volunteers
and employees shall be included as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-insurance
maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation (except for nonpayment for which ten
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(10) calendar days' notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties The parties hereby agree to the
following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance certificates
and endorsement must be approved by City's Risk Manager prior to
commencement of performance. Current certification of insurance shall be
kept on file with City at all times during the term of this Agreement. The
certificates and endorsements for each insurance policy shall be signed by
a person authorized by that insurer to bind coverage on its behalf. At least
fifteen (15) days prior to the expiration of any such policy, evidence of
insurance showing that such insurance coverage has been renewed or
extended shall be filed with the City. If such coverage is cancelled or
reduced, Consultant shall, within ten (10) days after receipt of written notice
of such cancellation or reduction of coverage, file with the City evidence of
insurance showing that the required insurance has been reinstated or has
been provided through another insurance company or companies. City
reserves the right to require complete, certified copies of all required
insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days' advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Right to Review Subcontracts. Consultant agrees that upon request, all
agreements with subcontractors or others with whom Consultant enters into
contracts with on behalf of City will be submitted to City for review. Failure
of City to request copies of such agreements will not impose any liability on
City, or its employees. Consultant shall require and verify that all
subcontractors maintain insurance meeting all the requirements stated
herein, and Consultant shall ensure that City is an additional insured on
insurance required from subcontractors. For CGL coverage,
subcontractors shall provide coverage with a format at least as broad as CG
20 38 04 13.
D. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
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E. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type. If the Consultant maintains higher
limits than the minimums shown above, the City requires and shall be
entitled to coverage for higher limits maintained by the Consultant. Any
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
F. Self -insured Retentions. Any self -insured retentions must be declared to
and approved by City. City reserves the right to require that self -insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
G. City Remedies for Non -Compliance. If Consultant or any subconsultant fails
to provide and maintain insurance as required herein, then City shall have
the right but not the obligation, to purchase such insurance, to terminate this
Agreement, or to suspend Consultant's right to proceed until proper
evidence of insurance is provided. Any amounts paid by City shall, at City's
sole option, be deducted from amounts payable to Consultant or reimbursed
by Consultant upon demand.
H. Timely Notice of Claims. Consultant shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Consultant's
performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve
City.
Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the
Work.
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Q SEW PORE
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c"94 FOR��P
June 1, 2022
City of Newport Beach
Insurance Compliance
PO Box 100085 - FV
Duluth, GA 30096
AQUATRAX LLC
2372 Morse Avenue, Suite 647
Irvine, CA 92614
Reference Number: FV00000762
This Account has moved from non -compliant to COMPLIANT status and currently in compliance for
certificate of insurance requirements.
As of the date above, your insurance meets City of Newport Beach insurance requirements. We appreciate your efforts
and those of your insurance agent in working with our insurance representatives.
Please call us at (951) 766-2285 if you have any questions.
Sincerely,
City of Newport Beach
Compliant Notice [CA1]