RES 2020-0540 - PSA with Jacobs Engineering for implementation of the Asset Management Recommendations ProjectIV.COMPENSATION AND PAYMENT
A.The cost of services as specified in the Scope of Service, shall be performed on an hourly basis, but in
no event shall it exceed $74,272.04. Detailed breakdown of costs shall be shown in Exhibit “C”.
B.Reimbursable expenses shall be billed to the City by the Provider.
C.INCREASE OF FEES
The parties hereto acknowledge that, as of the date of the execution of the Agreement, Section 10-142
of the Omaha Municipal Code provides as follows: Any amendment to contracts or purchases which
taken alone increase the original fee as awarded (a) by ten percent, if the original fee is one hundred
fifty thousand dollars ($150,000) or more, or (b) by seventy-five thousand dollars ($75,000) or more,
shall be approved by the City Council in advance of the acceptance of any purchase in excess of such
limits. However, neither contract nor purchase amendments will be split to avoid advance approval of
the City Council.
The originally approved scope and primary features of a contract or purchase will not be significantly
revised as a result of amendments not approved in advance by the City Council. The provisions of this
section will be quoted in all future City contracts. Nothing in this section is intended to alter the
authority of the Mayor under section 5.16 of the Charter to approve immediate purchases.
V.OWNERSHIP OF INSTRUMENTS OF SERVICE
The City acknowledges the Provider’s documents, including electronic files, as instruments of professional
service. Nevertheless, upon completion of the services and payment in full of all monies due to the Provider,
the final documents prepared under this Agreement shall become the property of the City. The City shall not
reuse on another Project or make any modifications to the documents without prior written authorization of
the Provider. The City agrees, to the fullest extent permitted by law, to indemnify and hold harmless the
Provider, its officers, directors, employees and subconsultants (collectively, Provider) against any damages,
liabilities or costs, including reasonable attorneys’ fees and defense costs, arising from or in any way
connected with the unauthorized reuse or modification of the documents by the City, regardless of whether
such reuse or modification is for use on this Project or another Project.
VI.ADDITIONAL SERVICES
In the event additional services for the aforementioned Project not covered under this Agreement are required,
the Provider agrees to provide such services at a mutually agreed upon cost.
VII.INSURANCE REQUIREMENTS
The Provider shall carry professional liability insurance in the minimum amount of one half million dollars
and shall carry workers’ compensation insurance in accordance with the statutory requirements of the State of
Nebraska.
VIII.INDEMNIFICATION
The Provider agrees, to the fullest extent permitted by law, to indemnify, defend and hold harmless the City,
its officers, directors and employees (collectively, City) against all damages, liabilities or costs, including
reasonable attorney’s fees and defense costs, to the extent caused by the Provider’s negligent performance of
professional services under this Agreement and that of its subconsultants or anyone for whom the Provider is
legally liable; provided, that with respect solely to the said duty to defend, such duty of the Provider to defend
shall arise only if, and to the extent, such duty is covered by Provider’s liability insurance. The City agrees,
to the fullest extent permitted by law, to indemnify and hold harmless the Provider, its officers, directors,
employees and subconsultants (collectively, Provider) against all damages, liabilities or costs, including
reasonable attorney’s fees and defense costs in connection with the Project, to the extent caused by the City’s
negligent acts or the negligent acts of anyone for whom the City is legally liable. Neither the City nor the
Provider shall be obligated to indemnify the other party in any matter whatsoever for the other party’s own
negligence.
IX.TERMINATION OF AGREEMENT
This Agreement may be terminated by the City upon written notice to the Provider of such termination and
specifying the effective date at least seven (7) days prior to the effective date of such termination. In the
event of termination, the Provider shall be entitled to just and equitable payment for services rendered to the
date of termination, and all finished or unfinished documents, data surveys, studies, drawings, maps, models,
reports or photographs shall become, at the City’s option, its property.
X.GENERAL CONDITIONS
A.Non-discrimination. Provider shall not, in the performance of this Agreement, discriminate or permit
discrimination in violation of federal or state laws or local ordinances because of race, color, creed,
religion, sex, marital status, sexual orientation, gender identity, age, or disability as recognized under
42 USCS 12101 et seq. and Omaha Municipal Code section 13-89, race, color, creed, religion, sex,
marital status, sexual orientation, gender identity, national origin, age, or disability.
B.Captions. Captions used in this Agreement are for convenience and are not used in the construction of
this Agreement.
C.Applicable Laws. Parties to this Agreement shall conform with all existing and applicable City
ordinances, resolutions, state laws, federal laws, and existing and applicable rules and regulations.
Nebraska law will govern the terms and the performance under this Agreement.
D.Interest of the City. Pursuant to Section 8.05 of the Home Rule Charter, no elected official or any
officer or employee of the City shall have a financial interest, direct or indirect, in any City Agreement.
Any violation of this section with the knowledge of the person or corporation contracting with the City
shall render the Agreement voidable by the Mayor or Council.
E.Interest of the Provider. The Provider covenants that he presently has no interest and shall not acquire
any interest, direct or indirect, which would conflict with the performance of services required to be
performed under this Agreement; he further covenants that in the performance of this Agreement, no
person having any such interest shall be employed.
F.Merger. This Agreement shall not be merged into any other oral or written agreement, lease, or deed of
any type. This is the complete and full Agreement of the parties.
G.Modification. This Agreement contains the entire Agreement of the parties. No representations were
made or relied upon by either party other than those that are expressly set forth herein. No agent,
employee, or other representative of either party is empowered to alter any of the terms hereof unless
done in writing and signed by an authorized officer of the respective parties.
H.Assignment. The Provider may not assign its rights under this Agreement without the express prior
written consent of the City.
I.Strict Compliance. All provisions of this Agreement and each and every document that shall be
attached shall be strictly complied with as written, and no substitution or change shall be made except
upon written direction from authorized representative.
J.LB 403 Contract Provisions.-NEW EMPLOYEE WORK ELIGIBILITY STATUS -The
Contractor is required and hereby agrees to use a federal immigration verification system to determine
the work eligibility status of new employees physically performing service within the State of
Nebraska. A federal immigration verification system means the electronic verification of the work
authorization program authorized by the Illegal Immigration Reform and Immigrant Responsibility Act
of 1996, 8 U.S.C. 1324a, known as the E-Verify Program, or an equivalent federal program designated
by the United States Department of Homeland Security or other federal agency authorized to verify the
work eligibility status of a newly hired employee.
If the Contractor is an individual or sole proprietorship, the following applies: 1. The Contractor must
complete the United States Citizenship Attestation Form, available on the Department of
Administrative Services website at www.das.state.ne.us 2. If the Contractor indicates on such
attestation form that he or she is a qualified alien, the Contractor agrees to provide the US Citizenship
and Immigration Services documentation required to verify the Contractor’s lawful presence in the
United States using the Systematic Alien Verification for Entitlements (SAVE) Program. 3. The
Contractor understands and agrees that lawful presence in the United States is required and the
Contractor may be disqualified or the contract terminated if such lawful presence cannot be verified as
required by Neb. Rev. Stat. §4-108.
K.Certificate of Authorization. If this Agreement contemplates the performance of professional
architecture or engineering work by the Provider, the Provider shall provide to the City, and maintain
in good standing, a current Certificate of Authorization from the State of Nebraska as required by Neb.
Rev. Stat. section 81-3436.
L.Debarment or suspension by any federal agency. (This section applies if any part of this Agreement is
funded by a federal agency.) Office of Management and Budget (OMB) guidelines require that any
individual or entity that has been placed on the Excluded Parties List System (“EPLS” - available for
review through www.sam.gov) may not be a participant in a federal agency transaction that is a
covered transaction or act as a principal of a person participating in one of those covered transactions.
These guidelines apply to covered transactions under a grant from any federal agency for which a
recipient expects to receive reimbursement for expenditures incurred or an advance on future
expenditures.
The Contractor providing goods and/or services to the City of Omaha certifies, by acceptance and
execution of this Agreement, that neither it nor its principals are presently debarred, suspended,
proposed for debarment, declared ineligible, or voluntarily excluded from participation in this
transaction by any federal department or agency. The Contractor further agrees, by accepting and
executing this Agreement, that it will include this clause without modification in all lower tier
transactions, solicitations, proposals, contracts, and subcontracts. Where the Contractor or any lower
tier participant is unable to certify this statement, it shall attach an explanation to this Agreement.
M.Contract Compliance Ordinance No. 35344, Section 10-192
Equal Employment Opportunity Clause
During the performance of this contract, the Contractor agrees as follows:
1)The Contractor shall not discriminate against any employee or applicant for employment because
of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, national
origin, age, or disability. The Contractor shall ensure that applicants are employed and that
employees are treated during employment without regard to their race, color, creed, religion, sex,
marital status, sexual orientation, gender identity, national origin, age, or disability. As used
herein, the word “treated” shall mean and include, without limitation, the following: recruited,
whether by advertising or by other means; compensated; selected for training, including
apprenticeship; promoted; upgraded; demoted; downgraded; transferred; laid off; and terminated.
The Contractor agrees to and shall post in conspicuous places, available to employees and
applicants for employment, notices to be provided by the contracting officers setting forth the
provisions of this nondiscrimination clause.
2)The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of
the Contractor, state that all qualified applicants will receive consideration for employment
without regard to race, color, creed, religion, sex, marital status, sexual orientation, gender
identity, national origin, age, or disability.
3)The Contractor shall send to each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding a notice advising the labor
union or worker’s representative of the Contractor’s commitments under the Equal Employment
Opportunity Clause of the City and shall post copies of the notice in conspicuous places available
to employees and applications for employment.
4)The Contractor shall furnish to the Human Rights and Relations Director all Federal forms
containing the information and reports required by the Federal government for Federal contracts
under Federal rules and regulations, and including the information required by Sections 10-192 to
10-194, inclusive, and shall permit reasonable access to his records. Records accessible to the
Human Rights and Relations Director shall be those which are related to Paragraphs (1) through
(7) of this subsection and only after reasonable notice is given the Contractor. The purpose for
this provision is to provide for investigation to ascertain compliance with the program provided for
herein.
5)The Contractor shall take such actions with respect to any subcontractor as the City may direct as
a means of enforcing provisions of Paragraphs (1) through (7) herein, including penalties and
sanctions for noncompliance; however, in the event the Contractor becomes involved in or is
threatened with litigation as the result of such directions by the City, the City will enter into such
litigation as necessary to protect the interests of the City and to effectuate the provisions of this
division; and in the case of contracts receiving Federal assistance, the Contractor or the City may
request the United States to enter into such litigation to protect the interests of the United States.
6)The Contractor shall file and shall cause his subcontractors, if any, to file compliance reports with
the Contractor in the same form and to the same extent as required by the Federal government for
Federal contracts under Federal rules and regulations. Such compliance reports shall be filed with
the Human Rights and Relations Director. Compliance reports filed at such times as directed shall
contain information as to the employment practices, policies, programs and statistics of the
Contractor and his subcontractors.
7)The Contractor shall include the provisions of Paragraphs (1) through (7) of this Section, “Equal
Employment Opportunity Clause”, and Section 10-193 in every subcontract or purchase order so
that such provisions will be binding upon each subcontractor or vendor.
N.Conflict. In the event of any conflict between this Agreement and any of the exhibits attached hereto, the terms
of this Agreement shall take precedence.
EXHIBIT “A”
RESERVED
EXHIBIT “B”
SCOPE OF SERVICES
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Exhibit B
SCOPE OF SERVICES
Papillion Creek Water Resource Recovery Facility
IBM Maximo Migration
This Scope of Services is Exbibit B to the Standard Agreement for Professional Services between
Jacobs Engineering Group Inc. (Provider), and the City of Omaha Public Works Department
(City) for a project generally described as the Papillion Creek Water Resource Recovery Facility
(PCWRRF) IBM Maximo Migration project (PROJECT).
Project Understanding
With this PROJECT, the City intends to implement Asset Management recommendations to
migrate the PCWRRF’s existing asset data in the City’s IBM Maximo Computerized
Maintenance Management System (CMMS) software to the current version. This PROJECT also
includes training of City staff regarding the use of Maximo software. This PROJECT will help
the City continue closing Capacity, Management, Operation and Maintenance (CMOM) gaps by
coordinating PCWRRF data with similar data at other sites in the City’s wastewater system and
support coordinated management and planning.
ARTICLE 1 - Scope of Services
The Provider will provide professional services to assist the City with upgrading and migrating
PCWRRF existing asset and related data from the existing Maximo version (v) 7.1.0.8 system to
the current Maximo v7.6.1.1 for the purpose of tracking assets, planning and tracking operation
and maintenance activities, and providing reporting capabilities. This work will also support
the long-term operation, maintenance, and management of the City’s wastewater system assets.
Provider coordinated with DOTComm to establish a new City server to host the Maximo
v7.6.1.1 software as part of a previous project under a separate contract (Lift Station CMMS
Implementation, Amendment 1 - Levee Asset Maximo Implementation).
It is understood that Mr. Justin Ward will serve as the City’s representative throughout
PROJECT execution. Emily Holtzclaw will serve as the Provider’s Project Manager. Matt
Crowley will serve as the Provider’s Quality Control (QC) Reviewer.
Provider will perform contracting, invoicing, and management of Project team, budget, and
schedule. Provider will provide periodic progress reports and invoices in a format acceptable to
the City. Independent internal QC of modeling efforts will be performed.
Task 1: PCWRRF Data Migration
Task 1.1: Create Site and Locations
Provider created the “Site” and “Location” records in the City’s new Maximo v7.6.1.1 system
for the PCWRRF as part of a previous project. The “Site” and “Location” records were setup
using the Asset Definition and Location hierarchy defined during the Lift Station Asset
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Definition and Hierarchy workshops on January 29 and 30, 2020 as part of a separate contract
(Lift Station CMMS Implementation).
The three Sites set up in the City’s Maximo v7.6.1.1 are for the 1) PCWRRF (the short name is
“PAPIO” in Maximo), 2) Missouri River Water Resource Recovery Facility (MRWRRF) (the
short name is “MORIVER” in Maximo), and 3) the Flood Protection System and collection
system lift stations and related facilities (Levee and Lift Stations) (the short name is “LEVEE” in
Maximo). It is assumed that up to five (5) additional Locations may be needed for PCWRRF in
Maximo v7.6.1.1 to support assets that are currently not in the existing PCWRRF Maximo
v7.1.0.8 system.
Task 1.2: Export/Import Classifications
The Provider will work with City staff to confirm Classifications that are still used in the
existing PCWRRF Maximo v7.1.0.8 system. Those Classifications will be imported into the
Maximo v7.6.1.1 system using the Maximo Integration Framework (MIF).
Task 1.3: Export/Import Assets
The Provider will work with City staff to review existing PCWRRF assets in the Maximo
v7.1.0.8 that need to be migrated to the Maximo v7.6.1.1 system. The Provider will use a
combination of creating assets manually through the Maximo interface and mass loading of
assets using the Maximo MIF Import/Export functionality. During the asset review process the
Provider and City staff will review “Priority” values on existing asset records and will change
as needed. A Priority will be given to new asset records to be added. When work orders are
created against the asset, the work order will adopt the asset’s Priority.
Task 1.4: Export/Import Preventive Maintenance (PM) Records and Job Plans
The Provider will coordinate with City staff to review existing PCWRRF PM and Job Plan
records and determine what records can be migrated to the Maximo v7.6.1.1 system. The
Provider will work with City staff to create PM records related to the PCWRRF and related
assets that will be scheduled to generate work orders automatically using the Maximo Cron
Task. Sequenced Job Plans will be developed and associated to the PM records. This allows for
work orders to be generated from the same PM but have different Job Tasks. An example of this
would be assets that have different maintenance tasks to be performed at different times such as
for quarterly, semi-annual, and annual work orders. Each PM record will have an initial Priority
of 1 to 5 based on Maximo’s default settings and input from City staff, with 5 being the highest
and 1 being the lowest. These Priorities can be adjusted as needed with input from the City.
When work orders are generated from the PM system, the work order will adopt the PM
record’s Priority. If no PM priority is designated the work order will adopt the asset’s Priority.
Provider will populate other properties on the PM records including PM Description, Work
Type, Work Order Status, Next Due Date, and Owner. The Job Plans will need to have the
duration property populated. The duration property is the estimated time it should take to
complete the Job Plan. Once the PM records are populated in Maximo v7.6.1.1, the Provider will
run a forecasting report and a Business Intelligence and Reporting Tools (BIRT) bar chart report
showing the forecasted work over the next year.
Task 1.5: Export/Import Storerooms, Items, and Inventory
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The Provider will work with City staff to import storeroom, item, and inventory records from
the existing Maximo v7.1.0.8 and additional inventory items identified by City staff and
provided to Provider in an MS Excel format including information required by Maximo (item
identifier, description, order unit, issue unit, re-order point, and economic order quantity).
Working with City staff, appropriate reorder points, economic order quantities, and default
venders will be assigned to each inventory item. A current inventory count would need to be to
be supplied to be able to use the inventory effectively.
Task 1.6: Create Security Groups
The Provider will work with City staff to create Security Groups, to which City Maximo users
will be associated. “Start Centers” (sometimes referred to as a dashboard) in Maximo are
directly associated to a Security Group. The Start Center allows the users to quickly and easily
view important data and metrics, such as Key Performance Indicators (KPIs). A Security Group
will be created for each group of users requiring different rights within Maximo (example:
Superintendent, Supervisor/Foreman, Technician).
Task 1.7: Create Users / Persons / Labor
The Provider will work with City staff to create and set up the “User”, “People”, and “Labor”
records in Maximo.
Task 1.8: Export/Import Work Orders
The Provider will migrate five years of historical work orders from the PCWRRF’s existing
Maximo v7.1.0.8 to the new Maximo v7.6.1.1 system. This will encompass about 40,000 work
orders and approximately 256,000 records, which includes the work order task records. The
import process is a multi-step process that will import work orders, work order details, work
order hierarchy, labor transactions, and material transactions.
Task 1.9: Set Up Start Centers
The Provider will work with City staff to set up Start Centers for the Superintendent and
Supervisor security groups. This will include sections for Favorite Applications, KPIs, and
Result Set record listings/charts.
Task 1.10: Review / Create BIRT Reports
The Provider will work with City staff to review Maximo’s out of the box BIRT reports and
existing custom reports to determine if they are sufficient to meet the City’s needs or require
minor modification. It may be determined that additional reports are needed, and the Provider
will work with the City to scope, develop, and test up to five (5) additional reports (assuming
up to 10 hours each) as part of this scope. If additional custom reports are needed by the City
beyond the aforementioned assumption additional scope, fee and potentially schedule will be
required as part of future work and is not included in this scope of work.
Task 2 – Maximo Training
Provider will develop and facilitate Maximo v7.6.1.1 training sessions for attendees selected by
the City, who are assumed to have varying levels of experience with and differing roles for the
use of IBM Maximo. The intent of the training sessions is to provide a detailed orientation,
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familiarizing the trainees with a practical and hands-on understanding of the Maximo software
use and business process.
Because the agenda and materials will be the same, Maximo training sessions described below
will be developed to address the needs of City staff at all three Sites; PCWRRF, MRWRRF, and
the Levee and Lift Stations. Provider assumes that the City staff from each of the three Sites will
attend the same training sessions and separate sessions will not be provided for each Site.
Provider determined the total cost of developing and facilitating the Maximo training for all
three Sites and divided it according to the estimated relative number of staff attending per Site.
Therefore, the cost for PCWRRF staff to attend training included in Article 3 – Compensation is
a part of the actual total cost and it is assumed that the City will compensate Provider for the
remaining parts of the total cost of training through executing two separate additional contracts
that address the migration of existing Maximo data and training for staff at the other two Sites;
MRWRRF and the Levee and Lift Stations. In the event that all three contracts are not executed
additional compensation would be required to complete this task which would necessitate the
execution of a mutually agreeable contract amendment.
Task 2.1 Staff Roles Confirmation and Maximo Training Sessions
Provider will perform a 1-hour meeting with City staff to confirm what roles various City staff
need to be able to perform in Maximo for all three Sites. Based on previous discussions with
City staff, it is expected that the City staff interacting with the Maximo system are System
Administrator, Superintendent, Supervisor/Foreman, Storeroom Supervisor, and select
Technicians.
Provider will develop and facilitate up to 16 hours of training course that will be an overview of
the types of activities end users will utilize in Maximo. Training will occur over several days
based on City staff schedules and facility availability and capacity. Some City staff will attend
some of the sessions and some will attend all sessions. The training materials will provide high
level information to promote user understanding. The training curriculum content and
appropriate attendees is provided in Table B.1 below.
Table B.1 – IBM Maximo training curriculum content
PCWRRF IBM Maximo Migration
Curricula Item Outline Recommended
Attendees
Administration Training – one half day (4 hours)
Administration Training •Application support
•Report Administration
•Start Center – Create/Update
•System module - Utilities & Tools
•Chart of Accounts
•Administration – Org, Sites, Resources, Person Groups,
Classifications
•Security – Security Groups, Users
System Administrator
Other relevant staff
determined by City
during staff role
confirmation meeting,
possibly Supervisors
End User Training (two 4- hour sessions – totaling 8 hours)
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Curricula Item Outline Recommended
Attendees
Getting Started •Logging on / navigating through Maximo
•Using system HELP
•Start Centers: results set and KPIs
•Record Filtering / Advanced Search
All
Assets •Add / Retire / Modify assets
•Add / Modify classifications
•Add / Modify failure classes
•Open Drilldown
All
Locations •Add / Retire / Modify locations
•Location hierarchy
•Open Drilldown
All
Work Management •Creation and scheduling of Work Orders
•Adding resources and assets to Work Orders
•Management of Work Orders
•Job Plans, PM Schedules
All
Planning •Job Plans
•Safety Plans
•Routes
All
Preventive Maintenance •Add / Retire / Modify PM records
•Frequency
•Job Plan sequencing
All
Start Centers •Favorite Applications
•Result Sets / Charts
•KPIs
All
Reporting •Running Custom Reports
•Creating Quick (Ad-Hoc) Reports
All
Inventory •Adding materials to work orders All
Q/A for All Attendees •Q/A session for any outstanding issues All
Material Management Training – one half day (4 hours)
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Curricula Item Outline Recommended
Attendees
Inventory •Storerooms
•Item Master
•Inventory – Reorder Point, Economic Order Quantity
•Transactions – Issues, Returns, Transfers, Adjustments
Storeroom Supervisor
Supervisor/Foreman
Purchasing •Company Master
•Companies
•Purchase Request
•Purchase Orders
•Receiving
Storeroom Supervisor
Supervisor/Foreman
Q/A for Supervisors •Q/A session for any outstanding issues Storeroom Supervisor
Supervisor/Foreman
The training will require the following hardware, software, and facilities to be provided by the
City:
•An overhead projector or large video screen that is compatible with a
workstation/laptop using MS PowerPoint.
•Either a Wi-Fi connection to the internet for Provider’s instructor or a workstation with
network connection (for internet access) and login credentials with access to Maximo
software for the instructor.
•A training room with sufficient capacity to seat all attendees with a computer
workstation with City network and internet connections for each attendee.
•Computer workstations require Internet Explorer 11, Google Chrome v66 or above,
Google Edge, or Mozilla Firefox ESR v60 or above.
•Whiteboard for writing upon during discussions. If facility does not have a white board
Provider will provide blank large paper flip charts and markers.
•DOTComm will provide a dedicated Maximo training server (MS Windows server) of
the same system capabilities/specifications as the Maximo v7.6.1.1 production server
provided by DOTComm previously. DOTComm will provide this training server with
an associated SQL server instance for the Maximo training database. Provider will install
Maximo v7.6.1.1 software on the training server. This training server will be used for
Maximo training and as an administrative development server in the long-term.
DOTComm will install a backup copy of the production version of the Maximo v7.6.1.1
SQL database onto the training server at least one week prior to the first training date to
allow Provider to check the data before the training event.
Task 2.2 - On-call Maximo Administration Support
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The successful implementation of a CMMS requires a system administrator with sufficient time
and training to maintain the needs of the Maximo software administration upkeep and to
support City staff needs when questions arise. It is Provider’s understanding that the City
intends to assign staff to serve this role in the long-term. In the interim period until a Maximo
administration City staff person is identified and in position, Provider will serve in this Maximo
system administrator role. Provider will provide up to 96 hours of on-call labor support for all
three Sites until the hours are expended, assuming and average of 2-hours per week for one
year. These hours will be expended as needed, and not necessarily a set amount each week. It is
anticipated that the on-call funds will be front end loaded, expending more at the beginning of
implementation and less over time. If the City integrates an internal Maximo system
administrator before these funds are expended, the remaining funds can be used to support
Provider’s time to train the City’s system administrator and provide technical support until the
funds are expended.
Provider assumes that the City staff from all three Sites will use Provider’s services for this on-
calls support and the overall cost was divided among the three contracts (one contract per Site).
Therefore, the cost for PCWRRF on-call Maximo administrative support included in Article 3 –
Compensation is a part of the total assumed 96 hours of support (10 hours for PCWRRF). If this
on-call support is not needed, these funds will not be expended.
Assumptions:
The following are assumptions made for this Project Scope of Work.
•City has an existing functional Maximo v7.1.0.8 system for the PCWRRF and maintain
Provider’s current access to the City’s Maximo v7.6.1.1 system with active credentials for
a Virtual Private Network (VPN) connection.
•City will separately procure the current IBM Maximo software licensing, required
supporting server hardware and SQL server instance, and additional customer service
contracts.
•The Task 2 level of effort contained within this scope’s Article 3 – Compensation is pro-
rated based on the approximate number of training attendees from the PCWRRF. It
assumes that work at all three Sites will be contracted by City with Provider as the cost
of training material preparation and on-call Maximo administrative support is being
shared between the three Sites. If the Maximo migration and training work at one or
more of the other Sites is not contracted, additional compensation will be required to
complete the Task 2 scope items in this scope.
•The scope and fee assume that up to six trips of a one-week (Monday through Friday)
duration each will be needed for one person from Provider’s staff. Actual trip timing,
duration, and support purposes will vary based on City staff availability and as needed
based on the progress of the work. If travel restrictions are in place, Provider will work
with City staff virtually as much as practical. The expense budget for these trips assumes
that all three contracts (one for each of the three Sites) will be executed and delivered
simultaneously. The total expense budget is assumed to be spread equally across the
three contracts and if the Maximo migration and training work at one or more of the
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other Sites is not contracted, additional compensation will be required to cover the
expenses for this scope.
o The initial trip is to migrate the PCWRRF data from Maximo v7.1.0.8 to Maximo
v7.6.1.1 (Tasks 1.1 through 1.3).
o The second trip is to build out the PM Records and Job Plans (Task 1.4) and to
work with City staff to address Storeroom data (Task 1.5).
o The third trip is to address Security Groups, Users (Tasks 1.6 and 1.7).
o The fourth trip is to address Work Orders and Start Centers (Tasks 1.8 and 1.9).
o The fifth trip is to address BIRT reports (Task 1.10).
o The sixth trip is to prepare for and implement the training sessions (Task 2.1).
o It is assumed no travel will be needed for the Task 2.2 On-Call Maximo
Administration Support.
•City IT will provide required hardware and software, and City staff will provide
facilities and assist in coordinating availability of training attendees. City has indicated
that Tuesdays and Thursdays tend to be better days for staff availability.
•It is assumed that up to 15 City staff (total from the combined three Sites) will attend the
training sessions.
•Appropriate City staff will be available as specified in the Tasks above to support the
Provider according to the Schedule in Article 2.
Deliverables:
The following deliverables will be provided as part of this Scope of Work.
•Periodic progress reports accompanying invoices; one (1) digital (PDF format) and one
(1) hard copy
•The following items will be created in or imported into Maximo v7.6.1.1
o PCWRRF locations and related assets with an asset hierarchy
o PCWRRF PM records, and Job Plans associated and sequenced
o PCWRRF Storerooms, Items, and Inventory records
o PCWRRF users and associated to appropriate security group(s)
o PCWRRF Person and Labor records
o PCWRRF Work Order records (5 years) imported
o PCWRRF Start Centers for Superintendent and Supervisor security groups
o PCWRRF BIRT Reports – Up to five (5) custom Maximo BIRT reports
CITY OF OMAHA – PCWRRF IBM MAXIMO MIGRATION
OMA/EXHIBITB_SCOPE_OMAHA_PCWRRFMAXIMOMIGRATION_JEG_REV5.DOCX 9
•Maximo training materials
o Agenda for IBM Maximo training sessions, one electronic (PDF) and one hard
copy per attendee.
o One electronic (PDF) and one hard copy of training materials per attendee.
ARTICLE 2 - Schedule
The estimated Project schedule (Table B.2) is based upon a Notice to Proceed from the City of
May 6, 2020. Work will be completed according to the schedule below, Week 1 will start after
the separately contracted Levee Asset Maximo Implementation work is complete
(approximately July 1, 2020).
Table B.2 Project Schedule
PCWRRF IBM Maximo Migration
2020 Week -->
Week
1
Week
2
Week
3
Week
4
Week
5
Week
6
Week 7
1 PCWRRF Data Migration
1.1 Create Site and Locations
1.2 Export/Import Classifications
1.3 Export/Import Assets
1.4 Export/Import PM Records
and Job Plans
1.5 Export/Import Storerooms,
Items, and Inventory
1.6 Create Security Groups
1.7 Create Users / Persons /
Labor
1.8 Export/Import Work Orders
1.9 Set Up Start Centers
1.10 Review / Create BIRT Reports
2 Maximo Training
2.1 Staff Roles Confirmation and
Maximo Training Sessions
Staff
Roles
Train-
ing
CITY OF OMAHA – PCWRRF IBM MAXIMO MIGRATION
OMA/EXHIBITB_SCOPE_OMAHA_PCWRRFMAXIMOMIGRATION_JEG_REV5.DOCX 10
2020 Week -->
Week
1
Week
2
Week
3
Week
4
Week
5
Week
6
Week 7
2.2 On-call Maximo
Administration Support
Extend
until
funds
spent
ARTICLE 3 - Compensation
Compensation by City to Provider for the proposed services described above will be as
described in attached Exhibit C.
EXHIBIT “C”
BREAKDOWN OF COSTS
ExhibitC_Compensation_Omaha_PCWRRFMaximoMigration_Rev3.docx
Exhibit C
COMPENSATION
Papillion Creek Water Resource Recovery Facility
IBM Maximo Migration
Compensation by City of Omaha (City) to Jacobs Engineering Group Inc. (Provider), for the proposed services
described in Exhibit B, Scope of Services will be as follows:
A. COST REIMBURSABLE-MULTIPLIER (TIME AND EXPENSE)
For services enumerated in the Scope of Services above, Provider’s Salary Costs multiplied by a factor of 2.13
Salary Cost Multiplier, plus Direct Expenses, plus a service charge of 10 percent on Direct Expenses and 10
percent of subcontracts and outside services, plus applicable sales, use, value added, business transfer, gross
receipts, or other similar taxes. At Provider’s discretion, billing rates for certain subject matter experts may be
capped to a value less than the bill rate computed based on the multiplier noted above.
B. BUDGET
The maximum cost for this Project, as defined by services described in the Scope of Services outlined in Exhibit
B is Seventy-four Thousand, Two Hundred Seventy-two Dollars and Four Cents ($74,272.04), which will be billed
on a “time and materials” basis. Provider may utilize the compensation between individual tasks requested by
the City but shall not exceed the maximum amount of $74,272.04 unless approved in writing by the City
through a contract amendment to this agreement.
Provider is not obligated to incur costs beyond the indicated budgets, as may be adjusted, nor is City obligated
to pay Provider beyond these limits. When budget has been increased, Provider’s excess costs expended prior
to such increase will be allowable to the same extent as if such costs had been incurred after the approved
increase.
C. DIRECT EXPENSES
Direct Expenses are those necessary costs and charges incurred for the Project including, but not limited to: (1)
the direct costs of transportation and equipment and supplies; (2) Provider’s current standard rate charges for
direct use of Provider’s vehicles, laboratory test and analysis, and certain field equipment; (3) Provider’s
standard project charges for computing systems, and special health and safety requirements of OSHA; and (4)
mileage will be charged at current IRS audit rates at time of services.
A summary of Provider’s task budgets is included in Table C below.
ExhibitC_Compensation_Omaha_PCWRRFMaximoMigration_Rev3.docx
TABLE C Schedule of Hourly Rates, 2020*
PCWRRF IBM Maximo Migration
Staff Name Hours Cost
Task 1 - PCWRRF Data Migration
Matt Crowley/O&M Specialist 8 $1,931.42
Don Cathorall/Maximo Specialist 272 $55,957.49
Emily Holtzclaw/Project Manager 12 $3,111.02
Task 1 total Labor 292 $60,999.93
Task 2 – Maximo Training
Don Cathorall/Maximo Specialist 44 $9,051.95
Technical Editor 8 $920.16
Task 2 total Labor 52 $9,972.11
Expenses (including travel for 1 person, 2 trips) $3,300.00
Total Cost $74,272.04
Hourly rates include allowances for salary, payroll taxes, fringe benefits, overhead, and
profit, but do not include allowances for Direct Expenses.
EXHIBIT "D"
SUPPLEMENTAL PROVISIONS
1
EXHIBIT “D”
SUPPLEMENTAL PROVISIONS
Papillion Creek Water Resource Recovery Facility (PCWRRF)
IBM Maximo Migration
ARTICLE 1. SCOPE OF SERVICES
Provider will perform the Scope of Services set forth in
Exhibit “B”.
ARTICLE 2. COMPENSATION
City will compensate Provider as set forth in Exhibit C.
Work performed under this AGREEMENT may be
performed using labor from affiliated companies of
Provider. Such labor will be billed to City under the
same billing terms applicable to Provider’s employees.
ARTICLE 3. TERMS OF PAYMENT
City will pay Provider as follows:
3.1 Invoices and Time of Payment
Provider will issue monthly invoices pursuant to Exhibit
“C”. Invoices are due and payable within 30 days of
receipt.
3.2 Interest
3.2.1 City will be charged interest at the rate of 1-
1/2% per month, or that permitted by law if lesser, on
all past-due amounts starting 30 days after receipt of
invoice. Payments will first be credited to interest and
then to principal.
3.2.2 In the event of a disputed billing, only the
disputed portion will be withheld from payment, and
City shall pay the undisputed portion. City will exercise
reasonableness in disputing any bill or portion thereof.
No interest will accrue on any disputed portion of the
billing until mutually resolved.
3.2.3 If City fails to make payment in full within 30
days of the date due for any undisputed billing, Provider
may, after giving 7 days' written notice to City, suspend
services under this AGREEMENT until paid in full,
including interest. In the event of suspension of
services, Provider will have no liability to City for delays
or damages caused by City because of such
suspension.
ARTICLE 4. OBLIGATIONS OF Provider
4.1 Standard of Care
The standard of care applicable to Provider's Services
will be the degree of skill and diligence normally
employed by professional engineers or consultants
performing the same or similar Services at the time
said services are performed. Provider will reperform
any services not meeting this standard without
additional compensation.
4.2 Subsurface Investigations
In soils, foundation, groundwater, and other subsurface
investigations, the actual characteristics may vary
significantly between successive test points and sample
intervals and at locations other than where observations,
exploration, and investigations have been made.
Because of the inherent uncertainties in subsurface
evaluations, changed or unanticipated underground
conditions may occur that could affect total PROJECT
cost and/or execution. These conditions and
cost/execution effects are not the responsibility of
Provider.
4.3 Provider's Personnel at Construction Site
4.3.1 The presence or duties of Provider's personnel
at a construction site, whether as onsite
representatives or otherwise, do not make Provider or
Provider's personnel in any way responsible for those
duties that belong to City and/or the construction
contractors or other entities, and do not relieve the
construction contractors or any other entity of their
obligations, duties, and responsibilities, including, but
not limited to, all construction methods, means,
techniques, sequences, and procedures necessary for
coordinating and completing all portions of the
construction work in accordance with the construction
Contract Documents and any health or safety
precautions required by such construction work.
4.3.2 Provider and Provider's personnel have no
authority to exercise any control over any construction
contractor or other entity or their employees in
connection with their work or any health or safety
precautions and have no duty for inspecting, noting,
observing, correcting, or reporting on health or safety
deficiencies of the construction contractor(s) or other
entity or any other persons at the site except Provider's
own personnel.
4.3.3 The presence of Provider's personnel at a
construction site is for the purpose of providing to City
a greater degree of confidence that the completed
construction work will conform generally to the
construction documents and that the integrity of the
design concept as reflected in the construction
documents has been implemented and preserved by
the construction contractor(s). Provider neither
guarantees the performance of the construction
contractor(s) nor assumes responsibility for
construction contractor's failure to perform work in
accordance with the construction documents.
For this AGREEMENT only, construction sites include
places of manufacture for materials incorporated into
the construction work, and construction contractors
include manufacturers of materials incorporated into
the construction work.
4.4 Opinions of Cost, Financial Considerations,
and Schedules
In providing opinions of cost, financial analyses,
economic feasibility projections, and schedules for the
PROJECT, Provider has no control over cost or price
of labor and materials; unknown or latent conditions of
existing equipment or structures that may affect
operation or maintenance costs; competitive bidding
procedures and market conditions; time or quality of
performance by operating personnel or third parties;
and other economic and operational factors that may
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materially affect the ultimate PROJECT cost or
schedule. Therefore, Provider makes no warranty that
City's actual PROJECT costs, financial aspects,
economic feasibility, or schedules will not vary from
Provider's opinions, analyses, projections, or
estimates.
If City wishes greater assurance as to any element of
PROJECT cost, feasibility, or schedule, City will
employ an independent cost estimator, contractor, or
other appropriate advisor.
4.5 Construction Progress Payments
Recommendations by Provider to City for periodic
construction progress payments to the construction
contractor(s) will be based on Provider's knowledge,
information, and belief from selective sampling that the
work has progressed to the point indicated. Such
recommendations do not represent that continuous or
detailed examinations have been made by Provider to
ascertain that the construction contractor(s) have
completed the work in exact accordance with the
construction documents; that the final work will be
acceptable in all respects; that Provider has made an
examination to ascertain how or for what purpose the
construction contractor(s) have used the moneys paid;
that title to any of the work, materials, or equipment has
passed to City free and clear of liens, claims, security
interests, or encumbrances; or that there are not other
matters at issue between City and the construction
contractors that affect the amount that should be paid.
4.6 Record Drawings
Record drawings, if required, will be prepared, in part,
on the basis of information compiled and furnished by
others, and may not always represent the exact
location, type of various components, or exact
manner in which the PROJECT was finally
constructed.
Provider is not responsible for any errors or
omissions in the information from others that is
incorporated into the record drawings.
4.7 Access to Provider's Accounting
RecordsReserved Provider will maintain accounting
records, in accordance with generally accepted
accounting principles. These records will be available to
City during Provider's normal business hours for a
period of 1 year after Provider's final invoice for
examination to the extent required to verify the direct
costs (excluding established or standard allowances
and rates) incurred hereunder. City may only audit
accounting records applicable to a cost-reimbursable
type compensation.
4.8 Provider's Insurance
Provider will maintain throughout this AGREEMENT
the following insurance:
(a) Worker's compensation and employer's
liability insurance as required by the state where the
work is performed.
(b) Comprehensive automobile and vehicle
liability insurance covering claims for injuries to
members of the public and/or damages to property of
others arising from use of motor vehicles, including
onsite and offsite operations, and owned, nonowned, or
hired vehicles, with $1,000,000 combined single limits.
(c) Commercial general liability insurance
covering claims for injuries to members of the public or
damage to property of others arising out of any covered
negligent act or omission of Provider or of any of its
employees, agents, or subcontractors, with $1,000,000
per occurrence and in the aggregate.
(d) Professional liability insurance of
$1,000,000 per occurrence and in the aggregate.
(e) City will be named as an additional insured
with respect to Provider's liabilities hereunder in
insurance coverages identified in items (b) and (c) and
Provider waives subrogation against City as to said
policies.
ARTICLE 5. OBLIGATIONS OF City
5.1 City-Furnished Data
City will provide to Provider all data in City's
possession relating to Provider's services on the
PROJECT. Provider will reasonably rely upon the
accuracy, timeliness, and completeness of the
information provided by City.
5.2 Access to Facilities and Property
City will make its facilities accessible to Provider as
required for Provider's performance of its services and
will provide labor and safety equipment as required by
Provider for such access. City will perform, at no cost
to Provider, such tests of equipment, machinery,
pipelines, and other components of City's facilities as
may be required in connection with Provider's services.
5.3 Advertisements, Permits, and Access
Unless otherwise agreed to in the Scope of
Services, City will obtain, arrange, and pay for all
advertisements for bids; permits and licenses
required by local, state, or federal authorities; and
land, easements, rights-of-way, and access
necessary for Provider's services or PROJECT
construction.
5.4 Timely Review
City will examine Provider's studies, reports, sketches,
drawings, specifications, proposals, and other
documents; obtain advice of an attorney, insurance
counselor, accountant, auditor, bond and financial
advisors, and other consultants as City deems
appropriate; and render in writing decisions required
by City in a timely manner.
5.5 Prompt Notice
City will give prompt written notice to Provider
whenever City observes or becomes aware of any
development that affects the scope or timing of
Provider's Services, or of any defect in the work of
Provider or construction contractors.
5.6 Asbestos or Hazardous Substances
5.6.1 If asbestos or hazardous substances in
any form are encountered or suspected, Provider
will stop its own work in the affected portions of the
PROJECT to permit testing and evaluation.
5.6.2 If asbestos is suspected, Provider will, if
3
requested, manage the asbestos remediation
activities using a qualified subcontractor at an
additional fee and contract terms to be negotiated.
5.6.3 If hazardous substances other than
asbestos are suspected, Provider will, if requested,
conduct tests to determine the extent of the problem
and will perform the necessary studies and
recommend the necessary remedial measures at an
additional fee and contract terms to be negotiated.
5.6.4 Client recognizes that Provider assumes no
risk and/or liability for a waste or hazardous waste site
originated by other than Provider.
5.7 Contractor Indemnification and ClaimsReserved
5.7.1 City agrees to include in all construction
contracts the provisions of Article 4.3, Provider's
Personnel at Construction Site, and provisions
providing contractor indemnification of City and
Provider for contractor's negligence.
5.7.2 City shall require construction contractor(s)
to name City and Provider as additional insureds on
the contractor’s general liability insurance policy.
5.7.3 City agrees to include the following clause in
all contracts with construction contractors, and
equipment or materials suppliers:
“Contractors, subcontractors, and equipment and
material suppliers on the PROJECT, or their sureties,
shall maintain no direct action against Provider,
Provider's officers, employees, affiliated corporations,
and subcontractors for any claim arising out of, in
connection with, or resulting from the engineering
services performed. City will be the only beneficiary
of any undertaking by Provider."
5.8 City's InsuranceReserved
5.8.1 City will maintain property insurance on all
pre-existing physical facilities associated in any way
with the PROJECT.
5.8.2 City will provide for a waiver of subrogation as
to all City-carried property damage insurance, during
construction and thereafter, in favor of Provider,
Provider's officers, employees, affiliates, and
subcontractors.
5.8.3 City will provide (or have the construction
contractor(s) provide) a Builders Risk All Risk insurance
policy for the full replacement value of all PROJECT
work including the value of all onsite City-furnished
equipment and/or materials associated with Provider's
services. Such policy will include coverage for loss due
to defects in materials and workmanship and errors in
design, and will provide a waiver of subrogation as to
Provider and the construction contractor(s) (or City),
and their respective officers, employees, agents,
affiliates, and subcontractors. City will provide Provider
a copy of such policy.
5.9 Litigation Assistance
The Scope of Services does not include costs of
Provider for required or requested assistance to
support, prepare, document, bring, defend, or assist in
litigation undertaken or defended by City. All such
Services required or requested of Provider by City,
except for suits or claims between the parties to this
AGREEMENT, will be reimbursed as mutually agreed.
5.10 Changes
City may make or approve changes within the general
Scope of Services in this AGREEMENT. If such
changes affect Provider's cost of or time required for
performance of the services, an equitable adjustment
will be made through an amendment to this
AGREEMENT.
ARTICLE 6. GENERAL LEGAL PROVISIONS
6.1 Authorization to Proceed
Execution of this AGREEMENT by City will be
authorization for Provider to proceed with the work,
unless otherwise provided for in this AGREEMENT.
6.2 Reuse of PROJECT Documents
All reports, drawings, specifications, documents, and
other deliverables of Provider, whether in hard copy or
in electronic form, are instruments of service for this
PROJECT, whether the PROJECT is completed or
not. City agrees to indemnify Provider and Provider's
officers, employees, subcontractors, and affiliated
corporations from all claims, damages, losses, and
costs, including, but not limited to, litigation expenses
and attorney's fees arising out of or related to the
unauthorized reuse, change or alteration of these
PROJECT documents.
6.3 Force Majeure
Provider is not responsible for damages or delay in
performance caused by acts of God, strikes, lockouts,
accidents, or other events beyond the control of
Provider. In any such event, Provider’s contract price
and schedule shall be equitably adjusted.
6.4 Limitation of Liability
6.4.1 To the maximum extent permitted by law,
Provider's liability for City's damages will not, in the
aggregate, exceed $100,000.
6.4.2 This article takes precedence over any
conflicting article of this AGREEMENT or any
document incorporated into it or referenced by it.
6.4.36.4.2 This limitation of liability will apply
whether Provider’s liability arises under breach of
contract or warranty; tort; including negligence; strict
liability; statutory liability; or any other cause of
action, and shall include Provider’s officers, affiliated
corporations, employees, and subcontractors.
6.5 Termination
6.5.1 This AGREEMENT may be terminated for
convenience on 30 days' written notice, or for cause if
either party fails substantially to perform through no
fault of the other and does not commence correction of
such nonperformance within 5 days of written notice
and diligently complete the correction thereafter.
6.5.2 On termination, Provider will be paid for all
authorized services performed up to the termination
date plus termination expenses, such as, but not
limited to, reassignment of personnel, subcontract
termination costs, and related closeout costs.
6.6 Suspension, Delay, or Interruption of Work
City may suspend, delay, or interrupt the Services of
4
Provider for the convenience of City. In such event,
Provider's contract price and schedule shall be
equitably adjusted.
6.7 No Third-Party Beneficiaries
This AGREEMENT gives no rights or benefits to
anyone other than City and Provider and has no third-
party beneficiaries.
6.8 IndemnificationReserved
6.8.1 Provider agrees to indemnify City for any
claims, damages, losses, and costs, including, but not
limited to, attorney's fees and litigation costs, arising
out of claims by third parties for property damage or
bodily injury, including death, to the proportionate
extent caused by the negligence or willful misconduct
of Provider, Provider's employees, affiliated
corporations, and subcontractors in connection with
the PROJECT.
6.8.2 City agrees to indemnify Provider from any
claims, damages, losses, and costs, including, but not
limited to, attorney's fees and litigation costs, arising
out of claims by third parties for property damage or
bodily injury, including death, to the proportionate extent
caused by the negligence or willful misconduct of City,
or its employees or contractors in connection with the
PROJECT.
6.9 Assignment
This is a bilateral personal Services AGREEMENT.
Neither party shall have the power to or will assign any
of the duties or rights or any claim arising out of or
related to this AGREEMENT, whether arising in tort,
contract or otherwise, without the written consent of the
other party. Any unauthorized assignment is void and
unenforceable. The parties further agree that Provider
may novate this AGREEMENT to an affiliate in the case
of normal corporate restructuring, provided any such
novation does not adversely affect its ability to perform
this AGREEMENT. These conditions and the entire
AGREEMENT are binding on the heirs, successors, and
assigns of the parties hereto.
6.10 Consequential DamagesReserved
To the maximum extent permitted by law, Provider and
Provider's affiliated corporations, officers, employees,
and any of their subcontractors, shall not be liable to
forthe other City’s for any special, indirect, or
consequential damages, whether such damages arise
out of breach of contract or warranty, tort including
negligence, strict or statutory liability, or any other
cause of action. In order to protect Provider against
indirect liability or third-party proceedings, City will
indemnify Provider for any such damages.
6.11 WaiverReserved
City waives all claims against Provider, including those
for latent defects, that are not brought within 2 years of
substantial completion of the facility designed or final
payment to Provider, whichever is earlier.
6.12 Jurisdiction
The substantive law of the state of the PROJECT site
shall govern the validity of this AGREEMENT, its
interpretation and performance, and any other claims
related to it.
6.13 Severability and Survival
6.13.1 If any of the Provisions contained in this
AGREEMENT are held for any reason to be invalid,
illegal, or unenforceable, the enforceability of the
remaining provisions shall not be impaired thereby.
6.13.2 Limitations of liability, indemnities, and other
express representations shall survive termination of this
AGREEMENT for any cause.
6.14 Materials and Samples
Any items, substances, materials, or samples removed
from the PROJECT site for testing, analysis, or other
evaluation will be returned to the PROJECT site within
60 days of PROJECT close-out unless agreed to
otherwise. City recognizes and agrees that Provider is
acting as a bailee and at no time assumes title to said
items, substances, materials, or samples.
6.15 Engineer’s Deliverables
Engineer’s deliverables, including record drawings, are
limited to the sealed and signed hard copies. Computer-
generated drawing files furnished by Provider are for
City or others' convenience. Any conclusions or
information derived or obtained from these files will be
at user's sole risk.
6.16 Dispute Resolution
The parties will use their best efforts to resolve
amicably any dispute, including use of alternative
dispute resolution options.
6.17 Ownership of Work Product and
InventionsReserved
All of the work product of the Provider in executing this
PROJECT shall remain the property of Provider. City
shall receive a perpetual, royalty-free, non-
transferable, non-exclusive license to use the
deliverables for the purpose for which they were
intended. Any inventions, patents, copyrights,
computer software, or other intellectual property
developed during the course of, or as a result of, the
PROJECT shall remain the property of the Provider.
6.18 Intellectual Property
City acknowledges and agrees that in the performance
of the development service, Provider may utilize its
proprietary data, concepts, methods, techniques,
processes, protocols, ideas, inventions, know-how,
trade secrets, algorithm, software, works of authorship,
software and hardware architecture, databases, tools,
other background technologies and standards of
judgment that Provider developed or licensed from third
parties prior to the Effective Date (the “Pre-Existing
Technology”).
Subject to the terms and conditions of this
AGREEMENT, Provider hereby grants to City a non-
exclusive, non-transferable, royalty-free license under
Provider’s Intellectual Property Rights to utilize the Pre-
Existing Technology for the purpose of the City Project.
City shall not, and shall not allow any third party to: (i)
modify or otherwise create derivative works of the Pre-
5
Existing Technology; (ii) use the Pre-Existing
Technology for any other purpose, other than the City
Project; (iii) make, have made, use, reproduce, license,
display, perform, distribute, sell, offer for sale, service,
support, or import any product that incorporates,
embodies and/or is based upon the Pre-Existing
Technology; (iv) sublicense, distribute or otherwise
transfer to a third party any of the Pre-Existing
Technology by itself or as incorporated into software or
hardware; or (v) reverse engineer, disassemble,
decompile or attempt to derive the source code or
underlying ideas or algorithms of the Pre-Existing
Technology. Any additional use of the Pre-Existing
Technology shall require a separate written license
agreement.