HomeMy WebLinkAboutSoftware Agreement - Aquitas Solutions Inc - Maximo 7.6 MaaS Migration1316 COUWY-Crry BUILDING
227 W, JEFFERSON BOULEVARD
So4 j'rui BEN D. IN D[ AN A 46,601-183 0
CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR
13CARD OF PUBLIC WORKS
March 13, 2018
Mark Capaldi
Aquitas Solutions, Inc.
300 Colonial Center Parkway, Suite 100
Roswell, GA 30076
RE: Software Agreement
Dear Mr. Capaldi:
PHONE 574/235-9251
FAX 574/ 235-9171
The Board of Public Works, at its meeting held on March 13, 2018, approved the above
referenced agreement regarding Maximo 7.6 MaaS Migration in the amount of $38,639 for
year one, $39,798.17 for year two, $40,992.12 for year three, $42,221.88 for year four, and
$43,488.70 for year five, plus a one-time migration and implementation set-up fee of
$66,680.
Enclosed please find the original of the agreement for your signature. Please sign and return
the original agreement to our office and retain a copy for your records.
If you have any further questions regarding this matter, please call this office at (574) 235-
9251.
Sincerely,
Linda M. Martin, Clerk
Enclosure
c: Jim Schrader, Innovation & Technology
Ken Smith, Wastewater
Mike Sniadecki, Innovation &'Fechnology
GARY A. Gij,OT SUZANNA M. FRITZBERG ELIZABIMi A. MARANK JAMEs A. M ur,' I. i,Eit TI HH'RESE J. DoRAU
INTER -OFFICE MEMORANDUM
Information Technologies Department
227 W Jefferson Blvd (574) 245-6000
TO: Board of Public Works, Linda Martin
CC: Dan O'Connor, Al Geek
FROM: Jim Schrader, Infrastructure Specialist
Ken Smith, Director of Wastewater Maintenance
Michael E. Sniadecki, Director of Infrastructure
SUBJECT: WWTP -Maximo 7.6 MaaS Migration
DATE: 03/01 /18
Linda and Members of the Board,
Please see attached SOW/quote to move forward working with Aquitas Solutions to perform the
Maximo 7.6 MaaS Migration. IBM's Maximo is a Computerized Maintenance Management
System (CMMS) that is a software package designed to maintain a computer database for the
Operation's, Maintenance and CSO areas of the Wastewater Treatment Plant and Water Works.
Maximo generates Preventative Maintenance Work Orders for all the areas to perform duties on
the 8,993 assets that are required from the manufacturer, State and/or Federal agencies. The
information is date and time stamped, and all comments or findings are recorded and
permanently stored on a server. We currently run a version of Maximo 7.5 on an onsite server
without backup and a mobile solution that will no longer be supported at the end of April 2018.
With this upgrade, Aquitas will host a platform on the latest Maximo 7.6 version with Maximo
Anywhere' s mobile solution. The City/WVVTP will no longer be responsible to maintain, upgrade
or repair issues within Maximo with this agreement. After looking at several other solutions from
Aquitas, the Infrastructure Division & WWTP teams have reviewed the SOWlquote and endorsed
this solution,
Clarifications:
■ The migration of an on -premise Maximo 7.5.0.9 (Maximo 7.5) deployment to a Maximo 7.6.0.x (Maximo 7.6)
Maximo as a Service (Maas) deployment. This migration will consist of the following:
3 The correction of Maximo 7.5.0.9 (Maximo 7.5) database errors identified by the City's running of the
Maximo 7.5 Integrity Checker utility
4 At no cost to the City and as part of the migration to a MaaS environment:
+ Upgrade the City's current Maximo 7.5 application to Maximo 7.6
+ Upgrade the City's current Maximo 7.5 database to the most current and supported version of
Microsoft SQLServer
4 due to IBM's April 30, 2018 end of support announcement for Maximo Mobile Work Manager, the City's
current mobile solution, IBM's Maximo Anywhere Work Execution mobile application will be
implemented in the MaaS environment and on up to five (5) City supplied mobile devices
Project cost is a one-time migration & implementation setup fees of $66,680.00 with an annual
MaaS License Costs on a five (5) year term with a three percent (3%) increase annually starting
year (2) of the term:
Year 1 Maas Fees
$38,639.00
Year 2 Maas Fees
$39,798.17
Year 3 Maas Fees
$40,992.12
Year 4 Maas Fees
$42,221.88
Year 5 Maas Fees
$43,488.70
Thank you.
Jim Schrader
Ken Smith
Michael E. Sniadecki
ri r
�rirrr i
1L�11
South (Bend Maxima Migration to MaaS Page 1 of 36 Confidentiai
0111111,11
Prepared for
Company City of South Bend
Main Contact Jim Schrader
Address 3113 Riverside Drive
City, St ZIP South Bend, IN 46628
Phone 5742456005
Email Ls�hL�.d_t@Lsquthbendi
Document ID SB02-MC
7 r40I W;
AoukasSolutions believes that the contents ofthis document are valuable and could damage its business i[
revealed' toits competitors. Accordingly, all pages ofthis proposal have been submitted inconfidence. The data
presented thereon contain trade secrets and or privileged or confidential information, Such data shall be used
only for evaluation purposes. However, if contract is awarded as n result of or in connection with, the
submission ofthis document, the City nƒSouth Bend shall have the right touse ordisclose the data contained
herein tOthe extent provided imthe contract.
Changes tothis SOW will be processed in accordance with the procedure described in the section titled Change
Control Procedure. The investigation and the implementation of changes may result in modifications to the
Schedule, Charges, orother terrmsofthis SOW,
South Bend Maximo Migration to Maa;S Page 2 of 36 Confidential
IObjective ............................... ._.__..................................................................... --- ......................... 7
2 Detailed Service and Deliverables .......................... ..~...................................................................... 8
2.1 Project Initiation and Planning .................... ............................................... -- ............................................. 8
2.2 Limited Project Managennent------..........----------...—.------.................g
2.3 Maximo 7,5Database Correction .................................. .................................................................... 9
2.4 K4axi[AO 7.5tV Maximo 7.6Tes± Upgrade .............................................. ~................................................ I0
2.5 K4aorno Anywhere Implementation ............................. .._............................................................. 1I
2/6 Assistance in Performance of Maximo User Acceptance Testing ................................. --- ... .......... ... 12
2.7 K4aa5Maximo 7.6Deployment ... ............................................................................................................. 13
3 General Assumptions .............................................................................. .....^.............................................. l3
4 City Responsibilities .................. ._...................................................................... --- ...................... 14
5 Identified Risks ............................................................... ...... --- .... ........................................................ l4
6 Cornp)eM8D.............. ....................................................... --- .................................. 15
7 Change Control Procedure ........................... ---- ............................................................... ........ ....... 15
DProposed Costs ............................................................................. ..^..................................................... I5
9 Additional Terms and Conditions ..................................................................... ._............................ 15
10 Signatures ................... --- ... ..................................................................... ......................................... I7
APPENDIX A - PROJECT CHANGE REQUEST /P{R\—.._~................................................................. ........... 1O
APPENDIX B-K4anSSTATEMENT {}FWORK .................................... —................................................................. 19
1. INTRODUCTION .................... ..... ..... --- .......................................................... .................................... I9
1.1 Professional Services ..................................... ...... ... ..................................................................... ... .2O
1.1.1 Scope. Aouit@sshall provide the professional services specified inthe SOW aboVe...20
1.3 Ternl...... ................................................................... .^.....^.................................................................. 2O
Z�MaaSFEES .................................................... ........ ........................................................ .~._~.~,,.~,,~... 21
2.1 MaaSUcense Costs ........................................................ --- ................................................................... 2l
2.2 Invoice details ........................................ ...... ...... ......................................................... .........,......... 21
2.3 Ternl......................................................................... ... .......................................................................... 21
2,/4 Other ...... ........................................................... ........................................................... --- ... .-............ 22
APPEN0XB-l: MeaSMASTER TERMS AND CONDITIONS ............................ ................................................ 23
f)A
S(%UITAS
TIONS
lINTRODUCTION ........................................................ ........._-._—_.................................................. 23
2 SERVICES .................... ........_..---...................................................................................... ..... .Z]
2.1 SOW .... ....—._.... ........................... ............................... ................................................................... 23
2.2 Available Services ....................... ........_....................................................................................... 23
2,2.1 Maximo aoaService /K8aoS\........................................... .........—........................ 23
2.2.2 Software ...................... ......_....... ........................................................................... 23
2.3 3pe[if|cations....................................................................................................................................... Z]
2/4 Availability .................................. ........_...._.................................................................. ................. 24
3 CITY RESPONS|B|L|TTE5....... ._..--...................................................................................................... 24
3.1 Named Users ...................................................................................................................................... ....... 24
3.2 Operations ........ ..................................................................................................................................... 24
3.3 City Project Contacts:---------............._..—.--------------------Z5
3/4 Cooperation ...................................................................................................................... ........ _.... ..25
3.5 Delays ......................................... ................................................................................................ .............. 25
4 FEES AND PAYMENT .......................................................... ............ .................. .................................. 25
4.1 Fees .............................................. .^........... .................................................................... ................... 25
4.2 Expenses ...................... ............................. ........... .................................... .......................... ............... 26
4.3 Taxes ........................................................................................ ................._..--.......................... 26
4^4 Invoices and Payment ................................................................................................................... .^,,,~26
5 WARRANTIES, ... ......_......................................................................................................................... 2G
5.1 Performance ............................................................................................................ ........ ........... ..Z5
5.2 No Violation .... ....... ............................................................................................................................ 2G
53 Disclaimer ................................................... .......-........--............................................................. Z7
O LIABILITIES AND INDEMNITIES ........................................ ....................................................................... 27
6.1 Insurance ......... ..................................................................... ..... ---- ..... ........................................ 27
5.1.2 Commercial General Liability, ... .......--._.............................................................. 37
6.1.2 Automobile Liability ....................................... .................................................................. 27
6.1.3 Worker's Compensation and Employer's Liability ...................... ..... --- .... .......... ....... 27
6,1/1 Excess Umbrella Uabi|h»..... .._.._............................................................................ 37
()A
S(%UITAS
TIONS
6.1.5
Professional Liability ..................... ...................................... ___ ...... ..................................
37
6.2
Limitation ofLiability ........... ....._..................................................................... ..................................
27
6.3
Exclusion ofLiability ............................................................................ ...... ................................................
28
6,4
Indemnification ................................................................. _.....................................................................
20
&5
Survival ......................................................... ........ ...........................................................
........ .... ..... .28
7
INTELLECTUAL PROPERTY RIGHTS .................................................................. ..-..................................
Z8
7.2
Proprietary Rights ...... ................................ ................ ......................... ..........................
.... _,_~,.28
7.2
Confidential UinfOrnoation ........................................................ ___ ... ....................................................
29
7.3
Protection .......................................................... _~...-........................................................
,~_^._.~,^2g
7,4
Permitted Disclosure .................................... ...... ..............................................................
......-.....29
7.5,
Injunctive Relief ................... ....-......................................................................... .^.,~,.........................
2g
7.6
Survival ..... .—... ............................................................................. ____ .....................................................
50
8
TERM AND TERK4UNAT|QN ..................................... _+..................................................................
....... 30
8,1
Term ................. _...... .................................................................... ___ ...............................................
3O
8.2
Discretionary Agreement Termination ...................... ._...... ....................................................................
3D
8.3
Discretionary SOW Termination ...................................................... .... ...................................................
5O
8.4
Termination for Adverse Status .............................................. ___ .........................................................
30
8.5
Termination for Default ......................................... .... .........................................................................
3O
8.6
Additional Right ................................... ._..........................................................................
-... ___ ........ 31
8.7
Effect OfTermination ............. ____ ................................................................. .......... ...........................
31
8.8
City Data, _.... ...... ............................................................... ____ .... -....................................................
3I
9
INDEPENDENT CONTRACTOR ......................... .......................................................................... ......... 31
IQK4BCELLANEOUS....~
........................................................ ......~.^~.................................................... 32
20.1Non-solioitatiom........................................................ ... ._............. .............................................................. 32
10.2Assignment .................................................................... ~........................................................................... 32
10,3Ewcused Performance ..................... .......... ..................................................................... .......... ........ 32
South Bend
Maximo Migration 1oMaa3 Page Sof36
Confidential
I PRO,
Z51.20111 Omsk
1Q,4Waiver .... ..—..^^..-~.~.^...... ___ .... ....... .... ____ .... ................................. .......... ...... .... ...... _.32
IO.5Notices ............. ...... .................................................................................. ............................................ 32
1O.6Third-Party Beneficiaries ....................................................................................................................... 32
10.7 Dispute Resolution ........... .... ........ .~..~__..—.^._.._.^......,.......... _.^...--..~_.~...^..33
I0.8 Governing Law ......................................................................................................... ............................... 33
10.9Provisions Severable ................................................................................. ........... ............................... 33
10.20 Entire Agreement .......................................................................................................................... 53
APPEND|XB-2: MoaS, SCHEDULE ASERVICE LEVEL AGREEMENT ........ ----.......... ... ...... —......... ..34
South Bend Maximo Migration to MaaS Page 6 of 36 Confidential
()A IUITA SOS
,S "ONS
This Statement of Work (SOW) issued by and between Aquitas Solutions, Inc. (Aquitas) and the City of South
Bend (the City) defines the scope of work to be completed by Aquitas under the terms and conditions of this
SOW and the Agreement. The services to be performed by Aquitas andl corresponding fees are listed herein.
Notwithstanding anything to the contrary set forth in the Agreement, changes to this SOW will be processed in
accordance with the procedure described in the section below titled Change Control Procedure. The parties
hereto acknowledge and agree that such changes may result in modifications to the Estimated Project
Schedule, Section 8 (Proposed Costs), or other terms of this SOW.,
1 Objective
The objective of this SOW is to assist the City with:
N The migration of an on -premise Maximo 7.5.0.9 (Maximo 7.5) deployment to a Maximo 7.6.0.x (Maximo
7.6) Maximo as a Service (MaaS) deployment. This migration will consist of the following:
-> The correction of Maximo 7.5.0.9 (Maximo 7.5) database errors identified by the City's running of the
Maximo 7.5 Integrity Checker utility
4 At no cost to thie City and as part of the migration to a MaaS environment.
+ Upgrade the City's current Maximo 7.5 application to Maximo 7.6
+ Upgrade the City's current Maximo 7.5 database to the most current and supported version of
MicrosoftSQLS,erver
> Due to IBM's April 30, 2018 end of support announcement for Maximo Mobile Work Manager, the
City's current mobile solution, IBM's Maximo Anywhere Work Execution mobile application will be
implemented in the MaaS environment and on up to five (5) City supplied mobile devices
With the MaaS deployment and per the MaaS Agreement (Appendix A), the City understands and agrees that:
M The City will not own or be entitled to any Maximo 7.6 licenses provided by Aquitas
IN The City's current Maximo license entitlements identified in the table below wil�l not be uised with the MaaS
deployment. Should, at the end of the MaaS deployment term, the City decide to migrate back to an on -
premise deployment, the City will be responsible for any Maximo Support and Subscription (S&S) fees
required for reinstatement of entitlement
Current Maximo 7.5 License Types
Quantity
Full Use
5
Limited Use
12
Express Use
16
Maximo Mobile Work Manager
5
Scheduler
I
South Bend Maximo Migration to Maas Page 7 of 36 Confidential
number of each:
MaaS License Types Quantity
Full Use 5
Limited Use 12
Express Use 16
Maximo Anywhere Work Execution 5
Scheduler 1
The recommended approach inthis SUVV including, without limitation, terms regarding the Proposed Costs,
are based ominformation supplied b«City. |nthe event of(ai)any change tosuch information V[any mfthe
assumptions described in, Section Z Detailed Services and Deliverables and Section 3General Assumptions
below, or/b\any omission orfailure to apprise 4quitasofarisk factor inSection 5Identified Risks that in
reasonably likely toaffect the performance of Services orcompletion ofaDeliverable, the City shall promptly
notif»&quitas in writing ofsuch change in information or assumption or additional risk factor, and the parties
hereto shall cooperate in good faith to modify this SOW, as necessary, in accordance with Section 7Change
Control Procedure. Aquitas shall have the right, upon written notice to the City, to odustthe Estimated Project
Schedule and modify Proposed Charges asappropriate because ofthe occurrence ofany ofthe foregoing that
materially affects the performance of Services or ability tmtimely provide o Deliverable.
Aomitns will perform the following Semvices within this S0VV on 8 time and material basis in accordance with
Sect�ionDProposed Costs.
(6 Hours)
Every Ammitasproject heuinsvvithp 'ectinMiadonadivities.Thesecrudal first steps include confirmation
ofour understanding ofCit«'srequirements, objectives, and planning for the Maximo 7.5tn7.6upgrade
and migration from an on -premise Maximo 7.6 environment to aThird-P@rty Maximo 7.6 environment. In
addition, the AqmitasProject Mamage[and/orLend Consultant will work with the City project teamnto
ff Identify and onboard the City Core Team comprising of cross -functional Subject Matter Experts (SMEs)
that will provide continuous input and direction throughout the project
° Establish and document Deliverable approval processes
* Review and agree ODthe Project ChaDgepnOCeS5.DOCUnneDtaOVCh8nBetothep[ocmas
° Define process 1oobtain on -site and remote access to City networks
* Conduct the Project Kick Off meeting
South Bend Maximo Migration toK4amS Page Dnf36 ConW6eNiaU
Deliverables,
V Deliverable Acceptance Process
Assumptions
v None
2.2 Limited Project Management
(30 Hours)
Aquitas will provide Ongoing Project Management for the Aquitas responsibilities outlined in this SOW. The
purpose of this activity is to provide technical direction and control of Aquitas personnel and to facilitate
project communication and plainning. This activity consists of the following tasks:
W1 Maiintain project communications with the City Project Manager
M1 Updaite and maintain Aquitas activities based on the approved Project Schedule
Participate in periodic project status meetings
Jointly manage the Project Change process with thie City Project Manager
Coordinate, and manage the activities of the Aquitas project personnel
Deliverables
V None
Assumptions
v None
2.3 Maximo 7.5 Database Correction
(16 Hours)
Prior to the City migrating to a MaaS deployment, Aquitas will assist in the correction of Maximo 7.5
integrity issues identified in the City supplied Maximo 7.5 Integrity Checker log file. This activity consists of
the following tasks:
In Based on the Maximo 7.5 Integrity Checker, log file supplied by the City, run the Integrity Checker in
repair mode to correct the ninety-seven (97) total database errors reported
Run the Maximo 7.5 Integrity Checker tool', in report mode to validate that the ninety-seven (97)
database errors were corrected. Where errors are still reported, run in repair mode again
If errors are still being reported, assist the City in correcting manually as activity hours remain,
Deliverables
V None
Assumptions
V The City is ultimately responsible for correcting all Maximo 7.5 database errors that couldn't be
corrected using the Integrity Checker capabilities or manually. Aquitas will assist as activity hours
permit
South Bend Maximo Migration to MaaiS Page 9 of 36 Confidential
ME
The objective of this activity is to perform one (1) upgrade from Maximo 7.5 to Maximo 7.6 in a MaaS test
environment. This activity consists of the following tasks:
� Coordinate the Citu'ssupplying oftheircommpleteK4axinno7,5 environment
= Perform the following pre -upgrades tasks:
-� Apply ordiscard M�axirn87.5configuration chimmgesmot committed
-� Drop all Maximo 7.5 database tables beginning with °XX"
--> Using the Maximo 7.5 Application Designer, export all modified applications
° Run the Maximo 7.6installation program from the provided launchpad.With this imsta[lotion, IBM
VVeb5phere Application Serve[ Network Deployment version 8.5.5 (WAS 8) will be installed
= Run the Maximo 7.5.0.II Fix Pack Installation Program if required
= Upgrade the City's current Maximo 7.5 database to the most current and su�ported version of
Microsoft 6{}LSe[ver
° Apply most current software update/s\tothe Maximo 7.6system
~ Migrate configuration information from the existing WAS v7.x environment to, the new installation of
WAS
M Regenerate all custom or modified BIRT report request pages
= Import the Maximo 7.5application screens that were previously exported
* Test Maximo 7.6Login toStart Center, launch applications, and test Maximo 7.6out ofthe box 8|RT
reporting
= Run the Maximo 7.6 Integrity Checker Utility in Report mode to confirm the integrity of the Maximo
7.6 database after the above tasks have been completed
-> If errors are reported, run the Integrity Checker in Repair mode and recheck Log File
-3, Re -run the Integrity Checker after City's manual correction of all errors unable to be corrected by
the Integrity Checker
Important Notes:
The Maximo 7.6 upgrade supports upgrading the following elements of the Maximo 7.5 system:
All valid data
-� Any configurations that was performed with the Maximo 7.1 configuration tools
-* Datmrnod�el
User interface and presentation layer
-� Workflow processes
-� Datova|iclat)oms and defaults
-� Integration definitions
-4 Escalations
South Bend Maximo Migration to MaaS Page 10 of 36 ConfidentiaA
ME
The following items are not made part of upgrade:
—> Any changes to the Maximo 7.5 database schema or database objects (tables, columns, indexes,
etc.) that were not made with Maximo 7.5's Database Configuration application
4 Any database objects that were created (including stored procedures, triggers, views, and
synonyms, etc.) that are dependent on Maximo database objects. The upgrade does snot re-create
such objects. The City must reapply any custom database objects after the upgrade has completed
Custom extensions of Maximo code such additions to Java code, Java applets, JavaScript, and
HTML. These customizations must be manually migrated to Maximo 7.6
The upgrade to Maximo 7.6 does not grant security authorizations to anew applications or to new
options within existing applications. The City should assign authorization through the Maximo 7.6
Signature Security application after the upgrade is complete
Deliverables
One (1) Maximo 7,6 application and database in a test environment
Assuimptions
V The City is responsible for reviewing the Maximo 7,5 application screens that were imported
into Maximo 7.6 and making modifications if necessary
The City will not make any Maximo 7.5 environment changes outside of what maybe required
from running of the Maximo 7.5 Integrity Checker or upgrade utility after thie test upgrade has
been performed
2.5 Maximo Anywhere Implementation
(140 Hours)
Due to IBM's end of support announcement of Maximo Mobile Work Manager (MMWM), the City's current
Maximo mobile solution, Aquitas will implement IBM's replacement Maximo mobile solution, Maximo
Anywhere, Work Execution as part of the migration to MaaS. This activity consists of the following tasks:
01 Although it is assumed that the City will implement Maximo 7.6 Anywhere Work Execution (Anywhere
Work Execution) out of the box (OOTB), Aqui,tas will conduct a workshop to review the OOTB application
and functionality to document any minor configurations that are needed
® Discuss mobile device hardware recommendations
• Review City infrastructure configuration needed for the mobile devices to access the MaaS environment
In the MaaS environment, perform any minor Anywhere Work Execution configurations documented during
the workshop
Install and configure the Anywhere Work Execution on up to five (5) City supplied Android mobile devices
Assist the City with testing the Anywhere Work Execution application. This activity will also act an Anywhere
Work Execution training
Deliverables
V Anywhere Work Execution application configured and deployed in a MaaS environment
South Bend Maximo Migration to MaaS Page 11 of 36 Confidential
Assumptions
v Anywhere Work Execution will be deployed using City supplied Android mobile devices being of the
same mobile number and operating system version
,/ Although Maximo 7.6 Anywhere is supplied with nine (9) applications in total, only the Anywhere Work
Execution application will be implemented
2.6 Assistance in, Performance of Maximo, User Acceptance Testing
(40 Hours)
Aquitas will support the City's User Acceptance Testing (UAT) activities by providing direction ioexecuting the
City's supplied test scripts. This activity consists of the following tasks:
The following guidelines will beused lnsetting severity levels:
z Severity I —Systern Failure. No further processing is possible. Complete lack of system availability, results,
functionality, performance, or usability. Unable to complete th:e current test script
� Severity 2 — Unable to proceed with selected functionality or dependent functionality,Sub-system
availability, key component isunavailable orfunctionally incorrect. Work around ienot available
� Severity 3—Restricted functional capability, however processing can continue. Non -critical component is
unavailable or functionally incorrect. Work around is available
M Severity 4 — Minor cosmetic issue. Usability errors, screen errors, or report errors that do not materially
affect quality and correctness of function, intended use orresu�l�ts
Aouhaawill correct all Severity 1and 2 defects and submit tothe City for retest. Prior tocommencement of
UAT, the City and AquitasvviQ jointly commit to an acceptable level ofSeverity 3 defects to exit UAT. The City
will identify the Severity 3 defectsthmtneedtobecorrectedandtestedpriortoexitinBUATandAquitasvvill
correct those and submit for retest. Any remaining Severity and 4defects will bescheduled jointly and may
extend into post gu-live.
Aomitaswill update the RTMwith UAT notes, The RTKUwill now provide complete traceability from
requirement identification, incorporation in solution design, build, unit test, system test and UAT.
Deliverables
v UAT defect log
Assumptions
~/ Data related defects will be corrected by the City with Aouitns assisting as activity hours permit
V The effectiveness of UAT is directly correlated to the Oty's supplied test scripts or use cases
South Bend Maximo Migration to Maas Page 12 of 36 Confidential
AJAE
2.7 MaaS Maximo 7.6 Deployment
(60 Hours)
The objective of this activity is to, deploy the MaaS to -be solution, in a production environment. Aquitas
will:
• Prepare the Maximo, production environment
• Obtain an updated Maximo 7.5 production database from the City
Upgrade the Maximo 7.5 application to Maximo 7.6 and the Maximo 7.5 database to the most
current and supported version of Microsoft SQLServer
Deploy Maximo 7.6 and Anywhere Work Execution solution
Provide go -live support
Deliverables
The approved City Maximo 7.6 configuration with Maximo Anywhere Work Execution in a
production environment
v Go -live support
Assumptions
v The City will prevent all users from updating the on -premise Maximo 7.5 database after the City
has provided Aquitas a copy of the most recent Maximo 7.5 environment
It is recommended that the City put a manual work order tracking system in place while the
Maximo 7.5 to 7.6 production upgrade is being performed
3 General Assumptions
The following general assumptions, in addition to those made part of each activity, are understood for this
SOW:
• The only new functionality being introduced, with the upgrade to Maximo 7.6 will be Maximo Anywhere
Work Execution as it is a replacement for Maximo Mobile Work Manager which will soon reach IBM's end
of support
• Aquitas will provide the services detailed in this SOW during normal business hours (8AM to 6PM) local,
time Monday through Friday excluding national holidays. City agrees to provide after-hours access to their
facilities as requested by Aquitas to facilitate project work. Non -local Aquitas personnel may work non -
normal hours to accommodate travel schedules
City understands and agrees that all work associated with this project will be performed remotely
Any changes to this version after commencement of the project will require a Project Change, which will be
addressed via the agreed upon Change Control Procedure defined in Section 7
a The Microsoft suite of products (Word, Excel, Project, Vilsio) will be used in all project documentation
in This is a time and material SOW for performing the Services and providing the deliverables as indicated
under Section 2 Detailed Services and Deliverables above,, Any services or deliverables that are not
expressly described in Section 2 shall be deemed to be outside the scope of work, and Aquitas shall not be
liable for the performance thereof unless otherwise agreed by the parties in writing. Any such additional
South Bend Maximo Migration to MaaS Page 13 of 36 Confiidential
()A
S(%UITAS
services ordeliverables are not included inSection 8Proposed Costs, and may besubject toadditional fees
to be determined inAquitas' sole and reesQn,able discretion
� Maximo 7custom programming, Java development and components such asMBO/r[assfile extensions,
integrations to City business systems or Workflow process configurations not specifically listed in this SOW
are not included
4 City Responsibilities
A successful project requires committed and active participation from our Clients. It is both m shared
responsibility and a team effort. Promptly [oUlovvingthe execution of this SOW, Aquitas will deliver to City 8 list
of key City personnel (Key Personnel) that will be needed to be reasonably available to Aquitas for the timely
perforrnanceofthe Services ewdcompletion ofthe Deliverables.
City shall:
= Ensure that Key Personnel are available and committed to provide any required or requested support,
information, or data relative to activities in this SOW. Key Personnel shall timely respond to any reasonable
request by Aquitas for information or support in respect of the Services, and in any event no later than
three /3\ days following such request by Aquitas. Aquitas shall promptly notify City in the event of any
noncompliance with this Section, and Aquitas reserves the right toadjust timelines for performance and
Charges hereunder for any unnecessary delays in the completion of Deliverable occasioned by such
noncompliance
" Provide Aquitas with remote access to all Maximo 7.5 environments
91 Perform all change management activities
� Develop all test scripts and oruse cases
� Perform all end to end Maximo 7.5testing
� Provide Aquitas with adequate workspace, aphone, and internetaccess for any oneitework
The City's failure tncomply with any ofthe above, nrany other unnecessary delays attributable tothe acts or
omissions ofCity imbreach ofits obligations under this SOW, may cause delays inthe performance ofServices
and provision mfDeliverables byAquitas, for which Aquitas will have aright to, wponwritten notice toCity,
adjust the Estimated Project Schoduleamd/orCharges.
5 Identified Risks
Based upon elements excluded and/or included in this SOW, and discussions between the parties hereto, the
following have been identified as potential risks tothe successful completion of this, or any, Maximo 7
irnpKernentati8n.
= Substantial delays in the performance of Services may occur should City fail to supply Aquitas, in a timely
ma�nner, with required materials, resources, and information (including, without limitation, any third -party
licenses identified above) as set forth in this SOW
* Insufficient Maximo 7.6and Anywhere Work Execution testing
* Insufficient access to City resources
South 0end Maximo Migration to MaaS Page 14 of 36 Confidential
Aquitas shall have fulfilled its obligations under this SOW when any one of the following first occurs:
0 Aquitas has completed the Services and provided the Deliverables described in, Section 2 (Detailed Services
and Deliverables)
a This SOW is terminated by City and/or Aquitas in accordance with the terms of this SOW
19767M =
The following provides a detailed process to follow if a change to this SOW is required.
A PCR, found in Appendix A, shall be the vehicle for communicating change
The PCR must describe the change, the rationale for the change and the impact the change will have on the
project
The City and Aquitas shall jointly prepare and review the proposed change and approve or reject it
Aquitas shall not be obligated to perform any services that are not described in this SOW or any duly signed
PCR relating to this SOW.
Notwithstanding anything to the contrary set forth in this SOW or in the Agreement, nothing shall prohibit or
limit Aquitas from re -allotting its resources (including, without limitation, Aquiitas personnel aissigned to
perform Services), in its sole and absolute discretion, to accommodate a performance delay attributable to
City.
Upon Aquitas' receipt of this signed SOW and:, a City purchase order, a specific project start date will be
mutually determined by both parties based upon availability of both City and Aquitas resources. All Services will
be performed on a time and material (T&Mi) basis and invoiced as delivered.
PIES, �401 NI"
Estimated
Atilt nsultant Estimated
Weeks
TOsk
®ascription Hours
Category Rate Total
onsite
2.1
Project Initiation, Planning, and Management
6
Principa9 Consultant
$185
1,110.00
0
2.2
Onootni; Project Management
30
Principal Consultant
$185
$ 5,550-00
0
2.3
Maxima, 7.5 Database Correction
16
Technical Consultant
$170
$ 2,720.00
—0
2.4
Maximo 7.5 to Maximo 7.6 Test upgrade
NA
Nehvark Engineer
$0,
$ -
0
2.5
MaximoAnyNhere implementation
140
Mobile Consultant
$185
$ 25,900.00
2
2.6
Assistance in performance of Maximo user Acceptance Testing
40
Senior Consultant
$180
$ 7,200.00
I
2.7
Maas Maximo 7.6 Deployment
40
Senior Consultant
$180
$ 7,2100.00
1
Estimated Hours and Cost: 272 $ 49,680.00
4
Estimated Travel and Expenses ($1,900 week x 4):
Year I Maas + One Time Non -Recurring Fees (Appendix B):
Estimated Total: 272
MEN In
0111
Should onsite work be required, the expenses Aquitais consultants incur while on assignment are the
responsibility of City and are additional to the Services estimated above. The City will be responsible for actuial
South Bend Maximo Migration to MaaS Page 15 of 36 Confidentiai
f)AS(%UITAS
travel expenses incurred (airfare, taxi, and/or rental car, hotel, parking, gas, etc.). Per Diem for meals and
incidentals iSa fixed rate of $50.00 per day. Aquitas' policies for travel expenses in,clude reimbursement for
consultants to return to their home of record every weekend unless otherwise arranged and approved in
advance. For travel planning purposes Aquitas requ!ires at least fourteen (14) days' notice.
NJ This proposal is valid for ninety (90) days following the date first written above, and upon execution by the
parties below its shall become abinding SOW issued under, and'smbjectto, the terms and conditions ofthe
Agreement
= Payment terms =Net3O
* This SOW shall become effective on the SOW Date and expire upon the completion of the Services
(including the delivery and acceptance of all Deliverables), unless earlier terminated in accordance with the
terms ofthe Agreement. Notwithstanding anything tothe contrary set forth inthe Agreement, and in
addition to any other rights of termination that Aquitas may have under this SOW or the Agreement,
/\quitas may terminate this 5()VV in the event that /a\ City fails to pay Aquitas any invoiced amounts due
and payable hereunder after such amounts become due and payable, and City subsequently fails tocure
the payment failure within ten /18\days ofnotice ofpayment being past due from Aquitas;or(b)any
performance delay attributable to City extends for more than ninety (90) days
= Nomodification tothis SOW shall beeffective unless made inwriting and signed bythe parties hereto
* This SOW and the Agreement constitutes the entire agreement between Aquitao and City with respect to
thesubdectnmatterhereofandsmporoedeso||otherora|mrvvrittenrep[2Sentationo,umderotmndimgsor
agreements between the parties relating to the subject matter hereof
Im To the extent any term of this SOW conflicts with any term of the Agreement, the termsof the Agreement
shall govern unless the parties have expressly stated intent to override a specific provision of the
Agreement
= This SOW may be signed inany number ofcounterparts, each ofwhich shall be deemed anoriginal, andaU
of which together shall constitute one and the same instrument. Any counterpart may be signed and
transmitted by facsimile or Portable Document Format (PDF) with the same force and effect as if such
counterpairt were an ink -signed original
South Bend Maximo Migration to MaaS Page 16 of 36 Confidentia�
999M-R�
An authorized signature below by City indicates acceptance of the Services outlined herein.
This SOW has been executed and delivered by the parties hereto as of the date of the last signature below
(Effective Date).
City of South Bend
ARPRO"VID
By: flvmrd of Pt&jic Worla
Aquitas Solutions, Inc.
a
Name:
Title:
Date
South, Bend Maximo Migration to MaaS Page 17 of 36 Confidential
Request No:
Request Date:
Requested By:
Assigned To:
Client:
1W ID /Project.
Description
Describe the desired modification to the Services and how this falls outside the original scope. Be as specific as
possible.
Effort
Describe the amount of work that will be required to implement this change with, estimated hours. If this is for
custom programming, include level of effort to update the technical specification, develop the code and unit
test.
Requirement Additional Hours Estimate & Rate cost Expected Completion
L +
Impact
Describe other project areas that could be impacted because of this change and any additional testing that may
need to be performed.
Authorization
I understand that these enhancements are outside the scope of work described in the Statement of Work
(SOW) identified above. On behalf of the Client listed above, 1, the undersigned, authorize implementation of
this Change Request in accordance with the estimate provided herein.
In accordance with my Company's purchasing policies:
(Please select one option)
— a new Purchase Order will not be issued to cover the additional fees associated with this change in
scope. I am authorized by my Company to approve payment for these additional fees.
a new Purchase Order will be issued. The PO will be sent to Aquitas Solutions.
The original Purchase Order will be amended for the additional funds. The amendment to the PO will be
sent to Aquitas Solutions.
Signature Date Printed Name
South Bend Maximo Migration to MaaS Page 18 of 36 Confidential
"IFUTWIT101-pluill "I
This Maximo Software as a Service (MaaS) Statement of Work (SOW) is made between Aquitas Solutions
(Aquitas), a Delaware corporation, having its principal place of business at 300 Colonial Center Pkwy Suite 100,
Roswell GA 30076, and the City of South Bend (the City) of 3113 Riverside Drive, South Bend IN 46628. This
SOW shaill be effective on the date it is fully signed by both parties (Effective Date), This SOW and Appendices,
and any other document governing the relationship between Aquitas Solutions and the City and referencing
this SOW shall be referred to collectively as the Agreement. Notwithstanding the foregoing, no terms of any
purchase order shall replace, modify, amend, or override the Agreement. This SOW specifies information
required to be specified by the Terms and Conditions. Capitalized terms used in this SOW, not otherwise
defined in this SOW or not conventionally capitalized, shall have the meanings ascribed to them in the Terms
and Conditions. If there is any conflict between the terms of this SOW and the terms of the Terms and
Conditions, the terms of this SOW shall govern.
MaaS Premier
Scope: Aquitas shall provide, an instance of MaaS with, the City's current Maximo 7.5 upgraded to Maximo 7.6.x
(Maximo 7.6).
MaaS environment will include:
• One (1) secure, dedicated, and confidential the City Maximo 7.6 production application and database
• Restricted City access to the Maximo 7.6 Administration, System Configuration, and Integration applications
• The City's Maximo 7.5 reports operating in (Maximo 7.6
11 Up to twenty (20) GB of space for attachments (additional space may be added at an additional charge of
$700,00 per ten (10) GB of space over the term)
Help Desk, e-mail, and website support
AppIlication troubleshooting
Notification of planned downtime
Tracking of Maximo 7.6 revisions and upgrades
One (1) additional Maximo 7.6 instance for use in a testing, development, or training environment
A subscription for each Maximo 7.6 Named User to the MaaS Self -Paced Online Maximo Training Library.
This Library will consist of out of the, box (OOTB) Maximo 7.6 functionality, capabilities, and demonstration
data. it will not consist of the City's Maximo 7.6 configuration or data
If customization or data conversion is deemed necessary or desirable during or after the project has been
initiated, such services will be managed thirough the Change Management Process (as described iin the Terms
and Conditions) or addressed in a separate engagement after the completion of this project, depending on the
urgency.
South Bend Maximio Migration to MaaS Page 19 of 36 Confidential
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License: Aouitasshall provide Maximo 7.6 licenses ofthe software used with K4aa3for the number ofNamed
Users in Section 4 MaaS Licenses. the City's use of such software is governed by the applicable IBM license
agreement. The Licenses are held by Aquitas fo,r the City's benefit. Upon termination of this SOW, the City has
no continued right to the Licenses. A Named User is /a\ an individual authorized by the City to use the software
instance through the assignment of a specific user login, regardless of whether or not the individual is using the
software at any given time; and /b\ a non -human operated device, if such device can access the K4exirno 7.6
database. The total number of Named Users Licenses must be e�ual to or greater than the total number of
individuals authorized by th,e City to use MaaS plus the total number of non -human devices that access the
K4axinno7.6 clmtabase.
Fees: Annual fees are calculated based onthe number ofNamed Users, If the City elects tocontinue K4aaSafter
the expiration ofthis SOW byentering into anew SOW, MaaSfees may increase. Aquitasinvoices the fees on
an annual basis, Payment Terms are Ist-31st Pay on Second 51h. The City may only decrease the number of
Named Users atthe end ofeach year ofthis SOW upon sixty (OQ) days' prior written notice toAqmitns.User
count must not bereduced below 90%oforiginal purchase quantity and revenue must not bereduced more
than IQ%inside ofthe current agreement.
Scheduling: The City acknowledges that time is of the essence with regard to resources and that Aquitas will
assign resources for the Services only after this S0VV is signed by both parties. Any dates discussed during
negotiations are subject tnchange depending onthe zvailabUityofAquitaspersonnel. Once this SOW isfully
signed, Aquitas will contact the City to schiedule a start date for the Services.
1.1 Professional Services
1.1.1 Scope
Aquitas shall provide the professional services specified in the SOW above
1.12 Fees
Fees for professional services are calculated based omAquitas'current professionalservices standard rates
onatime and expenses basis
Mr. Jim Sch,rader
City ofSouth Bend'
3113 Riverside Drive
South Bend )N 46628
Five (5)years
South Bend Maximo Migration toMmaS Page 20of36 Confidential
2 MaaS FEES
The following MaaS fees are made part of this SOW:
2.1 MaaS License Costs
Over the five (5) year term, the following Maximo 7,6 annual per license costs will apply with a three percent
(3,%) increase annually starting year two (2) of the term:
One Time Fees Total
mlaassetup $ 9,8001.00
Total One Time Fees: 9,,8001.00
Year 1 ManS Fees
Authorized User (5) $ 11,025.00
Limited User (12) $ 13,176-00
Express User (16) $ 7,280,.00
Maximo Anywhere (5) $ 2,370.,00
Maximo Scheduler (1) $ 688.00
Maximo Any Natform iFee (1) $ 4,100.00
Total Year I M:aaS Fees: $ 38,639.00
Total Year I MaaS + One Time Fees: $ 48,439,.00
Year 2 MaaS Fees: $ 39',798.17
Year 3 MaaS Fees: $ 40,992.12
Year 4 UlaaS Fees: 42,221.88
Year 5 MaaS Fees: $ 43,488.53
Total,- 5 Year SaaS*: 214,939.70
�����/ii%/�ii� �j��%'j�%�/,/,% /i��//ii/ jib//�i� % �/,�� %���l�f
*3% annual increase over term starting year 2
2.2 Invoice details
Any Annual Recurring and: One -Time Setup fees will be invoiced upon signature of this SOW, Professional
Services and travel expense fees are invoiced as incurred monthly.
2.3 Term
The term of this SOW commences on the Effective Date and continues for five (5) years, Thereafter, the term of
the contract can, be extended by written agreement of the parties.
South Bend Maximo Migration to MaaS Page 21 of 35 Confidential
The City's Maximo 7.5.0.9 on -premise deployment will be upgraded to Maximo 7.6 at no cost to the City and
migrated to an Aquitas MaaS environment. Once upgraded' to Maximo 7.6.x and in the MaaS environment
upgrades will be included as part of the City's annual MaaS fees over the term of this SOW.
South Bend M,aximo Migration to MaaS Page 22 of 36 Confidential
f)A %U I TA S,S "ONS
APPENDIX 13-1: MaaS MASTER TERMS AND CONDITIONS
These Master Terms and Conditions (Terms and Conditions) are incorporated by reference into the Statement
of Work (SOW) signed by Aquitas Solutions, Inc. (Aquitas) and the City of South Bend (the City). The SOW, these
Terms and Conditions, and any other document governing the relationship between Aquitas and the City and
referencing the applicable SOW shall be referred to collectively as the Agreement.
PIPTIVrom
2.1 SOW
All services to be performed by Aquitas under the Agreement (Services) shall be mutually agreed to by the
City and Aquitas and shall be documented in a written SOW signed by ain authorized representative of each
party,
2.2 Available Services
The Services available from, Aquitas are listed below. The particular Services to be provided to, the City by
Aquitas are set forth in the SOW.
2.2.1 Maximo as a, Service (MaaS)
Aquitas provides enterprise asset management services, with access to the Maximo 7.6
software, Maximo -related software, and other third -party software on a Software -as -a -Service
basis over the Internet via a web browser.
2.2.2 Software
Aquitas is an authorized reseller and advanced business partner for IBM's Maximo software
and other IBM or other third -party software. The City use of the software provided by Aquitas
to the City under the Agreement is governed by the applicable third party's license agreement,
under which the City receives the license to use the software directly from Aquitas.
2.3 Specifications
Change Management Process. To the extent required by any of the Services, Aquitas and the City will agree
upon any necessary specifications, implementation plans, project schedules, and project parameters. Such
specifications, plans, schedules, and parameters, shiall be set forth in the applicable, SOW. The parties
acknowledge that changes in specifications, implementation plans, project schedules, and project
parameters, may be desirable in, light of actual experience gained in the course of providing the Services or
as the City redefines its needs, Accordingly, either party may propose changes to any such specifications,
South Bend Maximo Migration to MaaS Page 23 of 36 ConfidentW
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plans, schedules, orparameters, bysubmitting achange request. The City shall submit any change request
it has to the AqmitasAccount Executive assigned to the [hx. Each party shall consider such proposed
changes ingood faith. |fmproposed change isaccepted, itshall bereduced koawritten amendment tothe
applicable SOW and signed by authorized representatives of the parties. If such change results in a change
to any fees, the amendment shall state the revised fees,
Aouitaswill take all commercially reasonable steps tnkeep the K4aaS operating smoothly and efficiently
and available in accordance with the Service Level Agreement attached asSchedule A. However, since the
MnaSservices operate using computer equipment, computer software programs, and the Internet, Aquitas
shall not be responsible for delays or service interruptions attributable to causes beyond its reasonable
control, including, without limitation, limitations on the availability mftelephone transmission lines and
facilities, failures of other comm:unications equipment, Internet access delays or failures, failures or
deficiencies of City equipment, or a City failure to meet its responsibilities as described in Pairagraph O
below. /\quitaswill maintain adequate back-up arrangements and equipment inorder tomaintain athe City
data stored omorthrough the Web site in the event of the failure of any of Aq!uitas' equipment. Service
interruptions for maintenance and system upgrades will be scheduled, tothe extent reasonably practicable,
to minimize interference with the City~o daytime business activities. For unscheduled service Interruptions
attributable to causes within /\quitae' reasonable control, as Aquitas' sole obligation: and as the Cit«'s
exclusive renmed\\AqU|tasshall make reasonable efforts torestore the K4aa5services.
3 CITY RESPONSIBILITIES
3.1 Named Users
The City shall im1identify its Named Users (as defined inthe SOVV);(b)limit Named Users tothose who
need to use the Services in connection with the City's internal business activities; (c) require each Named
User tosafeguard his or her user name and password for accessing the Services, specifically prohibiting
each Named User from disclosing his or her user name and password to any other person, including
another Named User; (d) require each Named User to comply with the provisions of the applicable license
agreement; (e) promptly notify Aquitas if the City determines that another person has gained access to an
Named User's user name and password, or that anyone has wrongfully accessed the Services; and (f) be
responsible for misuse o[the Services byNamed Users and hyunauthorized users who gain access clue to
the City'sorany Named User's failure tomaintain security.
3.2 Operations
The City is responsible for (a) acquiring, installing, and maintaining computer equipment �nd computer
software programs etits premises compatible with and aSnecessary tVuse the Services, except tOthe
extent that Aquitas has agreed, pursuant to this Agreement, to procure, install, or maintain any such
South Bend Maximo Migration to Maas Page 24 of 36 Confidential
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determining the accuracy of all data it uploads to and downloads; and (e) adopting reasonable policies,
procedures, and quality assuirance measures to limit the City exposure with respect to potential losses and
damages arising from use, nonuse, errors and omissions of the Services or the results thereof, and system
downtime, including, without limitation, examining and confirming data prior to use, identifying and
correcting errors and omissions, preparing and storing backup data, replacing lost or damaged data or
media, reconstructing data, aind providing network security.
3.3 City Project Contacts:
The City shall designate in the SOW one (1) the City Project Sponsor who, will be the City's decision maker with
respect to the Services. In addition, thie City shalll designate in the SOW or in the Service Level Agreement
incorporated into the SOW at least one (1), but no more than three (3), City Contacts who are authorized to
communicate with Aquitas in connection with the use of the Services. For MaaS, the City Contacts shall be
qualified to use the computer equipment and computer software programs installed at the City premises, and
familiar with accessing and using a Web browser on the Internet. In addition, the City shall ensure that each the
City Contact is trained on the use of such Services,
The City shall provide Aquitas with such time and attention of City personnel and such access to City facilities
and shall take such site preparation steps as may be necessary or appropriate to enable Aquitas to provide the
Services to the City. The City shall make available qualified City personnel to facilitate Aquitas' performance of
its obligations under the Agreement.
3.5 Delays
The timely completion by Aquitas of its obligations under the Agreement is dependent on the timely fulfillment
by the City of its responsibilities. If Aquitas is prevented from performing any work or is required to perform
additional work as a result of (a) the unavailability of City personnel, (b) the unavailability of, or the incomplete
or improper installation, configuration, or operation of City facilities or equipment, (c) the City failing to timely
provide Aquitas with any necessary assistance, instructions, or information, or (d), the City otherwise failing to
meet its responsibilities as set forth in this Section 0, the City shall pay Aquitas on a time and expenses basis at
Aquitas'then-current standard rates for any work time lost or additional work performed. The date on which
Aquitas' obligations are required to be fulfilled will be extended for a period of time equal to the time lost by
reason, of the delay or additional work.
F, = 14 *7-3 211 lj:7-,,Vj IN 14 k, I
4.1 Fees
The City shall pay Aquitas the fees specified in, each SOW, as well as any other fees that become due
under this Agreement.
South Bend Maximo migration to MaaS Page 25, of 36 Confidential
4,2 Expenses
The City shall reimburse Aouitasfor reasonable expenses for travel, lodging, rnileaBe,nnoal�andother
out-of-pqcketexpenses incurred b«4nuitassolely inconnection with the performance ofthe Services.
Mileage reimbursement iscomputed based onthe current rate set bythe IRS.
4.3 Taxes
The City shall pay when due or, |fnecessary, reimburse Aouitanfor, all sales, use, property, excise, and
other similar taxes, including penalties and interest arising from the Cih/s failure to pay such taxes timely,
resulting from any activities under the Agreement, exclusive oftaxes based on, Aouitas'net income or
corporatafranch,ilse.|ft�heCityhastaxexenoptstatus,itsha||supp|yAquitasvv|th|tstnx-exemnpt
certificate and/or number asnecessary. Taxes are due wsassessed.
Aquitas shall submit invoices to the City for the amounts due under the Agreement. Payment Terms are
Net3Q.The City shall pay amonthly service charge of11/296onall such amounts not paid within sixty (6O)
days of the invoice date. |ftheCity fails topay any ofsuch amounts for sixty /6O\days, Aquitasshall have
the right to suspend the Services as provided in Paragraph 0 below. The City shall reimburse Aquitas for
all reasonable costs of collection of past due amounts, including, but not limited to, attorney fees and
collection agency charges.
5.1 Performance
Aquitas warrants that all Services will be of professional quality conforming to generally accepted industry
standards and will be performed in a good and timely manner and in connpliemcewith the requirements
of the Agreement. As Aquitas' sole responsibility and the City's exclusive remedy, in the eve,nt of any
material failure to meet such standards, Aquitas shall make all reasonable efforts to correct any such
5.2 No Violation
Aquitas warrants that its performance of Services under the Agreement does not and shall not violate any
applicable lam, rule, or regulation, any contracts with third parties, or any third -party rights in any patent,
trademark, copyright, trade secret, orsimilar right. The City warrants that its use ofthe software not
provided byAouitasand Aquitas'hosting ofsuch software under this Agreement isauthorized 6*the
applicable owner or licensor ofthe software and does not and shall not violate any applicable law, rule, o[
regulation, any contracts with third parties, or any third -party rights in any patent, trademark, copyright,
trade secret, o[similar right.
South Bend Maximo Migration to Ma:aS Page 26 of 36 Confidential
5.3 Disclaimer
EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, AQUITAS MAKES NO WARRANTY, EXPRESS OR
IMPLIED, REGARDING ANY MATTER WHATSOEVER. AQUITAS SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES OF TITLE, NONINFRINGEMENT, ACCURACY OF DATA, MERCHANTABILITY, AND FITNESS, FOR
A PARTICULAR PURPOSE, AND ANY IMPLIED, WARRANTY ARISING FROM A COURSE OF DEALING OR
PERFORMANCE OR USAGE OF TRADE.
6.1 Insurance
Aquitas shall provide the following minimum insurance coverage:
6.1.1 Commercial General Liability
$1,0001,000 per occurrence and $2,000,000 aggregate
6.1.2 Automobile Liability
$1,000,000 combined single limit each accident
6.1.3 Worker's Compensation and Employer's, Liability
$2,000,000 bodily injury each accident; $2,000,000 bodily injury by disease each employee;
$2,000,000 bodily injury by disease policy limit
6.1.4 Excess Umbrella Liability
$5,0010,000 per occurrence and $5,000,000 aggregate
6.1.5 Professional Liability
$3,000,000 per occurrence and $3,000,0010 aggregate
Except as provided in Paragraph 0 below, in the event Aquitas is or becomes liable to the City for
any matter arising under or relating to the Agreement, iincluding Aquitas' performance or
nonperformance of its obligations, whether arising by negligence, intended conduct, or otherwise,
the amount of damages recoverable by the City for al,l events, acts, or omissions will not exceed, in
the aggregate., an amount equal to all payments made and owing under the Agreement during the
twelve (12) months immediately preceding the claim, or, with respect to a particular SOW, an
amount equal to all payments made or owing under the applicable SOW during the twelve (12)
months immediately preceding the claim,
South Bend Maximo Migration to MaaS Page 27 of 36 Confidential
|NNOEVENT SHALL EITHER PARTY ORITS LICENSORS, SUPPLIERS, ORSUBCONTRACTORS 8ELIABLE FOR
ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, OR LOST SAVINGS, EVEN IF THE PARTY HAS
BEEN ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES.
The foregoing limitations and exclusions )nthis Section Oare between the parties and donot apply to
infringement of intellectual property rights, issues of third -party liability, breaches ofthe provisions of
Sections O and 0 below, gross negligence, vvi||fu| misconduct, or either party"s liability for loss, damage, or
injury suffered by persons, real property, or tangible personal property. For such items, each party shall
indemnify and hold the other party harmless from any and all losses and liability for dammages,including
reasonable attorney's fees, sustained by the other party arising out of the acts or omissions of the party,
and orits employees, agents, orsubcontractors.
6.5 Survival
The obligations under this Section 0 shall survive termination of this Agreement.
7.1 Proprietary Rights
The City acknowledges that the materials provided b»/\quitas in connection with providing the Services,
including, but not limited to, software, training classes and documentation, computer based training
programs, and project docurnentation/coNective|y,Materia|s\comstituteconnrneroia|[ycopyr|ghtedvvorks
protected by federal and international copyright laws and are owned by Aquitas or third -party licensors.
The Materials and all copies, versions, and derivative works nfthe Materials shall remain the sole
property of Aquitas and/or the third -party licensors. The City shall not make and shall not permit anyone
else to make any copies of the Materials. The City shall not record and shall not permit anyone else to
record, by any means, any /\quitastraining classes or other presentations. The City shall not a||ovv any
third party tmaccess o[use the Materials. The City further acknowledges that the Materials are
commercially valuable proprietary products belonging to Aquitas and/or the third -party licensors, the
design and development of which have involved the expenditure of substantial amounts of money over a
long period oftime, and which afford Aquitasand/or the third -party licensors acommercial advantage
over its competitors, The City understands that loss of this competitive advantage due to any
unauthorized copying, downloading, use, or disclosure of the Materials would cause substantial damage
to Aquitas and/or the third -party licensors. The City shall not decompile or otherwise reverse engineer or
decode any software provided aspart ofth,eServices. The City shall not take grrefrain from taking,
South Bend Maximo Migration to MaaS Page 28 of 36 Confidential
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directly, or indirectly, any action that may in any way lead to the unauthorized dissemination,
reproduction, or use of the Materials.
MVAK4 =
For purposes of this Agreement, "Confidential Information" means any competitively sensitive or secret
business, marketing, or technical information and other confidential information belonging to either party
or its suppliers, including, but not limited to, the party's and its suppliers' software, and the terms of this
Agreement. Notwithstanding the foregoing, Confidential Information does not include information (a)
rightfully known by the recipient at the time of its initial disclosure; (b) rightfully disclosed to the recipient
without obligation of confidentiality by a third party; (c) in the public domain or that enters the public
domain, other than by the unauthorized acts of any person; or (d) independently developed by the
recipient.
7.3 Protection
Each party shall preserve in the strictest confidence all Confidential Information of the other party and
shall at all times protect the other party's Confidential Information through the highest commercially
reasonable standard of care. Neither party shall in any way use or disclose the other party's Confidential
Information, except upon the other party's authorization and except for internal purposes in accordance
with this Agreement. Any disclosure of the other party's Confidential Information by a party to its agents,
employees, or subcontractors shall be made only in thie normal course of business, on a need -to -know
basis within the scope and purpose of this Agreement, and under written agreements requiring such
agents, employees, and subcontractors to treat all Confidential Information as strictly confidential as
required by this Agreement. Upon termination of the Agreement or upon written notice from a party, the
other party shall immediately cease all use of the Confidential Information and return all copies of the
Confidential Information to the party.
7.4 Permitted Disclosure
Either party may disclose the other party's Confidential Information when it, is required by law to do so,
provided it takes all reasonable steps to limit the disclosure of the Confidential Information to the
maximum level allowed, and further provided the other party is given a reasonable opportunity to contest
the disclosure and/or obtain a protective order. Based on the above, Aquitas acknowledges that the City
is a public entity and is subject to (Indiana's Public Records laws, IC 5-14-3,
7.5 Injunctive Relief
Each party acknowledges that a breach of its obligations under this Section 0 may cause irreparable harm
to the other party and/or its licensors for which monetary damages would be inadequate. Each party
and/or its licensors may be entitled to injunctive relief for any such breaches, threatened or actual, in
addition to any other remedies that may be available at law or equity.
South Bend Maximo Migration to MaaS Page 29 of 36 Confidential
The obligations underthisSecton0ohaUsurviweterrminationoftheAereemnent,exoeptvvithrespecLto
non -trade secret confidential information to the extent applicable levv mandates survivability for o limited
duration, inwhich case the obligations shall survive for five /5\years following termination mfthe
The term ofthe Agreement shall commence onthe Effective Date asspecified ineach SOW, andshaiU
continue until terminated in accordance with the provisions of the Agreement,
Either party may terminate the Agreement upon sixty (6O) days' prior written notice tothe other party,
except that it shall continue in effect at least through, the compl�etion of all open SOWs.
The City may terminate any Training and Coaching urProfessional Services under anSOW atany time
upon sixty (60) days' prior written notice to Aquitas. If Aquitas is not reasonably able to reassign all of the
resources scheduled for such Services, the City must pay Aquitas that portion of the applicable fee
attributable tothe non -reassign able resources, plus any non-refundable expenses incurred byAqoitas for
such Services. The costs for IBM training manuals purchased onbehalf ofthe City for trainim#and/or
coaching are not refundable. IBM does not permit Aquitasto return manuals.
8.4 Termination for Adverse Status
Either party may terminate this Agreement upon thirty /30\ days' prior written notice to the other party,
ifthe other party ceases tocarry onoperations a5contemplated bythis Agreement, makes mmassignment
for the benefit of creditors, is adjudged bankrupt or insolvent, has a receiver appointed over its assets, or
becomes subject tnany similar action inconsequence ofdebt.
8.5 Termination for Default
Failure by either party to comply with any material term or condition of this Agreement shall constitute
default. The mnn-clefaultimgparty shall b8entitled togive written notice tothe defaulting party requiring
ittncure the default. The notice shall include adetailed description ofthe act wromission, that constitutes
default, If the defaulting party has not cured the default within thirty (30) days after receipt of the notice,
the non -defaulting party may terminate the Agreement, including all open SOVVs,bygiving written notice
to take effect upon receipt. If the default, by its nature, cannot be effectively cured, the non -defaulting
South Bend Maximo Migration to MaaS Page 30 of 36 Confidential
f)A (%UITAS
STIONS
party may terminate this Agreement, including all open SOWS, immediately upon written notice to the
defaulting party. The right to terminate the Agreement is in addition to any other rights and remedies
provided under the Agreement or otherwise under law.
IT,
In addition to the rights set forth in Paragraph 0 above, if the City fails to pay any fees or charges due
under the Agreement or fails, to carry out any other obligation under the Agreement, Aquitas imay, at its
option, suspend any Services upon ten days' prior written, notice to the City, until the City cures the
default,
8.7 Effect of Termination
No termination of the Agreement shiall release the City from any obligation to pay Aquitas any amount
that has accrued or becomes payable at or prior to the date of termination. No suspension of the Services
under Paragraph 0 above shall release the City from any obligation to pay Aquitas any fees due under the
Agreement. The City shall not be entitled to any refund of any fees paid to Aquitas as a result of a
termination Ibased on the City default. Within ten (10) days after the effective date of any termination,
the City shall return to Aquitas or destroy all materials or media containing any Aquitas Confidential
Information, including any information, records, and materials developed on the basis of any Aquitas
Confidential Information; and, except for the City data covered in Paragraph 0 below, Aquitas shall return
to the City or destroy all materials or media containing any the City Confidential Information, including
any information, records, and materials developed on the basis of any the City Confidential Information,
ROTOR�=
Upon termination of the Agreement and upon payment of all amounts due from the City under the
Agreement, including the amount described in the following sentence, Aquitas will return to the City all of
the City data archived on Aquitas' servers. The City shall pay Aquitas' then -current standard rates for
Aquitas' work to format, prepare, and deliver the City data to the City not to exceed seven -thousand
($7,000.00) dollars. Aquitas will provide data containing the SMP folder, attached documents (doclinks),
and a full export of the Maximo 7.6 database or most current. These files will be uploaded to an FTP site
of the City's choosing and would occur within ten (10) business days.
Aquitas and the City are independent contractors. Neither party shall have authority to assume, create, or
enlarge any obligation or commitment on behalf of the other party without the prior written consent of the
other party. In addition, neither party shall use the other party's name in any way that implies thiat the party is
an agent, partner, or employee of the other party or has the authority to bind the other party to any
agreement.
South Bend Maximo Migration to MaaS Page 31 of 36 Confidential
Except with the other party's prior written consent, each party shall refrain from soliciting for
employment Vremploying, directly orindirectly, any employee orcontractor ofthe other until twelve
(12) months have elapsed following termination of the Agreement, or until twelve (12) months have
elapsed following termination ofthe employment nfthieapplicable employee orcontractor, whichever
occurs first.
Neither party may assign orothenmisetmansfertheAereenmmnturmnyhghtsorobUgatioosunderthe
Agreement to any third party without the prior writte,n consent of the other party, except that each party
may transfer the Agreement toa successor toall orsubstantially all ofits assets and business. Consent
shiaQ not be unreasonably withheld. Subject tuthe restriction on transfer set forth in this Paragraph, the
Agreement shall bebinding upon and shall inure tothe, benefit ofthe parties' successors and assigns.
Neither party shall be liable for any delay in or failure of performance (excluding failure to make
payments neqluired by this Agreement) resulting from any cause or condition beyond its reasonable
control, whether foreseeable or not.
The failure ofeither party toact upon any right,renm26« or breach ofthe Agreement shall not constitute
awaiver ofthat orany other right, remedy, orbreach. Nowaiver shall beeffective unless made inwriting
and signed byonauthorized representative ofthe waiving party.
10.5 Notices
Unless provided otherwise imthe Agreement, any notice required orperrmh±edunder the Agreement shall
be personally delivered, or sent by electronic rna\L telefox, courier, express or overnight delivery service,
or by certified mail, postage prepaid, return receipt requested, to the address set forth at the beginning
of the SOW or to such other address as shall be advised by any party to the other in writing. Notices s�all
be effective as of the date of receipt.
10.6 Third -Party Beneficiaries
Aquitas' licensors, suppliers, and subcontractors shall be third -party beneficiaries under this Agreement.
South Bend Maximo Migratiion to MaaS Page 32 of 36 Confidential
R am
Any claim or controversy arising out of or relating to the Agreement, including any anticipatory breach or
disagreement as to interpretation of the Agreement, that is not resolved by the parties themselves or
through mediation, shall be settled by binding arbitration in a location agreed to by the both parties,
administered in accordance with the American Arbitration Association's Commercial Arbitration Rules,
including its Optional Rules for Emergency Measures of Protection. The arbitrator(s) shall decide all
discovery issues. Judgment on the award rendered' by the arbitrator(s) may be entered in any court
having jurisdiction. Neither party nor the arbitrator(s) may disclose the existence, content, or results of
any arbitration hereunder without the prior written consent of both parties. All fees and expenses of the
arbitration shall be borne by the parties equally. However, each party shall bear the expense of its own
counsel, experts, witnesses, and preparation and presentation of proofs, except that the prevailing party
shall be entitled to an award of reasonable attorney's fees.
gflun•=�
The Agreement and any claim arising out of the Agreement shall be governed Iby and construed in
accordance with the laws of the State of Indiana, excluding its conflict of laws principles.
10.9 Provisions Severable
The provisions of these Terms and Conditions are severable. If any provision is held to be invalid,
unenforceable, or void, the remaining provisions, shall not as result be invalidated.
10.1,0 Entire Agreement
The Agreement and any present and future written amendments, constitutes the entire agreement and
understanding between the parties relatingto the object and scope, of the Agreement. Any
representation, statement, or warranty not expressly contained in the Agreement shall not be
enforceable by the parties. The Agreement may not be amended except by a writing that specifically
references the Agreement and' is signed by the parties.
South Bend Maximo Migration to MaaS Page 33 of 36 Confidential
f)A
S(%UIT6
TIONS
APPENDIX 13-2: MaaS SCHEDULE A SERVICE LEVEL AGREEMENT
This Service Level Agreement /SiA\ outlines the general terms and conditions under which Aouitas provides
certain Services, namely W1eaS services to the {]1y. Notwithstanding anything to the contrary in this SLA or
otherwise, this SLA does not apply to Services consisting of any additional Maximo 7.Oinstance used in atesting,
development ortraining environment.
Availability - The City ability to access/use the subscribed 4muitss environment and resources within the
committed timefr@mes.Availability commitments are summarized below.
Downtime —Tinne during which a computer system or network is not available for use. Downtime occurs in two
forms, planned and unplanned. Planned Downtime isforecast b«the owner ofthe affected systenn/s\and isused
for maintenance, upgrades, or other system management activities. Unplanned Downtime is defined as any
Downtime that is not planned. Causes for Unplanned DBvvDtirne include but are not limited to: hardware or
software failures, power outages, telecommunications network failures, or human error.
End User —An individual on the City staff making use of the Services.
Interruption —A situation that results in the City being either, (a) totally unable to access the Services, or (b)
unable to make use of the Services because of performance outside agreed parameters.
Service Hours — Hours during which Aquitas provides Services to the City as specified in this SLA
Trouble —An issue or condition that is either causing an Interruption, or, if heft unresolved is likely to cause an
Annual Availability Commitment of 99.99% is provided for hardware, network, and software applications.
The City must be able toaccess the AoUbasresources subscribed 10under this Agreement. AouitesDatacomtern
are designed and engineered to meet SSAE 16� CSAE 3416, and |5AE 3482 guidelines. The Availability is
determined based on twenty four (24) hours per day and seven /7\ days per week except for times of
umevailabil:ity due to Planned Downtime and exclusions such as (i) planned maintenance windows for which
/\quitas provides at least forty might /48\ hours prior notice whenever possible; (|i) failure of any Network or
Internet Infrastructure not owned or managed by /\qmitas Uii\ Downtime caused by any failure of the City
computer systems, network, hardware or software orits telecommunications equipment orother equipment;
(iv) Downtime caused by any act or omission of any End user that is inconsistent with /\quitas' suggested use or
the City authorized use mfthe system; (v) Downtime caused byevents beyond Aquitas' reasonable control.
Service Level Credit
|nthe event that the City cannot access the system for any reason other than those listed above, Aquitas will
South Bend Maximo Migration to MaaS Page 34 of 36 Confidential
f)A IT
S(%UAS
TIONS
interruption, based upon the amount of time the system was unavailable, Service Level Credits must be
requested in writing within ten (10) days of the interruption.
Trouble Resolution Procedure
1. Identify Trouble The City contacts Aquitas (see Suggested Contact Channels) or Aquitas identifies
trouble. Based on priority descriptions described Iby Aquitas (See Priority Levels &
Response Times), the City determines, Priority.
2, Diagnosis, Based on description bythe City, orinternal monitoring, Aquitas determines cause
and corrective plan of action,
3. Apply Resolution Based on the appropriate priority, Aquitas either applies the resolution or monitors
resolution efforts and provides updates to the City point of contact.
4. Recover & End Trouble After resolution is applied and any necessary recovery efforts are completed, the
City is contacted to see if the trouible is deemed to be resolved to his/her
satisfaction.
5. Follow up Where applicable, support issues will be reviewed by the appropriate Aquitas
personnel to ensure that the resolution was effective and to decide if any
precautionary measures can to be taken so that the trouble is not repeated.
Priority Levels and Response Times
The City shall designate in writing to Aquitas at least one (1), but no more than three (3) contacts that are
authorized to communicate with Aquitas in connection with support. The contact shall be fully qualified to use
the computer equipment and computer software programs installed on the City premises, and familiar with
accessing and using a web browser on the Internet.
Determination of the priority level of any issue, question, or interruption is determined by the City point of
contact. Once the circumstances are reviewed, Aquitas can suggest a change to this Revel, but any change must
be approved by the City point of contact.
Escalation
Aquitas is committed to resolving issues quickly and with minimal impact to the City operations. In:, order to
ensure total focus on the issue resolution process, Aquiitas provides an escalation procedure. This procedure is
based on issue, resolution, not simply start of action. If the issue is not resolved within the time period indicated
additional resources will be assigned as appropriate.
South Bend Maximo Migration to MaaS Page 35 of 36 Confidential
Initial
Description of
Service
Severity
Examples
Response
Escalation
Level
Hours
Time
Critical site-
Site -wide Maximo
Less tha,n 2
To VP,
Urgent
wide issues
7.6availability issue
24 X 7
hours
Operations
after 4 hrs.
Affects
Critical error message
production or
that the City cannot
Less than 2
To VP,
High
daily use of
24 X 7
Operations
Maximo 7.6for
correct through the
hours
after 24 hrs.
all users
Maximo 7.6applications
the City has a "How do
Normal
Less than I
To VP,
User application
Low
1_" question or needs
Business
business
Operations
support
new user added.
Hours
day
after 72 hrs.
Examples are hot fix
Requested
and patch installations
Enhancement or
enhancement
and significant changes
Normal
Less than 1
Prioritized an
Custornization
or
to the Maximo
Business
business
case -by -case
customization
7.61nstance
Hours
day
basis
t configuration
Contact
Primary Contact Information
Secondary Contact Information
Contact Method Availability
Method
(ordy if Prlirnairy falls)
Customer
513-661-8500
Normal Business Hours
Support
678-235-4963
or
or
Phone
866-362-4683
247 for Emergency Support
Email
N/A
support proietech.com
Normal Business Hours
2qLetech.com customer-
Normal Business Hours
�u�rt.html
Support
solutions.com/support.htmi
or
Form
1
247 for Emergency Support
Normal Business Hours: Sam —5pmEastern, Monday —Friday (excluding holidays)
Aquitaycan becontacted for support during normal business hours using any of the above contact methods.
Emergency requests may be submitted from the Customer Support Form on our website, but we recommend a
follow mpcall toour Customer Support Phone line toexpedite the process.
PLEASE N�TE: Email to the support inbox will NOT initiate after hours emergency support. The City must use the
CustmnnerSuppVrtFornmonUurvvebeitenrom@the[ustornerSuppoMLPhonetoneguestsmppmrt outside of normal
b�usincsshours.
Our Support Team nmonhonsall service and support issues. |fatany time the City isnot satisfied with the level 0f
617.513.0517
South, Bend Maximo Migration to MaaS Page 36 of 36 Confidential
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date 03/01 /18
Department WWTP & IT
Name Jim Schrader/Ken Smith/Mike Sniadecki Infrastructure
L'!� Agreement
Ll Contract ❑ Proposal ❑ Addendum
® Professional Services
❑ Resolution
❑ Bid Opening
❑
Bid Award ❑ Req. to Advertise ❑ Title Sheet
❑
Quote Opening
❑
Quote Award
❑
Change Order No.
❑
C/O & PCA No. ❑ PCA
❑
Ease/Encroach.
❑ Traffic Control
f-1
Other:
Company or Vendor Name Aguitas Solutions
New Vendor 0 Yes ® No ❑ If Yes, Approved by Purchasing
MBE/VVBE Contractor ❑ MBE ❑ WBE
MBE/WBE Contractor Requested ❑ No ❑ Yes Name of Company
Project Name Maximo 7.6 MaaS Miaration
Project Number
Funding Source
Account No.
Amount
Terms of Contract
Purpose/Description
Amount of ❑
IT Operating
279 0672-415-36-04 (IT Operating)
One-time migration & implementation setup fees of $66,680.00. with
an annual MaaS License Costs on a five (5) year term with a three percent (3%)
increase annually starting year (2) of the term:
Year 1 Maas Fees $38,639.00
Year 2 Maas Fees $39,798.17
Year 3 Maas Fees $40, 992.12
Year 4 Maas Fees $42,221.88
Year 5 Maas Fees $43,488.70
5-year term
Maximo 7.6 MaaS Migration from an on- rem Maximo 7.5
LJ Required Contractor's Certification Form Attached (Non -
Collusion, Non -Discrimination, Non -Debarment, E-Verifv, Iran, etc
Increase
Decrease
Previous Amount
Current Percent of Change:
New Amount
;a
Total Percent of Change: %
Dispersal After Approval
Copy Original
® ❑ MSniadec