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AGR-6955 - N HARRIS COMPUTER CORPORATION - UPGRADE OF CURRENT MOBILE WORK ORDER SYSTEM FOR UTILITY BILLING AND WATER DIVISIONf R-I ss P xorrssr v s rtviccs .cRrLmcNT I'echnic.il Se vicesJ IIi[S PI2()I+.CSS[(}NAI srlivrcrS AG12E]CN1 NT (the "lgreement") is made at range, Calii'ornia, an this 1'0 day of oire. 2020 (the "I:i'f'ective D ke") by ancl bet veen the CI1'Y 4 ORANGE,a municipal corporation("City"),and N. II.ARRIS COMPUTER. COit.['ORATION, a Canada corporation doir business as NorthStar Utilities Solutions Contraetor")}4i ho agree as follows: 1. Scrvices. Subject to the terms and conditions set fo th in this 1lgreement, Contrac;tor shall provide tu the reasonable satisfaction of City the services set forth in:Exhibit"A," which is attached hereto and incorporated herein by reference. As a material inducement to City to enter into this Agreement,Contractor eepresents and varrants that it has thoroughly investigated and considered the scope of services and fully understands the difficulties and restrictions in p;rforn ing tl vork. Contractor shall perform all services in a manner reasonably satisfactory to Cit:y and in a manner in conformance with the standards of quality normally observed by an entity provided such sei-ices to a municipa( agency. Il services provided shall conform to all federal, st te and local laws,rules and regulations and to the best professional standards and practices. The terms nd conditions set focth in this Abreement shall control over any terms and conditions in E hibit "A" to the contrary. famey Taulbee,Finance Manager('`City's Pcoject Manager"},shall be the person to whom Contractor will report for the aerfonnance ofservices hereunder. lt is understood that Contractor's pertorma ce hereunder shall be under the supervision of City's Project Manager (or his/her designee), that Contractor shalt coordinate its services hereunder with City's Project Manager to the extenfi required by City's Project Manager, and that all performances required hereunder by Contractor shall be performed to the satisfaction of City's Project Manager and the City Manager. 2. Com ensation and Fees. a. Contractor's total compensation for all sec-vices performed under this „ ' Agreement,shall not exceed TI-IIRTY THOUSAND DOLLARS and UO/100($30,000.00)without the prior written authorization of City. b. 'I'he above compensation shall include all costs, including, but not limited to, all clerical. administrative, overhead, insurance, reproduction, telephone, travel, auto rental, subsistence and all related expenses. 3. Payment. a. According to the payment schcdule in Exhibit"A," Contractor shall submit to Cit an invoice for the services completed, authorized expenses and authorized e tra work actually performed or incurred. 1. All such invoices shall state the b 1515 OI' IIIE'. amount invoicecl, including services com leted, the number of hours s enl and any extra work perfbrmed. e, CiCy will pay Contr ct r the amount invoiced within lhirty (3U) c3ays after the t pproval of thc invoice. d. Pay nent shal( coi stitute payment in full for all services, authorized costs and ai.ithorized extra vork covered by that invoice. 4. Cl ant c Orders. No paytnent for e:tra services cause i by a change in the scope or complexity of work, or for any otl e reason, shall be made unless and until such e,ctra services and a price therefor have been previous(y authorired in writing and approved by City as an amendment to this Agreement. Thc amendment shall set forth the changes ot work, extension of time, and adjustment of:the conlpensation to be paid by City to Contractor. 5. Licenses. Contractor represents that it and any subcontractors it may engage, possess any and all licenses which are required uncler.state or federal law to perform the work contemplated by this Agreement and that Contractor and its subcontractors shall maintain all appropriate licenses, including a City of Orange business license, at its cost, during the perfornzance of this Agreement. 6. Indepenclent Contraetor. At all times during the term of lhis Agreement, Contractor sl all be an independent contractor and not an employee of City. City shall have the right to control ContractUr only insotar as the result of Contractor's services rendered pursuant to this Agrtement. City shal( not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and e pense, furnish all facilities, materials and equipment which may be required for furnishing services pursuant to this /lgreement. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from al! matters relating to the payment of its subcontractors, agents and employees, including compliance with social secur.ity withholding and all other wages, salaries, benefits, taxes, exactio s, and regulations of any nature whatsoever. Contractor ack.nowledges that it and any subcontractors, agents or employees employed by Contractor shall not,under any circumstances,be considered employees of City,and that they shall not be entitled to any of the benef ts or rights afforded employees of City,including,but not limited lo, sick leave, vacation leave, holiday pay, P ublic Employees Retirement System benefits, or health, life, dental, long-tenn disability or workers'compensation insurance benefits. 7. Contt-actor Not A ent. E:cepl as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whacsoever as an agent. Contractor shall have no authc rity, eapress or implied, to bind City to any obligatioii whaCsoever. 3. esi nated 'ersons. Only thosc c ualified persons authorized by City's .t'rojcct Manager, or as designated in Cxhibit"A,"shall perform work provided for under this Agreement. It is understood Uy the parties that cicrical and ot.her nonprofessional vork may be performed by persons other tha t those designated. 9. Assi nment or Subc ntractin. No assigntnent ar suUconUacling by Cantractor oPzny F art af this A reeme.nc or of fiinds ta be received under this Agreement shall be of any force or et te4C unless tt G assi nment has khe prior written apprnval of Giky. C.ity nay terminate this Agreen ent rather tl an accept any p-c posed assignme Zt or subcantracting. Such assi nmerie. or sul cc ntracting may be approved by thc City N]anager or his/her designee. 1Q. Timc of Comnletian. Cxcept as otherwise specifed in Exhibit "A," Contractor shall commence the work provided for in this Agreement within five(5)days of the Effective Date of this Agreement and ditigently prosccute comptetion of the work in accordance with the time period set fordi in Exhibit"A"h reto,or as otherr ise agreed to by and between the representatives of the parties. 11. Reserved. 12. I2cserved. 13. llclays and xtensions of Time. Contractor's sole remedy for delays outside its control,od er th n those delays caused by City, shall be an extension of time. No rnatter vhat the cause of the delay,Contractor must d cument any delay and request an extension of time in writing at the time of the delay to tlie satisfaction of City. Any extensions granted shall be limited to the length of the delay outside Contractor's controL If Contractor believes that delays caused by City will cause it to incur additional costs, it must specify, in writing, why the delay has caused additiona( costs to be incurred and the exact amount of such cost at the time the delay occurs. No additional costs can be paid that exceed the not to e:cceed amount stated in Section 2.a, above, absent a written amendment to this Agreement. l4. Products of Contractor. The documents, studies, evaluations, assessments, reports, plans,citations, materials, manuals, technical data, logs,files, designs and other products produced or provided by Contractor for this Agreement shall become the property of City upon receipt. Contractor shall deliver all such products to City prior to payment for same. City may use,reuse or otherwise utilize such products without restriction. 15. Equal Employment Opportunity. During the performance of this Agrecment, Contractor agrees as follows: a. Contractor shafl not discriminate against any employee or app(icant f'or employment because oi'race, color, religion, sex, national origin,mental or physical disability, or any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed, arld that employees are treated during employment, without regard to their race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. Such actions shall include,but not be limited to the following: employment,upgrading,demotion or transfer•,recruitment or recruitment advertisinb,layoff or termination,rates of pay or other fonns of compensation and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to cmployees and applicants for employment, a notice setting fortli provisions of this non-discrimination clause. 3 b. Contractor shaf(, in all solicitations aiul advertisements for employees placed by, or on behalf uf Contraclor, stale thaC all qualifiied applicants will receive consideration f'or employment without regzrd to race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by a plicable law. c. Contractor shall cause the foregoing paragraphs(a)and (b)to be inserted in all subcnntracts f r any work coverecl by this Agreement, provided that the foregoing provisions shall nat apply to subcontracts for st ndard commercial supplies or raw materials. G. Coi flicts of Tnterest. Contractor agrees that it shall not make, pai-ticipate in the making, or in any way attenipt to use i[s position as a consultant to influence any decision of City in whicli Contractor knows or lias reason to know that Contractor, its offcers, partners, or enlployees have a tinancial interest as defined in Section 87103 of the Government Code. 17. IndeRenitv. a. City and Contractor recognize that circumstances may arise entitling tfie City to damages for breach or other fault on the part of Contractor arisina from this Agreement. The parties agree that in atl such circumstances the City's remedies and Contractor's liabilities vill be limited as, set forth below and that these provisions will survive notwithstanding the termination or other discharge of the obligations of the parties under this Agreement. b. xcept for damages arising out of(a) damage to tangible property or (b) injury or death to persons, both parties agree that the aggregate liability of Contractor to City for all claims,suits,actions and proeeedings howsoever arising,directly or indirectly,w der or relating to this contract or its subject matter, including those based on breach or rescission of contract,tort, breach of trust, or breach of fiduciary duty shall not exceed the fees paid by City to Contractor under this Agreement. c. In addition to the foregoing,neither party shall be liable to the other for any claims for consequentia] damages, incidental damages, indirect damages, special dama es, aggravated damages, loss of revenue, lass of profits, tailure to realize expected savings, loss of' data, IUss of business opportunity either under or relating to this Agreeme nt or its subject matter. whether based on breach of rescission of'contract,tort, breach of trust,or breach of :fiduciary duty even if such other party has been acivised of the likelihood oEthe occurrence of such damages. 18. Insurance. a. Contractor shall carry workers' compensation insurance as required by law for the protection of its employees during the progress of the work. Contractor understands that it is an independent contractor and not entitled to any workers' compensation benefits under any City program. b. Contractor shall maintain during lhe life of this Agreement the fol(owing minimum amount of comprehensive general liability insurance o• commercial general liability 4 insurance: the reater f' (1) O te Million Dollars ($1.,000,000) per occu-rence; or (2) all the insurane covcrage and/or]imits e rried by or available to Contractor. Said insurance shall cover bodily injury, deall and property dam ge and be written on an occunence basis. c. Resc;rved. d. Any insurance proceeds in excess of or broader ihan the minimum rcquired coverage and/or minimum rec uired litnits which are applicable to a given loss shail be available to City. No rcpresentation is made thae the minimum insurance requirements of this AgreemenC are sutrcient to cavcr the obligations of Contractor under Chis Agreement. e. ach policy of eneral liability sha(I provide that City, its ofticers,off cials, agents, r nd em loyees are d clared to be additional insureds under the tenns of the policy, but only with respect to the work performed by Cnntractor undcr this Agreement, A policy endorsement to tl at effect shall be provided to City along with the cr;rtificate of insurance. tn )ieu of an 8RCI01'SC1T1C-:Ilt City will accept a copy of the policy(ies) which evidences that City is an additional insured as a contracting party. The minimum coverage required by Subsection 18.b shall ap ly to City as an adclitional insured. f.Contractor shall maintain during the life of this Agreement professional liabilicy insurance covering enors and omissions arising out ofthe performance of this Agreement with a minimum Iimit of One Million Dollars ($1,000,000) per claim. Contractor agrees to keep such policy in f'orce and effect for at least five (5) years from the date of completion of this Agreernent. g. The insurance policies maintained by Contractor shall be primary insurance and no insurance he(d or owned by City shall. be called upon to cover any loss under the policy. Coniractor will determine its own needs in procurement of insurance to cover liabilities oChec than as stated above. 1. Before Contractor performs any work or prepares or delivers any materials, Gontractor shall fiirnish certiFcates of insurance and endorsements,as reasonably required by City, evidencing the aforementioned minimum insurance coverages on forrns acceptable to City, vhich shal( provide that the insurance in force will not be canceled or allowed to lapse vithout at least ten (10) days' prior written notice to City. i.Except for prafessional liability insurance coverage that may be required by this Agreement, all insurance inaintained by Contractor shall be issued l y companies admitted.to conducl the pertinenl line of insurance business in California and having a rating of Grade A or better and Class VIT or bettcr by the latest edition of Best Key Ratin Guide. In tl e case of professional liability insurance cnverage, such coverage shall be issu:d by cumpanies either licensed or adenitted to conduct business in Californil so long as such insurer possesses tlie af'orementioned F3est ratin. j Contractot•shall imnlecliately notify City if any required insurance lapses or is otherwise modif ed and cease performance of this Agreemcnt unless otherwise directed by City. S ln sucl a cast, City may procure iri ur.ancc or sel[=ins.irc the risk ancl charge Contract r for such costs 1f1C any and a1l d ma es resulting therefrom, by way oF sct-ofF from any sums owed Co itractor. Ic. Contractor agrees thal in the event af loss due to any of the perils for vhich it l as agrecd ta provide insurance, Contractor shall look solely to its insurance for recovery. Contractor hereby grants to City,on behal f oi'any insurer providing insurance to either Gontractor or City with res ect to th;services of Contractor herein,a waiver of any right to subrogation which any such insurer may acquire against City by virtue c f tf e payment of any loss under such insurance. 19. Tcrmination. .In addition to thc se provisions set forth in Section 7 ofExhibit"A:" a.lf Contractor should neglect to perform the Services proper(y or otherwise fail to comply with the requirements of this Agreement, City shall notify Contractor in writing of such default(a"Defauit Nntice"). Upon receipt of a D fault Notice,Contractor inust either correct the default at no additional cost to City, or issue a vritten notice of its own disputing the alleged defauit, in either case within thirty(30)days immediately following receipt of a Default Notice. If Contractor fails to correct the default, or issue a notice disputina the alleged default, in either case within ninety (90) days following receipt of the Default Notice, City may terminate the whole of this Agreement or part of this Agreem;nt relating to the provision of Services and shall be entitled to pursue its rights and remedies at law or eyuity b. lf City should fail to comply with its obligations under this Agreement, Contractor must notify City in writing of such def'ault (a °Default Notice"). Upon receipt of a Defau(t Notice, City must correct the default at no additional cost to Contractor, or issue a written notice of its own disputing the alleged default, in either case within thirty (30) days immediately following receipt of a Default Notice. If City fails to correct the default,or issue a notice disputing the alleged default, in either case within ninety {90) days following receipt of the Default Notice, Contractor may tei7ninate the whole of this Agreement and in such case City will be responsible for ayment to Contractor of only that part of the fee earned by Contractor(except for the disputed amount of'any invoice, which shall be payable only if such dispute is resolved in Contractor's f vor) for that part of the Services performed in accordance with this Ab eement up to the time of communication.of such notice of termination to City.- 2O. Mai tenance and Insnection of tecords. In accordance with enerally accepted accounting principles, Contractor and its subcontractors shall maintain reasonably full a id complete books, documents, papers, accounting records, and other information (collectively, the records") pertaining to the costs of and completion of seivices performed under this Agreement. City and its authorized representatives shall have access to and the right to audit and reproduce any of'Contractor"s records regarding the services provided under this Agreement. Contractor shall maintain Il such records for a period oi'at least ihree (3) years after termination or completion of this Agreement. Contractor agrees to make available all such records for inspection or audit at its ofl7ces during norma( business hours and upon three(3)days' notice fram City,and copies thereof shall be furnishecl if requested. 6 2l. Gotnlili:ncc with all L.arvs/lanmi ration Laws. Contractor Shall L r: Icnowledgeable of and comply willl all local, stale and fcderal {aws vllich may a ply to the perCor nance of'this Agceement. b. If tl e work provided for in this Agreement constitutes a"public works,"as that cern is defined in Section 172Q ofthe California Labar Code,for which prevailin;wages must be paid, to the extent Cont.ractor's employec;s will perform any work that falls within illly Of tI1G classifications far which t}ie Departmei t of Labor Relations of the State oE California promulgales prevailing wage detet7ninations, Contractor hereby agrees that it, and any subcontraelor under it, sh ll pay not less than the specitied prevailing raCes of wa es to all such workers. The general prevailin wage dc;terminations for c afts can be located on the website of the DepartmenY of ndustrial [Zelations (ww v.dir.ca.ov/DLSR). Additionally, to perfarm work under this Cantract, Cantraetor must meet all State registration requirements and criteria, including project compliance monitoru g. c. Contractor represents and warrants that Contractor: I) Has comp(ied and shal( at all times during the term of this Agreemenl comply, in all respects, with all immibration laws, regulations, statutes, rules, cades, and orders, including, without limitation, the Immigration Reform and Controi Act af 1986 IRCA); and 2) 1-Ias not and wi(1 not knowingly employ any individual to perform services under this Agreement who is iueligible to work in the United States or under the terms of this Agreetnent; and 3) I-las properly mainta.ined, and shall aC all times during th term of this tlgreement properly maintain, all related employment documentation records including, without limitation, the completion and mainlenlnce of the Porm I-9 for each of Contractor's employees; and 4) Has responded, and shall at all times during the term of this Agreement respond, in a timely fashion to any government inspection requests relating to immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the Department of Homeland Security, the Department of Labor, or the Social Security tldrninistratioh. d. Contractor shall require all subcontractors or subconsultants to inake the same representations and warranties as set forth in Subsection 21.b. e. Contractor shall, upon request of City, provide a list of all employees working under this Abreement and shall provide,to the reasonable satisfaction of'City,verification. lhat ali such employees are eli ible to work in the United States. All costs associated with such verifcatron sEiall be borne by Contractar. Once such request has been made, Contractor may not 7 chan e emE lc yccs 4varkirlg under tliis lgreemenl wilhoul written notice to City, accompanied by lhe veriticaeiory required herain for such ernployees. f.Contractor shall rcquire all subconlractors ar sub-consullants ta make the same verification as set fortll in Subsection 21.d. g. If Gnntractor or subcontractor knowingly employs an em loyee provicJing vork under tfais Agreernent vho is nok authorized to work in the United States, and/or fails to follow federal laws to determine the status at'such employee,lhat shall constiCute a material breach ' of this Agreetz et t and may be cause for immediate termi ation of this Agrcement by City. I. Contractor agrees to indemnify and hold Gity, its officers, offcials, agents and employees harm(ess for, ofand fro n any loss, incluciing but not limited to fnes, penalties and corrective measures City may sustain by reason ot Contractor's failure to comply with said laws, rules and regulations in connection with the performance of this Agreement. 22. Governin Law and Venue. This Agreement sliall be construed in accordance with and governed by the taws of tf e State of California and Contractor agrees to submit to the jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in the £ederal c:aurts of Orange County, California; provided, however, that if jurisdiction in said federal courts is improper, venue shall he in the state courts of Orange County, California. 23. nte r tion. This lgreement constitutes the entire agr;ement of thc: parties. No otl er abreement,oral or written,pertaining to the work to be perfarmed under this Agreement shall be of an} force or effect unless it is in writing and si ned by both parties. Any work perfonned which is inconsist nt with or in violalion of tlle rovisions of this Agreement shall not be compensated. 24. Notice. Cxcept as oti eewise provided herein, all notices required under this Agreement shall be in writing and deliv red personally, by e-mail, or by first class U.S. mail, postage prepaid, to each party at the address listed below. Either party may change the notice address by natifying the other party in writing. Notices shall be deemed received upon receipt oi same or vithin three(3}days of deposit in the U.S. Mail, whic}ever is earlier. Notices sent by e- mail shall be deemed received on the date f the e-mail transtnission. C ONTRACTOR" C l",C Y" N. Hari•is Computc r Cot poration City of Orange I Antares Drive, Suite 400 300 6. Chapman Avenue Ottawa, Ontzrio K2E $C9 Orange, CA 92866-1591. Attn_: Pav Sekhon - nttn.: Jamey Taulbee Telephone: G:IG-226-5511 x2397 Telephone: 714-744-2244 E-Mail: psekhan a7harciscon puter.corn Mail: jtaulbee@cityofora be.org 8 25. ountcrparts. This Agrcement.may be executed i l,nnc or more counterparts,each c,f vhich shall be dee ied zn original, bur all of which together shall constitute one and lhe sarne insrn ment. Sign tures transmitted via facsimile and electronic mail shall have the same efFect as original signatures. IN YITIVESS af this Agree«ient, the parties have entered into this Agreement as of the year and day first above written. CONTRACTQR" CITY" N.HARRlS COMPUTER COIZYORATION, a CITY OF ORANGC,a municipal corporation Canada corporation 3y: .. ,-''f .,.-._--`. /,----- By: Printed Name: S-C r G-S ark A. Murphy, M r 1'itle: ( c-e - Mnrke-+ By: A I r sT: Printed Name: Title: Pamela Coleman, City Clerk APPROVED AS TO rO1uVi: Mary E. B nin; Senior Ass stant City Attorn NOTI: City reyuires the following signature(s) on behalf of the Contractor: 1) the Chairman of the I3osrd,the Pre.sident or a Vice-Yresident,AND (2) thc Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secreta y or an Assistant Treasurer. If only one corporate officer exists or one corporate ofticer holds more than onc corporate ofGce,please so indicate. OR The corporate officer named in a corporate resolution as authorized to enter into this Agweement. A copy of the corporate resolution, ccrtified by the Secretary cfase in Eime to the executdon of the Agreement, must be provided to City. I C T H STA UTILITIES 5 LUTIOi S ti r •m r I t ti City of Orange February 4, 202Q Version 1.1 SC?1n!VAI_1D lli lTlL:April 4, 020 Revision Control Document Title: Orange—NorthStar mCare 6 Implementation SOW 1/er on;., ate ;. A. R ar E3etails/ ol aments, '.'.?4: '<,-. Version 1.0 06-19-2019 P.Sekhon Initial Draft Version 1.1 02-04-2020 P. Sekhon Revised pricing and date. oRTH sTaR U7ILITIES SOLU710NS Page2 1 TABLE OF CONTENTS 1 Introduction....................................................................................................................................4 1.1 Objective..................................................................................................................................4 2 mCare 6 Core Functionality.............................................................................................................5 3 Service Description..........................................................................................................................8 3.1 Areas within Scope...................................................................................................................8 3.2 Areas Out of Scope................................................:................................................................11 4 Estimated Timeline........................................................................................................................12 5 Change Management Process.......................................................................................................14 6 Fees&Payment Schedule...:.........................................................................................................15 6.1 Fees .......................................................................................................................................15 6.2 Payment Schedule..................................................................................................................15 6.3 Travel and Living Expenses.....................................................................................................16 7 Termination...................................................................................................................................17 8 Project Assumptions.....................................................................................................................18 9 Document Acceptance and Signoff................................................................................................20 AppendixA-NorthStar mCare 6—Hardware Requirements................................................................21 dORTH STAR'" UTILITIES SOLUT[ONS Page3 r 4 1: I,NTRODUCTION n 3 z. ..,,. __.e_,....,.._,:..,.,..,..W..,.,.. . .,.. .._..z6:,.....,__.., . . ... w.:.,. . . . . ... F_...w.:;.u4«,Gu..,........ . _.u....,m_„Skwu.,,, .. .. T,.....,...,.,*,a This Statement of Work (SOW) defines the work to be performed by NorthStar Utilities Solutions, hereafter referred to as "NorthStar", an unincorporated division of N. Harris Computer Corporation, for the City of Orange, hereafter referred to as"Orange",to migrate from the NorthStar mCare 1 application to NorthStar's mCare 6 platform. This SOW includes a high level timeline, fees, and other terms and conditions specific to the services requested by Orange. The purpose of this document is to provide information on the features and value of mCare 6, along with the level of effort associated with the implementation,for those customers upgrading from the mCare 1 application. 1.1 Ob jective . . a ..x .. . The overall project objective is to provide Orange with a `workforce management' solution that will address daily operations challenges and provides measurable benefits for in-field staff around performance, safety and job satisfaction. The high level objectives of this project are to: Install, configure and implement core mCare 6 solution defined in section 2. This solution will be installed on a Orange premise based server. Deliver system training designed to develop user competency with the use and configuration of the mCare 6 solution. Changes to this document shall be made through a change management process as described later in this SOW. NORTH STAR'" U7TLITIES SOLU7i0NS Page4 w ,__.,,. Mau a: . 7, w: :, ._ . .. . _. E: MCARE 6 CORE FUNCTIOiVALITY m... . ... a_ a a .. . ._. _..__w_ ...__ __...__ . This section outlines the key functions and features of mCare 6.0. The mCare product supports the following utility services and meters; Water Electric(please note that CT/PTs are not supported at this time in mCare 6) Gas Version mCare 6.0 is compatible with following CIS service order types: Disconnect Reconnect Move In Move Out Generic(re-reads, meter install/removal/replacement) o Administrator: Administrator can set which color will be used for service order priority label. Administrator can set a list of standard terms that the FSR can use while completing a service order. Administrator can set a list of generic service orders that can be created by an FSR from a field. Administrator will be able to set which service order call types have mandatory meter readings Administrator will be able to set which service order call types will be auto-completed by the system (do not require manual approval) Administrator will be able to set which service order call types will contain meter installation instructions. Administrator will be able to set up meter number 0 padding rules-used to lookup a meter in CIS during install. Administrator will be able to set which service order call types will contain meter removal instructions. Administrator will be able to set which service order call types will contain meter replace instructions. Administrator will be able to set which service orders will need register swap functionality. Administrator will be able to set which service orders will need transponder swap functionality. Administrator will be able to add/remove users and change/modify their roles and permissions in mCare. o Dispatch The dispatcher will be able to filter and sort the list of service orders that arrive from CIS and are ready for assignment. NORTN STAR'" UTILITIES SOLUTf NS PageS The dispatcher will be able to see the service order location on a map. The dispatcher will be able to organize service orders into shared queues. The dispatcher will be able to assign/unassign service orders to/from FSRs. The dispatcher will be able to see FSR availability and their service order count by status. o Field Service Representative(FSRj FSR will be able to see the service orders assigned to him or her directly by dispatch. FSR will be able to see the service order location on a map. FSR will be able to claim service orders from shared queues FSR will be able to accept, discard or delay a service order. FSR will be able to re-order the accepted list of service orders. FSR will be able to select a service order and automatically get directions to the location google map application will be opened with all standard turn by turn functionality) FSR will be able to'take back'service order when service order is in review. FSR will be able to create service orders in a field from a context of another service order FSR will be able to complete a service order with completion notes. FSR will be able to complete a service order and record water/electric/gas meter install event. FSR will be able to complete a service order and record water/electric/gas removal meter event. FSR will be able to complete a service order and record water/electric/gas replace meter event. FSR will be able to complete a service order and record a swap of registers on water/gas meters. FSR will be able to complete a service order and record a swap of transponders on water/gas meters. o Back Office Clerk—Reviewer BOC Reviewer will be able to sort and filter service orders BOC Reviewer will be able to send service orders back to FSR for rework. BOC Reviewer will be able to make adjustments/corrections to service orders before they get approved. BOC Reviewer will be able approve service orders completed in a field. o Back Office Clerk—Reporter BOC Reporter will be able to sort and filter service orders BOC Reporter will be able to export the list of service orders to CSV file for advanced reporting in Excel Refer to mCare 6.0 User Guide for more information. NORTH STAR'" UTILITIES SOLU710NS Page 6 NORTH STAt'" UTILITIES SOLUTIONS Page7 t .„, i'°" ;', 3 °'? r SERUICE DESCE2IPTION 4 w...,a._ .,. , _. . _._ .. ....,._.., a .r.,.... .._.. .. 3.1, . Areas within Scope , -` . ` `. ' 3.1.1 Implementation Scope All activities to be performed remotely, unless otherwise stated. NorthStar will deploy two instances of the mCare platform and applications in the Orange environment: one Test instance and one Production instance. 3.1.2 Project Management A NorthStar Project Manager (PM) will be the primary point of contact for Orange on the mCare 6 implementation. The PM has the overall accountability to successfully deliver the services required for a successful mCare 6 implementation within agreed upon timeframe and budget. The project team will directly report to the PM and the PM will have the authority and support to manage the project team in the best interest of the project. The PM is also accountable for the following high-level project activities: Interface with Orange assigned PM. Conduct regular internal project meetings to ensure that all aspects of the project are understood by the team and that progress and risks are properly reported. Conduct regular project meetings with Orange. Review of project status,schedule, risks, resources as well as any other issues that may affect the success the project. 3.1.3 mCare Installation& Configuration Orange will be provided with an mCare Deployment guide as part of the project kick off. Orange IT will be responsible for obtaining and installing the necessary applications detailed in Appendix A—Hardware Requirements prior to the installation of mCare 6. mCare 6 has dependencies on NorthStar database and code libraries being up-to-date. Oranae's production environment will need to be patched up to the latest CIS maintenance release prior to the commencement of the mCare 6 proiect. 3.1.4 mCare Functional Review A NorthStar Technical Consultant will perform a code review of mCare 1 to determine w.hat customizations, if any, had been made for Orange. Once this analysis is complete a NorthStar Application Consultant will conduct a functional review with Orange to identify where this N RTH ST 1R'" UTILITIES SOLUTI NS Page8 custom programming has been replaced by mCare 6 core functionality, what new mCare 6 functionality will be utilized and what custom modifications will no longer be available for Orange. 3.1.5 mCare Training 3.1.5.1 Remote End User Training;4 days remote mCare Administrator Training Session: mCare Administrator training is held with those users who will be responsible for maintaining the application post Go LIVE.This session will be a combination of hands on configurati'on and process training.The NorthStar Consultant will show administrators how to manage users, roles and permissions and will familiarize them with those elements of the mCare application that they have the ability to update and/or add content to. An example of administrator training is installing and configuring the mCare Field App. mCare Dispatch Training Session The mCare Dispatch training sessiori will introduce those who will be responsible for assigning work to Field Service Representatives.As part of the session we provide a walk-through of the basic functionality to assist with understanding the mCare solution and features to managing service orders and requests. mCare Office Training Session The mCare Office training session will introduce those who will be responsible for reviewing and approving field completed work by FSRs.As part of the session we provide a walk-through of the basic functionality to assist with understanding the mCare solution and features to managing service orders and requests. mCare Field Service Representative Training Session The mCare FSR training session will introduce those who will be responsible for carrying out work in the field to mCare features for mobile devices. 3.1.6 mCare 6 UserAcceptance Testing(UAT) NorthStar will provide Orange UAT test plan and the mCare 6 User Guide for User Acceptance testing. Upon completion of testing Orange will submit a signed copy of the UAT test plan NORTH STAR'" UTILITI S SQLUTIONS Page9 confirming all areas of mCare 6 have been successfully reviewed as a prerequisite for NorthStar to schedule the Go LIVE activities. Orange will have two weeks to complete the initial round of User Acceptance Testing. During that two week period NorthStar will work with Orange to remediate all priority 1 issues. Orange will then have one week of final Acceptance testing prior to scheduling Go LIVE. If a project delay is encountered due to external factors outside of NorthStar's control, and User Acceptance Testing needs to extend beyond the initial two week and subsequent one week windows for UAT remediation testing NorthStar and Orange will analyze the results of this external factor on the project timeline to determine if there is a need for a change request to reflect a substantial change to the project plan, budget, or timeline. J 3.1.7 Go LIVE and Go LIVE Support NorthStar will deploy mCare 6 to production; including clearing the mCare database and repointing to NorthStar production database. NorthStar will create a copy of the mCare 6 instance which will become mCare TEST. NorthStar will provided dedicated support for 10 business days post Go LIVE before transitioning to NorthStar Support Services. 3.1.8 Orange Responsibilities Following are the key responsibilities of Orange under this agreement: Purchasing MS-SQL license—if required. Mobile devices ready to run mCare Field App. Installing and configuring mCare Field App Ensuring NorthStar has direct, dedicated remote technical connection capabilities with administration access to any server that the NorthStar applications reside on for the duration of the upgrade project Ensuring that underlying infrastructure for mCare is acquired and installed by the required time per agreed upon project plan (Note: minimum specifications for servers and workstations should be discussed and agreed upon at commencement of project) Installing server with appropriate network connectivity Installing operating system and partitioning disk space Installing database software Creating users at the operating system level NORTHrSTAR'" UTILJTIES SOtUTIONS Page 10 Installing VPN connection Configuring back up and maintenance routines for new database Testing hardware components and environment Conducting mCare Acceptance testing Leading Go LIVE activities Timely completion of the mCare Configuration checklist 3.1.9 Engagement Completion Criteria The Engagement is deemed completed once upgraded application has been deployed to the live environment for twenty business days and that any Priority 1 items raised during that period have been resolved. NorthStar has the exclusive right to classify call types according the definitions below. r zr w,a 49'k ' t^ r,.fi d a v t g` v a. €; °'` Pk e x - Rus n,ra'r.t., n £ e ',`"' .°'°"f` '* , s. +'. . 5k f d4 9P SA Y k Fe j Priority 1—Urgent or High Priority g ' Sys n a;, tem Down(Software Application,Hardware,Operating System,Database) e slmpacts Critical Business Function`without a workaround y,,.. o ... i Performance issues of severe nature impacting critical processes. s:. _ . .:._;.,_...._ ..._.._. ._._. .._.. . .., _ e..-. . _.:. Priority 2—Medium Prio ity ' . System errors'that heve workarounds' Impactto business function is not criticaL• j Performance issues not impacting criticalprocesse's". d Usability issues ` Workstation connectivity issues(Workstation specific) k'Priority 3—Low Pr ority ~ Er . . p%linimalror no irnpact to critical-business function R eport fo'rmatting:issues. o,. Training questions;fiow to,or implementing°new processes j Aesthetic issues f-''• Issu'es with workaround's'for large majority of accounts a,,• Recommendations for enharicements on system changes y : j Questions on documentation: w_.__w M. 3 M.._. ___,_,_._...__._ ._r_u W e 3.2 °Areas Out of Scop e ;, Anything in this section and not listed in the above "Areas within Scope" is considered out of scope for this SOW.Specific items that are currently out of scope of this engagement include: Single Sign-on Authentication with mCare 6 and CIS Integration with a GIS system. Supporting third party workforce and service order integration Any customizations made to mCare 1 that are not part of current functionality within mCare 6. Any standard mCare 1 functionality that is not part of current functionality within mCare 6. Database maintenance and backups (As part of the mCare 6 implementation,the NorthStar team will work with the customer to ensure that they understand what the requirements are for backup and frequency of backups) NORTH STAR'" UTILITIES$OLUTIONS Page 11 Go LIVE cutover taking place on during regular business hours. If the customer requires a Go LIVE on a weekend or weekday evening outside of business hours, a change order for the overtime work may be required. Training of Orange's customers. d 4 ' ESTIMATE DTIIVI ELINE ,, ' r T_..... ........_w._._ _ . __. ..,...m. .... u._._ ..,.. _... . . ,.___a.._r.. .... ... ._. . ., .... The estimated duration of this engagement is approximately 7 weeks. The possibility and feasibility of a reduced duration will be evaluated during the Customer Preparation phase as it will depend on availability of resources and involvement of Orange Team members. Adherence to the project plan and timeline is critical. NorthStar will prepare a formal project plan and timeline. Orange will review, provide comments on, and provide NorthStar with approval of the project plan and timeline. y p; G 1 lA,,._... .I °v» ..a a '..,....,a:.;:.,...!ll m '` 7 t IM, u`'..s."..a_ m, whq,i':_..,.M._:..,,,. k -, ..an 4"'' m +.' Y, k y 3'j, Pro e K ck Q,f. ,' ^ I x A z x r , ` r u t ` rk CUSt017I8 PCG'(JUCQ lOI7;a iqv a l +'ti '"a?° a . '„a``-a `` *^ y "'ad °.;, a n 'a r4aFad`R aMr» ,`{t U s fi ' a za dSc.`a ,° h'y »s.' s ""3- ; . ro ro,r-- s.s _ 'z`.„„- s i r i J111CQf26lIStQQ1011ai2i ar E` 5 i r F u ;aJi ,6 ^'a s'y 3 a t`1 w' ' i'lr1CpC2iFUl]CtIQIIQ RBV1eW ff! a ` t s r" r a l tt e r l , v, ra s 7 , F 9 E s a < ro t ts a a. b s .7.* r a",*n r rTM r' a '3-:^,.r"' ,Si'' r d wyr^r^- A ' i r • 117CQIE'C0f7,flf_JGfAr170l7tqfT(QlfUflg RClalO'8 i e""?, y, r °" °"""` it t 'r u r k sa,M1 r,,, t j'.;'; a '" G T(I -.a-""' ^^t' r a, r. .. 3 ' • User Acc eptance Testing&lss"ues Rem;ediation Y Y, a '. „*qi . 'l e .t iT h' _ Np t -y P r5 5.`::.' `ya.' ii i . idi ,i h„"u7Nil'!, a _ y ,? t- v... }.S fr i C*'"" t^. r 9''°k r ' m ei y5a& . , . gv UserAcceptanc 7"estrng&lssaes e ned atlon 9 y,r'I ,6 re - aP" : w"'""' , w s e ,,,' i "?¢d : t,`f"A . z` m,,... -","+. a *' l.a,:a.,:"' y .U ln B e d i 9 c' i s, ' .-; m ^`li"x _ _vi GoL1VE ,, af p Y i h p @ Y 4 PosC 6o LIUE Support - * ' p ,u a i " i 'ag y -t a . i .. i w e sp ,.r J - N d r,i I i va'fi , a,., t' Ce• P t'aQ UF tSIlp 7` 7 t ; a3K" „ r°a'^^++; — a hi i e„g r I x' i i u n .- z b r' z '* w x i wa,: a r n , i , a f 17S1 tOl`I'O$t!nn OY'SEI1r10ES: r *'"„'' r t a„ i'`"` ° q xa ( « F k C l'i.,lY'.a kY,; Y % r a r u at v s r, 'a .',a,.F it : ,.:^%:'!e.e ai; .„' ,k,:,.,..:.,.... F,,... ..,.,. a:i .,.'.;_„ ,,,_ ._rink:w':....::,,w__ ,. .":rM w.«.,..`....,.:i There are a number of factors to be considered that will have an associated un-planned increase in effort and will therefore impact the project schedule. These factors are typically not determined until project kick-off and will be a key input into the final Go LIVE date and may result in additional cost. NorthStar will notify Orange of any increase in effort and will provide Orange with a Change Order according to section 4 Change Management Process.These factors include: Project Resourcing: In the event that Orange staff is unable to be dedicated to the agreed upon project plan, resulting in an extension of the timeline, NorthStar will evaluate the need for a Change Order for additional Project Management and dedicated support services to extend the project timeframe. Nt3RTH STAR" UTILITIES SOLUTIdNS Page 12 l NORTH STAPt"" UTILITIES SOLUTIONS Page13 5 py CHANGE Ml NAGEMEaNT PROCESS . . . .. ., M ,.''....____rn..-..__. _ w ,...,.... NorthStar will maintain the SOW with formal documentation denoting agreed upon changes.Orange and NorthStar may propose changes to this SOW addressing services falling outside the scope of services described in this SOW ("Change"). The Change Order form must be used for all change requests. NorthStar shall have no obligation to commence work in connection with any change until the fee and schedule impact of the change is agreed upon in a written Change Order form signed by the designated representatives from both parties. Upon identifying the need for a change, NorthStar shall submit the ahange on our standard Change Order form describing the change, including the impact of the change on the schedule,fees and expenses. Within 5 consecutive business days of receipt of the change order form, Customer shall either indicate acceptance or rejection of the proposed change by signing the Change Order form or any other period of time mutually agreed to by the parties. If NorthStar is advised not to perform the change,then NorthStar shall proceed only with the original services. In the absence of Customer acceptance or rejection of the Change Order, NorthStar will not perform the proposed change. N RTH STQR'" UTII.ITIES SOLUTIONS Page 14 C w FEES.Bc PAYMENT SCHEDULE „m m ` ` M.. ...,:..;....._ .. . _.n .,. . ._...:, ,a.n,`...w..,.:u.. na....M.........:........ H s.. _.. .-.. .., ,...........,........... r 6.1 Fees ` . mCare 6 Implementation Services Total Professional Services Project Management Installation &Configuration Training 27,800 Acceptance Testing Go LIVE Cut Over Post LIVE Support Technology, Communication,Administration 1,390 Project Total 29,190 6.2 Payrnent Sch edule Any mutually agreed upon change controls will be billed at the standard NorthStar hourly rate of$215 when incurred. An additional amount equal of 5% of the total fees billed has been included in the fee charged to cover technology, communication and administrative costs. Price excludes any applicable taxes. The NorthStar fees for the scope of services described in this Statement of Work,including the technology, communication and administrative fee, is $24,990 USD based on fixed price plus any travel and logistics T&L)which may be required. 6.2.1 Professional5ervices 1. 50%on SOW signing 2. 20% on installation of mCare 6 software in the customer environment on a non-production or production server. 3. 20%on move to production environment 4. 10% 10 business days post go-live Invoices are payable upon receipt, Quote is valid for 60 days from date of delivery. After 60 days the quote will be considered expired and would need to be reassessed and re-quoted if still required. NORTH STA,R'" UTILITIES SOLUTIpNS Page 15 r..m .. _ 6.3 Travel and Living Expenses The above mentioned fees do not include any travel and per diem expenses incurred for on-site visits for this engagement. Any travel time will be billed at$75/hour. Orange shall also pay or reimburse travel expenses plus a per diem reasonably incurred in furtherance of NorthStar duties hereunder. NORTH STAR`" UTILITIES SOLUTIONS Page 16 A._._,. .__.., . * w 7: TERMiNATION M .__.. ___.m..w.. . _ .. __ __,.. .,.._w. a u,..___..__.__... .w,...,.,___ Unless NorthStar and/or Orange exercises its right to terminate this SOW due to material breach or default, NorthStar must provide, and Orange must purchase, services from NorthStar for the items defined within this SOW. If Orange and/or NorthStar exercises its right to terminate this SOW due to material breach or default, or Customer and/or NorthStar terminates this SOW without cause, Customer's obligation includes the following: 1. Provide notice of 10 calendar days for termination without cause; 2. Return the software to NorthStar and certify, under the hand of a duly authorized officer of the Organization,that all copies of the software or any part thereof, in any form,within the possession or control of the Organization have been returned to NorthStar. ('if applicable) 3. Complete payment.for services performed and expenses incurred prior to termination including: a. Any amounts previously invoiced but unpaid; b. Fees for services performed through the termination date which has not been invoiced; and c. Any approved travel and living costs. NorthStar's obligation includes the following: 1. Provide notice of 10 calendar days for termination without cause; Under no circumstances shall NorthStar be liable for any special, indirect, consequential, punitive or incidental damages of any kind and shall not be liable for loss of profits, works stoppage, system failure or malfunction, loss of data or any other damages or losses in connection with this statement of work, even if NorthStar has been advised of the possibility of such damages. In any event, NorthStar shall not be liable to pay any amount, in the aggregate,that is greater than the fees received by NorthStar under this statement of work. NOR'H STAR'" UTILITIES SOLUTIQNS Page 17 8, PROJECT 4SSUMPTIONS . d n..,..,,. _ _..e u,ti.___. :..... .. _.r .,.._ .. ..' .__;a _ . .. . ..__. .___ . _.. ...., The Services,fees and delivery schedule for this engagement are based upon the following assumptions: Any items not explicitly identified within this document are considered out of scope. Any changes to those responsibilities and/or deliverables will be considered a change in scope for the engagement. Any proposed change to the engagement scope must be put into written format and be submitted to NorthStar during this engagement for review and consideration. This engagement currently has,and will continue to have,the support of senior Orange management and will be assigned sufficient priority with respect to other project to ensure its success. Orange will assign a lead to act as an internal resource and guide throughout this engagement. Orange will secure the appropriate staff in a timely fashion in order to discuss or review the various materials produced when required. Orange will provide access and support from the IT group and any other stakeholder, as deemed necessary by NorthStar throughout this engagement. Orange agrees to facilitate any required Orange Corporate logistics for the fulfillment of this agreement. Orange will secure, as required and in a timely fashion,the assistance and cooperation of third party vendors(e.g. CIS,AMI, Payment, Bill View)to ensure a successful mCare 6 implementation.A change control may be created if the third party vendor is unavailable or non-cooperative and as such results in an impact to the schedule or effort. Third party vendor solutions are able to provide information required by the mCare 6 as well as accept information provided by the mCare 6. All documentation provided by Orange shall be up-to-date and accurate or if that is not the case, advise NorthStar as such. All hardware, software, and network components supplied by Orange are working properly and are free of defects and will meet minimum hardware standards provided during the engagement. To minimize project costs, the majority of project work will be performed at one of the NorthStar's locations except for project activities where face-to-face is deemed more effective. Orange will provide the appropriate remote access to its network, facilities, and systems as may be required to perform activities from one of NorthStar's locations. NorthStar shall abide by all rules and directions of Orange when accessing the Customer's network,facilities or systems. Price does not iriclude Orange approved travel and living expenses that may be required as part of the delivery of the engagement unless specified in the contract (i.e. air, car rental, gas, per diem and hotel). NorthStar will work with Orange to identify most cost effective accommodations for Orange on-site activities that are mutually agreed upon. Orange resources will be available as required for Acceptance Testing. It is expected that the individuals identified will have experience in the day-to-day operations and will work closely with the NorthStar Consultantto resolve issues as required.The main purpose forthis interaction is to provide a quick and consistent response to procedural issues so that the NorthStar Consultant is not required to contact a large number of Users. NORTH(STAR'" UTILITIES SOLUTIONS Page 18 mCare 6 may have dependencies on NorthStar database and code libraries being up-to- date. Orange's TEST environment will be patched up to the latest Maintenance Release prior to deployment of the custom mod. Note; mCare 6 testing phase may need to be extended based on the number of upgrade patches required to properly update the TEST environment to the NorthStar recommended release state. NORTH STAR' UTILITIES SOLUTIpN$ Page 19 II»... f 9 ,' DOCUMENT ACCEPTANCE AND SIGNOFF A_ ...u... .; _ ... .,: ..... _. _. .....a.. .. ..,:ti,.__ w Accepted on this day by: City of Orange NorthStar Utilities Solutions gy: !a.e,- Tau.e 6.e,e, By; ' ' rvame: amey Taulbee Name: Sean Sykes Title: Finance Manager Title: Vice President Sales & Marketing Date: 03/11/2020 oate: 03/25/2020 Please sign and return this document by email to Paven Sekhon at psekhon@northstarutilities.com. NORTH STAR'" UTILITIES SOLUTIONS Page 20 APPENDIX A NORTHSTAR MCARE=6 HARDWARE REQUIREIVIE NTS r w o_.. . _ ._.. _ ____.._} mCare 6 recommends two installation environments, a test instance and a production instance. All environments can be run within a virtual configuration so long as the adequate number of physical resources are allocated appropriately to the virtual machine. In all cases, the database environment recommended is SQL Server 2016 and this will be installed and configured as part of the implementation process. The production environment will require the purchase of a certificate from a central authority (CA) to ensure that the application can be configured for use on a secure port for SSL. Recornmended iOS,Android,i Jindows 10 Tablet Specs: Screen Size 8" (320 ppi density)or 9.7" (^'264) (4:3 ratio) 1536 x 2048 pixels,4:3 ratio GPU CPU dual-core 1.5 GHz(min 133 GHz) 2G6 of RAM (min 1.5 GB) Back Facing Camera LTE or LTE adapter Recommended Devices (Used in Development Testing): Apple iPad Mini 4 8" 0 Apple 5th Gen 9.7„ Galaxy Tab S2 8" Galaxy Tab S2 9.7" Surface Pro 4 12.3" Device Resolution Check To check if device you are planning to use has the right resolution CSS width and CSS height,you can connect to the website below with the actual device https://www.mvd evi ce.i o/ If you do not have access to the device,check the reference list below reference https://www.mvdevice.io/#compare-devices) To run mCare 6 on your tablet you will need the CSS width to be min 750 pixels,CSS height to be min 1024 pixels. You can also apply this formula if you do not have access to the device at this time and the device is not in the list above CSS Width= Physical Resolution Width/(Screen PPI/160) CSS Height= Physical Resolution Height/(Screen PPI/160) NORTH STAR'" UTILITIES SOLUT[ONS Page 21 Example: 1536 x 2048 pixels,4:3 ratio(^320ppi density) CSS Width= 1536/(320/160)=768 CSS Height=2048/(320/160)=1024 NORTH STAR' U7ILITIES SOLUTIONS Page 22