HomeMy WebLinkAbout23 - Amendment to PSA for Facility Maintenance SoftwareQ �EwPpRT
CITY OF
s NEWPORT BEACH
`q44:09 City Council Staff Report
August 26, 2025
Agenda Item No. 23.
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: David A. Webb, Public Works Director - 949-644-3311,
dawebb@newportbeachca.gov
PREPARED BY: Tom Sandefur, Assistant City Engineer - 949-644-3321
tandefur@newportbeachca.gov
TITLE: Approval of Amendment No. One to Professional Services
Agreement with Brightly Software, Inc. for Facility Maintenance
Software
ABSTRACT:
The City of Newport Beach utilizes Brightly Software, Inc. (Brightly) Asset Essentials
software to track, maintain and manage City facility maintenance and repair functions.
Staff requests City Council approval of Amendment No. One to the professional services
agreement with Brightly, extending the City's ability to use Asset Essentials for facility
maintenance management for an additional three years.
RECOMMENDATIONS:
a) Determine this action is exempt from the California Environmental Quality Act (CEQA)
pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because
this action will not result in a physical change to the environment, directly or indirectly;
and
b) Approve Amendment No. One to the professional services agreement with Brightly
Software, Inc. for Facility Maintenance Software to extend the term through June 30,
2028, increase the agreement amount by $68,613.21 for a total not -to -exceed amount
of $187,351.80, and authorize the Mayor and City Clerk to execute the agreement.
DISCUSSION:
The City maintains approximately 100 public buildings. These include restrooms,
recreational facilities, libraries, fire stations and support buildings. The facilities require
preventative maintenance to remain functional and reactive maintenance to address
issues that arise due to use. Staff utilizes a software program called Asset Essentials to
organize these maintenance needs. The program allows staff to track and analyze facility
maintenance needs and plan maintenance efforts.
In April 2023, the City entered into an agreement with Brightly for a total cost of
$118,738.59. The contract included the conversion of the City's facilities condition
assessment data into Asset Essentials formatting and access to two years of Asset
Essentials facility maintenance management.
23-1
Approval of Amendment No. One to Professional Services Agreement with
Brightly Software, Inc. for Facility Maintenance Software
August 26, 2025
Page 2
City personnel have been using the program to manage the City's facility maintenance
and repairs for two years with favorable results. As the original contract approached its
end of term, the City solicited a proposal from Brightly to continue using Asset Essentials
for three additional years.
Per Council Policy, the original contract was signed by the city manager as it was within
the city manager's signing authority. The proposed contract amendment pushes the total
contract cost above that signing authority and thus the new extension must be approved
by the City Council.
FISCAL IMPACT:
The adopted Capital Improvement Program budget includes sufficient funding for the
approval of this agreement. The additional three-year cost of Brightly is $68,613.12. It will
be expensed to the Facilities Maintenance Master Plan account in the Public Works
Department, 57101-980000-26F02.
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this action is not subject to the California
Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not
result in a direct or reasonably foreseeable indirect physical change in the environment)
and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA
Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no
potential for resulting in physical change to the environment, directly or indirectly.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
ATTACHMENT:
Attachment A — Amendment No. One to the Professional Services Agreement
23-2
ATTACHMENT A
F-11Jj14L,111>,I=10119Zlexe7►1 =0 1107
PROFESSIONAL SERVICES AGREEMENT
WITH BRIGHTLY SOFTWARE, INC. FOR
FACILITIES MAINTENANCE SOFTWARE
THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT
("Amendment No. One") is made and entered into as of this 29th day of June, 2025
Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal
corporation and charter city ("City"), and BRIGHTLY SOFTWARE, INC., a Delaware
corporation ("Consultant"), whose address is 11000 Regency Pkwy, Suite 300, Cary, NC
27618, and is made with reference to the following:
RECITALS
A. On April 1, 2023, City and Consultant entered into a Professional Services
Agreement (Contract No. C-9274-1) to provide Facilities Maintenance Planning
and Tracking Software ("Agreement").
B. The parties desire to enter into this Amendment No. One to extend the term of the
i 'Agreement to June 30, 2028, to increase the total compensation, and update the
insurance requirements.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on the Effective Date, and shall
terminate on June 30, 2028, unless terminated earlier as set forth herein."
2. COMPENSATION TO CONSULTANT
Exhibit B to the Agreement shall be supplemented to include the Schedule of
Billing Rates, attached hereto as Exhibit B and incorporated herein by reference. Exhibit
B to the Agreement, and Exhibit B to this Amendment No. One shall collectively be known
as "Exhibit B."
Section 4.1 of the Agreement is amended in its entirety and replaced with the
following: "City shall pay Consultant for the Professional Services and the Services in
accordance with the provisions of this Section and the Schedule of Billing Rates attached
hereto as Exhibit B and .incorporated herein by reference. Consultant's compensation for
all Professional Servies and the Services performed in accordance with this Agreement,
including all reimbursable items and subconsultant fees, shall not exceed One Hundred
Eighty Seven Thousand Three Hundred Fifty One Dollars and 801100 ($187,351.80)
without prior written authorization from City. No billing rate changes shall be made during
the term of this Agreement without the prior written approval of City."
23-3
The total amended compensation reflects Consultant's additional compensation
for additional Services to be performed in accordance with this Amendment No. One,
including all reimbursable items and subconsultant fees, in an amount not to exceed Sixty
Eight Thousand Six Hundred Thirteen Dollars and 21/100 ($68,613.21).
3. INSURANCE
Exhibit C of the Agreement shall be deleted in its entirety and replaced with Exhibit
C, attached hereto and incorporated herein by reference. Any reference to Exhibit C in
the Agreement shall hereafter refer to Exhibit C attached hereto.
4. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
Brightly Software, Inc. Page 2
23-4
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: $/I7_/2<-
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By: P"' By:
a n C.'Harp Joe Stapleton
City Attorney Mayor
ATTEST:
Date:
No
Leilani I. Brown
City Clerk
Attachments
CONSULTANT: BRIGHTLY SOFTWARE,
INC., a Delaware corporation
Date:
By.
Sarah Swanson
Vice President, Client Success, Support
and Education
Date:
By:
Trey Seck
Chief Client Officer
[END OF SIGNATURES]
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Brightly Software, Inc. Page 3
23-5
EXHIBIT B
SCHEDULE OF BILLING RATES
Brightly Software, Inc. Page B-1 23-6
Service Term: 36 months (07101/2025 - 06/30/2028)
Asset Essentials Core
7/1/2025
6/30/2026
Plus
Facilities/Physical
7/1/2025
6/30/2026
Plant Module
Dude Analytics
7/1/2025
6/30/2026
Asset Essentials
7/1/2025
6/30/2026
Inventory
Annual Renewal:
*Your Sourcewell discount has been applied.
$22,871.07
$0.00
$0.00
$0,00
$22,871.07 USD
l�
23-7
j Investment Year 2 Start ; Investment Year 3 Start
Item Date:07101/2026 ! Date:07/01/2027
i
FAsset'Essentials Core Plus
22,871.07 USD 22,871.07 USD
Facilities/Ph sical Plant Module
y --- —� _ — included Included
i
-Dude Anal tics � �--T-4T^ Included Included
Y �
- Asset Essentials Inventory Included Included
Total: ; 22,871.07 USD i 22,871.07 USD
23-8
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City,
and prior to commencement of Work, Consultant shall obtain, provide and
maintain at its own expense during the term of this Agreement, policies of
insurance of the type and amounts described below and in a form satisfactory
to City. Consultant agrees to provide insurance in accordance with
requirements set forth here. If Consultant uses existing coverage to comply
and that coverage does not meet these requirements, Consultant agrees to
amend, supplement or endorse the existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury
by disease in accordance with the laws of the State of California.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council,
boards and commissions, officers, agents, volunteers and employees.
B. General Liability Insurance_. Consultant shall maintain commercial
general liability insurance, and if necessary excess/umbrella liability
insurance, with coverage at least as broad as provided by Insurance
Services Office form CG 00 01, in an amount not less than one million
dollars ($1,000,000) per occurrence, two million dollars ($2,000,000)
general aggregate. The policy shall cover liability arising from premises,
operations, personal and advertising injury, and liability assumed under
an insured contract (including the tort liability of another assumed in a
business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or
rented vehicles, in an amount not less than one million dollars
($1,000,000) combined single limit each accident.
Brightly Software, Inc. Page C-1 23_9
D. Cyber Liability Insurance in an amount not less than two million dollars
($2,000,000) per occurrence and four million dollars ($4,000,000)
annual aggregate covering (1) all acts, errors, omissions, negligence,
infringement of intellectual property; (2) network security and privacy
risks, including but not limited to unauthorized access, failure of security,
breach of privacy perils, wrongful disclosure, collection, or negligence in
the handling of confidential information, privacy perils, including
coverage for related regulatory defense and penalties; (3) data breach
expenses payable whether incurred by City or Consultant, including but
not limited to consumer notification, whether or not required by law,
computer forensic investigations, public relations and crisis
management firm fees, credit file or identity monitoring or remediation
services in the performance of services for City or on behalf of City
hereunder.
The policy shall contain an affirmative coverage grant for bodily injury
and property damage emanating from the failure of the technology
services or an error or omission in the content/information provided.
If a sub -limit applies to any elements of coverage, the certificate of
insurance evidencing the coverage above must specify the coverage
section and the amount of the sub -limit.
E. Excess/Umbrella Liability Insurance. If any Excess or Umbrella Liability
policies are used to meet the limits of liability required by this contract,
then said policies shall be "following form" of the underlying policy
coverage, terms, conditions, and provisions and shall meet all of the
insurance requirements stated in this contract, including, but not limited
to, the additional insured and primary & non-contributory insurance
requirements stated herein. No insurance policies maintained by the
City, whether primary or excess, and which also apply to a loss covered
hereunder, shall be called upon to contribute to a loss until the
Contractor's primary and excess/umbrella liability policies are
exhausted.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation
against City, its City Council, boards and commissions, officers, agents,
volunteers and employees or shall specifically allow Consultant or others
providing insurance evidence in compliance with these requirements to
waive their right of recovery prior to a loss. Consultant hereby waives its
own right of recovery against City, and shall require similar written
express waivers from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excesslumbrella liability, cyber liability, and automobile liability, if
Brightly Software, Inc. Page C-2 23-10
required, but not including professional liability, shall provide or be
endorsed to provide that City, its City Council, boards and commissions,
officers, agents, volunteers and employees shall be included as insureds
under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance or
self-insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation (except for nonpayment for which
ten (10) calendar days' notice is required) or nonrenewal of coverage for
each required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance
to City as evidence of the insurance coverage required herein, along
with a waiver of subrogation endorsement for workers' compensation
and other endorsements as specified herein for each coverage.
Insurance certificates and endorsement must be approved by City's Risk
Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of
this Agreement. The certificates and endorsements for each insurance
policy shall be signed by a person authorized by that insurer to bind
coverage on its behalf. At least fifteen (15) days prior to the expiration
of any such policy, evidence of insurance showing that such insurance
coverage has been renewed or extended shall be filed with the City. If
such coverage is cancelled or reduced, Consultant shall, within ten (10)
days after receipt of written notice of such cancellation or reduction of
coverage, file with the City evidence of insurance showing that the
required insurance has been reinstated or has been provided through
another insurance company or companies. City reserves the right to
require complete, certified copies of all required insurance policies, at
any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days'
advance written notice of such change. If such change results in
substantial additional cost to Consultant, City and Consultant may
renegotiate Consultant's compensation.
C. Right to Review Subcontracts. Consultant agrees that upon request, all
agreements with subcontractors or others with whom Consultant enters
into contracts with on behalf of City will be submitted to City for review.
Failure of City to request copies of such agreements will not impose any
liability on City, or its employees. Consultant shall require and verify
Brightly Software, Inc. Page C-3 23-11
that all subcontractors maintain insurance meeting all the requirements
stated herein, and Consultant shall ensure that City is an additional
insured on insurance required from subcontractors. For CGL coverage,
subcontractors shall provide coverage with a format at least as broad as
CG 20 38 04 13.
D. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no
additional obligations on City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type. If the
Consultant maintains higher limits than the minimums shown above, the
City requires and shall be entitled to coverage for higher limits
maintained by the Consultant. Any available insurance proceeds in
excess of the specified minimum limits of insurance and coverage shall
be available to the City.
F. Self -insured Retentions. Any self -insured retentions must be declared
to and approved by City. City reserves the right to require that self -
insured retentions be eliminated, lowered, or replaced by a deductible.
Self-insurance will not be considered to comply with these requirements
unless approved by City.-
G. City Remedies for Non -Compliance. If Consultant or any subconsultant
fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Consultant's right to proceed
until proper evidence of insurance is provided. Any amounts paid by
City shall, at City's sole option, be deducted from amounts payable to
Consultant or reimbursed by Consultant upon demand.
H. Timely Notice of Claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Consultant's performance under this Agreement, and that involve or may
involve coverage under any of the required liability policies. City
assumes no obligation or liability by such notice, but has the right (but
not the duty) to monitor the handling of any such claim or claims if they
are likely to involve City.
Consultant's Insurance. Consultant shall also procure and maintain, at
its own cost and expense, any additional kinds of insurance, which in its
Brightly Software, Inc. Page C-4 23-12
own judgment may be
prosecution of the Work.
necessary for its proper protection and
Brightly Software, Inc. Page C-5 23-13