shawn nelson irv pickler orange county water …

P.O. Box 8300, Fountain Valley, CA 92728-8300 • 10500 Ellis Avenue, Fountain Valley, CA 92708 Telephone (714) 378-3200 Fax (714) 378-3373 Web Page www.ocwd.com

Directors

CLAUDIA ALVAREZ

PHILIP L. ANTHONY

WES BANNISTER

KATHRYN L. BARR

DENNIS R. BILODEAU

JAN DEBAY

SHAWN NELSON

IRV PICKLER

STEPHEN R. SHELDON

ROGER C. YOH

ORANGE COUNTY WATER DISTRICT Orange County’s Groundwater Authority

Officers

PHILIP L. ANTHONY President

JAN DEBAY First Vice President

KATHRYN L. BARR Second Vice President

-- MICHAEL MARKUS

General Manager

October 17, 2007

Orange County Water District is pleased to submit for your consideration a request for proposal

(RFP) for programming/integration services between the District’s JD Edward’s Financial System

and its MRO Maximo Maintenance Management System. The integration is being performed in

support of the Groundwater Replenishment System (GWRS) that will be commissioned in the fall

of 2007. Your organization has been identified as a potential integrator that could meet the

District’s programming/integration objectives. The RFP is also available on the District’s website

and is located at http://www.ocwd.com/_html/purchasing.htm. There will be a pre-bid meeting

held at the main District offices at 10500 Ellis Ave., Fountain Valley, California, on Thursday,

October 25, 2007 at 10:00am.

The RFP response is due at District offices no later than 4:00pm local time, Friday November 16,

2007. OCWD is excited about this opportunity to two of its newest information systems and

looks forward to working with the selected solution provider. OCWD hopes that you will respond

to this request for proposal. If your organization decides not to respond to this request for

proposal, OCWD would like to request that you inform us of your intent not to do so. You can

contact us via email at [email protected]. Submit all questions regarding this RFP in writing to

the above email address. OCWD looks forward to receiving your response to this RFP.

Sincerely,

Bruce Dosier Director of Administration / Director of Information Services Orange County Water District

REQUEST FOR PROPOSALS Programming Services for the Integration of Maximo with JD Edwards

CLOSING DATE: November 16, 2007

CLOSING TIME: 4:00 p.m. (local time)

Integrated Information System Request for Proposals – Programming Services for

the Integration of Maximo with JD Edwards

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TABLE OF CONTENTS

SECTION 1 1.0 Background.....................................................................................................................3 2.0 Project Description..........................................................................................................3 3.0 Scope of Work ................................................................................................................3 4.0 Proposal Requirements ...................................................................................................3 5.0 Other Requirements ........................................................................................................4 6.0 Submittal Information/Instructions.................................................................................4 7.0 Submission Process.........................................................................................................7 8.0 Pre-Bid Meeting..............................................................................................................8 9.0 Proposal Expiration Date ................................................................................................8 10.0 Schedule........................................................................................................................8 11.0 Vendor Communication................................................................................................9 12.0 Proposal Evaluation ......................................................................................................9 13.0 Selection Process ..........................................................................................................11 14.0 District Contact Person .................................................................................................12 15.0 Additional Information and Changes............................................................................12 SECTION 2 – Scope of Work 16.0 Objectives of Programming/Integration Services.......................................................13 17.0 Integrated Information System (IIS) Vision and Objectives ......................................13 18.0 Project Description and Summary ..............................................................................14 19.0 Software Environment ................................................................................................15 20.0 Successful Bidder Responsibilities .............................................................................15 21.0 Completed Work Acceptance Criteria ........................................................................17 22.0 Functional Requirements ............................................................................................18 22.1 Chart of Accounts .................................................................................................19 22.2 Cost Management .................................................................................................19 22.3 Items......................................................................................................................19 22.4 Item Storeroom Properties and Costs ...................................................................19 22.5 Inventory Balances................................................................................................19 22.6 Supplier Items .......................................................................................................20 22.7 Storeroom Locations.............................................................................................20 22.8 Work Orders..........................................................................................................20 22.9 Labor Hours ..........................................................................................................20 22.10 Labor Codes ..........................................................................................................20 22.11 Issues.....................................................................................................................21 22.12 Material Reservations ...........................................................................................21 22.13 Companies (Vendors) ...........................................................................................21 22.14 Purchase Requisitions ...........................................................................................21



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22.15 Purchase Orders ....................................................................................................22 22.16 Receipts.................................................................................................................22 22.17 Invoices .................................................................................................................23 22.18 General Ledger Transactions ................................................................................23 23.0 Non-Functional Requirements ....................................................................................24 24.0 Project Milestones.......................................................................................................25 Attachment A – Submission Form: Price Proposal Worksheet Attachment B – Submission Form: Project Team Task and Time Form Attachment C – Professional Services Agreement



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Request for Proposals for Programming Services for the Integration of

the Maximo Computerized Maintenance and Inventory Asset Management System with the JD Edwards Financial Information System

The Orange County Water District (OCWD) is soliciting proposals from qualified vendors to provide programming services at the 10500 Ellis Ave, Fountain Valley, CA facility for the Maximo to JD Edwards Integration Project. The work is expected to commence immediately following award of the contract and upon execution of the agreement. SECTION 1 1.0 Background OCWD was formed in 1933 by a special act of the California State Legislature to protect Orange County’s rights to water in the Santa Ana River and to manage this important groundwater basin. Since 1933, OCWD has replenished and maintained the groundwater basin at safe levels while more than doubling the basin’s annual yield. This important source provides local groundwater producers with a reliable supply of high-quality water. 2.0 Project Description OCWD is soliciting proposals to provide Programming/Integration services for the Fountain Valley facility located at 10500 Ellis Avenue, Fountain Valley, CA 92708. The project will update data between MRO/IBM Maximo 5.2, WebMethods MEA (Maximo Enterprise Adapter), and Oracle/JDE Enterprise One 8.0. More detail of this project can be found in the attached scope of work. 3.0 Scope of Work Please see Section 2 of the RFP. 4.0 Proposal Requirements Any vendor interested in performing the Programming/Integration services must submit a written Proposal. Each proposal must meet all criteria set forth in this RFP. Please submit all requested information, documents, insurance certificates with Additional Insured form, copy of sample billing, and applicable licenses with your proposal. Submittal of the proposal is solely at the cost of the proposing vendor and OCWD is in no way liable or obligates itself for any cost incurred to the proposing vendor in preparing the proposal.



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Proposing vendors must:

1. Have experience and knowledge in JD Edwards One World UBE Programming, MRO/IBM Maximo 5.2, and MRO MEA (Maximo Enterprise Adapter). Please provide copies of certificates if applicable.

2. Have a business license.

3. Have insurance with minimum coverage of $2,000,000 General Liability, $1,000,000

Automobile Liability and $1,000,000 Workers’ Compensation and Employer’s Liability.

5.0 Other Requirements

1. District expects that the Programming/Integration services vendor selected will provide quality service in accordance with professional standards in the industry.

2. Unauthorized activity will not be tolerated and would include the following, but not

limited to: the usage of office telephones, office machines, televisions or VCR, for any purpose; shutting down any office machines; locking office doors or other doors, leaving any windows open; allowing unauthorized people to enter any District building at any time.

3. The Programming/Integration services vendor selected must demonstrate experience

with the type of work anticipated and must have the ability to perform all anticipated services in a timely manner upon receipt of written requests from OCWD or its authorized representative.

6.0 Submittal Information/Instructions Proposals must be well ordered, detailed, comprehensive and readable. Clarity of language and adequate, accessible documentation are essential to OCWD’s ability to conduct a thorough evaluation. Proposals must, to the extent practical, provide information directly rather than by making references to appendices, technical manuals, etc. The Programming/Integration services company selected will enter into an agreement to provide services for a period of one year, with an option to renew at the discretion of OCWD. The proposal should include a Technical Proposal and a Price Proposal in a separate, sealed envelope. No price information should be contained in the Technical Proposal.



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Technical Proposal (Envelope 1) The Technical Proposal will include information as described in the following items. Proposals shall conform to the following format and order. Ensure that all pages do not exceed 8-1/2 x 11”, are numbered and identified with your firm’s name. One original and three copies of the Technical Proposal are required. The Technical Proposal should contain, at a minimum, the following:

1. Brief description of your company.

2. Summary of the Highlights of the proposal

3. Body of Proposal including:

A description of your understanding with respect to the scope of work involved

A description of your project management and system development methodologies and the recommended approach you propose to utilize to complete the undertaking. This should include a description of phased activities, briefings or reports, and how communications and consultation will be handled. Bidders are encouraged to be creative in their approach to investigating best practices and determining what is right for the IIS needs.

4. A description of deliverables and results required for this undertaking;

5. A detailed work plan/schedule indicating commencement and completion dates, and significant activities/milestones showing a time/task breakdown with estimated person-hours (or days) for members of the project team required to complete the various components of the assignment. This plan should demonstrate and describe the Bidder’s understanding of the project scope, goals and objectives; (Note that the time/task breakdown is to be included in the Technical Proposal not the Fee Proposal);

6. An explanation of how your company will fulfill the services requested by OCWD, including a technical discussion of the proposed integration billing milestones.

7. A schedule showing the scope of work of the programming/integration services.

8. Relevant Experience, Qualifications and Successes with an indication of your firm’s recent experience on projects of a similar nature, with details as to size, providing company name, address, reference name and title, telephone number, term of work, and comments. Technical Proposal shall include all relevant project experience with Maximo and J.D. Edwards and at least two Maximo to JD Edwards integration references with telephone numbers and email addresses.

9. A statement describing the company’s present and projected work load, staffing and ability to provide prompt, quality Programming/Integration services.

10. A list of key staff you would propose to use for this work together with their professional qualifications, related project experience and an indication of their duties and responsibilities on this particular project;



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11. Support Materials (resumes, cooperation brochures. etc.) A separate sealed envelope clearly labeled “The Price Proposal” containing one original and three copies of a Price Proposal prepared in accordance with requirements outlined in this RFP. The original and all three copies of the entire Proposal must be submitted together in accordance with the submission requirements.

Price Proposal (Envelope 2) The second envelope shall contain the price proposal and any supporting cost information. The Bidders will provide pricing for the required working solution with breakdown by the deliverables. Note: OCWD shall not be liable to pay any additional fee if the fees quoted by the Successful Bidder in its Proposal do not adequately compensate the Successful Bidder. Additional work not originally included in the Proposal and approved by OCWD would be an exception. It is anticipated that the At a minimum, the cost proposal shall include the following completed submission forms found in the Attachments:

• Submission Form: Price Proposal Summary (Attachment A)

• Submission Form: Project Ask & Time Form (Attachment B)

• A Statement Substantiating Price All tasks /Work items must be listed including a breakdown of team member hours. Include the per diem rate for each team member for all members of the project team, a breakdown of labor costs by task, and all applicable taxes. Team members shall include any subcontractors of the Bidder. The per diem rates shall be based on seven hours of Work and shall exclude reimbursable expenses and material costs. These rates, once approved, will be used for any part of the work to be paid for on a time basis as indicated elsewhere herein. The Bidder agrees to be solely responsible for any and all payments and/or deductions required to be made including those required for Pension Plans, Employment Insurance, Workplace Safety and Insurance Boards, or Income Tax. Prices submitted in the Proposal shall be for a fixed price without escalator clauses or other qualifications and shall be firm for the duration of the RFP process and the term of any resulting Agreement. All quoted prices for the proposed services shall include all charges including travel and related expenses. All applicable taxes are to be itemized separately.



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7.0 Submission Process

Each Bidder is asked to submit four (4) identical sets of their proposal - One (1) unbound original identified as “Master” and three (3) copies marked “Copy”, sealed, and clearly marked as to contents. Note that submissions shall be made in a format suitable for 2-envelope evaluation as described elsewhere in this RFP. All proposals must be received by Orange County Water District on or before 4:00 p.m. (local time) on Friday, November 16, 2007.

Proposals received after that time and date will not be considered. The delivery address is as follows:

Orange County Water District 10500 Ellis Avenue Fountain Valley, CA 92708 Attention: Bruce Dosier

If sent by regular mail, the address is as follows:

Orange County Water District Post Office Box 8300 Fountain Valley, CA 92728-8300 Attention: Bruce Dosier

All proposals to be considered responsive and responsible must be legibly signed by an individual(s) who has the authority to bind the organization. Faxed or electronic proposals shall not be accepted in response to this RFP. The onus unequivocally remains with the Bidders to ensure that proposals are delivered to the Project Manager, by the above stated time, in accordance with the submission process. Misdirected proposals, proposals received after the closing date and/or time shall not be accepted and shall be returned unopened. Requests for extensions of closing date or time shall not be granted and adjustments to proposals by telephone, fax, or electronically shall not be considered. Bidders shall be permitted to withdraw their proposal unopened after it has been deposited, if such request is received in writing, by the Project Manager, prior to the closing date and time specified in this document. Proposals must be legible and completed in ink or typewritten. Erasures, overwriting, strike-outs shall not be reason for rejection, provided all such changes remain legible and have been initialed by the authorized person signing on behalf of the Bidder.



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Proposals that are incomplete, conditional or obscure shall be considered non-compliant. Submissions are to conform to the terms and conditions set out herein. Failure to do so shall cause the submission to be rejected. 8.0 Pre-Bid Meeting

A meeting with prospective vendors is scheduled for Thursday, October 25, 2007 at 10 a.m., in OCWD’s Administration Headquarters located at 10500 Ellis Avenue, Fountain Valley, CA 92708. Discussion will be held regarding the project to clarify the requirements and questions will be answered at this time. 9.0 Proposal Expiration Date Bidders hereby acknowledge that this project must be awarded by the GWR System Steering Committee and the OCWD Board of Directors. The expected date for submission to the GWR System Steering Committee for selection approval is Monday, January 14, 2007 and to the OCWD Board of Directors is Wednesday, January 16, 2007. The Bidder further acknowledges that offers contained within their Proposals shall be irrevocable for a period of ninety (90) calendar days from the date of Board approval or until the notice of award to the Successful Bidder is issued, whichever comes first. 10.0 Schedule

Hard copy responses and related materials must be delivered by 4:00pm (local time) Friday, November 16, 2007 as specified in the RFP. Late responses will be rejected at the sole discretion of the District. An approximate schedule for selection is as follows. The schedule may change at any time given the District’s discretion and changes:

Issue RFP: Oct 18,2007 Pre-bid Conference Oct 25, 2007 RFP Responses Due: Nov 16, 2007 Vendor Selection: Jan 16, 2007 Contract Completion: Feb 1, 2007 Implementation Commences: Feb 1, 2007



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11.0 Vendor Communication Upon release of this RFP, all vendor communication concerning the overall RFP should be directed to the District’s representative listed below. Unauthorized contact regarding the RFP with other District officials or employees will not help and may be grounds for disqualification of proposal. Any oral communication with a District representative will be considered unofficial and non-binding on the District. Vendors should rely only on written statements issued by the following District representative:

Name: Bruce Dosier, Director of Administration Address: Orange County Water District 10500 Ellis Avenue Fountain Valley, CA 92708 Telephone: (714) 378-3298 Fax: (714) 378-3373 Email: [email protected]

12.0 Proposal Evaluation

Bidder’s Qualifications It is important that the Work be undertaken by a Bidder that can demonstrate specific experience in successfully developing similar projects for municipal or other government organizations, or their agencies, boards and commissions, and the private sector with projects of comparable nature. In particular, the Bidder must have demonstrated experience in the following areas. Mandatory requirements 1) System knowledge and experience:

a) Financial Information Systems in general and specifically JD Edwards. b) CMMS Systems in general and specifically MRO Software Inc. Maximo.

2) Project knowledge and experience:

a) Experience with municipal water and accounting methods and practices. b) Experience with Financial Systems integrated with CMMS to manage Inventory.

3) Project management knowledge and experience:

a) A sound project management methodology b) Successful experience implementing similar large, complex engineering and information

technology projects General requirements 1) The capacity of the Bidder to understand and to meet the goals and objectives of OCWD,

while respecting the restrictions of OCWD with respect to this project;



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2) Demonstrated responsiveness to the needs and requirements of the clients and the RFP; 3) The Bidder’s experience in dealing with municipal or other governmental bodies; 4) The Bidder’s experience in projects of a similar nature, scope, and size; 5) Bidder’s stability, credentials and financial situation; 6) Bidder’s references of similar projects to attest to the Bidder’s knowledge, creativity,

expertise/skill, quality of work, timeliness, flexibility and diligence. Desirable additional qualifications include: Knowledge of work management, performance and operations management, laboratory information management, and industrial waste management systems would be an asset, and knowledge of the Works Best Practices Program.

Selection Criteria - The Evaluation Scoring Model Proposals will be assessed on the basis of information provided by the Bidder at the time of submission and shall take into account subsequent interviews with the Bidder as may be required by OCWD at its sole discretion. A scoring model similar to the following will be used as a quantified mechanism for evaluating candidate Bidders. While subjectivity is unavoidable in a decision-making process, this model attempts to make the process as objective as possible. Scoring Criteria Phase 1 Criteria Maximum

Score 1. Submission of all appropriately completed forms, Statutory Declaration and

Certificates. Submission of separate Technical Proposal and Price proposals as specified in this document. Failure to comply with any of these requirements will render the proposal non-compliant and the proposal will not be evaluated further.

Pass/Fail

Phase 2 Criteria Maximum

Score 2. A high level of compliance with all of the requirements and provisions of

this RFP, demonstrating understanding of the scope of the Work as well as Proposal completeness and content

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3. System knowledge and experience in: Maximo Computerized Maintenance Management System, Maximo Enterprise Adapter and J.D. Edwards Enterprise One Financial Information System.

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4. Project knowledge and experience; experience with municipal water treatment process engineering and information technology projects

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5. Knowledge of best practices for accounting, purchasing, work management and inventory systems.

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6. Bidder’s knowledge and experience implementing similar large and complex engineering and information technology.

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7. Work schedule and Bidder’s ability to meet critical date(s) 10 8. Qualification/Certification and relevant experience 10 9. Ability to maintain effective working relationships and provide the scope of

services to completion with appropriate level of involvement of OCWD staff; and skill and degree of professionalism reflected in proposed solution as well as quality and extent of services

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10. Performance and quality of work completed for clients (e.g. customer satisfaction, error rate, responsiveness to requests for correction)

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Total Possible Score 100 13.0 Selection Process OCWD reserves the right to award the contract to the vendor(s) who presents the proposal(s) which in the judgment of OCWD, best accomplishes the desired results, and shall include, but not be limited to a consideration of the professional service fee. By submitting a Proposal, each Bidder agrees that OCWD, in determining the successful Bidder and its eligibility for the award, may consider the Bidder’s experience, facilities, delivery abilities, conduct and performance under other contracts, financial condition, reputation in the industry and other factors which could affect the Bidder’s performance under this Agreement. OCWD reserves the right to reject any or all proposals, to waive any informality in any proposal, and to make awards in the interest of OCWD. The selection process will be decided by a panel of OCWD staff members and independent consultants. The panel will analyze each bidder objectively based on, but not limited to, direct prior experience with project scope, organization size, years in business, and location, technical knowledge, proposed project implementation plan, previous work experience with other Water or Public Agencies, and referral feedback. An evaluation team or committee made up of relevant OCWD staff and such other persons as may be selected by OCWD will conduct the evaluation of Technical Proposal. The Selection Committee will evaluate candidates based on qualifications and references. Candidates will first be evaluated for qualifications without reference to cost. The Statements of Qualifications will be scored out of 100. “Fee Proposal” envelopes will only be opened for those proposals which pass a pre-defined threshold (minimum 75%) based on qualifications. Proposal evaluation results are the property of OCWD. OCWD intends not to disclose evaluation results, under any circumstances, either before, during, or after the RFP process. An award of an Agreement, if any, shall be based on the evaluation results. By responding to this RFP, Bidders agree to accept the recommendations of the Evaluation Team as final and binding. For each of the Bidders, whose “Price Proposal” envelopes are opened, the Bidders will be ranked accordingly with the Bidder having the lowest bid being ranked first. In the event of a tie on the fee proposal, the Bidder having the highest technical score will be ranked first. Interviews may be conducted with the Bidders, if necessary.



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The Bidder(s) whose Proposal(s), in the absolute discretion of OCWD, best meets the requirements of OCWD, will be designated as the Preferred Bidder(s). No obligation arises, however, until an Agreement, based on the accepted Proposal, is negotiated and executed. OCWD or its designate will incorporate the relevant terms/text/content of this RFP, RFP addenda and Preferred Bidder’s Proposal(s), into a written Agreement subject to negotiation and award of this Agreement(s). The Preferred Bidder will be expected to enter into a contract with the District with general terms similar to those presented in the copy of the District’s Professional Services Agreement Terms and Conditions (See Attachment C).

Confidential Discussions/ Interviews/ Presentations OCWD reserves the right to incorporate confidential discussions /interviews / presentations (the “Interview”) into the Proposal evaluation process at the short list stage. OCWD, at its sole discretion, may interview short-listed Bidders [Bidders must have scored a minimum undisclosed amount of points to advance to the short list for Interviews] and may ask them to make a short formal presentation to OCWD. (Presenters will be required to supply their own demonstration equipment and materials.) The Interview will serve as the mechanism for further evaluation of Proposals of short-listed Bidders at an in-depth and more detailed level in order to establish the finalist(s) for Preferred Bidder status. The further detailed evaluation will take into account, discussions, presentations and clarifications with/by short-listed Bidder and analyses by OCWD, together with such other considerations as OCWD, in its sole discretion, deems necessary to complete its assessment of the short-listed proposed solutions. 14.0 District Contact Person The contact person for this project is Bruce Dosier who can be reached at (714) 378-3298 or by email at [email protected].

15.0 Additional Information and Changes

All requests for additional information should be made to the undersigned, in writing (fax and e-mail are acceptable). No oral modifications of this RFP shall be valid. Any modifications shall be written by RFP addendum, and signed by OCWD’s Project Manager. ORANGE COUNTY WATER DISTRICT



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SECTION 2 – Scope Of Work 16.0 Objectives of Programming/Integration Services The maintenance program goals and objectives, driven by the need for maintenance excellence for the Ground Water Replenishment System (GWR System), will be guided in principal by the Asset Management and Performance Management objectives defined during the IIS design. In order to more fully define these objectives specialist expertise is needed on the integration of the JD Edwards Enterprise One Financial Information System and the Maximo CMMS. 17.0 Integrated Information System (IIS) Vision and Objectives The primary function of the Integrated Information System (IIS) is to enable OCWD to actively manage GWR System assets, equipment and facilities in an efficient and cost-effective manner and thus reduces the cost of asset ownership. The IIS shall facilitate optimization of time and labor resources required to operate, maintain, and manage the GWR System infrastructure and plant facilities while delivering timely and relevant information for asset-based decision making. OCWD IIS shall provide staff current and accurate information to support daily maintenance activities as well as to plan long-term business decisions. Implementing IIS requires that OCWD define, document and implement new business practices. This shall support plant operators, maintenance personnel, and administrative and management staff in providing Orange County residents, industry, and water retailers with renewable, cost-effective water resources. IIS implementation incorporates asset and maintenance management philosophy and appropriate integration and shall reduce the total cost of asset ownership over an asset’s life. Equally important shall be the significant increase in predicted water production uptime. The benefits OCWD can expect from adopting industry best practices and utilizing a centralized asset/maintenance management system include:

Increased equipment uptime

Extended equipment life

Improved staff efficiency and productivity

Increased reliability from planned inspections and condition assessments

Optimized availability of spare parts

Reduced cost from unplanned maintenance

Reduced inventory shelf time

The IIS components are a computerized maintenance management system (CMMS) that is integrated with the plant’s process control system (PCS) and financial information system (FIS). Integrating maintenance, operations and financial systems requires an in-depth understanding of



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business practices associated with the operations, maintenance and management of the water management and water treatment facilities. The CMMS component of an IIS provides daily support to make operational and tactical decisions related to scheduling, assignment, and tracking all maintenance activity for GWR System. The enterprise asset management components integrate data generated from operational and tactical activities with asset-focused capital planning and analysis processes. This enables OCWD to identify and allocate capital to the most beneficial use for acquisition, maintenance, refurbishment, retirement and replacement of GWR System capital assets. 18.0 Project Description and Summary The Orange County Water District (OCWD) has a requirement to integrate its MRO/IBM Maximo Version 5.2 maintenance system with its Oracle/JD Edwards ERP 8.0 System (JDE). Please see diagram below for an overview.

OCWD will be utilizing the Maximo Enterprise Adapter (MEA) to perform the data update between the two systems. Data from both systems will need to be updated, and any data updated in the JDE system will need to be fully validated to conform to the JDE data dictionary. Maintenance requisitions will be entered into Maximo, and if necessary a Purchase Requisition (PR) will be sent from Maximo to JDE for budget approval, and PO creation. Other non-maintenance requisition items will continue to be entered into JDE. All PO’s will be created in JDE, assigned to a vendor, and purchased. Inventory will be permanently transferred from JDE and will reside in Maximo. Only item master data will reside in JDE and Maximo, and updated regularly. All inventory related transactions are carried out in Maximo and the relevant GL data is updated in JDE on a pre-approved interval. General Ledger information will reside in JDE. This includes the cost of inventory, budgets, and budget balances. Any change in the dollar value of inventory amounts in Maximo must update the JDE General ledger.



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OCWD requires this project to have minimal impact on existing JDE setup and configuration. Integration should occur without modification to existing JDE set-up, processes, source code, business rules, and screens. 19.0 Software Environment OCWD is utilizing Oracle/JDE EnterpriseOne 8.0 running on AIX 5.2 using an Oracle 9i Database. Maximo 5.2 is running on Windows NT 2003 Server using an Oracle 9i Database. Data exchange is handled by MRO MEA (Maximo Enterprise Adapter) 5.1. 20.0 Successful Bidder Responsibilities

1. The successful Bidder will be the Project Lead for the JDE/Maximo Integration project. OCWD requires the successful Bidder to be responsible for completing this project with limited access to OCWD resources. OCWD requires the successful Bidder to have in-depth experience and skills in the following areas:

• Oracle/JD Edwards ERP 8.0 • JDE UBE Programming • Maximo 5.2 • Oracle 9i Database • Maximo Enterprise Adapter (MEA) 5.1 • AIX 5.2 Operating System

2. Physical Design – The successful Bidder is responsible for the delivery of the designs as

detailed in this RFP. The successful Bidder is responsible for understanding the needs outlines in this RFP and for translating them into appropriate work plan and designs. The successful Bidder shall submit the work plans for approval. The successful Bidder shall also submit all design documentation, where applicable, for review and signoff.

3. Transfer and Ownership of Deliverables – Deliverables, including source code, shall be

submitted in both paper and electronic media formats to the OCWD Project Manager.

4. OCWD Ownership of all project deliverables shall be transmitted to OCWD upon payment by OCWD for the work.

5. Formal Hand Over – The successful Bidder will provide a formal hand-over process to

ensure that skills and knowledge are transferred to OCWD staff. This may consist of, but not limited to:

• Written technical documentation and operating procedures (will include JDE UBE

Source Code) • Formal presentations to technical staff • Formal training for technical and non-technical staff



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• Written user documentation to include operating procedures for non-technical staff

6. Communication and Reporting Relationship – The successful Bidder shall assign a project manager who will report to selected OCWD staff or designees and will:

• Submit a final detailed work plan/schedule satisfactory to OCWD within two weeks

of the Order to Commence Work being issued to the successful Bidder; • Provide progress reports • Attend meetings with OCWD staff and present deliverables based on agreed upon

milestones • Prepare and distribute all key meetings minutes or decisions for the project work. • Prepare and update project schedule using Microsoft Project

7. The successful Bidder will be responsible for planning, organizing, and communicating

with the Team to conduct requirement analysis, system design, and progress reviews. The successful Bidder will conduct technical reviews at major project milestones.

8. Quality of Service – The successful Bidder shall be responsible for the professional

quality, technical accuracy, and the coordination of all services furnished by or on the behalf of the successful Bidder.

9. CRP (Conference Room Pilot) – The successful Bidder will direct a CRP to demonstrate

full compliance with the requirements stated in this RFP. The CRP will be coordinated by a joint effort of OCWD staff, consultants, and the successful Bidder. Should the outcome of the CRP not meet all expectations of OCWD, a new CRP will be scheduled until all requirements are met.

10. Integration Programming Go Live Support – The successful Bidder shall provide on-site

support during Integrated Information System Go Live.

11. Integration Programming 90-day Post Go-Live Support – The successful Bidder shall provide support for a minimum of 90 days.

12. The successful Bidder, without additional compensation, shall correct or revise any errors

or deficiencies in the products and services, immediately upon notification by OCWD, until 90 days after final acceptance.

13. The successful Bidder shall assume full responsibility for creation of the deliverables of

this project.



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Proposed Project Schedule January 2008 – RFP Process / Award February - March – Project Plan (Test Plans/Detailed Design Spec/Implementation Plan) April - June – Programming / testing in ‘Sandbox’ database July – August - Final Testing & CRP September - Go Live September – December – 90 Day Post Go Live Support December 2008 – Project Completion

21.0 Completed Work Acceptance Criteria OCWD acceptance of work will be based on, but not limited to, successful methodical testing of requirements described in this RFP. Other requirements for work acceptance may be required that are not mentioned in this RFP. A test will be considered successful if the desired requirement is completely satisfied. OCWD staff members will conduct the tests with oversight from the successful Bidder. All successful tests will require written approval by OCWD staff and signatures from OCWD Project Manager.



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22.0 Functional Requirements

System Touch points

* Updated manually, not updated using Maximo Enterprise Adapter (MEA) X = No data update between systems

Arrows show direction of data travel

MAXIMO

JDE

22.2 Cost Management

22.5 Inventory balances

Supplier items22.6 Supplier items

22.7 Storeroom locations

22.9 Labor hours

22.11 Issues

22.14 Purchase requisitions

Storeroom locations

Labor hours

Issues

Labor codes

Purchase requisitions

22.15 Purchase orders

22.4 Item storeroom properties and costs

5.3 Items

Inventory balances

Item storeroom properties and costs

Items

Cost Management

22.18 General ledger journal transactions

22.17 Invoices

Work orders

22.13 Companies (vendors)

22.10 Labor codes

22.8 Work orders

22.1 Chart of Accounts *

22.16 Receipts

22.12 Material reservations

Companies (vendors)

Material reservations

Chart of Accounts

Purchase orders

Receipts

Invoices

General ledger journal transactions



19

The following is a summary of the functional requirements. The Integrator must further define and/or develop the functional requirements based upon their experience of Maximo to JDE Integration. 22.1 Chart of Accounts

1. No updates required. This is not a MEA update. GL accounts will be manually entered into Maximo as required. JDE will be the system of record for GL accounts.

22.2 Cost Management

1. No updates required. JDE does not require this information. 2. The successful Bidder must further define whether this touchpoint is required.

22.3 Items

1. Inventory will be managed using the Maximo Inventory Module. 2. Maximo will be the system of record for the Item Master Details. New items will be

created by Warehouse personnel in the Maximo system. The integration will update the JDE item master with these items. All item information required to perform the Purchasing function in JDE will need to be updated from Maximo. Item information such as, but not limited to, Item Costs, Unit of Measure, Item/Vendor relationships will need to be in both systems.

3. Item Master and Inventory Balances will only be added, deleted, or modified in Maximo.

Changes to item information must update JDE. No inventory information will be directly entered into JDE. There is no inventory information flowing from JDE to Maximo.

22.4 Item Storeroom Properties and Costs

1. The cost of inventory will be passed to the JDE GL and proper accounts debited and credited. Expense will be debited, inventory will be credited.

2. The successful Bidder must further define whether this touchpoint is required.

22.5 Inventory Balances

1. No updates required. JDE does not need this information. 2. Inventory balances will be stored in Maximo only. However, activity within this touch

point will generate GL transactions that will be updated in JDE (see section 5.18).



20

3. Maximo will be the system of record for maintenance and non-maintenance inventory. All inventory balances will be stored in Maximo. JDE will have no inventory quantities but will contain an item master for Purchasing and AP invoice matching requirements.

4. The Integration will be able to process Inventory Adjustments, Maximo Work Order

Issues, Work Order Returns, and Cycle Counts. These adjustments must be recorded as journal entries in the JDE GL. (see section 5.18)

22.6 Supplier Items

1. No updates required. JDE does not require this information. 2. Supplier Items contain vendor supplier information. For example, Item ‘A’ was

purchased from Vendor ‘B’. This information will remain in JDE and does not need to be updated in Maximo.

22.7 Storeroom Locations

1. No updates required. 2. Storeroom locations will remain in Maximo and JDE does not need this information.

22.8 Work Orders

1. No updates required. 2. Work Orders in Maximo will stay in Maximo. JDE does not require this information.

22.9 Labor Hours

1. No updates required. 2. Labor hours will stay in Maximo. JDE does not require this information.

22.10 Labor Codes

1. No updates required. 2. Labor Codes will stay in Maximo. JDE does not require this information



21

22.11 Issues

1. No Updates required. 2. Issues will stay in Maximo. JDE does not require this information. However, activity

within this touch point will generate GL transactions that need to be updated in JDE. 22.12 Material Reservations

1. No updates required. JDE does not require this information. 2. Material Reservations will remain in Maximo. JDE does not require this information.

22.13 Companies (Vendors)

1. JDE will be the system of record for Vendor Master Details. New Vendors and changes will be created by OCWD buyers exclusively in JDE. The integration will update these new vendors and changes to Maximo.

22.14 Purchase Requisitions

1. Purchase Requisitions for maintenance items and services will be generated in the Maximo system. Requisitions for other services and items outside of maintenance will be generated in JDE. Requisitions created in Maximo must update JDE and will be processed in JDE by the OCWD Purchasing Department. Changes to requisitions originating in Maximo need to be reflected in both systems.

2. OCWD would prefer to use the numbering sequence in Maximo for requisitions that

originate in Maximo and are updated to JDE. However, the numbering sequence should not interfere with the current requisition numbering sequence in JDE.

3. JDE requisitions have an established workflow based on dollar amounts and employee

supervisors. When requisitions are updated in JDE from Maximo, the workflow approval routing must be maintained in JDE. If a requisition is rejected in JDE, an email notification should be received by the originator.

4. Requisitions in JDE will be closed and converted to a purchase order. The closed

requisition will be reflected in both JDE and Maximo. The Maximo system will record the new Purchase Order number and cross reference to the original Maximo requisition number for audit trail purposes. Once a requisition is closed, no changes can take place to the requisition in Maximo.



22

22.15 Purchase Orders

1. JDE is the system of record for Purchase Orders. Purchase Orders are generated from JDE and are forwarded to vendors by phone or mail.

2. Requisitions in JDE will be closed and converted to a purchase order. The closed

requisition will be reflected in both JDE and Maximo. The Maximo system will record the new Purchase Order number and cross reference to the original Maximo requisition number for audit trail purposes. Once a requisition is closed, no changes can take place to the requisition in Maximo. Purchase Order changes must update to Maximo. If an update is made to a Purchase Order at any time in JDE, this information must update in Maximo.

3. The above process must also work when purchasing against existing JDE Blanket

Purchase Orders. Blanket Purchase Orders have specific numbers, and are different for each vendor. Some vendors may have multiple blanket orders based on department GL code.

4. Purchase Order items will be received in Maximo, including maintenance and non-

maintenance. When an item is received, JDE must be properly updated to show the receipt. AP payments will be made from JDE. The integration will transfer the receipt transactions to JDE for AP matching. Payments to vendors will be processed in JDE. The receipt process must be able to synchronize partial receipts, and receipt reversals. Vendor returns will go to the appropriate GL account recorded during the receiving process.

5. All maintenance related PO’s that were created due to an action originating from Maximo

will be updated in Maximo from JDE.

6. Purchase orders are adjusted as appropriate during the invoice matching process. There is a tolerance level of 10% that is acceptable for invoice matching without any changes needed in the PO. Where the variance is greater than 10%, the PO is adjusted to reflect the difference. Variances greater than 10% in JDE will need to updated in Maximo to capture the total cost of the item. Invoices contain shipping, and other charges not included on the original purchase order.

22.16 Receipts

1. All items will be received in Maximo and will update JDE for payment purposes. 2. Purchase Order items will be received in Maximo, including maintenance and non-

maintenance. When an item is received, JDE must be properly updated to show the receipt. AP payments will be made from JDE. The integration will transfer the receipt transactions to JDE for AP matching. Payments to vendors will be processed in JDE.



23

3. The receipt process must be able to synchronize partial receipts, and receipt reversals. Vendor returns will go to the appropriate GL account recorded during the receiving process.

4. The integration process will be able to handle Labor Use Transactions. These are

Purchase orders for services or labor that are not physically received into the warehouse.

5. The above process must also work when purchasing against existing JDE Blanket Purchase Orders. Blanket Purchase Orders have specific numbers, and are different for each vendor. Some vendors may have multiple blanket orders based on department GL code. Releases are created for receipt and costing in Maximo.

6. The update process will be able to handle Labor Use Transactions. These are Purchase

orders for services or labor that are not physically received into the warehouse. 22.17 Invoices

1. No updates required. 22.18 General Ledger Transactions 1) The following are some, but not all, examples of the transactions that will require directly or

indirectly a GL transaction:

a) The cost of inventory will be updated to the JDE GL and proper accounts debited and credited. Expense will be debited, inventory will be credited.

b) Issue to a Work Order for Stock or Non-Stock Item c) Issue to a GL Account for Stock or Non-Stock Items d) Stock Adjustments due to Cycle Count, End of Year Inventorying, Scrap, Obsolescence e) Stock Adjustments due to error- manual adjustment f) Vendor receipt on Purchase Orders for replenishment of stock g) Vendor receipt on Purchase Orders for direct buy h) Vendor Returns – reversal of receipts i) Field Returns j) Physical Inventory k) Rotating Item Restock



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23.0 Non-Functional Requirements 1. Security – The successful Bidder will incorporate appropriate security measures into the

design to prevent unauthorized access to the data in the exchange process. 2. Audit - The Successful Bidder will incorporate appropriate audit features to ensure each

transaction can be traced back to the originator, date, time of input, and all changes are appropriately tracked.

3. Error Handling- The Successful Bidder will incorporate validations, error reporting, and

handling routines to ensure only valid transactions are processed into JDE master files. 4. Documentation, including detailed operating instructions, will be written by the successful

Bidder and reviewed with OCWD staff. OCWD requires an ‘As Configured’ document defining all data transactions before and after integration work. Database attributes such as, but not limited to, field size, data type, possible data choices (where applicable) will be documented. This document will define which fields in Maximo ultimately update to JDE and visa versa.

5. A system will need to be developed to work with data that cannot be updated in either

system, due to system or data errors. Data that cannot be updated in JDE will need to be flagged and fixed by a system administrator so it can be updated successfully. An example of acceptable flagging method would include a report or screen identifying which records did not import and why. Likewise, any data from JDE that cannot be updated in Maximo will need to be flagged and identified through a screen or report so a system administrator can resolve.

6. Documentation will be provided for best practices on how best to reconcile JDE GL

inventory transactions to Maximo inventory.



25

24.0 Project Milestones Following are the anticipated milestones and progress payments. Estimated CMMS Go Live dates are provided.

Milestone Payment%

1. Sign off of the Integration Technical Specifications 20

2. Synchronization of the JDE Item Master with Item masters created in Maximo. This should also entail identification and implementation of the automated process to synchronize changes made in JDE as well as Maximo item master attributes.

5

3. On successful Integration of the Vendor master file. This will allow creation of Purchase requisitions in Maximo for any new vendor created in JDE.

5

4. On successful creation of Purchase Orders in JDE from requisitions generated in Maximo. This also includes updating of changes to existing Maximo Purchase requisitions in JDE.

5

5. Ability to receive inventory in Maximo for the purchase requisitions created in Maximo (for maintenance items) with a corresponding JDE Purchase Order.

Accounts Payable should be able to perform matching of

the supplier invoice in JDE to the receipt made in Maximo

5

6. Ability to receive inventory in Maximo for Purchase orders created in JDE (non Maintenance items)

Accounts Payable should be able to perform matching of

the supplier invoice in JDE to the receipt made in Maximo

5

7. Ability to handle Inventory Receipt Reversals in Maximo. The Reversal transaction should flow to JDE via the integration.

5

8. Ability to perform Inventory Issues, Adjustments, Transfers, returns in Maximo and the transfer of the Relevant GL entries to JDE.

5



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9. Successful completion of the Integration Test

10. Completion of the Integration Operation Guide

11. Completion of User Training & Knowledge Transfer

20

12. Final Testing

13. Integration Programming Go Live

14. Integration Programmin 90 Day Post-Go Live Support

25



27

Attachment A

Price Proposal

Bidder: ___________________________ The following Price Proposal worksheet shows estimated project hours. The Price Proposal Submitted should minimally contain detailed cost breakdowns for each of the following items:

Price Item Resource Name Hourly Rate

Estimate of Hours

Estimated Fee

1. Integration Requirements Gathering & Technical Documentation

500

2. Integration Development & Testing

900

3. User Documentation, Training & Knowledge Transfer

200

4. Project Management

200

Total

1800



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Attachment B Project Team Task and Time Form

Bidder: ___________________________ The following Project Team Task and Tim Form must, at a minimum, breakdown the Price Items in Attachment C by team members, rates and number of hours assigned. The Project Team Task and Time Form should contain detailed cost breakdowns for each of the following items:

TEAM MEMBERS, RATES AND HOURS ASSIGNED TOTAL

ACTIVITY HOURS

Total Hours for each Team Member:

Per Diem each Team Member:

Total Cost each Team Member:

Total Cost All Team Members:

Reproduce this form as needed if space is inadequate with respect to Activities and Team members



29

Attachment C Professional Services Agreement

OCWD AGREEMENT NO. *** *** - 1 -

PROFESSIONAL SERVICES AGREEMENT NO. *** FOR ***

This Agreement for Professional Services (“Agreement”) is made and entered

into as of ***, by and between the Orange County Water District (“OCWD”), a political

subdivision, organized and existing in the County of Orange under and by virtue of the

laws of the State of California, and *** (“CONSULTANT”).

SECTION 1. PURPOSE

Under this Agreement, the CONSULTANT shall ***.

SECTION 2. DESCRIPTION OF SERVICES/GOODS TO BE PROVIDED

The CONSULTANT shall, in good workmanlike and professional manner, provide

*** services in accordance with the *** attached hereto as Exhibit A and incorporated

herein by this reference.

SECTION 3. PERFORMANCE TO THE SATISFACTION OF OCWD

CONSULTANT agrees to perform all work to the satisfaction of OCWD within the

time specified. If OCWD reasonably determines that the work is not satisfactory, OCWD

shall have the right to take appropriate action, including but not limited to the following: (i)

meeting with CONSULTANT to review the quality of the work and resolve matters of

concern; (ii) requiring CONSULTANT to repeat unsatisfactory work at no additional

charge until it is satisfactory to OCWD; (iii) suspending the delivery of any future work to

CONSULTANT for an indefinite time; (iv) withholding payment for work performed under

this Agreement; and (v) terminating this Agreement as hereinafter set forth.


SECTION 4. INSTRUCTIONS FROM OCWD

In the performance of this Agreement, CONSULTANT shall report to and receive

instructions from OCWD. Tasks or services other than those specifically described in the

Scope of Services shall not be performed without the prior written approval of OCWD.

SECTION 5. TERM

The work described in this Agreement shall commence *** and end ***. Either

party may terminate this Agreement before conclusion of the term, by thirty (30) days’

written notice.

SECTION 6. COMPENSATION

(a) OCWD shall compensate CONSULTANT on a time-and-material basis at

the rate of $*** per hour (or whatever term). Total payment shall not exceed ***.

(b) The CONSULTANT shall submit an invoice providing this Agreement

No. ***, date of work, description of service/work performed, and amount. The

DISTRICT shall pay the CONSULTANT within 30 days of receipt of the invoice.

SECTION 7. OWNERSHIP OF DATA, REPORTS, AND DOCUMENTS

The CONSULTANT shall deliver to the Project Manager at the end of the project,

notes of surveys made, all reports of tests made, studies, reports, plans, a copy of

electronic and digital files, and other materials and documents which shall be the

property of OCWD. The CONSULTANT is not responsible to third parties for OCWD’s

use of data, reports, and documents on other projects. The CONSULTANT may retain

copies of documents created under this Agreement for its own use. OCWD may use or

reuse the materials prepared by CONSULTANT in any manner desired without

additional compensation to CONSULTANT. Any work performed by CONSULTANT

under this Agreement shall be the property of OCWD.


SECTION 8. INDEPENDENT CONSULTANT

The CONSULTANT is an independent contractor and not an employee of

OCWD.

SECTION 9. INSURANCE A. Insurance. Without limiting CONSULTANT’S indemnification obligations,

CONSULTANT shall procure and maintain, at its sole cost and for the duration of this

Agreement, insurance coverage as provided below, against all claims for injuries against

persons or damages to property which may arise from or in connection with the

performance of the work hereunder by CONSULTANT, its agents, representatives,

employees, and/or subconsultants. In the event that CONSULTANT subcontracts any

portion of the work, the contract between the CONSULTANT and such subconsultant shall

require the subconsultant to maintain the same policies of insurance that the

CONSULTANT is required to maintain pursuant to this Section.

B. Insurance Coverage Required. The policies and amounts of insurance shall

be as follows:

1. Commercial General Liability Insurance - The CONSULTANT shall

provide and maintain commercial general liability insurance. The coverage for

commercial general liability insurance shall be at least as broad as the following:

Insurance Services Office (ISO) Commercial General Liability Coverage (Occurrence

Form CG 0001). CONSULTANT shall maintain limits no less than the following: Two

million dollars ($2,000,000) per occurrence for bodily injury, personal injury and property

damage. If Commercial General Liability Insurance or other form with a general aggregate

limit or products-completed operations aggregate limit is used, either the general aggregate

limit shall apply separately to the project/location (with the ISO CG 2503, or ISO CG 2504,

or insurer’s equivalent endorsement provided to OCWD) or the general aggregate limit and

products-completed operations aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability Insurance - The CONSULTANT shall provide

and maintain automobile liability insurance. The coverage for automobile liability insurance

shall be at least as broad as the following: Insurance Services Office (ISO) Business Auto


Coverage (Form CA 0001) covering Symbol 1 (any auto). CONSULTANT shall maintain

limits no less than the following: One Million Dollars ($1,000,000.00) for bodily injury and

property damage each accident limit.

3. Workers Compensation and Employer's Liability - The

CONSULTANT and all subconsultants shall insure (or be a qualified self-insured) under

the applicable laws relating to workers’ compensation insurance, all of their employees

working on or about the construction site, in accordance with the “Workers’

Compensation and Insurance Act”, Division IV of the Labor Code of the State of

California and any Acts amendatory thereof. The CONSULTANT shall provide

employer’s liability insurance with limits of no less than $1,000,000 each accident,

$1,000,000 disease policy limit and $1,000,000 disease each employee.

4. Professional Liability - The CONSULTANT shall provide coverage

appropriate to the CONSULTANT’S profession covering CONSULTANT’S wrongful

acts, negligent actions, errors or omissions. The retroactive date (if any) is to be no

later than the effective date of this Agreement. The limits shall be no less than

$1,000,000 per claim and annual aggregate.

C. General Requirements. CONSULTANT's insurance:

1. Shall be issued by an insurance company, which is an admitted

carrier in the State of California and maintains an A.M. Best’s rating of “-A, VII” or higher;

unless otherwise approved by OCWD;

2. General Liability and Automobile Liability shall name the “OCWD,

and its officers, officials, employees, agents, representatives and volunteers (collectively

hereinafter “OCWD and OCWD Personnel”) as additional insureds” and contain no

special limitations on the scope of protection afforded to OCWD and OCWD Personnel.

All insurance provided hereunder shall include the appropriate separate endorsement(s).

3. Shall be primary insurance and any insurance or self-insurance

maintained by OCWD or OCWD Personnel shall be in excess of CONSULTANT's

insurance and shall not contribute with it;

4. Shall apply separately to each insured against whom claim is made or

suit is brought, except with respect to the limits of the insurer's liability;


5. Shall be endorsed to state that the insurer shall waive all rights of

subrogation against OCWD and OCWD Personnel, excluding Professional Liability;

6. Shall have project name and/or agreement number indicated on

certificate; and

7. Shall be endorsed to state that coverage shall not be suspended,

voided, cancelled, reduced in coverage or in limits, non-renewed, or materially changed

for any reason, without thirty (30) days prior written notice thereof given by the insurer to

OCWD by U.S. mail, or by personal delivery, except for nonpayment of premiums, in

which case ten (10) days prior notice shall be provided.

D. Deductibles. Any deductibles or self-insured retentions must be declared to

and approved by OCWD prior to the execution of this Agreement by OCWD.

E. Evidence of Coverage. CONSULTANT shall furnish OCWD with certificates

of insurance with additional insured (Form 2010) including waiver of subrogation

endorsement, demonstrating the coverage required by this Agreement, which shall be

received and approved by OCWD not less than five (5) working days before work

commences.

F. Workers Compensation Insurance. By his/her signature hereunder,

Consultant certifies that he/she is aware of the provisions of Section 3700 of the California

Labor Code which requires every employer to be insured against liability for workers’

compensation or to undertake self-insurance in accordance with the provisions of that

code, and he/she will comply with such provisions before commencing the performance of

the work of this Agreement. Consultants and subconsultants will keep Workers

Compensation Insurance for their employees in effect during all work covered by this

Agreement.

In the event CONSULTANT has no employees requiring CONSULTANT to provide

Workers' Compensation Insurance, CONSULTANT shall so certify to OCWD in writing

prior to OCWD's execution of this Agreement. OCWD and OCWD Personnel shall not be

responsible for any claims in law or equity occasioned by failure of the CONSULTANT to

comply with this section or with the provisions of law relating to Workers' Compensation.


SECTION 10. INDEMNIFICATION

A. The parties mutually acknowledge that OCWD has retained

CONSULTANT to perform the tasks and services set forth in this Agreement based

upon the special skills, expertise and experience of CONSULTANT. Accordingly, in

performing the tasks and services under this Agreement, CONSULTANT shall use the

skill and care that a highly specialized professional, with significant expertise in the field,

would use under similar circumstances. Further, the parties mutually agree that, to the

extent that CONSULTANT retains subconsultants or subcontractors to perform any

portion of any of the tasks or services under this Agreement, CONSULTANT has a duty

to OCWD to ensure that the tasks and services performed by such subconsultants and

subcontractors meet the same highly specialized professional level, skill and expertise

expected of CONSULTANT.

B. Except as set forth in subdivision C, CONSULTANT shall indemnify,

defend (with legal counsel acceptable to OCWD) and hold harmless OCWD, its

directors, officials and employees (“OCWD Personnel”) from and against any and all

actions, suits, claims, demands, judgments, attorney fees, costs, damages to persons

or property, losses, penalties, obligations, expenses or liabilities (“Claims”) that may be

asserted or claimed by any person or entity arising out of CONSULTANT’s performance

of any tasks or services for or on behalf of OCWD, whether or not there is concurrent

active or passive negligence on the part of OCWD and/or any OCWD Personnel, but

excluding any Claims arising from the sole active negligence or willful misconduct of

OCWD or any OCWD Personnel.

C. The provisions of this subdivision C apply only in the event that

CONSULTANT is a “design professional” within the meaning of California Civil Code

Section 2782.8(b). If CONSULTANT is a “design professional” within the meaning of

Section 2782.8(b), then notwithstanding subdivision B above, to the fullest extent

permitted by law (including, without limitation, Civil Code Sections 2782 and 2782.6),

CONSULTANT shall defend (with legal counsel reasonably acceptable to OCWD),


indemnify and hold harmless OCWD and OCWD Personnel from and against any Claim

that arises out of, pertains to, or relates to, directly or indirectly, in whole or in part, the

negligence, recklessness, or willful misconduct of CONSULTANT, any subconsultant,

subcontractor or any other person directly or indirectly employed by them, or any person

that any of them control, arising out of CONSULTANT’s performance of any task or

service for or on behalf of OCWD under this Agreement. Such obligations to defend,

hold harmless and indemnify OCWD or any OCWD Personnel, shall not apply to the

extent that such Claims are caused in part by the sole active negligence or willful

misconduct of OCWD or such OCWD Personnel. To the extent CONSULTANT has a

duty to indemnify OCWD or any OCWD Personnel under this subdivision C,

CONSULTANT shall be responsible for all incidental and consequential damages

resulting directly or indirectly, in whole or in part, from CONSULTANT’s negligence,

recklessness or willful misconduct.

SECTION 11. NOTICES

Any notices or other communications to be given to either party under this

Agreement shall be in writing. Notice under this Agreement shall be sufficient only if

personally delivered by a commercial delivery service or mailed by certified or registered

mail (return receipt requested) to the other party at its address set forth below. Notices

sent by mail shall be deemed received two (2) days after deposit in the United States mail.

If to OCWD: Orange County Water District Attention: *** 10500 Ellis Avenue Fountain Valley, CA 92708

If to CONSULTANT: *** *** *** Attention: *** SECTION 12. COMPLIANCE WITH LAWS

The CONSULTANT shall keep itself fully informed of all existing and future state

and federal laws and all county and city ordinances and regulations which in any

manner affect the conduct of the Work, and of all such orders and decrees of bodies or


tribunals having any jurisdiction or authority over same. If any discrepancy or

inconsistency is discovered in the Contract Documents in relation to any such law,

ordinance, regulation, order or decree, the CONSULTANT shall forthwith report the

same to the Engineer in writing. The CONSULTANT shall at all times observe and

comply with and shall cause all its agents and employees to observe and comply with all

such existing and future laws, ordinances, regulations, orders and decrees, and shall

protect, indemnify and defend the District, the Engineer, and all of their respective

officers, employees, and representatives against any claim or assertion of liability, or

liability arising from or based on the violation of any such law, ordinance, regulation,

order or decree, whether by the CONSULTANT or its employees.

SECTION 13. INTEGRATION

This Agreement represents the entire understanding of the parties. No prior oral

or written understanding shall be of any force or effect with respect to those matters

covered by this Agreement.

SECTION 14. ASSIGNMENT

This Agreement shall be binding upon and shall inure to the benefit of the parties

hereto and their respective heirs, personal representatives, successors and assigns.

CONSULTANT may not assign this Agreement or any interest or right hereunder

without the prior written consent and approval of OCWD, which consent and approval

may be withheld in the sole and absolute discretion of OCWD. No provision of this

Agreement is intended nor shall in any way be construed to benefit any party not a

signatory hereto or to create a third party beneficiary relationship.

SECTION 15. ATTORNEYS’ FEES


In the event of any action between the parties hereto seeking enforcement of any

of the terms and conditions to this Agreement, the prevailing party in such action shall

be awarded, in addition to damages, injunctive or other relief, its reasonable costs and

expenses, including without limitation its expert witness fees and reasonable attorneys’

fees.

SECTION 16. CHOICE OF LAWS; LITIGATION MATTERS

This Agreement shall be governed by the internal laws of the State of California

and any question arising hereunder shall be construed or determined according to such

law.

SECTION 17. WAIVER OR MODIFICATION

A waiver of a provision hereof, or modification of any provision herein contained,

shall be effective only if said waiver or modification is in writing, and signed by both the

parties hereto. No waiver of any breach or default by any party hereto shall be

considered to be a waiver of any breach or default unless expressly provided herein or

in the waiver.

SECTION 18. DUPLICATE ORIGINALS

This Agreement may be executed in any number of duplicate originals, all of

which shall be of equal legal force and effect.

SECTION 19. SEVERABILITY

If any term, covenant or condition of this Agreement or the application thereof to

any person, entity, or circumstance shall, to any extent, be invalid or unenforceable, the

remainder of this Agreement, or the application of such term, covenant, or condition to

persons, entities, or circumstances other than those as to which it is held invalid or


unenforceable, shall not be affected thereby and each term, covenant or condition of

this Agreement shall be valid and enforceable to the fullest extent permitted by law.

SECTION 20. AUTHORITY

The person(s) executing this Agreement on behalf of each of the parties hereto

represent and warrant that (i) such party is duly organized and existing, (ii) they are duly

authorized to execute and deliver this Agreement on behalf of said party, (iii) by so

executing this Agreement such party is formally bound to the provisions of this

Agreement, and (iv) entering into this Agreement does not violate any provision of any

other agreement to which such party is bound.

SECTION 21. CONFLICT BETWEEN AGREEMENTS

In the event of any conflict or inconsistency between any term or provision in this

Agreement and any term or provision in Exhibit A, the term or provision of this

Agreement shall prevail.

SECTION 22. AMENDMENT

No provisions of this Agreement may be amended or modified in any manner

whatsoever except by an agreement in writing signed by duly authorized officers or

representatives of each of the parties hereto.


IN WITNESS WHEREOF, the parties hereto have executed and entered into this

Agreement as of the date first set forth above.

APPROVED: ORANGE COUNTY WATER DISTRICT By: _____________________________ Michael R. Markus, General Manager Dated: __________________________ By: _____________________________ Philip L. Anthony, Board President APPROVED AS TO FORM: RUTAN AND TUCKER, LLP By: _____________________________ Joel D. Kuperberg, General Counsel APPROVED: *** By: _______________________________ Title: _____________________________ By: _______________________________ Title: _____________________________ Dated: ____________________________