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WORKFORCE APPLICATION - PHASE 1 SCOPE OF WORK - GEOWORX MAP, SYNC, MOBILE AND SKETCHCity of Clearwater Asset Management, GIS and Mobile Workforce Application PHASE 1 SCOPE OF WORK GeoWorx Map, Sync, Mobile and Sketch :Clearwater Prepared by GeoNexus Technologies, LLC. geonexus CITY OF CLEARWATER CONTACT City of Clearwater 100 S Myrtle Ave, 3rd Floor Clearwater, FL 33756 -5520 GEONEXUS TECHNOLOGIES CONTACT Tim Dec 3005 Boardwalk Street, Suite 107 Ann Arbor, Michigan 48108 315 - 857 -7187 Tim.dec @geo- nexus.com TABLE OF CONTENTS geOnexus SECTION 1 - INTRODUCTION SECTION 2 - SOFTWARE DESCRIPTION SECTION 3 - SCOPE OF WORK SECTION 4 - COST SUMMARY SECTION 5 - EXECUTIVE SIGNATURE PAGE APPENDIX A - PROFESSIONAL SERVICES AGREEMENT APPENDIX B - SOFTWARE LICENSE AND MAINTENANCE AGREEMENT Asset Management, GIS, Mobile Workforce Application ® GeoNexus Technologies, All Rights Reserved. City of Clearwater PHASE 1 SCOPE OF WORK Page l2 April 2015 INTRODUCTION geonexus 1 Introduction GeoNexus Technologies is pleased to present this scope of work and cost summary to the City of Clearwater for GeoWorx software and implementation services. Phase 1, described in this document includes the implementation of the complete GeoWorx Suite of software products (GeoWorx: Map, Sync, Mobile and Sketch). The City will procure an Enterprise License of GeoWorx which includes an annual subscription for GeoWorx software. Asset Management, GIS, Mobile Workforce Application ® GeoNexus Technologies, All Rights Reserved. City of Clearwater PHASE 1 SCOPE OF WORK Page 13 April 2015 SOFTWARE DESCRIPTION geonexus 2 Software Description Phase 1 includes the implementation of GeoWorx Sync, GeoWorx Map, GeoWorx Mobile and GeoWorx Sketch. Below is a description of each software component that will be implemented during Phase 1. GeoWorx Sync GeoWorx Sync is an autonomous enterprise software program that synchronizes data between an EAM database and an Esri ArcGIS geodatabase. GeoWorx Sync communicates with EAM and ArcGIS systems via vendor - supported Application Programming Interfaces (APIs), including EAM Business Objects or Web Services and Esri ArcObjects. GeoWorx Sync does not run "in process" with either the EAM software or the Esri ArcGIS system. The independent installation of GeoWorx Sync means that: • GeoWorx Sync is very easy to install and configure. • GeoWorx Sync can support software upgrades and version changes to the EAM and ArcGIS software platforms. The loosely coupled nature of GeoWorx Sync ensures the highest degree of stability and flexibility, so that organizations can rely on GeoWorx Sync for safe, consistent, dependable synchronization of data between their EAM and the ArcGIS geodatabase. GeoWorx Sync is a fully supported software product, complete with robust documentation and installation programs and procedures. As a software product company, GeoNexus Technologies is 100% committed to the support and continual improvement of GeoWorx Sync. GeoNexus will release regular updates to ensure compatibility with current versions of the EAM software and ArcGIS. Architecture Diagram GeoWorx Sync is a program that gets installed on a server and simply makes a connection to the Esri and EAM systems through the published API. The screenshots below show how connections are made to the GIS and EAM using the GeoWorx Sync GUI. ArcGt" comedian alarlIma ,,....r•r•01,.- balmow war .MP t."—.• Ilmepramma .d &NAM C•nn•etien ..r...r.rs ►n.ww. • ter•••• or ws er* . C— • '..rw.. ....t rn. Asset Management, GIS, Mobile Workforce Application ® GeoNexus Technologies, All Rights Reserved. City of Clearwater PHASE 1 SCOPE OF WORK Page 14 April 2015 SOFTWARE DESCRIPTION geona GeoWorx Sync has its own data store that it uses to perform data comparisons during the synchronization process. The GeoWorx Sync data store is an application database called Apache Derby that gets installed with the software. There is no administration or configuration required for this data store as it is just part of the core software. Below is a diagram showing the architecture for GeoWorx Sync. EAM Map Tab t i Esri ArcGIS Srr= Datsb . 1) Connect 2) Compare 3) Update I- GeoWorx Map GeoWorx Map is a widget or "plug -in" that extends your enterprise Map Viewer with integration to Oracle WAM. The purpose of GeoWorx Map is to provide a bridge between Oracle WAM and your enterprise GIS. GeoWorx Map users can perform WAM transactions, such as creating work orders and looking up work history on an asset from the Map Viewer. Users can also display and filter work orders, service requests, and work request layers on the map. GeoWorx Map is delivered with the ArcGIS Viewer for Flex from Esri as the default Map Viewer, but it can plug -in to any Map Viewer that is based on the same architecture. We are planning to support Map Viewers built in HTML5 and JavaScript in the future. In order to support HTML5 and JavaScript Viewers, the GeoWorx Map User Interface (UI) will need to be ported to the HTML5 and JavaScript languages. Customers that license GeoWorx Map will receive the HTML5, JavaScript version when it's released. Today, the GeoWorx Map UI is developed in the Apache Flex environment and plugs into the ArcGIS Viewer for Flex (default Map Viewer) as shown below. Asset Management, GIS, Mobile Workforce Application ® GeoNexus Technologies, All Rights Reserved. City of Clearwater PHASE 1 SCOPE OF WORK Page IS April 2015 SOFTWARE DESCRIPTION geonPxus The screenshot above shows the GeoWorx Map Widget plugged into the standard ArcG/S Viewer for Flex. GeoWorx Map includes the User Interface (UI) components and web services that handle the communication with Oracle WAM. The diagram below shows how the GeoWorx Map components fit into the Map Viewer and Oracle WAM enterprise architecture. GeoWorx Map provides the following transactions in Oracle WAM: Function View Assets Details Description This widget allows the user to select one or more features from the map and view asset detail information from WAM. The information from WAM displayed in this widget includes details such as Asset ID, Asset Type, Description, Status, and Specifications. This widget also display work history for the selected assets. This widget also has the option to open WAM at the asset detail screen for the selected asset on the map. View Work Order Details This widget allows the user to select one or more work orders displayed on the map and view the work order details stored in WAM. The data displayed is configurable by the system administrator. Asset Management, GIS, Mobile Workforce Application ® GeoNexus Technologies, All Rights Reserved. City of Clearwater PHASE 1 SCOPE OF WORK Page 16 April 2015 SOFTWARE DESCRIPTION geonexus View Work Request Details This widget allows the user to select one or more work orders displayed on the map and view the work request details stored in WAM. The data displayed is configurable by the system administrator. View Service Request Details This widget allows the user to select one or more work orders displayed on the map and view the service request details stored in WAM. The data displayed is configurable by the system administrator. Create Work Order This function provides the ability to create a work order in WAM based on one or more assets selected from the GIS map. The user has the option of creating a single task or multiple task work order in WAM using the selected assets. The user has the ability to enter a requester name and description for the work order. Create Work Order using Benchmark This function provides the ability to create a new work order using an existing benchmark work order from WAM. The user may select an existing benchmark work order and then select one or more assets from the map to include on the work order. Create Work Request This function provides the ability to create a work request in WAM based on one or more assets selected from the GIS map. The user will have the ability to enter a requester name and description for the work request. Create Service Request This function provides the ability to create a service request in WAM based on one or more assets selected from the GIS map. The user will have the ability to enter a requester name and description for the service request. The user will also have an option to select the service request type and problem code for the service request. Record Service Request This function provides the ability to select one or more assets from the GIS map to record to an existing Service Request in WAM. Record Work Order This function provides the ability to select one or more assets from the GIS map to record on an existing Work Order in WAM. Record Work Request This function provides the ability to select one or more assets from the GIS map to record on an existing Work Request in WAM. View Selected Assets and Work in WAM This functionality allows the user to select features on the map and view details in Oracle WAM. GIS features represent Assets, Work Orders, Service Requests, and Work Requests in Oracle WAM. View Work on Map Work Orders, Work Requests, and Service Requests can be shown on the map The user may turn on and turn off the work layers using the layer visibility control in the GIS viewer. Create Service Request Area The user may sketch a polygon on the Map to represent a Service Request area. A new Service Request is created in Oracle WAM Map Tips This provides the ability to hover the mouse cursor over a work order or service request displayed in the Map and view basic information such as description, priority, and status. Color Code Work This provides the ability to color code work orders and service requests by attributes maintained in Oracle WAM. Filter Map This provides the ability to filter the work orders and service requests that are displayed on the map. The user may select any combination of fields and values to create the filter query. The user may save the filter and reapply filters that have been saved previously. Asset Management, GIS, Mobile Workforce Application ® GeoNexus Technologies, All Rights Reserved. City of Clearwater PHASE 1 SCOPE OF WORK Page 17 April2015 SOFTWARE DESCRIPTION The following are a few screenshots from the GeoWorx Map widget: GeoWorx"" Map Widget Control Panel Filter Map Widget Create Work Order Using Benchmark Widget Asset Management, GIS, Mobile Workforce Application ® GeoNexus Technologies, All Rights Reserved. City of Clearwater PHASE 1 SCOPE OF WORK Page I8 April 2015 SOFTWARE DESCRIPTION geonexus View Asset Details Widget Create New Service Request from Point View Work Details Widget Map Tips showing data from WAM Login Screen. Users ore required to authenticate with WAM in order to perform transactions in WAM. GeoWorx Mobile GeoWorx Mobile is a mobile web -based solution built using HTMLS and JavaScript and runs in a browser such as Chrome. The application connects directly to Oracle Work and Asset Management (WAM) through a wireless connection to a web server that has connectivity to the WAM database server. Since this is a "connected" solution, the mobile workforce has real -time access to asset and work related information in WAM. Using GeoWorx Mobile, crews can view and update work orders, enter labor time, and add materials used to complete the job. GeoWorx Mobile synchronizes changes made in the field with back Asset Management, G15, Mobile Workforce Application ® GeoNexus Technologies, AU Rights Reserved. City of Clearwater PHASE 1 SCOPE OF WORK Page 19 April 2015 SOFTWARE DESCRIPTION geonexus office Oracle WAM. The application was designed to provide a simplified, easy -to -use graphical user interface so that users can access the functionality and data needed for field operations without all the complexity of the "out of the box" Oracle WAM application. Screenshots of the main application modules are below: geowor•.: t 9 ` O p Dashboard or Home Screen • C . Map Tab Asset Detail Screen GeoWorx Sketch Work Order Task Screen GeoWorx Sketch is a field - friendly map sketch /mark -up tool, yet comprehensive redlining system used to enhance communication and collaboration throughout the enterprise. GeoWorx Sketch makes it easy for a distributed workforce to inform asset managers of changes made to the infrastructure as a result of performing inspection, installation, repair or other maintenance activities. Sketches may be routed to others for comment and approval as well as submitted to authorized data editors for changes required to the Oracle WAM and GIS databases. This workflow -based solution starts with the redline creation and Asset Management, GIS, Mobile Workforce Application 0 GeoNexus Technologies, All Rights Reserved. City of Clearwater PHASE 1 SCOPE OF WORK Page 110 April 2015 SOFTWARE DESCRIPTION geonE.xt.IS mark -up, continuing with redline sharing and submission to editors, and commencing with redline processing by GIS editors. GeoWorx Sketch is integrated with your Enterprise Asset Management map viewer, plugging into any existing Esri -based mapping system or your own enterprise web GIS viewer. GeoWorx Sketch Highlights: • A complete enterprise, workflow -based solution • Easy -to -use map markup tools, for use by non -GIS experts • Integration of Sketch with Oracle Work and Asset Management map viewer (GeoWorx Map) • Integration with virtually any other enterprise map viewer, offering a single redlining solution • Sketch sharing via Email • Attach sketches to existing Work Orders and Service Requests • Storage and retrieval from your existing Geodatabase • Sketch tracking and processing (i.e. data edits) via the Sketch Manager • A historical and digital record of data update requests The GeoWorx Sketch Manager is an ArcMap desktop extension which is used by GIS /EAM data editors to track and process Sketch records that are submitted by users. With the GeoWorx Sketch Manager, data Asset Management, GIS, Mobile Workforce Application © GeoNexus Technologies, All Rights Reserved. City of Clearwater PHASE 1 SCOPE OF WORK Page 111 April 2015 SOFTWARE DESCRIPTION geon@ZZUS editors can view a table of all Sketch records and navigate to the geographic location of each Sketch by simply clicking on the Sketch record listed in the table. ,40 4.3_ • .,w *. .,, ::A Af •1 Sketch records can be organized by their status (i.e., NEW, COMPLETE, IN PROCESS, IGNORE, etc.). Typically, data editors wish to review the NEW Sketch records so that they can process the requested data correction. Once the edit is addressed and completed, the data editor changes the Sketch status to "COMPLETE." GeoWorx Sketch records are organized in the Sketch Manager Table. Each Sketch record is processed by the appropriate data editor. All information including the markup, notes, and attached documents is available to data editors. Sketch markup images are geo- referenced and viewable within ArcMap along with the enterprise asset data. Asset Management, GIS, Mobile Workforce Application ® GeoNexus Technologies, All Rights Reserved. City of Clearwater PHASE 1 SCOPE OF WORK Page 112 April 2015 o Yaw. 4 N.•. / ••mow 1 c 21(440. .w.o.* / q•w. (.•.. .a..OY•. 4w. r 1 M L • .. . trePtct, =4, ` .. . r . ec_ My .. 4*ce .. • 4ro 3•••-c+s a ;a., ,i••Ynp• c .4:::1 t: w.•. ■• 4f'•••••• C•••••• Z*» t ; 0.o •Y ././.1.1.1 0A0 s .4 ;W ■ M.•.• ....1 4:. l::' •: 411{ ! :4 Mf4h •.4'4,?: ON. . 1 +. V:` Sketch records can be organized by their status (i.e., NEW, COMPLETE, IN PROCESS, IGNORE, etc.). Typically, data editors wish to review the NEW Sketch records so that they can process the requested data correction. Once the edit is addressed and completed, the data editor changes the Sketch status to "COMPLETE." GeoWorx Sketch records are organized in the Sketch Manager Table. Each Sketch record is processed by the appropriate data editor. All information including the markup, notes, and attached documents is available to data editors. Sketch markup images are geo- referenced and viewable within ArcMap along with the enterprise asset data. Asset Management, GIS, Mobile Workforce Application ® GeoNexus Technologies, All Rights Reserved. City of Clearwater PHASE 1 SCOPE OF WORK Page 112 April 2015 SOFTWARE DESCRIPTION geone zu$ Asset Management, GI5, Mobile Workforce Application © GeoNexus Technologies, All Rights Reserved. City of Clearwater PHASE 1 SCOPE OF WORK Page I 1 April 2015 PHASE 1— SCOPE OF WORK geonexus 3 Phase 1 Scope of Work 3.1 Project Schedule Phase 1 includes the implementation of GeoWorx Sync, Map, Mobile and Sketch for all departments. Phase 1 will be completed by September 30, 2015 to coincide with the end of the City's fiscal year. 3.2 Project Management GeoNexus will provide project management services to coordinate and manage the activities, tasks and responsibilities under the contract. GeoNexus will also coordinate and assist the Client Project Manager in management of Client activities, tasks and responsibilities that are outlined in this SOW. GeoNexus will provide a Principal to monitor the performance and progress of the overall Project and a Project Manager. The Principal shall be reasonably available as needed. The Project Manager is responsible for the management of the GeoNexus project activities and deliverables as described in this SOW, as well as management of any third party resources hired by GeoNexus to provide services within this SOW. Neither the GeoNexus Project Manager or GeoNexus shall be responsible for the quality and /or timeliness of activities and deliverables of Client or its sub - contractors. Such responsibility shall remain vested with Client. Project Management Services include: Develop and Maintain Implementation Plan and Schedule GeoNexus will create a project implementation plan and schedule in Microsoft Project or equivalent software. The plan will include the identification of tasks and responsible parties, timeline, and on- site /off- site work, and milestones. The GeoNexus PM will keep the plan and schedule updated throughout the project. Facilitate Weekly Project Status Calls The GeoNexus PM will schedule and facilitate weekly conference calls with Clearwater to report project status. The agenda and minutes will be documented and posted to the project team site. Manage Issue Resolution Log and Action Items The GeoNexus PM will manage all issues and action items captured during the project lifecycle. We will use the weekly project status meeting to review and resolve outstanding issues. 3.3 Readiness Assessment and Start Up The purpose of this task is for GeoNexus consultants to review Clearwater's IT environment including: hardware, software, databases, and networking for its ability to support the GeoWorx software. GeoNexus will come onsite to perform a hands on review of all IT environments required for the implementation of GeoWorx software. We will require Clearwater to provide access to the environments for review as well as provide a technical resource to work with GeoNexus during this time. The Asset Management, GIS, Mobile Workforce Application 0 GeoNexus Technologies, All Rights Reserved. City of Clearwater PHASE 1 SCOPE OF WORK Page 114 April 2015 PHASE 1— SCOPE OF WORK geonexus environments to be reviewed include; Esri ArcGIS Server, Esri ArcGIS SDE, Oracle geodatabase, Oracle WAM application server, Oracle WAM database server, network infrastructure, and web servers. GeoNexus Technologies will require VPN and Remote Desktop access to Clearwater's environment to perform the implementation of GeoWorx software. This task is also to provision the VPN and remote desktop credentials and establish and test the environment from the GeoNexus office. 3.4 GeoWorx Sync Implementation Facilitate GeoWorx Sync Configuration Workshop GeoNexus Technologies will facilitate a GIS/WAM interface workshop at Clearwater. The purpose of this workshop is to define the interface touch points between WAM and GIS as well as the flow of data between the two systems. The goal of this workshop is to focus in on exactly what data elements will be common to both WAM and GIS and any business rules regarding data maintenance. During the workshop we will validate the asset creation, update processes and discuss how this impacts the GIS and WAM asset repositories. The outcome of this workshop will be used to configure GeoWorx Sync. The following will occur during the workshop: • Review the asset creation and update business processes for distributed assets • Associate GIS feature classes to WAM asset types • Associate GIS attributes to WAM specification sheets • Determine synchronization direction for each attribute /specification • Define any default values to use when creating asset records in WAM • Associate GIS domains to WAM code tables if necessary • Discuss how assets will be associate to an Account in WAM Install and Configure GeoWorx Sync (DEV) After the GeoWorx Sync configuration workshop, GeoNexus will install and configure GeoWorx Sync in a non - production (DEV) instance at Clearwater. The configuration template created during the workshop will be used by the GeoNexus Implementation Analyst to configure the software. • Install GeoWorx Sync on a Server at Clearwater (Server must have ArcGIS desktop installed and a license of ArcEditor or Arclnfo available for use by Sync) • Configure GeoWorx Sync using the configuration template created with Clearwater during the configuration workshop Support Data Loading and Sync to WAM (DEV) Once the software is installed and configured the GeoNexus Implementation Analyst will run the software to load data from GIS into WAM and establish the linkage. A report will be created highlighting error or issues with the data that may require Clearwater to correct in order to have a successful synchronization. Asset Management, GIS, Mobile Workforce Application ® GeoNexus Technologies, All Rights Reserved. City of Clearwater PHASE 1 SCOPE OF WORK Page 115 April 2015 PHASE 1- SCOPE OF WORK eons Analyze Sync Report and Support Data dean Up This task provides time for GeoNexus to interpret the synchronization reports and advise Clearwater on data clean up that may be required to achieve a successful synchronization between WAM and GIS. It will be Clearwater's responsibility to perform the necessary data scrub /clean up. Support Acceptance Testing for GeoWorx Sync GeoWorx Sync will be thoroughly tested in the non - production (DEV) instance for acceptance by Clearwater. GeoNexus will create the test plan and scripts that will be used for acceptance testing by Clearwater staff. • Develop Test Plan • Develop Test Scripts • Support Acceptance Testing GeoWorx Sync Training The purpose of this task is to provide training in GeoWorx Sync to Clearwater's WAM and GIS System Administrators. GeoNexus will provide a training plan, documentation and GeoWorx Sync user guides for both administrator and user levels. • Provide a training plan, training documentation, end user guides • Provide documented administrative procedures for all deliverable installs & configurations • Conduct training session Install and Configure GeoWorx Sync (PROD) The purpose of this task is to install and configure GeoWorx Sync in a PROD (Production) environment at Clearwater. The software will be installed and the configuration migrated from a prior instance. The connections will be updated to point to the PROD instance of GIS and WAM. Support Data Loading and Sync to WAM (PROD) The purpose of this task is to load data from the PROD instance of GIS into the PROD instance of WAM creating the assets and establishing the linkage between the two systems. GeoNexus will coordinate with Clearwater on the schedule for migration to Production. Post Go Live Support Once GeoWorx Sync is live in production, GeoNexus will monitor the implementation and resolve any issues that may come up during the warranty period. Asset Management, GIS, Mobile Workforce Application GeoNexus Technologies, All Rights Reserved. City of Clearwater PHASE 1 SCOPE OF WORK Page 116 April 2015 PHASE 1— SCOPE OF WORK geonexus 3.5 GeoWorx Map Implementation Facilitate GeoWorx Map Configuration Workshop GeoNexus will facilitate a GeoWorx Map configuration workshop at Clearwater. The purpose of this workshop is to meet with Clearwater staff to determine the parameters that will be used to configure the Map. Install and Configure GeoWorx Map (DEV) After the configuration workshop, GeoNexus Implementation Analyst will install and configure GeoWorx Map in a non - production environment at Clearwater. The following is a high level list of the activities that will be performed during this task. 1. Install GeoWorx Server on GIS Application Server 2. Install Oracle Procedures in WAM 3. Install Work Layers in GIS 4. Create Map Service 5. Configure GeoWorx Search 6. Install GeoWorx 2 WAM Connector 7. Configure GeoWorx Map Server 8. Install and Configure GeoWorx Map Widgets 9. Configure WAM Business Rule Support Acceptance Testing for GeoWorx Map GeoWorx Map will be thoroughly tested in the non - production (DEV) instance for acceptance by Clearwater. GeoNexus will create the test plan and scripts that will be used for acceptance testing by Clearwater staff. • Develop Test Plan • Develop Test Scripts • Support Acceptance Testing GeoWorx Map Training The purpose of this task is to provide training in GeoWorx Map to Clearwater designated users. GeoNexus will provide a training plan, documentation, and administrator and user guides for GeoWorx Sync. • Provide a training plan, training documentation & end user guides • Provide documented administrative procedures for all deliverable installs & configurations • Conduct training session Install and Configure GeoWorx Map (PROD) Asset Management, GIS, Mobile Workforce Application ® GeoNexus Technologies, All Rights Reserved. City of Clearwater PHASE 1 SCOPE OF WORK Page 117 April 2015 PHASE 1— SCOPE OF WORK geonexus The purpose of this task is to install and configure GeoWorx Map in a PROD (Production) environment at Clearwater. The software will be installed and the configuration migrated from a prior instance. The connections will be updated to point to the PROD instance of GIS and WAM. Post Go Uve Support Once GeoWorx Map is live in production, GeoNexus Technologies will monitor the implementation and resolve any issues that may come up during the warranty period. 3.6 GeoWorx Mobile Implementation Facilitate GeoWorx Mobile Configuration Workshop with Clearwater The GeoNexus Software Implementation Analyst will facilitate a workshop with designated Clearwater staff to go over the GeoWorx Mobile application and capture information required for configuration. Install and Configure GeoWorx Mobile (DEV) After the GeoWorx Mobile configuration workshop, GeoNexus will install and configure GeoWorx Mobile in a non - production (DEV) instance at Clearwater. The configuration template created during the workshop will be used by the GeoNexus Implementation Analyst to configure the software. • Create user and database objects for GeoWorx Mobile • Configure "note" type for mobile in WAM • Configure failure codes in WAM for GeoWorx Mobile • Install Java runtime (JRE) provided by Oracle • Install Apache Tomcat • Install and configure Mobile webapp • Configure forms link Support Acceptance Testing GeoWorx Mobile will be thoroughly tested in the non - production (DEV) instance for acceptance by Clearwater. GeoNexus will create the test plan and scripts that will be used for acceptance testing by Clearwater staff. • Develop Test Plan • Develop Test Scripts • Support Acceptance Testing Asset Management, GIS, Mobile Workforce Application ® GeoNexus Technologies, All Rights Reserved. City of Clearwater PHASE 1 SCOPE OF WORK Page 118 April 2015 PHASE 1— SCOPE OF WORK Install and Configure GeoWorx Mobile (PROD) The purpose of this task is to install and configure GeoWorx Mobile in a PROD (Production) environment at Clearwater. The software will be installed and the configuration migrated from a prior instance. The connections will be updated to point to the PROD instance of WAM. Post Go Live Support Once GeoWorx Mobile is live in production, GeoNexus Technologies will monitor the implementation and resolve any issues that may come up during the warranty period. 3.7 GeoWorx Sketch Implementation Facilitate GeoWorx Sketch Configuration Workshop with Clearwater The GeoNexus Software Implementation Analyst will facilitate a workshop with designated Clearwater staff to go over the GeoWorx Sketch application and capture information required for configuration. Install and Configure GeoWorx Sketch Server (DEV) After the GeoWorx Sketch configuration workshop, GeoNexus will install and configure GeoWorx Sketch in a non - production (DEV) instance at Clearwater. The configuration template created during the workshop will be used by the GeoNexus Software Implementation Analyst to configure the software. • Install GeoWorx Sketch Server in GeoWorx Server or Java web app container • Create GeoWorx Sketch unversioned feature class in geodatabase Create sequence table Create attached documents table • Create notes table • Create and publish sketch feature service and REST endpoint • Validate email notifications • Update Sketch client and configure Sketch widget for GeoWorx Map Install and Configure GeoWorx Sketch Manager for ArcMap (DEV) • Install Sketch Manager • Configure Sketch Manager ArcMap Add -In • Update settings • Configure Sketch application • Add Sketch toolbar to ArcMap • Test Sketch Manager and Sketch Application Asset Management, G1S, Mobile Workforce Application © GeoNexus Technologies, All Rights Reserved. City of Clearwater PHASE 1 SCOPE OF WORK Page 19 April 2015 PHASE 1 - SCOPE OF WORK Support Acceptance Testing for GeoWorx Sketch GeoWorx Sketch will be thoroughly tested in the non - production (DEV) instance for acceptance by Clearwater. GeoNexus will create the test plan and scripts that will be used for acceptance testing by Clearwater staff. • Develop Test Plan • Develop Test Scripts • Support Acceptance Testing Migrate to Production and Go Uve • Install and configure GeoWorx Sketch server for PROD • Install and configure Sketch Manager for PROD Post Go Live Support Once GeoWorx Sketch is live in production, GeoNexus Technologies will monitor the implementation and resolve any issues that may come up during the warranty period. Asset Management, GIS, Mobile Workforce Application © GeoNexus Technologies, All Rights Reserved. City of Clearwater PHASE I SCOPE OF WORK Page 120 April 2015 *$115,000,00 PHASE 1- COST SUMMARY geoneszus 4 Cost Summary 4,1 Software License Fees GeoNexus Technologies is offering Clearwater a significantly discounted 3 Year Enterprise License Agreement (ELA). This ELA includes unlimited use of GeoWorx software (Sync, Map, Mobile and Sketch), technical support, and upgrades. At the conclusion of the 3 Year ELA term, GeoNexus will review the actual software usage and renegotiate ELA licensing costs accordingly. ITEM — 3 Year Enterprise License Agreement Annual Software Fee *Requires a firm 3 year commitment. Price quoted does not include sales tax. Applicable sales tax will be included in the GeoNexus invoice unless the City provide proof of tax exemption. Year 1 2015 *$115,000.00 Year 2 2016 Year 3 2017 *$115,000.00 4.2 Implementation Services GeoNexus will provide professional consulting and implementation services to support the installation and configuration of the GeoWorx Sync, Map, Mobile and Sketch within Clearwater's IT environment (Phase 1). The fees are based on Time & Materials (T &M) with a Not -To- Exceed fee schedule listed below. GeoNexus will invoice the City of Clearwater on a monthly basis. TASK Project Management PM SMF SIA HRS TASK FEE Project Management and Oversight Activities 120 120 $21,000.00 Start Up 0 $0.00 Kick Off Meeting (Prep and facilitation) 12 12 24 $4,200.00 Clearwater Readiness Assessment for GeoWorx' 24 40 64 $10,800.00 Set up VPN and Remote Desktop and Test Access to Clearwater 8 8 16 $2,800,00 GeoWorx Sync Implementation Facilitate GeoWorx Sync Configuration Workshop 24 8 32 $6,000.00 Install and Configure GeoWorx Sync (DEV) 8 80 88 $13,600.00 Support Data Loading and Sync to WAM DEV 16 132 148 $23,000.00 Analyze Sync Report and Support Data Clean Up 8 40 48 $7,600.00 Support Acceptance Testing for GeoWorx Sync 8 80 88 $13,600.00 GeoWorx Sync Training 16 24 40 $6,800.00 Install and Configure GeoWorx Sync (PROD) 8 40 48 $7,600.00 Support Data Loading and Sync to WAM PROD 8 80 88 $13,600.00 Post Go Live Support 8 40 48 $7,600.00 Asset Management, GIS, Mobile Workforce Application © GeoNexus Technologies, All Rights Reserved. City of Clearwater PHASE 1 SCOPE OF WORK Page 121 April 2015 PHASE 1— COST SUMMARY geonexus TASK GeoWorx Map Implementation PM SMF SIA HRS TASK FEE Facilitate GeoWorx Map Configuration Workshop 16 16 32 $5,600.00 Install and Configure GeoWorx Map (DEV) 24 60 84 $13,800.00 Support Acceptance Testing for GeoWorx Map 8 80 88 $13,600.00 GeoWorx Map Training 16 40 56 $9,200.00 Install and Configure GeoWorx Map (PROD) 8 40 48 $7,600.00 Post Go Live Support 8 40 48 57,600.00 GeoWorx Mobile Implementation Facilitate GeoWorx Mobile Configuration Workshop with Clearwater 8 8 16 $2,800.00 Install and Configure GeoWorx Mobile (DEV) 8 60 68 510,600.00 Support Acceptance Testing 8 60 68 $10,600.00 Install and Configure GeoWorx Mobile (PROD) 8 40 48 $7,600.00 Post Go Live Support 8 24 32 $5,20000 GeoWorx Sketch Implementation Facilitate GeoWorx Sketch Configuration Workshop with Clearwater 8 8 16 $2,800.00 Install and Configure GeoWorx Sketch Server (DEV) 8 24 32 $5,200.00 Install and Configure GeoWorx Sketch Manager for ArcMap (DEV) 4 16 20 $3,200.00 Support Acceptance Testing for GeoWorx Sketch 8 24 32 $5,200.00 Migrate to Production and Go Live 8 8 16 $2,800.00 Post Go Live Support Total Labor 8 based 16 on T &M 24 1580 54,000.00 $255,600.00 Estimated Expenses at 10% of Labor $25,560.00 Phase 1 implementation Service Fees (Not-To-Exceed) $281,160.00 Asset Management, GIS, Mobile Workforce Application ® GeoNexus Technologies, All Rights Reserved. City of Clearwater PHASE 1 SCOPE OF WORK Page 122 April 2015 PHASE 1— COST SUMMARY geonecuus 4.3 Executive Signature Page IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF THE EFFECTIVE DATE. JUNE 1, 2015 GEONEXUS TECHNOLOGIES L.L.C. Signature a - Name: William A. Heise Title: President Countersigned: — C`eorw∎crc\R.Y,43f George N. Cretekos Mayor Approved as to form: Assistant City Attorney Asset Management, GIS, Mobile Workforce Application ® GeoNexus Technologies, All Rights Reserved. CITY OF CLEARWATER, FLORIDA By: W 1. 4417a William B. Home II City Manager City of Clearwater PHASE 1 SCOPE OF WORK Page 123 April2015 GEONEXUS PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (the "Agreement') is made as of June 1, 2015 (the "Effective Date "), between GeoNexus Technologies L.L.C., a Michigan limited liability company with a place of business at 3005 Boardwalk Street, Suite 107, Ann Arbor, Michigan 48108 ("Vendor") and CITY OF CLEARWATER, a Municipality with a place of business at 100 S Myrtle Ave, Clearwater, FL 33756 -5520 ( "Customer") (each of Vendor and Customer, a "Party"; together, the "Parties "). 1. Scope of Agreement. 1.1 Services; Statements of Work. This Agreement is intended to be the master agreement under which Customer may request professional services to be performed by Vendor (the "Services"). Vendor will provide only those Services enumerated on one or more written Statements of Work ("SOWs ") signed by both Parties. Each SOW will be govemed exclusively by the terms of this Agreement, whether or not this Agreement is specifically mentioned. 1.2 Change Requests. Any changes to an executed SOW (a "Change Request') must be mutually agreed to in writing by the Parties. Customer acknowledges that Change Requests may impact delivery schedules and fees for the Services. Vendor's Project Manager will be responsible for logging and tracking the progress of all Change Requests. 2. Term and Termination. 2.1 Term. This Agreement will commence on the Effective Date and will remain in effect for years thereafter, provided, however, that if there is a SOW for which the Parties have obligations that extend beyond such termination date, the terms of this Agreement will continue to apply to such SOW until all obligations in such SOW have been satisfied. 2.2 Termination. Either Party may immediately terminate this Agreement or any SOW for "cause" it (a) the other Party is in material breach of this Agreement and such breach is not corrected within thirty (30) days after receipt of written notice of the breach from the non - breaching Party, or (b) the other Party has appointed a trustee for the benefit of its creditors, commences bankruptcy or similar proceedings, or initiates a voluntary dissolution. 2.3 Effects of Terminatlon. Termination of this Agreement or any license by either Party will not limit either Party from pursuing any other remedies available to it, including injunctive relief, nor will such termination release Customer from any obligation to pay all fees and expenses that have accrued or that Customer has agreed to pay under any SOW under this Agreement up to the date of termination. The Parties' rights and obligations under Sections 2.3, 3.4, 5, 6, 7, 9, 10 (subject to the next sentence of this Section 2.3), 11.3, 12 and 13 will survive termination of this Agreement. Upon termination of this Agreement by Vendor for cause, all licenses granted to Customer hereunder will immediately terminate. If any license granted under this Agreement expires or otherwise terminates, Customer will (a) immediately cease using the licensed materials, and (b) certify to Vendor within thirty (30) days of expiration or termination that Customer has destroyed or retumed to Vendor such materials and all copies thereof remaining in Customer's possession. This requirement applies to copies in all forms, partial and complete, in all types of media and computer memory, and whether or not modified or merged into other materials. 3. Pricing and Payment Terms. 3.1 Services. Customer will pay Vendor for Services in accordance with the fees established in the relevant SOW. If no fees are set forth on an applicable SOW, all Services will be billed on a time and materials basis at Vendor's standard rates then in effect. 3.2 Expenses. Customer will reimburse Vendor for actual expenses (including travel and mileage) incurred by Vendor in performing the Services. A summary of expenses sorted by major category will be included in the invoice for the associated Services. 3.3 Payment Terms. Fees and expenses for Services will be periodically invoiced by Vendor and, unless otherwise stated on the applicable SOW, all payments are due within thirty (30) days after the date of invoice. For all amounts not paid when due, Customer agrees to pay an additional charge equal to one and one -half percent (1.5 %) of such amounts per month or partial month during which such amounts were owed and unpaid. Customer will also reimburse Vendor for all expenses incurred by Vendor in exercising any of its rights under this Agreement or applicable law with respect to a default in payment or other breach of this Agreement by Customer, including reasonable attomeys' fees and the fees of any collection agency retained by Vendor. 3.4 Taxes. Amounts payable by Customer hereunder do not include local, state, or federal sales, use, value- added, or other taxes based on the licenses or services provided under this Agreement or Customer's use thereof. Customer will pay all such taxes as may be imposed upon Vendor or Customer, except income or similar taxes imposed on Vendor by the United States of America or any state or local government therein. Customer will be invoiced for, and Customer will pay, any such taxes if Vendor is required to pay them on Customer's behalf. 3.5 Failure to Pay. Customer acknowledges that its failure to pay timely any of the fees payable hereunder, or any portion thereof, will be a material breach of this Agreement for which Vendor may, in addition to pursuing all other remedies, withhold Services and /or terminate this Agreement. 4. Warranties 4.1 Services Warranty. Vendor warrants that it will perform the Services in a professional and workmanlike manner utilizing properly trained personnel. For any breach of the foregoing warranty, Vendor will exercise commercially reasonable efforts to re- perform any non - conforming Services that were performed within the ten (10) business day period immediately preceding the date of Customer's written notice to Vendor specifying in reasonable detail such non- conformance. If Vendor concludes that conformance is impracticable, then Vendor will refund all fees paid by Customer to Vendor hereunder, if any, allocable to such nonconforming Services. 4.2 Third Party Products. Vendor is not responsible for the performance of any hardware, software or other materials provided by third parties. Product warranties for third party products, if any, are provided by the manufacturers thereof and not by Vendor. Vendor's sole obligation is to act on behalf of Customer to assist in the satisfaction of any such warranty. 5. DISCLAIMERS. 5.1 The express remedies set forth in Section 4 will constitute Customer's exclusive remedies, and Vendor's sole obligation and liability, for any claim (a) that a Service or Deliverable provided hereunder does not conform to specifications or is otherwise defective, or (b) that the Services were performed improperly. 5.2 EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 4, WHICH ARE LIMITED WARRANTIES AND THE ONLY WARRANTIES PROVIDED TO CUSTOMER, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS," AND VENDOR MAKES NO ADDITIONAL WARRANTIES, EXPRESS, IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY, AS TO THE DELIVERABLES OR SERVICES PROVIDED HEREUNDER, OR ANY MATTER WHATSOEVER. THE PARTIES DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON - INFRINGEMENT. 5.3 VENDOR DOES NOT WARRANT THAT THE SERVICES OR ANY DELIVERABLES WILL MEET ANY CUSTOMER REQUIREMENTS NOT SET FORTH HEREIN, THAT ANY DELIVERABLES WILL OPERATE IN THE COMBINATIONS THAT CUSTOMER MAY SELECT FOR USE, THAT THE OPERATION OF ANY DELIVERABLES WILL BE UNINTERRUPTED OR ERROR -FREE, OR THAT ALL ERRORS WILL BE CORRECTED. IF PRE - PRODUCTION (E.G., ALPHA" OR "BETA") RELEASES OF SOFTWARE ARE PROVIDED TO CUSTOMER, SUCH COPIES ARE PROVIDED "AS -IS" WITHOUT WARRANTY OF ANY KIND. 5.4 Except as may be done in accordance with Section 13.13, no statement by any Vendor employee or agent, orally or in writing, will serve to create any warranty or obligation not set forth herein or to otherwise modify this Agreement in any way whatsoever. 6. LIMITATION OF LABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, SAVINGS, REVENUE, USE, DAMAGED OR LOST FILES OR DATA, OR BUSINESS INTERRUPTION) THAT MAY ARISE IN CONNECTION WITH THIS AGREEMENT, ANY SERVICES OR DELIVERABLES PROVIDED TO CUSTOMER, OR ANY MATTER WHATSOEVER, REGARDLESS OF THE CAUSE OF ACTION OR CHARACTERIZATION OF THE DAMAGES, EVEN IF THE PARTY SOUGHT TO BE HELD LIABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL VENDOR BE LIABLE FOR ANY DAMAGES FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR FOR AGGREGATE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY SERVICES OR DELIVERABLES PROVIDED TO CUSTOMER, OR ANY MATTER WHATSOEVER. REGARDLESS OF THE CAUSE OF ACTION OR CHARACTERIZATION OF THE DAMAGES. EXCEEDING THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE ONE YEAR PERIOD PRECEDING THE FIRST ACT GIVING RISE TO LIABILITY. NEITHER PARTY WILL BE LIABLE FOR ANY DAMAGES BASED ON ACTIONS OR OCCURRENCES THAT OCCURRED MORE THAN ONE YEAR BEFORE THE OTHER PARTY PROVIDES NOTICE OF THE CLAIM. THE FOREGOING LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY SET FORTH IN THIS AGREEMENT, AND WILL SURVIVE AND APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES SPECIFIED HEREIN. Notwithstanding anything contained herein to the contrary, this provision shall not be construed as a waiver of any immunity to which Vendor is entitled or the extent of any limitation of liability pursuant to § 768.28, Florida Statutes. Furthermore, this provision is not intended to nor shall be interpreted as limiting or in any way affecting any defense Vendor may have under § 768.28, Florida Statutes or as consent to be sued by third parties. 7. Essential Basis of Bargain. Customer acknowledges and agrees that the fees charged by Vendor in this Agreement reflect the overall allocation of risk between the Parties, including by means of the provisions for limitation of liability and exclusive remedies described in this Agreement. Such provisions form an essential basis of the bargain between the Parties and a modification of such provisions would affect substantially the fees charged by Vendor hereunder. In consideration of such fees, Customer agrees to such allocation of risk and hereby waives any and all rights, through equitable relief or otherwise, to subsequently seek a modification of such provisions or allocation of risk. 8. Insurance. 8.1 Nature and Amounts. Vendor agrees to maintain sufficient insurance coverage to enable it to meet its obligations created by this Agreement and by law. Without limiting the foregoing, to the extent this Agreement creates exposure generally covered by the following insurance policies, [A04-09861 /167648/1] 2 Vendor will maintain at its sole cost and expense at least the following insurance covering its obligations under this Agreement: (a) Commercial General Liability including (i) bodily injury, (ii) property damage, (iii) contractual liability coverage, and (iv) personal injury, in an amount not less than One Million Dollars ($1,000,000) per occurrence; (b) Business Automobile Liability for owned, hired and non - owned vehicles in an amount of not Tess than One Million Dollars ($1,000,000) for each accident; (c) Workers Compensation at statutory limits; and (d) Professional Liability Insurance covering errors and omissions and wrongful acts in the performance of the Services. Such insurance will bear a combined single limit per occurrence of not less than One Million Dollars ($1,000,000). 8.2 Specific Requirements. Upon Customer's request, Vendor will cause each of the above policies to (a) name Customer and its affiliates and assignees as additional insureds, and (b) contain a provision requiring at beast thirty (30) days' prior written notice to Customer of any cancellation, modification or non - renewal. Vendor will fumish to Customer certificates of insurance and such other documentation relating to such policies as Customer may reasonably request. 9. Confidentiallnformatton. 9.1 Definition. In the course of providing the Services, either Party (a "Di in sdosa artv P") may provide certain of its Confidential Information to the other Party (a "Receiving attn. For purposes of this Agreement "Confidential Information" will mean written, confidential and proprietary information of a Disclosing Party that is not generally available to the public. All Disclosing Party Confidential Information will remain the property of the Disclosing Party. For purposes of this Agreement, software, documentation, other materials or tools used by Vendor in the performance of the Services, including Vendor Intellectual Property (as defined in Section 10) will be considered Vendor's Confidential Information. Confidential Information will not include information that (a) is previously known to the Receiving Party through no violation of an obligation of confidentiality; (b) is acquired by the Receiving Party without continuing restriction on use; or (c) becomes or is publicly available through no breach by the Receiving Party under this Agreement or any other agreement between the Parties. 9.2 Obligations. The Receiving Party agrees and acknowledges that Confidential Information of the Disclosing Party is entrusted to it in confidence, and the reputation and success of the Disdosing Party depends on maintaining and safeguarding the secrecy of its Confidential Information. The Receiving Party agrees that during the term of this Agreement and at any time thereafter, it (a) will use the same level of care to protect the confidentiality of the Disclosing Party's Confidential Information as it does to protect its own Confidential Information, but in no event Tess than a reasonable degree of care, (b) will not use any Confidential Information of the Disclosing Party except for the purpose of fulfilling its obligations under this Agreement, (c) will not, and will not permit others to, disclose, duplicate, transfer, sell, lease, or otherwise make any Confidential Information of the Disclosing Party available to others without the prior written consent of the Disclosing Party, and (d) will not remove, or permit to be removed, any notice indicating the confidential nature of, or the proprietary rights of the Disclosing Party in, the Disclosing Party's Confidential Information. The Receiving Party will retum all Confidential Information at the earlier of the termination of this Agreement or upon the request of the Disclosing Party. 9.3 Subpoena or Order. If the Receiving Party receives service of a subpoena or order or other compulsory instrument issued by or under the authority of a court of competent jurisdiction or by a governmental agency that requests all or any part of the Confidential Information, the Receiving Party will: (a) provide the Disclosing Party with prompt written notice of the existence, terms, and circumstances surrounding such request or requirement; (b) consult with the Disclosing Party on the advisability of taking steps to resist or narrow that request; (c) if disclosure of Confidential Information is required, fumish only such portion of the Confidential Information as the Receiving Party is advised in writing by its counsel is legally required to be disclosed; and (d) cooperate with the Disclosing Party in the Discosing Party's efforts to obtain an order excusing the Confidential Information from disclosure, or an order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is required to be disclosed. 9.4 Florida Sunshine Law As Vendor understands that Florida has a very broad public records law (Chapter 119, Florida Statutes), notwithstanding Sections 9.1, 9.2, and 9.3, or anything contained herein to the contrary, Vendor agrees to release any and all records as required by law, and Vendor agrees that Customer will not be liable for any release of records which is required by law.Furthermore, pursuant to 119.0701, F.S., Vendor agrees to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency (Customer) in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency (Customer) would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements (pursuant to Chapter 119, F.S. and not Section 9.1 of this agreement) are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency (Customer) all public records in possession of Vendor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency (Customer). 10. Proprietary Rights. 10.1 Work Made for Hire. Excluding any components or modules thereof that are Vendor Intellectual Property (as defined below) or that are identified as owned by Vendor in the applicable SOW, and subject to Customer's payment of all fees and expenses owed to Vendor under this Agreement, the components of the Deliverables specifically and exclusively developed by Vendor for Customer pursuant to a SOW (the "Customer Applications"), will be deemed work made for hire, as that term is defined in the U.S. Copyright Act, and Vendor hereby assigns to Customer all right, title and interest it may have therein. 10.2 Vendor Intellectual Property. The Parties acknowledge and agree that Vendor may use preexisting proprietary computer software, methodology, techniques, software libraries, tools, algorithms, materials, products, ideas, skills, designs, know -how or other intellectual property owned by Vendor or its licensors, and Vendor may also create additional intellectual property based thereon, in the performance of the Services (all of the foregoing, the "Vendor Intellectual Prooert(). Customer agrees that any and all proprietary rights to the Vendor Intellectual Property, as it existed as of the date hereof and as it may be modified or created in the course of providing the Services, including patent, copyright, trademark, and trade secret rights, to the extent they are available, are the sole and exclusive property of Vendor, free from any claim or retention of rights thereto on the part of Customer, and Customer hereby assigns to Vendor any rights it may have in any of the foregoing. 10.3 Customer Rights to Deliverables. Vendor hereby grants to Customer a perpetual, worldwide, royalty -free, non- exclusive, non - transferable right and license to use, execute, reproduce, transmit, display, perform, create derivative works from. make, have made, sell and import any portion of [A04 -09861 /167648/1j 3 the Deliverables not constituting Customer Applications, including such Vendor Intellectual Property solely as it may be incorporated therein, only for its own intemal business purposes and to provide services to its customers consistent with the purposes of the Services. None of the provisions of this Section 10.3 or the remainder of this Agreement shall apply to Vendor software products that are licensed to Customer under a separate software license agreement. 10.4 Restrictions. Customer will not copy, use, modify, or distribute any Vendor Intellectual Property except as expressly licensed in this Agreement. Customer will not remove the Vendor Intellectual Property from the Deliverables or cause or permit the modification, distribution, reverse engineering, decompilation, disassembly or other translation of the Vendor Intellectual Property. Customer will not alter, change, or remove from the Vendor Intellectual Property any identification, including copyright and trademark notices, and further agrees to place all such markings on any copies thereof. 11. Customer Responsibilities. 11.1 Provision of Materials and Services to Vendor. Customer agrees to timely fumish, at its own expense, all personnel, all necessary computer hardware, software and related materials and appropriate and safe work spaces for purposes of Vendor performing the Services. Customer will also provide Vendor with access to all information regarding Customer requested by Vendor that is necessary for Vendor to perform the Services. Customer acknowledges that from time to time (a) Vendor may identify additional items that need to be purchased by Customer, and (b) changes in Customer's systems may be required in order for Vendor to meet Customer's requirements. In connection therewith, Customer agrees to work in good faith with Vendor to effectuate such purchases or changes. In the event that a SOW requires Vendor to purchase any assets, including computer hardware and/or software, in connection with Vendor providing the Services, all such assets will remain the sole property of Vendor unless specifically stated otherwise in the applicable SOW. Customer will be responsible for the quality, completeness and workmanship of any item or service furnished by it and for ensuring that the materials provided to Vendor do not infringe or violate the rights of any third party. Customer will maintain adequate backup for all data and other items fumished to Vendor. 11.2 Timeliness. Any timetable in a SOW is dependent on timely receipt from Customer of all necessary items and authorizations to be supplied by it. In the event of a delay in delivery of any such items by Customer, any estimated completion date will be deferred for a period equal to the time lost by reason of the delay. 11.3 Software Installation or Replication. If Vendor is required to install or replicate Customer software as part of the Services, Customer will independently verify that all such software is properly licensed. Customer's act of providing any software to Vendor will be deemed Customer's affirmative acknowledgment to Vendor that Customer has a valid license that permits Vendor to perform the Services related thereto. In addition, Customer will retain the duty and obligation to monitor Customer's equipment for the installation of unlicensed software unless Vendor in a written SOW expressly agrees to conduct such monitoring. 12. Non -Solicitation. During the term of this Agreement and for twelve (12) months thereafter, neither Party may, directly or indirectly through another party, (a) solicit for employment or engagement as an independent contractor, or (b) employ or engage as an independent contractor, any person who is or was an employee or contractor of the other Party during the twelve (12) month period prior to any such actions, without the prior written consent of such other Party. 13. General. 13.1 Export. Customer will comply fully with all applicable export laws and regulations of the United States of America, the European Union, and other countries ( "Applicable Export Laws ") and assure that no deliverables are (a) exported, directly or indirectly, in violation of Applicable Export Laws; or (b) intended to be used for any purposes prohibited by the Applicable Export Laws, including nuclear, chemical, or biological weapons proliferation. The Parties agree not to take any actions that would cause either Party to violate the U.S. Foreign Corrupt Practices Act of 1997, as amended. 13.2 Notice. All notices under this Agreement, including notices of address change, will be in writing and will be deemed to have been given when sent by (a) registered mail, return receipt requested, or (b) a nationally recognized overnight delivery service (such as Federal Express), to the President or General Counsel of the appropriate Party at the relevant address first listed above, or to a Party's address as changed in accord with this Section 13.2. 13.3 Legal Expenses. In the event legal action is taken by either Party to enforce its rights under this Agreement, all costs and expenses incurred by the prevailing Party, including reasonable attomeys' fees and court costs, will be paid by the other Party.] 13.4 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, unenforceable, or in conflict with any law of a federal, state, or local govemment, the validity of the remaining portions or provisions will remain in full force and effect. 13.5 Governing Law; Venue. This Agreement, and all matters arising under or related hereto, will be governed according to the laws of the State of Florida, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. All litigation arising under or related to this Agreement will be brought in a state or federal court located in Pinellas or Hillsborough Counties, Florida, as permitted by law, except for breaches of Sections 9, 10.4 or 12 hereof or for any other breach as to which injunctive relief is sought. Customer hereby consents to the personal jurisdiction of the above - referenced courts. 13.6 No Waiver. No failure on the part of either Party to exercise, and no delay in exercising, any right, power, or privilege will operate as a waiver thereof; nor will any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The waiver by either Party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. 13.7 Assignment. Neither Party may assign or transfer, by merger, operation of law or otherwise, this Agreement or any right or duty arising hereunder to a third party without the other Party's prior written consent. Any purported assignment in violation of this Section 13.7 will be void. Notwithstanding the foregoing, Vendor may assign this Agreement and its rights and obligations hereunder in its sole discretion to a successor entity in the event of an acquisition of Vendor, whether by stock or asset purchase, merger, corporate restructuring or reorganization, or the like. 13.8 Independent Contractor, Use of Subcontractors. Vendor is an independent contractor and nothing in this Agreement or related to Vendor's performance will be construed to create an employee relationship between Customer and Vendor or any Vendor employee or subcontractor. Vendor may, in its discretion, utilize subcontractors to provide the Services hereunder. [A04 -09861 /167648/1] 4 13.9 No Third -Party Beneficiaries. This Agreement is an agreement between the Parties, and confers no rights upon any of the Parties' employees, agents, contractors or customers, or upon any other person or entity. 13.10 Construction. All references in this Agreement to "Sections" and "Exhibits" refer to the sections and exhibits of this Agreement. The words "hereof, "herein' and "hereunder" and other words of similar import refer to this Agreement as a whole, as the same may from time to time be amended or supplemented, and not to any subdivision contained in this Agreement. The word "including" when used herein is not intended to be exclusive and means "including, but not limited to." The word "or" when used herein is not intended to be exclusive unless the context clearly requires otherwise. Each of the Parties and their counsel have carefully reviewed this Agreement, and, accordingly, no rule of construction to the effect that any ambiguities In this Agreement are to be construed against the drafting Party will apply in the interpretation of this Agreement. 13.11 Force Majeure. Except with regard to any obligation to pay money hereunder, neither Party hereto will be held responsible for any delay or failure in performance hereunder caused in whole or in part by fire, strike, flood, embargo, labor dispute, delay or failure of any subcontract, telecommunications failure or delay, act of sabotage, riot, accident, delay of carrier or supplier, voluntary or mandatory compliance with any govemmental act, regulation or request, act of God or by public enemy, or any act or omission or other cause beyond such Party's control. If any such contingency does occur, the time to perform an obligation under this Agreement affected thereby will be deemed extended by the length of time such contingency continues. 13.12 Entire Agreement. This Agreement together with the SOWs, which are hereby incorporated herein by this reference, contain all the agreements, representations, and understandings of the Parties and supersedes any previous understandings, commitments, representations or agreements, oral or written, with respect to the subject matter of this Agreement. To the extent there is any inconsistency between a term of this Agreement and a term of any SOW, the term of this Agreement will govem the performance of Services thereunder. 13.13 Modification. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each Party (including a SOW) that expressly states the sections of this Agreement to be modified; no other act. usage, or custom will be deemed to amend or modify this Agreement. Each Party hereby waives any right it may have to claim that this Agreement was subsequently modified other than in accordance with this Section 13.13. 13.14 Purchase Orders. Customer may, for purposes of administrative convenience, use Customer's standard form of purchase order to order Services. The Parties understand and agree that any terms or conditions on any such purchase order in any way different from or in addition to the terms and conditions of this Agreement will have no effect whatsoever and Vendor hereby rejects all such terms and conditions. IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF THE EFFECTIVE DATE. GEONEXUS TECHNOLOGIES L.L.C. Signature fil alg-- Name WV►An A. s6� Title P/CLez5#3r-- NC Countersigned: George N. Cretekos Mayor Assistant City Attomey STATEMENT OF WORK 1A04 -09861 116764811] CITY OF CLEARWATER, FLORIDA By: LI LIPLA:14A.6 William B. Home II City Manager Attest: Rosemarie Call City Clerk See Attached SOW 5 GEOWORX® SOFTWARE LICENSE AGREEMENT This GeoWorx Software License Agreement (this "Agreement") is made as of June 1, 2015 (the "Effective Date"), between GeoNexus Technologies L.L.C., a Michigan limited liability company with a place of business at 3005 Boardwalk Street, Suite 107, Ann Arbor, Michigan 48108 ("Vendor") and City of Clearwater, a municipality with a place of business at 100 S Myrtle Ave Clearwater, FL 33756 -5520 ( "Customer") (each of Vendor and Customer, a "Party"; together, the "Parties "). The Parties hereby agree as follows: 1. Definitions As used in this Agreement, the following terms will have the following meanings: 1.1 "Affiliate" means any entity that Customer owns or controls more than 50% of either the entity's voting rights or the controlling body of the entity, but only for so Tong as this control continues to exist. 1.2 "Commencement Date" means, with respect to specific Software, the date on which Vendor ships the Software to Customer or, if no delivery is necessary, the effective date of the relevant Order Form. 1.3 "Documentation" means the documentation pertaining to the use of the Software and made available to Customer by Vendor. 1.4 "Fees" means any and all Software license fees, Support fees, Upgrade fees, and all other fees or charges arising under this Agreement. 1.5 "Key" means a numerical or alphanumerical code or physical device necessary to gain access to or operate certain Software on certain media as delivered by Vendor hereunder. 1.6 "Order Form" means the document pursuant to which Customer orders Software, Support or Upgrades from Vendor in accordance with Section 3.1 hereof. 1.7 "Software" means the software programs listed on the applicable Order Form, in object code only unless otherwise stated therein, and provided by Vendor to Customer, including any Upgrades thereto provided by Vendor to Customer. 1.8 "Support" means technical support services described in Exhibit C. 1.9 "Term" has the meaning set forth in Section 4.1. 1.10 "Upgrades" means any maintenance patches, new releases or new versions for any Software provided to Customer by Vendor. 2. License Grants and Limitations 2.1 Software License. Subject to all the terms and conditions of this Agreement and any applicable Order Form, Vendor hereby grants to Customer a nonexclusive, nontransferable, nonsublicensable license during the Term under Vendor's intellectual property rights in the Software to use such number of copies of the Software identified in the Order Form solely for its own internal business purposes and pursuant to and in accordance with the other restrictions set forth herein and in any applicable Order Form. The Software may only be copied, in whole or in part, as may be necessary and incidental for archival and backup purposes or to replace a wom out or defective copy. If Customer is unable to operate the Software on the computer equipment due to an equipment malfunction, the Software may be transferred temporarily to other computer equipment during the period of equipment malfunction. 2.2 Documentation License. Subject to all the terms and conditions of this Agreement, Vendor hereby grants to Customer a nonexclusive, nontransferable , nonsublicensable license during the Term under Vendor's intellectual property rights in the Documentation to use and copy the same in support of Customer's licensed use of the Software. 2.3 Use By Affiliates. 2.3.1 Addendum. The Software and Documentation may be used by Affiliates of Customer provided that prior to any such use each Affiliate executes a mutually agreeable addendum to this Agreement by which the Affiliate agrees to be bound by the terms hereof. 2.3.2 Customer Responsibility. Any use by Customer Affiliates will be subject to the following: (a) Customer accepts responsibility for the acts or omissions of its Affiliates as if they [A04 -09861 116769611] 1 were Customer's acts or omissions; ; and (b) such use will not constitute a violation under any applicable export law or regulation. 2.4 Restrictions. 2.4.1 General. Customer agrees to be bound by and observe the proprietary nature of the Software and Documentation as provided in this Agreement. Customer agrees to take the actions necessary to fulfill its obligations hereunder and thereunder by instruction or agreement with its employees or agents who are permitted access to the Software or Documentation. Customer will only give access to the Software or Documentation on a need- to-know basis. 2.4.2 Proprietary Rights. Customer hereby acknowledges that the Software contains valuable trade secret and confidential information of Vendor. Title to and all patents, copyrights, trade secrets, and other proprietary rights in or related to the Software and Documentation (including all of the parts thereof) are and will remain the exclusive property of Vendor, whether or not specifically recognized or perfected under the laws of the United States or a foreign jurisdiction. Customer will not acquire any right in the Software or Documentation except the limited rights specified in this Agreement, or take any action that jeopardizes Vendor's proprietary rights. Unless otherwise specifically agreed in writing, Vendor will own all rights in any copy, translation, modification, adaptation, or derivation of the Software, including any improvement or development thereof, whether or not authorized by Vendor. At the request of Vendor, Customer will execute and deliver to Vendor any instrument that may be appropriate to assign these rights to Vendor or perfect these rights in Vendor's name. 2.4.3 No Implied Licenses. Any use, modification or distribution of the Software or Documentation by Customer outside the scope of the licenses granted is expressly prohibited. 2.4.4 No Reverse Engineering. Customer will not, and will not knowingly permit others to, (a) modify the Software or (b) decompile, reverse - engineer, disassemble, or otherwise attempt. directly or indirectly, to obtain or create source code for the Software. Notwithstanding the foregoing, decompiling the Software is permitted solely to the extent the laws of Customer's jurisdiction give Customer the right to do so to obtain information necessary to render the Software interoperable with other software; provided, however, that Customer must first request such information from Vendor and Vendor may, in its sole discretion, either provide such information to Customer or impose reasonable conditions, including a reasonable fee, on such use of the Software to ensure that Vendor's proprietary rights in the Software are protected. 2.4.5 Unauthorized Distribution or Copying. Customer will not, and will not knowingly permit others to (a) lease, license, sublicense, transfer or assign any of its rights under this Agreement, (b) sell, rent, or distribute the Software, including providing access to the Software or using the Software to operate a service bureau or on a timesharing basis, or (c) use, copy, duplicate or otherwise reproduce all or any part of the Software or Documentation, other than in strict accordance with this Agreement. Any breach of the foregoing will be considered a material breach of this Agreement that is incapable of cure. 2.4.6 Required Proprietary Notices. Customer will ensure that each copy it makes of the Software or Documentation contains the same proprietary notices that appear on or in the same as provided by Vendor to Customer and as otherwise reasonably required by Vendor. 2.5 Reasonable Cooperation. Customer shall, upon Vendor's written request, provide reasonable cooperation (at Vendor's expense) in order to secure and perfect the intellectual property rights in the Software. Customer shalt promptly provide to Vendor all relevant facts upon becoming aware of a likelihood of infringement or other illegal use or misuse by any third party of the Software or any intellectual property rights of Vendor. Customer shall provide reasonable cooperation in any suits and actions related thereto, at Vendor's request and expense. 2.6 Acceptance. Customer will be deemed to have accepted the Software on the Commencement Date. All copies made by Customer hereunder will be deemed accepted upon acceptance of the first copy delivered to Customer hereunder. 2.7 Source Code Escrow. If so indicated on an applicable Order Forrn, Customer will be made a beneficiary under Vendor's existing source code escrow arrangement in accordance with the applicable documents therefor. Vendor hereby grants to Customer a non - exclusive, nontransferable, nonsublicensable license during the Term under Vendor's intellectual property rights in the Software to use any released source code solely for maintenance of the Software and solely for its own intemal business purposes and pursuant to and in accordance with the other restrictions set forth herein and in any applicable Order Form. 3. Order Forms and Payment of Fees 3.1 Order Forms 3.1.1 Initial Order. On or prior to the Effective Date, Customer will issue to Vendor a purchase order on the order form provided by Vendor or on a Customer order form containing the same information as the order form provided by Vendor (in each case, the 'Order Form") which form will include the Software that Customer wishes to license or obtain from Vendor and any applicable Support and/ Upgrades being purchased. 3.1.2 Order Form Content Customer will sign each Order Forrn. Customer will ensure that all Order Forms submitted hereunder indude the following information: (i) the specific Software to be licensed, including model or part number(s); (ii) the Support and Upgrades, if any, ordered in connection with such Software; (iii) the name and address of Customer; and (iv) the physical location of the servers on which the Software will run. 3.1.3 Subsequent Orders. Following the Effective Date, Customer may order additional Software by submitting an additional Order Form to Vendor. Vendor will use commercially reasonable efforts to accept or reject each such Order Form within ten (10) business days from the date of receipt of each Order Form. Any failure of Vendor to accept or reject an Order Form within such period will be deemed a rejection thereof. In the event Vendor accepts an Order Form, Vendor will deliver to Customer the Software or appropriate Keys within five (5) business days. The Parties agree that neither Party will have any obligation with respect to a rejected Order Form. The Parties also agree that Vendor may by written notice at any time terminate Customer's right to submit additional Order Forms. 3.1.4 Applicable Terms. Each Order Form will be governed exclusively by the terms of this Agreement, whether or not this Agreement is specifically mentioned. 3.1.5 Customer Purchase Orders. Customer may, for purposes of administrative convenience, use Customer's standard form of purchase order to provide the information requested in Vendor's form of Order Form. The Parties understand and agree that any terms or conditions on any Order Form (including any Customer purchase order) in any way different from or in addition to the terms and conditions of this Agreement will have no effect whatsoever and Vendor hereby rejects all such terms and conditions. 3.2 Payments 3.2.1 Prices. Fees for the Software, Support and Upgrades are charged in accordance with Exhibit B and the applicable Order Form. 3.2.2 Payment Terms. Unless otherwise stated on the applicable Order Form all payments are due within thirty (30) days after the Commencement Date. For all amounts not paid when [A04-09861 /167696/1 j 2 due, Customer agrees to pay an additional charge equal to one and one -half percent (1.5 %) of such amounts per month or partial month during which such amounts were owed and unpaid. Customer will also reimburse Vendor for all expenses incurred by Vendor in exercising any of its rights under this Agreement or applicable law with respect to a default in payment or other breach of this Agreement by Customer, including reasonable attorneys' fees and the fees of any collection agency retained by Vendor. 3.3 Taxes. Amounts payable by Customer hereunder do not include local, state, or federal sales, use, value- added, or other taxes or tariffs of the United States of America or other countries based on the Licenses or services provided under this Agreement or Customer's use thereof. Customer will pay all such taxes or tariffs as may be imposed upon Vendor or Customer, except income taxes imposed on Vendor by the United States of America or any state or local govemment therein. Customer will be invoiced for, and Customer will pay, any such taxes or tariffs if Vendor is required to pay them on Customer's behalf. 3.4 Audit. Upon Vendor's written request, Customer will provide to Vendor a signed certification (a) verifying the Software is being used in accordance with the terms of this Agreement; and (b) listing the locations in which the Software is run. Vendor may, at Vendor's expense and not more than once annually, audit Customer's use of the Software and compliance with the terms hereof, upon notice to Customer. Any such audit will be conducted during business hours and will not unreasonably interfere with Customer's business activities. Customer will provide Vendor with all reasonable information and assistance (including but not limited to copies of related software applications and other software) required to enable Vendor to determine whether Customer is in compliance with the license granted hereunder. If such an audit reveals that Customer has underpaid Fees to Vendor, Customer will be invoiced for the underpaid Fees based upon Vendor's generally available price list at the time the Fees would have otherwise been incurred, together with interest thereon at a rate of one and one -half percent (1.5 %) per month or partial month or the highest rate allowed by law, whichever is less, compounded, during which any amounts were owed and unpaid. If such audit reveals that Customer has underpaid Fees totaling 5% or more of the Fees due in any year, Customer will reimburse Vendor all reasonable costs, fees, and expenses associated with such audit. 4. Term and Termination 4.1 Term. This Agreement will commence on the Effective Date and continue until the termination date, if any, set forth on the applicable Order Form, unless otherwise terminated as set forth in Section 4.2 (the "Tern "). If no termination date is specified, then the licenses hereunder will be perpetual, subject only termination under Section 4.2. 4.2 Termination. Either Party may terminate this Agreement and all licenses granted hereunder upon written notice if the other Party is in material breach of this Agreement or the terms of any Order Form and fails to correct such breach within thirty (30) days after written notice specifying the breach. 4.3 Effect of Termination. Upon termination of this Agreement, all licenses granted to Customer hereunder will immediately terminate. Termination of this Agreement or any Software license by either Party will not Emit either Party from pursuing any other remedies available to it, including injunctive relief, nor will such termination release Customer from any obligation to pay all Fees that have accrued or that Customer has agreed to pay under any Order Form under this Agreement up to the date of termination. The Parties' rights and obligations under Sections 2.3.2, 2.4, 2.5, 2.6, 3.2, 3.3, 3.4, 4, 6, 7, 8, 9, and 11 will survive termination of this Agreement. If this Agreement or any license granted under this Agreement expires or otherwise terminates, Customer will (a) immediately cease using the applicable Software or Documentation, and (b) certify to Vendor within thirty (30) days of expiration or termination that Customer has destroyed or returned to Vendor the Software and all copies thereof remaining in Customer's possession. This requirement applies to copies in all forms, partial and complete, in all types of media and computer memory, and whether or not modified or merged into other materials. 5. Warranties 5.1 Limited Warranty. Vendor warrants that each unmodified copy of the Software products will substantially conform to Exhibit A and to the applicable prevailing published documentation at the time of delivery, when operated in accordance with the applicable user manuals. If Customer does not provide written notice to Vendor that Customer has a claim for breach under this Section 5.1 within ninety days after the Commencement Date with respect to a particular Software product, then its right to make any such claim will terminate. The warranty under this Section 5.1 will not apply to subsequent licenses of the same Software product after such period has passed for the initially licensed Software product. 5.2 Remedies. For any breach of warranty hereunder, Vendor will exercise commercially reasonable efforts to modify the applicable Software such that the applicable warranty is true and to deliver to Customer the modified Software, if any. If Vendor concludes that such modification is impracticable, then Vendor will refund the applicable Fees paid for the license of the nonconforming Software upon Customer's retum to Vendor of all copies of the applicable Software in Customer's possession or control. 6. Disclaimers 6.1 The express remedies set forth in Section 5 will constitute Customer's exclusive remedies, and Vendor's sole obligation and liability, for any claim (i) that any Software or other deliverable provided hereunder does not conform to specifications or is otherwise defective, or (ii) that any services were performed improperly. 6.2 EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 5.1, WHICH ARE LIMITED WARRANTIES AND THE ONLY WARRANTIES PROVIDED TO CUSTOMER, THE SOFTWARE AND ANY SERVICES ARE PROVIDED AS IS," AND VENDOR MAKES NO ANY ADDITIONAL WARRANTIES, EXPRESS, IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY, AS TO ANY SOFTWARE OR SERVICES PROVIDED HEREUNDER, OR ANY MATTER WHATSOEVER. THE PARTIES DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON - INFRINGEMENT. 6.3 VENDOR DOES NOT WARRANT THAT THE SOFTWARE OR ANY SERVICES WILL MEET ANY CUSTOMER REQUIREMENTS NOT SET FORTH HEREIN, THAT THE SOFTWARE WILL OPERATE IN THE COMBINATIONS THAT CUSTOMER MAY SELECT FOR USE, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR - FREE, OR THAT ALL ERRORS WILL BE CORRECTED. IF PRE - PRODUCTION (E.G_, "ALPHA" OR "BETA ") RELEASES OF SOFTWARE ARE PROVIDED TO CUSTOMER, SUCH COPIES ARE PROVIDED "AS -IS° WITHOUT WARRANTY OF ANY KIND. 6.4 Except as may be done in accordance with Section 11.14, no statement by any Vendor employee or agent, orally or in writing, will serve to create any warranty or obligation not set forth herein or to otherwise modify this Agreement in any way whatsoever. 7. UMITATION OF LIABILITY. EXCEPT WITH REGARD TO CLAIMS BASED UPON CUSTOMER'S BREACH OF SECTION 2.4, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, SAVINGS, REVENUE, USE, DAMAGED OR LOST FILES OR DATA, OR BUSINESS INTERRUPTION) THAT MAY ARISE IN CONNECTION WITH THIS AGREEMENT, THE USE OR SUPPORT OF THE SOFTWARE, OR ANY MATTER WHATSOEVER, REGARDLESS OF THE CAUSE OF ACTION OR CHARACTERIZATION OF THE DAMAGES, EVEN IF THE PARTY SOUGHT TO BE HELD LIABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL VENDOR BE LIABLE FOR ANY DAMAGES FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR AGGREGATE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE USE OR SUPPORT OF THE SOFTWARE, OR ANY MATTER WHATSOEVER, [A04 -09861 /167696/1] 3 REGARDLESS OF THE CAUSE OF ACTION OR CHARACTERIZATION OF THE DAMAGES, EXCEEDING THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE ONE YEAR PERIOD PRECEDING THE FIRST ACT GIVING RISE TO LIABILITY. NEITHER PARTY WILL BE LIABLE FOR ANY DAMAGES BASED ON ACTIONS OR OCCURRENCES THAT OCCURRED MORE THAN ONE YEAR BEFORE THE OTHER PARTY PROVIDES NOTICE OF THE CLAIM. THE FOREGOING LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY SET FORTH IN THIS AGREEMENT, AND WILL SURVIVE AND APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES SPECIFIED HEREIN. 8. Essential Basis of Bargain. Customer acknowledges and agrees that the Fees charged by Vendor in this Agreement reflect the overall allocation of risk between the Parties, including by means of the provisions for limitation of liability and exclusive remedies described in this Agreement. Such provisions form an essential basis of the bargain between the Parties and a modification of such provisions would affect substantially the Fees charged by Vendor hereunder. In consideration of such Fees, Customer agrees to such allocation of risk and hereby waives any and all rights, through equitable relief or otherwise, to subsequently seek a modification of such provisions or allocation of risk. 9. Indemnity 9.1 Vendor Intellectual Property Indemnity. Vendor will defend or, at its sole option, settle, at its own expense any suit, action or proceeding brought in a court of competent jurisdiction against Customer by a third party to the extent it is based on or arises out of a daim that any Software infringes any United States patent issued or any copyright or trade secret arising under the laws of any jurisdiction (an 1P Action') and Vendor will pay damages finally awarded against Customer in such IP Action, or those monetary damages agreed to by Vendor and the claimant in a monetary settlement of such IP Action; provided that Vendor will be relieved of the foregoing obligations unless Customer. (a) gives Vendor prompt written notice of each such claim; (b) tenders to Vendor sole control of the defense or settlement of each such IP Action; and (c) cooperates with Vendor in defending or settling each such IP Action. If Vendor receives notice of an allegation that any Software infringes or misappropriates a third party's intellectual property rights, or if Customer's use of any Software is prohibited by permanent injunction of a court of competent jurisdiction as a result of such an infringement or misappropriation, Vendor may, at its sole option and expense: (a) procure for Customer the right to continue using such Software as provided hereunder; (b) modify such Software so that it is no longer infringing; or (c) replace the Software with other Software of equal or superior functional capability. If none of the foregoing is in Vendor's determination commercially reasonable, Vendor will have the right to terminate all licenses to such Software granted hereunder. If Vendor terminates any Software licenses as described above: (1) Vendor will refund the applicable Fees paid for the license of such Software, prorated over a straight -line five year period; and (2) Customer will immediately deliver to Vendor all copies of the applicable Software in Customer's possession or control. Notwithstanding any other provision of this Agreement, in no event will Vendor accept new orders for Software that is subject to a claim of infringement. 9.2 VENDOR IP INDEMNITY UMITATIONS. THE RIGHTS GRANTED TO CUSTOMER UNDER SECTION 9.1 WILL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND VENDOR'S SOLE OBLIGATION FOR ANY ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHT. VENDOR WILL HAVE NO LIABILITY, INCLUDING UNDER SECTION 9.1, FOR ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION BASED UPON OR ARISING OUT OF: (A) ANY SOFTWARE MODIFIED WITHOUT THE APPROVAL OF VENDOR; (B) ANY CUSTOMER OR THIRD -PARTY APPLICATION OR OTHER TECHNOLOGY; (C) USE OF THE SOFTWARE IN CONNECTION OR IN COMBINATION WITH EQUIPMENT, DEVICES, OR SOFTWARE NOT PROVIDED BY VENDOR (BUT ONLY TO THE EXTENT THAT THE SOFTWARE ALONE WOULD NOT HAVE INFRINGED); (D) COMPLIANCE WITH CUSTOMER'S DESIGN REQUIREMENTS OR SPECIFICATIONS; (E) THE USE OF SOFTWARE OTHER THAN AS PERMITTED UNDER THIS AGREEMENT, OR IN A MANNER FOR WHICH IT WAS NOT INTENDED; OR (F) USE OR DISTRIBUTION OF OTHER THAN THE MOST CURRENT RELEASE OR VERSION OF THE SOFTWARE (IF SUCH INFRINGEMENT OR CLAIM WOULD HAVE BEEN PREVENTED BY THE USE OF SUCH RELEASE OR VERSION). 9.3 Customer Use Indemnity. Except with respect to infringement of third-party rights for which Vendor is obligated to indemnify under Section 9.1, Customer hereby agrees to indemnify Vendor for claims brought against Vendor only to the extent that they are found to result from the sole negligence of Customer, its governing body, or its employees. This indemnification shall not be construed to be an indemnification for the acts, or omissions of third parties, independent contractors or third party agents of Customer. This indemnification shall not be construed as a waiver of Customer's sovereign immunity, and shall be interpreted as limited to only such traditional liabilities for which Customer could be liable under the common law interpreting the limited waiver of sovereign immunity. Any claims against Customer must comply with the procedures found in §768.28, Florida Statutes. In order to comply with the requirements of §129.06, Florida Statutes, and Article VII, section 10 of the Florida Constitution, the value of this indemnification is only to the extent of the limitations of §768.28, Florida Statutes. In addition, this indemnification shall be construed to limit recovery by Vendor against Customer to only those damages caused by Customer's sole negligence, and specifically not including any attomey's fees or costs associated therewith. 9.4 Sovereign Immunity Notwithstanding anything contained herein to the contrary, this provision shall not be construed as a waiver of any immunity to which Vendor Is entitled or the extent of any limitation of liability pursuant to § 768.28, Florida Statutes. Furthermore, this provision is not intended to nor shall be interpreted as limiting or in any way affecting any defense Vendor may have under § 768.28, Florida Statutes or as consent to be sued by third parties. 10. Technical Support. Support and Upgrades will be provided in accordance with the terms and conditions set forth in Exhibit C for one year after the Commencement Date. The term for Support and Upgrades will thereafter be renewed automatically at the indicated rates unless Customer provides a written notice of cancellation. 11. General 11.1 Export. Customer will comply fully with all applicable export laws and regulations of the United States of America, the European Union, and other countries ( "Applicable Export Laws') and assure that no Software is (a) exported, directly or indirectly, in violation of Applicable Export Laws: or (b) intended to be used for any purposes prohibited by the Applicable Export Laws, including nuclear, chemical, or biological weapons proliferation. The Parties agree not to take any actions that would cause either Party to violate the U.S. Foreign Corrupt Practices Act of 1997, as amended. 11.2 U.S. Government End Users. The Software and Documentation qualify as "commercial items," as that term is defined at Federal Acquisition Regulation ( "FAR") (48 C.F.R.) 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in FAR 12.212. Consistent with FAR 12.212 and DoD FAR Supp. 227.7202 -1 through 227.7202 -4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which the Agreement may be incorporated, Customer may provide to a government end user or, if this Agreement is direct, a government end user will acquire, the Software and Documentation with only those rights set forth in the Agreement. Use of either the Software or Documentation or both constitutes agreement by the government that the Software and Documentation are "commercial computer software" and [A04 -09861 /167696/11 4 "commercial computer software documentation," and constitutes acceptance of the rights and restrictions herein. 11.3 Notice. All notices under this Agreement, including notices of address change, will be in writing and will be deemed to have been given when sent by (i) registered mail, return receipt requested, or (ii) a nationally recognized ovemight delivery service (such as Federal Express), to the President or General Counsel of the appropriate Party at the relevant address first fisted above, or to a Party's address as changed in accord with this Section 11.3. 11.4 Legal Expenses. In the event legal action is taken by either Party to enforce its rights under this Agreement, ail costs and expenses incurred by the prevailing Party, including reasonable attorneys' fees and court costs, will be paid by the other Party. 11.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, unenforceable, or in conflict with any law of a federal, state, or local govemment, the validity of the remaining portions or provisions will remain in full force and effect. 11.6 Governing Law; Venue. This Agreement, and all matters arising under or related hereto, will be govemed according to the laws of the State of Florida, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. All litigation arising under or related to this Agreement will be brought in a state or federal court located in Pinellas or Hillsborough Counties, as permitted by law. 11.7 No Waiver. No failure on the part of either Party to exercise, and no delay in exercising, any right, power, or privilege will operate as a waiver thereof; nor will any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The waiver by either Party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. 11.8 Assignment. Neither Party may assign or transfer, by merger, operation of law or otherwise, this Agreement or any right or duty arising hereunder to a third party without the other Party's prior written consent. Any purported assignment in violation of this Section 11.8 will be void. . 11.9 Independent Contractor; Use of Subcontractors. Vendor is an independent contractor and nothing in this Agreement or related to Vendor's performance will be construed to create an employee relationship between Customer and Vendor or any Vendor employee or subcontractor. Vendor may, in its discretion, utikze subcontractors to provide services hereunder. 11.10 No Third -Party Beneficiaries. This Agreement is an agreement between the Parties, and confers no rights upon any of the Parties' employees, agents, contractors or customers, or upon any other person or entity. 11.11 Construction. All references in this Agreement to "Sections" and "Exhibits' refer to the sections and exhibits of this Agreement. The words "hereof, "herein" and "hereunder" and other words of similar import refer to this Agreement as a whole, as the same may from time to time be amended or supplemented, and not to any subdivision contained in this Agreement. The word "including" when used herein is not intended to be exclusive and means "including, but not limited to.' The word or when used herein is not intended to be exclusive unless the context clearly requires otherwise. Each of the Parties and their counsel have carefully reviewed this Agreement, and, accordingly, no rule of construction to the effect that any ambiguities in this Agreement are to be construed against the drafting Party will apply in the interpretation of this Agreement. 11.12 Force Majeure. Except with regard to any obligation to pay money hereunder, neither Party hereto will be held responsible for any delay or failure in performance hereunder caused in whole or in part by fire, strike, food, embargo, labor dispute, delay or failure of any subcontract, telecommunications failure or delay, act of sabotage, riot, accident, delay of carrier or supplier, voluntary or mandatory compliance with any governmental act, regulation or request, act of God or by public enemy, or any act or omission or other cause beyond such Party's control. If any such contingency does occur, the time to perform an obligation under this Agreement affected thereby will be deemed extended by the length of time such contingency continues. 11.13 Entire Agreement. This Agreement, together with the Exhibits hereto and all Order Forms, which are hereby incorporated herein by this reference, contain all the agreements, representations. and understandings of the Parties and supersedes any previous understandings, commitments, representations or agreements, oral or written, with respect to the subject matter of this Agreement. 11.14 Modification. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each Party that expressly states the sections of this Agreement to be modified; no other act, usage, or custom will be deemed to amend or modify this Agreement. Each Party hereby waives any right it may have to claim that this Agreement was subsequently modified other than in accordance with this Section. IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF THE EFFECTIVE DATE. GEONEXUS TECHNOLOGIES L.L.C. Signature Name: William A. Heise Title: President Countersigned: C`?Or‘t. f\ Cr AkVA 5 George N. Cretekos Mayor Approved as to form: Assistant City • ttomey [A04 -09861 /16769611J 5 CITY OF CLEARWATER, FLORIDA By: lA/ William B. Home II City Manager Attest Rosemarie Call City Clerk EXHIBIT A GeoWorx® Software GeoWorx Map. GeoWorx Map is software developed using the ESRI ArcGIS Server Application Programming Interface (API) for Adobe Flex. Worx Map adds work and asset management functionality as a "plug in" to ESRI's ArcGIS Flex Viewer. Worx Map is delivered as a set of prepackaged widgets and associated web services that connect the ArcGIS Flex Viewer to Oracle WAM software for advanced work and asset management capabilities such as creating and visualizing work orders, service requests, and work requests from the GIS Viewer. Worx Map includes the User Interface (UI) components and web services that handle the communication with Oracle WAM. Worx Map provides the following transactions in Oracle WAM. Function Description Create Work Order This function provides the ability to create a work order in WAM oases on one or more assets selected from the GIS map. The user will have the option of creating a single task or multi task work order in WAM using the selected assets. The user will have the ability to enter a requester name and description for the work order. Create Work Order using Benchmark This function provides the ability to create a new work order using an existing benchmark work order from WAM. The user may select an existing benchmark work order and then select one or more assets from the map to include on the work order. Create Service Request This function provides the ability to create a service request in WAM based on one or more assets selected from the GIS map. The user will have the ability to enter a requester name and description for the service request. The user will also have an option to select the service request type and problem code for the service request. Record Service Request This function provides the ability to select one or more assets from the GIS map to record to an existing Service Request in WAM. Record Work Order This function provides the ability to select one or more assets from the GIS map to record on an existing Work Order in WAM. View Selected Assets and Work in WAM This functionality allows the user to select features on the map and view details in Oracle WAM. GIS features represent Assets, Work Orders, Service Requests, and Work Requests in Oracle WAM. View Work on Map Work Orders, Work Requests, and Service Requests can be shown on the map The user may turn on and turn off the work layers using the layer visibility control in the GIS viewer. Create Service Request Area The user may sketch a polygon on the Map to represent a Service Request area. A new Service Request is created in Oracle WAM Map Tips This provides the ability to hover the mouse cursor over a work order or service request displayed in the Map and view basic information such as description, priority, and status. Color Code Work This provides the ability to color code work orders and service requests by attributes maintained in Oracle WAM. GeoWorx Sync is an out -of- the -box solution that synchronizes data between Oracle WAM and an Esri ArcGIS geodatabase in a loosely coupled model. GeoWorx Sync facilitates a high degree of stability and flexibility, so that you can have secure, consistent, and dependable synchronization of data between WAM and the ArcGIS geodatabase. GeoWorx Sync uses a "full compare" change detection model operating independently from WAM and ArcGIS to synchronize data between the two databases. This guarantees data changes made in either system are not lost during synchronization. All configurations, reporting, alerting, and other operations are handled from [A04-09861 1167696/11 an intuitive GeoWorx Sync desktop GUI. This includes functionality to support adding new GIS layers that need to be synchronized with Maximo, making it easy to add new WAM assets to the system. GeoWorx Sync price is based on the total number of features in the geodatabase that are linked to WAM Assets that are processed by the software. [A04 -09861 /167696/1] EXHIBIT B GeoWorx® Software License Fees Three (3) Year Enterprise License 1A04 -09861 /167696/1) EXHIBIT C SOFTWARE SUPPORT AND MAINTENANCE With regard to the specific Software identified in the applicable Order Form (the "Covered Software ") Vendor will provide the support services described in Section 1 below (the "Support) and Upgrades as described in Section 2 below. 1. SUPPORT 1.1 TYPES OF SUPPORT. During the Support Temi, Vendor will provide the following types of Support for the Covered Software during the 'Principal Period of Supoorr, which is a nine -hour contiguous daily time period between the hours of 8:00 AM and 5:00 PM, ET, Monday through Friday, excluding Vendor's published holidays (see Schedule 2). 1.1.1 Telephone Support: Vendor technical staff will attempt to answer questions and assist Customer in resolving issues related to the Covered Software. 1.1.2 Remote Access Support: Vendor will access the Covered Software to perform remote diagnostics, verification and/or correction of issues. 1.1.3 Additional Support: For other support related activities that are not covered above, Customer may purchase Additional Support for the Covered Software as described below in Section 4. 1.2 REQUESTING SUPPORT. Customer may request Support from Vendor ( "Customer Reauest") during the Principal Period of Support. A Customer Request may be made in the following manner. 1.2.1 Telephone: Customer Requests can be made to 866- 839 -4993. 1.2.2 E -mail: Customer Requests to support ®geo-nexus.com. 1.3 INFORMATION REQUIRED. Prior to making a Customer Request, Customer must gather information in sufficient detail to permit Vendor to take appropriate action. Based upon the Severity Level, Vendor may begin investigation before a complete notification is received provided Customer promptly thereafter provides Vendor with the applicable information. The following information shall be provided to Vendor by one of Customers Authorized Contacts (Schedule 1): • Customer Name • Authorized Contact Name • Contact Phone Number • Short Description of the Problem • Severity Level (as defined below) • Full text and code number of any error messages • When did the problem first occur? • Did this function/feature work prior to now? • Did any events/changes occur during the timeframe in which the problem first occurred? • Is the problem reoccurring? • What resolutions or troubleshooting steps have been tried and what were the results? 1.4 SEVERITY LEVEL. Each Customer Request will initially be assigned one of four Severity Levels by the Customer, which may be subsequently changed by mutual agreement between Vendor and Customer. Vendor will respond to the Customer Request based upon the Severity Level initially assigned by Customer. The Customer Request is assigned a Severity Level as follows: 1.4.1 Severity Level 1: — An unplanned outage of the Covered Software in which the system crashes, hangs, or loses data or leaves the Covered Software in a state that is not operational. 1.4.2 Severity Level 2: — The Covered Software is up and running but a major area of core functionality (non - administrative) is unavailable, no workaround exists and a large percentage of users are impacted by the problem. 1.4.3 Severity Level 3: — The Covered Software is operational, major functional areas are available, and either (1) an error occurred within one of the features but the error does not prevent essential use of the functionality; or (2) a slight operational error or inconvenience occurred that impacts a small percentage of users; or (3) a general degradation in performance is experienced. [A04 -09861 /167696/1] 1.4.4 Severity Level 4: — Describes a minor issue related to usability, including, but not limited to: text errors, screen or report alignment, incorrect colors, sorting errors on reports, etc. 1.5 RESPONSE TO CUSTOMER REQUESTS. The following procedure will be used to respond to Customer Requests. The response tines and frequency of these activities will be dependent on the Severity Level of the Customer Request as described in the table below. 1.5.1 Acknowledge: Vendor will acknowledge Customer Request and log the request in our Problem Reporting system. 1.5.2 Level of Effort: Vendor will address Customer Request using a commercially reasonable level of effort that is commensurate with the Severity Level of the problem described. 1.5.3 Status: Vendor will provide the Customer with status regarding Customer Request based upon the Severity Level of the Customer Request. For Severity Levels 1 and 2, Vendor will provide both oral and written status related to the Customer Request. For Severity Levels 3 and 4, Vendor will provide either oral or email status related to the Customer Request. 1.5.4 Circumvention: Vendors first priority is to assist Customer in getting the Covered Software operational. This may be accomplished through a correction, adjustment, temporary solution, reasonable work around, or patch if possible ("Circumvention "). If during the course of problem resolution one of these corrections improves the condition of the problem, then the Severity Level will be changed to reflect the current Severity Level based upon the above definitions. 1.5.5 Resolution: Issue "Resolution" means Vendor has provided Customer with a New Version, New Release or Maintenance Patch that contains a fix or written instructions that enable Customer to correct the issue. Customer acknowledges and agrees that New Versions, New Releases or Maintenance Patches for third party Software must come from the applicable third party and that Vendor does not control the timing thereof. If a Resolution to a Customer Request cannot be accomplished in a timely manner and a temporary solution has been provided by Vendor, Vendor will then provide a long -term action plan describing its approach to resolving Customer Request. 1.5.6 Guidelines: During the Principle Period of Support, Vendor will use the following non - guaranteed guidelines to address Customer Requests. 1 2 hrs 8 hrs or as mutually agreed upon 48 hrs 2 4 hrs 16 hrs or as mutually agreed upon 96 hrs 3 8 hrs Upon Request N/A 4 16 hrs Upon Request N/A 2. SOFTWARE MAINTENANCE S UPGRADES 2.1 Upgrades for Vendor Software: For Covered Software, Vendor may release Maintenance Patches, New Releases or New Versions (each, as defined below) to correct issues, add updates, make adjustments or provide improvements as described below. 2.2 Maintenance Patches: In the course of providing support for Covered Software, Vendor may determine it is necessary to make modifications or revisions to the Covered Software or related documentation that correct errors or deficiencies or are identified by Vendor as mandatory changes to the Covered Software. If Customer requires deployment assistance from Vendor, Customer will pay Vendor the applicable Additional Support fee and Travel Expenses associated with each such implementation. 2.3 New Releases: From time to time, as Vendor sees fit, Vendor may make changes or additions, other than Maintenance Patches or New Versions, to the Covered Software or related documentation to support the operating systems with which the Covered Software is designed to operate, to improve existing functions and performance, or to provide other updates, or are identified by Vendor as mandatory change to the Covered Software. If Customer requires deployment assistance from Vendor, Customer will pay Vendor the applicable Additional Support fee and Travel Expenses associated with each such deployment. 2.4 New Versions: From time to time, as Vendor sees fit, Vendor may make significant changes or additions, other than Maintenance Patches or New Releases, to the Covered Software or related documentation that adds new functionality, or improve performance by changes in system design or coding. New Versions will not include, however, any changes or additions to Covered Software that Vendor does not make generally available to customers who have contracted to receive Support, which shall constitute a "New Product." If Customer requires deployment assistance from Vendor, Customer will pay Vendor the applicable Additional Support fee and Travel Expenses associated with each such deployment. 2.5 Version.Release.Maintenance: is the release numbering scheme for the Covered Software, for example: 2.5.10, with 2 being the "Version," 5 being the "Release," and 10 being the "Maintenance" number. 3. SUPPORT FOR THIRD PARTY UPGRADES 3.1 Third Party Maintenance Patches: IBM and Oracle issue maintenance patches from time to time for products with which the Covered Software work (the "Third Party Products "). These patches are intended to correct issues in the Third Party Products and should not impact the Covered Software. Therefore, Vendor does not perform any evaluation or testing of these patches in regards to the Covered Software. 3.2 Third Party New Releases: If Customer determines a need to update to a Third Party Product new release, it will notify Vendor of its intentions through a Customer Request. Vendor will then determine if an update to the Covered Software is required. Vendor will notify Customer of the need to update or not. If Vendor needs to update the Covered Software, it will do so within a commercially reasonable timeframe based upon the scope of effort associated with each update. 3.3 Third Party New Versions: Vendor may, at its sole discretion, provide updates to Covered Software to support new versions of applicable Third Party Products. If Customer requests Vendor to update Covered Software to support a Third Party Product new version, Customer will pay Vendor the applicable Additional Support fee and Travel Expenses associated with each such update. 4. ADDITIONAL SUPPORT 4.1 Description. Customer may have a need for support that is not covered under standard support as described above ( "Additional Support"). This includes but is not limited to: 1. On-site support 2. Deployment assistance for Maintenance Patches, New Releases and New Versions 3. Updates to support New Versions of Third Party Products 4. Developer support for Customer 5. Enhancement requests associated with Covered Software 6. Support outside of the Principal Period of Support 7. Training This Additional Support will be available to the Customer on an hourly time - and - material basis or through Pre -Paid Support Blocks. Additional Support will be provided in one (1) hour minimum increments. 4.2 Time and Material Support For Additional Support provided on a time - and - material basis, Customer will be invoiced monthly for such (A04 -09861 /167696/1] Additional Support at the applicable Time and Material rates specified in the applicable Order Form. 4.3 Pre-Paid Support Blocks: For Additional Support provided using a Pre -Paid Support Block, Customer's Pre -Paid Support Balance will be reduced for each hour of Additional Support at the applicable Pre - Paid Support Block rates specified in the applicable Order Form. Each Pre -Paid Support Block expires 12 months from the date of purchase and no refund is available. 5. TRAVEL. EXPENSES Customer approved travel and living expenses associated with providing Support, Upgrades or Additional Support ("Travel Expenses") will be invoiced separately on a monthly basis as travel expenses are incurred. 6. CUSTOMER RESPONSIBILITIES In order for Vendor to provide Support, Upgrades or Additional Support Customer will be responsible for the following: 6.1 Identifying three (3) authorized contact personnel, including a primary contact, for the purposes of receiving services under this Exhibit (see Schedule 1). Customer may change these authorized contacts by providing Vendor written notice of such change. Vendor will direct all official communications to the primary contact. 6.2 Providing Vendor reasonable access to the Covered Software to perform Support including remote access (via Internet, VPN, etc.) to perform remote Support. 6.3 Committing resources in a timely manner that are knowledgeable with the Covered Software and related third party products (including, but not limited to, databases, operating systems, networks, computers, and other equipment) to assist Vendor while providing services hereunder. 6.4 Installation, testing and deployment of New Version, New Releases and Maintenance Patches in Customer's development, test and production environments. 6.5 Verification that a Customer Request has been resolved through verbal or written communication. 6.6 Charges incurred for communication facilities at the Customer's facilities, whether incurred by the Customer or by Vendor representatives while performing services. 6.7 Regular administration and maintenance of the Covered Software, by a System Administrator trained in the operating system, database administration, and third party tools and applications purchased by Customer. 6.8 Performing all back -ups and ensuring their accuracy. 6.9 Maintain up-to -date support contracts for all third party applications and hardware related to the Covered Software. 7. SUPPORT LIMITATIONS 7.1 Vendor's obligations under this Exhibit apply to the Customer only. Vendor has no obligation to provide any Support or other services to Customer's customers, agents or vendors. 7.2 Customer acknowledges that Vendor does not provide help desk or similar services to Customer's end users. 7.3 This Exhibit shall not obligate Vendor to provide on -site services, except to the extent that Vendor believes on -site Support is necessary for it to fulfill its obligations hereunder. 7.4 Support and Upgrades are contingent upon the use of unmodified Software, unless modifications were approved by Vendor as Additional Support, operated in accordance with Vendor's documentation. Support specifically excludes the following: (1) Support to a version of the Covered Software other than the current or immediate prior release; (2) efforts to restore a release of the Covered Software beyond the current or immediate prior release; (3) efforts to restore Customer's data. 7.5 Support for third party products is not included under this agreement. 7.6 Unless otherwise indicated on the applicable Order Form, any Upgrades are provided by the applicable third party licensor. 7.7 Unless purchased as Additional Support, Vendor is not responsible for the installation and testing of New Versions, New Releases, or Maintenance Patches. 8. PAYMENT Vendor will provide Support and Upgrades under the terms of this Exhibit at the price and rates outlined in the applicable Order Form. Customer's failure to pay such fees shall, at Vendor's option, immediately discharge any obligation of Vendor to provide Support or Upgrades hereunder. 9. TERM AND TERMINATION Support and Upgrades for Covered Software shall be for an initial term of one year and shall begin upon execution of this Agreement (the "Support Term"). The Support Term may be renewed, at prevailing rates and prices, for one (1) year periods thereafter by mutual written agreement of the Parties. Customer may reinstate lapsed Support (within 12 months), provided Vendor continues to Support the applicable Software, by paying 125% of all Support fees then in arrears. Customer may exercise its right to reinstate lapsed Support no more than once without the written agreement of Vendor. [A04 -09661 /167696/1] Schedule 1 Authorized Customer Contact Information Name: Title: Phone Number: Pager or Cell Number. E-mail address: Name: Title: Phone Number. Pager or Cell Number. E-mail address: Name: Title: Phone Number. Pager or CeII Number: E-mail address: [A04-09861 /167696/1] BH01 \1938001.1 ID\MGM - 110357\0001 [A04 -09861 /167696/1) Schedule 2 Vendor Published Holidays Labor Day Thanksgiving, and the day after Christmas Eve and Christmas Day Ito