GEONEXUS INTEGRATION PLATFORM SOFT WARE LICENSE AGREEMENT geo ne us
GEONEXUS®INTEGRATION PLATFORM SOFTWARE LICENSE AGREEMENT
This Geonexus Integration Platform Software License Agreement(this "Agreement") is made as of August 3
202j (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 ("Geonexus"), and The City of Clearwater, a City
with a place of business at 100 S. Myrtle Ave. Clearwater, FL 33756-5520, ("Customer") (each of Geonexus and Customer, a
"Party"; together,the"Parties").
1 Definitions. support of Customer's licensed use of the
1.1 "Affiliate" means an entity where Customer owns Software.
or controls more than 50% of either the entity's 2.3 Use by Affiliates.
voting rights or the entity's controlling body, but 2.3.1 Addendum.The Software and Documentation
only for so long as this control continues to exist. may be used by an Affiliate of Customer
1.2 "Documentation" means the documentation provided that prior to any use the Affiliate
pertaining to the use of the Software that is made executes a mutually agreeable addendum to
available to Customer, as it may be updated from this Agreement by which the Affiliate agrees to
time to time by Geonexus. be bound by the terms of this Agreement.
1.3 "Fees" means license fees, subscription fees, and 2.3.2 Customer Responsibility. Any use by a
all other fees or charges arising under this Customer Affiliate will be subject to the
Agreement. following: (a)Customer is responsible for the
1.4 "Software"means the software programs listed on acts or omissions of its Affiliate as if they were
Exhibit A, in object code only, and provided by Customer's acts or omissions; and (b) the
Geonexus to Customer, including any Upgrades Affiliate's use will not constitute a violation
provided to Customer. under any applicable export law or regulation.
1.5 "Subscription Start Date" means,with respect to 2.4 Restrictions.
specific Software, the date on which Customer 2.4.1 General. Customer acknowledges that the
receives the software authorization keycode. Software and Documentation contain valuable
1.6 "Support" means the technical support services trade secret and confidential information of
described in Exhibit B. Geonexus. Customer shall take the actions
1.7 "Term" is defined in Section 5.1. necessary to fulfill its obligations under this
1.8 "Upgrades" means maintenance patches, new Agreement by instruction or agreement with its
releases, or new versions for Software provided to employees or agents who are permitted
Customer. access to the Software or Documentation.
Customer shall only give access to the
2 License Grants and Limitations. Software or Documentation on a need-to-know
2.1 Software License. Subject to all the terms and basis.
conditions of this Agreement, Geonexus hereby 2.4.2 Proprietary Rights. Title to all patents,
grants to Customer a nonexclusive, copyrights,trade secrets,and other proprietary
nontransferable, nonsublicensable license during rights in or related to the Software and
the Term under Geonexus' intellectual property Documentation (including all of their
rights to use the Software identified on Exhibit A component parts) are and will remain the
solely for its own internal business purposes and in exclusive property of Geonexus. Customer will
accordance with the other restrictions in this not acquire any right in the Software or
Agreement. The Software may only be copied as Documentation except the limited rights
may be necessary for backup purposes or to specified in this Section 2,or take any action to
replace a defective copy. If Customer is unable to challenge Geonexus proprietary rights.
operate the Software due to an equipment Geonexus will own all rights in any copy,
malfunction, the Software may be transferred translation, modification, adaptation, or
temporarily to other computer equipment during the derivative work of the Software, including any
period of equipment malfunction. improvements, whether or not authorized by
2.2 Documentation License. Subject to all the terms Geonexus, and Customer hereby assigns
and conditions of this Agreement, Geonexus these rights to Geonexus.
hereby grants to Customer a nonexclusive, 2.4.3 No Implied Licenses. Any use, modification,
nontransferable, nonsublicensable license during or distribution of the Software or
the Term under Geonexus' intellectual property Documentation by Customer outside the scope
rights to use and copy the Documentation in of the express licenses granted in this Section
2 is prohibited.
r
2.4.4 No Reverse-Engineering.Customer shall not, Agreement or applicable law with respect to a
and shall not knowingly permit others to: (a) default in payment by Customer, including
modify the Software;or(b)decompile,reverse- reasonable legal fees and the fees of any collection
engineer, disassemble, or otherwise attempt, agency retained by Geonexus.
directly or indirectly, to obtain or create source 4.3 Renewals. Geonexus shall provide an invoice for
code for the Software; except that decompiling the renewal Fee at the then-current price at least
the Software is permitted solely to the extent sixty(60)days prior to the end of the current term.
the laws of Customer's jurisdiction give The applicable term will be renewed automatically
Customer the right to do so to obtain for subsequent one-year terms upon Customer
information necessary to render the Software payment of the applicable invoice.
interoperable with other software,provided that 4.4 Taxes. All applicable transaction taxes, including
Customer must first request this information sales and use taxes, value added taxes, privilege
from Geonexus and Geonexus may, in its sole taxes, and other transactional charges such as
discretion, either provide this information to duties, customs, tariffs, imposts, and government
Customer or impose reasonable conditions, imposed surcharges ("Transaction Taxes") will be
including a reasonable fee, on this use of the paid by Customer, and are not included in
Software to ensure that Geonexus proprietary Geonexus pricing. If Geonexus is required by law
rights in the Software are protected. to collect Transaction Taxes from Customer and
2.4.5 Unauthorized Distribution or Copying. remit them to a taxing authority, Geonexus will
Other than in accordance with this Agreement, separately state the Taxes on an invoice. Each
Customer shall not, and shall not knowingly Party is responsible for its own income taxes or
permit others to: (a) lease, license,sublicense, taxes based on gross revenues or gross receipts.
transfer, or assign any of its rights under this 4.5 Software Usage Audit. Upon Geonexus written
Agreement; (b) sell, rent, or distribute the request, Customer shall provide to Geonexus a
Software, including providing access to the signed certification (a)verifying the Software is
Software or using the Software to operate a being used in accordance with the terms of this
service bureau or on a timesharing basis;or(c) Agreement; and (b) listing the locations in which
use, copy, duplicate, or otherwise reproduce the Software is run, number of users, number of
any part of the Software or Documentation. CPUs, and any other information reasonably
Any breach of this Section 2.4.5 is a material requested by Geonexus. Geonexus may, at
breach of this Agreement that is incapable of Geonexus expense and not more than once
cure. annually,audit Customer's use of the Software and
2.4.6 Required Proprietary Notices. Customer compliance with this Agreement. The audit will be
shall ensure that each copy it makes of the conducted during business hours and will not
Software or Documentation contains the same unreasonably interfere with Customer's business
proprietary notices as provided to Customer. activities. Customer shall provide Geonexus or its
2.5 Reasonable Cooperation. Customer shall auditor with all reasonable information and
promptly provide to Geonexus all relevant facts in assistance (including copies of related software)
its possession upon becoming aware of a likelihood required to enable Geonexus to determine whether
of infringement or other illegal use or misuse by any Customer is in compliance with this Agreement. If
third party of the Software or any related intellectual the audit reveals that Customer has underpaid
property rights. Customer shall provide reasonable Fees to Geonexus, Customer will be invoiced for
cooperation in any related suits and actions, at the underpaid Fees based upon Geonexus' price
Geonexus request and expense. list at the time the Fees would have otherwise been
3 Technical Support. Geonexus shall provide incurred,together with interest at a rate of one and
Support and Upgrades in accordance with Exhibit one-half percent(1.5%)per month or partial month
B. until paid. If the audit reveals that Customer has
underpaid Fees totaling five percent(5%) or more
4 Fees. of the Fees due in any year, Customer shall
4.1 Prices. Customer shall pay the Fees for the reimburse Geonexus for all reasonable expenses
Software as referenced on Exhibit A. associated with the audit.
4.2 Payment Terms.All payments are due within thirty 5 Term and Termination.
(30)days after the Subscription Start Date. For all
amounts not paid when due,Customer shall pay an 5.1 Term. This Agreement commences on the
additional charge equal to one and one-half Effective Date and continues until the end of the
percent (1.5%) of these amounts per month or subscription term specified in Exhibit A, subject to
partial month until paid,except that these additional renewal pursuant to Section 4.3 and early
charges will not apply to unpaid amounts that termination pursuant to Section 5.2(the"Term").
Customer is disputing in good faith.Customer shall 5.2 Termination. Either Party may terminate this
also reimburse Geonexus for all expenses incurred Agreement for cause upon written notice if the
by Geonexus in exercising its rights under this other Party is in material breach of this Agreement
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and fails to correct the breach within thirty(30)days THE ONLY WARRANTIES PROVIDED TO
after written notice. CUSTOMER, THE SOFTWARE AND ANY
5.3 Effect of Termination. Upon termination of this SERVICES ARE PROVIDED "AS IS," AND
Agreement, all licenses granted to Customer will GEONEXUS MAKES NO ADDITIONAL
immediately terminate and Customer shall: (a) WARRANTIES, EXPRESS, IMPLIED, ARISING
immediately cease using the Software and FROM COURSE OF DEALING OR USAGE OF
Documentation; and (b) certify to Geonexus in TRADE, OR STATUTORY, AS TO ANY
writing within thirty(30) days after termination that SOFTWARE OR SERVICES, OR ANY MATTER
Customer has destroyed or returned to Geonexus WHATSOEVER. THE PARTIES DISCLAIM ALL
the Software and Documentation and all copies IMPLIED WARRANTIES, INCLUDING
remaining in Customer's possession or control. MERCHANTABILITY, FITNESS FOR A
This requirement applies to copies in all forms, PARTICULAR PURPOSE, SATISFACTORY
partial and complete, and whether or not modified QUALITY,TITLE,AND NON-INFRINGEMENT.
or merged into other materials. Termination of this 7.3 GEONEXUS DOES NOT WARRANT THAT THE
Agreement by either Party will not limit a Party from SOFTWARE OR ANY SERVICES WILL MEET
pursuing any other remedies available to it, ANY CUSTOMER REQUIREMENTS NOT
including injunctive relief, nor will termination SPECIFIED IN THIS AGREEMENT, THAT THE
release Customer from its obligation to pay all Fees SOFTWARE WILL OPERATE IN THE
that Customer has agreed to pay under this COMBINATIONS THAT CUSTOMER MAY
Agreement. The Parties' rights and obligations SELECT FOR USE, THAT THE OPERATION OF
under Sections 2.3.2, 2.4, 2.5, 4, 5, 6, 7, 8, 9, and THE SOFTWARE WILL BE UNINTERRUPTED
10 will survive termination of this Agreement. OR ERROR-FREE,OR THAT ALL ERRORS WILL
6 Warranties. BE CORRECTED. IF CUSTOMER REQUESTS
6.1 Limited Warranty. Geonexus warrants that each PRE-PRODUCTION (E.G., "ALPHA" OR "BETA")
unmodified copyof a Software RELEASES OF SOFTWARE, THESE COPIES
product will ARE PROVIDED "AS-IS" WITHOUT WARRANTY
substantially conform to Exhibit A and to the OF ANY KIND.
applicable Documentation at the time of delivery, 7.4 Except as may be done in accordance with Section
when operated in accordance with the applicable 10.14,no statement by any Geonexus employee or
user manuals. If Customer does not provide written agent, orally or in writing, will serve to create any
notice to Geonexus of a claim for breach under this warranty or obligation or to otherwise modify this
Section 6.1 within ninety (90) days after the Agreement.
Subscription Start Date with respect to a particular
Software product,then its right to make a claim will 8 LIMITATION OF LIABILITY.
terminate. The warranty under this Section 6.1 8.1 EXCEPT WITH REGARD TO CLAIMS BASED
does not apply to subsequently delivered copies of UPON CUSTOMER'S BREACH OF SECTION 2.4,
the same Software product after this period has NEITHER PARTY WILL BE LIABLE FOR ANY
passed for the first copy delivered to Customer. SPECIAL OR CONSEQUENTIAL DAMAGES
6.2 Remedies. For any breach of the warranty in (INCLUDING FOR ANY LOSS OF PROFITS,
Section 6.1,Geonexus shall exercise commercially SAVINGS, REVENUE, OR USE, DAMAGED OR
reasonable efforts to modify the Software so that LOST FILES OR DATA, OR BUSINESS
the applicable warranty is true and to deliver to INTERRUPTION) IN CONNECTION WITH THIS
Customer the modified Software, if any. If AGREEMENT, REGARDLESS OF THE CAUSE
Geonexus concludes this modification is OF ACTION OR CHARACTERIZATION OF THE
impracticable, then Geonexus will refund the Fees DAMAGES, EVEN IF THE PARTY SOUGHT TO
paid for the license of the nonconforming Software; BE HELD LIABLE HAS BEEN ADVISED OF THE
but Customer must first return to Geonexus all POSSIBILITY OF THESE DAMAGES.
copies of the applicable Software in Customer's GEONEXUS WILL NOT BE LIABLE FOR ANY
possession or control. This requirement applies to DAMAGES FOR THE COST OF PROCUREMENT
all copies in all forms, partial and complete, and OF SUBSTITUTE GOODS OR SERVICES, OR
whether or not modified or merged into other FOR AGGREGATE LIABILITY TO CUSTOMER
materials. RELATING TO THIS AGREEMENT,
7 Disclaimers. REGARDLESS OF THE CAUSE OF ACTION OR
7.1 The express remedies in Section 6 constitute CHARACTERIZATION OF THE DAMAGES,
EXCEEDING THE AMOUNT OF FEES PAID BY
Customer's exclusive remedies, and Geonexus' CUSTOMER UNDER THIS AGREEMENT
sole obligation and liability, for any claim: (a) that DURING THE ONE-YEAR PERIOD PRECEDING
any Software or other deliverable does not conform THE FIRST ACT GIVING RISE TO LIABILITY.
to specifications or is otherwise defective; or (b) NEITHER PARTY WILL BE LIABLE FOR ANY
that any services were performed improperly. LOSS OR DAMAGES BASED ON ACTIONS OR
7.2 EXCEPT FOR THE WARRANTIES IN SECTION OCCURRENCES THAT OCCURRED MORE
6.1, WHICH ARE LIMITED WARRANTIES AND THAN ONE YEAR BEFORE THE OTHER PARTY
3
PROVIDES NOTICE OF THE CLAIM. THESE for the license of that Software, prorated over a
LIMITATIONS OF LIABILITY ARE INDEPENDENT straight-line five-year period and (B) for a
OF ANY EXCLUSIVE REMEDIES FOR BREACH subscription, refund the applicable Fees paid for
OF WARRANTY, AND WILL SURVIVE AND the balance of the term; and (2) Customer shall
APPLY NOTWITHSTANDING THE FAILURE OF immediately deliver to Geonexus all copies of that
ESSENTIAL PURPOSE OF ANY SPECIFIED Software in Customer's possession or control.This
REMEDIES. requirement applies to all copies in all forms,partial
8.2 CUSTOMER ACKNOWLEDGES THAT THE and complete, and whether or not modified or
FEES CHARGED UNDER THIS AGREEMENT merged into other materials. Notwithstanding any
REFLECT THE OVERALL ALLOCATION OF RISK other provision of this Agreement, Geonexus will
BETWEEN THE PARTIES, INCLUDING BY not accept new orders for Software that is subject
MEANS OF THE LIMITATION OF LIABILITY AND to a claim of infringement.
EXCLUSIVE REMEDIES DESCRIBED IN THIS 9.2 GEONEXUS IP INDEMNITY LIMITATIONS. THE
AGREEMENT. THESE PROVISIONS FORM AN RIGHTS GRANTED TO CUSTOMER UNDER
ESSENTIAL BASIS OF THE BARGAIN SECTION 9.1 WILL BE CUSTOMER'S
BETWEEN THE PARTIES AND A EXCLUSIVE REMEDY AND GEONEXUS' SOLE
MODIFICATION OF THESE PROVISIONS OBLIGATION AND LIABILITY FOR ANY
WOULD AFFECT SUBSTANTIALLY THE FEES ALLEGED INFRINGEMENT OF A PATENT,
CHARGED BY GEONEXUS. IN COPYRIGHT, TRADEMARK, OR OTHER
CONSIDERATION OF THESE FEES, PROPRIETARY RIGHT, INCLUDING
CUSTOMER AGREES TO THIS ALLOCATION MISAPPROPRIATION OF A TRADE SECRET.
OF RISK AND HEREBY WAIVES ANY RIGHT, GEONEXUS HAS NO LIABILITY FOR ANY CLAIM
THROUGH EQUITABLE RELIEF OR OF INFRINGEMENT CAUSED BY:
OTHERWISE, TO SUBSEQUENTLY SEEK A (A) MODIFICATION OF THE SOFTWARE
MODIFICATION OF THESE PROVISIONS OR WITHOUT THE APPROVAL OF GEONEXUS;
ALLOCATION OF RISK. (B)ANY CUSTOMER OR THIRD-PARTY
APPLICATION OR OTHER TECHNOLOGY;
9 Indemnity. (C) USE OF THE SOFTWARE IN CONNECTION
9.1 Geonexus Intellectual Property Indemnity. OR IN COMBINATION WITH EQUIPMENT,
Geonexus shall: (a) defend or, at its sole option, DEVICES, OR SOFTWARE NOT PROVIDED BY
settle, at its own expense any suit, action, or GEONEXUS (BUT ONLY TO THE EXTENT THAT
proceeding brought against Customer by a third THE SOFTWARE ALONE WOULD NOT HAVE
party claiming that the Software infringes any INFRINGED); (D)COMPLIANCE WITH
United States patent issued or any copyright or CUSTOMER'S DESIGN REQUIREMENTS OR
trade secret arising under the laws of any SPECIFICATIONS; (E) USE OF SOFTWARE
jurisdiction (an "IP Action"); and (b) pay damages OTHER THAN AS PERMITTED UNDER THIS
finally awarded against Customer in the IP Action, AGREEMENT,OR IN A MANNER FOR WHICH IT
or those monetary damages agreed to by WAS NOT INTENDED; OR (F) USE OR
Geonexus and the claimant in a monetary DISTRIBUTION OF OTHER THAN THE MOST
settlement of the IP Action; provided that CURRENT RELEASE OR VERSION OF THE
Geonexus will be relieved of these obligations SOFTWARE (IF THE INFRINGEMENT WOULD
unless Customer: (c) gives Geonexus prompt HAVE BEEN PREVENTED BY THE USE OF THIS
written notice of the claim;(d)tenders to Geonexus RELEASE OR VERSION).
sole control of the defense or settlement of the IP 9.3 Customer Use Indemnity. Except with respect to
Action; and (e) cooperates with Geonexus in infringement of third-party rights for which
defending or settling the IP Action. If Geonexus Geonexus is obligated to indemnify under Section
receives notice of an allegation that any Software 9.1, Customer shall defend at its own expense any
infringes a third party's intellectual property rights, suit, action or proceeding brought against
or if Customer's use of any Software is enjoined as Geonexus by a third party based on any claim
a result of infringement, Geonexus may, at its sole arising in connection with Customer's use of the
option and expense: (i)procure for Customer the Software(a"Use Action"), and Customer shall pay
right to continue using the Software; (ii) modify the the damages incurred by Geonexus in the Use
Software so that it is no longer infringing; or (iii) Action,or those damages agreed to in a settlement
replace the Software with other Software of equal of the Use Action, and all reasonable attorney fees
or superior functional capability. If none of these and costs of litigation. Geonexus shall: (a) notify
actions are in Geonexus' determination Customer promptly in writing of the Use Action; (b)
commercially feasible,Geonexus will have the right tender to Customer sole control of the defense or
to terminate the license to that Software. If settlement of the Use Action at Customer's
Geonexus terminates a Software license as expense, provided, however, Customer may not
described above: (1) Geonexus shall (A) for a settle a Use Action in a manner that would have an
perpetual license, refund the applicable Fees paid adverse impact on the business of Geonexus
4
without receiving the prior written consent of 10.4 Intentionally Omitted.
Geonexus; and (c)cooperate and, at Customer's 10.5 Severability. If a provision of this Agreement is
expense, assist in the defense of the Use Action. held by a court of competent jurisdiction to be
Geonexus will have the right to participate at its illegal, unenforceable, or in conflict with any law of
own expense in any Use Action or related a federal,state, or local government,the validity of
settlement negotiations using counsel of its own the remaining provisions will remain in full force
choice.This indemnification shall not be construed and effect.
as a waiver of the Customer's sovereign immunity 10.6 Governing Law; Venue. This Agreement is
of the limitations of§768.28, Florida Statutes. The governed by the laws of the State of Florida,
value of this indemnification is limited to the lesser without regard to its conflict of laws principles.The
of the amount payable by Customer under the United Nations Convention on Contracts for the
substantive provisions of this Agreement, or the International Sale of Goods does not apply to this
limitations of §768.28, Florida Statutes. This Agreement. All litigation related to this Agreement
provision is not intended to nor shall be interpreted must be brought in a state or federal court located
as limiting or in any way affecting any defense in Pinellas County, Florida, as permitted by law,
Customer may have under§768.28, Florida except that Geonexus may elect to seek injunctive
Statutes or as consent to be sued by third parties. or similar relief in any court having jurisdiction over
10 General. Customer. Customer hereby consents to the
personal jurisdiction of these courts.
10.1 Export. Customer shall comply with all applicable 10.7 No Waiver. No failure to exercise, and no delay in
export laws and regulations of the United States of exercising, any right will operate as a waiver; nor
America,the European Union,Australia, and other will any single or partial exercise of a right preclude
countries ("Applicable Export Laws") and assure any further exercise of that right or the exercise of
that no Software is: (a) exported, directly or any other right. The waiver by a Party of a breach
indirectly, in violation of Applicable Export Laws;or of this Agreement will not constitute a waiver of any
(b)intended to be used for any purposes prohibited other breach.
by the Applicable Export Laws, including nuclear, 10.8 Remedies Cumulative. Each remedy of a Party is
chemical, or biological weapons proliferation. The cumulative with each other remedy contained in
Parties shall not take any actions that would cause this Agreement and with all other remedies
either Party to violate the U.S. Foreign Corrupt available to that Party at law, in equity, and
Practices Act or similar anti-corruption laws. otherwise, and no pursuit of any particular remedy
10.2 U.S. Government End Users. The Software and will constitute an exclusive election of any
Documentation qualify as "commercial items," as particular remedy.
that term is defined at Federal Acquisition 10.9 Assignment.Neither Party may assign or transfer,
Regulation("FAR")(48 C.F.R.)2.101,consisting of by merger, operation of law or otherwise, this
"commercial computer software" and "commercial Agreement or any right or duty under this
computer software documentation"as these terms Agreement to a third party without the other Party's
are used in FAR 12.212. Consistent with FAR prior written consent, except that. Geonexus may
12.212 and DoD FAR Supp. 227.7202-1 through transfer this Agreement, together with all of its
227.7202-4, and notwithstanding any other FAR or rights and duties under this Agreement, to a
other contractual clause to the contrary in any successor entity if Geonexus is acquired, whether
agreement into which this Agreement may be by equity or asset purchase, merger, corporate
incorporated, Customer may provide to a restructuring or reorganization, or the like. Any
government end user or,if this Agreement is direct, purported assignment or transfer in violation of this
a government end user will acquire, the Software Section is void.
and Documentation with only those rights specified 10.10 Independent Contractor; Use of
in this Agreement. Use of either the Software or Subcontractors. Geonexus is an independent
Documentation or both constitutes agreement by contractor and nothing in this Agreement or related
the government that the Software and to Geonexus performance will be construed to
Documentation are "commercial computer create a joint venture relationship between
software" and "commercial computer software Customer and Geonexus, or an employee
documentation,"and constitutes acceptance of the relationship between Customer and any Geonexus
rights and restrictions in this Agreement. employee or subcontractor. Geonexus may, in its
10.3 Notice.All notices under this Agreement, including discretion, utilize subcontractors to provide
notices of address change, must be in writing and services under this Agreement.
will be deemed given when sent by (a) registered 10.11 No Third-Party Beneficiaries. This Agreement is
mail, return receipt requested, or (b) a nationally an agreement between the Parties,and confers no
recognized overnight delivery service (such as rights upon any of the Parties' employees, agents,
Federal Express), to the President or General contractors, or customers, or upon any other
Counsel of the appropriate Party at the relevant person or entity.
address first listed above, or to a Party's address
as changed in accord with this Section.
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10.12 Construction of this Agreement. The word counterparts, each of which is an original, and all
"including" is not intended to be exclusive and of which together constitute only one agreement
means"including, but not limited to."The word"or" between the Parties. Delivery of an executed
is not intended to be exclusive unless the context counterpart by facsimile,electronic mail in portable
clearly requires otherwise. Each of the Parties and document format (.pdf), or by any other electronic
their counsel have carefully reviewed this means intended to preserve the original graphic
Agreement, and, accordingly, no rule of and pictorial appearance of a document, has the
construction to the effect that any ambiguities in same effect as delivery of an executed original of
this Agreement are to be construed against the this Agreement.
drafting Party will apply in the interpretation of this 10.18 Public Records. Geonexus will be required to
Agreement. comply with Section 119.0701, Florida Statutes,as
10.13 Force Majeure. Except with regard to any may be amended from time to time. IF
obligation to pay money, neither Party will be held GEONEXUS HAS QUESTIONS REGARDING
responsible for any delay or failure in performance THE APPLICATION OF CHAPTER 119, FLORIDA
caused by fire, flood, embargo, strike, labor STATUTES, TO GEONEXUS' DUTY TO
dispute, delay or failure of any subcontract, PROVIDE PUBLIC RECORDS RELATING TO
telecommunications failure or delay, act of THIS CONTRACT, CONTACT THE CUSTODIAN
sabotage,riot,accident,delay of carrier or supplier, OF PUBLIC RECORDS AT: 727-562-4092,
voluntary or mandatory compliance with any Rosemarie.CaIk myclearwater.com, 600
governmental act, regulation or request,act of God Cleveland Street,Suite 600,Clearwater, FL 33755.
or by public enemy,or any act or omission or other 10.19 E-Verify. Geonexus and its subcontractors shall
cause beyond that Party's reasonable control. If register with and use the E-Verify system to verify
any of these events does occur,the time to perform the work authorization status of all newly hired
an affected obligation will be extended by the employees. Geonexus will not enter into a contract
length of time the event continues. with any subcontractor unless each party to the
10.14 Entire Agreement. This Agreement together with contract registers with and uses the E-Verify
the Exhibits, which are hereby incorporated in this system. Subcontractor must provide Geonexus
Agreement, contain all the agreements, with an affidavit stating that subcontractor does not
representations, and understandings of the employ, contract with, or subcontract with an
Parties, and supersedes any previous unauthorized alien. Geonexus shall maintain a
understandings, commitments, representations or copy of such affidavit.Customer may terminate this
agreements, verbal or written, with respect to the Agreement on the good faith belief that Geonexus
subject matter of this Agreement. If there is any or its subcontractors knowingly violated Florida
inconsistency between a term of this Agreement Statutes 448.09(1) or 448.095(2)(c). If this
and a term on any exhibit, the term of this Agreement is terminated pursuant to Florida
Agreement will govern. By executing this Statute 448.095(2)(c), Geonexus may not be
Agreement, the Parties are terminating the awarded a public contract for at least 1 year after
GeoWorx Software License Agreement dated May the date this Agreement was terminated.
25, 2018, between Customer and Geonexus, and Geonexus is liable for any additional costs incurred
Customer will no longer have any rights to the by Customer as a result of the termination of this
Software under that agreement. Agreement. See Section 448.095, Florida Statutes
10.15 Modification. This Agreement may not be (2020).
modified or amended except in a written document
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.
10.16 Purchase Orders.Customer may,for purposes of
administrative convenience, use Customer's
standard form of purchase order to order Software.
Any terms or conditions on a purchase order in any
way different from or in addition to the terms and
conditions of this Agreement will have no effect and
Geonexus hereby rejects these terms and
conditions.
10.17 Counterparts; Electronic Copies. This
Agreement may be signed in one or more
6
GEONEXUS TECHNOLOGIES L.L.C.
Signature A
Name
William A. Heise
Title
President
Countersigned: CITY OF CLEARWATER
Frank Hibbard '1Ki . Maxwell
Mayor terim City Manager
Approved as to form: Attest:
(' � a :
Owen Kohler Rosemarie Call
Assistant City Attorney City Clerk 4.„1 _
ffr'4BLIS%ft
7
EXHIBIT A
Software
Model
Software Geonexus Integration Platform
License Type Annual or Multi-Year Subscription
Increase Data Volume Customers may increase the maximum record count by purchasing additional
record blocks (500,000 records)at any time.
The Geonexus Integration Platform is priced based on the total number of records, from each source system, that are
processed by the Software.The Software tracks the number of records processed each time it runs and provides the volume
details in a report. This provides Customer with transparency and understanding of the data volume processed. Geonexus
offers several subscription plans to choose from so that users have the flexibility to select a plan that fits the current need,
with the ability to upgrade or downgrade after the current subscription term. Software subscriptions include Software, online
Documentation, and Support for the Term.
Components
ti Descrip n
The Geonexus Platform addresses data integration, application
integration, and data quality, and includes a library of
prepackaged connectors to leading enterprise systems for true
Geonexus Integration Platform-Core "Plug-and-Play" integration. The software communicates with
edge systems via vendor-supported Application Programming
Interfaces(APIs)
Geonexus Integration Platform—Esri Connector Prepackaged connector to support integration with Esri ArcGIS
Geonexus Integration Platform—OUAF Connector Prepackaged connector to support integration with Oracle
Utilities Applications
GeoWorx Sync is an out-of-the-box solution that synchronizes
GeoWorx Sync data between Oracle WAM and an Esri ArcGIS geodatabase in
a loosely coupled model.
GeoWorx Office is an insertable widget available through the
Esri®ArcGIS Online platform. Using existing Esri map
GeoWorx Office visualization and geoprocessing capabilities, GeoWorx Office
provides a unified operating picture of infrastructure
assets/features, service requests and work orders throughout
the enterprise.
GeoWorx Sketch is a field-friendly map sketch/mark-up tool,
GeoWorx Sketch yet comprehensive redlining system used to enhance
communication and collaboration throughout the enterprise.
US Geonexus Integration Platform Pricing
Pricing does not include sales tax
Pricing increases by 3% per year for ECI
Starter= Essentials Professional Enterprise Enterprise Plus
Up to 1,000,000 records Up to 3,000,000 records Up to 5,000,000 records Up to 10,000,000 records Beyond 15M Records
US$20,412 US$46,170 US$68,040 US$87,480 Call Geonexus to speak
with a Sales
Representative about an
Annual Subscription Annual Subscription Annual Subscription Annual Subscription
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Additional Records Block Additional Records Block Additional Records Block Additional Records Enterprise License
Agreement(ELA)
of 500,000 of 500,000 of 500,000 Block of 500,000
US$10,206 US$7,695 US$6,804 US$4,374
Customer's Purchase:
Description Unit Qty. Total
36 Months Software Subscription, GeoWorx Sync/Geonexus Integration $138,510 1 $138,510.00
Platform, Essentials Package(supports synchronizing up to 3,000,000
records).Term 10/1/2021 to 9/30/2024. (Annual cost is$46,170)
36 Months Software Subscription, GeoWorx Office User License Cost.
Term 10/1/2021 to 9/30/2024. (Annual cost is$64.80/user) $194.40 227 $44,128.80
36 Months Software Subscription, GeoWorx Office Server License Cost. $32,394 1 $32,394.00
Term 10/1/2021 to 9/30/2024. (Annual cost is$10,798/server)
36 Months Software Subscription, GeoWorx Sketch User License Cost. $259.20 227 $58,838.40
Term 10/1/2021 to 9/30/2024. (Annual cost is$86.40/user)
36 Months Software Subscription, GeoWorx Sketch Server License Cost.
Term 10/1/2021 to 9/30/2024. (Annual cost is$4,320/server) $12,960 1 $12,960.00
Sales Tax if applicable
Total Due: $286,831.20
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EXHIBIT B
GEONEXUS INTEGRATION PLATFORM SUPPORT AND MAINTENANCE
Geonexus shall provide the support services described in 1.4 SEVERITY LEVELS. Customer shall initially assign
Section 1 below(the"Support")and Upgrades as described one of four Severity Levels to a Customer Request,
in Section 2 below. which may be subsequently changed by mutual
agreement between Geonexus and Customer.
1. SUPPORT Geonexus shall respond to the Customer Request
1.1 TYPES OF SUPPORT. Geonexus shall provide the based upon the Severity Level initially assigned by
following types of Support for the Software during the Customer.The Severity Levels are:
"Principal Period of Support", which is a nine-hour 1.4.1 Severity Level 1: An unplanned outage of the
contiguous daily time period between the hours of Software in which the system crashes, hangs,
8:00 AM and 5:00 PM, ET, Monday through Friday, loses data, or leaves the Software in a state that is
excluding Geonexus published holidays (see not operational.
Schedule 2). 1.4.2 Severity Level 2: The Software is up and running
1.1.1 Telephone/Email Support. Geonexus technical but a major area of core functionality (non-
staff shall attempt to answer questions and assist administrative) is unavailable, no workaround
Customer in resolving issues related to the exists, and a large percentage of users are
Software. impacted by the problem.
1.1.2 Remote Access Support.Geonexus shall access 1.4.3 Severity Level 3: The Software is operational,
the Software to perform remote diagnostics, major functional areas are available, and either(1)
verification, and/or correction of issues. an error occurred within one of the features but the
1.1.3 Additional Support. For other support related error does not prevent use of the essential
activities that are not covered above, Customer functionality; or (2) a slight operational error or
may purchase Additional Support for the Software inconvenience occurred that impacts a small
as described below in Section 4. percentage of users; or (3) a general degradation
1.2 REQUESTING SUPPORT. Customer may request in performance is experienced.
Support from Geonexus("Customer Request")during 1.4.4 Severity Level 4:A minor issue related to usability,
the Principal Period of Support.A Customer Request including text errors, screen or report alignment,
may be made in the following manner: incorrect colors, sorting errors on reports, etc.
1.2.1 Telephone: Customer Requests can be made to 1.5 RESPONSE TO CUSTOMER REQUESTS.
1-866-839-4993. Geonexus shall respond to Customer Requests as
1.2.2 E-mail: Customer Requests to support@geo- described below.
nexus.com. 1.5.1 Acknowledge: Geonexus shall acknowledge the
1.3 INFORMATION REQUIRED. Prior to making a Customer Request and log the request in its
Customer Request, Customer must gather Problem Reporting system.
information in sufficient detail to permit Geonexus to 1.5.2 Level of Effort: Geonexus shall address the
take appropriate action. Based upon the Severity Customer Request using a commercially
Level, Geonexus may begin investigation before a reasonable level of effort that is commensurate
complete notification is received provided Customer with the Severity Level.
promptly provides Geonexus with the applicable 1.5.3 Status: Geonexus shall provide the Customer with
information. Customer's Authorized Contacts status regarding the Customer Request based
(Schedule 1)must provide the following information: upon the Severity Level. For Severity Levels 1 and
• Customer Name 2, Geonexus shall provide both verbal and written
• Authorized Contact Name status.For Severity Levels 3 and 4,Geonexus shall
• Contact Phone Number provide either verbal or email status.
• Short Description of the Problem 1.5.4 Circumvention: Geonexus'first priority is to assist
• Severity Level (as defined below) Customer in getting the Software operational.This
• Full text and code number of any error may be accomplished through a correction,
messages adjustment, temporary solution, reasonable work
• When did the problem first occur'? around, or patch if possible ("Circumvention"). If
• Did this function/feature work prior to now? during the course of problem resolution one of
Did any events/changes occur during the these actions improves the condition of the
• timeframe in which the problem first occurred? problem,then the Severity Level will be changed to
• Is the problem reoccurring? reflect the current situation.
• What resolutions or troubleshooting steps have 1.5.5 Resolution: Issue"Resolution"means Geonexus
been tried and what were the results? has provided Customer with a New Version, New
Release, or Maintenance Patch that contains a fix
or written instructions that enable Customer to
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correct the issue. Customer acknowledges that Releases, to the Software or related documentation
New Versions, New Releases, or Maintenance that adds new functionality, or improve performance
Patches for third party Software must come from by changes in system design or coding. New
the applicable third party and that Geonexus does Versions will not include, however, any changes or
not control the timing. If a Resolution cannot be additions to Software that Geonexus does not make
accomplished in a timely manner and a temporary generally available to customers who are receiving
solution has been provided, Geonexus will then Support, which shall instead constitute a "New
provide a long-term action plan describing its Product."
approach to resolving the Customer Request. 2.5 Version.Release.Maintenance: is the numbering
1.5.6 Guidelines: During the Principle Period of scheme for the Software, for example: 2.5.10, with 2
Support, Geonexus will use the following non- being the "Version," 5 being the "Release," and 10
guaranteed guidelines to address Customer being the"Maintenance"number.
Requests. 3. SUPPORT FOR THIRD PARTY UPGRADES
&wef AcknowledgeStatus Cour yerntion 3.1 Third Party Maintenance Patches: Third party
vendors issue maintenance patches from time to time
8 hrs or for products with which the Software work(the"Third
1 2 hrs as 48 hrs Party Products"). These patches are intended to
mutually correct issues in the Third Party Products and should
agreed not impact the Software. Therefore, Geonexus does
not perform any evaluation or testing of these patches
16 hrs or in regards to the Software.
2 4 hrs as 96 hrs 3.2 Third Party New Releases: If Customer determines
mutually a need to update to a Third Party Product new
agreed release, it will notify Geonexus of its intentions
through a Customer Request. Geonexus shall then
3 8 hrs Upon N/A determine if an update to the Software is required.
Request Geonexus shall notify Customer of the need to update
or not. If Geonexus needs to update the Software, it
4 16 hrs Upon N/A shall do so within a commercially reasonable
Request timeframe based upon the scope of effort required.
3.3 Third Party New Versions: Geonexus may, at its
2. SOFTWARE MAINTENANCE AND UPGRADES sole discretion, provide updates to Software to
support new versions of applicable Third Party
2.1 Upgrades for Geonexus Software: Geonexus may Products. If Customer requests Geonexus to update
release Maintenance Patches, New Releases or New Software to support a Third Party Product new
Versions (each, as defined below) to correct issues, version, Customer shall pay Geonexus the applicable
add updates, make adjustments, or provide Additional Support fee and Travel Expenses
improvements as described below. If Customer associated with the update.
requests deployment assistance from Geonexus, 4. ADDITIONAL SUPPORT
Customer shall pay Geonexus the applicable 4.1 Description.Customer may have a need for support
Additional Support fee and Travel Expenses that is not described above ("Additional Support").
associated with the deployment. This includes but is not limited to:
2.2 Maintenance Patches: Geonexus may determine it
is necessary to make modifications to the Software or 1. On-site support
related documentation that correct errors or 2. Deployment assistance for Maintenance
deficiencies or are identified by Geonexus as Patches, New Releases and New Versions
mandatory changes to the Software. 3. Updates to support New Versions of Third
Party Products
2.3 New Releases: From time to time, as Geonexus 4. Customer data issues, configuration
sees fit, Geonexus may make changes or additions, issues, network/infrastructure issues, and
other than Maintenance Patches or New Versions, to connections to third party systems
the Software or related documentation to support the 5. Developer support for Customer
systems with which the Software is designed to 6. Enhancement requests associated with
operate, to improve existing functions and Software
performance, to provide other updates, or are 7. Support outside of the Principal Period of
identified by Geonexus as mandatory changes to the Support
Software. 8. Training
2.4 New Versions: From time to time,as Geonexus sees 4.2 Time and Material Support: Additional Support will
fit, Geonexus may make significant changes or be available to the Customer on an hourly time-and-
additions, other than Maintenance Patches or New material basis, provided in one (1) hour minimum
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increments.Customer will be invoiced monthly for the 7.4 Support and Upgrades are contingent upon the use
Additional Support at the applicable Time and of unmodified Software, unless modifications were
Material rates. approved by Geonexus, operated in accordance with
5. TRAVEL EXPENSES Geonexus documentation. Support specifically
excludes the following: (1)Support to a version of the
Customer approved travel and living expenses associated
Software other than the current or immediate prior
with providing Support, Upgrades or Additional Support
("Travel Expenses") will be invoiced separately on a release;(2)efforts to restore a release of the Software
monthly basis as travel expenses are incurred. beyond the current or immediate prior release; (3)
efforts to restore Customer's data.
6. CUSTOMER RESPONSIBILITIES 7.5 Support for third party products is not included under
this Exhibit.
Customer shall:
7.6 Any Upgrades to third party products are provided by
6.1 Identify three (3) authorized contact personnel, the applicable third party licensor.
including a primary contact, for the purposes of 7.7 Unless purchased as Additional Support, Geonexus
receiving services under this Exhibit (see Schedule is not responsible for the installation and testing of
1). Customer may change these authorized contacts New Versions, New Releases, or Maintenance
by providing Geonexus written notice of the change. Patches.
Geonexus will direct all official communications to the 7.8 Customer may reinstate lapsed Support (within 12
primary contact. months), provided Geonexus continues to Support
6.2 Provide Geonexus reasonable access to the the applicable Software, by paying 125% of all
Software to perform Support including remote access Support fees then in arrears. Customer may exercise
(via Internet,VPN, etc.)to perform remote Support. its right to reinstate lapsed Support no more than
6.3 Commit resources in a timely manner that are once without the written agreement of Geonexus.
knowledgeable with the Software and related third
party products (including databases, operating
systems, networks,computers,and other equipment)
to assist Geonexus while providing services
hereunder.
6.4 Be responsible for installation, testing, and
deployment of New Versions, New Releases, and
Maintenance Patches in Customer's development,
test, and production environments.
6.5 Be responsible for charges incurred for
communication facilities at the Customer's facilities,
whether incurred by the Customer or by Geonexus
representatives while performing services.
6.6 Be responsible for regular administration and
maintenance of the Software, by a System
Administrator trained in the operating system,
database administration, and third party tools and
applications purchased by Customer.
6.7 Perform all back-ups and ensure their accuracy.
6.8 Maintain up-to-date support contracts for all third
party applications and hardware related to the
Software.
7. SUPPORT LIMITATIONS
7.1 Geonexus obligations under this Exhibit apply to the
Customer only. Geonexus has no obligation to
provide any Support or other services to Customer's
customers, agents, or vendors.
7.2 Customer acknowledges that Geonexus does not
provide help desk or similar services to Customer's
end users.
7.3 This Exhibit does not obligate Geonexus to provide
on-site services, except to the extent that Geonexus
believes on-site Support is necessary for it to fulfill its
obligations under this Exhibit.
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Schedule 1 to Exhibit B
Authorized Customer Contact Information
Primary tact Person
Name: Title:
Phone Number: Cell Number:
E-mail address:
Anxiikiry Contact Person
Name: Title:
Phone Number: Cell Number:
E-mail address:
Auxiliary Contact Person
Name: Title:
Phone Number: Cell Number:
E-mail address:
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Schedule 2 to Exhibit B
Geonexus Published Holidays
New Year's Day
President's Day
Memorial Day
Independence Day
Labor Day
Thanksgiving, and the day after
Christmas Eve and Christmas Day
110357.000036 4827-7355-9283.1
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