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HomeMy WebLinkAbout17-176 - CentralSquare (formerly Lucity) - Computerized Maintenance Management SystemDocuSign Envelope ID: EC84F75A-2E55-427A-B017-86C427CD6E2D Nigoi i0 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Agreement Number: 17-176(a) Council Approval CONTRACT FOR SERVICES Amendment # 1 Between the City of Tukwila and CentralSquare Technologies, LLC Recitals WHEREAS, on October 4, 2017, the City of Tukwila and Lucity, Inc entered into Contract No. 17-176 for software license and professional services; and WHEREAS, on January 3, 2021, the City received notification that CentralSquare Technologies, LLC had undertaken an internal reorganization and consolidated its subsidiaries, resulting in Lucity, Inc to be reorganized as Tritech Software Systems (see Attachment A); and WHEREAS, on June 16, 2021, the City was provided with a quote for services to configure Asset and Work management for Fleet services, requiring an increase of the total amount of compensation to be paid under Contract No. 17-176 by $16,900; and WHEREAS, the parties desire to amend Contract No. 17-176 as established herein. NOW, THEREFORE, in consideration of the mutual benefits, and other valuable consideration received, the receipt and sufficiency which is acknowledged, the parties do agree as follows: Terms Section 1. All references of Lucity, LLC in Contract No. 17-176 are hereby changed to CentralSquare Technologies, LLC. Section 2. Exhibit E of Contract No. 17-176 is hereby repealed and replaced with a new Exhibit E, attached as Attachment B, and incorporated herein by this reference. Section 3. Except as expressly provided herein, all terms and conditions of Contract NO. 17-176 shall remain unchanged and in full force and effect. {EFM2494583.DOC;1 / 13175.000001 / } CA Reviewed May 2020 Page 1 of 4 DocuSign Envelope ID: EC84F75A-2E55-427A-B017-86C427CD6E2D City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Agreement Number: 17-176(a) This Agreement is effective as of the latest date this Agreement is fully executed by both parties. CITY OF TUKWILA CONTRACTOR HP Key: ,157,310,1,2f2,277,17e,135,72,tle12,1 Allan Ekberg, Mayor Dated: 12/15/2021 DocuSigned by: 5kor 7B7FDDC48DCF450.. Printed Name: Amir s; dd; q; Dated: 11/17/2021 ATTEST/AUTHENTICATED APPROVED AS TO FORM Key: G09251,3,1 f,110,71,195b9.001,10tlfbc c Christy O'Flaherty, MMC, City Clerk Office of the City Attorney 1EFM2494583.DOC;1 /13175.000001 / } CA Reviewed May 2020 Page 2 of 4 DocuSign Envelope ID: EC84F75A-2E55-427A-B017-86C427CD6E2D Nigoi City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Attachment A Agreement Number: 17-176(a) [insert letter from CentralSquare regarding reorganization] {EFM2494583.DOC; I / 13175.000001 / } CA Reviewed May 2020 Page 3 of 4 DocuSign Envelope ID: EC84F75A-2E55-427A-B017-86C427CD6E2D Or 'IN CENTRALSQUARE January 3, 2020 Re: Reorganization of CentralSquare To Whom It May Concern: This letter is being provided to inform you that CentralSquare Technologies, LLC ("CentralSquare") has undertaken an internal reorganization in an effort to simplify the structure of legal entities following the combination of the TriTech, Superion, and Aptean public sector and healthcare businesses in 2018. As part of the reorganization, Lucity Inc. has been consolidated as of December 31, 2019, and as a result, the assets, liabilities and obligations of Lucity Inc., including all agreements and contracts, now reside with Tritech Software Systems. There was no corresponding change in the ultimate ownership of the CentralSquare business, and unless you were previously contacted, the transactions described above will not otherwise affect your underlying contractual relationship. Because the specific terms of the reorganization are private and confidential, no further documentation regarding the individual transactions referenced above can be provided. However, if you have any questions about any of the transactions described above, please feel to reach out to Michael Drywa of CentralSquare Technologies at (407) 304-3256 or Michael.Drywa@CentralSquare.com. Sincerely, CentralSquare Technologies �DocuSigned by: V6 Ot I By: ` O13A8BA2B6A€4*8... Name: Todd Dooley Title: CFO a:p uud.���p ndp V ra ppdacty MORE INFORMATION AT CENTRALSQUARE.COM DocuSign Envelope ID: EC84F75A-2E55-427A-B017-86C427CD6E2D Nigoi City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Attachment B [attach new Exhibit E] Agreement Number: 17-176(a) {EFM2494583.DOC; I / 13175.000001 / } CA Reviewed May 2020 Page 4 of 4 DocuSign Envelope ID: EC84F75A-2E55-427A-B017-86C427CD6E2D CENTRALSQUARE Quote #: Q-41186 Quote expires on: June 16, 2021 IVV11114101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101101061 Quote prepared on: March 31, 2021 Quote prepared by: Jakea Simons jakea.simons@centralsquare.com Quote prepared for: Tami Harris City of Tukwila 6300 Southcenter Blvd, Suite 100 Tukwila, WA 98188 206.402.9888 Thank you for your interest in CentralSquare. CentralSquare provides software that powers over 8,000 communities. More about our products can be found at r r„Egnir ill„b„g,u,dgr;,,„, . m. WHAT SERVICES ARE INCLUDED? DESCRIPTION Public Administration Consulting Services - As Incurred Public Administration Training Services - As Incurred Public Administration Project Management Services - As Incurred Public Administration Technical Services - As Incurred Public Administration Data Conversion Services - As Incurred QUOTE SUMMARY WHAT ARE THE RECURRING FEES? TYPE FIRST YEAR MAINTENANCE TOTAL FIRST YEAR SUBSCRIPTION TOTAL MORE INFORMATION AT CENTRALSQUARE.COM Services Total TOTAL 3,600.00 3,420.00 2,880.00 4,140.00 2,880.00 16,920.00 USD Services Subtotal 16,920.00 USD Quote Total 16,920.00 USD AMOUNT $0.00 $0.00 DocuSign Envelope ID: EC84F75A-2E55-427A-B017-86C427CD6E2D CENTRALSQUARE Quote prepared on: March 31, 2021 Quote prepared by: Jakea Simons jakea.simons@centralsquare.com The amount totals for Maintenance and/or Subscription on this quote include only the first year of software use and maintenance. Renewal invoices will include this total plus any applicable uplift amount as outlined in the relevant purchase agreement. BILLING INFORMATION Fees will be payable within 30 days of invoicing. Please note that the Unit Price shown above has been rounded to the nearest two decimal places for display purposes only. The actual price may include as many as five decimal places. For example, an actual price of $21.37656 will be shown as a Unit Price of $21.38. The Total for this quote has been calculated using the actual prices for the product and/or service, rather than the Unit Price displayed above. Prices shown do not include any taxes that may apply. Any such taxes are the responsibility of Customer. This is not an invoice. For customers based in the United States or Canada, any applicable taxes will be determined based on the laws and regulations of the taxing authority(ies) governing the "Ship To" location provided by Customer on the Quote Form. PAYMENT TERMS License Fees & Annual Subscriptions - 100% Due Upon Contract Execution Contract Startup - 100% Due Upon Contract Execution Hardware & Third -Party Software - 100% Due Upon Contract Execution Services - Fixed Fee: 100% Due Upon Completion - Time & Material: Due as Incurred Third -Party Services - Fixed Fee: 50% Due Upon Contract Execution; 50% Due Upon Completion Travel & Living Expenses - Due as Incurred MORE INFORMATION AT CENTRALSQUARE.COM DocuSign Envelope ID: EC84F75A-2E55-427A-B017-86C427CD6E2D CENTRALSQUARE PURCHASE ORDER INFORMATION Quote prepared on: March 31, 2021 Quote prepared by: Jakea Simons jakea.simons@centralsquare.com Is a Purchase Order (PO) required for the purchase or payment of the products on this Quote Form? (Customer to complete) Yes[ ] No V] Customer's purchase order terms will be governed by the parties' existing mutually executed agreement, or in the absence of such, are void and will have no legal effect. PO Number: Initials: MORE INFORMATION AT CENTRALSQUARE.COM City of Tukwila /a, a/tez v 6, tea. Signature: Name: Tami Harris 04/07/21 Date: TIS Project Analyst Title: DocuSign Envelope ID: EC84F75A-2E55-427A-B017-86C427CD6E2D CENTRA TECHNOLOGIES Tukwila, WA #41186 Details Attachment A Quote Number: 2021-41186 Tukwila, WA - Add'l EAM Fleet /Software Request 2021-41186 Description Request to Implement EAM Fleet Module for the City of Tukwila WA. Purpose of this quote is to include Fleet Management for their agency so they may able to utilize this module to its full capabilities. Quote Includes: ✓ Public Administration: Prof-Scvs: Consulting- (Remote): 20/Hrs. @ 180 per hr. Billed as Incurred ✓ Public Administration: Prof-Scvs: Training- (Remote): 19/Hrs. @ 180 per hr. Billed as Incurred ✓ Public Administration: Prof-Scvs: Technical Services- (Remote): 23/Hrs. @ 180 per hr. Billed as Incurred ✓ Public Administration: Prof-Scvs: Data Conversion Services- (Remote): 18/Hrs. @ 180 per hr. Billed as Incurred ✓ Public Administration: Prof-Scvs: Project Management Services- (Remote): 16/Hrs. @ 180 per hr. Billed as Incurred Services and Personnel will be able to be scheduled upon receipt of signed quote. Additional hrs. may be required based on set-up IF item is promoted to Funded Development — Quote will need to be revised, and FDI created. Visit us at central q - coom DocuSign Envelope ID: EC84F75A-2E55-427A-B017-86C427CD6E2D Any requested modifications made during Training/Consulting and/or Development Reports must be tested within 30 days. Any requested changes beyond the 30 day period, may require an additional quote. Note for Central Square Consulting As per conversation with client, client indicated that they are aware of how to use application, however this implementation is for particular Department, and would like to do some of the heavy lifting as well in presenting how they wish for this application will work for the team. Client requested more training verses consulting as they already know how to do some of these items, and per discussion, items indicated can be hours can be for this project. Additional Details Visit us at central cir corn 17-176 4L Contract Approval 10/2/17 SOFTWARE LICENSE AND PROFESSIONAL SERVICES AGREEMENT ARTICLES OF AGREEMENT This Agreement between CITY OF TUKWILA, WA, as "CLIENT", and LUCITY, INC., as "CONTRACTOR". WITNESSETH: Whereas, the CONTRACTOR (a Kansas Corporation with offices located at 10561 Barkley, Suite 100, Overland Park, KS 66212) owns certain software programs that are licensed under individual program titles which are known collectively as "LucityTM Software"; and Whereas, the CLIENT (located at 6200 Southcenter Blvd. Tukwila, WA 98188) would like to use, and the CONTRACTOR would like to grant the CLIENT the right to use, those software programs accessing databases residing at the CLIENT's site, while protecting the copyrights, trade secrets, confidential information, and other valuable intellectual property they contain; and Whereas, the CLIENT is authorized and empowered to contract with the CONTRACTOR to provide professional services as hereinafter described; and Whereas, the CONTRACTOR is registered in accordance with the laws of the State of Kansas, and is qualified to provide the professional services desired by the CLIENT; now, therefore, IT IS AGREED THAT: SECTION I — SOFTWARE LICENSE The CONTRACTOR agrees to furnish various Lucity software programs, and grant the CLIENT a license to use these programs, in consideration of the mutual covenants and obligations expressed in the LucityTM Software License Agreement attached as Exhibit "A". These programs shall consist of the items listed in the Schedule of Software attached as Exhibit "B". SECTION II — SCOPE OF SERVICES The basic Scope of Services for the supply, implementation, support and maintenance of a COMPUTERIZED MAINTENANCE MANAGEMENT SYSTEM, herein referred to as "PROJECT", is as follows: 1. The CONTRACTOR agrees to furnish and perform various professional services related to on-going software technical support and maintenance items outlined in the Software Support and Maintenance Provisions attached as Exhibit "C". 2. The CONTRACTOR agrees to furnish and perform various professional services related to the items outlined in the Scope of Implementation Services attached as Exhibit "D". (30‘j ‘2,1 ai6/AM-e-S Page 1 of 5 • SOFTWARE LICENSE AND PROFESSIONAL SERVICES AGREEMENT Any items beyond the basic Scope of Services shall be considered as Additional Services. If authorized in writing by CLIENT, CONTRACTOR shall furnish, or obtain from others, services resulting from significant changes in the basic Scope of Services. The cost to perform Additional Services shall be based on the rates outlined in the Schedule of Costs and Invoicing attached as Exhibit "E". SECTION I11— RESPONSIBILITIES OF THE CLIENT The CLIENT shall provide information and assistance as follows: 1. Assist CONTRACTOR by placing at their disposal all available information pertinent to the PROJECT including data, standards, specifications, processes, workflows, and reports relative to the CONTRACTOR'S services. 2. Give prompt written notice to CONTRACTOR whenever CLIENT observes or otherwise becomes aware of any development that affects the Scope or timing of CONTRACTOR'S Services. 3. Bear all costs incident to compliance with the requirements of this Section III. SECTION IV — SCHEDULE OF SERVICES It is anticipated that the PROJECT as described in Section II will be completed and submitted to the CLIENT in accordance with the estimated schedule for major work items as shown on Exhibit "D". The work items described shall be carried out as expeditiously as possible. The CONTRACTOR shall not be liable to the CLIENT, if delayed in, or prevented from performing the work as specified herein through any cause beyond the control of the CONTRACTOR, and not caused by his own fault or negligence including acts of nature or the public enemy, inclement weather conditions, acts, regulations, or decisions of the Government or regulatory authorities after the effective date of this Agreement, fires, floods, epidemics, strikes, jurisdictional disputes, lockouts, and freight embargoes. SECTION V — FEES AND PAYMENTS The CLIENT shall compensate the CONTRACTOR for the Scope of Services as described in Section II of this Agreement in an amount not exceeding the total cost as shown on Exhibit "E". The maximum compensation shall not be exceeded without further authorization of Additional Services. Labor costs, costs associated with subcontract work, bonding costs, and direct expenses such as shipping, printing, telephone and commercial computer software are included in the maximum compensation. Page 2 of 5 SOFTWARE LICENSE AND PROFESSIONAL SERVICES AGREEMENT Payment to the CONTRACTOR shall be made in accordance with the estimated schedule of billings for work items as shown on Exhibit "E". Invoices shall be due and payable to the CONTRACTOR within thirty (30) days of each billing. Once this Agreement expires, or final payment has been requested and made, the CONTRACTOR shall have no more than thirty (30) days to present or file claims against the CLIENT concerning this Agreement. After that period, the CLIENT shall consider the CONTRACTOR to have waived any right to claims against the CLIENT concerning this Agreement. The Fees and Payment provisions for the PROJECT, applicable to the Lucity software program licenses, provided in this Section V, supersede the License Fee payment provisions provided in Section 6(a) of Exhibit "A". SECTION VI — OTHER GOVERNMENT/PUBLICLY FUNDED AGENCIES If mutually agreeable to all parties, the issuance of any resulting contract/purchase order referencing these specifications and modified by mutual agreement between all parties may be extended to other government or publicly funded agencies. It shall be understood that all terms and conditions as specified herein shall apply. SECTION VII — TERMINATION A. The obligation to provide further services under this Agreement may be terminated by either party upon seven (7) days' written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. B. In the event of termination by the CLIENT, the CONTRACTOR shall be paid for all services rendered up to and including the date of termination. C. In the event that the CLIENT, for any reason, decides not to proceed with the PROJECT, this Agreement shall then be considered terminated; the CONTRACTOR shall be entitled to payment as described herein for all services provided under this Agreement. In such event, the CLIENT shall promptly notify the CONTRACTOR in writing of its decision not to proceed with the PROJECT so that the CONTRACTOR can reassign his personnel and revise work schedules as may be required. The Termination provisions for the PROJECT provided in this Section VII are applicable to the Scope of Services as described in Section II of this Agreement. The Term and Termination provisions provided in Section 12 of Exhibit "A" are applicable to the LucityTM software program licenses. SECTION VIII — INDEMNIFICATION The CONTRACTOR shall defend, indemnify and hold harmless the CLIENT, its officers, officials, employees and volunteers, from any and all liability, loss or damage the CLIENT may suffer arising out of this Agreement. Page 3of5 SOFTWARE LICENSE AND PROFESSIONAL SERVICES AGREEMENT The Indemnification provisions for the PROJECT provided in this Section VIII are applicable to the Scope of Services referenced in Section II. The Limitations of Liability provisions provided in Section 11 of Exhibit "A" are applicable to the LucityTM software program licenses. SECTION IX — GENERAL CONSIDERATIONS And, finally it is agreed that: A. All services shall be under the direction of qualified personnel. B. The Scope of Services covered by this Agreement shall be subject to modification and supplementation upon the written agreement of the duly authorized representatives of the contracting parties. Modification of the terms of this Agreement may be made that would modify the maximum fees stated in the Agreement when mutually agreed by and between the CONTRACTOR and the CLIENT, and shall be incorporated in written amendments to this Agreement. The CONTRACTOR shall have no obligation to perform services in connection with a change in the Scope of Services unless the cost thereof shall be agreed to under this paragraph. C. The CONTRACTOR reserves the right to renegotiate this Agreement if this agreement is not signed by the CLIENT within ninety (90) days after submittal. D. The following Exhibits are attached to and made a part of this Agreement: Exhibit "A" - LucityTM Software License Agreement Exhibit "B" - Schedule of Software Exhibit "C" - Software Support and Maintenance Provisions Exhibit "D" - Scope of Implementation Services Exhibit "E" - Schedule of Costs and Invoicing Exhibit "F" - Constant Connection Program E. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. F. The CONTRACTOR shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the CLIENT. G. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the CLIENT and the CONTRACTOR and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. H. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. Page 4 of 5 SOFTWARE LICENSE AND PROFESSIONAL SERVICES AGREEMENT IN WITNESS WHEREOF, the CLIENT and CONTRACTOR, by their authorized representatives, have hereunto subscribed their names this i-rM day of OC.. -+01 , 2017. Executed in duplicate with copies to the CLIENT and CONTRACTOR. LUCITY, INC. By: Title: Attest: By: Title: Vice President & Chief Operating Officer /C1J4454C1> f -y, .�ec� •�� L /' t 2. e1 CITY OF TUKW By:• Title: 1'Yl w0 cow By: .�s Title: Io "1-11 Page 5 of 5 EXHIBIT "A" LucityTM Software License Agreement IMPORTANT — READ CAREFULLY BEFORE INSTALLATION This software is subject to acceptance of the LucityTM Software License Agreement. Lucity, Inc. (Lucity) is willing to license this software to you only upon the condition that you accept all of the terms and conditions contained in the LucityTM Software License Agreement and any stated Special Provisions. THIS AGREEMENT ("Agreement") is between Lucity, Inc., a Kansas corporation with its principal place of business at 10561 Barkley, Suite 100, Overland Park, KS 66212 ("Lucity"), and Licensee with its software programs accessing databases residing at Licensed Site. RECITALS WHEREAS, Lucity owns certain software programs that are licensed under individual product titles which are known collectively as "LucityTM software"; WHEREAS, Licensee would like to use, and Lucity would like to grant Licensee the right to use, those software products, while protecting the copyrights, trade secrets, confidential information, and other valuable intellectual property they contain. Now, THEREFORE, Lucity and Licensee agree as follows: 1. DEFINITIONS. "Program(s)" means the object code versions of the computer software products, databases, and related documentation. "Users" means (i) the specified number of persons permitted to access all Programs (i.e. Named Users), (ii) the specified maximum number of persons permitted to access a Program (i.e. Seats), or (iii) the specified number of computer hardware devices permitted to provide access to a Program (i.e. Installs). "Clients" means the number of individual database setups that can be accessed by a Program. "Licensed Site" means the location at which the Licensee will be permitted to store the databases used by the Program(s). "Effective Date" means the date of receipt of Licensee's purchase order citing this Agreement. 2. LICENSE GRANT. (a) License. Subject to the terms and conditions of this Agreement, Lucity grants Licensee a fee -bearing nonexclusive license to use the object code versions of the Program(s) for its internal purposes during the term of this Agreement; provided, however, that (i) the number of Users of each Program shall not exceed the permitted number of persons or devices for each such Program, (ii) the number of individual database setups that can be accessed by each Program shall not exceed the number of Clients for each such Program, and (iii) the location at which the databases accessed by the Program(s) reside shall be the Licensed Site designated herein. (b) Copying. Licensee may make only as many copies of each Program as are necessary for Licensee to utilize the total Users for each such Program. (c) Future Licenses. Lucity and Licensee may, by mutual agreement, include future licenses of the Program(s) under this Agreement by exchanging documents (i.e., a purchase order from Licensee and acknowledgment from Lucity) referencing this Agreement and the Program(s) to be licensed. Such future Program(s) shall be included as Program(s) under this Agreement. The parties agree that such purchase orders and acknowledgments shall have no effect on the terms and conditions of this Agreement, under which such Program(s) are licensed. (d) Limited Grant. Except as expressly provided in this Section 2, Lucity grants and Licensee receives no right, title or interest in or to the Programs or any other deliverables provided by Lucity in connection with this Agreement and Lucity reserves and retains all such right, title, and interest. (e) Disaster Recovery and Testing. The Licensee is permitted to install the Programs at its internal disaster recovery site and to store copies of the databases used by the Programs for the purposes of testing its disaster recovery plan. The Licensee is also permitted to install the Programs in a testing environment at its Licensed Site and to store copies of the databases used by the Programs for the purposes of testing future releases and training users. 3. LICENSE RESTRICTIONS. (a) No Reverse Engineering. Licensee agrees not to disassemble, decompile, reverse analyze, or reverse engineer the Program(s). (b) No Modification. Licensee agrees not to modify the Program(s) without the written consent of Lucity. (c) No Copying. Licensee agrees not to copy the Program(s), in whole or in part, except for a reasonable number of back-up copies and copies for disaster recovery and testing purposes, and as may be necessary to utilize the total Users for a given Program. (d) No Third Party Use. Licensee will not use the Program(s) in any manner to provide computer services to third parties. (e) Training. Licensee will not use the Program(s) until its personnel have received sufficient training in the configuration and use of the Program(s) to generate accurate data from the operation of the Program(s). 4. PROPRIETARY RIGHTS. (a) Lucity's Property. The Program(s), in whole and in part and all copies thereof, are and will remain the sole and exclusive property of Lucity. (b) Licensee's Property. Any and all information provided by Licensee, as well as any and all information generated by Licensee's use of the Programs (specifically excluding Program code), shall remain the sole and exclusive property of Licensee. (c) Proprietary Notices. Licensee will not delete or alter any copyright, trademark, and other proprietary rights notices of Lucity and its licensors appearing on the Program(s). Licensee agrees to reproduce such notices on all copies it makes of the Program(s). 5. DELIVERY. Lucity will deliver license codes for the Program(s), which provide for downloading of installation components by Licensee, to Licensee within a reasonable time of execution of this Agreement by both parties. 6. FEES AND TAXES. (a) License Fee — Named Products Licensing. As consideration for the rights granted to Licensee under the Agreement set forth in Section 2 of this Agreement, Licensee shall remit payment to Lucity the License Fee within thirty (30) days of the delivery of license codes for the Program(s). Late payments will be subject to a late fee of one and one-half percent (1-1/2%) per month or the maximum rate permitted by applicable law, whichever is less. Lucity may publish revised fee schedules from time to time, and any fees for future licenses for the Program(s) included under this Agreement shall be determined by Lucity's then -current fee schedule. (b) Annual Fee — Named Users Licensing. As consideration for the rights granted to Licensee under the Agreement set forth in Section 2 of this Agreement, Licensee shall remit payment to Lucity (i) the appropriate Annual Fee within thirty (30) days of the Effective Date, and (ii) the appropriate Annual Fee within thirty (30) days of anniversary of the Effective Date for each renewal period. Late payments will be subject to a late fee of one and one-half percent (1-1/2%) per month or the maximum rate permitted by applicable law, whichever is less. Lucity may publish revised fee schedules from time to time, and any fees for renewal periods for the Program(s) included under this Agreement shall be determined by Lucity's then -current fee schedule. (c) Taxes. Fees due under this Agreement do not include any taxes. Licensee will be responsible for, and will promptly pay, all taxes of whatever nature (including but not limited to sales and use taxes) resulting from or otherwise associated with this Agreement or Licensee's receipt or use of the Program(s), except income taxes based on Lucity's income. In lieu of payment of such taxes, Licensee shall provide Lucity with proof of Licensee's tax exempt status. 7. WARRANTIES. (a) Warranty. Lucity warrants that during twelve (12) months following the delivery of the license codes for the Program(s): (i) the Program(s) will be capable of performing in the manner described in all the documentation in all material respects; and (ii) the installation components of the Program(s) will be free from defects in materials and workmanship. (b) Exclusive Remedy. In the event that the Program(s) or installation components fail to conform to such warranty, as Licensee's sole and exclusive remedy for such failure Lucity will, at its option and without charge to Licensee, repair or replace the Program(s) or installation components or refund to Licensee the License Fee paid, provided that the nonconforming item is returned to Lucity within the 12 -month warranty period. (c) Disclaimer. The Warranties provided in this Section are in lieu of all other warranties, express and implied, including but not limited to any implied warranties of Merchantability, and Fitness for a Particular Purpose. 8. INDEMNITY. (a) Duty to Indemnify and Defend. (i) Lucity will defend or settle at Lucity's own expense, any action or other proceeding brought against Licensee to the extent that it is based on a claim that the use of the Program(s) as licensed in this Agreement infringes any U.S. copyright or that the Program(s) incorporates any misappropriated trade secrets. (ii) Lucity will pay any and all costs, damages, and expenses (including but not limited to reasonable attorneys' fees) Licensee becomes obligated to pay in any such action or proceeding attributable to any such claim. (iii) Lucity will have no obligation under this Section as to any action, proceeding, or claim unless: (A) Lucity is notified of it promptly; (B) Page 1 of 2 EXHIBIT "A" LucityT"I Software License Agreement Lucity has primary control of its defense and settlement; and (C) Licensee provides Lucity with reasonable assistance in its defense and settlement. (b) Iniunctions. If Licensee's use of any Program(s) under the terms of this Agreement is, or in Lucity's opinion is likely to be, enjoined due to the type of infringement or misappropriation specified in Section 8(a)(i), then Lucity may, at its sole option and expense, either: (i) procure for Licensee the right to continue using such Program(s) under the terms of this Agreement; (ii) replace or modify such Program(s) so that it is noninfringing and substantially equivalent in function to the enjoined Program(s); or (iii) if options (i) and (ii) above cannot be accomplished despite the reasonable efforts of Lucity, then Lucity may both: (A) terminate Licensee's rights and Lucity's obligations under this Agreement with respect to such Program(s); and (B) refund to Licensee the unamortized portion of the License Fee paid based upon a 5 year straight-line depreciation, such depreciation to be deemed to have commenced on the effective date of this Agreement. (c) Exclusive Remedy. The foregoing are Lucity's sole and exclusive obligations, and Licensee's sole and exclusive remedies, with respect to infringement or misappropriation of intellectual property rights. Lucity makes no separate warranty of noninfringement under or in connection with this agreement. (d) Exceptions. Lucity will have no obligations under this Section 8 with respect to infringement or misappropriation arising from: (i) modifications to the Program(s) that were not made by Lucity (whether or not authorized by Lucity); (ii) Program(s) specifications or modifications requested by Licensee; or (iii) the use of Program(s) with products (including but not limited to software) not provided by Lucity. 9. CONFIDENTIAL INFORMATION. (a) Definition. "Confidential Information" refers to: (i) the Program(s), including but not limited to their software source code, and any related documentation or technical or design information related to the Program(s); (ii) the business or technical information of Lucity, including but not limited to any information relating to Lucity's product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how; (iii) any information reasonably and appropriately designated by Lucity as "confidential" or "proprietary" or which, under the circumstances taken as a whole, would reasonably be deemed to be confidential under applicable law; and (iv) the terms and conditions and existence of this Agreement. (b) "Confidential Information" will not include information that: (i) is in or enters the public domain without Licensee's breach of this Agreement; (ii) Licensee receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; or (iii) Licensee party develops independently, which it can prove with clear and convincing written evidence. (c) Confidentiality Obligations. Licensee agrees to take all measures reasonably required in order to maintain the confidentiality of all Confidential Information in its possession or control, which will in no event be less than the measures Licensee uses to maintain the confidentiality of its own information of equal importance. (d) Employee Confidentiality Procedures. Licensee agrees to inform its employees of their confidentiality obligations regarding the Program(s) and other Lucity Confidential Information. Licensee further agrees to ensure that contract employees (including temporary employees) of Licensee agree to confidentiality obligations similar to those of this Agreement. (e) Compliance with Law. Lucity acknowledges the Licensee will comply with all laws regarding the release and disclosure of information, including but not limited to, the Public Records Act (Chapter 42.56 RCW). 10. MAINTENANCE AND SUPPORT. (a) Named Products Licensing. Lucity and Licensee may, by mutual agreement, include the maintenance and support services described in the software's online help for the Program(s) under this Agreement by exchanging documents (i.e., a purchase order from Licensee and acknowledgment from Lucity) referencing this Agreement and the Program(s) to be included under such services. The parties agree that such purchase orders and acknowledgments shall have no effect on the terms and conditions of this Agreement, under which such Program(s) are licensed. Maintenance and support services are provided at a rate and for a term as mutually determined by Lucity and Licensee for the scope of services to be provided by Lucity for the Program(s) to be included under such services. (b) Named Users Licensing. The Annual Fee for the Program(s) included under this Agreement includes the maintenance and support services described in the software's online help. 11. LIMITATIONS OF LIABILITY. Licensee acknowledges that input and/or edits of data by means other than the Lucity standard Program(s) interface may result in loss of data, and/or improper operation of the Program(s). The Licensee agrees that in no event will Lucity be liable to Licensee under this Agreement for costs necessary to diagnose, recover data and/or restore proper operation of the Program(s) resulting from improper operation of the Program(s).. 12. TERM AND TERMINATION. (a) Term — Named Products Licensing. Except as expressly provided in this Section 12, this Agreement will continue in full force and effect perpetually. (b) Term — Named Users Licensing. Except as expressly provided in this Section 12, this Agreement will continue in full force and effect for one (year) from the Effective Date of this Agreement, with automatic renewal for subsequent one (1) year periods. (c) Termination. Either party will have the right to terminate this Agreement if other breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days of written notice. (d) Effect of Termination — Named Products Licensing. If this Agreement is terminated, Licensee will immediately retum to Lucity, or Lucity's designated representative, or (at Lucity's request) destroy all copies of the Program(s) in its possession or control, and an officer of Licensee will certify to Lucity in writing that it has done so. (e) Effect of Termination — Named Users Licensing. If this Agreement is terminated, license codes for the Program(s) included under this Agreement will expire and the Program(s) included under this Agreement will be effectively disabled. (f) Survival. The provisions of Sections 4 (Proprietary Rights), 6(b) (Taxes), 7(b) and (c) (Warranties Exclusive Remedy and Disclaimer), 8(c) and (d) (Infringement Exclusive Remedy and Exceptions), 9 (Confidential Information), and 11 (Limitations of Liability) will survive termination of this Agreement for any reason. (f) Nonexclusive Remedy. The exercise by Lucity of any remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. 13. GENERAL PROVISIONS. (a) Audit Rights. Licensee agrees to allow Lucity, at Lucity's sole expense, upon reasonable written notice, and during Licensee's ordinary business hours, to visit the facilities in which Licensee uses the Program(s) and review Licensee's practices with regard to the Program(s). (b) Assignment. This Agreement will bind and inure to the benefit of each party's successors and assigns, provided that either party may not assign this Agreement, in whole or in part, without written consent of both parties. (c) Modifications. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties. (d) Conflicting Terms. Purchase orders or similar documents relating to the Program(s) issued by Licensee will have no effect on the terms of this Agreement. (e) Notices. All notices under this Agreement will be deemed given when delivered personally or upon receipt of by U.S. certified mail, return receipt requested, to the address shown below or as may otherwise be specified by either party to the other in accordance with this Section. (0 Severability. If any provision of this Agreement is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this Agreement will not be affected. (g) Waiver. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights. (h) Entire Agreement. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter. No purchase orders, acknowledgments, invoices, or other documents exchanged in the ordinary course of business shall modify or add to the terms and conditions of this Agreement. (i) Choice of Law. This Agreement will be govemed by and construed in accordance with the laws of the state in which Licensee is located. Copyright 0 2015 Lucity, Inc. All rights reserved Page 2 of 2 EXHIBIT "B" Schedule of Software For the Project Lucity agrees to furnish licenses of the various LucityTM software programs listed in the table below, and grant the CLIENT such licenses to use these programs for the fees as indicated, in consideration of the mutual covenants and obligations expressed in the LucityTM Software License Agreement provided as Exhibit "A". Software LucityAM Products Licensing Annual Fees Quantity Basis Unit Extended Work 1 Site $ 60,000.00 $ 60,000.00 Assets Mobile GIS Desktop GIS Web Citizen Portal REST APIs TOTAL $ 60,000.00 Notes • The applicable licensing model is "Named Products". • The total amount of license fees is a one-time cost for a perpetual licensing term. • Cost for the Constant Connection Program for technical support and software maintenance is additional. • A "Site" license provides for unlimited number of total users. • Prices are in U.S dollars. Taxes (if applicable) are not included. Page 1 of 1 EXHIBIT "C" Software Support and Maintenance Provisions For the various Lucity TM software programs listed in Exhibit "B", Lucity agrees to furnish to the Licensee resources and perform various professional services related to on-going software technical support and maintenance as outlined in this Exhibit "C". Constant Connection Program Resources and Services On-going software technical support and maintenance resources and services provided through the Lucity Constant Connection Program are summarized in the following attachment titled "LucityAM Technical Support and Software Maintenance". Constant Connection Program Fees and Renewal Named Products Licensing. The fee basis for "Year 1" of the Lucity Constant Connection Program is twenty percent (20%) of the total non -discounted software license fees for covered products. For the software programs listed in Exhibit "B", Year 1 will be for the period of twelve (12) months following software delivery. Access to Lucity Constant Connection Program resources and services in subsequent years is renewable annually for the software programs by mutual agreement and is subject to an inflationary increase not to exceed two and one-half percent (2.5%) each year. Constant Connection Program Levels of Services Our goals are to provide customers immediate response during regular Help Desk hours (Monday — Friday, 7:00 am -7:00 pm CST), and resolve issues as soon as possible. An outline of our categorization/prioritization of support issues and formal response/resolution commitments follows. • Critical Issues - Customer is unable to use a LucityAM application, or system component has a failure such that normal work operation is significantly impacted (e.g., users cannot open Work Orders) - Response time to acknowledge issue and begin working on corrective action within two (2) business hours — Commitment to continue working on problem until resolution, or an acceptable temporary fix (i.e., patch) is deployed • Standard Issues - Issue exists with an application but majority of functions are still usable and some reasonable circumvention or work -around is possible to provide service, or failing function or work -around does not significantly impact normal work operation - Response time to acknowledge issue no more than four (4) business hours - Provide resolution with next upgrade release (new versions, service packs or patches), and not more than ninety (90) business days (unless otherwise agreed between customer and Lucity) • Minor Issues - Issue does not affect an application's function (e.g., text of message or report is poorly worded or misspelled) - Response time to acknowledge issue no more than eight (8) business hours - Provide resolution with next two upgrades, and not more than one -hundred and eighty (180) business days (unless otherwise agreed between customer and Lucity) LucityAM Version Support Policy Details about version support policy can be found here — https://lucity.zendesk.com/hc/en-us/articles/2024893 70 -Version -Support -Details. Page 1 of 1 EXHIBIT "D" Scope of Implementation Services IMPLEMENTATION WORK PLAN We are proposing implementation of the LucityAMTM products for the City's Asset Management Software Solution (AMS) for the identified distinct "functional Groups" as indicated below. D.1 PROJECT PLANNING & MANAGEMENT D.1.A PROJECT INITIATION An Initiation Meeting will take place as soon as possible after issuance of the Notice to Proceed to introduce key Project Team members and initiate project activities. An outline of the expected agenda for the Initiation Meeting follows. • Project Team — Review roles, responsibilities, and personnel assignments — Identify primary contacts and exchange contact information • Software — Verify licensing details (products and users) • Project Plan — Set dates for IT Audit, Installation, and Kickoff tasks — our recommendation is for the IT Audit to be completed as soon as possible, and Installation to be completed prior to Kickoff • Action Items — Deliver "Welcome to the Lucity Family" information packet Participants in the Initiation Meeting should include the following Project Team members: • Lucity • City — Project Manager — Project Manager — Relationship Manager — System Administrator — IT Specialist — Project Sponsor D.1.B IT AUDIT A meeting will take place as soon as possible after Initiation for us to provide guidance to the City's IT SME (Subject Matter Expert) pertaining to LucityAM enterprise architecture and security designs. An outline of the agenda for the IT Audit Meeting follows. Page 1 Work Work order management Maintenance :schedules Inventory lifecycle management Assets Asset -related data Field inspections Condition assessments Asset criticality Replacement planning and reporting GIS Web GIS integration Mobile Mobile access REST APIs Other integrations D.1 PROJECT PLANNING & MANAGEMENT D.1.A PROJECT INITIATION An Initiation Meeting will take place as soon as possible after issuance of the Notice to Proceed to introduce key Project Team members and initiate project activities. An outline of the expected agenda for the Initiation Meeting follows. • Project Team — Review roles, responsibilities, and personnel assignments — Identify primary contacts and exchange contact information • Software — Verify licensing details (products and users) • Project Plan — Set dates for IT Audit, Installation, and Kickoff tasks — our recommendation is for the IT Audit to be completed as soon as possible, and Installation to be completed prior to Kickoff • Action Items — Deliver "Welcome to the Lucity Family" information packet Participants in the Initiation Meeting should include the following Project Team members: • Lucity • City — Project Manager — Project Manager — Relationship Manager — System Administrator — IT Specialist — Project Sponsor D.1.B IT AUDIT A meeting will take place as soon as possible after Initiation for us to provide guidance to the City's IT SME (Subject Matter Expert) pertaining to LucityAM enterprise architecture and security designs. An outline of the agenda for the IT Audit Meeting follows. Page 1 Equipment Water Distribution Water Sewer Collection Sewer Equipment Surface Water Storm Equipment Streets&Traffic Streets Bridges Rights -of -Way Signs Signals Street Lights Parks Parks Trees D.1 PROJECT PLANNING & MANAGEMENT D.1.A PROJECT INITIATION An Initiation Meeting will take place as soon as possible after issuance of the Notice to Proceed to introduce key Project Team members and initiate project activities. An outline of the expected agenda for the Initiation Meeting follows. • Project Team — Review roles, responsibilities, and personnel assignments — Identify primary contacts and exchange contact information • Software — Verify licensing details (products and users) • Project Plan — Set dates for IT Audit, Installation, and Kickoff tasks — our recommendation is for the IT Audit to be completed as soon as possible, and Installation to be completed prior to Kickoff • Action Items — Deliver "Welcome to the Lucity Family" information packet Participants in the Initiation Meeting should include the following Project Team members: • Lucity • City — Project Manager — Project Manager — Relationship Manager — System Administrator — IT Specialist — Project Sponsor D.1.B IT AUDIT A meeting will take place as soon as possible after Initiation for us to provide guidance to the City's IT SME (Subject Matter Expert) pertaining to LucityAM enterprise architecture and security designs. An outline of the agenda for the IT Audit Meeting follows. Page 1 • Software - Review "Hardware and Software Recommendations", "System Design and Tuning", and "IT Questionnaire" documents — Questionnaire to be completed by the City • The City will provide needed hardware and supporting software, and confirm basic operation of hardware prior to installation of LucityAM ■ System Design and Tuning document is intended to provide understanding of LucityAM as it pertains to the City's enterprise infrastructure and security policies, and the expected maximum number of concurrent users ■ IT Questionnaire serves to gather information regarding the City's resources, preparedness, and capabilities for installing and managing LucityAM and leveraging GIS integration - Discuss the Installation task and related activities, and identify needed actions prior to LucityAM installation • Access — Discuss providing Implementation Lead remote access (VPN) into installed LucityAM to facilitate completion of implementation tasks • Project Plan — Confirm dates for Installation and Kickoff tasks • Action Items — Complete IT Questionnaire - Provide LucityAM install design and system architecture diagram, and executed VPN access forms (if required) Participants in the IT Audit Meeting will include the following Project Team members: • Lucity IT Specialist • City - Project Manager - System Administrator — SME — IT D.1.0 PROGRESS An outline of the project management activities expected throughout the project follows. • Meetings & Workshops — Convene bi-weekly Project Progress meetings to review Project Plan completion status — Provide agendas and "Trip Report" documents • Project Plan — Provide updates as needed based on approved revisions to scope and/or schedule • Invoicing — Prepare billing summaries, and submit invoices to the Client for approval and payment processing Participants in the project management activities should include: • Lucity • City — Project Manager — Project Administrator — Project Manager D.2 INSTALLATION & KICKOFF D.2.A SOFTWARE INSTALLATION The Implementation Specialist will assist the System Administrator with downloading the LucityAM Installation Components (current version with latest service pack) from the Lucity Support Center web site, and following instructions provided in the Install Manual. Our assumption is the System Administrator will complete related Installation activities, including: • Establishing multiple environments for testing/training, production, and backup/recovery • Using User Import tool in Lucity Security to import users into LucityAM, and associate users to Windows Login accounts • Using Lucity Security to set controls for user access and assign group/role permissions for various LucityAM functions • Performing system -level testing (to ensure satisfactory performance) and performance tuning actions (if necessary) D.2.B PROJECT KICKOFF A Kickoff Meeting will be held to transfer knowledge between Project Team members, gather information, and set the stage for subsequent tasks. An outline of the expected Kickoff Meeting activities follows. • LucityAM Software Demonstration — Present functional overview — typical user workflows for inspections, work orders, etc. and "out of the box" capabilities including reporting (standard templates and ad hoc), GIS integration, and data interfaces — Review default "Work Flow Setup" data, UI templates (dashboards and data forms/views), and default user groups/roles • Functional Groups — Identify each distinct Functional Group's place (Department, Division, etc.) within the organizational structure of the City — Confirm with each Group Administrator those persons assigned to serve as Group SMEs for AMS configuration — Examine current basic business processes of each Group with associated data, reporting, and integration requirements — Review with each Group their Work Flow Setup spreadsheet with default data — spreadsheet to be completed by the City • GIS and IT — Discuss completed Installation task and related activities, and identify needed actions prior to initiation of Configuration — GIS • Access — Verify Implementation Lead has access into installed LucityAM • Project Pian — Confirm Project Team and Functional Groups — Discuss what is expected of Project Team members throughout project — Review schedule, and discuss how LucityAM will "go -live" — Identify any needed revisions to Project Plan based on knowledge gained from the Kickoff Meeting sessions — Set date for Configuration — Discovery • Action Items — Complete Work Flow Setup spreadsheets —these spreadsheets are used to record data required to define Categories, Problems, Causes, Tasks, and Resources (Employees, Crews, Equipment, Materials, Fluids, Contractors) for Functional Groups with LucityAM Work — Work Administrator Participants in the Kickoff Meeting should include the following Project Team members: • Lucity • City — Project Manager — Project Manager — Relationship Manager — System Administrator — Project Coordinator — Functional Group Administrators — SMEs —GIS and IT — Project Sponsor D.3 CONFIGURATION D.3.A DISCOVERY A Discovery Workshop will be completed — this workshop will consist of a series of sessions that focus on refining the default LucityAM configuration to support the specific operational needs of the Functional Groups. An outline of the expected Discovery Workshop activities follows. • Functional Groups — Examine details (what, who, how, and why) of business processes of each Group, and identify potential revisions to improve results and best leverage capabilities of LucityAM — Review with each Group their completed Work Flow Setup spreadsheet, and identify any additional data revisions for initial LucityAM configuration — Identify revisions to dashboards, data forms/views, and default user groups/roles for each Group — Discuss available data from sources other than GIS to be incorporated (i.e. "loaded") into LucityAM — data to be gathered by the City — Identify any supplemental reporting and/or integration needs to be addressed with LucityAM implementation • GIS — Discuss use of LucityAM Administration tool — Map Setup to define maps, and assign to user groups/roles • IT — Download and install LucityAM Mobile and configure for use with Lucity Mobile Server • Project Plan — Identify any needed revisions to Project Plan based on knowledge gained from Discovery activities — Set date for Configuration — Functional Groups task • Action Items — Apply initial configuration to installed LucityAM based on revised Work Flow Setup data and revised user dashboards, data forms/views, maps, and groups/roles — Deliver data from sources other than GIS to Implementation Lead for evaluation — Evaluate options for supplemental reporting and/or integration, and identify next steps Participants in the Configuration — Discovery Workshop should include: • Lucity • City — Project Manager — Project Manager — Implementation Lead — System Administrator — Functional Group Administrators — SMEs — GIS and IT D.3.B FUNCTIONAL GROUPS Finalizing the LucityAM configuration will be an iterative process. The Implementation Lead will first meet with each Functional Group to review the initial configuration, and identify needed refinements. With subsequent refinements, additional meetings will be convened to review the latest LucityAM configuration — which will include GIS integration, loaded data, custom reporting (if required), and custom integration (if required) as these become available. The process will continue until the LucityAM operational needs of the Groups are met. Participants in the Configuration — Functional Group Meetings task should include: • Lucity - Implementation Lead - Implementation Specialist • City — System Administrator - Functional Group Administrators - SMEs — Groups Custom Reports Although we expect the LucityAM reporting capabilities (standard templates and ad hoc) will meet most of the City's needs, some supplemental custom reports will likely be desired/required. The number and nature of such custom reports will be defined from the Configuration activities. Custom reports can be designed, developed, and incorporated into LucityAM by the City or a third -party. Alternatively, we can deliver custom report templates (using Crystal Reports). For this work plan, we are assuming any assistance requested by the City for custom reports will be provided through negotiated additional services. D.3.0 GIS INTEGRATION The Implementation Specialist will work with the System Administrator and GIS SME to configure and test the bi-directional LucityAM/GIS integration. Configuration of this integration involves the following activities: • GIS to LucityAM Integration - Use LucityAM Administration tool to create geodatabase connection string to serve as primary Zink between ArcMap and LucityAM - Use Geodatabase Configuration tool in ArcCatalog to link feature classes to LucityAM — Use Lucity Editor ArcMap extension to load attributes of linked feature classes into LucityAM database tables • LucityAM to GIS Integration - Use ArcServer to publish map services containing linked feature classes with Feature Access capabilities enabled (i.e. feature services) — feature services to serve as primary Zink between LucityAM and geodatabase — Use Administration tool to add feature services to geodatabase connection string • Lucity GIS Web to LucityAM Integration — also applicable to integration of Collector for ArcGIS (and any other third -party mapping application) to Lucity AM — Use Geodatabase Configuration tool to set up "GIS Task" to check feature services at scheduled time interval, and push any updates to LucityAM • Lucity Spatial Generator Configuration - Use Administration tool to enable the Lucity Spatial Indexer process, and set maximum number of days to process spatial history of information related to work order and service request locations (addresses, coordinates) and related assets - Use Administration tool to set up URL for Geocoding Service for processing locations — Use Administration tool to set up Edit Map Service URL for processing assets • GIS Map Setup - Use Administration tool to create maps (by layering map services) for LucityAM GIS Web and LucityAM Mobile - Use Map Setup In Administration tool to assign maps to user groups/roles • Show in Map Tool Configuration - Use Show in Map Configuration tool in ArcCatalog to define settings for launching maps from LucityAM (Desktop, Web, and Mobile Ws) GIS data available at the time of the Configuration — GIS task efforts will be loaded into LucityAM, and necessary training will be provided to the City to Toad additional GIS data that may become available later. In addition to GIS data for the City's Public Works Department (including Water, Sewer, Surface Water and Transportation), we also expect to utilize the City's GIS Addressing as the single source for addressing information. D.4 DATA LOADING As mentioned in Task D.3.C, loading of data from the City's GIS will be completed as part of the AMS configuration effort. Data from spreadsheets can be loaded into the AMS using the Lucity "Import & Update" tool (inherent with the LucityAM software). We expect to load data for the City's Public Works employees and their applicable rates into Lucity in conjunction with other related Workflow Setup (WFS) data (i.e. Problem Codes, Work Tasks, Materials). The Import & Update tool is used for loading data into LucityAM from ODBC, OLE, ASCII -delimited text, and XML sources. The Implementation Lead works with and trains the City's System Administrator to establish appropriate data mapping between source spreadsheets and individual LucityAM tables, and complete the import processes. D.5 INTEGRATION The following 3`d party applications have been identified for integration with the AMS. • Granite XP (CCTV) • SeeClickFix (Citizen Service Requests) • Eden (Timesheets) • Single Source Addressing — linking address points layer to customer address module and develop synch The Import & Update tool will also be used for loading data from Granite XP. The Implementation Lead works with and trains the City's System Administrator to establish appropriate data mapping between Granite XP and individual LucityAM tables, complete an initial import process for testing, and save the configured "Import" for future use by the City. Lucity has worked with SeeClickFix to deliver LucityAM integration to our mutual clients. Lucity will provide developer level support related to the Lucity REST API for this purpose and the Lucity Implementation Specialist will coordinate as needed with SeeClickFix in regards to the needed Problem Codes to be shared between both applications. The City will also contact SeeFixClick regarding this integration, as this scope does not include any costs related to efforts from SeeClickFix. The City has also expressed interest in having a Lucity Timesheet export utility developed for the purpose of importing this data into Tyler (Eden). Lucity will provide a utility that will allow for the ability to select a payroll period within Lucity and export all employees with approved time within that pay period. This export utility will include: Employee Code, Work Order Number (if applicable), End Date, Units and Hour Type. This utility will export to a CSV file and will be run/managed by one dedicated Lucity user. The City will also contact Tyler (Eden) regarding this integration, as this scope does not include any costs related to efforts from Tyler (Eden). D.6 TRAINING We will provide a Training Plan detailing session descriptions and durations, methods and materials for each Functional Group, and the overall schedule. An outline of the expected Training activities follows. D.6.A ADMINISTRATION ❖ Installation and Maintenance • Review available software documentation • Review technical support and software maintenance services and resources provided through Lucity Constant Connection Program ••• Security • • Complete procedures as outlined in Lucity Security for adding new users, and defining user group and individual permissions for LucityAM access and use ❖ Configuration • Use tools, parameters and settings available with LucityAM products to refine AMS configu ration ❖ Documents • Complete procedures for establishing links between LucityAM records and externally managed electronic documents • Add custom content to on-line Help via hyperlinks to externally managed information ❖ Integration • Use LucityAM products for completing processes for configuring and refining the GIS integration ❖ Reporting • Add custom reports ❖ Data Import/Export • Import data using LucityAM Import & Update tool, and export data using LucityAM reporting capabilities The goal of the Training — Administration task is for the System Administrator to be reasonably self- sufficient in refining, expanding and sustaining the implemented LucityAM. D.6.B PRODUCTION Following is a limited list of items that will be addressed during Production Training sessions. ❖ General • Dashboard: Using assigned "Home" pages with personalized real-time LucityAM content • Filter: Creating queries to produce specific record sets • Locate: Quickly finding a specific record within the current "Filter" • Show in Map: Opening assigned GIS maps and zooming to assets and locations (customer addresses, work sites, etc.) • Document Control: Linking electronic documents (images, videos, as -built drawings, O&M manuals, Web site links, etc.) to records • Subset Manager: Loading filtered data from one application into other applications • Browse: Creating and exporting ad-hoc reports • Reports: Using assigned report templates • Help: Using the on-line, context -sensitive Help ••• Work Management • Receiving/creating, routing and completing service requests, and work orders in response to service requests • Establishing work order templates for recurring activities and PM schedules • Creating, assigning, routing and completing work orders from templates and PM schedules • Performing in-house and external billing of work order costs • Viewing linked electronic documents • Using GIS to locate customers and work locations • Producing operational, management and regulatory reports ❖ Asset Management • Collecting and maintaining asset attributes • Establishing appropriate relationships between assets • Assessing the condition, and tracking the operating status, of assets • Interpreting asset lifecycle costs • Viewing linked electronic documents • Using GIS to locate assets and display condition assessment data • Validating and transferring data from external systems (e.g. CCTV) • Producing operational, management and regulatory reports The goal of the Training — Production task is for users being enabled with the knowledge, skills and confidence to follow proper business processes and successfully complete their specific operational workflows with LucityAM. Production Training sessions are typically no more than four (4) hours in duration, and should be limited to a maximum of 10 users. Remote time for Production Training may include web conferencing sessions for specialized topics (e.g. GIS), and recorded webinars for broader topics of interest to a Targe number of users. D.7 SCHEDULE A completion schedule we consider reasonable for the proposed Work Plan for the City's AMS is outlined below. V!It 4airtEis ',I'fii3 Project Management Project Initiation Month 1 Progress Duration Installation & Kickoff Software Installation Month 1 Project Kickoff Configuration Discovery Month 2 Functional Groups Months 3-5 GIS Integration Data Loading integration Training Administration Months 6-8 Production D.8 EFFORT & COSTS A summary of effort and costs for the proposed Work Plan is provided as Exhibit D.1. EXHIBIT D.1 — Implementation Work Plan Effort & Costs Work Plan Task Effort. Cost On-site Remote Total Labor Expenses Total Trips Hours Hours Hours Project Planning & Management 0 0 78 78 $ 11,700.00 $ - $ 11,700.00 Project Initiation 0 0 2 2 $ 300.00 $ - $ 300.00 IT Audit 0 0 4 4 $ 600.00 $ - $ 600.00 Progress 0 0 72 72 $ 10,800.00 $ - $ 10,800.00 Installation & Kickoff 1 16 4 20 $ 4,200.00 $ 1,250.00 '$ 5,450.00 Software Installation 0 0 4 4 $ 600.00 $ - $ 600.00 Project Kickoff 1 16 0 16 $ 3,600.00 $ 1,250.00 $ 4,850.00 Configuration 4 64 116 180 $ 26,500.00 $ 5,000.00 $ 31,500.00 Discovery 1 16 8 24 $ 4,000.00 $ 1,250.00 '$ 5,250.00 Functional Groups 3 48 48 96 $ 15,000.00 $ 3,750.00 $ 18,750.00 GIS Integration 0 0 60 60 $ 7,500.00 $ - $ 7,500.00 Data Loading 0 0 16 16 '$ 2,000.00 $ - $ 2,000.00 Integration 0 0 32 32 $ 4,400.00 �$ - $ 4,400.00 Granite XP (CCTV) 0 0 8 8 $ 1,000.00 $ - $ 1,000.00 SeeClickFix (Citizen Requests) 0 0 8 8 $ 1,000.00 $ - $ 1,000.00 Eden (Timesheet Export) 0 0 16 16 $ 2,400.00 $ - $ 2,400.00 Training 3 48 40 88 $ 14,000.00 $ 3,750.00 "$ 17,750.00 Administration 0 0 16 16 $ 2,000.00 $ - $ 2,000.00 Production 3 48 24 72 $ 12,000.00 $ 3,750.00 $ 15,750.00 TOTALS 8 128 286 414 $ 62,800.00 $ 10,000.00 $ 72,800.00 Costs are based on the following. Lucity Project Team Member Labor Expenses (per person) Project Manager On-site: $225.00/hr Remote: $150.00/hr $550.00/on-site trip $350.00/on-site day IT Specialist Implementation Lead/Specialist 1 On-site: $187.50/hr Remote: $125.00/hr EXHIBIT "E" Schedule of Costs and Invoicing The following table summarizes costs and invoicing for the software licenses and services to be provided by Lucity to the CLIENT for the Project. Item Total Invoicing Software License Fees (reference Exhibit "B") $30,000.00 Fifty percent (50%) invoiced upon contract execution $15,000.00 Twenty-five percent (25%) invoiced upon completion of Task D.3 — Configuration $15,000.00 Twenty-five percent (25%) invoiced upon completion of Task D.6 — Training Services Costs (reference Exhibit "D") $72,800.00 Invoiced monthly based on project progress (i.e. % completion of each task) Constant Connection Program Fees (reference Exhibit "C") $0.00 No fees invoiced for Year 1 (twelve (12) month software warranty period) TOTAL — PROJECT COSTS $132,800.00 Constant Connection Program Fees - Renewals $12,000.00 Year 2 fee invoiced sixty (60) days prior to Year 1 expiration date TOTAL — RECURRING COSTS $12,000.00 Access to Lucity Constant Connection Program resources and services in subsequent years is renewable annually for the software programs by mutual agreement and is subject to an inflationary increase not to exceed two and one-half percent (2.5%) each year. Prices are in U.S dollars. Taxes (if applicable) are not included. Page 1 of 1 uc'ty Constant Connection Program LucityAM Technical Support and Software Maintenance Following is an outline of the provisions for LucityAM technical support and software maintenance with the Lucity Constant Connection Program. HELP DESK • Staffed by Lucity Support Specialists from 7:00 am — 7:00 pm CST, Monday — Friday - Accessible via toll-free telephone (800-492-2468) and email (support@lucity.com) - Response goals are immediate for issues received during regular Help Desk hours, and as soon as possible next business day for issues received after hours — Support Specialists remotely connect with clients, troubleshoot issues, and assist with system maintenance via Webex • Lucity Support Center - Portal for 24/7 submittal of support issues, and tracking of resolution status - Lucity BIog posts - Lucity Community user forum UPGRADES • LucityAM version (i.e. major) releases are provided semi-annually (in February and August), with 1-2 service pack (i.e. minor) releases provided for each version • LucityAM Mobile products (Android and iOS) are released on independent schedules, with several versions provided throughout the year • Lucity Listens web site for clients to submit LucityAM software enhancement requests, vote on other submittals, and track development status DOCUMENTATION • Provided through the software itself (via LucityAM Install Media and on-line Help) and the Lucity Support Center - Policies • Data Collection, Data Recovery, FAQs on Lucity Support Center Use, Levels of Service for Lucity Support, Version Support Details - Downloads • Data Dictionary, Technical Specifications - Release Documents • Install Media, Release Notes, Checklists (Pre- and Post -upgrade), Install Manual - Knowledge Base • Guides (various Administration, General User, and Training) - Help Guides • System, Products, Tools, Security, Services — Videos • Product functions and features Page 1 ucity Constant Connection Program LucityAM Technical Support and Software Maintenance EVENTS • Lucity Annual Conference & Training (ACT) — Each fall at locations across the US — Includes pre -conference training workshops, conference breakout training sessions, customer success stories, group discussions, Lucity presentations and more • Lucity Regional User Group (RUG) meetings — Each spring at locations across the US (hosted by Lucity clients) - Single -day gatherings that typically include customer success stories and Lucity presentations (including in-depth reviews of most recent LucityAM releases) • Lucity "Univercity" training workshops — Specialized topics Page 2