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2015-108 (11") Cardno' Professional Services Agreement Shaping the Future Cardno Project ID:(Project ID) This Agreement is made effective December 18,2015 by and between "Cardno" Name. Cardno,Inc Address. 380 Park Place Boulevard,Clearwater,FL 33759 Phone: 727-531-3505 Representative Rick Bowers Email'Rick.Bowers@Cardno.com "Client" Name. City of Clermont Address: 685 West Montrose Street,Clermont,FL 34711 Phone 352-241-7350 Representative. Freddy Suarez Email:fsuarez@clemiont l org PROJECT NAME(The"Project"):Asset Management Software NOW,THEREFORE,Client hereby engages the services of Cardno and,in consideration of the mutual promises and covenants herein contained,the parties agree as follows: 1. DESCRIPTION OF SERVICES:Cardno shall render the professional services described in Exhibit"A"(hereinafter called the'Services"in accordance with this Agreement If,in the course of the Project,services beyond the scope described in Exhibit'A°are warranted on the Project based on Cardno's findings,requests by the Client or regulatory agency,or rf unforeseen conditions arise,Cardno will notify the Client of the change in scope of the Project and,If agreed to in writing by Client,shall undertake the additional services All Services will be charged in accordance with Cardno's fee schedule that Is Included in Exhibit'A° 2. PAYMENT:Cardno shall submit monthly invoices to Client for charges based on the Services performed Invoices shall be paid in full within thirty (30)days of invoice date.Failure to make any payment when due is a material breach of this Agreement and will entitle Cardno,at its option,to suspend or terminate this Agreement and the provision of the Services.Interest will accrue on accounts overdue by 30 days at the lesser of 1.5 percent per month(18 percent per annum)or the maximum legal rate of interest allowable.Notwithstanding the provisions of Paragraph 4,in the event any Invoice has not been paid in full within ninety(90)days of the invoice date,Cardno shall have the nght to immediately suspend all or any portion of the Services hereunder indefinitely pending payment in full of such invoice(s). 3. TERMINATION:Subject to Paragraph 2,this Agreement will continue in effect until terminated by either party upon thirty(30)days written notice to the other party.Any such termination,however,will not terminate Cardno's obligations under Paragraphs 9a and 9b hereof nor either party's obligations under Paragraphs 11a and 11b hereof. 4. SUSPENSION OF SERVICES:If the Project is suspended for more than thirty(30)calendar days in the aggregate,the Client shall pay Cardno for all Services performed prior to receipt of the notice of suspension.Cardno shall have no liability to Client for delay or damage caused Client because of a suspension of services.Upon resumption of the Project,Cardno shall be entitled to an equitable adjustment in fees to accommodate the resulting demobilization and remoblhzation costs.In addition,there shall be an equitable adjustment in the Project schedule based on the delay caused by the suspension.If the Project is suspended for more than ninety(90)days,Cardno may,at its option,terminate this agreement pursuant to Paragraph 3. 5. FORCE MAJEURE:Any suspension,temporary or permanent,In the performance of this Agreement caused by any of the following events and without fault or negligence on the part of the defaulting party shall not constitute a breach of contract labor strikes,riots,war,acts of governmental authorities,unusually severe weather conditions or other natural catastrophic events,or any other similar event beyond the reasonable control or contemplation of either party. 6. CARDNO'S RESPONSIBILITIES&LIMITATIONS OF WARRANTIES: a. Cardno shall perform the Services with the reasonable skill and care required by customarily accepted professional practices and procedures normally provided in the performance of such Services at the time when and the location in which the Services were performed This standard of care is the sole and exclusive standard of care that will be applied to measure Cardno's performance CARDNO MAKES NO OTHER REPRESENTATIONS OR WARRANTIES,EXPRESSED OR IMPLIED,AS TO FINDINGS,RECOMMENDATIONS, SPECIFICATIONS,OR PROFESSIONAL ADVICE.NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY TO THE SERVICES PROVIDED BY CARDNO,NOR SHALL CARDNO WARRANT OR GUARANTEE ECONOMIC,MARKET OR FINANCIAL CONDITIONS,PROFORMA PROJECTIONS,SCHEDULES FOR PUBLIC AGENCY APPROVALS,OR OTHER FACTORS.CARDNO DOES NOT WARRANT THE SERVICES TO ANY THIRD PARTY,AND THE CLIENT SHALL INDEMNIFY AND HOLD HARMLESS CARDNO FROM ANY DEMANDS,CLAIMS,SUITS OR ACTIONS OF THIRD PARTIES ARISING OUT OF CARDNO'S PERFORMANCE OF THE SERVICES. b Cardno shall be solely responsible for a)completion of the Project in accordance with the proposal;b)supervision of Cardno's employees and subcontractor's on the Project c)keeping accurate records obtained during the course of the Project including well logs,daily field records and other records that are usual for the type of project conducted,d)obtaining and maintaining proper licenses and permits for Cardno's Services;and e)compliance with laws and regulations pertaining to Cardno's employees'wages,hours,fair employment practices,worker's compensation insurance,and similar employer responsibilities. A2—Cardno Pmfessional Services Agreement Page 1 of 5 P MIM20151Cl y_gennodP ududnptutormdcn1A2.Profecsfonai Send=Agreement do= 2012 VI ,; Corrina' Professional Services Agreement Shuffling the i-durc c Cardno specifically disclaims any authority or responsibility and Cardno does not have authority,responsibility or liability for,the means, methods,techniques,sequences or procedures of construction selected by Contractor(s);for safety precautions and programs In connection with or Incident to the work of Contractor(s),or for any failure of Contractor(s)to perform their work or to comply with laws,rules, regulations,ordinances,codes or orders applicable to Contractor(s)performing their work. d Differing Site Conditions:If Differing Site Conditions adversely affect Cardno's performance of services as contemplated by this Agreement, then 1)Cardno shall be permitted to terminate its Services after notifying the Client of such Differing Site Conditions,and 2)if Client wishes Cardno to continue performance of its Services,Client and Cardno shall agree,In writing,to new or modified scope of services and fees provisions under the Agreement to reflect the cost and schedule impact of such conditions For purposes of this Agreement'Differing Srte Conditions'means physical,structural,subsurface,soil or other conditions uncovered,revealed or discovered which differ from 1)those presented by Client to Cardno,in any RFP or otherwise,2)those ordinanly encountered and generally recognized as Inherent In work of a similar character,or 3)those apparent based upon a reasonable visual Inspection of the Project site. e. Cardno shall perform its Services as expeditiously as is consistent with skill and care,but shall not be responsible for delays that may occur that are beyond Cardno's reasonable control. 7. CLIENT'S RESPONSIBILITIES:Client shall be solely responsible for a)maintaining overall supervision of the Project beyond the immediate scope of Cardno's Services,b)making available to Cardno all of Client's information regarding existing and proposed conditions of the site The information shall include,but not be limited to:plot plans,hydrologic and geologic data including borings,wells,field or laboratory tests,and written reports Client will immediately transmit to Cardno any new information which becomes available or any change in plans;c)locating for Cardno and assuming responsibility for the accuracy of any representations as to the locations of all underground utilities,pipelines,tanks and other installations Cardno will not be responsible for damage to items not so located,d)providing free and unencumbered access to the site for all necessary equipment and personnel dunng normal working hours;e)as necessary,locating for Cardno the property boundaries and being responsible for accuracy of boundaries and markers,f)retaining ownership of,and responsibility for all contaminated material Cardno located on site or found as a result of the Project and g)obtaining all required and necessary approvals and permits required for the performance of any services by Cardno.Cardno shall be entitled to reasonably rely upon the accuracy and completeness of information,reports,tests,data and recommendations provided by or on behalf of Client 8. INDEPENDENT AGENT:Each party shall be an Independent agent with respect to work under this Agreement and shall not be deemed to be the servants,employees,or agents of the other. 9. CONFIDENTIALITY: a. Cardno will maintain In confidence the nature of Its Services,as well as all information made available to Cardno by Client during the term of this Agreement or resulting from Services performed by Cardno under this Agreement The confidential obligation Imposed on Cardno by Paragraph 9a,however,will not extend to any such information insofar as,and from such time as Cardno may disclose(i)as required by law,(ii)pursuant to court order,(iii)to its subcontractors,agents or other representatives as may be reasonably necessary to perform its services hereunder(iv)for the purpose of prosecuting or defending any litigation,or(v)Cardno can show by reasonable proof has been in the public domain.Cardno agrees to use information intended to be kept confidential under this Paragraph 9a solely to provide its Services b. Cardno will require each person it retains to perform services for Client under this Agreement to comply with Cardno's confidential obligations under Paragraph 9a above. 10. INSURANCE: a Cardno represents that it carries and will continue during the term of this Agreement to carry at its sole cost Worker's Compensation, Commercial General and Contractual Liability,Automobile Liability,Mantime,Professional Liability and Pollution insurance. b. Certificates of all insurance required of Cardno under this Agreement will be furnished to Client upon request 11. INDEMNIFICATION: a. Cardno shall indemnify and hold harmless Client from and against damages,liabilities,costs and expenses,Including but not limited to reimbursement of reasonable attorney fees arising out of damages or injuries to persons or property to the extent caused by the negligence, gross negligence or willful misconduct by Cardno or anyone acting under its direction or control or on Its behalf in the course of its performance under this Agreement;provided that Cardno's aforesaid indemnity agreement shall not be applicable to any liability based upon willful misconduct or negligence of Client or upon use of or reliance on information supplied by Client or on behalf of Client to Cardno in preparation of any report,study or other written document and further provided,however,in no event shall Cardno be responsible for any form of consequential damages,including,but not limited to loss of sales,loss of profits,and attorney fees thereon. b. Client shall indemnify and hold harmless Cardno from and against damages,liabilities,costs and expenses,including but not limited to reimbursement of reasonable attorney fees arising out of(I)damages or injuries to persons or property caused by or attnbutable to the negligence,gross negligence or willful misconduct by Client or anyone acting under its direction or control or on its behalf in connection with this Agreement and(ii)claims,actions or demands for environmental liability ansing from,or in relation to,any condition(not caused by the negligence of Cardno or anyone acting under its authority)on,under or in connection with Owner's real property or relating to Operations conducted by Client;provided that Clients aforesaid indemnity agreement shall not be applicable to any liability based upon the willful misconduct or negligence of Cardno and further provided,however,in no event shall Client be responsible for any form of consequential damages,including,but not limited to loss of sales,loss of profits and attorney fees thereon. c For purposes of this Paragraph 11,the duty to indemnify does not include the duty to pay for or to provide an up-front defense against unproven claims or allegations. A2—Cardno Professional Services Agreement Page 2 of 5 PZEES_MK1120151[Xty_ClemmOPloah>nh,ghtitmma5mlA2.Professional> viceeAgreeprertldoer 2012 VI (.I7 Cardno Professional Services Agreement Shaping the Future d. Where any claim results from the joint negligence,gross negligence,willful misconduct,or breach of any provision of this Agreement by Client and Cardno,the amount of such damage for which Client or Cardno is liable as indemnitor under this Paragraph 11 shall equal the proportionate part that the amount of such claim attributable to such Indemnitors negligence,gross negligence,willful misconduct,or breach bears to the amount of the total claim attributable to the joint negligence,gross negligence,willful misconduct,or breach at issue. 12. LIMITATION OF LIABILITIES:Notwithstanding any other provision in this Agreement,the Client agrees to strictly limit Cardno's liability under this Agreement or arising from the performance or non-performance of the Services under any theory of law,including but not limited to claims for negligence,negligent misrepresentation and breach of contract,to the lesser of the fees paid to Cardno for the Services or the maximum of insurance provided.No claim may be brought against Cardno in contract or tort more than two(2)years after the cause of action arose.Any claim,suit,demand or action brought under this Agreement shall be directed and/or asserted only against Cardno and not against any of Cardno's employees,shareholders,officers or directors.Cardno's liability with respect to any claims arising out of this Agreement shall be limited as provided herein to direct damages arising out of the performance of the Services and Cardno shall not be held responsible or liable whatsoever for any consequential damages,injury or damage incurred by the actions or inactions of the Client,including but not limited to claims for loss of use,loss of profits and loss of markets. 13. DISPUTE RESOLUTION PROCEDURES: a If requested in writing by either the Client or Cardno,the parties shall attempt to resolve any dispute between them arising out of or in connection with this Agreement by entering into a management/principal level meetingls,in an effort to seek a mutually satisfactory resolution Such a meeting shall occur within thirty(30)days from the first date of the written request for such meeting. b. If a dispute cannot be settled informally between the parties within a period of thirty(30)calendar days,the parties shall enter structured non-binding negotiations with the assistance of a mediator.The mediator shall be appointed by agreement of the parties. c. If the parties are unable to reach an acceptable resolution of the dispute,controversy,or claim through the mediation process,the parties shall have any and all rights and remedies available to it under this Agreement and any and all rights and remedies at law or in equity Cardno's right to record a lienor bond claim to prosecute a Gen or bond claim shall not be stayed,limited or delayed by the mediation process 14. ATTORNEY FEE PROVISION:With respect to any dispute relating to this Agreement,or in the event that a lien,suit,action,arbitration, mediation,or other proceeding of any nature whatsoever is instituted to interpret or enforce the provisions of this Agreement,including,without limitation,any proceeding under the U.S.Bankruptcy Code and involving issues peculiar to federal bankruptcy law or any action,suit,or proceeding seeking a declaration of rights or rescission,the prevailing party shall be entitled to recover from the losing party its reasonable attorney fees,paralegal fees,expert fees,and all other fees,costs,title reports,title guarantee reports,and expenses actually Incurred and reasonably necessary in connection therewith,as determined by the judge at trial,mediation,or other proceeding,or on any appeal or review, and all proceedings in U S Bankruptcy Court.The prevailing party shall also be entitled to reasonable attorney's fees and costs incurred in enforcing any award and/or judgment,in addition to all other amounts provided by law 15. ACCESS TO RECORDS: a. Client,or its duly authorized representatives,will have access at all reasonable times,during the performance of any the Services and for a period of two(2)years thereafter,to Cardno's books,records and all other documentation pertaining to Cardno's Services under this Agreement.Cardno shall be reimbursed for all personnel labor,materials,and copying costs incurred for any client Inspection or audit b Cardno will preserve for a period of two(2)years after completion or termination of the Services under this Agreement all documents pertaining to Cardno's Services under this Agreement 16. OWNERSHIP OF DOCUMENTS: a. All documents,in any format or media,prepared by or on behalf of Cardno in connection with the Project are instruments of service for the execution of the Project.Cardno shall retain any and all intellectual and property rights in these documents,whether or not the Project Is completed Payment to Cardno for the Services rendered and pursuant to the payment terms under this Agreement shall be a condition precedent to the Clients right to use any of the documentation prepared by Cardno.Such documents may not be used for any other purpose without the poor written agreement of Cardno.However,upon completion of the Project the Client shall have a permanent non- exclusive,royalty-free license to use any concept,product or process which is patentable or capable of trademark,produced by or resulting from the Services rendered by Cardno In connection with the Project,for the life of said Project b. In the event any of Cardno's documents are subsequently used,reused and/or modified in any respect without Cardno's involvement and oversight,the Client hereby agrees to release,indemnify and hold Cardno,its officers,employees,consultants and agents harmless from and against any claims or damages arising from the reuse or modification of said documents. c. Further,Cardno cannot guarantee the authenticity,Integrity or completeness of data files supplied in electronic format('Electronic Files"). The Client hereby agrees to release,indemnify and hold Cardno,its officers,employees,consultants and agents harmless from and against any claims or damages arising from the use of said Electronic Files.Electronic files will remain the property of Cardno,may not to be used for any purpose other than that for which they were transmitted,and are not to be retransmitted to any third party without Cardno's pnor written consent 17. ARCHIVED DATA:Client agrees to compensate Cardno for all costs associated with archiving the Project data files accumulated as a part of this Agreement These expenses shall be billed as a reimbursable expense as a part of the final invoice for the Project.Cardno agrees to store and maintain this data for a period of five(5)years.Client agrees to compensate Cardno for any future requests for retrieval or distribution of Archived Data. A2—Cardno Professional Services Agreement Page 3 of 5 P EES_MKT120151Cdy_ClmemnMurchmnght6tmalionlll2-Professional SmvmasAgnament does 2012 V1 ' 7i -des Professional Services Agreement stiapmg the Future 18. NOTICES:Any notices or written statements hereunder shall be deemed to have been given when mailed by certified or registered mail or via email,with receipt of reply,to the party entitled thereto at its address noted at the top of this Agreement or at such other latest address as it may designate in wnting to the other party for this purpose 19. ASSIGNMENT:Neither party to this Agreement shag,without the prior written consent,of the other party,which shall not be unreasonably withheld,assign the benefit or in any way transfer any claim or obligation under this Agreement or any part hereof.This Agreement shall inure to the benefit of and be binding upon the parties hereto,and except as otherwise provided herein,upon their executors,administrators,successors, and assigns 20. NONSOLICITATION: a Neither party shall knowingly solicit,recruit,hire or otherwise employ or retain the employees of the other working under this Agreement during the term of this Agreement and for one(1)year following the termination or expiration of this Agreement without the prior written consent of the other party. b. However,notwithstanding the above,this Paragraph shall not restrict the right of either party to solicit or recruit generally in the media,and shag not prohibit either party from hiring,without prior written consent,the other party's employee who answers any advertisement or who otherwise voluntarily applies for hire without having been personally solicited by the hinng party. 21. HAZARDOUS MATERIALS: a. Hazardous substances shall be defined as any chemically derived or naturally occurring substance or waste matenal reasonably considered subject to any federal or state law regulating such substances or wastes as hazardous. b Client will disclose to Cardno all known or reasonably available information regarding past uses,existing conditions,and proposed uses of the site Client will specifically identify and describe to Cardno all releases of hazardous substances known or reasonably believed to have occurred which are relevant to the services to be performed by Cardno Client will furnish any additional information requested by Cardno including but not limited to.existing reports,plans,surveys,water and soil test data,and permits issued by agencies of government.Client authorizes Cardno to use all information supplied,including incorporating the information by copying or direct reference Into reports prepared by Cardno c. For services Involving or relating to hazardous waste elements of this Agreement,it is further agreed that Client shall indemnify and hold harmless Cardno from and against damages,liabilities,costs and expenses,including but not limited to reimbursement of reasonable attorney fees arising out of or resulting from the performance of work by Cardno,or claims against Cardno arising from the work of others related to hazardous waste This release and indemnification provision extends to claims against Cardno which arise out of,are related to, or are based upon the disbursal,discharge,escape,release,or saturation of smoke,vapors,soot fumes,acids,alkalis,toxic chemicals, bguids,gases,or any other material,irritant,contaminant,or pollutant in or into the atmosphere,or on,onto,upon,In or into the surface or subsurface of(a)soil,(b)water or water courses,(c)objects,or(d)any tangible or intangible matter,whether sudden or not. d. Hazardous Waste and Hazardous Substance Transportation and Disposal:Hazardous wastes and hazardous substances,as defined by federal and state law,encountered by Cardno,shall be deemed to have been generated by and the properly of Client Cardno's discovery, excavation,handling,packaging,and storing of such wastes shall be as Client's agent and Cardno shall incur no liability whatsoever with respect to such wastes except where such liability arises out of its willful misconduct or wanton negligence.Client shall be solely responsible for selection of transporters and disposal or treatment sites.Client's EPA number shall accompany all shipments of hazardous wastes and Client shall be solely responsible for all fees,taxes,and other charges associated with hazardous wastes.In the event Client is unavailable or for any other reason fails to exercise its obligations under state and federal hazardous waste laws,Cardio is hereby authorized to act as Client's agent to the extent necessary to property manage any hazardous wastes and hazardous substances encountered during work for Client in accordance with applicable laws and regulations or in compliance with the orders of any federal,state or local agency.All such work shall be billed to Client on a time and expense basis. e. Client hereby agrees to comply with all requirements of federal,state,and local laws,regulations,and ordinances governing notifications of hazardous substance releases Immediately upon notification by Cardno that a release,threatened release,or other reportable event has occurred and that notification Is required.in the event that Client or Client's agent is unavailable to make such required report or otherwise fails to do so,Client hereby authorizes Cardno to make reports on its behalf. f. In the event of the discovery of hazardous substances of a nature or in a quantity not revealed by Client to Cardno pursuant to this agreement and referenced incorporated thereto,or any other condition rendering further work pursuant to this agreement unsafe,In violation of law,or reasonably believed to exceed the scope of work agreed to,Cardno reserves the right to suspend work and notify Client. Client agrees to negotiate In good faith with Cardno on revised terms for completion of original agreement or additional services as recommended by Cardno.Notwithstanding the outcome of such negotiations and during such negotiations Cardno shall perform services as it deems necessary to secure the site,place hazardous substances in a safe condition,and comply with applicable laws and regulations on behalf of Client and shall be compensated by Client as specified herein. 22. ATTRIBUTIONIPROMOTION:Cardno shall have the nght to include photographic or artistic representations of the design of the Project among Cardno's promotional and professional materials Cardno shall be given reasonable access to the completed Project to make such representations.However,Cardno's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised Cardno in writing of the specific information considered by the Owner to be confidential or proprietary The Owner shall provide professional credit for Cardno in the Owner's promotional matenals for the Project A2—Cardno Professonal Services Agreement Page 4 of 5 P1EES_ICn20151diy_ClermontWodisinpNmnnaNmlA2-Prdesmaid ServicceApreertmddxc 2012 V1 LT") SCardia Professional Services Agreement ing re 23. WAIVER:Failure by one party to notify the other party of a breach of any provision of this Agreement shall not constitute a waiver of any continuing breach.Failure by one party to enforce any of its rights under this Agreement shall not constitute a waiver of those nghts.The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as,or be construed to be,a waiver of any subsequent breach of the same or any other provision hereof. 24. GOVERNING LAW:The validity of this Agreement and any of its terms or provisions,as well as the rights and duties of the parties hereunder,shall be Interpreted and governed by the laws of the place of the project 25. LEGAL CONSTRUCTION:In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid or unenforceable in any respect,such invalidity or unenforceability shall not affect any other provision hereof.This Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein. 26. ENTIRE AGREEMENT:This Agreement supersedes any and all other agreements,either oral or In writing,between the parties relating to the subject matter of this Agreement and is the entire understanding and agreement related thereto.This Agreement may be amended by mutual consent of the parties in writing to be attached hereto and Incorporated herein,executed by Cardno's and the Client's respective representatives IN WITNESS WHEREOF,the parties have caused this Agreement to be executed in their respective names by their duly authorized representatives Cardno,Inc City of Clermont By a._J l . - paor�uBY /i Print Name• Richard T Bowers,Jr. Pnnt Name: h Title. Principal Title: • a A2—Cardno Professional Services Agreement Page 5 of 5 P ZEES YKT120151City__ClannonflRnohasinginfamelcMVi2 Professional Services Apreemsddaa 2012 VI (.1� Cardno` Professional Services Agreement Shaping the fUu,re EXHIBIT A — SCOPE OF SERVICES Cardno Project ID:(Project ID] This Exhibit details the Services,Schedule,Contract Price,Additional Conditions and Additional Attachments forming part of the Professional Services Agreement dated December 18,2015. Services:Cardno shall perform the following Services(hereafter'Services") See included Tab F(Cost of Software)and Tab G(Additional Information) Est.Time Commencement Date January 4,2016 Estimated Completion Date: January 31,2018 Contract Price: Subject to the terms of the Professional Services Agreement,dated December 18,2015,and below,Client will compensate Cardno as follows. Invoices will be prepared and sent to the City at the end of the month with payment expected within 30 days upon receipt Invoicing will be based on project percent complete The invoices will include the Purchase Order number and a summary of the work completed. Unless otherwise noted,the fees in this agreement do not include any value added,sales,or other taxes that may be applied by any government entity on fees for services.Such taxes will be added to all invoices as required. Where the Services or services conditions change,Cardno shall submit to the Client in a timely manner,documentation of the revisions to Exhibit'A' adjusting the Contract Services Time and Price as required. Unless otherwise specified,charges for services are based on Cardno's ('Rate Schedule°).The Rate Schedule is subject to escalation from time to time. Cost Estimate:Any opinion of costs of construction prepared by Cardno is supplied only for the general guidance of the Client Cardno has no control over the cost of labor,materials,equipment or services furnished by others,or over contractors'methods of determining prices,or other competitive bidding or market conditions.Cardno's preparation of Cost Estimates are made on the basis of Cardno's experience and judgment and are Cardno's opinion of the cost of construction and not a guarantee of the accuracy of such opinion as compared to contract bids or actual costs to Client Cardno does not warrant that bids or ultimate construction costs will not vary from its opinion of cost estimates. Reimbursable Expenses:As contemplated throughout this Agreement,Reimbursable Expenses are an obligation of the Client and such Reimbursable Expenses will be included on the Invoices issued to Client per the Cardno fee schedule. Additional Attachments:The following additional attachments shall be read in conjunction with and constitute part of this Agreement A2—Cardno Professional Services Agreement Page 1 of 1 P<EIES_MKT120151Qry CktnnolPumlnuIngInforrnallorM2 Prafennotiel Services Apreei .docx 2012 VI CITY OF CLERMONT, FLORIDA d.: Asset Management Software I RFP#15-036 CLE NT OdudW pb. Tab F Cost of Software The following table illustrates the City's selected Named Product(Concurrent User) Lucity software licensing option. The Named User(Concurrent User)option requires Annual Support and Maintenance Fees. Support and Maintenance Fees are locked in for a period of five years for the current Lucity solution selections. The following Software Cost table does not include Implementation Services Costs or hardware. Named Product(Concurrent User) Unit License Fees Software Licensing Lucity Solution Site(1) Seat(2) Install (3) Quantity Unit Total Fee Work Management $ 50,000.00 $ 2,000.00 N/A 10 Seat $ 20,000.00 GIS Desktop $ 15,000.00 $ 2,000.00 N/A 1 Seat $ 2,000.00 GIS Web $ 5,000.00 N/A N/A 1 Site $ 5,000.00 Asset Management $ 25,000.00 $ 2,000.00 N/A 5 Seat $ 10,000.00 Mobile $ 25,000.00 N/A $ 1,200.00 6 Install $ 7,200.00 Sub-Total $ 44,200.00 TOTAL $44,200.00 Support&Maintenance(Year 1) $ 8,840.00 Notes A"Site" license provides unlimited number of Seat or Install licenses. The number of"Seat" licenses determines maximum number of concurrent users. Mobile solution is licensed per number of"Installs" (i.e. installations)on mobile devices. Year 1 fee basis for Support&Maintenance is twenty percent(20%)of non-discounted total of software license fees. Year 1 is the twelve(12) months following software installation. Support and Maintenance Fees are locked in for a period of five years for the current Lucity solution selections listed above. Fees in subsequent years for the selections listed above are subject to an annual increase of two and one-half percent(2.5%). Should the City decide to purchase additional seats or products,Support and Maintenance on the additional selections will be administered at the standard twenty percent(20%)of the non-discounted total of software license fees for the additional selections and are subject to an annual increase of two and one-half percent(2.5%). Request for Proposal No. 15-036 I NOVEMBER 19, 2015 (r, c/no' CITY OF CLERMONT, FLORIDA d; Asset Management Software I RFP#15-036 CLE NT amw . Implementation Services Cost The following table presents the Cardno/Lucity implementation services fees. The City has decided to move forward with Phase One (Business Case Evaluation, Software Purchase and Preliminary Workshops). Phase Two (Water Production and Wastewater Treatment) and Phase Three (Water Distribution and Wastewater Collection) Implementation Services costs are presented as a cumulative, not to exceed amount of$500,000. Actual implementation services fees for Phase One and Phase Two will be determined as a result of the Business Case Evaluation performed in Phase One. Task Fee Lucity Implementation Services— Phase One (Business Case Evaluation, Software Purchase and Preliminary $75,448.00 Workshops)(1) Lucity Implementation Services— Phase Two (Water Production and Wastewater Treatment)(2) Not to Exceed $500,000.00 Lucity Implementation Services— Phase Three (Water Distribution and Wastewater Collection) (2) Notes (1) Does not include software purchase fees. (2)Actual fees will be determined based on an agreed upon Statement of Work and level of City Core Team involvement with tasks such as software configuration, asset inventory, warehouse inventory, interface development, GIS integration, etc. Request for Proposal No. 15-036 I NOVEMBER 19, 2015 (..r) Ga no' CITY OF CLERMONT, FLORIDA ; Asset Management Software I RFP#15-036 CLER ONT amdoh. . Tab G Additional Information i. Cardno will comply with all the applicable provisions in the RFP, including the statement of work and proposed sales contract below. Phase One—Business Case Evaluation, Software Purchase and Preliminary Workshops Task 1 —Business Case Evaluation The first stage in a project development and implementation strategy is a needs assessment (also described as an 'environmental scan'). A needs assessment often starts with an analysis of the existing process to identify any shortcomings and areas that could be improved. What are you currently doing?What do you want to improve?What do your stakeholders expect of you? How do your management and your staff feel about implementing new technology? Can new technology meet your identified needs and expectations? The I-Team interviews key City staff, on-site, for 2 weeks gathering information on the following to assess and prepare a general road map document for the Department's Lucity implementation: > Legacy system data migration or interface(s) (ex., Human Resources, Customer Service, Procurement, etc.) > GIS data migration, interface and integration > Existing business processes and workflows for plant and field operations & maintenance, capital improvement projects, customer complaints, purchasing, warehouse check-in/check-out or others relevant to the Department > Warehouse inventory > Core team capabilities and responsibilities > Configuration and workflow workshop and testing requirements > Management reporting requirements (ex., AWWA Benchmarks, crew productivity, director's dashboard, utility risk factor, etc.) > Training requirements > System testing requirements > Rollout and post go-live support requirements After the interviews and data gathering activities, Cardno assesses the data provided by the City and prepares an implementation plan. This plan includes project resources(City and Implementer), approach and scope, implementation elements, communication protocols, invoicing, change management, a detailed project schedule including key milestones and sample agendas, issues worksheet and other important project documentation. The plan identifies resources required to meet each milestone. This plan may further evolve during the Project lifecycle as needed in order to reflect any significant changes in the Implementation Plan. An initial project timeline, which includes scope of work assumptions as requested in your RFP, is included in this response. DELIVERABLE: Project Implementation Plan and Schedule Request for Proposal No. 15-036 I JULY 23, 2015 ( ) Camino' CITY OF CLERMONT, FLORIDA Asset Management Software I RFP#15-036 CLE NT asks of Mergers Task 2—Software Purchase Based on information gathered during the Business Case Evaluation, the City purchases the appropriate type and quantity of Lucity licenses. Essentially, Lucity offers three licensing options: > Option A—Concurrent User(with Site and Seat options) > Option B1 — Named User (Hosted by Lucity) > Option B2—Named User(Hosted by City) See Tab F for Software Costs and Implementation Services Costs DELIVERABLE: Lucity Software Task 3— Preliminary Workshops The I-Team performs the functions necessary to assist Core Team to transition from the City's existing information bases and business processes to develop a Lucity configuration that is consistent across Departmental and Divisional lines. This includes facilitating a series of workshops to help understand configuration options available within Lucity as well as the association between the City's defined business workflows and Lucity. The I-Team assumes that the Core Team represents the affected City business function entities and that a single configuration applies Department-wide. The I-Team's approach to the City's Lucity configuration emphasizes careful consideration of Divisional asset hierarchies and how they integrate with City business processes and workflows. Accounts, processes, asset classes, asset types and parent/child asset relationships provide the foundation for the Lucity system configuration. The I-Team provides hands-on instruction to the Core Team in the use of the application during structured multi-day workshops, and provides assistance through practical examples to help the Core Team make informed configuration decisions. The I-Team develops methodologies and procedures to guide the Core Team in documenting existing business procedures as well as identifying improvements and/or process changes required to use Lucity"as is". The I-Team provides recommendations for process improvements at this time. This information serves as the foundation for the system configuration. The schedule allocates time between workshops for the Core Team to evaluate configuration options (as needed), discuss business issues with management, and collect/generate data and code values for entry into the database. The City uses this time to draft documentation of business processes for management review and acceptance if these do not already exist. The I-Team conducts a Core Team Orientation Session as the initial workshop. Objectives of this hands-on session include familiarizing the Core Team with how to navigate within the Lucity application, system interface capabilities, functional knowledge of specific Lucity modules, and an overall understanding of the configuration process. We also propose two Configuration Workshops that address the relevant application subsystems (Assets and Administration). The I-Team facilitates these configuration workshops for the Core Team. The I-Team assumes that the Core Team enters all configuration data with I-Team assistance as needed. Through this process, the Core Team becomes very familiar with the application's functionality, configurability, and the association of Lucity with City business processes. A master list of configurable items guides, manages, and tracks status of the process. Cardno suggests that Core Team members from Water Production and Wastewater Treatment as well as Water Distribution and Wastewater Collection attend the preliminary workshops to Request for Proposal No. 15-036 I JULY 23, 2015 ( lnacarting"- Shaping uawOIM CITY OF CLERMONT, FLORIDA c Asset Management Software I RFP#15-036 CLERWONT QdodUnyius make sure the initial software configuration occurs with consistency across the Divisions. DELIVERABLE: Phase One Core Team Orientation Session DELIVERABLE: Two (2) Phase One Configuration Workshops Phase Two—Water Production and Wastewater Treatment Task 1 —Software Configuration The I-Team continues performing the functions necessary to assist Core Team to transition from the City's existing information bases and business processes to develop a Lucity configuration that is consistent across Departmental and Divisional lines. This includes facilitating a series of workshops to help understand configuration options available within Lucity as well as the association between the City's defined business workflows and Lucity. The I-Team assumes that the Core Team represents the affected City business function entities and that a single configuration applies Department-wide. This is especially important since the Water Distribution and Wastewater Collection Divisions comprise Phase Three of the Lucity implementation project. We propose two Configuration Workshops that address the relevant application subsystems (Resource, Accounting; Maintenance, Customer Service, Timekeeping; Inventory Management). The I-Team facilitates these configuration workshops for the Core Team. The I-Team assumes that the Core Team enters all configuration data with I-Team assistance as needed. Through this process, the Core Team becomes very familiar with the application's functionality, configurability, and the association of Lucity with City business processes. A master list of configurable items guides, manages, and tracks status of the process. Following completion of the application configuration workshops, the I-Team and Core Team jointly develop and test business workflow scenarios to validate that the configured software meets the City's stated business. We propose two workflows workshop to implement this process. The I-Team facilitates the workflow development by providing previous Lucity implementation experiences and examples, if needed. A list of required workflows develops as a result. The Core Team develops the workflows and the I-Team provides support as needed. The I-Team assists the Core Team in testing the project business workflows. If required, software configuration changes occur during these workshops to match the business requirements with the Lucity application. DELIVERABLE: Two (2) Phase Two Configuration Workshops DELIVERABLE: Two (2) Phase Two Workflow Workshop DELIVERABLE: Phase Two Lucity Configurable Items Summary Task 2— Data Conversion and Migration The I-Team facilitates a Data Migration Requirements Workshop for the Core Team to determine the City's specific Lucity data requirements. The I-Team develops subsequent functional and technical documentation and provides assistance to the City for updating its Lucity interfaces. The City develops any new and/or modifies any existing system interfaces based on the functional and technical documentation with I-Team's assistance as-needed. The I-Team is responsible for extracting and importing data out of and into Lucity as well as external applications. The I-Team plans and leads the data mapping and data conversion effort from legacy Water Production and Wastewater Treatment data sources to the current Water Production and Wastewater Treatment Lucity database. The I-Team facilitates a Data Migration Requirements Workshop for the Core Team Request for Proposal No. 15-036 ( J JULY 23, 2015 no' CITY OF CLERMONT, FLORIDA ; Asset Management Software I RFP#15-036 CLE NT QdudUnRb„ to determine the City's specific data requirements. Based on the workshop findings, the I-Team develops a Data Migration Plan that clearly defines the set of data sources and the associated migration/conversion requirements. The City is responsible for ensuring the completeness and integrity of the inbound data. The I-Team & Core Team maps this data to the appropriate Lucity tables and develops data loading scripts to migrate the data from a Data Collection Tool to the Lucity development database. The I-Team and Core Team test the set of data loading scripts to ensure they perform in accordance with the mapping. The Core Team reviews the data migration plan, the detailed data mapping, and the migrated data during testing to ensure that the scripts function as expected. Once the I-Team and Core Team are satisfied that the scripts function as expected, the scripts are set aside until needed for final migration before Rollout. The I-Team assists the City in running the scripts just prior to the System Rollout. The foundation for a sound Lucity asset registry(assets and associated specifications)starts with quality data. The Core Team scrubs and normalizes data from a variety of sources, both digital and hardcopy, prior to final migration. Data scrubbing and normalization involves reviewing existing databases to make sure: > Duplicate records are eliminated > Unused or unwanted fields are eliminated > Wanted database fields are fully populated > Data is entered in a consistent manner - Upper-lower case, all upper case, etc. - Unit abbreviations (RPM, GPD, kWh, etc.) It has been our experience with previous asset management system implementations that often times, legacy data sources are incomplete. It may be necessary for the City to consider updating its asset registry with an updated asset inventory. Additional considerations include implementing an asset tagging program with unique asset identification numbers that can be linked back to Lucity for streamlined asset identification in the field. DELIVERABLE: Phase Two Data Migration Requirements Workshop DELIVERABLE: Phase Two Data Migration Plan (Scope Definition, Mapping, and Script Summary) DELIVERABLE: Phase Two Asset and Equipment Data Loaded and Verified Task 3-System Interface Services The I-Team facilitates an Interface Requirements Workshop for the Core Team to determine the City's specific interface requirements, including Human Resources, Purchasing, Inventory and SCADA. The I-Team develops subsequent functional and technical documentation and provides assistance to the City for updating its Lucity interfaces. The City develops any new and/or modifies any existing system interfaces based on the functional and technical documentation with I-Team's assistance as-needed. The I-Team is responsible for extracting and importing data out of and into Lucity as well as external applications. DELIVERABLE: Phase Two Interface Requirements Workshop DELIVERABLE: Phase Two Interface Functional and Technical Requirements DELIVERABLE: Phase Two Interfaces Oversight Completed, Installed, and Tested Request for Proposal No. 15-036 I JULY 23, 2015 ( ) no' CITY OF CLERMONT, FLORIDA et: Asset Management Software I RFP#15-036 CLERNT Ocbd.aW. Task 4— Reporting The I-Team leads the development of each Division's top ten highest priority reports. Initially, the (- Team conducts a workshop to review standard Lucity reports along with an evaluation of the standard reports with the Core Team and Sponsors. The I-Team also presents additional go-by reports and key performance indicators for discussion. A list of desired management reports, standard queries and saved searches results from the workshops and discussions. Additionally, the I-Team reviews the report data requirements and sources (e.g. Lucity, other legacy systems)with the Core Team and Sponsors. The I-Team documents the desired management reports, standard queries and saved searches along with the report's functional and technical specifications for each desired report. The documentation provides programming guidance for current and future report development. DELIVERABLE: Phase Two Reporting Workshop DELIVERABLE: Phase Two Reporting Functional and Technical Requirements DELIVERABLE: Phase Two Reports Oversight Completed, Installed, and Tested Task 5—System Testing The I-Team supports final system testing prior to moving the Lucity software into production. The (- Team develops a System Test Plan, which utilizes the workflow scenarios provided by the Core Team for software configuration validation and extends these to include testing scenarios for the external interfaces. The Core Team provides the workflow scenarios for the interface functionality. The plan enables a comprehensive "City-integrated" business oriented test of Lucity. The City reviews and approves the test plan prior to execution. The I-Team provides support during the testing period to assist the Core Team's testing efforts of the integrated workflow scenarios. The I-Team's approach to System Testing stresses specific milestones be reach prior to testing. Finalized data migration, interface development and report development are vital to performing a comprehensive, integrated system test. The project schedule specifically notes these milestones as they play an important role to system testing and verification. DELIVERABLE: Phase Two System Test Plan DELIVERABLE: Phase Two System Tested and Verified Task 6—Training Effective functional and technical training is extremely critical to the success of any software implementation project. The I-Team's Lucity implementation methodology considers this by addressing a combination of Technical and End User training to support this key activity. The first step in the training process is to develop an Education Plan. This activity requires the I-Team & Core Team, regarding the target user community, to determine course requirements, course content, course durations, required attendees (for each course), training sequence, and training schedule using a standard approach. The I-Team and Core Team collect and organize the detailed information needed to ensure each end-user receives "just enough training,just in time". The I-Team documents all of this information in the project Education Plan and submits it to the Core Team for approval and scheduling. The second step in the training program is Technical Training. The I-Team provides three days of Request for Proposal No. 15-036 I JULY 23, 2015 CI, Ca no' CITY OF CLERMONT, FLORIDA Asset Management Software I RFP#15-036 CLE %ft System Administration training at a City training facility for a maximum of three to four key staff(this is really a review of the items learned throughout the project). This training enables the City to support the Core Team in configuration work during the workshop phase and provide ongoing configuration support to the user community after go-live. The final step in the training program is End User Functional Training. The I-Team provides Train the Trainer(T3)training for a selected team of City trainers at a City training facility. This cost-effective training approach trains City trainers in the Lucity application and shows them how to teach Lucity to end users. These services consist of detailed application training to the appropriate T3 instructors covering the Lucity Asset, Resource, Administration, Accounting, Maintenance, Customer Service, and Inventory Management functions using City-provided work processes as a training basis. Trainers observe and comment on an initial training session taught by the City's trainers in order to provide constructive feedback on their training delivery. DELIVERABLE: Phase Two Education Plan DELIVERABLE: Phase Two System Administration Training DELIVERABLE: Phase Two Train-the-Trainer(T3) Functional Training Task 7—System Rollout Support The I-Team develops the system cutover plan and oversees the cutover to a production environment. Lucity moves to production after the City completes the system configuration, data loading, workflow and interface testing, training and final checklist. The I-Team supports the system Rollout by verifying the production environment and final system configuration. The I-Team provides resources to support these pre-"Go Live" activities and provides field coaching during the critical days following when end users begin using the new business application and processes. The I-Team provides a "Go-Live" checklist to help the City prepare for the rollout event. DELIVERABLE: Phase Two System Cutover Plan with Go-Live Checklist DELIVERABLE: Phase Two Post Go-Live Support Phase Three—Water Distribution and Wastewater Collection Task 1 —Software Configuration The I-Team continues performing the functions necessary to assist Core Team to transition from the City's existing information bases and business processes to develop a Lucity configuration that is consistent across Departmental and Divisional lines. This includes facilitating a series of workshops to help understand configuration options available within Lucity as well as the association between the City's defined business workflows and Lucity. The I-Team assumes that the Core Team represents the affected City business function entities and that a single configuration applies Department-wide. This is especially important since the Water Production and Wastewater Treatment Divisions comprise Phase Two of the Lucity implementation project. We propose two Configuration Workshops that address the relevant application subsystems (Resource, Accounting; Maintenance, Customer Service, Timekeeping; Inventory Management; GIS). The I-Team facilitates these configuration workshops for the Core Team. The I-Team assumes that the Core Team enters all configuration data with I-Team assistance as needed. Through this process, the Core Team becomes very familiar with the application's functionality, configurability, and the association of Lucity with City business processes. A master list of configurable items guides, manages, and tracks status of Request for Proposal No. 15-036 I JULY 23, 2015 ( nd) no' CITY OF CLERMONT, FLORIDA Asset Management Software I RFP#15-036 CLE NT Oda dOunpin the process. Following completion of the application configuration workshops, the I-Team and Core Team jointly develop and test business workflow scenarios to validate that the configured software meets the City's stated business. We propose two workflow workshops to implement this process. The I-Team facilitates the workflow development by providing previous Lucity implementation experiences and examples, if needed. A list of required workflows develops as a result. The Core Team develops the workflows and the I-Team provides support as needed. The I-Team assists the Core Team in testing the project business workflows. If required, software configuration changes occur during these workshops to match the business requirements with the Lucity application. DELIVERABLE: Two (2) Phase Three Configuration Workshops DELIVERABLE: Two (2) Phase Three Workflow Workshop DELIVERABLE: Phase Three Lucity Configurable Items Summary Task 2- Data Conversion and Migration The I-Team plans and leads the data mapping and data conversion effort from legacy Water Distribution and Wastewater Collection data sources to the current Water Distribution and Wastewater Collection Lucity database. The I-Team facilitates a Data Migration Requirements Workshop for the Core Team to determine the City's specific data requirements. Based on the workshop findings, the (- Team develops a Data Migration Plan that clearly defines the set of data sources and the associated migration/conversion requirements. The City is responsible for ensuring the completeness and integrity of the inbound data. The I-Team & Core Team maps this data to the appropriate Lucity tables and develops data loading scripts to migrate the data from a Data Collection Tool to the Lucity development database. The I-Team and Core Team test the set of data loading scripts to ensure they perform in accordance with the mapping. The Core Team reviews the data migration plan, the detailed data mapping, and the migrated data during testing to ensure that the scripts function as expected. Once the I-Team and Core Team are satisfied that the scripts function as expected, the scripts are set aside until needed for final migration before Rollout. The I-Team assists the City in running the scripts just prior to the System Rollout. The foundation for a sound Lucity asset registry(assets and associated specifications)starts with quality data. The Core Team scrubs and normalizes data from a variety of sources, both digital and hardcopy, prior to final migration. Data scrubbing and normalization involves reviewing existing databases to make sure: > Duplicate records are eliminated > Unused or unwanted fields are eliminated > Wanted database fields are fully populated > Data is entered in a consistent manner - Upper-lower case, all upper case, etc. - Unit abbreviations (RPM, GPD, kWh, etc.) It has been our experience with previous asset management system implementations that often times, legacy data sources are incomplete. It may be necessary for the City to consider updating its asset registry with an updated asset inventory. Additional considerations include implementing as asset tagging program with unique asset identification numbers that can be linked back to Lucity^ for Request for Proposal No. 15-036 I JULY 23, 2015 ( I no' CITY OF CLERMONT, FLORIDA Asset Management Software I RFP#15-036 NT Oda.of Chompbs streamlined asset identification in the field. DELIVERABLE: Phase Three Data Migration Requirements Workshop DELIVERABLE: Phase Three Data Migration Plan (Scope Definition, Mapping, and Script Summary) DELIVERABLE: Phase Three Asset and Equipment Data Loaded and Verified Task 3—System Interface Services The I-Team facilitates an Interface Requirements Workshop for the Core Team to determine the City's specific interface requirements, including Human Resources, Purchasing, Inventory, and SCADA. The I-Team develops subsequent functional and technical documentation and provides assistance to the City for updating its Lucity interfaces. The City develops any new and/or modifies any existing system interfaces based on the functional and technical documentation with I-Team's assistance as-needed. The I-Team is responsible for extracting and importing data out of and into Lucity as well as external applications. DELIVERABLE: Phase Three Interface Requirements Workshop DELIVERABLE: Phase Three Interface Functional and Technical Requirements DELIVERABLE: Phase Three Interfaces Oversight Completed, Installed, and Tested Task 4—GIS Integration and Interface Services Lucity's GIS integration provides for two-way navigation between Lucity and GIS. This real-time integration enables the use of spatial selects and mapped assets to perform maintenance activities such as creating work orders and viewing asset history from the GIS map viewer. Implementation of this integration requires GIS configuration software (provided by Lucky)and appropriate implementation services. The I-Team oversees the installation, configuration, and testing of the GIS solution on the appropriate City server. The City is responsible for installing, operating, maintaining, and configuring the ESRI GIS software or as needed by the I-Team. The I-Team reviews the City's existing GIS geodatabase schema and topology to make sure it maps properly to the Core Team's agree-upon Lucity asset hierarchy and workflow requirements. Should any GIS geodatabase schema or topology be required, the I-Team documents them in the Data Migration Plan. Additionally, the I-Team oversees the implementation of Lucity's GIS data interface based on the City's requirements. Included in these tasks are development of functional requirements, technical specifications, and the interface software. DELIVERABLE: Lucity GIS Interface Installed and Configured Task 5— Reporting The I-Team leads the development of each Division's top ten highest priority reports. Initially, the (- Team conducts a workshop to review standard Lucity reports along with an evaluation of the standard reports with the Core Team and Sponsors. The I-Team also presents additional go-by reports and key performance indicators for discussion. A list of desired management reports, standard queries and saved searches results from the workshops and discussions. Additionally, the I-Team reviews the report data requirements and sources (e.g. Lucity, other legacy systems)with the Core Team and Sponsors. The I-Team documentsenthe desired Request for Proposal No. 15-036 I JULY 23, 2015 l Cain° Shaping the Fat= CITY OF CLERMONT, FLORIDA _.. .....4. Asset Management Software I RFP#15-036 C management reports, standard queries and saved searches along with the report's functional and technical specifications for each desired report. The documentation provides programming guidance for current and future report development. DELIVERABLE: Phase Three Reporting Requirements Workshop DELIVERABLE: Phase Three Reporting Functional and Technical Requirements DELIVERABLE: Phase Three Reports Oversight Completed, Installed, and Tested Task 6—System Testing The I-Team supports final system testing prior to moving the Lucity software into production. The (- Team develops a System Test Plan, which utilizes the workflow scenarios provided by the Core Team for software configuration validation and extends these to include testing scenarios for the external interfaces. The Core Team provides the workflow scenarios for the interface functionality. The plan enables a comprehensive "City-integrated" business oriented test of Lucity. The City reviews and approves the test plan prior to execution. The I-Team provides support during the testing period to assist the Core Team's testing efforts of the integrated workflow scenarios. The I-Team's approach to System Testing stresses specific milestones be reach prior to testing. Finalized data migration, interface development and report development are vital to performing a comprehensive, integrated system test. The project schedule specifically notes these milestones as they play an important role to system testing and verification. DELIVERABLE: Phase Three System Test Plan DELIVERABLE: Phase Three System Tested and Verified Task 7—Training Effective functional and technical training is extremely critical to the success of any software implementation project. The I-Team's Lucity implementation methodology considers this by addressing a combination of Technical and End User training to support this key activity. The first step in the training process is to develop an Education Plan. This activity requires the I-Team &Core Team, regarding the target user community, to determine course requirements, course content, course durations, required attendees(for each course), training sequence, and training schedule using a standard approach. The I-Team and Core Team collect and organize the detailed information needed to ensure each end-user receives "just enough training,just in time". The I-Team documents all of this information in the project Education Plan and submits it to the Core Team for approval and scheduling. The second step in the training program is Technical Training. The I-Team provides three days of System Administration training at a City training facility for a maximum of three to four key staff(this is really a review of the items learned throughout the project). This training enables the City to support the Core Team in configuration work during the workshop phase and provide ongoing configuration support to the user community after go-live. The final step in the training program is End User functional training. The I-Team provides Train the Trainer(T3)training for a selected team of City trainers at a City training facility. This cost-effective training approach trains City trainers in the Lucity application and shows them how to teach Lucity to end users. These services consist of detailed application training to the appropriate T3 instructors Request for Proposal No. 15-036 �^JULY 23, 2015 l Camino. seam the Future CITY OF CLERMONT, FLORIDA Asset Management Software I RFP#15-036 CLE NT ...,:s.,..,,,.. covering the Lucity Asset, Resource, Administration, Accounting, Maintenance, Customer Service, Inventory Management and GIS functions using City-provided work processes as a training basis. Trainers observe and comment on an initial training session taught by the City's trainers in order to provide constructive feedback on their training delivery. DELIVERABLE: Phase Three Education Plan DELIVERABLE: Phase Three System Administration Training DELIVERABLE: Phase Three Train-the-Trainer(T3) Functional Training Task 8—System Rollout Support The I-Team develops the system cutover plan and oversees the cutover to a production environment. Lucity moves to production after the City completes the system configuration, data loading, workflow and interface testing, training and final checklist. The I-Team supports the system Rollout by verifying the production environment and final system configuration. The I-Team provides resources to support these pre-"Go Live" activities and provides field coaching during the critical days following when end users begin using the new business application and processes. The I-Team provides a "Go-Live" checklist to help the City prepare for the rollout event. DELIVERABLE: Phase Three System Cutover Plan with Go-Live Checklist DELIVERABLE: Phase Three Post Go-Live Support I. Summary The I-Team has provided specific information for implementation of Lucity, inclusive of migrating, interfacing, or integrating the City's existing data and legacy systems. The I-Team and the Core Team proceed with this project upon receipt of the City's formal Notice to Proceed, which takes the form of an executed Statement of Work (SoW), supported by a Consulting Services Agreement(CSA). The SoW prescribes the scope of the project and the responsibilities of the parties, including the I-Team, as well as the City. When the I-Team's Project Manager becomes aware of a Change in Scope with the project, he discusses this with the City's Project Manager to obtain clarity, and then documents the Change Order. Both organizations sign the Change Order, which clearly outlines the new scope, its reasoning as well its impact on Schedule, Deliverables, Milestones, Cost and/or Resources. Work commences according to adjusted project plan only when the I-Team receives the City's fully executed Change Order. Cardno will comply with all the applicable provisions in RFP No. 15-036—Asset Management Software. CONTRACT TERMS &CONDITIONS (from RFP No. 15-036. Section E) 1 —MODIFICATIONS/WITHDRAWALS OF SUBMITTALS Prior to the solicitation due date, a respondent may change its response by submitting a new response with a modification letter replacing the original response. The modification letter must be on the company's letter head and signed by an authorized agent of the company. Modifications received after the response due date and time will not be considered. A solicitation may be withdrawn at any time prior to the solicitation due date by issuing a written notice. The written notice must be addressed to and received by the Purchasing Director, prior to the solicitation due date. A solicitation may also be withdrawn after the solicitation due date but before recommendation of award, by submitting a withdrawal letter to the Purchasing Director. The withdrawal letter must be on a company letterhead, Request for Proposal No. 15-036 I JULY 23, 2015 C.) ono' CITY OF CLERMONT, FLORIDA Se Asset Management Software I RFP#15-036 C-0 NT OmdO�r.po. signed by an authorized agent of the company, and address the reason(s)for the withdrawal after the solicitation due date. The City may, at its sole discretion, accept or deny any modification or withdrawal request. 2— RESPONSE POSTPONEMENT/CANCELLATION /REJECTION The City may, at its sole discretion, reject any and all, or parts of any and all, responses; re-advertise this solicitation; postpone or cancel, at any time, this response process; or waive any irregularities in the solicitation or in any responses received as a result of this solicitation. 3— EXCEPTIONS TO SOLICITATION Respondents must clearly indicate any exceptions they wish to make to any of the terms in this solicitation, and outline what alternative is being offered. The City, after completing evaluations, may accept or reject the exceptions. In cases in which the exceptions are rejected, the City may require the respondent to furnish the services or goods originally described, or negotiate an alternative acceptable to the City. 4—CHANGE ORDERS No oral statement of any person shall modify or otherwise change, or affect the terms, conditions or specifications stated in the resulting contract. All change orders to the contract will be made on writing by the City of Clermont. 5—ADDENDA Any interpretations, corrections, or changes to this solicitation will be made by addenda. Sole issuing authority shall be vested in the City of Clermont Purchasing Department. Addenda will be sent to all who are known to have received a copy of this solicitation. If the addenda contain changes to the specification or solicitation form, prospective respondents shall acknowledge receipt of all addenda or they will be declared non-responsive. 6—CONFLICTS WITHIN THE SOLICITATION Where there appears to be a conflict between documents, the order of precedence shall be as follows: 1. Any agreement or contract resulting from the award of this solicitation (if applicable). 2. Addenda released for this solicitation, with the latest addendum taking precedence. 3. The solicitation. 4. The awardees' response. It is incumbent upon the vendor to identify such conflicts to the designated purchasing representative prior to the response due date. 7—MISTAKES Respondents are cautioned to examine all specifications, drawings, delivery instructions, unit prices, extensions, and all other special conditions pertaining to the solicitation. Failure of the respondent to examine all pertinent documents shall not entitle them to any relief from the conditions imposed in the contract. In case of mistakes in extension, the unit price shall govern. Multiplication or addition errors are deemed clerical errors and shall be corrected by the City. Request for Proposal No. 15-036 I JULY 23, 2015 ) C9rgin°. Mme Ware CITY OF CLERMONT, FLORIDA - Asset Management Software I RFP#15-036 LER NT 8— PAYMENT TERMS AND DISCOUNT Payment will be made by the City after commodities/services have been received, accepted and properly invoiced as indicated in contract and/or purchase order. Invoices must bear the purchase order, contract number, or both when available, and shall be submitted to the ordering department. Payment terms will be considered to be Net-30 days after the date of satisfactory delivery at the place of acceptance and receipt of correct invoice at the office specified. If a contractor offers a discount, it is understood that the discount time will be computed from the date of satisfactory delivery, at the place of acceptance, and receipt of correct invoice at the office specified. 9— DELIVERY Delivery time shall be calculated in calendar days from the issuance date of purchase order. Unless otherwise stipulated in the contract, delivery time shall be between 9:00 a.m. and 4:00 p.m. Eastern Standard Time, Monday through Friday except City Holidays. However, goods' required for daily consumption, or where the delivery is an emergency, or is overdue, the convenience of the City shall govern. If, in calculating the number of calendar days from the purchase order date, the delivery falls on a Saturday, Sunday, or City Holiday, delivery shall be made no later than the next business day. Unless otherwise specified in the solicitation, all prices shall be F.O.B. Destination. Freight shall be included in the price. Substitution of shipments of any kind will not be accepted. Respondents are expected to furnish the brand quoted in their response once awarded. Any substitute shipment will be returned at the respondent's expense. 10—INSPECTION &ACCEPTANCE OF TITLE Inspection and acceptance will be at destination unless otherwise provided in this solicitation. Title to/or risk of loss, or damage to all items, shall be the responsibility of the successful respondent until acceptance by the buyer/department. 11 —PACKAGING Unless otherwise stated in the Special Provisions, Pricing Section or Addenda, deliveries must consist only of new and unused goods and shall be the current standard production model available at the time of the response due date. The goods must be suitably packaged for shipment by common carrier. Each container or multiple units or items shall bear a label, imprint, or other legible markings stating the name of the manufacturer or supplier, purchase order number, and any other markings required by the specifications. 12—SAMPLES Samples or inspection of product, may be requested to determine suitability after the solicitation due date and should be received within seven (7)working days of request. Samples of items, when required, must be furnished free of expense to the City. Samples, if not destroyed, will be returned upon request at the respondent's expense. Respondents will be responsible for the removal of all samples furnished within thirty(30)days after solicitation due date. All samples will be disposed of after thirty (30)days. 13—QUALITY All materials used for the manufacture or construction of any supplies, materials or equipment covered by this solicitation shall be new. The items must be new, latest model, of the best quality, and highest grade workmanship. Request for Proposal No. 15-036 I JULY 23, 2015 CI) Camino' CITY OF CLERMONT, FLORIDA Asset Management Software I RFP#15-036 Ca • OdudOvnycrr 14—NON-CONFORMANCE Items may be tested for compliance with specifications. Item delivered, not conforming to specifications may be rejected and returned at respondent's expense. These items and items not delivered, as per delivery date in response or purchase order, may be purchased on the open market. Any increase in cost may be charged against the respondent. Any violation may result in respondent's name being removed from the vendor registration list and/or departments being advised not to do business with the respondent. 15—TAXES The City of Clermont is exempt from Federal Excise and Florida Sales taxes on direct purchase of tangible property. Successful respondent shall pay all applicable sales, consumer, land use, or other similar taxes required by law. The respondent is responsible for reviewing the pertinent Florida Statutes involving the sales tax and complying with all requirements. 16—CONTINGENCY FEES By submitting a response to this solicitation, the respondent certifies that no contingency fees (sometimes known as finder's fee) has been paid to any person or organization other than bona-fide employee working solely for the respondent to secure a contract pursuant to this solicitation. Violation of this policy may result in termination of any resultant contract and/or possible debarment. 17—OTHER GOVERNMENTAL ENTITIES With the consent of the respondent, other governmental entities may make purchases in accordance with the contract. Such purchases shall be governed by the same terms and conditions as stated herein. Prices shall be F.O.B. delivered to the requesting government entity. 18—PUBLIC RECORDS Florida law provides that municipal records shall at all times be open for personal inspection by any person. Respondents are hereby notified that all information submitted as part of a response to this solicitation will be subject for public inspection upon award in compliance with Chapter 119.01, Florida Statutes. The respondent should not submit any information in response to this solicitation which the respondent considers proprietary or confidential. The submission of any information to the City, in connection with this solicitation, shall be deemed conclusively to be a waiver of any protection from release of the submitted information unless such information is exempt, or confidential, under Chapter 119.01, Florida Statutes. 19—APPEAL PROCEDURES Any prospective respondent may only appeal any determination, decision or recommendation of the Purchasing Director, in accordance herewith. All appeals must be in writing and sent via certified mail or delivered in person to the City Manager within three (3) business days of issuance of such determination, decision or recommendation. The City Manager shall administer the appeal and shall render a decision within seven (7) business days of receiving the appeal. All appeals must set forth the specific reason and facts concerning the dispute. Any appeal based exclusively on disagreement with the technical judgment of evaluators is subject to summary rejection unless there is clear and convincing evidence of arbitrary or capricious action in that regard. In the event of a timely appeal, the City shall not proceed further with the solicitation or with the award of bid/contract unless the City Manager, after consultation with the Director of the using department(s)or division(s), forwards to the Request for Proposal No. 15-036 I JULY 23, 2015 Cji) Carlin°. CITY OF CLERMONT, FLORIDA Asset Management Software I RFP#15-036 CLE NT amdw�. City Council a written request to award the bid/contract without delay in order to protect the public health, safety or general welfare and City Council approves said request. 20—RULES, REGULATION, LICENSING REQUIREMENTS Respondents are expected to be familiar with and comply with all Federal, State and local laws, ordinances, codes, and regulations that may in any way affect the services offered. Ignorance on the part of the respondent will in no way relieve it from responsibility for compliance. 21 —DEFAULT Failure or refusal of a respondent to execute a contract upon award by the City Council, or untimely withdrawal of a response before such award is made and approved, may result in forfeiture of that portion of any surety required as liquidated damages to the City; where surety is not required, such failure may result in a claim for damages by the City and may be grounds for removing the respondent from the City's vendor list. 22—CONFLICT OF INTEREST No contract will be awarded to a respondent who has City officials, officers or employees affiliated with it, unless the respondent has fully complied with current Florida Statutes and City Ordinances related to this issue. All respondents must disclose with their response the name(s)of any officer, director, agent, or immediate family member(spouse, parent, sibling, child)who is also an employee of the City. Further, all respondents must disclose the name of any City employee who owns, either directly or indirectly, an interest of ten (10%) percent or more in the respondent or any of its affiliates. Failure to disclose any such affiliation will result in disqualification of the response and prohibition of engaging in any future business with the City. 23—RESPONSIBILITY Before submitting responses, each prospective respondent shall make all investigations and examinations necessary to ascertain all conditions and requirements affecting the full performance of the contract. Ignorance of such conditions and requirements resulting from failure to make such investigations and examinations will not relieve the successful respondent from any obligation to comply with every detail, provisions, and requirements of the solicitation and resulting contract documents. In addition, failure to make such investigations and examinations will not be accepted as a basis for any claims whatsoever, or any monetary consideration on the part of the respondent. 24—RELATION OF CITY It is the intent of the parties hereto that the successful respondent be legally considered to be an independent respondent and that neither the respondent nor the respondent's employees and agents shall, under any circumstances, be considered employees or agents of the City. 25—PRIME CONTRACTOR The respondent awarded a contract shall act as the prime contractor for all required items and services and shall assume all responsibility for the procurement of such items or services. The contractor shall be considered the sole point of charges and meeting all requirements of this solicitation. All subcontractors will be subject to advance review by the City in regards to competency and security concerns. After the award of the contract, no change in subcontractors will be made without the consent of the City. The contractor shall be responsible for all insurance, permits, licenses, and related matters for any and all subcontractors. Even if the subcontractor is self-insured, the City may require Request for Proposal No. 15-036 I JULY 23, 2015 (.1itin°. CITY OF CLERMONT, FLORIDA Asset Management Software RFP#15-036 CLE ONT Make clChampion the contractor to provide any insurance certificates required by the work to be performed. 26—COLLUSION Where two (2)or more related parties each submit a response for the same solicitation, such response shall be presumed to be collusive. The foregoing presumption may be rebutted by the presentation of evidence as to the extent of ownership, control and management of such related parties in preparation and submittal of such responses. Related parties shall mean respondents or the principals thereof which have a direct or indirect ownership interest in another respondent for the same contract or in which a parent company or the principals thereof of one (1) respondent have a direct or indirect ownership interest in another respondent for the same solicitation. Furthermore, any prior understanding, agreement, or connection between two (2)or more corporations, firms, or persons submitting a response for the same materials, supplies, services, or equipment, shall also be presumed to be collusive. Responses found to be collusive shall be rejected. Respondents which have been found to have engaged in collusion may be considered non-responsible, and may be suspended or debarred, and any contract resulting from collusion may be terminated for default. 27—PUBLIC ENTITY CRIMES A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crimes may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, sub-contractor, or consultant under a contract with a public entity, and may not transact business with any public entity in excess of the threshold amount provided in Sec. 287.017 of the Florida Statutes, for CATEGORY TWO ($25,000.00)for a period of 36 months from the date of being placed on the convicted vendor list. By submitting a response to this solicitation, the respondent is certifying that it is eligible for award under this solicitation pursuant to Chapter 287.132 and 287.133 Florida Statutes. 28—ASSIGNMENT Successful respondent shall not enter into any sub contract, retain consultants, or assign, transfer, convey, sublet, or otherwise dispose of this contract, or of any or all of its right, title, or interest therein, or its power to execute such contract to any person, firm, or corporation without prior written consent of the City. Any unauthorized assignment may constitute a default by the successful respondent. 29— INDEMNIFICATION The successful respondent shall be required to agree to indemnify and hold harmless the City and its council, employees, and agents, from and against any and all actions, claims, liabilities, losses and expenses, including but not limited to attorneys fees, for personal, economic or bodily injury, wrongful death, loss of or damage to property, in law or in equity, which may arise or be alleged to have arisen from the negligent acts or omissions or other wrongful conduct of the successful consultant, its employees, or agents in connection with the performance of service pursuant to the resultant contract. The successful respondent shall pay all such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses, and shall pay all costs expended by the City in the defense of such claims and losses, including appeals. 30—TERMINATION FOR DEFAULT If through any cause, the successful respondent fails to fulfill in a timely manner or otherwiseheviolate Request for Proposal No. 15-036 I JULY 23, 2015 J no' CITY OF CLERMONT, FLORIDA Asset Management Software I RFP#15-036 CLE OIT ama,OWnpb. any of the covenants, agreements, or stipulations material to the contract, the City shall have the right to terminate the services remaining to be performed by giving written notice to the successful respondent of such termination. Termination for default shall become effective upon the date specified in the written notice. In that event, the City shall compensate the successful respondent in accordance with the contract for all services performed by the respondent prior to the termination date, net of any costs incurred by the City as a consequence of the default. The successful respondent shall not be relieved of liability to the City for damages sustained by the City by breach of contract by the respondent. The City may reasonably withhold payments to the successful respondent for the purposes of set off until such time as the exact amount of damages due the City from the successful respondent is determined. 31 —TERMINATION FOR CONVENIENCE The City may, for its convenience, terminate the services then remaining to be performed at any time without cause by giving written notice to successful respondent of such termination, which shall become effective thirty(30)days following receipt by respondent of such notice. In that event, all finished or unfinished documents and other materials shall be properly delivered to the City. If the agreement is terminated by the City as provided in this section, the City shall compensate the successful respondent in accordance with the agreement for all services actually performed by the successful respondent and reasonable direct costs of successful respondent for assembling and delivering to City all documents. No compensation shall be due to the successful respondent for any profits that the successful respondent expected to earn on the balance of the agreement. Such payments shall be the total extent of the City's liability to the successful respondent upon a termination as provided for in this section. 32—TEMINATION FOR UNAPPROPRIATED FUNDS The obligation of the City for payment to a contractor is limited to the availability of funds appropriated in a current fiscal period. Continuation of the contract into a subsequent fiscal period is subject to appropriation of funds, unless otherwise authorized by law. 33—FORCE MAJEURE The parties will exercise every reasonable effort to meet their respective obligations hereunder, but shall not be liable for delays resulting from force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any Government law or regulation, acts of nature, acts or omissions of the other party, Government acts or omissions, fires, strikes, national disasters, wars, riots, transportation problems, and/or any other cause whatsoever beyond the reasonable control of the parties. Any such cause will extend the performance of the delayed obligation to the extent of the delay so incurred. 34—PAYMENT& PERFORMANCE BONDS If a Payment& Performance Bond is required in Section A, the contractor shall, within seven (7) calendar days after notification of award, furnish to the City a Payment& Performance Bond payable to the City of Clermont, Florida, in the face amount specified herein as surety for faithful performance under the terms and conditions of the contract. If the bond is on an annual coverage basis, renewal for each succeeding year shall be submitted to the City thirty(30)days prior to the termination date of the existing bond. The Payment and Performance Bond must be executed by a surety company of recognized standing, authorized to do business in the State of Florida and having a resident agent. Request for Proposal No. 15-036 I JULY 23, 2015 C Jln°. CITY OF CLERMONT, FLORIDA Asset Management Software I RFP#15-036 CLE NT OdwdOvw 35—LIABILITY, INSURANCE, LICENSES, AND PERMITS Where the successful respondent is required to enter or go into City of Clermont property to deliver materials, perform work or services as a result of an award, the respondent will assume the duty, obligation, and expense of obtaining all necessary licenses, permits, and insurance. Successful respondent shall obtain, provide, and maintain during the term of the contract the types and amounts of insurance indicated in Section A"Insurance Requirements". Insurance shall be maintained with insurers licensed to sell insurance in the State of Florida and have a B+, VI, or higher rating in the latest edition of A.M. Best's insurance guide. Successful respondent(s) shall name the City of Clermont as an additional insured on all liability policies required as a result of an award. When naming the City of Clermont as an additional insured, the insurance company hereby agrees and endorses the policies, to state that the City will not be liable for the payment of any premiums or assessments. Successful respondent failure to procure or maintain required insurance program shall constitute a material breach of agreement under which the City may immediately terminate the award or contract. All work performed shall comply with applicable County and municipal code requirements, as well as the Florida Building Code. The successful respondent shall be liable for any damages or loss to the City, occasioned by negligence of the respondent, agent, or any person the respondent has designated in the completion of the contract as a result of this solicitation. 36—LAWS/ORDINANCES Respondents are expected to be familiar with and comply with all Federal, State, local and municipal laws, ordinances rules and regulations that may, in any way affect the services offered. Ignorance on the part of the respondent will in no way relieve it from responsibility for compliance. 37—LITIGATION VENUE The contractual parties waive the privilege of venue and agree that all litigation between them in the State courts shall take place in Lake County, Florida and that all litigation between them in the federal courts shall take place in Central Florida. 38—PATENTS AND ROYALTIES The contractor, without exception, shall indemnify, save harmless, and defend the City and its employees from liability of any nature and kind, including costs and expenses for or on account of any copyrighted or un-patented invention, process, or article manufactured or used in the performance of the contract. If the contractor uses any design, device, or materials covered by letters, patent or copyright, it is mutually agreed and understood, without exception, that the response prices shall include all royalties or cost arising from the use of such design, device, or materials in any way involved in the work. 39—RECYCLE CONTENT In addressing environmental concerns, the City of Clermont encourages responses containing items with recycled content. When submitting a response containing items with recycled content, the respondent shall provide documentation adequate for the City to verify the recycled content. The city prefers packaging consisting of materials that are degradable or able to be recycled. When specifically stated in the solicitation, the City may give preference to responses containing items manufactured with recycled material or packaging that is able to be recycled. Request for Proposal No. 15-036 I JULY 23, 2015 J Cardno' Shaping the Future CITY OF CLERMONT, FLORIDA ; Asset Management Software I RFP#15-036 CLE Mkt of Mamba 40—OSHA The respondent warrants that the product supplied to the City of Clermont shall conform in all aspects to the standards set forth in the Occupational Safety and Health Act of 1970, as amended. The failure to comply with this condition will be considered as a breach of contract. Any fines levied because of inadequacies to comply with these requirements shall be borne solely by the respondent. ii. The team plans to deliver the CMMS software within sixty(60) calendar days from purchase order or notice of award. iii. Lucity guarantees the software against failure due to defective material or workmanship for a minimum period of twelve (12) months from date of delivery. The software will be replaced or repaired without cost to the City for any defects discovered during the warranty period. A copy of the warranty can be found on Page 63. iv. The project schedule allows a minimum of ninety(90)calendar days test period to use and operate the CMMS software before final acceptance and full refund of the purchase price if said software is found defective. v. The following support services are included, without additional charge, for a period of ninety(90) calendar days from the end of the test period. • Toll-free telephone support line—twenty-four(24)hours a day, seven days per week; • Electronic support; • Product enhancements, updates and new releases vi. The requisite information is included within the submittal. Request for Proposal No. 15-036 I JULY 23, 2015 CuJ Carldni3. CITY OF CLERMONT, FLORIDA .......A....._- Asset Management Software I RFP#15-036 CLNT Choke of Gumpkni Lucity Software License Agreement IMPORTANT—READ CAREFULLY BEFORE INSTALLATION This software is subject to acceptance of the Lucity 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 Lucity 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. Request for Proposal No. 15-036 I JULY 23, 2015 ( ) pro/no' CITY OF CLERMONT, FLORIDA Asset Management Software RFP#15-036 C NT (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 Request for Proposal No. 15-036 I JULY 23, 2015 Cm) Carom,' Shaping the figure CITY OF CLERMONT, FLORIDA e- Asset Management Software I RFP#15-036 CLER 41"- 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 the 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) Lucity has sole control of its defense and settlement; and (C) Licensee provides Lucity with reasonable assistance in its defense and settlement. (b) Injunctions. 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 Request for Proposal No. 15-036 I JULY 23, 2015 <1.) Candn°. Shaping the Future CITY OF CLERMONT, FLORIDA Asset Management Software I RFP#15-036 C ANT attics otChariion. (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. 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. Lucity's total liability under this Agreement will be limited to the License Fee. Licensee agrees that, as Request for Proposal No. 15-036 I JULY 23, 2015 (.1") ono' CITY OF CLERMONT, FLORIDA Asset Management Software I RFP#15-036 CLE OW Chia cl Chan**. part of the material consideration for Lucity licensing the Programs to Licensee hereunder, in no event will Lucity be liable to Licensee under this Agreement for any Special, Incidental, or Consequential Damages, whether based on breach of contract, tort(including negligence), product liability, or otherwise, and whether or not Lucity has been advised of the possibility of such damage. 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 said actions. 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 return 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. (f) 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 Request for Proposal No. 15-036 I JULY 23, 2015 cr) ano' CITY OF CLERMONT, FLORIDA , Asset Management Software I RFP#15-036 C� Udod Wryivu 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 governed by and construed in accordance with the laws of the state in which Licensee is located. Copyright©2015 Lucity, Inc. All rights reserved Request for Proposal No. 15-036 I JULY 23, 2015 > CarcIno