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PRR25293 Corrected Batch Revised
Subscription Agreement Confidential Subscription Agreement 2021 Page 1 of 24 This Subscription Agreement (the "Agreement") together with any appendices referenced herein and attached hereto, is dated the 17th day of February, 2021; BETWEEN: eSCRIBE Software Ltd. (“eSCRIBE”) - and - City of San Luis Obispo WHEREAS, eSCRIBE (and/or its affiliates) has developed certain proprietary software applications and platforms for the purpose of meeting and agenda automation which it makes available as services via the internet (the "Services"). NOW THEREFORE, the Customer desires to use the Services in accordance with the terms and conditions of this Agreement. Definitions “Customer Data” shall mean electronic data and information uploaded or inputted to the Services or created, generated or produced by the Customer during Use of the Services. “Data Storage: refers to the online electronic secure storage of Customer Data during the Use of the Services. “Documentation” includes any and all printed or electronic guides and manuals, including sales, marketing and training materials provided by eSCRIBE for the proper Use of the Services. “Implementation Services” refers to the configuration and training services, and other services set out in Appendix C. “Personal Information” means information which relates to an identified or identifiable individual, and includes any information defined from time to time as “personal information” under applicable State or Federal privacy legislation. “Location” refers to the location of the Customer entities authorized to Use the Services as set out in Appendix D. “Support Services” shall mean the technical support and product updates for the Services as made available under eSCRIBE's Support Services set out in Appendix B. “Taxes” refers to all present or future sales tax, consumption tax and similar taxes. Subscription Agreement Confidential Subscription Agreement 2021 Page 2 of 24 “Use” shall mean the ability for the Customer to login with username and password and access the Services via the internet. 1. Services a. eSCRIBE shall provide the Implementation Services, the Services and the Documentation to the Customer subject to the terms of this Agreement. b. eSCRIBE shall provide the Implementation Services in a professional, timely, and competent manner and in accordance with industry standards. eSCRIBE shall make every effort and take all appropriate steps to carry out the Implementation Services to the reasonable satisfaction of the Customer, in such a manner as is in the best interests of the Customer, and in compliance with all federal and state laws, local by-laws, and policies and procedures of the Customer. c. eSCRIBE shall make the Services "Uptime" and "Downtime" is recorded and calculated on a monthly basis and will be applied as a credit towards the annual Subscription Fees listed in Appendix A, for the next year. Downtime does not include scheduled outages for software updates, server or network maintenance (which will generally be scheduled for weekends or after midnight eastern time), notification of which will be provided to the Customer’s designated Support Contacts five (5) days in advance. Unsuitable Customer operating environment, including, but not limited to, inadequate end user computer configuration, installed third party software, internet connection issues or general internet congestion issues are excluded from any downtime calculations. Subscription Agreement Confidential Subscription Agreement 2021 Page 3 of 24 d. The Customer may not make available the Service for Use by any third parties. e. The Customer may not directly or indirectly through any third parties attempt to reverse-engineer or de-compile the operation of the Services in any manner through current or future available technologies, except that Customer may modify the Customer Data to the extent and in the manner described in the Documentation. f. Customer Data, which shall be hosted in The United States along with all copies and backups, together with all intellectual property rights therein, will belong to the Customer and the Customer remains the sole and exclusive owner of the Customer Data. During the Term of this Agreement, the Customer may retrieve such data from the Services at any time and, within ten (10) days of the Customer’s request, eSCRIBE will make available any Customer Data that is stored in native file format (Word, Excel, PowerPoint, PDF, MP4). eSCRIBE shall not access, use, disclose, sell, rent, transfer or copy the Customer Data for any purpose (or authorize or permit a third party to perform such acts) other than as required to perform eSCRIBE’s obligations pursuant to this Agreement. g. At the execution of this Agreement and during the Term, eSCRIBE represents and warrants to and in favor of the Customer and acknowledges that the Customer is relying thereon as follows: i. eSCRIBE has the legal capacity and right to execute this Agreement and carry out and observe the provisions thereof to be performed or observed by eSCRIBE hereunder and to take all actions pursuant hereto and all necessary approvals have been given or obtained to authorize eSCRIBE to execute this Agreement and perform thereunder and to take all actions required pursuant hereto; ii. eSCRIBE’s execution, delivery, and performance of this Agreement will not constitute a violation of any judgment, order or decree, a default under any agreement by which it or any of its assets are bound or an event that would, with notice or lapse of time, constitute such a default; iii. eSCRIBE has the full and unencumbered right to grant to the Customer access to and use of the Services as provided in this Agreement, either through ownership or license, including upgrades, updates, improvements, modifications or enhancements to the Services including any third party components embedded in the Services, and that the rights Subscription Agreement Confidential Subscription Agreement 2021 Page 4 of 24 granted herein will not violate the terms of its agreements with any third parties; iv. The Implementation Services and the Customer’s access to or use of the Services or of the Documentation do not and will not conflict with, infringe upon or violate and are not alleged by any person to conflict with, infringe upon or violate the intellectual property rights of any other person. In addition, there are no existing or threatened legal proceedings brought against eSCRIBE in respect of the Services, the Documentation or the Implementation Services, or eSCRIBE’s right to grant others the right to access and use the Services or the Documentation. Should eSCRIBE become aware of any such conflict, infringement or violation or potential conflict, infringement or violation, eSCRIBE will notify the Customer immediately; v. eSCRIBE’s proprietary software applications and platforms are free of spyware and malware of any kind; vi. The Services and the Implementation Services provided by eSCRIBE hereunder will comply with the service and functional specifications set out in this Agreement, including the Documentation; vii. eSCRIBE will provide personnel who have the necessary technical skills, qualifications, experience, and training to provide information and expertise to the Customer in accordance with this Agreement; and viii. The Documentation is complete and will allow the Customer to access and use the Services. h. eSCRIBE shall retain such records in respect of the provision of the Implementation Services or of the Services and the fulfillment of its obligations hereunder as the Customer may from time to time reasonably require and shall make such records available at any time for inspection by the representatives of the Customer. 2. Support Services a. During the Term of this Agreement, eSCRIBE will provide the Customer the Support Services as described in Appendix B. 3. Fees a. The first year’s Subscription Fees and the Implementation Fees as described in Appendix C, are due upon the date of this Agreement. Subscription Agreement Confidential Subscription Agreement 2021 Page 5 of 24 b. Implementation Fees are for remote personnel. Optionally, should the Customer wish to have eSCRIBE provide onsite training, additional travel and living expenses would apply. c. All fees and other charges set forth in this Agreement are exclusive of any and all applicable Taxes due to eSCRIBE from Customer. Payment of all applicable Taxes shall be the responsibility of the Customer. If any such Taxes has to be withheld under this Agreement, Customer shall increase payment under this Agreement by such amount as to ensure that eSCRIBE has received an amount equal to the payment otherwise required after such withholding or deduction. d. Legacy Data fees if any, will be added to the annual Subscription Fees as set out in Appendix E. e. All payments are due thirty (30) days from the date of invoice. a. All references to currency are in US Dollars. 4. Term a. The term of this Agreement commences on the date of this Agreement for a period of three (3) years (the “Term”), and will automatically renew for an additional Term unless notice of cancellation is received 60 days prior to the expiration of the Term. 5. Termination a. If either party is adjudged bankrupt, becomes insolvent, makes an assignment for the benefit of creditors, makes any arrangement for the liquidation of its debts or a receiver or a receiver and manager is appointed with respect to all or any part of its assets, or commences winding up proceedings, or bankruptcy or insolvency proceedings are instituted by or against such party, and such proceedings are not removed within sixty (60) days (an “Event of Bankruptcy”), then the party affected by such an Event of Bankruptcy must immediately give notice thereof to the other party, and the other party at its option may terminate this Agreement upon written notice to such affected party. b. Subscription Agreement Confidential Subscription Agreement 2021 Page 6 of 24 c. Either party may terminate this Agreement upon written notice to the other party in the event that one party breaches any term or condition of this Agreement, provided that the non-breaching party gives the other party notice of the breach, and such breach is not remedied to the non-breaching party’s satisfaction within ten (10) days after delivery of such notice. d. Within thirty (30) days after the termination of this Agreement by Customer pursuant to section 5 (a) or section 5 (c), eSCRIBE shall refund to the Customer any Subscription Fees paid by the Customer for the period from the date of termination to the end of the Term on a pro-rated monthly basis commencing with the month following the date of termination. e. Within thirty (30) days after the termination or expiration of this Agreement, eSCRIBE will make available any Customer Data that is stored in native file format (Word, Excel, PowerPoint, PDF, MP4). After the thirty (30) day period, eSCRIBE will delete or destroy all copies of Customer Data in its possession or control, unless legally prohibited and upon request, provide the Customer with a certificate of destruction. 6. Limitation of Liability a. Liability of eSCRIBE under this Agreement will be limited to the maximum amount of the annual Subscription Fees listed in Appendix A or the value of insurance listed in section 10, whichever is greater. eSCRIBE will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Customer arising out of the use or failure to use the Service. The limitations of liability described in this section shall not apply to claims for which insurance coverage is extended in section 10. 7. Indemnity a. eSCRIBE shall indemnify and hold harmless the Customer (including its elected officials, officers, representatives, agents, employees, volunteers, and affiliates) against any and all claims, demands, losses, Subscription Agreement Confidential Subscription Agreement 2021 Page 7 of 24 suits, damages (including indirect, special, consequential, remote, and economic damages), fees, fines, royalties, liability, and expenses (including reasonable lawyer’s fees) arising out of any suit, claim or action relating to eSCRIBE’s performance or non-performance of its obligations pursuant to this Agreement, including any breach of any representation or warranty, or for actual or alleged direct or contributory infringement of, or inducement to infringe, any intellectual property right relating to the Implementation Services, the Services or the Documentation or for actual or alleged misuse or misappropriation of a trade secret resulting directly or indirectly from eSCRIBE’s action. These obligations of indemnity will survive the termination or expiration of this Agreement however caused. b. eSCRIBE shall have no liability hereunder for any claim of intellectual property infringement based on the combination, operation or use of the Service with software, hardware or other materials not furnished or approved in writing by eSCRIBE if such infringement would have been avoided without such software, hardware or other materials. c. In the event the Service or a component part thereof is held by a court of competent jurisdiction, or is believed by eSCRIBE, to infringe or potentially infringe a third party’s rights, eSCRIBE shall, with prior notice to the Customer, (i) modify, at its expense, the Service to be non- infringing; provided that such modification does not adversely affect the Service as set out in this Agreement, or (ii) obtain for Customer the right to continue using the Service in its current state at no additional expense to the Customer, or (iii) if eSCRIBE determines that neither of the foregoing options are reasonably available, eSCRIBE may terminate this Agreement and refund any prepaid Fees to the Customer for which it has not received Services. 8. Confidentiality a. "Confidential Information" means all information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether verbal or in writing, that is marked as confidential or that reasonably should be understood to be confidential given the nature of the information. The Customer’s confidential information includes Customer Data, and eSCRIBE’s confidential information includes the Services and Documentation. Confidential information of each party includes, the terms of this Agreement, as well as current and future technical specifications, product plans, features and roadmaps, business and marketing plans, customer lists and relationships, costs and pricing strategies, financial and employee Subscription Agreement Confidential Subscription Agreement 2021 Page 8 of 24 information and records, as they may be disclosed by either party during the Term of this Agreement. b. Confidential information does not include any information that (i) is or becomes publicly available without a breach of the terms of this Agreement, (ii) is received from a third-party without breach of any obligation owed to the Disclosing Party, or (iii) the Receiving Party is entitled to disclose in response to a court order or as otherwise required by law, including pursuant to the California Public Records Act and as may otherwise be necessary for City public meetings or closed session City Council meetings; provided that the Receiving Party notified the Disclosing Party prior to such disclosure forthwith after receipt of such order to give the Disclosing Party time to contest such order. c. All Confidential Information shall remain the sole property of the Disclosing Party. d. The Receiving Party shall not divulge or disclose any Confidential Information communicated to or acquired by it, or disclosed by the Disclosing Party in the course of carrying out this Agreement. No Confidential Information will be used by the Receiving Party on any other project or for any other purpose without the prior written consent of the Disclosing Party, which consent may be not unreasonably withheld. The Receiving Party shall receive and store the Confidential Information with the same degree of care that it uses to protect the confidentiality of its own confidential information from unauthorized use, duplication or disclosure to third parties; provided such standard is no less than a reasonable standard considering the nature of the Confidential Information. e. Upon termination or expiration of this Agreement, the Receiving Party shall immediately cease to use Confidential Information in any manner whatsoever, shall return to the Disclosing Party or securely destroy all Confidential Information, and shall not retain any copies of the Confidential Information. f. eSCRIBE agrees and acknowledges that the Customer may be subject to State or Federal privacy legislation that may be in effect during the Term of this Agreement. The provisions of this section 8(f) supplement the terms of section 8 as it pertains to Confidential Information that is “Personal Information”. eSCRIBE acknowledges that in the course of its provision of the Software Services, it will be provided with and have access to Customer Data which includes “Personal Information”, and that such information is confidential. eSCRIBE agrees that such Personal Information will be used solely for the purposes of performing the Software Services and that it will Subscription Agreement Confidential Subscription Agreement 2021 Page 9 of 24 safeguard such Personal Information by appropriate physical and technological means, including those specified in section 13. eSCRIBE will not, other than as required to provide the Software Services, disclose, transfer, sell, assign, publish or otherwise make available the Personal Information for its own use or the use of any other person or entity, except (and provided the Customer is promptly notified so as to permit it an opportunity to object to disclosure before it takes place, if feasible) where disclosure: (i) may be required to comply with a subpoena, warrant, or court order; (ii) is requested by a government institution that has the lawful authority to obtain the Personal Information; or (iii) is otherwise required by law. In addition, the Customer will be solely responsible for responding to any request by any Customer employee or other individual for access to, or correction of, any Personal Information. eSCRIBE will notify the Customer immediately of any breach of this section 8(f). g. These obligations of confidentiality will survive the termination or expiration of this Agreement however caused. 9. Non-Solicitation The Customer agrees that during the term of this Agreement, and for a period of one year following the date of termination of this Agreement, Customer will not to attempt to obtain withdrawal from eSCRIBE of any employee or person retained or engaged by eSCRIBE in any capacity whatsoever. 10. Insurance a. eSCRIBE shall obtain and maintain in force during the Term of this Agreement the following policies of insurance (all amounts in USD): i. General liability insurance insuring eSCRIBE’s obligations and responsibilities with respect to the performance of Services as set out in this Agreement. The policy will be extended to include bodily injury and property damage, products and completed operations, personal and advertising injury, Implementation Services, contingent employer’s liability, and contractual liability to a limit of no less than two million dollars ($2,000,000) per occurrence. The policy will include a cross liability and severability of interest clause and be endorsed to name the Client as an additional insured; ii. Non-owned automobile insurance to a limit of no less than one million dollars ($1,000,000); Subscription Agreement Confidential Subscription Agreement 2021 Page 10 of 24 iii. If applicable, automobile insurance (OAP1) for both owned and leased vehicles with inclusive limits of no less than one million dollars ($1,000,000); and iv. Errors and omissions liability insurance insuring eSCRIBE to a limit of no less than two million dollars ($2,000,000) per claim and five million dollars ($5,000,000) in the aggregate. The coverage under the policy will be maintained continuously during the Term of this Agreement and for an additional two (2) years after the termination or expiration of this Agreement and will cover insurable losses arising out of or in association with an error or omission in the rendering of or failure to complete and provide the services as set out in this Agreement. Coverage under the policy will respond to, but not be limited to the following occurrences: A. Privacy breach and violations as a result of but not limited to unauthorized access to or wrongful disclosure or dissemination of private information, failure to properly handle, manage, store, destroy or control personal information and include the failure to comply with privacy laws and their respective regulations regarding the collection, access, transmission, use, and accuracy. Coverage will extend to include the costs associated with notification of affected parties, regardless if required by statute as well as any fines or penalties or costs imposed as a result of the breach including defense of any regulatory action involving a breach of privacy; B. Network security incidents arising from system security failures such as, but not limited to, unauthorized access, theft or destruction of data, electronic security breaches, denial of service, spread of virus within eSCRIBE’s computer network or other third party computer information systems and will further include expenses related to third party computer forensics; C. Privacy breach expenses including crisis management related to electronic and non-electronic breaches; D. Content or media liability including personal and advertising liability, intellectual property infringement coverage (copyright, trademark, trade name, service mark, trade dress or trade secret) arising out of media content created, produced or disseminated by eSCRIBE; Subscription Agreement Confidential Subscription Agreement 2021 Page 11 of 24 E. Coverage for delay in performance of a contract or agreement resulting from an error or omission; and F. Coverage for damages resulting from dishonest and criminal acts committed by an employee of eSCRIBE. If coverage is to be cancelled or non-renewed for any reason, eSCRIBE shall provide the Customer with ninety (90) day notice of said cancellation or non-renewal. The Customer may request an Extended Reporting Endorsement be purchased by eSCRIBE at eSCRIBE’s expense. The term of the Extended Reporting Endorsement will be decided by the Customer and eSCRIBE. b. eSCRIBE shall ensure that all policies of insurance will: i. be written with an insurer properly licensed to do business; ii. contain an undertaking by the insurers to notify the Customer in writing no less than thirty (30) days prior to any termination or cancellation of coverage unless otherwise required by law; and iii. be non-contributing with and will apply only as primary and not excess to any other insurance or self-insurance available to the Customer. c. Any deductible amounts will be borne by eSCRIBE. d. eSCRIBE shall deliver to the Customer certificates of insurance evidencing renewal or replacement of policies required under this Agreement at least fifteen (15) days prior to the expiration or replacement of the current policies without demand by the Customer. e. If eSCRIBE fails to maintain in force any insurance required to be maintained by it hereunder, then the Customer, without prejudice to any of its other remedies, may obtain such insurance on behalf of and at the cost of eSCRIBE. f. eSCRIBE and its agents, volunteers, contractors, subcontractors, employees, and insurer(s) hereby release the Customer from any and all liability or responsibility, including anyone claiming through or under them, by way of subrogation or otherwise for any loss or damage which eSCRIBE may sustain incidental to or in any way related to eSCRIBE’s obligations under this Agreement. 11. Advertising a. Customer agrees that eSCRIBE may use and disclose Customer’s name in its marketing material with prior written approval of the Customer, which will not be unreasonably withheld. Subscription Agreement Confidential Subscription Agreement 2021 Page 12 of 24 12. Trademarks a. Any trademarks and service marks (“Trademarks”) adopted by eSCRIBE to identify the Services, Documentation and other products and services, belong to eSCRIBE. Nothing herein grants, or shall be construed to grant, to Customer any rights to such Trademarks. 13. Development Input a. Customer shall be entitled to provide eSCRIBE with information and feedback concerning the Service’s functional requirements and product definition which eSCRIBE shall consider when formulating the product development roadmap and plans. This co-operative process between eSCRIBE and the Customer does not create any obligation upon eSCRIBE to adhere to Customer’s feedback, nor does it create any ownership interest in the Services on the part of Customer should eSCRIBE incorporate any of Customer’s suggestions into the development plan or ultimately into the Services. 14. General Provisions a. Relationship of Parties. In all matters relating to this Agreement Customer and eSCRIBE are independent contractors, and nothing in this Agreement shall be deemed to place the parties in the relationship of employer-employee, principal-agent, partners, or joint ventures. b. Entire Agreement. This Agreement, including all Appendices, is the entire Agreement between the parties and supersedes all prior negotiations, understandings and agreements between the parties concerning the subject matter hereof. No amendment or modification of this Agreement shall be made except by written agreement of both parties. c. Ride Along: The terms of this Agreement may be extended for use by other parties, including: associated local governments, school boards and government agencies upon execution of an addendum outlining the associated Services and Fees applicable. This term is not intended to circumvent any procurement rules and regulations of the additional party. d. No Waiver. The failure of either party to exercise any right or the waiver by either party of any breach shall not prevent a subsequent Subscription Agreement Confidential Subscription Agreement 2021 Page 13 of 24 exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of the Agreement. e. Partial Invalidity. Should any provision of this Agreement be held to be void, invalid, or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect as though such provisions were deleted. f. Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, act of government, or any other similar cause beyond the reasonable control of such party ("Force Majeure”), provided that such party gives the other party written notice thereof promptly and, in any event, within ten (10) days of discovery thereof and uses its reasonable efforts to cure the delay. Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended. If the period of non-performance exceeds ten (10) days from the receipt of notice of the Force Majeure event, the party whose performance has not been affected may, by giving written notice, immediately terminate this Agreement. g. Assignment; Enurement. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of it rights or obligations hereunder, without the prior written consent of the other Party (such consent not to be unreasonably withheld); provided, however, that either Party may assign this Agreement without the other Party’s consent in the event of any successor or assign that has acquired all, or substantially all, of the assigning Party’s business by means of merger, stock purchase, asset purchase, or otherwise. Any assignment or attempted assignment in violation of this Agreement shall be null and void. h. Injunctive Relief. The parties recognize that a remedy at law for a breach of the provisions of this Agreement relating to either party’s Confidential Information will not be adequate for the non-breaching party’s protection, and accordingly the non-breaching party shall have the right to seek, in addition to other relief and remedies available to it, injunctive relief to enforce the provisions of this Agreement in any court of competent jurisdiction. i. Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the State of California, and the federal laws of The United States applicable therein. Subscription Agreement Confidential Subscription Agreement 2021 Page 14 of 24 j. Calendar Days. All references to a day or days in this Agreement mean a calendar day or calendar days. k. Time of the Essence. Time is of the essence of this Agreement and of every part hereof and no extension or variation of this Agreement will operate as a waiver of this provision. l. Survival. All obligations of the parties which expressly or by their nature survive termination or expiration of this Agreement will continue in full force and effect subsequent to and notwithstanding such termination or expiration and until they are satisfied or by their nature expire. m. Headings. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa. n. Notice. Any notice required or permitted to be sent hereunder shall be in writing and shall be sent in a manner requiring a signed receipt, such as courier delivery, or if mailed, registered or certified mail, return receipt requested. Notice is effective upon receipt. Notice to both parties shall be to the address and contact set forth below and updated from time to time. eSCRIBE Software Ltd. 204-60 Centurian Drive Markham, ON L3R 9R2 Attention: Office of the President Customer Contact Info for Notices: City of San Luis Obispo 990 Palm St San Luis Obispo, CA 93401 Attention: Office of the City Clerk Subscription Agreement Confidential Subscription Agreement 2021 Page 15 of 24 The undersigned parties hereby enter into this Agreement, eSCRIBE Software Ltd Robert Treumann Signed with ConsignO Cloud (2021/02/19) Verify with ConsignO or Adobe Reader. City of San Luis Obispo Signed by Markie Jorgensen (2021/02/17) Verify with ConsignO or Adobe Reader. Signature Signature Robert Treumann, CEO Markie Jorgensen, Assistant City Attorney Authorizing Officer, Title Authorizing Officer, Title Signed by Greg Hermann (2021/02/19) Verify with ConsignO or Adobe Reader. Signature Greg Hermann, Deputy City Manager Authorizing Officer, Title Teresa Purrington Signed with ConsignO Cloud (2021/02/17) Verify with ConsignO or Adobe Reader. Signature Teresa Purrington, City Clerk Authorizing Officer, Title I have the authority to bind the organization Subscription Agreement Confidential Subscription Agreement 2021 Page 17 of 24 Appendix B – Support Services Subject to the terms and conditions of this Agreement, eSCRIBE shall perform the Support Services as defined. Definitions: The definitions used in the Agreement are incorporated herein. In addition, the following terms shall have the following ascribed to them: “Business Hours” means the hours during which eSCRIBE’s helpdesk is available to take live incoming calls, emails and be available to respond to the Customer’s Support Contacts, namely 8:00 a.m. to 8:00 p.m., Monday through Friday eastern time (excluding statutory holidays). “Extended Hours” means the hours during which eSCRIBE’s helpdesk is available to take urgent calls during 8:00 p.m. to 11:00 p.m. EST, Monday through Friday eastern time (excluding statutory holidays). “Support Contacts” means the Customer designated individuals (to be identified in the attached Problem Reporting Schedule) and any replacements designated in writing to eSCRIBE who will serve as technical liaison between eSCRIBE and Customer and who are to have technical knowledge and experience with the Services used by the Customer. "Updates" shall mean fixes, patches, modifications, improvements to functionality or revisions to the Services and Documentation. All other capitalized terms shall have the meanings set out in the Agreement. Support Services: eSCRIBE will provide the following services to Customer: a. Technical assistance by telephone or electronic mail. b. Receipt and monitoring of calls during Business Hours at eSCRIBE’s support desk. c. Direct access for Customer Support Contacts to eSCRIBE’s team of support technicians. d. Provision of any available problem solutions related to the Services e. Make reasonable commercial efforts to provide a response to all reported problems in the manner described in the Problem Reporting Process below. f. Make available any Updates to the Services and Documentation at no additional charge, subject to Customer’s responsibility for any Implementation Services fees for any new Services. Subscription Agreement Confidential Subscription Agreement 2021 Page 19 of 24 resolutions pertaining to third party software, hardware, networks or facilities, eSCRIBE shall charge Customer at its daily Implementation Services rate for the services rendered. Using the Customer Community Portal, customers are able to check the status of their support tickets at any time. The case will not be closed by eSCRIBE until receipt of written confirmation from the Support Contact that the problem has been resolved. If written confirmation or feedback is not received within ten (10) business days, it will be assumed the problem has been resolved and the case will be closed. General Support Terms: a. The Support Contacts will be the only persons authorized to receive the Support Services hereunder and to instruct eSCRIBE in respect of Support Services. b. The delivery of Support Services hereunder does not extend to: i) Inadequate Customer computer configurations, installed third party software, internet connection issues or general internet congestion issues; ii) Services which have been altered, modified or improperly configured by the Customer, its customers, or any third party without eSCRIBE’s prior written consent; iii) failures related to an accident, disaster or other Force Majeure event; iv) any unauthorized use of the Services; c. eSCRIBE warrants that its Support Services personnel shall deliver services in a professional manner and in accordance with industry standards. d. Response and resolution times provided in the Problem Reporting Process or otherwise whether orally or in writing, are intended as good faith estimates, guidelines or objectives only and are not to be taken as warranties or representations. Subscription Agreement Confidential Subscription Agreement 2021 Page 21 of 24 Appendix D – Authorized Customer Locations Authorized Meeting Types Meeting Name Main Meeting Body (Council/Board of Trustees) Standing Committees (Standing Committees as established by the Main Meeting Body, and that report directly to Council the Main Meeting Body) Reporting Subcommittees (Sub- Committees as established by the Main Meeting Body or Standing Committee, and that report directly to an established Standing Committee) Subscription Agreement Confidential Subscription Agreement 2021 Page 23 of 24 Appendix F – Third Party Data Migration – Project Scope Subject to the terms and conditions of this Agreement, eSCRIBE shall perform the Third Paty Data Migration Services listed below. In Scope N/A Out of Scope N/A Assumptions N/A Additional Notes It is important to note that this migration does not replace the need for customer to obtain a backup of all data upon termination of contract with incumbent vendor. Migrated data is strictly for presentation through eSCRIBE’s Internet Publishing module, and should not be used as an archive or backup of incumbent system’s data. It is also important to note that once the web interface for the incumbent system has been taken down, the data can no longer be accessed by eSCRIBE for any future migration work. Incumbent system should not be terminated until all migrated data has been fully validated and verified complete. Additional Fees At the completion of the migration, an additional legacy data storage fee will be charged based on the amount of migrated data in gigabytes (GB) as per the table in Appendix E. DocuSign Envelope ID: 3628F1E2-16F1-4A29-AFC5-D4FACE751C43 Subscription Agreement Confidential Subscription Agreement 2023 Page 1 of 2 Modification to Services The Customer wishes to modify the terms as defined below, effective the 17th day of February 2024 in accordance with the terms and conditions of the Client Subscription Agreement (the “Agreement”), dated 17th day of February 2021. Section 3 will be amended and replaced with the following term: 3. Fees a. The first year’s Subscription Fees and the Implementation Fees as described in Appendix A, will be invoiced as of the date of this Agreement and will be due according to the terms of the invoice. Section 4 will be amended as follows: 4. Term a. The original term of the Agreement, lasting for three (3) years (the “Term”) has expired, and the Customer wishes to renew the Agreement for additional Term of one (1) year (the “Renewal Term”). The Renewal Term will automatically renew for an additional Renewal Term (1 year) unless notice of cancellation is received 60 days prior to the expiry of the Renewal Term. Appendix A will be replaced with the following table: Annual Subscription Fees – Appendix A: City of San Luis Obispo (“Customer”) requests to cancel the eScribe Academy License. There is no cancellation fee. DocuSign Envelope ID: 3628F1E2-16F1-4A29-AFC5-D4FACE751C43 Subscription Agreement Confidential Subscription Agreement 2023 Page 2 of 2 The undersigned parties hereby enter into this Agreement, eScribe Software Ltd. City of San Luis Obispo Signature 12/18/2023 Signature 12/18/2023 Date Date Tara Astbury, Senior Director, Customer Experience Teresa Purrington City Clerk Authorizing Officer, Title Authorizing Officer, Title David Yun Greg Herman Deputy City Manager 990 Palm St San Luis Obispo, CA 93401 USA Q-490219 805-781-7189 dyun@slocity.org City of San Luis Obispo CITY OF SAN LUIS OBISPO INFORMATION TECHNOLOGY SERVICES AGREEMENT Page 1 CITY OF SAN LUIS OBISPO INFORMATION TECHNOLOGY SERVICES AGREEMENT This agreement (Agreement) is made and entered into in the City of San Luis Obispo on ___________, by and between the City of San Luis Obispo, a municipal corporation and charter city (City) and GoGov (Contractor). WITNESSETH: WHEREAS, the City wants to obtain a centralized technology platform to enhance the way issues are identified, responded to, and tracked internally and externally. ; and WHEREAS, on November 10, 2021, the City requested information for a centralized resident inquiry platform, and Contractor submitted information and a proposal, and is qualified to perform this type of Service, which has been accepted by City; and WHEREAS by organizing these requests within such a platform, staff can respond more effectively and efficiently, transparently tracking requests at every stage and providing valuable Internally, this would also allow for efficient coordination and collaboration, and offer status updates to City leadership, including the City Manager and City Council; and NOW, THEREFORE, in consideration of their mutual promises, obligations, and covenants hereinafter contained, the parties hereto agree as follows: 1.TERM. The term of this Agreement shall be from the date this Agreement is made and entered, as first written above, until [date], or upon acceptance and completion of said Services, whichever occurs sooner. 2.INCORPORATION BY REFERENCE. , payment schedule, and scope of work are incorporated in and made a part of this Agreement, are hereby incorporated in and made part of this Agreement, attached as Exhibit B. To as stated herein prevail unless specifically agreed otherwise in writing signed by both parties. 3.CITY'S OBLIGATIONS. For providing services as specified in this Agreement, City will pay, and Contractor shall receive therefor compensation in a total sum not to exceed $ 29,520. CITY OF SAN LUIS OBISPO INFORMATION TECHNOLOGY SERVICES AGREEMENT Page 2 4.CONTRACTOR'S OBLIGATIONS.For and in consideration of the payments and agreements herein before mentioned to be made and performed by City, Contractor agrees with City to do everything required by this Agreement including that work as set forth in Exhibit A. 5. PAYMENT OF TAXES. The contract prices shall include full compensation for all taxes that Contractor is required to pay. 6. LICENSES AND PERMITS. At all times during the term of this Agreement, Contractor shall have in full force and effect, all licenses required of it by law for the performance of the Services described in this Agreement. The Contractor shall procure all permits and licenses, pay all charges and fees, and give all notices necessary under this Agreement. 7. COMPLIANCE WITH LAW. The Contractor shall keep itself informed of and shall observe and comply with all applicable State and Federal laws and regulations, and county and City of San Luis Obispo ordinances, regulations and adopted codes, which in any manner affect those employed by Contractor or in any way affect the performance of the Services pursuant to this Agreement. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Contractor to comply with this Section. Failure to comply with local ordinances may result in monetary fines and cancellation of this Agreement. 8. COMPLIANCE WITH INDUSTRY STANDARD. Contractor shall provide services acceptable to City in strict conformance with the Agreement. Contractor shall also provide services (including but not limited to service levels and operation levels) in accordance with the standards customarily called for under this Agreement using the degree of care and skill ordinarily exercised by reputable providers of such services. Where approval by the City, the City Manager, the Mayor, or other representative of City is required, it is understood to be general approval only and does not relieve Contractor of responsibility for complying with all applicable laws, codes, policies, regulations, and good business practices. 9. INDEPENDENT CONTRACTOR. a. Contractor is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Contractor or any of Contractor 's officers, employees, or agents, except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the City. Contractor shall not incur or have the power to incur any debt, obligation, or liability whatsoever against City, or bind City in any manner. b. No employee benefits shall be available to Contractor in connection with the performance of this Agreement. Except for the fees paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to CITY OF SAN LUIS OBISPO INFORMATION TECHNOLOGY SERVICES AGREEMENT Page 3 Contractor for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing services hereunder. 10. PRESERVATION OF CITY PROPERTY. The Contractor shall provide and install suitable safeguards, approved by the City, to protect City property from injury or damage. If City facilities shall be replaced or restored to a condition as good as when the Contractor began the work. 11.IMMIGRATION ACT OF 1986. The Contractor warrants on behalf of itself and all subcontractors engaged for the performance of the Services that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the Services hereunder. 12.NON-DISCRIMINATION. In the performance of the Services, the Contractor agrees that it will not engage in, nor permit such subcontractors as it may employ, to engage in discrimination in employment of persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of such persons. 13.WORK DELAYS. Should the Contractor be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default, act, or omission of the City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or labor due to federal government restrictions arising out of extended for such periods as may be agreed upon by the City and the Contractor. In the event that there is insufficient time to grant such extensions prior to the completion date of the Agreement, the City may, at the time of acceptance of the work, waive liquidated damages that may have accrued for failure to complete on time, due to any of the above, after hearing evidence as to the reasons for such delay, and making a finding as to the cause of the same. 14.PAYMENT TERMS invoice and acceptance by the City of the materials, supplies, equipment, or services provided by the Contractor (Net 30). Contractor will submit invoices monthly for actual services performed. Invoices shall be submitted on or about the first business day of each month, or as soon thereafter as practical, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non- disputed fees. If the City disputes any of Contractor's fees it shall give written notice to Contractor within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. 15.INSPECTION. City shall at all times have the right to inspect the work being done under this Agreement and Contractor shall furnish City with every reasonable opportunity and CITY OF SAN LUIS OBISPO INFORMATION TECHNOLOGY SERVICES AGREEMENT Page 4 assistance required for City to ascertain that the Services of the Contractor are being performed in accordance with the requirements and intentions of this Agreement. All work approval. The inspection of such work shall not relieve Contractor of any of its obligations under the Agreement. 16.CONFIDENTIALITY. Contractor agrees that any and all information and data furnished by City shall be deemed proprietary and confidential. All such information, to the extent previously, presently or subsequently disclosed to Contractor and/or processed and derived by Contractor services is the property of City and such property shall be deemed Confidential Information may contain information provided and/or generated by third parties. Contractor agrees that such Confidential Information shall not be disclosed to any third party without written consent from City, except as required by law, including but not limited to a subpoena, court order, or a request pursuant to the California Public Records Act. Contractor shall not use Confidential Information except to perform Services as directed by the Agreement. 17.OBLIGATIONS UPON TERMINATION. Upon termination or expiration of this Agreement, Contractor will ensure that all Confidential Information is securely transferred to City within thirty (30) calendar days. Contractor shall ensure that any transfers of Confidential Information is accomplished by methods that are compatible with relevant City systems, and that City will have access to all Confidential Information during any such transfer. Contractor shall securely dispose of all Confidential Information when requested by City and Contractor shall provide written notification to City once all Confidential Information has been securely disposed of. 18.DATA BREACH. a. Contractor shall report to City any data breach, as defined herein, as soon as possible but no later than twenty-four (24) hours after Contractor discovers such breach. Breach is defined as unauthorized acquisition or reasonable belief of unauthorized acquisition of computerized data that compromises the security, confidentiality, or integrity of Confidential Information maintained by Contractor. Contractor agrees to take commercially reasonable measures to address Breach in a timely manner. Except as otherwise required by law, Contractor shall not provide notice to end users or other entities of any Breach without written permission from City. Contractor shall begin remediation of the Breach immediately. Contractor shall provide daily updates, or more frequently if desired by City regarding findings and actions performed by Contractor until the Breach Contractor shall conduct an investigation of the Breach and shall share the report of the investigation with CITY OF SAN LUIS OBISPO INFORMATION TECHNOLOGY SERVICES AGREEMENT Page 5 ion, City and its authorized agents shall have the right to lead or participate in the investigation. Contractor shall cooperate fully with City and its agents and law enforcement. b. Contractor shall promptly reimburse City in full for all fees and costs incurred by City in any investigation, remediation, or litigation resulting from any Breach, including identity protection and restoration services for each person, who in the 19.LOCATION OF DATA & DISASTER RECOVERY. At all times during the Term of this Agreement, Contractor shall physically store and maintain Confidential Information provided by City within the continental United States . At all times during the Term of this Agreement, Contractor acknowledges that its disaster recovery sites must be within the continental United States, but geographically separate from the location physically stored and maintained. 20.DATA SECURITY. Contractor shall ensure that all Confidential Information stored or at rest Center, or in transport, will be encrypted in transport and will not be transferred to any other hosting entity without the written consent of City. 21.ONLINE & HOSTING FACILITY SECURITY. All facilities, devices, networks and services used to store, deliver, process, backup or purge Confidential Information will employ administrative, physical, technical, and procedural safeguards and best practices at a level sufficient to secure Confidential Information from unauthorized access, destruction, use, modification, or disclosure. Such measures will be no less protective than those used to ilar type, and in no event less than reasonable in view of the type and nature of the information involved. 22.AUDIT. Where applicable, as determined Contractor shall acquire, on an annual basis a confidential Service Organization Control (SOC) 2 Report on its systems examining logical security controls, physical security controls, and system availability, as produced by a third-party auditor in relation to the servi such report to the City. The SOC 2 Report will constitute Confidential Information as defined by this Agreement and be maintained in the manner set forth in this Agreement. Further, the City shall have the option of inspecting and/or auditing all records and other written materials used by Contractor in preparing its invoices to City as a condition precedent to any payment to Contractor. 23.AVAILABILITY OF DATA. In the absence of a documented Service Level of Agreement provided by Contractor, Contractor guarantees 99.99% availability of its services offered to City through this Agreement. experience downtime, meaning any instance where Agreement are unavailable to the City, other than scheduled downtime or for reasons CITY OF SAN LUIS OBISPO INFORMATION TECHNOLOGY SERVICES AGREEMENT Page 6 , for fifty-two (52) minutes total or more in a calendar year, City shall receive the following credit: for every fifteen (15) minutes of downtime, City will by twelve (12). To receive a credit, City shall request the credit in writing and provide documentation of communications with Contractor (calls, e-mails, support tickets, logs, or other monitoring) demonstrating and reporting downtime within thirty (30) days of the downtime exceeding fifty-two (52) minutes in a calendar year. 24.RIGHTS IN DATA. If, in connection with the services performed under this Agreement, Contractor or its employees, agents, or subcontractors, create artwork, audio recordings, blueprints, designs, diagrams, documentation, photographs, plans, reports, software, source code specifications, surveys, system designs, video recordings, or any other original all rights of Contractor or its subcontractors in the Deliverable Materials, are the sole property of City. Contractor, including its employees, agents, and subcontractors, may not City without the prior written consent of the City. 25.SOFTWARE LICENSING. Contractor represents and warrants that the software, if any, as delivered to the City, does not contain any program code, virus, worm, trap door, back door, timer, or clock that would erase data or programming or otherwise cause the software to become inoperable, inaccessible, or incapable of being used in accordance with its user manuals, either automatically, upon the occurrence of licensor-selected conditions or manually on command. Contractor further represents and warrants that all third-party software, if any, delivered to City or used by Contractor in the performance of the Contract, is fully licensed by the appropriate licensor. 26.INTELLECTUAL PROPERTY WARRANTY AND INDEMNIFICATION. Contractor represents and warrants that any materials or deliverables provided under this Agreement are either original, or not encumbered, and do not infringe upon the copyright, trademark, patent, or other intellectual property rights of any third party or are in the public domain. If Deliverable Materials provided hereunder become the subject of a claim, suit or allegation of copyright, trademark, or patent infringement, City shall have the right, in its sole discretion, to require Contractor to provide expense, new non-infringing materials, deliverables, or works as a means of remedying any claim of infringement in addition to any other remedy available to the City under law or equity. Contractor further agrees to indemnify, defend, and hold harmless the City, its officials, employees, and agents from and against any and all claims, actions, costs, judgements, or damages, of any type, alleging or threatening that any Deliverable Materials, supplies, equipment, services, or works provided under this Agreement infringe the copyright, trademark, patent, or other intellectual property or CITY OF SAN LUIS OBISPO INFORMATION TECHNOLOGY SERVICES AGREEMENT Page 7 proprietary rights of any third of Infringement -Party Claim of Infringement is threatened or made before Contractor receives payment under this Agreement, City shall be entitled, upon written notice to the Contractor, to withhold some or all of such payment. In the event the City Indemnitees are made a party to any actions, lawsuit, or other adversarial proceeding arising from any Third Party Claim of Infringement, the Contractor shall provide a defense to the City Indemnitees or at the reasonable legal fees, incurred in defense of such claims. 27.INDEMNIFICATION AND DEFENSE. To the fullest extent permitted by law (including, but not limited to California Civil Code Section 2782 and 2782.8), Contractor shall indemnify, defend, and hold harmless the City, and its elected officials, officers, employees, claims liabilities, obligations, judgments, or damages, includ operations conducted by Contractor, including the City except for such loss or damage arising from the sole negligence or willful misconduct of the City. In the event the City Indemnitees are made party to any actions, lawsuit, or other adversarial proceeding arising from the C or nonperformance of this Agreement, the Contractor shall provide a defense to the City Indemnitees or at the for their costs of defense, including reasonable legal fees, incurred in defense of such Claims. The defense and indemnity obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. 28.TERMINATION FOR CONVENIENCE. At any time during the term of this Agreement, the will be the lesser of a reasonable price for the services rendered prior to termination, or the price for the services reflected on this Agreement. Upon termination notice from the as to work in progress. 29.TERMINATION FOR CAUSE. If, during the term of the Agreement, the City determines the Contractor is not faithfully abiding by any term or condition contained herein, the City may notify the Contractor in writing of such defect or failure to perform. This notice must give the Contractor a ten (10) calendar day notice of time thereafter in which to perform said work or cure the deficiency. a. If the Contractor has not performed the work or cured the deficiency within the ten (10) days specified in the notice, such shall constitute a breach of the contract CITY OF SAN LUIS OBISPO INFORMATION TECHNOLOGY SERVICES AGREEMENT Page 8 and the City may terminate the contract immediately by written notice to the Contractor to said effect. Thereafter, neither party shall have any further duties, obligations, responsibilities, or rights under the contract except to comply with the obligations upon termination set forth in Section 15 of this Agreement. b. In said event, the Contractor shall be entitled to the reasonable value of its services performed from the beginning date in which the breach occurs up to the includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or completed by the Contractor as may be set forth in the Agreement payment schedule; compensation for any other work or services assessment of the value of the work-in-progress in completing the overall scope. c. The City reserves the right to delay such payment until completion or confirmed so as to permit a full and complete accounting of costs. In no event, however, shall the Contractor be entitled to receive in excess of the compensation quoted in its proposal. 30.INSURANCE. Contractor shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and made part of this Agreement. 31.Business License & Tax. The Contractor must have a valid City of San Luis Obispo business license & tax certificate before execution of the contract. Additional information regarding (805) 781-7134. 32.UNDUE INFLUENCE. Contractor declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of the City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the City has or will receive compensation, directly or indirectly, from Contractor, or from any officer, employee or agent of Contractor, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling the City to any and all remedies at law or in equity. 33.ASSIGNMENT. The Contractor shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. 34.AMENDMENT. Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by the appropriate CITY OF SAN LUIS OBISPO INFORMATION TECHNOLOGY SERVICES AGREEMENT Page 9 Financial Management Manual. Contractor shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized by the City in advance and in writing. 35.COMPLETE AGREEMENT. This written Agreement, including all writings specifically incorporated herein by reference, shall constitute the complete Agreement between the parties hereto. No oral agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such oral Agreement, understanding, or representation be binding upon the parties hereto. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 36.NOTICE. All written notices to the parties hereto shall be sent by United States mail, postage prepaid by registered or certified mail addressed as follows: To City: Community Services Group City of San Luis Obispo [919 Palm Street] Attention: Rebecca Bernstorff rbernstorff@slocity.org To Contractor: Kevin Strauss 1930 Veterans Memorial Highway Suite 14-125, Islandia, NY 11749 37.GOVERNING LAW. Any action arising out of this Agreement shall be brought in the Superior Court of San Luis Obispo County, California, regardless of where else venue may lie. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 38.AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant that each individual executing this Agreement on behalf of each party is a person duly authorized and empowered to execute Agreements for such party. CITY OF SAN LUIS OBISPO INFORMATION TECHNOLOGY SERVICES AGREEMENT Page 10 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. CITY CONTRACTOR _______________________________ By: City Manager _______________________________ By: Kevin Strauss Its: Director of Sales, GoGov APPROVED AS TO FORM: _______________________________ By: J. Christine Dietrick, City Attorney Response to City of San Luis Obispo RFI: Centralized Resident Inquiry Platform December 8, 2021 GoGov 1930 Veterans Memorial Highway Suite 14-125 Islandia, NY 11749 925-456-4468 www.GoGovApps.com 1930 Veterans Memorial Highway, Suite 12-425 Islandia, NY 11749 Page 1 of 25 RFI – Centralized Resident Inquiry Platform Table of Contents 1 Proposed Solution......................................................................................................................................2 2 Implementation Timeline & Details.........................................................................................................22 3 Ongoing Maintenance & Support............................................................................................................24 4 References ...............................................................................................................................................25 1930 Veterans Memorial Highway, Suite 12-425 Islandia, NY 11749 Page 2 of 25 RFI – Centralized Resident Inquiry Platform 1 Proposed Solution GORequest GORequest is a CRM offering geared specifically toward government agencies that represents the next stage in the evolution of government providing superior customer service to its constituents. GORequest enables local government services to be available 24/7 through a variety of input portals which include the Web, mobile devices, email, social media and the telephone. With GORequest, residents can ask questions, make service requests, and offer suggestions from the comfort of their home, office or mobile device such as the iPhone or Android, thus reducing the need to call or visit City Hall. Furthermore, residents can check the status of their requests and are automatically notified when the request is resolved. Many residents will have their questions answered with the built in, fully searchable knowledgebase, ultimately reducing the need to even submit a service request or have staff answer the same question repeatedly over the phone or at the counter. Citizens will appreciate the improved customer service, responsiveness, and communication. Should citizens still want to come visit City Hall or call in, most GoGov clients have their customer service agents ready and waiting with the GORequest staff-facing part of the software on the screen so that when an issue is verbally given to a staff member they can easily: Enter a partial amount of the citizen information and have the software look-up and fill-in the full profile of the citizen and see any prior requests that they’ve made. Enter a partial amount of the address and have the software look-up and fill-in the full address and show any previous issues or requests that have taken place at that address. Have the FAQ/Knowledgebase articles pop up on screen once they select the request type so that they can easily be reminded of key information to read back to the citizen if applicable. Staff can also utilize GORequest to automate tedious tasks and enable them to better manage their workloads. Staff will get more done with less time. Key functions include: 1930 Veterans Memorial Highway, Suite 12-425 Islandia, NY 11749 Page 3 of 25 RFI – Centralized Resident Inquiry Platform Email notification of tasks anddeadlines Priority escalation and reminders Advanced workflow and delegationcapabilities Simple and easy two-way communication between citizens andstaff Standard reply templates for quick and consistentcorrespondence More than 20 standard reports Robust, easy-to-use custom reporting and scheduling tools Configurable screens and forms Complete activity logging Integration library consisting of over a dozen different 3rd party solutions to prevent double data entry and pull in key information from system to system The GORequest system represents a complete, intuitive, hosted solution so there is no additional hardware or software to purchase or install. The web-based tools are available from any device connected to the internet, making it available from anywhere, anytime. The simple software-as-a-service pricing model makes purchasing decisions easy for your agency; you do not have to decide on a number of seats, read-only access, or a finite number of workflows/automations as our pricing model includes unlimited topic types, automation behind topics, data storage, training, support, upgrades, and maintenance. GORequest is designed and packaged for sale to be an agency-wide solution, used by all departments. Citizens will reap the benefits of a one-stop-shop for all customer service related questions and answers, while the software’s group and role permissions (which can be managed from Active Directory with the proposed LDAP integration!) make it easy for each agency department to own and manage their piece of the process. 1930 Veterans Memorial Highway, Suite 12-425 Islandia, NY 11749 Page 4 of 25 RFI – Centralized Resident Inquiry Platform Agency Branded Mobile App The GORequest solution comes standard with an agency branded mobile app! This app is available via both iOS and Android. Agencies can create a unique name and logo that captures their goals and resonates with citizens. That app name is what citizens will search for in their respective app stores to download this tool. Once downloaded, the app will appear on the device home screen with a unique logo and name, helping to have the agency branding resonate even more with the user. All updates and changes to the app are easily done by the agency from the administrative part of the software and do not require the end user to do an update from the app store to see the changes reflected! The mobile app is designed to serve as the digital front door for your entire agency, allowing for easy submission of service requests. Service Request Submission Via Mobile App The main functionality that agencies typically desire from the mobile app is simple, easy to use service request submission capability. Using the GOGov mobile app, citizens and staff alike can submit a request with only a few taps of their finger. Intuitive search capability on request topics makes it a breeze for citizens to find the topic they are looking for. Using location services, the app knows the current location of the user and when applicable, the app will automatically fill in and submit this information along with the citizen’s request. If someone sees an issue to be reported but doesn’t have time to open the app, they can simply snap a photo and submit the issue later. The GORequest software will 1930 Veterans Memorial Highway, Suite 12-425 Islandia, NY 11749 Page 5 of 25 RFI – Centralized Resident Inquiry Platform automatically adjust to use the photo’s location. The only thing left for the user to do is fill out the agency’s requested information for that topic, and submit. GOGov allows agencies to create an unlimited number of request types. As an agency, this is going to allow for the collection of the exact information each department desires. It may also lead to clutter on the mobile app, which is why GOGov allows for each agency to choose which topics are available for submission via mobile app and which are available via the web. It also means that there will be different needs for each topic in terms of exactly what type of information needs to be collected. GORequest makes this simple with unique, unlimited custom fields. Add custom labels to a wide variety of field types (single select, multi-select, short text, long text, date picker, time clock, etc.) and apply them uniquely to their corresponding request type. Citizens are happy because they are prompted to enter information that will help to fill their request faster, while the agency also wins by gathering the correct details to route and assign the request internally for quick resolution. Communication and tracking ensure that staff and citizens are both on the same page regarding the request’s status. Users of the mobile app will receive push notifications confirming submission, updates to statuses of their requests, notice of closure of their request and even a direct message from staff. The collaboration tool built into the staff facing version of the software makes it simple for agency staff to directly message citizens and have them notified of that message via push notification. Citizens are then easily able to open the related request and respond back to agency staff in the collaboration area of the request. The entire conversation is 1930 Veterans Memorial Highway, Suite 12-425 Islandia, NY 11749 Page 6 of 25 RFI – Centralized Resident Inquiry Platform logged on the request record so a clear history of all communication on that specific topic is seen by both sides. Users can also easily view the status or any comments of previously submitted requests from right inside the app with a single tap. Mobile Applets With citizens having such a variety of apps at their disposal, GOGov wants to help your agency provide the most value possible to those citizens who choose to download and use your mobile app. In order to do this, GOGov has created a variety of applets, which are specific buttons/functions available to the citizen inside of the app, allowing the agency to provide more utility than simply submitting a request. There are two types of applets to create and setup – native and non-native. Native Applets GORequest has a number of different native applet offerings. An applet is considered “native” if it can be setup and configured from the system configuration part of the software. The driving force behind all the applets is to provide users of the mobile app with extremely quick and easy access to information and services offered by the agency. GORequest offers the following types of native applets: Single Phone List – one list of important phone numbers and their relatednames. Grouped Phone List – the ability to have multiple single phone lists on one screen, broken down by group or topic as to make it easier to find the number and to not have a long scrolling list, making for a poor user experience. Elected Officials – Citizens no longer need to search through your website to find the names and information of their elected officials. Agencies can easily fill out the following for each elected official they have at the moment: Name, Title, Photo, Email, Two Phone numbers, Info/Bio, and a URL or weblink to an external page where perhaps there is more information pertainingto that official or the area they represent. Also available in this applet is the ability to “message” the elected official. The messages are actually sent into the GORequest system as tickets, not directly to the official as an email, so that they can be tracked in terms of if they were answered and how long it took as well as to assign 1930 Veterans Memorial Highway, Suite 12-425 Islandia, NY 11749 Page 7 of 25 RFI – Centralized Resident Inquiry Platform routing. Often, elected officials are extremely busy and in order to keep up with constituent email, a chief of staff may assist in sorting and categorizing communications from citizens. GORequest can have the messages that are sent to the elected official routed right to their aides/chiefs of staff. Single Places List – Highlight parks, hospitals, administrative and court buildings and any other key locations within your agency so they are readily accessible to app users (even giving them directions from their current location) by entering the following for each place: Name, Address, phone, email, hours, picture, information/description and a URL to their website. Group Places List – the ability to add a larger number of places, broken down by category, collapsible to users to avoid long scrolling. Facebook Feed – You’ve put a lot of work into creating and promoting your Facebook site with all of its wonderful content. Give direct access with a simple tap of an icon from right inside of the mobile app. Surveys – Customer satisfaction surveys are typically a standard feature of the GORequest system as requests are being submitted and completed, however many agencies want more feedback. The Surveys applet allows you as an agency to create a variety of survey questions that will live inside of this applet where citizens can give their opinion on pertinent questions that are posed by you, the agency. Of course, the survey results can be rolled up and reported later on for managerial use and decision making. Templates – Use this applet to creation customized functionality like the ability to “Call City Hall” with the click of the icon. Subscribe – Want to give citizens the ability to subscribe to categories and topics of information so that they can receive updated news and events from your agency in those areas? As an agency, you can create a list of subscription topics that citizens will pick from and then use the backend of the GOGov software to create and manage content to send to each category/topic’s respective subscribers. A simple-to-use editor helps to ensure newsletter and other types of informational content creation is easy for staff to create and manage! Taking things one step further, if a citizen has ever submitted a request for a given topic and provided their email address with that request (could have 1930 Veterans Memorial Highway, Suite 12-425 Islandia, NY 11749 Page 8 of 25 RFI – Centralized Resident Inquiry Platform been voluntary or required for submission), as an agency you can send a proactive email correspondence out to anyone who has ever submitted a request on a topic or set of topics. This can be an extremely valuable piece of functionality in the event you want to get a mass message out to as many people as possible. Knowledge Base - How do I apply for a business license? What are the City Hall hours? What is the agencies policy regarding bulky trash pickup? The answers to these and any other question the agency wants to provide an answer to can be found in the Knowledge Base that will get setup throughout implementation and on-going use. Track Issues – Are you an active, engaged citizen who has helped your agency by using the mobile app to report issues or ask questions? Easily track previous issues that you’ve submitted and their status with the simple press of a button. Non-Native Applets Non-native applets come in the form of URL’s. The concept here is to take any useful, mobile friendly content that might reside on your agency website and make it easily visible and accessible via its own applet. Simply choose the content you would like to have users’ access (for example, the news calendar on your website), copy that URL, paste it into the system configuration and name the applet, in this example, “City News”. The GORequest system contains a few hundred symbols to choose from, pick one to assign to this applet and the possibilities are endless. Great use cases include taking online services like utility billing payment and turning it into an applet that lives inside of the mobile app. 1930 Veterans Memorial Highway, Suite 12-425 Islandia, NY 11749 Page 9 of 25 RFI – Centralized Resident Inquiry Platform Online Web Portal & Fully Searchable Online Knowledge Base The GORequest solution aims to provide as many avenues as possible for citizens to find information and submit requests. One of the most common ways that requests are submitted is through the agency website. GOGov will build, color and provide a link to a branded iframe that gets dropped right into the agency website that will allow for searching of the online knowledge base and simple, detailed requests to be submitted, converting the high web traffic that most agency sites see into possible citizen engagement. The iframe is mobile responsive, ensuring that no matter what device the citizen is visiting the agency website from, they can easily use the GOGov web portal for request submission. 1930 Veterans Memorial Highway, Suite 12-425 Islandia, NY 11749 Page 10 of 25 RFI – Centralized Resident Inquiry Platform Web-based Request Submission Whether it is using the “I want to…” or “How do I…” functionality of your website, or simply having a clickable icon planted right on your website’s home page, GOGov clients make it simple for citizens to find the area of the site where they can submit their requests online. Once the citizen arrives at the GOGov iframe, a simple search or browsing of categories and their topics with short descriptions ensures that citizens will easily find the topic that is best for their request. Once selected, the user fills out the simple form that populates on the page, likely including a Google map to help find and verify the address. Most users have seen and used Google maps before, so it is a familiar way to drag and drop the location pin, taking advantage of Google Map features like street view or satellite view. Users can also start to type the address manually and watch as the autofill suggestions start to fill in the address. Want to collect the most accurate information as possible to ensure fast and easy resolution? Agencies can take advantage of adding as many custom fields to the form as they would like, done on a per topic basis. Custom fields include text fields, multi selects, single selects, time of day and much more. The fields can be set to either required or optional, allowing for maximum flexibility and ease of use. 1930 Veterans Memorial Highway, Suite 12-425 Islandia, NY 11749 Page 11 of 25 RFI – Centralized Resident Inquiry Platform Use Direct Calls to enhance the user experience The GOGov system allows agencies to create direct calls to specific request topics. The concept here is to embed these forms on certain pages of your website, making it simple and easy for the citizen to submit a request for that specific topic without having to link back to the entire topic listing that exists inside of the iframe. For example, the agency might have a request topic for “abandoned vehicles”. If the agency has a portion of the website that explains what to do to report an abandoned vehicle, they can write whatever content they would like on their website and also include on that same page the specific form to submit a request for the “Abandoned Vehicle” topic. No searching or clicking through the website for the user, instead it is instant access to the information that they need. Knowledge Base While citizens may be visiting the GOGov web portal to search for a specific topic they would like to submit a request for, it is also likely that their submission is simply a question they are looking for an answer to. In order to help agencies provide the best user experience possible, the GORequest system comes fully equipped with a searchable knowledge base. As the agency is setting up various categories and topics for citizens to choose from, they can add detailed information to each of these topics. This information can contain paragraphs of text, phone numbers, links, hyperlinks and photos that describe in more detail information surrounding that specific request type. For example, if the citizen chooses the topic of “Residential Recycling”, instead of just having them fill out a form and submitting a question, the screen can also display a plethora of information about the agency’s recycling program. It is extremely possible that the information provided will fully answer the citizen’s question, eliminating the need for submitting a request altogether. This leaves the agency with one less question to field and more importantly, has the citizen leaving the website with all the information that they were seeking to find without having to wait for a response from the agency. 1930 Veterans Memorial Highway, Suite 12-425 Islandia, NY 11749 Page 12 of 25 RFI – Centralized Resident Inquiry Platform Have a static form on your website for FAQ’s? Perhaps even multiple static FAQ lists by department? GOGov will help to eliminate those desperate lists and consolidate all Q&A into one, convenient location. Not all search results need to lead to a request submission. The agency is encouraged to create as many topics as desired that are essentially FAQ’s, so that as citizens search and the results appear, the content the agency provided will appear. When a citizen finds the article that best fits their question, it is very possible that the screen will display all of the information listed above, however, it will not include the ability to submit a request. This could simply be an informational topic to help make the knowledge base a legitimate 24/7 citizen self- service center; as not all information that citizens seek lead to a request. Some of GOGov’s larger clients have over 500 Knowledge Base articles. Providing additional avenues for requests – email to request As agencies look for the most convenient ways possible to allow citizens to submit requests, GOGov is here to help with email to request functionality. GOGov can help the agency configure specific email addresses to be pointed at the GORequest system and when an email is sent to that address, it will come into the system as a request. It is fully trackable, assigned to the correct person and, most importantly, doesn’t get lost in an inbox somewhere. Many agencies will use this feature for generic mailboxes, such as publicworks@agencyXYZ.com – 1930 Veterans Memorial Highway, Suite 12-425 Islandia, NY 11749 Page 13 of 25 RFI – Centralized Resident Inquiry Platform allowing for even the most general of questions to make their way into the system. 311 Call Centers, Calls into City hall or Walk ups at the Counter With all of the various avenues that exist to submit a request, some of the more traditional methods must still be addressed. Whether it is staffing a 311 call center with call agents, taking random calls from citizens in any department throughout the City, or having folks physically walk into City Hall, agencies need an easy way to ensure these interactions make their way into the GORequest system. Getting these requests into the system allows for proper tracking, assignment and documenting (for public records request purposes) of all citizen interactions. The GORequest staff-facing software is the best way to make this happen. The “New Request” screen on the staff facing part of the software is so intuitive that we’ve seen large agencies staff 311 Call Centers with agents ready and waiting on this screen to take calls and enter requests. History Tracking As agents take calls or staff speak with citizens at the counter, they can start to enter pieces of information into the GORequest software. Because GORequest tracks all previous interactions with a citizen or issues at a specific address, entering this information becomes extremely streamlined. The staff member can type in the last name of the citizen and a list of names will appear based on previous requests that have been entered into the system under that name. If the call agent or staff member can confirm that this person is indeed already in the system, they simply choose their name from the list and watch the rest of their information (first name, address, phone, email) autofill onto the screen. The same type of autofill and historical tracking exists on a per address basis as well. If a staff member starts to enter the address of the request into the system and tabs out of the field, the system will look up all addresses that match that, ensure the staff member is selecting the correct one and once selected, the system will display ALL previous requests that have 1930 Veterans Memorial Highway, Suite 12-425 Islandia, NY 11749 Page 14 of 25 RFI – Centralized Resident Inquiry Platform happened at that address, both open and closed. This arms the staff member with useful information, being able to confirm with the citizen previous issues at that address or perhaps confirm that there have been multiple calls/submissions for that address today that the agency is already aware of. Once the address is entered, the staff member will also have a view of a map and a pin marker showing exactly where that location is, in addition to other pin markers showing other open requests for that specific request type (i.e. if the citizen is reporting a pothole, the staff member will see on the map all other open pothole requests throughout the agency). Staff Efficiency So now you’ve got your citizens submitting requests – how do we know as a staff that we’ve received a request? What do we do when we get one? What if there are questions to be asked back to the Citizen? What if I need to route a request to a few staff members in order to get it completed? GORequest has the staff covered with our completely browser based, easy to learn and use staff-facing part of the software. Automated Notifications One of the many ways that GORequest will help to streamline the citizen request management process is by automating one of its most key components – communication. The concept behind the system design is to have both citizens and staff contribute their pieces of the puzzle, while behind the scenes the software is cooking up and serving automated emails and push notifications to ensure that citizens and staff are always in sync. For example, when a citizen submits a new request, they will receive instant confirmation on their screen, in addition to an automated email that will arrive in their inbox summarizing the details of the request and providing a link to where they can add additional information. Alternatively, when a citizen submits a request, the staff member will receive an automated email. The request will get assigned based on pre-set assignment rules. The email the staff member gets will reaffirm that a new request has been assigned to them, give some high-level overview 1930 Veterans Memorial Highway, Suite 12-425 Islandia, NY 11749 Page 15 of 25 RFI – Centralized Resident Inquiry Platform information about the request and, most importantly, contain a link that the staff member can click on to launch a web browser, log into our software and see the open request screen for that specific request. If the citizen has some additional information to add to their request or has a question to ask about their request, they can easily access that area as mentioned above and once they do, an automated email will go back to the staff member informing them that they received new information/comments on an open case assigned to them. If the staff member has a question for the citizen, the staff member simply types in their question, comment or concern and clicks “send to customer” and the citizen receives an automated email and/or push notification letting them know that the agency is trying to communicate with them regarding one of their submittedrequests. Automated notifications don’t just have to be for verbal exchanges…the GORequest system is so highly configurable that we can setup automated alerts to go out based on a wide variety of events. Are you a manager of a department or an elected official running a specific initiative and want to be notified every time a certain type of request comes in? Done. Would you like to manage expectations by providing citizens an SLA for when a request will be completed? Well, you can now feel comfortable doing so, as the GORequest solution can send automated emails to request owners and their managers as due dates for requests approach and even escalate to additional staff automatically when requests become overdue. Dashboards and Filters One of the best ways to stay organized and work in a manner that is most productive to your specific role is to utilize the dashboards and filters that are available to all staff members. The software comes standard with an “assigned to me” and “all” filter for each employee’s dashboard. The utility of each view will certainly depend on your role in the agency; however, this allows the employee to easily view only requests that they need to work on. Once the dashboard is narrowed down, employees can easily sort that group of requests by the columns on the dashboard. For example, many employees choose to work based on due date – so they will filter their dashboard to show only requests assigned to them, and sort based on due date, 1930 Veterans Memorial Highway, Suite 12-425 Islandia, NY 11749 Page 16 of 25 RFI – Centralized Resident Inquiry Platform showing any overdue or coming due tasks in descending order, down to requests due at a future date. For others, they may decide that working based on priority is the most efficient way to operate, so the filtered list is sorted by priority instead of due date, perhaps working from highest priority down. Custom Filters While the GORequest system certainly comes stocked with best practice and highly useful filters, the extreme flexibility of the solution allows for the building of custom filters. These filters will help users that are in specific roles view a dashboard that makes their day as organized and easy to manage as possible. These filters are created and assigned to specific users, so views that are important and necessary for some staff, don’t even need to be visible to others. For instance, a P ublic Works manager that has been given a directive by the Mayor or City Manager to really focus on cleaning up graffiti in the City can have a custom filter showing “Graffiti Only” requests. Searching The GORequest solution boasts a simple open search field at the top of each user’s dashboard, allowing them to use words, addresses and other attributes to find requests inside of the system – regardless of their status. Users can easily search through closed requests from here as well. If a user would like to get more specific, they still don’t need to revert to the reporting tab, as the “advanced find” option will pull up a detailed list of data that is specific to the agency’s field names and attributes and allow the user to easily select the desired criteria from a list. The results are then displayed on the sortable dashboard – allowing for easy access to a multitude of records. Assignment Rules Once up and running, receiving requests of all sorts, it will become important to ensure that inbound requests are assigned to the correct staff members internally so that there isn’t unnecessary, constant passing of requests from one staff member to another. The best way to ensure that situation doesn’t happen is by setting up assignment rules. There is a variety of 1930 Veterans Memorial Highway, Suite 12-425 Islandia, NY 11749 Page 17 of 25 RFI – Centralized Resident Inquiry Platform criteria related to a specific request that can be used to help determine what staff member each request gets assigned to upon submission. It can be as straight forward as saying “If the type of request is “Pothole”, assign it to Steve from Public Works”. It can also be much more complex than that. Any fields that are added to customize the form for a request can be used as values to create assignment rules. For example, if citizens are asked to indicate what type of surface the graffiti that they are reporting is on, that request can be routed internally to different staff depending on which surface they choose. Values can even be grouped together and assigned that way. Consistent Communication Ultimately, GORequest can become an agency-wide solution. This leads to lots of staff members from a variety of departments interacting with the public. When this is the case, it is important to provide consistent messaging that can be relied on to convey the proper tone and intent. In order to help with this, the communication areas in which the staff can work will have a variety of prefilled text. This text can be as short as a few words or as lengthy as a few paragraphs. Department heads and system administrators will be able to provide a simple description of what the text is for in a drop-down menu and have it there for staff to choose from when it comes time to communicate. Not only does this ensure consistent, thorough messaging, it ensures that there are no overlooked spelling and grammar mistakes. 1930 Veterans Memorial Highway, Suite 12-425 Islandia, NY 11749 Page 18 of 25 RFI – Centralized Resident Inquiry Platform Mobile Access On the go? No one understands that more than us. Staff can easily access their dashboard right from their mobile device via the employee access applet or mobile log in on a phone or tablet to see our responsive design in action, giving employees access to the information that matters most, on the go. Our text fields even support voice dictation if your device offers it, so go ahead and talk away to get to the end of your request log. Everything you need on a Single Screen Staff members can easily work their requests from one, single, completely browser-based screen. The employee request screen is designed to allow staff to handle a request from reception through completion without having to bounce around to multiple screens inside of the software, or from multiple browser tabs. Whether it is communicating back and forth with a citizen, viewing the request on a map, or changing the status or priority, all actions are found on one neat, organized screen, making it easy for staff to work on their requests without getting lost in the software. ESRI GIS Integration GIS is an indispensable tool for most government agencies as it allows for information to be analyzed by location. Connecting GORequest to the GIS system offers several advantages and capabilities. Depending upon the specific information provided in the City’s GIS system, they could include: 1)Address Validation for Requests – When someone goes to submit a request (Citizen or staff) and they use an address, the system currently validates that address against Google Maps to determine its validity and to pull in the full address details. This is certainly effective, but the addresses are based on the most recent Google Map data and we have found that some of our municipalities update their GIS system faster than Google does refreshes of their map 1930 Veterans Memorial Highway, Suite 12-425 Islandia, NY 11749 Page 19 of 25 RFI – Centralized Resident Inquiry Platform information. With the GIS integration, the system would be checking against your GIS system (map / geocode server) to determine if the address is valid and pull in full address details. 2)Employee Request Screen Map Snippet – The employee open request screen includes a visual representation of where the request’s address is that currently uses a Google Map…when using the GIS integration that would be replaced with your ESRI map for staff to use. Any citizen facing components (web portal, mobile app) will still have the citizen using a Google map to drag and drop the pin, however it will be validating the address against your GIS. 3)Geo-Routing, Attributes & More – One of the other major benefits of integrating GIS is that we can use defined variables from it to automate parts of the software. For example, you might have the City broken into council districts and tell us that requests/ cases should be assigned to specific staff members based on what district they come from. Another one would be where you have attributes stores with all of your addresses and want those displayed for employees on the request / case screen for the associated address of the case/request (i.e. staff want to see garbage pickup day, recycling day and zone on each request/ case. 4)Report Enhancement – Once you have us add some of these defined variables that are mentioned in the paragraph above, they all become available as filters for reports. This would allow you to break your reporting down based on geography in addition to the other ways you currently do. A popular option here would be a set of reports that are run currently, but broken down by council district so that each council person can see exactly what is going on in the district that they represent. LDAP Integration Non-technical managers have a hard time fathoming how difficult it is for the IT staff to maintain user accounts and permissions across the various systems. In addition to setting up accounts for new hires and disabling accounts when people leave, there are ongoing tasks like changing passwords and managing access levels. With the LDAP interface, all staff information and permission levels are defined and maintained in a single location at the City. From the same interface used to create and maintain network and email 1930 Veterans Memorial Highway, Suite 12-425 Islandia, NY 11749 Page 20 of 25 RFI – Centralized Resident Inquiry Platform accounts, IT staff can also manage the user accounts for GORequest and GOEnforce. This offers several advantages, including: Eliminates the duplicate entry of information into GORequest and GOEnforce as it comes directly from the centralized LDAP system When IT sets up the employee for access to the City’s network, they are also automatically setup for access to GORequest and GOEnforce. When an employee leaves the City, their access rights are immediately removed from GORequest and GOEnforce. If an employee's information changes (e.g., phone number, name change, etc.), it is automatically updated in GORequest and GOEnforce. If an employee changes departments or jobs, their permissions are automatically updated in GORequest and GOEnforce. Employees do not maintain a GORequest password as the password will automatically be the same as their City network password The technical staff can control employee's access to GORequest from the LDAP directory, just like they do for other applications The LDAP integration simplifies administration for the technical staff and reduces the overall cost of ownership. Integrations Scoping for Tyler Energov & CityWorks GOGov works with many clients to integrate our solutions into other 3rd party systems. Both CityWorks & Energov are existing integrations in the GOGov integration library. GOGov uses APIs to connect and shuffle data in two-way syncs, based on feedback of the client’s needs. The integrations are written and supported by GOGov, including the following capabilities: 2-Way Sync Attachments Copied Customizable Status Updates Automatically Sent to Citizen Auto-Route, Auto Close 1930 Veterans Memorial Highway, Suite 12-425 Islandia, NY 11749 Page 21 of 25 RFI – Centralized Resident Inquiry Platform GOEnforce GOEnforce is a sophisticated and powerful software solution for managing every aspect of code enforcement and when enabled, is a seamless extension of GORequest. Using the existing municipal code at its core, it allows code enforcement officers to log code violations and manage the entire process to final resolution. To dramatically improve staff productivity and enforcement effectiveness GOEnforce provides: Automatic Parcel Lookup: Automatically corrects and validates addresses plus retrieves parcel owner and related information for insertion into case records. Letter Generation Engine: Providing push-button letter generation that incorporate inspection notes, violations, corrective actions, photos, and optional paragraphs for automating complex letters and notices. Batch printing enables more efficient processing. Letters are generated as PDFs so staff can use iPads in the field for letter generation. Notifications and Workflow: Delivering reminders and inspection sheets directly to staff email boxes so they do not miss important dates or scheduled activities. Property and Resident Alerts: Scans previous case history to retrieve previous warnings to notify officers of potentially dangerous persons or locations such as those with aggressive dogs. Cost Recovery Toolset: Allows generating citations and invoices, assessing fees, and tracking time for billing violators. Optionally log payments for maintaining outstanding balances. Image Management: Attach an unlimited number of images along with descriptions and notations for full documentation. Images are stored in high- resolution while automatic server scaling ensures high performance. Push-Button Case Files: Automatically generates necessary reports, documents, and case history required for prosecution. Audit Log: Seamlessly records every change to the case record including when and by whom the changes were made. 1930 Veterans Memorial Highway, Suite 12-425 Islandia, NY 11749 Page 22 of 25 RFI – Centralized Resident Inquiry Platform 2 Implementation Timeline & Details GOGov would be able to have this project live within 4-8 weeks. That timeline can be either extended or condensed based on the City’s needs and resources available, however that would be our standard delivery timeline. Implementation The GOGov solution is more than software. In addition to the proven system, GOGov will also provide: Expert consulting and project management Configuration and implementation Training – remote (onsite available for an extra fee) Extensive documentation Together, these services provide a complete turn-key solution that is both effective and timely. The following sections provide a detailed description of these services. Consulting and Project Management GOGov understands that one size does not fit all. While there are standard practices, the City is unique in many ways. The company’s expert consultants take the time to understand the City’s individual needs and methodologies to devise an implementation plan. The plan will apply industry best practices to automating existing processes for improving customer service and efficiency. The team will consult with City staff throughout the implementation process and offer advice for improvements, where appropriate. The Project Plan will take into account key milestones, the City’s individual needs, available resources, and target deadlines. GOGov will implement the plan and carefully monitor the schedule and scope to ensure the project is on-time, on-budget, and on-scope while making the process easy and trouble-free for City staff. Configuration and Implementation In the consulting process, the details necessary to implement the system are gathered. GOGov and the City then complete all configuration steps: Configuration of users, departments and security parameters Definition of workflows, staff assignments, and processes Configuration of services and accompanying forms Input of Knowledge Base content and stock replies 1930 Veterans Memorial Highway, Suite 12-425 Islandia, NY 11749 Page 23 of 25 RFI – Centralized Resident Inquiry Platform Customization of screens, reports, and templates for letters and other types of correspondence GOGov will perform the initial configuration plus subsequent revisions based upon the City’s feedback. GOGov can also provide ongoing configuration changes to the system as part of the annual subscription. 1930 Veterans Memorial Highway, Suite 12-425 Islandia, NY 11749 Page 24 of 25 RFI – Centralized Resident Inquiry Platform 3 Ongoing Maintenance & Support Hosting, Maintenance, and Support All of the GOGovApps services are provided as SaaS, meaning that the City does not purchase and maintain hardware or software. A fixed monthly fee includes: A secure and reliable hosted system Ongoing maintenance Unlimited technical support System upgrades and enhancements Technical support is available via telephone, email, and online. GOGovApps guarantees a 24-hour response time, though most issues are answered within a few hours. Software Updates As part of the subscription service, new system features and enhancements are provided at no additional cost. The product is designed so that any new features can be selectively accepted by the City at a time that is convenient. Because the software is browser-based and hosted on a remote server, all updates are performed on GOGovApps servers. There is no need for the City to update any software or hardware to obtain the latest software. 1930 Veterans Memorial Highway, Suite 12-425 Islandia, NY 11749 Page 25 of 25 RFI – Centralized Resident Inquiry Platform 4 References Reference 1 Agency Name The City of Santa Clarita, CA Point of Contact Frankie Rios Phone Number (661) 255-4992 Email Address FRIOS@santa-clarita.com Customer Since 9/11/2007 Reference 2 Agency Name The City of West Covina, CA Point of Contact Deborah Johnston Phone Number (626) 939-8858 Email Address djohnston@westcovina.org Customer Since 06/24/2019 Reference 3 Agency Name The City of Apple Valley, CA Point of Contact Brandon Cales Phone Number (760) 240-7000 Ext.7609 Email Address bcales@applevalley.org Customer Since 11/15/2006 Reference 4 Agency Name The City of Clovis, CA Point of Contact Jesse Velez Phone Number (559) 324-2188 Email Address jessev@ci.clovis.ca.us Customer Since 11/28/2005 Order Form | 2021 Page 1 of 5 City of San Luis Obispo, CA Citizen Request Management (CRM), Code Enforcement Case Management, ArcGIS Integration, Cityworks Integration, LDAP Integration, Energov Integration December 7, 2021 Prepared By: Kevin Strauss, Director of Sales (631) 861-5812 Kevin@GoGovApps.com Prepared For: Miguel Guardado IT Director mguardado@slocity.org Order Form | 2021 Page 2 of 5 Subscriptions &Services Description Amount GORequest Citizen Request Management (CRM) – Unlimited Subscription $1,250 /month GOEnforce Code Enforcement Case Management (CE) – Unlimited Subscription $825 /month ArcGIS Integration to the City’s ESRI GIS System $250 /month Energov Integration to the City’s Energov System $250 /month CityWorks Integration to the City’s CityWorks System $250 /month LDAP Integration to the City’s LDAP System $250 /month Bundle Discount -$615 /month Services: $0 Annually: $29,520 Monthly Total: $2,460 Order Form | 2021 Page 3 of 5 Order Details Primary Contact Contact Name:Phone: Title:Email: Billing Information Contact Name:Phone: Quote Month:Email: PO #: (Optional)Cycle:Annual Billing Billing Practices: GOGov will send renewal quotes for budgeting purposes at the beginning of the Quote Month specified. Invoices are sent 45 to 60 days prior to subscription renewal and are due prior to the start of the Subscription Period. To align billing with budget cycles, extend Initial Subscription Period to include extra months and we will send an initial invoice for the extra prorated months and then a second invoice for the remainder of the Initial Subscription Period. Contract Information Initial Subscription Period:12 months starting: Replacing Contracts:If replacing existing agreement provide contract # or description & date. Contract #:(Internal) Order Form | 2021 Page 4 of 5 Terms &Conditions The following terms are the latest version of the GOGov Master Terms & Conditions that is maintained and updated. No part of these terms may be modified other than the “Special Terms & Exceptions” section. 1.IMPORTANT NOTICE TO USER: GOGov, Inc. (dba “GOGov”) owns all intellectual property in the software products listed in the Products and Services section (collectively “Software” or “Subscription Services”) in the Order Form. Customer shall not modify, adapt, translate, rent, lease or otherwise attempt to discover the Software source code. The following terms and conditions (this “Agreement”) will be effective as of the date of last signature of the Order Form (“Effective Date”) and will be governed by the laws in force in the State of New York. 2.Software License. The Software subscription services and the accompanying files, software updates, lists and documentation are licensed, not sold, to you. You may use a copy of the Software on your compatible computer for the purpose of connecting to the hosted service provided by GOGov as long as you are a current subscriber and maintain your annual continued services for the applicable licenses. Except as expressly set forth herein, GOGov disclaims any and all express and implied warranties, including but not limited to warranties of merchantability and fitness for a particular purpose. 3.Continued Services 3.1 Hosting. GOGov agrees to maintain Customer data in a secure datacenter and is committed to providing 99.5% uptime and availability. GOGov will perform nightly backups of your hosted data to an alternate physical location. 3.2 Ownership of Data. All hosted data specific to Customer is owned by the Customer. Within thirty (30) calendar days following termination of this Agreement, the Customer can request and GOGov will provide a complete copy of Customer’s data without additional charge through a downloadable zip file provided the customer is current on payments. 4.Payment Terms & Fees 4.1 Subscription Term and Termination.The initial Subscription Term of this Agreement begins on Effective Date (last signature) and will continue to the end of the Initial Subscription Period listed in the Order Form. At the end of the initial Subscription Term, Customer’s subscription and this Agreement will renew for an additional twelve (12) month term and for subsequent twelve (12) month periods thereafter. To stop the auto-renewal listed in the foregoing sentence, Customer must submit written notice to GOGov at Billing@GOGovApps.com not less than sixty (60) calendar days prior to the end of the then-current Term. GOGov reserves the right to increase the annual fees by 7% on the anniversary date of each annual term. 4.2 Payment Terms. Initial payment is due at the beginning of the subscription term. Each subsequent annual billing will be due on the anniversary date of the initial term. Payment Terms are NET 30 Days from the invoice date. 4.3 Taxes & Obligations. In exchange for its use of the Subscribed Services, Customer will pay to GOGov the amounts indicated in the Order. Said amounts are based on services purchased and not actual usage; payment obligations are non-cancelable and fees paid are non-refundable, except as otherwise specifically-provided herein. Unless otherwise stated, such fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (“Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If GOGov has the legal obligation to pay or collect Taxes for which Customer is responsible, the appropriate amount will be invoiced to and paid by Customer, unless GOGov is provided with a valid tax exemption certificate authorized by the appropriate taxing authority. GOGov is solely responsible for taxes assessable against it based on its income, property and employees. 4.4 On-Site Services & Expenses. Should on-site services requiring travel by GOGov staff be requested by Customer, GOGov will provide on-site service at GOGov’s then-current time-and-materials rates. In addition to these charges, Customer will compensate GOGov for associated airfare, lodging, rental transportation, meals and other incidental expenses as such expenses accrue and will be billed at cost and invoiced separately. 5.Limitation of Liability. GOGov will, at all times during the Agreement, maintain appropriate insurance coverage. In no event will GOGov’s cumulative liability for any general, incidental, special, compensatory, or punitive damages whatsoever suffered by Customer or any other person or entity exceed the fees paid to GOGov by Customer during the six (6) calendar months immediately preceding the circumstances which give rise to such claim(s) of liability, even if GOGov or its agents have been advised of the possibility of such damages. Order Form | 2021 Page 5 of 5 6.Updating of Terms. Upon each renewal of this Agreement, the latest Master Terms & Conditions that GOGov has published within the software ninety (90) days prior to the renewal date shall replace these terms. Any Special Terms & Exceptions listed in the original document shall carryover to the renewal terms. We reserve the right to change our Master Terms & Conditions at any time. If the changes are material, GOGov will advise the Customer by email or posting a notice on the site before changes go into effect. If the Customer does not agree to the new terms, Customer may contact Support@GOGovApps.com to have objections considered. 7.Other Provisions 7.1 Other Public Agency Orders. Other public agencies may utilize the terms and conditions established by this Agreement if agreeable to all parties. Customer does not accept any responsibility or involvement in the purchase orders or contracts issues by other public agencies. 7.2 Alternate Terms Disclaimed. The parties expressly disclaim any alternate terms and conditions accompanying drafts and/or purchase orders issued by Customer. 8.Special Terms & Exceptions. None. This Order Form is entered into between Customer and GOGov. Customer accepts and agrees to adhere to the Terms and Conditions with this order form, will be referenced as the “Agreement.” This Agreement between Customer and GOGov, which Customer hereby acknowledges and accepts, constitutes the entire agreement between GOGov and Customer governing the Services referenced above. Customer represents that its signatory below has the authority to bind Customer to the terms of this Agreement. GOGov, Inc.City of San Luis Obispo, CA Sign:Sign: Name:Daryl Blowes Name: Title:CEO Title: Date:Date: Additional Customer Signatures (Optional) Sign:Sign: Name:Name: Title:Title: Date:Date: -1- Information Technology The Contractor shall procure and maintain insurance for the duration of the contract against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, employees, or subcontractors. Minimum Scope of Insurance. Coverage shall be at least as broad as: 1.Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). 2.Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 3.Cyber Security and Privacy Liability (for vendors providing hardware, pre-packaged software or portal access technology or IT consultants, systems analysts, website designers, online services and content providers, cloud-based providers, computer programmers, and software consultants, system installation or software personnel.) 4.Cyber Technology Errors and Omissions Insurance (for software as a service for vendors or consultants, including colocation (shared hosting centers), cloud services, managed dedicated servers, programmers, and other IT professionals.) Minimum Insurance Requirements. Contractor shall maintain insurance amounts of no less than: 1.General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit ($2,000,000) 2.Employer's Liability: $1,000,000 per accident for bodily injury or disease. 3.Cyber Security and Privacy Liability: Consultant/Contractor shall procure and maintain Cyber Liability insurance with limits of $1,000,000 per occurrence/loss, $2,000,000 general aggregate, which shall include the following coverage: a. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including but not limited to personally identifiable information (PII), protected health information (PHI), security codes, access codes, passwords, etc. b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems, including hacker or denial of service attacks. c. Liability arising from introducing a computer virus into or otherwise causing damage to vendor (first- similarly related property and the data, software, and programs. d. Liability arising from professional misconduct or lack of the requisite skill required for INSURANCE REQUIREMENTS -2- performing services defined in the contract or agreement. e. Costs associated with restoring, updating, or replacing data. f. Costs associated with a privacy breach, including notification costs, customer support, forensics, crises management, public relations consulting, legal services of a privacy attorney, credit monitoring, and identity fraud resolution services for affected individuals. This coverage may be bundled into one policy or purchased as two separate policies. If coverage is maintained on a claims-made basis, Consultant/Contractor shall maintain such coverage for an additional period of three (3) years following termination of the contract. 4. Cyber technology errors and omissions insurance (as applicable). Consultant shall procure and maintain insurance with limits of $1,000,000 per occurrence/loss, $2,000,000 general aggregate, which shall include the following coverage: a. Liability arising from the unauthorized release of information for which an entity has the legal obligation to keep private, such as personally identifiable information (PII) and protected health information(PHI). b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems, including hacker or denial of service attacks. c. Liability arising from the failure of technology products (software and hardware) required under the contract for Consultant to properly perform the intended services. d. Claims alleging the failure of computer security that result in the transmission of malicious code, deletion, destruction or alteration of data, or the denial of service. e. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep-linking or framing, and infringement or violation of intellectual property rights. f. Liability arising from the rendering, or failure to render, professional services. g. Defense costs in regulatory proceedings (state and federal) involving a violation of privacy laws or intellectual property rights. h. Crisis management and other expert services. If coverage is maintained on a claims-made basis, the Consultant shall maintain such coverage for an additional three (3) years following termination of the contract. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees, and volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1. The City, its officers, officials, employees, agents and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the -3- Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; or automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, official, employees, agents, or volunteers. 2.For any claims related to this project, the Contractor's insurance coverage shall beprimary insurance as respects the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 3. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 4. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Verification of Coverage. Contractor shall furnish the City with a certificate of insurance showing maintenance of the required insurance coverage. Original endorsements effecting general liability and automobile liability coverage required by this clause must also be provided. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. 05/26/2022 Pro Insurance Agency, Inc. 21 Bennetts Road Suite 202 Setauket NY 11733 Gelarah Alaimo (631) 361-5005 (866) 888-0900 certificates@hpproins.com GoGov Inc 1930 Veterans Memorial Highway Suite 12-425 Islandia NY 11749 Beazley Insurance Company 37540 22-23 A Y 01/25/2022 01/25/2023 1,000,000 100,000 5,000 Not Included 2,000,000 2,000,000 Hired&Non-Owned Auto 1,000,000 A Media, Tech, Data & Network Liability 01/25/2022 01/25/2023 Limit of Liability 2,000,000 The City of San Luis Obispo, its officers, officials, employees, agents and volunteers are listed as additional insured with respect to General Liability only, subject to a written contract. See attached forms. City of San Luis Obispo 919 Palm Street San Luis Obispo CA 93401 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule IN FAVOR OF: WORK PERFORMED BY CO-EMPLOYEES OF: ON THE FOLLOWING PROJECT: FEE FOR THIS WAIVER IS: This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: Policy No: Endorsement No: Insured: Premium: $ Insurance Company: Countersigned By: Authorized Representative Au Authorized Representative WC 124 (4-84) WC 00 03 13 Copyright 1983 National Council on Compensation Insurance. Page 1 City of San Luis Obispo 919 Palm Street San Luis Obispo, CA 93401 GoGov Inc 1930 Veterans Hwy #12-425 Islandia, NY 11749 Job Name: Annual Subscription of GoGov Software. Job Location: 1930 Veterans Memorial Highway, 12-425, Islandia, NY. Job Description: Software Subscription. # of Employees: 10. Job Duties: providing support, customer service, and training to the city employee using the software, remotely for this job. Job Length: 12 months. Job Start: 5/26/22. Waiver effective through policy term. 06/03/2022 Justworks Employment Group LLC Labor Contractor, for co-employees of: GoGov Inc American Zurich Insurance Company 5% of total premium at each job. ($250 Minimum Premium per policy for all NY waiver endorsements combined) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 06/03/2022 Doug Jones (Justworks) c/o Artex Risk Solutions, Inc. P.O. Box 13838 Scottsdale, AZ 85267 (888) 534-1711 Justworks Customer Success support@justworks.com American Zurich Insurance Company 40142 Justworks Employment Group LLC Labor Contractor, for co-employees of: GoGov Inc PO Box 7119 Church Street Station New York, NY 10008-7119 Coverage is provided for only those co-employees of, but not subcontractors to: 06/01/2022 06/01/2022 06/01/2023 06/01/2023 2,000,000 2,000,000 2,000,000 22NY0171016320 41553-NY Job Name: Annual Subscription of GoGov Software. Job Location: 1930 Veterans Memorial Highway, 12-425, Islandia, NY. Job Description: Software Subscription. # of Employees: 10. Job Duties: providing support, customer service, and training to the city employee using the software, remotely for this job. Job Length: 12 months. Job Start: 5/26/22. Waiver effective through policy term. X Endorsements: Waiver of Subrogation GoGov Inc 1930 Veterans Hwy #12-425 Islandia, NY 11749 City of San Luis Obispo 919 Palm Street San Luis Obispo, CA 93401 Client# A Location Coverage Period: X Consent to Assumption Agreement This Assumption of the Vision Internet Providers Inc (hereinafter referred to as "Vision") Service Agreement (this "Assumption") is effective on the date this document is signed and entered into by and between Granicus, LLC, a Minnesota Limited Liability Company d/b/a Granicus (hereinafter referred to as "Granicus"), and San Luis Obispo, CA (hereinafter referred to as "Client"), with reference to the following: WHEREAS, the Client and Vision entered into an Agreement effective 9/23/2013 (the "Agreement"); and WHEREAS, on 2/9/2018, Vision was acquired and Granicus desires to accept and assume all of Vision's rights, duties, benefits, and obligations under the Agreement; and WHEREAS, the Client desires to consent to such assumption; NOW, THEREFORE, in consideration of the premises, the parties intend that the Agreement be amended as follows: 1. Granicus accepts and assumes all rights, duties, benefits, and obligations of the Agreement, including all existing and future obligations to perform under the Agreement. 2. All references to Vision, under the Agreement, shall hereinafter be referred to as Granicus. 3. The Client hereby consents to the foregoing assumption. 4. Except as amended by this Assumption, all other terms and conditions of the Agreement shall remain in full force and effect. 5. In the event of any inconsistency between the provisions of this Assumption and the documents comprising the Agreement, the provisions of this Assumption shall prevail. IN WITNESS WHEREOF, the parties have caused this Assumption to be executed by their duly authorized representatives. Agreement and Acceptance By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and terms. San Luis Obispo, CA Granicus Signature:Signature: Name:Name: Title:Title: Date:Date: Ryan Betz Assistant to the City Manager 1/19/2021 Granicus Proposal for San Luis Obispo, CA Granicus Contact Name:Cale Brakke Phone:(720) 892-0352 Email:cale.brakke@granicus.com Proposal Details Quote Number:Q-118233 Prepared On:10/16/2020 Valid Through:1/14/2021 Pricing Payment Terms:Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Currency:USD Current Subscription End Date:1/14/2021 Period of Performance:1/15/2021 - 1/14/2022 Annual Fees for Renewing Subscriptions Solution Billing Frequency Quantity/Unit Annual Fee govAccess for Traditional visionLive Annual 1 Each $8,040.57 SUBTOTAL:$8,040.57 Product Descriptions Name Description govAccess for Traditional visionLive The govAccess Traditional Maintenance, Hosting, and Licensing plan is designed to equip the client with the technology, expertise and training to keep the client's website relevant and effective over time. Terms and Conditions • Link to Terms:https://granicus.com/pdfs/Master_Subscription_Agreement.pdf • This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of San Luis Obispo, CA to provide applicable exemption certificate(s). • Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription. • If submitting a Purchase Order, please include the following language: All pricing, terms and conditions of quote Q-118233 dated 10/16/2020 are incorporated into this Purchase Order by reference. • Granicus certifies that it will not sell, retain, use, or disclose any personal information provided by Client for any purpose other than the specific purpose of performing the services outlined within this Agreement. • Notwithstanding anything to the contrary, Granicus reserves the right to adjust pricing at any renewal in which volume based pricing is used and the volume has changed from the prior term without regard to the prior term's per-unit pricing. Agreement and Acceptance By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and terms. Billing Information Name: Phone: Email: Address: San Luis Obispo, CA Signature: Name: Title: Date: Ryan Betz Assistant to the City Manager 1/19/2021 Lynn Wilwand lwilwand@slocity.org 990 Palm Stret San Luis Obispo, CA 93401 805-781-7110 AMENDMENT TO AGREEMENT NO. 1 THIS AMENDMENT TO AGREEMENT is made and entered in the City of San Luis Obispo on , by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, herein after referred to as City, and HDL Software, LLC., a California Company, hereinafter referred to as Contractor. WITNESSETH: WHEREAS, on December 1, 2016 the City entered into an Agreement with Contractor for business license ordinance enforcement services; and WHEREAS, the City desires to amend the scope of services to include a limited pilot study and Contractor has submitted a proposal for this purpose that is acceptable to the City. NOW THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows: 1. The scope of services and related compensation is hereby amended to include a limited pilot study, at no additional cost to the City, as set forth in Exhibit A attached hereto. 2. All other terms and conditions of the Agreement remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first written above. OF SAN LUIS OBISPO CONTRACTOR By: ____________________________________ By: ____________________________________ Finance Director APPROVED AS TO FORM: _____________________________________ City Attorney EXHIBIT A Pilot Program Proposal Background HdL is currently contracted with the City to perform various compliance services designed to increas indicated in Exhibit A, Section 1.1 of the agreement, provides for the identification of entities that have failed to register and pay taxes to the City and assists the business community with becoming compliant. This typically includes collection of back taxes and penalties owed for entities that have been operating in violation of the City code. HdL earns compensation from performing this work and bills the City at a rate of 35% of the amounts actually collected. During the implementation phase of the Discovery Program, the city decided to adopt a more business friendly approach to compliance, and instructed HdL to limit the tax implications by only collecting the current tax period, and foregoing any prior tax liabilities and penalties. This policy created a direct impact on the amount of fees HdL can earn both on an individual account basis and for the project in whole. Additionally, HdL raised concerns that this policy may trigger an additional compensation term listed in section 1.4 of Exhibit B of the contract. In order to address these concerns, and assist the City with moving on with the project, HdL recommended a temporary pilot program be implemented to test the feasibility of HdL being able to perform the same scope of work the City would expect from a professional discovery program, while earning the reduced fees. Therefore, HdL has agreed to perform the pilot program as indicated below. Pilot Program Specifics 1.HdL will perform the full scope of services normally provided in the full program as indicated in Section 1.1 of Exhibit A of the contract. 2.HdL will perform the scope of services on an initial test basis. This test will be performed on approximately 250-500 accounts that HdL has identified as being non- compliant. 3.Upon completion of the processing of the initial test accounts, HdL will meet with the City to review the results of the program and discuss the fesability of extending the testing period scope, or other modification as may be mutually agreed to by the City and HdL. 4.HdL agrees to bill the City only for amounts actually collected as indicated in section 1.1 of exhibit B of the contract. 5.HdL agrees to waive the right to bill the City any fees that may be earned under section 1.4 of Exhibit B for the duration of the pilot program and for any accounts worked during the initial test. San Luis Obispo Police Department Price Proposal - Training and Asset Module Account Executive Paul Lindemulder plindemulder@intimesoft.com 1.877.603.2830 ext. 520 intime.com Prepared for: Fred Mickel Pricing Issued: 10.25.2018 Pricing Valid for: 90 Days Module Pricing Price Summary for: 87 Employees • Daily & permanent staff inventories • Bar-code scan compatibility • Asset usage & tracking reports • Course planning • Certification tracking & expiries • Training management reports ASSET TRACKING MODULE TRAINING MANAGEMENT MODULE $1,044 $1,044 1.877.603.2830 | intime.com | sales@intimesoft.comPage 2 •2 hours of remote implementation •2 hours of online training REMOTE PROJECT SERVICES SUMMARY $740 First Year Cost: $2,828 Annual Added: $2,088 Notes 1.877.603.2830 | intime.com | sales@intimesoft.comPage 3 1.All prices quoted are in US Dollars 2.This price quotation is valid for 90 days 3.Pricing is based on a subscription fee payable annually 4.Pricing is exclusive of any and all applicable taxes and duties, including withholding taxes. 5.InTime standard terms and standard payment terms for the subscription fee and for professional services (if any) are net thirty (30) days from date of invoice. InTime’s standard form services agreement is attached to this proposal. Payment terms are as per the following payment schedule: Subscription Fee: Annually with yearly subscription Services and Training: On contract date To indicate acceptance of the terms of this proposal, either issue InTime a purchase order for the amounts indicated or sign the document on the spaces indicated below. Both parties have read and agreed to the terms and conditions of this proposal: Customer Name Authorized Signatory Date DateVendor Name InTime Services Inc Authorized Signatory .'\ ) AGREEMENT THIS AGREEMENT is made and entered into in the City of San Luis Obispo on June 18, 2010 by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as City, and Principal Decision Systems International (PDSI), hereinafter referred to as Contractor. WIT N E SSE T H: WHEREAS, on March 5, 2010, City requested proposals for Visual FoxPro replacement software per Specification No. 91006-B. WHEREAS, pursuant to said request, Contractor submitted a proposal that was accepted by City for said project. NOW THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows: 1. TERM. The term of this Agreement shall be from the date this Agreement is made and entered, as first written above, until acceptance or completion of said project. 2. INCORPORATION BY REFERENCE. City Specification No. 91006-B and Contractor's proposal dated April 8, 2010, are hereby incorporated in and made a part of this Agreement. 3. CITY'S OBLIGATIONS. For providing replacement software as specified in this Agreement, City will pay and Contractor shall receive therefor compensation in a total sum not to exceed $38,588.75. 4. CONTRACTOR'S OBLIGATIONS. For and in consideration of the payments and agreements hereinbefore mentioned to be made and performed by City, Contractor agrees with City to do everything required by this Agreement and the said specification. 5. AMENDMENTS. Any amendment, modification or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by the City Manager of the City. 6. COMPLETE AGREEMENT. This written Agreement, including all writings specifically incorporated herein by reference, shall constitute the complete agreement between the parties hereto. No oral agreement, understanding or representation not reduced to writing and specifically ~. j incorporated herein shall be of any force or effect, nor shall any such oral agreement, understanding or representation be binding upon the parties hereto. 7. NOTICE. All written notices to the parties hereto shall be sent by United States mail, postage prepaid by registered or certified mail addressed as follows: City City Clerk City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 Contractor Principal Decision Systems International (PDSI) 50 Corporate Park Irvine, CA 92606 8. AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant that each individual executing this agreement on behalf of each party is a person duly authorized and empowered to execute Agreements for such party. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. CITY OF SAN LUIS OBISPO c;BY'~~- Elaina Cano Katie Lidi . CONTRACTOR BY~ " Co;,,),ct Rel'isio/l Dare: OF/I)!()9 IITeleStaff SOFTWARE LICENSE QUOTATION TELESTAFF LICENSE AND ANNUAL SERVICE AGREEMENT This Agreement ("AGREEMENT") made by and between Principal Decision Systems International ("POSI") that has its principal place of business at 50 Corporate Park, Irvine, CA 92606, and City of San Luis Obispo ("CUSTOMER"), that has its principal place of business at 990 Palm Street, San Luis Obispo CA 93401, for the exclusive use of City of San Luis Obispo shall be subject to the following terms and conditions: Whereas, POSI has developed a telecommunications/computer technology which consists of certain software known as TELESTAFF; and Whereas, POSI imposes certain license requirements on customers desirous of purchasing a license for TELESTAFF; and Whereas, CUSTOMER wishes to contract with POSI to: (1) implement a license to use TELESTAFF, (2) train CUSTOMER on its configuration and use, and (3) as applicable, implement all licenses necessary to use TELESTAFF; and Whereas, POSI is willing to contract with CUSTOMER to: (1) grant CUSTOMER a license to use TELESTAFF, (2) train CUSTOMER on its configuration and use, and (3) as applicable, grant all licenses necessary to use TELESTAFF; Now, therefore, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, POSI and CUSTOMER do hereby agree as follows: 1. Ownership and License ofTELESTAFF Except as provided herein at paragraph 2(b), POSI hereby grants to CUSTOMER a license to use TELESTAFF in object code form. CUSTOMER shall abide by the terms and conditions of this license as stated herein. The parties recognize and acknowledge that ownership ofTELESTAFF shall remain with POSI. 2. Copyright and Proprietary Protection. (a) TELESTAFF is owned by POSI, and is protected by United States and international copyright laws and international trade provisions. CUSTOMER must treat TELESTAFF like any other copyrighted material. This License and CUSTOMER's right to use TELESTAFF shall terminate automatically if CUSTOMER violates any part of this AGREEMENT. In the event of termination for any reason other than non-renewal of Service and Support as described herein at Section 10, CUSTOMER must immediately return TELESTAFF and accompanying documentation to POSI. (b) CUSTOMER shall not: (i) Modify TELESTAFF and/or merge it into another program for CUSTOMER use except by express, written permission from POSI. Any portion of TELESTAFF merged into another program following the express, written permission from POSI will be subject to the terms of this AGREEMENT; (ii) Reverse engineer, disassemble, decompile, or make any attempt to discover the source code or methodology of TELESTAFF; (iii) Copy TELESTAFF for any reason other than to make one backup copy in machine-readable form for archival purposes; (iv) Use software other than TELESTAFF to connect directly to the Sybase database for the purpose of extracting, modifying, deleting, viewing and/or adding data. CUSTOMER acknowledges that such direct connection to the database violates the OEM agreement between POSI and Sybase. 3. Execution Date. The Execution Oate is defined as the date this AGREEMENT is signed by an authorized agent of CUSTOMER. 4. Term. This AGREEMENT is effective and binding upon POSI and CUSTOMER upon the Execution Oate as defined in paragraph 3 herein and shall remain in effect for a term of one (1) year, unless terminated as provided herein. On each anniversary date thereafter, this AGREEMENT shall automatically renew for a term of one (1) year, unless otherwise terminated as provided herein. TeleStaff License Agreement Last Updated: 6/18/2010 Page 1 of 4 CUSTOMER INITIALS:~__ Rcdsiull Dafi?: (IFI <)!()9 5. Product Components. The following constitutes a list of TELEST AFF components and associated fees that CUSTOMER does hereby agree to purchase from PDSI available in connection with the use of TELESTAFF. See Appendix A for the recommended TELEST AFF hardware specifications. TeleStaff Components TELESTAFF Enterprise Software license for 55 FIRE Staff Members Sales Tax at 8.75% on TELESTAFF Software license TELESTAFF Implementation Services for 55 FIRE Staff Members TELESTAFF Phase 2 Implementation Services for 55 FIRE Staff Members One year of PDSI-hosted Web Access for 55 Staff Members TELESTAFF Auctions for 55 FIRE Staff Members TELESTAFF Enterprise Software License for 90 POLICE Staff Members Sales Tax at 8.75% on TELESTAFF Software License TELESTAFF Implementation Services for 90 POLICE Staff Members TELESTAFF Phase 2 Implementation Services for 90 POLICE Staff Members One year of PDSI-hosted Web Access for 90 Staff Members TELESTAFF Auctions for 90 POLICE Staff Members Sybase Concurrent Connections (1) Qty: 8 Sales Tax at 8.75% on Sybase Concurrent Connections (1) 12 Port Telephony Hardware Qty: 1 Sales Tax at 8.75% on 12 Port Telephony Hardware 12 Port Telephony License (Dongle) Qty: 1 Sales Tax at 8.75% on 12 Port Telephony License (Dongle) Gateway Manger (Allows for Interface to Timecard System) BUNDLE DISCOUNT TOTAL $ 38.588.75 6. Pricing. PDSI agrees to the fees reflected above in paragraph 5 until 10/5/2010. 7. Payments. CUSTOMER agrees that all pricing and amounts due hereunder are based on United States currency and that all amounts remaining unpaid for more than thirty (30) days following the date of the invoice shall be subject to an interest charge at the monthly rate of 1.5%. CUSTOMER does hereby agree to the payment terms for each component. 50% of total purchase due upon Delivery of Telestaff software CD * 25% of total purchase due 90 days from execution of agreement Remaining 25% due upon Acceptance. Acceptance means TeleStaff performs in reasonable accordance with user's manuals. Acceptance will not exceed one year from Contract Execution. 8. Travel Expenses. CUSTOMER agrees to pay for all reasonable travel expenses not to exceed $2,000, unless pre-approved by the City Manager, related to TELESTAFF implementation and training services as defined in Appendix B. 9. Implementation Services. Implementation Services include configuration of TELESTAFF as defined in Appendix B. CUSTOMER acknowledges that training and/or reconfiguration requested by CUSTOMER in addition to that defined in Appendix B will be at an additional cost. 10. Telephony Service. CUSTOMER acknowledges that the telephony capabilities included in TELESTAFF are designed to be compatible with POTS analog phone service from a local phones services provider, and that PDSI warrants the correct operation of the TELESTAFF telephony components only when connected to POTS analog phone lines. Should CUSTOMER attempt to connect TELESTAFF to PBX or other digital phone services, PDSI will not warrant correct telephony behavior nor will provide support for CUSTOMER's unique telephony solution. 11. Annual Service and Support. Service and Support of TELESTAFF is provided at no additional charge during the first twelve (12) months following the Execution Date. See Appendix C for the definition of Service and Support. CUSTOMER does hereby acknowledge that on each anniversary of the Execution Date, CUSTOMER may renew service and support under the following events: TeleStaff License Agreement Last Updated: 6/18/2010 Page 2 of 4 CUSTOMER INITIALS: ___ """'\ COYltJ{lci ReFisioll Dare: O]!l9l0f) Initial Event Payment TELESTAFF for 55 FIRE Staff Members -1st Anniversary of $ 1,386 the Execution Date TELESTAFF for 90 POLICE Staff Members - 1 st $ 2,268 Anniversary of the EXecution Date AUCTIONS for 55 FIRE Staff Members -1st Anniversary of $ 495 the Execution Date AUCTIONS for 90 POLICE Staff Members -1st Anniversary $ 810 of the Execution Date Subsequent anniversaries during term 3% maximum increase over previous period Total Annual Service and Support $ 4,959 Should CUSTOMER elect not to renew Service and Support on the anniversary of any Execution Date, CUSTOMER acknowledges that any subsequent re-enrollment for Service and Support will only be accepted by PDSI after CUSTOMER cures the previous lapse in Service and Support by paying PDSI the Service and Support fee for the lapsed periods. In addition, CUSTOMER acknowledges that PDSI may assess CUSTOMER a Service and Support re-instatement fee that will not exceed ten percent (10%) of the Service and Support fee for the lapsed periods. PDSI reserves the right to discontinue Service and Support of previous releases of TELESTAFF as defined in Appendix C. Should CUSTOMER increase the licensed capacity of TELESTAFF, CUSTOMER acknowledges that Annual Service and Support will increase as specified in Section 13 beginning with the next renewal period. 12. Web Access. Access to TELESTAFF via the web is hosted by PDSI. CUSTOMER does hereby acknowledge that on each event and for the fee specified below, CUSTOMER can renew web access: g I nitial Event Payment Web Access for 55 FIRE Staff Members - 1 month after 1 st $ 1,039 Anniversary of the Execution Date Web Access for 90 POLICE Staff Members - 1 month after $ 1.701 1st Anniversary of the Execution Date Subsequent anniversaries during term 3% maximum increase over previous period $ 2,740 Should CUSTOMER elect not to renew web access or fail to pay the usage fee specified above in advance the subsequent 12 month period, CUSTOMER acknowledges that PDSI will disable CUSTOMER access from the Internet. 13. Increases in License Capacity: CUSTOMER may increase the capacity of its TELESTAFF license at a future date in increments of 50 staff members for an additional fee. CUSTOMER acknowledges that increasing its TELESTAFF license capacity will also cause an increase in Annual Service and Support, and Web Access services (PDSI-hosted Usage or Self-Hosted License and Annual Service and Support), if applicable. The follOwing table shows the current pricing for all upgradeable components, however, pricing is subject to change without notice. Increases in TELESTAFF Annual Service and Support, PDSI·Hosted Web Access, and Self-hosted Web Access Annual Service and Support will be reflected at the first invoicing cycle following any TELESTAFF License Upgrade. Initial Event Payment TELESTAFF License Upgrade $ 7,500 per 50 staff members TELESTAFF Annual Service and Support 22% ofTELESTAFF License Upgrade PLUS current Annual Service and Support amount PDSI-hosted Web Access Usage Fee (if applicable) 15% ofTELESTAFF License Upgrade PLUS current WEBSTAFF Usage amount Web Access Self-Hosted License Upgrade (if applicable) $ 3,000 per 50 staff members Web Access Self-Hosted Annual Service and Support (if 20% of Web Access Self·hosted License Upgrade applicable) Hourly rate for Additional Training as specified in Appendix $ 200 per hour B, ADDITIONAL TRAINING 14. Limited Warranty. PDSI WARRANTS TELESTAFF TO BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE AND TO OPERATE IN REASONABLE ACCORDANCE WITH TELESTAFF USER MANUALS. HOWEVER, PDSI DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN TELESTAFF WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF TELESTAFF WILL BE UNINTERRUPTED OR ERROR FREE. THE LIMITED WARRANTY SET FORTH HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 15. Limitation of Liability. PDSI'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDIES SHALL BE THE REPLACEMENT OF TELESTAFF UPON NOTIFICATION OF REPORTED DEFICIENCIES. IN NO EVENT WILL PDSI BE LIABLE TO CUSTOMER, OR ANY THIRD PARTY, FOR ANY CLAIMS OR DAMAGES, INCLUDING ANY LOST WAGES, LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE TELESTAFF EVEN IF PDSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Te/eStaff License Agreement Last Updated: 611812010 Page 3 of 4 CUSTOMER INITIALS: ____ ~\ Cm"i~ICl RC1'is;oll Dare.' (12/ /YiOY 16. Indemnification. Each party to this Agreement shall hold harmless and indemnify the other, and its directors, officers, employees and agents, from/for any and all liability claims. losses, and/or damages suffered by the other party, arising from or directly related to this Agreement, except to that which is/are attributable to the negligent or intentional misconduct of the other party. In addition, PDSI agrees to defend. indemnify, and hold harmless CUSTOMER from and against any claim, suit, demand, or action alleging that TELESTAFF infringes a U.S. patent or copyright. or any Trade Secret. or any other intangible property rights of any third party. 17. Termination. This AGREEMENT shall terminate upon the following events: (a) In the case of an event of default (if CUSTOMER or PDSI fails to satisfy any of its respective covenants. duties or obligations under this AGREEMENT). the non-defaulting party shall have the option to terminate this AGREEMENT. In the event of default, the non-defaulting party shall give written notice to the defaulting party of the alleged default and give such party at least thirty (30) days in which to cure the alleged default. If the defaulting party does not satisfactorily cure its default, the non-defaulting party has the right to terminate upon thirty (30) days additional written notice stating the defaulting party's failure to cure the default; (b) 8y mutual consent between both parties; 18. Miscellaneous Provisions. (a) Amendments. This AGREEMENT shall not be modified or amended except by another agreement in writing executed by the parties hereto. (b) Entire Agreement. This AGREEMENT, including Appendices A. 8, and C attached hereto, and the RFQ. RFP and demonstration documentation, as part of the contract. supersedes all prior discussions, understanding and agreement between the parties with respect to the matters contained herein, and constitutes the entire agreement between the parties with respect to the matters contemplated herein. (c) Governing Law. This AGREEMENT shall be construed and enforced in accordance with the laws of the State of California. (d) Taxes: CUSTOMER agrees to pay any tax assessed on Product Components as specified in this agreement. (e) Notices. All notices, requests, demands and/or other communications required or permitted to be given or made by this AGREEMENT shall be in writing and shall be delivered by commercial overnight delivery services which provides for receipt, or mailed by certified mail, return receipt requested, postage prepaid and addressed to the parties at the addresses referenced above. Any party may change its address for purposes of this AGREEMENT by notice in writing to the other party. (f) No Waiver. No failure on the part of any party hereto to exercise, and no delay in exercising any right, power or remedy or partial exercise of any right, power or remedy by any party will preclude any other or future exercise of any other right, power or remedy or partial right, power or remedy. No express waiver of assent by any party hereto to any default in any term or condition of this AGREEMENT shall constitute a waiver of or an assent to any succeeding default in the same or any other term or condition hereof. (g) Assignability. This AGREEMENT shall inure to the benefit of and be binding upon the parties hereto, their respective heirs, successors, assigns and personal representatives. (h) Pricing. Pricing provided for components in Section 5 apply only to PDSI products and services, and not for 3fll party products and services that integrate with or relate to TeleStaff (unless otherwise noted). TeleStaft License Agreement Last Updated: 611812010 Page 4 of 4 CUSTOMER INITIALS: ___ '\ Cow/act Rel'isio/1 Dare: OF/9/()1} IN WITNESS WHEREOF, the parties have signed this AGREEMENT on the day and year first above written. City of~(CUSTOMER) By: t> _4 . Date: 06/07/2010 Date: 1~"'7-0(O TeleStaff License Agreement Last Updated: 6/18/2010 Page 5 of 4 CUSTOMER INITIALS: ___ ) App(,l~fjx Revision Dale: / ]/()':);()f) Appendix A -TeleStaff Hardware Specifications PDSI DOES NOT TAKE RESPONSIBILITY FOR HARDWARE PURCHASED BY CUSTOMER CUSTOMER IS RESPONSIBLE FOR IMPLEMENTING AND MAINTAINING THE TECHNICAL (HARDWARE/SOFTWARE/NETWORK) ENVIRONMENT IN WHICH TELESTAFF OPERATES. AS SUCH, CUSTOMER IS RESPONSIBLE FOR ALL ENVIRONMENTAL CONSIDERATIONS INCLUDING BUT NOT LIMITED TO OPERATING TELESTAFF IN VIRTUAL ENVIRONMENTS. CUSTOMER IS ALSO RESPONSIBLE FOR CONFIGURING FIREWALL AND SECURITY SETIINGS SO THAT TELESTAFF AND WEB ACCESS COMPONENTS ARE OPERATIONAL. IN ADDITION, CUSTOMER IS RESPONSIBLE FOR INSTALLATION AND MAINTENANCE OF ANALOG TELEPHONE PORTS AND/OR ALTERNATIVE DIGITAL OR VOIP SYSTEMS. PDSI SPECIALISTS CAN PROVIDE TECHNICAL INFORMATION AND RECOMMENDATIONS BUT CAN NOT BE RESPONSIBLE FOR CUSTOMER'S UNIQUE TECHNOLOGY ENVIRONMENTS. NOTE: The following recommended specs are for a single server running all TeleStaff components. Server Specs: a. <500 Staff i. Dual Core Xeon Processor(s) ii. 2GB RAM iii. RAID-5 Storage (At least 15K RPM Drives) iv. PCle slot(s) for Dialogic Card(s) v. Any Sound Device b. <1000 Staff i. Quad Core Xeon Processor(s) ii. 4GB RAM iii. RAID-5 Storage (At least 15K RPM Drives) iv. PCle slot(s) for Dialogic Card(s) v. Any Sound Device c. <2000 Staff i. Dual Quad Core Xeon Processor(s) ii. 4GB RAM iii. RAID-5 Storage (At least 15K RPM Drives) iv. PCle slot(s) for Dialogic Card(s) v. Any Sound Device d. >2000 Staff i. Dual Quad Core Xeon Processor(s) ii. 8GB RAM iii. RAID-5 Storage (At least 15K RPM Drives) iv. PCle slot(s) for Dialogic Card(s) v. Any Sound Device Operating System: The following Operating Systems are currently supported for the Server: • Windows Server 2000 • Windows Server 2003 • Windows Server 2003 Enterprise Edition • Windows Server 2008 Please note: Currently only 32-bit Operating Systems are supported. To utilize more than 3GB of RAM you must use the Enterprise version of Windows Server. Telephony Components (Purchase from PDSI): • 4-or 12-port port Dialogic Telephony system • D4PCIU4SW -PCI 2.2x compliant board (universal connector) • D4PCIU4SEW -PCI Express form factor Both the D4PCIU4SW and D4PCIU4SEW are 4 port cards. They are half-length. • D120JCTLS -PCI 2.2x compliant board (universal connector) • D120JCTLSEW PCI Express form factor Both the D120JCTLS and D120JCTLSEW are 6 port cards, which can support up to 12 lines. They are full-length. • Telephony system dongles (4-or 12-port) TS Ucense Agreement Appendix A Last Updated: 611812010 Page 1 of 2 CUSTOMER INITIALS: ___ Appendix Revision Date: 12/()9/01) Sybase Licenses (Purchase from PDSI): • Sybase Client database license (7 concurrent users) • Sybase Studio database license (1 concurrent user) Phone System: Telephony features of TeleStaff are tested and compatible with the POTS analog telephone standard. PDSI does not support department phone systems that are not compliant with this standard. TeleStaff Performance: TeleStaff performance can degrade depending on a number of factors, including, but not limited to, number of staff members in the database, number of concurrent users, and complexity and number of staffing rules and roster alarms. If the potential for any of these factors exists. PDSI recommends a dual-core processor server with at least 4 GB of RAM and recommends that the City consider component distribution as discussed below. OPTION: Application Distribution TeleStaff comprises multiple software applications that can operate on separate hardware devices. In some situations, improved performance may be achieved by separating processing-intensive applications and deploying them on separate servers. Common distribution methods include separating and deploying the Database Management System (DBMS), the business logic processing (Middle Tier) and the Telephony components. Application distribution can occur at any time. For departments with over 1000 users, PDSI recommends utilizing more than 1 server. Recommended Client Machine Specs: • Pentium IV Class 2.4 GHz CPU • 1 GB RAM • 40 GB Hard Drive (Note: TeleStaff databases do not take up significant HD space, but most machines come with 70+ GB by default) • Computer sound card (If you want to hear/record voices in the TeleStaff database) • Speakers (to hear TeleStaff recordings) • Microphone (if you want to record voices in the TeleStaff database) • Network Interface Card • Windows 2000, Vista, or XP The customer may connect additional PCs to the TeleStaff system by installing the TeleStaff client software (included) provided they are connected to the TeleStaff system by a network using the TCP/IP protocol. TS Ucense Agreement Appendix A Lastupdated: 611812010 Page 2 of 2 CUSTOMER INITIALS: ___ .4ppendn RC1'ISioti U5/13//() Appendix B -TELESTAFF Implementation Services Partnership Agreement IT IS EXTREMELY IMPORTANT THAT CUSTOMER READ AND UNDERSTAND THE FOLLOWING: For the fee for Implementation Services specified in paragraph 5 of this AGREEMENT, PDSI will train CUSTOMER staffing administrators on the operation of TeleStaff and will train CUSTOMER on how to configure the TeleStaff system using CUSTOMER data. The following steps comprise a summary of the TeleStaff Implementation Services. NOTE: This Appendix outlines the recommended approach to the implementation process, based on PDSI's experience with its customers. Because of the highly configurable nature of TeleStaff, there may need to be changes to the Implementation Process and Services described below. (NOTE: A PROJECT PLAN DETAILING SPECIFIC CUSTOMER DELIVERABLES, MILESTONES, AND SCHEDULE WILL BE DEVELOPED BY CUSTOMER AND PDSI DURING THE PROJECT.) DEPLOYMENT PLAN: The following tasks are part of the Deployment Implementation Process. When a customer completes these tasks they will be in production with the TeleStaff Roster and Calendar and will be able to reap the benefits associated with centralized staffing, audit trails, emergency notifications, reports, and feeds to down stream systems in following a fast track approach. At the end of this process, users will be able to request leave, sign up for overtime, and respond to emergency call outs via phone, client, or web access. • Project Initiation: The PDSI Customer Sales Representative transfers all pertinent CUSTOMER information gathered during the sales process to the PDSI Project Manager (PM). An INTRO CALL with the PM, Sales Representative, and CUSTOMER SPONSOR will be held to discuss expectations, and roles and responsibilities. This meeting is to ensure the appropriate resources are assigned to the CUSTOMER project team and that the scope of the project is accurately defined. A TECH CALL with the PM and CUSTOMER SPONSOR, LEAD and IT REPRESENTATIVE, will be held to review hardware and software specifications. The PM is responsible for guiding the CUSTOMER through the implementation process; however, the CUSTOMER is ULTIMATELY RESPONSIBLE FOR A SUCCESSFUL IMPLEMENTATION, which includes allocating the appropriate resources. Once the information has been transferred, the PM will send the CUSTOMER an Implementation Welcome Packet containing an overview of the Implementation Process and information on how to prepare for TeleStaff. • Project Planning: A PROJECT PLAN CALL with the PM, CUSTOMER SPONSOR and LEAD will be held to create and refine the project plan. The Project Plan details the specific tasks with due dates, predecessors, and owner. The plan also details the customer and PDSt deliverables, milestones, and status. After the call, a Project Plan will be provided to the CUSTOMER. • Project Kick-Off: The PM and CUSTOMER Project Team will hold a KICK-OFF CALL to review the Project Plan, with particular focus on project scope, objectives, product functionality, project team roles and responsibilities, and a roadmap for the implementation. Dates for CONFIGURATION TRAINING(S) will be discussed. Lastly, the PM will direct CUSTOMER to review the training videos and review training manuals which can be downloaded from the TeleStaff website. In order to understand basic TELESTAFF functionality and terminology, it is imperative that every member of the Project Team reviews this tutorial BEFORE DATABASE REVIEW, CUSTOMER will provide Daily Detail Roster Sheets before DATA COLLECTION. • Hardware Setup: Prior to DATABASE REVIEW, CUSTOMER must have TEL ESTAFF server and software installed and functional. PDSI will ship any TELEST AFF hardware (that was purchased through PDSI -dialogic telephony cards, dongles, etc.) to the CUSTOMER and provide the necessary installation documentation. • Data Collection: This phase begins with a DATA COLLECTION Web Conference call with the PM and the Project Team, during which the PM will instruct the Project Team to collect, organize, and format pertinent CUSTOMER data for the creation of the TELESTAFF database. During the call, the PM will review organization structure with the CUSTOMER. The CUSTOMER will provide the data which the PM will use to create a database. • Database Review: Once PDSI receives all pertinent data from the CUSTOMER, the PM will create a TELESTAFF database. The PM and CUSTOMER review the initial database (via Web Conference). The PM will make recommendations to the CUSTOMER as to how to rework the database to accurately reflect the CUSTOMER organizational structure. The CUSTOMER will then spend time re-working the database. • Deployment Configuration: The PM will work with the CUSTOMER via Web Conference calls to perform baSic configuration of TeleStaff, including work codes and rules associated with work code usage. After each call, the CUSTOMER will apply the acquired knowledge and complete the setup tasks. • Testing & End-User Training: Once the roster and work codes are configured by the CUSTOMER, rigorous testing must be undertaken by CUSTOMER. CONFIGURATION TESTING must include testing of all components that the CUSTOMER needs for Deployment of the roster, calendar, and work codes, which may include: phones, Contact Manager, Line Manager, Task Manager, E-mail Manager, Fax Manager, and the Gateway (in the case that the system is interfaCing with a Third-party application). CUSTOMER will be responsible for creating a test plan, assigning super users to test the system, creating test scripts, and conducting any configuration re-work necessary to get the system ready. CUSTOMER is also responsible for end-user training (including creating a training plan, creating training documentation, and conducting super-user and end-user training classes). • Deployment: Deployment is typically in 2 stages: parallel testing for 2 weeks, then full Deployment of the roster, calendar, and work codes in a production environment throughout the entire organization. TeleStaff License Agreement Appendix B Last Updated: 611812010 Page 1 of 2 CUSTOMER INITIALS: ____ -') _ippendi.I Rel'lsiof1 LJore: 05/13//() Advanced Configuration Plan is PHASE 2 ofImplementation. These services apply if section 5 of the license agreement has included the fees associated with PHASE 2 ADVANCED CONFIGURATION PLAN: The following tasks are part of the Advanced Configuration Process. Once the CUSTOMER has successfully deployed the TeleStaff Roster, Calendar, and Work Codes into a production environment, they can proceed to the Advanced Configuration Process to add intelligent staffing functionality to TeleStaff. At the end of this process, staffers will be able to automate intelligent staffing functionality in TeleStaff. • Review Project Scope: PM will work with the CUSTOMER to review project scope and objectives. • Staffing Process Review: PM will instruct the CUSTOMER on how to effectively analyze and document the current process the department follows in order fill any vacancies that occur. After the staffing diagrams are completed, a call occurs with the PM and the core Project Team to review the current staffing process. The current process is defined and, if necessary, revised and standardized within the department. The PM will create a Project Scope document defining project objectives agreed upon by both parties. • Advanced Configuration Training: CUSTOMER must dedicate appropriate resources to configuration training. The purpose of the ADVANCED CONFIGURATION TRAINING is to train the CUSTOMER on how to configure for intelligent staffing, have the CUSTOMER actually configure the data, and begin testing the configuration. ADVANCED CONFIGURATION -The CUSTOMER will have several Advance Configuration options, which are detailed below. The PM will work with the CUSTOMER to determine the appropriate resources to attend ADVANCED CONFIGURATION TRAINING. During this these session(s), the PM will work with the CUSTOMER to configure the CUSTOMER data base with more advance features of TeleStaff. ADVANCED CONFIGURATION OPTIONS: All on-site classes are a maximum of 5 days in duration Option A: at PDSl's training facility in Irvine, CA on customer's production DB Option B: at PDSl's training facility in Irvine, CA on customer's test DB Option C: at customers' location using customer's production or test DB Option D: held via a series of web-conferences on customer's production or test DB Option E: at PDSl's training facility remotely connected to customer's production or test DB • Testing and Training: Once TELESTAFF is fully configured by CUSTOMER, rigorous configuration testing must be undertaken by CUSTOMER. CONFIGURATION TESTING must include testing of all components that CUSTOMER needs for Go-Live, which may include: phones, Contact Manager, Line Manager, Task Manager, E-mail Manager, Fax Manager, and the Gateway (in the case that the system is interfacing with a Third-party application). CUSTOMER will be responsible for creating a test plan, assigning users to test the system, creating test scripts, and conducting any configuration re-work necessary to get the system ready. CUSTOMER is also responsible for any additional training (including creating a training plan, creating training documentation, and conducting super-user training classes). The PM will be available to support this process for the CUSTOMER. • Production with Advanced Functionality: PM and PROJECT TEAM will review the PDSI TeleStaff Help Desk procedures. From this pOint forward, the Help Desk will be the first point of contact for technical issues with TELESTAFF. TeleStaff License Agreement Appendix B Last Updated: 611812010 Page 2 of 2 CUSTOMER INITIALS: ___ Appendix C -Annual Service and Support "Normal Business Hours" are 6:00 AM through 6:00 PM (Pacific Standard Time), Monday through Friday, excluding holidays and other office closures (notification of which will be provided to CUSTOMER). All Software Errors reported by CUSTOMER shall be resolved as set forth below. Initial response by POSI will be based upon CUSTOMER's full description of the problem. Resolution response will be based upon the priority assigned by POSI as defined below. If CUSTOMER determines that a Software Error exists, CUSTOMER shall notify POSI through POSI's web portal (http://slxweb.pdsi-software.com/), providing the exact verbiage from error messages. screenshots showing details, and any other information relevant to giving an accurate description of the error. The ticket number generated by the portal shall be used for all subsequent inquiries relating to the original problem. Please contact your Customer Account Manager for a unique login 10 and password. Outside of Normal Business Hours, CUSTOMER will open a ticket through the Web Portal then notify POSI of the problem by telephone. Telephone notification will be made to POSI's support line at (866) 324-1598. The main support line will be answered either by a POSI representative or an automated attendant at all hours. During Normal Business Hours, each trouble report by phone will be aSSigned a support ticket number and updates will be entered through the Web Portal. The call will be handled according to the priority assigned by PDSt. In the case of priority-one problems, as noted below. CUSTOMER may be able to speak direcUy to a TeleStaff Support Representative if one is available. Outside of Normal Business Hours, Priority 1 support. as described in this appendix, will be made available through a pager system. The phone number is 866-324-1598. Priority 1 support is available 24 hours per day. 7 days per week to CUSTOMER's with a LIVE status. All other problems will be handled through updates to the ticket, which generate an email or a callback. If requested or so stipulated in the response time criteria below, a PDSI representative will return the call or e-mail in a manner consistent with the priority and order in which the call was received. CUSTOMER shall make every effort to respond to POSI in a timely fashion when requests are made to follow up calls or additional documentation on the reported problem. Priorities are assigned as follows: Priority One Hours of Availability: 24 hours/day, 7 days/week Acriticai 'software error that severely impacts the abilitY ofcUSTOMER to performAl..i'automatedstafflng'fu-nCtions Description: (TeleStaff is down). This level of priority is only available to CUSTOMER's that are using TeleStaff in a production environment (LIVE accounts ONLY), During Normal Business Hours, immediate response if a Support Representative is available. Otherwise, PDSI will Initial Response: respond within one hour. Outside of Normal Business Hours (including holidays), PDSI will respond with a call back within two hours, All responses will be provided through the Web Portal (email) or by callback, Resolution Response: POSI Will work aggressively to provide ClJSTOMER with a workaround solution or'to completely resolve the problem .. It is the responsibility of CUSTOMER to alert PDSI of possible Priority-One issues by calling PDSI at 866-324-1598. Notification: PDSI will update CUSTOMER of progress frequently during problem resolution and notify CUSTOMER once the workaround has been provided or the problem has been resolved. Priority Two Hours of Availability: Monday through Friday, 6:00 AM to 6:00 PM, Pacific Standard Time. A non-critical software error, which prevents the user from performing a data entry or system administration function. Description: These do not include cosmetic, documentation, or reporting problems. These also do not include questions or inquiries regarding theope.rationof the software or its installationand training. Ouring Normal Business Hours, PDSI will respond within three hours, Outside of Normal Business Hours (including Initial Response: holidays), PDSI will respond by the next business day. All responses will be provided through the Web Portal (email) or by callback, POSI will provide a workaround for CUSTOMER when possible. PDSI will provide a problem resolution in the form Resolution Response: of an Upgrade or modification to the Software in an upcoming Update. Notification: POSI will notify CUSTOMER when a workaround has been provided or the problem has been resolved. Priority Three Hours of Availability: Monday through Friday, 6:00 AM to 6:00 PM. Pacific Standard Time. .·Jppendix Rl'1'Ision Dale: 05,1 All other software or documentation errors not described above. These include but are not limited to: Description: • Reporting errors or calculation problems • Documentation inaccuracies • Cosmetic issues • Misspellings • Product Enhancement requests • Questions or inquiries relating to TeleStaff Software functionality, system administration or installation PDSI will respond to these items if specifically requested to do so at the time of the request. If a reply is requested,Initial Response: PDSI will respond within one Business Day. Resolution Response: PDSI will correct documentation errors in upcoming releases of the documentation. If requested, PDSI will notify the CUSTOMER when a workaround has been provided or the problem has been Notification: resolved. Appendix C -Annual Service and Support Continued TeleSta!! Enhancements The TeleStaff version number consists of three numbers that define the type of product release. The format of the TeleStaff version number is: Version X.YZ where • Changes in X represent a significant change in product functionality (Major Release) • Changes in Y represent an enhancement to the product that increases functionality within the existing Major Release and is typical of an evolving product (Enhancement Release) • Changes in Z represents a minor change to the program to accommodate a software error or cosmetic change (Update Release) Under the TeleStaff Service and Support plan, CUSTOMERs will receive Update Releases and Enhancement Releases as they become available at no additional charge. Major Releases will be available for an additional fee. 4 city of san luis oBispo CITY MANAGER REPORT "Filial City Manager Approval Approver Name Date Approved City Administration Michael Codron April 27,2012 Reviewer RoutingList % "^r^Reviewer Name i City Attorney Av 4/27/12 Police Melissa Ellsworth Kerri Rosenblum 4/26/12 4/27/12 April 25, 2012 FROM: Charles Bourbeau, Director of Finance & Information Technology CB April 26, 2012 PREPARED BY: Steve Schmidt, Information Technology Manager SUBJECT: REQUEST FOR PROPOSALS - LASERFICHE YAR SELECTION RECOMMENDATION 1. 2. Approve the release of the attached request for proposals (RFP), Specification No. 91160, to solicit proposals from Laserfiche value added resellers (VAR) to consolidate City and Police Laserfiche licenses and support services. Authorize the Director of Finance & IT to award a maintenance and support contract if costs are within the staff estimate of $60,000. DISCUSSION Background A Laserfiche document management system is currently used in the Police Department to provide connectivity to the District Attorney's office for electronic filing and serves as the department-wide source for Police case file storage. It is also the designated document system of record for all Police case files. Currently, the Police Department is contracted with Complete Paperless Solutions (CPS) as their VAR for Laserfiche services. Yearly maintenance and support costs with CPS are $8,477. The Police / Laserfiche contract with CPS will expire in September which will require Police to renew the existing contract with CPS or move to another Laserfiche VAR. The remainder of the City currently has a contract with a second Laserfiche VAR, AMI Paperless (AMI) for a Laserfiche document management system associated vdth the EnerGov project. Yearly maintenance and support costs with AMI are $15,610. As with the Police Department, the City's contract with AMI is due for renewal and the support contract extended. Staff recommends system consolidation under one Laserfiche VAR which will include upgrading all of the Police Department's "United Server" licenses and the City's "Avante" suite licenses to a • • AGREEMENT THIS AGREEMENT is made and entered into in the City of San Luis Obispo on.June II, 2012 by and between the CITY OF SAN LUIS OB SPO, a municipal corporation, hereinafter referred to as City, and ECS Imaging, Inc., hereinafter referred to as Contractor, WITNESSETH: WHEREAS, on April 12, 2012 City requested proposals for Laserfiche maintenance and Rio upgrade per Specification No. 91160. WHEREAS, pursuant to said request, Contractor submitted a proposal that was accepted by City for said services. NOW THEREFORE, in consideration of their mutual promises, obl!gations .and covenants hereinafter .contained; the parties hereto agree as follows: I. TERM. ·The term of this Agreement shall be from the date this Agreement is made and entered, as first written above, until acceptance or completion of servfoes. 2. INCORPORATION BY REFERENCE .• City Specification No. 91160 ·and Contractor's proposai'dated May 16, 2012, are hereby.incorporated in and mad a part of this Agreement. 3. CITY'S OBLIGATIONS. For providing Laserfiche maintenance and Rio upgrade as specified in this Agreement, City will pay and Contractor shall receive therefore compensation in a totill sum not to exceed $52,04.6.33. 4. CONTRACTOR'S OBLIGATIONS. For and in consideration of the payments and agreements hereinbefore mentioned to be made and performed by City, Contractor agrees with City to do everytbmg required by this Agreement and the said specification. 5. AMENDMENTS. Any amendment, modification or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by the Council of the City. 6. COMPLETE AGREEMENT. This written Agreement, including all writiugs specifically incorporated herein by reference, shall constitute the complete agreement between the. parties hereto. No oral agreement, understanding or representation not reduced to writiug and specifically incorporated herein shall be of • • any force or effect, nor shall any such oral agreement, understanding or representation be binding upon the parties hereto. 7. NOTICE. All written notices to the parties hereto shall be sent by United States mail, postage prepaid by registered or certified mail addressed as follows: City Col!-tractor City Clerk City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 ECS Imaging, Inc. 3720 Sunnyside Drive, Ste. 200 Riverside, CA 92506 8. AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant that each individual executing this agreement on behalf of each party is a person duly authorized and empowered to execute Agreements for such party. IN_ WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. ATTEST: <:/4Yef1 // Sheryll S eder, Interim City Clerk A!'PROVED AS TO FORM: ·---···-'·' J 4,,#1,e:::. ,F_ /? ,P,43 1 am · E es t ,,,.,,,_ "'r<5 , ',,v O, Sam Andrews sam.andrews@dell.com 512.720.4469 Customer: City of San Luis Obispo Contract: Riverside County Master Agreement - PSA-0001524 (8084445)Date of Issue:5/2/2025 Microsoft Enterprise Agreement (EA) #: renewal of 5615969 (exp 6/25)Quote Expires:6/15/2025 Product Description Mfg#Quantity Months Unit Price Ext. Price Enterprise Online Services Products O365 G3 GCC Sub Per User AAA-11894 585 12 $20.88 $146,577.60 EntMobandSecE3Full GCC ShrdSvr ALNG SubsVL MVL PerUsr AAD-32907 585 12 $8.73 $61,284.60 $0.00 Additional Online Services Products Audio Conferencing Select Dial Out GCC Sub Add-on NYH-00001 585 12 $0.00 $0.00 M365 G5 eDiscovery & Audit GCC Sub Add-on 8RI-00005 14 12 $4.63 $777.84 O365 Extra File Storage GCC Sub Add-on Extra Storage 1 GB M9T-00002 2048 12 $0.18 $4,423.68 Planner & Project P3 GCC Sub Per User 7MS-00001 1 12 $23.22 $278.64 Project P1 GCC Sub Per User PF1-00002 14 12 $7.72 $1,296.96 $0.00 Annual Payment $214,639.32 Notes:Total Annual Payment Yr 1 $214,639.32 Total Annual Payment Yr 2 $214,639.32 Total Annual Payment Yr 3 $214,639.32 Total of 3 years of Payments $643,917.96 Notes: Quote prepared by: Chris A Johnson Monthly Subscriptions 222 N Sepulveda Blvd., Suite 2000 • El Segundo, CA 90245 • Tel: (310) 426-6304 • Fax: (310) 426-6304 • info@neogov.com NEOGOV RENEWAL ORDER FORM Customer: Bill To: City of San Luis Obispo (CA) Attention: Nickole Sutter Address: 900 Palm Street San Luis Obispo, CA 93401 Email: nsutter@slocity.org Term: All original terms and conditions remain in effect Order Summary: Item Year 1 (2016- 2017) Year 2 (2017- 2018) Year 3 (2018- 2019) 1.0 Perform License Subscription 1.1 License Subscription & Maintenance (Pricing Option 3) $3,000.00 $5,400.00 $7,800.00 Total $3,000.00 $5,400.00 $7,800.00 Customer NEOGOV, Inc. Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: Contract Number-SL0090210 6 lfiiUll UV'* solutions M~~ •I u::;; l This Master Customer Agreement is made and entered into as of the Effective Date (defined below) and between: EnerGov Solutions, LLC ("EnerGov''), a Georgia limited liability company located at 2160 Satellite Blvd, Suite 300, Duluth, Georgia 30097, and the City of San Luis Obispo, California ("Customer'') located at 990 Palm Street, San Luis Obispo, CA 93401. EnerGov Solutions and Customer hereby agree as follows: This Master Customer Agreement consists of this signature page, the Terms and Conditions attached hereto, the Proposal attached hereto, the Customer Development Features document attached hereto, and the Statement of Work attached hereto. This Master Customer Agreement and that certain Software Support Agreement constitute the entire agreement between the parties on the subject hereof and superseded all prior or contemporaneous agreements, negotiations, representations and proposals, written or oral. This Master Customer Agreement does not operate as an acceptance of any conflicting or additional terms and conditions and shall prevail over any conflicting or additional provisions of any purchase order, RFP or any other instrument of Customer, it being understood that any purchase order or RFP issued by Customer shall be for Customer's convenience only. This Master Customer Agreement may not be amended, modified, supplemented, or deviated from, except by a writing executed by authorized officials or employees of EnerGov and Customer. By executing this Master Customer Agreement, Customer and EnerGov acknowledge that they have reviewed the terms and conditions of this Master Customer Agreement and agree to be legally bound by the same. Effective Date of the Master Customer Agreement: _ _,."/_""-_,.1fa_.,_0 _· ,_·'-' __ ("Effective Date") I I EnerGov: Customer: EnerGov Solutions, LLC By:~czi=# City of (Print Name): Z'yc-Hou,.., /-z...._ (Print Title: :t;.cX<:-'-11P /Oir ·"'-{5v$ /2ev J I Date: 'J .,. / /-i-0 i 0 ) } Title: l+c\ (v{CUA~ Date: 1o{ti{ro Confidential Information -Do Not Distribute 201 O EnerGov Solutions, LLC Terms and Conditions Governing Master Customer Agreement Contract Number -SL0090210 These Terms and Conditions are entered into by and between EnerGov Solutions, LLC and Customer as of the Effective Date as set forth on the Master Customer Agreement signature page to which these Terms and Conditions are attached. 1. Definitions. In addition to any other terms defined in this Agreement, the following capitalized terms shall have the following meanings: "Agreement" means the Master Customer Agreement and shall include the signature page of the Master Customer Agreement, these Terms and Conditions, the Proposal and any other schedules, attachments or addenda to which the parties have agreed. "Concurrent User" means User accessing or operating the EnerGov Software simultaneously with other Users of the software. "Customer" means the entity (employees, staff, elected officials, and other persons working on behalf of the entity) executing the Master Customer Agreement with EnerGov to which these Terms and Conditions are attached. "Deliverables" means the Products and Services. "Designated System" means the Customer's computer and hardware operating systems which meet or exceed the minimum specifications set forth by EnerGov in the Proposal. "Documentation" means the user documentation and any other operating, training, and reference manuals relating to the use of the EnerGov Software, as supplied by EnerGov to Customer, including any modifications and derivative works thereof. "EnerGov Software" means any and all EnerGov software as listed in the Proposal. "Fees" means all fees and expenses payable to EnerGov pursuant to this Agreement. "Go-Live" means the Customer commences using the EnerGov Software in a live, production environment. "Major Release" means a revision to the EnerGov Software indicated by a change in the first digit of the version number. "Minor Release" means a revision to the EnerGov Software indicated by a change in the second digit of the version number. "Object Code" means the binary machine-readable version of the EnerGov Software. "Products" means the EnerGov Software and Documentation. "Proposal" means the EnerGov software license and services proposal attached to and incorporated into the SL0090210 ~o Customer Initials: ~ EnerGov Initials: If.\\.- Master Customer Agreement to which these Terms and Conditions are attached. "Release" means either a Major Release or Minor Release issued by EnerGov with respect to EnerGov Software. "Services" means the Installation Services, Training Services, and/or any additional services to be provided to Customer pursuant to and in accordance with this Agreement. "Users" means the employees of Customer permitted to use the EnerGov Software as described in Section 2 below. 2. License of EnerGov Software. 2. l Subject to these Terms and Conditions, including, without limitation, the payment of all Fees, EnerGov hereby grants to Customer and Customer accepts a limited, personal, non- exclusive, non-transferable, non-assignable license: (i) To use only in the United States, and allow Users to use, the EnerGov Software in executable Object Code form only, on the Designated System for Customer's internal, in-house purposes only to process Customer's data for transaction and reporting purposes; (ii) To make a single copy of the EnerGov Software solely for backup or archival purposes and not for operational use; (iii)To use the Documentation as reasonably necessary for its internal use in connection with the EnerGov Software license granted pursuant to this Agreement; and (iv) provided, however, that Customer may not have more than the number of Concurrent Users set forth in the Proposal. 2.2 Customer may install the copy of the EnerGov Software on a single server which may be accessed and used by Users via LAN workstations. A copy of the EnerGov Software shall be considered in "use" when it is loaded into the temporary memory (i.e., RAM) of a computer. 2.3 EnerGov employs authorization devices that enable the temporary and permanent use of the EnerGov Software ("Registration Codes"). EnerGov may issue temporary Registration Codes to enable to the Customer's use of the EnerGov Software prior to receiving payment in full from the Customer in accordance with the terms of this Agreement. Any temporary Registration Codes issued will expire on the due dates listed on the payment schedule (attached hereto as Schedule I) unless EnerGov has timely received each applicable payment on or before each applicable due date. Customer acknowledges and agrees that the EnerGov Software will not operate in the event the temporary Registration Codes expire. Permanent Registration Codes will only be issued after payment is received in full. Until such time, any temporary Registration Codes may be administered at EnerGov's discretion, which administration may be modified from time to time. Customer shall not modify any Registration Code or other security device used by EnerGov to protect the EnerGov Software or attempt to bypass or circumvent such Registration Code or other device. 2.4 Except as explicitly provided in this Section 2, no license under any patents, copyrights, trademarks, Trade Secrets, or any other intellectual property rights, express or implied, are granted by EnerGov to Customer under this Agreement. 3. Ownership; Reservation of Rights. 3.1 EnerGov reserves all rights not expressly granted herein. Customer may use the EnerGov Software and Documentation only to process Customer's own data and may not, and shall not permit any third party to, (i) use the EnerGov Software or Documentation for time- sharing, rental, or service bureau purposes; (ii) copy (except as permitted in this Agreement), sublicense, distribute, transfer, or transmit the EnerGov Software and Documentation; or (iii) translate, reverse engineer, decompile, recompile, update, disassemble, or modify all or any part of the EnerGov Software and Documentation (including without limitation, any source code) or obtain possession of any source code or other technical material relating to the EnerGov Software. Customer shall not allow any third party to have access to the EnerGov Software or Documentation without EnerGov's prior written consent. Customer shall not remove any proprietary notices on the EnerGov Software and Documentation and shall affix all proprietary notices affixed to the EnerGov Software and Documentation delivered to Customer to all copies of the EnerGov Software and Documentation permitted to be made hereunder. 3.2 All patents, copyrights, circuit layouts, mask works, Trade Secrets, and other Proprietary Information in or related to the EnerGov Software and Documentation are and will remain the exclusive property of EnerGov, whether or not specifically recognized or perfected under the laws of the jurisdiction in which the EnerGov Software or Documentation is used or licensed. Customer will not take any action that jeopardizes EnerGov's proprietary rights or acquire any right in the Software, the Documentation or other items of Proprietary Information. EnerGov will own all rights in any copy, translation, modification, adaptation, or derivation of the EnerGov Software, Documentation or other items of Proprietary Information, including any improvement or development thereof. Customer will obtain, at EnerGov's request, the execution of any instrument that may be appropriate to assign these rights to EnerGov or perfect these rights in EnerGov's name. 4. Installation Services. SW0902l0 JJO Customer Initials:~ EnerGov Initials: ~ 4. lEnerGov will deliver the EnerGov Software to Customer and install and configure such EnerGov Software ("Installation Services") in accordance with, and for the Fees set forth on, the Proposal. Notwithstanding the foregoing, all quoted installation dates, including dates related to terms such as "Installation", and "Completion of Training", on any Proposal or otherwise, are estimates only. 4.2The Installation Services shall not include any modifications to the EnerGov Software beyond what is described in the Proposal. Except as expressly provided in the Proposal, any modifications to the EnerGov Software requested by Customer and agreed upon by EnerGov shall be provided at EnerGov's current time and materials rate. 5. Training Services. EnerGov will provide on-site training services ("Training Services"), if any, in accordance with, and for the Fees set forth on, the Proposal. EnerGov and Customer shall schedule a mutually agreeable time to conduct the Training Services. 6. Support Services. Any EnerGov Software support services ("Support Services") shall be provided to Customer if Customer enters into a separate EnerGov Software Support Agreement ("Support Agreement"). 7. Fees, Expenses, and Payment. 2 7 .1 Customer agrees to pay to EnerGov: (i) the fees for the license of the EnerGov Software ("License Fees") in the amounts set forth on the Proposal; (ii) the fees for the Training Services ("Training Fees") in the amounts set forth on the Proposal; (iii) the fees for the Installation Services ("Setup and Installation Fees") in the amounts set forth on the Proposal; and (iv) the amounts indicated on the Proposal for travel and other expenses, not to exceed $81,650 7.2 The aggregate sums of the Fees described in Section 7. I shall be paid strictly in accordance with the payment schedule attached hereto as Schedule I. Upon advance written notice to Customer, EnerGov may permit a third party to bill the Customer and may direct Customer to pay the Fees to a third party. 7.3 Any Services provided by EnerGov at the request of Customer that are not listed or described in the Proposal shall be provided at EnerGov's current time and materials rate. Additionally, Customer shall reimburse EnerGov for all other expenses reasonably incurred in rendering on-site Services to Customer. 7.4 All Fees payable to EnerGov under this Agreement are net amounts to be received by EnerGov, exclusive of all taxes, whether federal, state, or local, however designated, that may be levied or based upon this Agreement or upon the Deliverables furnished hereunder (collectively, the "Taxes") and are not subject to offset or reduction because of any Taxes incurred by Customer or otherwise due as a result of this Agreement. Customer shall be responsible for and shall pay directly, any and all Taxes relating to the performance of this Agreement, provided that this paragraph shall not apply to taxes based solely on EnerGov's income. 7.5 All sums payable to EnerGov pursuant to these Terms and Conditions which are past due shall accrue interest at the rate of 1.5 % per month or the highest legal rate allowed whichever is less, commencing with the date on which the payment was due. 8. Confidentiality. 8.1 For the purposes of this Agreement, (i) "Proprietary Information" means Trade Secrets and Confidential Information; (ii) "Trade Secrets" shall have the meaning assigned thereto in Section 10-1-761 of the Official Code of Georgia Annotated, as amended from time to time; and (iii) "Confidential Information" shall mean any confidential and proprietary material, data, or information (in whatever form or media) of EnerGov which is of a special and unique nature and has tangible or intangible value including without limitation all non- public information pertaining to the Deliverables and information concerning or related to the business of EnerGov that could be used as a competitive advantage by competitors if revealed or disclosed to such competitors or to persons revealing or disclosing same to such competitors; provided however, that Confidential Information shall not include any information which Customer can prove was or became generally known or available to the public (other than by reason of any violation by Customer or any other person of any written or other obligation of confidence). 8.2 Customer agrees that, at all times during the term of this Agreement, and (i) with respect to all Proprietary Information constituting Trade Secrets, for so long thereafter as such Proprietary Information continues to constitute Trade Secrets (or for the period beginning on the last day of the term of this Agreement and ending on the fifth (5th) anniversary thereof, whichever is longer), and (ii) with respect to all Proprietary Information not constituting Trade Secrets, for the period beginning on the last day of the term of this Agreement and ending on the fifth (5th) anniversary thereof, Customer (A) shall hold such Proprietary Information in strict confidence, (B) shall not directly or indirectly disclose, divulge or publish to any third party any of such Proprietary Information, and (C) shall not directly or indirectly, on behalf of Customer or any other third party, use any of such Proprietary Information for any purpose other than solely as permitted in this Agreement. Customer shall take all actions necessary to protect the Proprietary Information against any unauthorized disclosure, publication or use. Customer shall immediately notify EnerGov of any intended or unintended unauthorized SL0090210 f0 0 Customer Initials:~ EnerGov Initials: /~ disclosure, publication or use of any Proprietary Information by Customer or any third party of which Customer becomes aware or reasonably should become aware. Customer shall assist EnerGov, to the extent reasonably necessary, in the procurement or protection of the rights of EnerGov to or in any and all Proprietary Information. 8.3 Notwithstanding Section 8.2 hereof, in the event that Customer becomes legally compelled (by deposition, interrogatory, request for production of documents, subpoena, civil investigative demand, public records request or similar process) to disclose any of the Proprietary Information, Customer shall provide EnerGov with prompt prior written notice of such requirement so that EnerGov may seek a protective order or other appropriate remedy, and Customer will cooperate fully with EnerGov's efforts to obtain any such order or other remedy. In the event that such protective order or other remedy is not obtained, Customer will furnish only that portion of the Proprietary Information which is legally required, and shall not be deemed to have breached Section 8.2 hereof because of such limited disclosure of such Proprietary Information. 9. Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ENERGOV MAKES NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, WITH RESPECT TO THE ENERGOV SOFTWARE, DOCUMENTATION OR SERVICES OR THEIR CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE BY CUSTOMER, NONINFRINGEMENT, OR OF ERROR FREE AND UNINTERRUPTED USE, ALL OF WHICH ARE HEREBY EXCLUDED AND DISCLAIMED IN ALL RESPECTS. 10. Proprietary Rights Indemnification. 3 I 0.1 EnerGov will defend at its own expense any action against Customer brought by a third party to the extent that the action is based upon a claim that the EnerGov Software directly infringes any United States copyright or misappropriates any Trade Secret (as defined in Section 8.1), and EnerGov will pay those costs and damages finally awarded against Customer in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. 10.2 EnerGov's obligations under Section 10.1 with respect to an action are conditioned on (i) Customer notifying EnerGov promptly in writing of such action, (ii) Customer giving EnerGov sole control of the defense thereof and any related settlement negotiations, and (iii) Customer cooperating with EnerGov in such defense (including, without limitation, by making available to EnerGov all documents and information in Customer's possession or control that are relevant to the infringement or misappropriation claims, and by making Customer's personnel available to testify or consult with EnerGov or its attorneys in connection with such defense). 10.3 If the EnerGov Software becomes, or in EnerGov's opinion is likely to become, the subject of an infringement or misappropriation claim, EnerGov may, at its option and expense, either (i) procure for Customer the right to continue using the EnerGov Software, (ii) replace or modify the EnerGov Software so that it becomes non-infringing, or (iii) terminate Customer's right to use the EnerGov Software and give Customer a refund or credit for the License Fees actually paid by Customer for the infringing components of the EnerGov Software less a reasonable allowance for the period of time Customer has used the EnerGov Software. 10.4 Notwithstanding the foregoing provisions of this Section 10, EnerGov will have no obligation or otherwise with respect to any infringement or misappropriation claim based upon (i) any use of the EnerGov Software not in accordance with this Agreement or for purposes not intended by EnerGov, (ii) any use of the EnerGov Software in combination with other products, equipment, software or data not supplied by EnerGov, (iii) any use of any Release of the EnerGov Software other than the most current Release available to EnerGov customers, or (iv) any modification of the EnerGov Software made by any person other than EnerGov. 11. General Indemnity. 11.1 Subject to the other limitations contained in this Agreement, EnerGov agrees to indemnify and hold harmless Customer, and Customer agrees to indemnify and hold harmless EnerGov respectively, from any liabilities, penalties, demands, or claims finally awarded (including the costs, expenses, and reasonable attorney's fees on account thereof) that may be made by any third party for personal bodily injuries, including death, resulting from the indemnifying party's negligence or willful acts or omissions or those of persons furnished by the indemnifying party, its agents, or subcontractors or resulting from the use of the EnerGov Software, Products, Installation Services and/or Training Services furnished hereunder. EnerGov agrees to defend Customer, at Customer's request, and Customer agrees to defend EnerGov, at EnerGov's request, against any such liability, claim or demand. Customer and EnerGov respectively agree to notify the other party promptly of any written claims or demands against the indemnified party for which the indemnifying party is responsible hereunder. The foregoing indemnity shall be in addition to any other indemnity obligations of EnerGov or Customer set forth in this Agreement. 11.2 If the indemnifying party fails to assume the defense of any actual or threatened action covered by this Section SW090210 Customer Initials: ~ EnerGov Initials: K·'ll- 11 within the earlier of (i) any deadline established by a third party in a written demand or by a court and (ii) thirty (30) days of notice of the claim, the indemnified party may follow such course of action as it reasonably deems necessary to protect its interest, and shall be indemnified for all costs reasonably incurred in such course of action; provided, however, that the indemnified party shall not settle a claim without the consent of the indemnifying party. 12. Insurance. EnerGov has commercial general and automobile liability insurance in such amounts as are set forth in Exhibit A (attached hereto) and shall maintain such insurance in amounts not less than the amounts indicated on Exhibit A while EnerGov performs the Installation Services and the Training Services on Customer's premises. 13. Disclaimer and Limitation of Liability. 4 13.1 NEITHER ENERGOV NOR ANY OF ITS DIRECTORS, OFFICERS, OR EMPLOYEES SHALL BE LIABLE FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING FROM OR RELATED TO A BREACH OF THIS AGREEMENT OR ANY ORDER OR THE OPERATION OR USE OF THE ENERGOV SOFTWARE, DOCUMENTATION OR SERVICES INCLUDING SUCH DAMAGES, WITHOUT LIMITATION, AS DAMAGES ARISING FROM LOSS OF DATA OR PROGRAMMING, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST CUSTOMER BY ANY THIRD PERSON; (II) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY ENERGOV TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND ENERGOV'S REASONABLE CONTROL; OR (III) CLAIMS · MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST ENERGOV MORE THAN TWO YEARS AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE. 13.2 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, BUT EXCLUDING ANY CLAIMS FOR INDEMNIFICATION UNDER SECTION 10.1, LIABILITIES OF ENERGOV (AND ITS DIRECTORS, OFFICERS, OR EMPLOYEES) UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT LAW, TORT LAW, WARRANTY OR OTHERWISE SHALL BE LIMITED TO CUSTOMER'S DIRECT DAMAGES NOT TO EXCEED THE AMOUNTS ACTUALLY RECEIVED BY ENERGOV UNDER THIS AGREEMENT. 13.3 Without limiting the foregoing, Customer agrees that neither EnerGov nor any of its officers, directors, agents, or employees (i) shall have any liability for errors or omissions in the output of any EnerGov Software caused by inaccuracies of Customer's input, (ii) shall not be responsible for any loss of Customer's data, "downtime", loss or corruption of other software program files, whether arising in contract, negligence, strict liability, products liability, or otherwise and (iii) shall have any liability for (A) the acts or omissions of non-EnerGov personnel, agents or third parties, (B) misuse, theft, vandalism, fire, water or other peril or (C) any alterations or modifications made to the EnerGov Software by the Customer. 13.4 Customer acknowledges and agrees that the allocation of risks provided in this Agreement are reflected in the Fees charged pursuant to this Agreement are reasonable and appropriate under the circumstances. 14. Term and Termination. 14. l The term of this Agreement and the software license provided herein shall commence upon the execution of this Agreement and shall continue until terminated as provide for herein. 14.2 This Agreement may be terminated at any time upon the giving of written notice: (i) By EnerGov in the event that (A) Customer makes an assignment for the benefit of creditors, or commences of has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws or laws of debtor's moratorium, or (B) Customer breaches Sections 2, 3 or 8 of these Terms and Conditions or if Customer otherwise misuses the EnerGov Software or Documentation in contravention of this Agreement; or (ii) By either party in the event that the other party (A) fails to timely pay any amounts due pursuant to this Agreement and such failure is not cured within thirty (30) calendar days after written notice of such failure is provided to the other party, or (B) fails to commence remedying any other breach of this Agreement within thirty (30) days after written notice specifying such breach is provided to the other party. 14.3 Upon termination of this Agreement (i) either party shall be entitled to seek to recover any damages and obtain any additional rights and remedies set forth in this Agreement against the other party (if any) and (ii) Sections 3, 7, 8, 9, 10, 11, 13, 15, 20, 21and24 of these Terms and Conditions shall survive the termination of this Agreement. 15. Equitable Remedies. Customer acknowledges that each provision in this Agreement providing for the protection of EnerGov's Software, copyrights. source code and other Proprietary Information is material to this Agreement. Nothing contained herein shall limit either party's right to any remedies at law, including the recovery of damages for breach of this Agreement. SW090210 Customer Initials: ~ EnerGov Initials: ~ 16. Compliance With Laws. 16.l EnerGov and Customer each shall strictly comply with all applicable laws and regulations relating in any way to the use of the Deliverables, including, but not limited to, obtaining licenses or permits and any other government approval. 16.2 Customer agrees that the EnerGov Software will not be exported directly or indirectly. separately or as part of any system, without the prior written consent of EnerGov and without first obtaining a license from the U.S. Department of Commerce or any other appropriate agency of the U.S. Government, as required. Without limiting the foregoing, Customer acknowledges that the EnerGov Software my contain encryption technology that may require a license from the U.S. State Department. 17. Publicity. All media releases issued by either party or their employees or agents relating to this Agreement or its subject matter shall be coordinated with and approved by an officer of the other party prior to release. Notwithstanding the foregoing, each party hereby agrees the other party may use its name, URL and logo on its website and in its customer and partner lists for corporate and financial presentations. 18. Authority. Each party represents and warrants to the other that it has the right to enter into this Agreement. 19. Assignment. Customer may not assign or transfer its interests, rights or obligations under this Agreement whether by written agreement, merger, consolidation, operation of law, or otherwise, without the prior written consent of an authorized executive officer of EnerGov. Any attempt to assign this Agreement by Customer shall be null and void. 20. Governing Law and Venue. The validity, construction, 5 interpretation, and performance of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of California except as to its principles of conflicts of laws provided, however, that the laws of the State of Georgia shall govern with respect to the validity, construction, interpretation and performance under Sections 3 and 8 (except for the application of the California Public Records Act, which shall be interpreted under California law) of this Agreement. Each party hereto hereby voluntarily (i) submits to personal, exclusive jurisdiction in the State of California, with respect to any suit, action or proceeding by any person arising from, relating to or in connection with this Agreement, (ii) agrees that any such suit, action or proceeding shall be brought in any state court of competent jurisdiction sitting in San Luis Obispo County, California, or in the United States District Court, Central District of California, Western Division, (iii) submits to the jurisdiction of such courts, and (iv) irrevocably agrees not to assert any objection as to the venue of any such suit, action or proceeding in the courts described above and any claim that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. 21. Costs and Attorneys' Fees. In any action, suit, arbitration, mediation or other similar proceeding brought by any party hereto for enforcement hereof or arising out of or relating hereto or breach hereof, the non-prevailing or unsuccessful party shall promptly pay directly, or promptly reimburse the prevailing or successful party for all reasonable costs and all reasonable consultants' and attorneys' fees and expenses, paid or incurred by the prevailing or successful party in enforcing this Agreement, in addition to other such relief as such prevailing or successful party may be entitled. For purposes of this Section, the determination of which party is to be considered the prevailing or successful party shall be decided by the court of competent jurisdiction or independent party (i.e., mediator or arbitrator) that resolves such action, suit, dispute, claim, or litigation. 22. Waiver. No waiver of breach or failure to exercise any option, right, or privilege under the terms of this Agreement on any occasion or occasions shall be construed to be a waiver of the same or any other option, right or privilege on any other occasion. 23. Severability. If any of the provisions of this Agreement shall be invalid or unenforceable under the laws of the jurisdiction where enforcement is sought, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions and the rights and obligations of EnerGov and Customer shall be construed and enforced accordingly. 24. Notices. All notices, demands, or other communications herein provided to be given or that may be given by any party to the other shall be in writing and delivered to such party at the address set forth on the signature page of this Agreement or at such other address as such party may hereafter designate to the other party in accordance herewith, which other address shall not be effective for purposes hereof until the receipt of same by such other party as designated below. All such notices, demands, or other communications given in accordance herewith shall be deemed to have been given and received (i) on the date of receipt if delivered by hand; (ii) on the earlier of the date of receipt or the date five (5) business days after depositing with the United States Postal Service if mailed by United States registered or certified mail, return receipt requested, first class postage paid and properly addressed; or (iii) on the next business day after depositing with a national overnight courier service if sent by national overnight courier service, priority delivery, properly addressed. 25. Incorporation of Exhibits and Other Attachments. Any Schedules, Exhibits or Proposals referred to in this SW090210 ~. 0 Customer Initials: ~ EnerGov Initials: :)(/fl Agreement and attached hereto are integral parts of this Agreement and are incorporated herein by this reference. 26. Third Party Beneficiaries. This Agreement is entered into solely for the benefit of EnerGov and Customer. No third party shall have the right to make any claim or assert any right under it, and no third party shall be deemed a beneficiary of this Agreement. 27. Connterparts. This Agreement may be executed simultaneously in two (2) or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument. 28. Delivery of Electronic Copy of Executed Agreement. The parties agree that electronic transmission via facsimile or email to the other party of a copy of this Agreement bearing such party's signature shall suffice to bind the party transmitting same to this Agreement in the same manner as if an original signature had been delivered. Without limitation of the foregoing, each party who electronically transmits an executed copy of this Agreement via facsimile or email bearing its signature covenants to deliver the original thereof to the other party as soon as possible thereafter. 6 Schedule 1 Payment Schedule In accordance with the terms of this Agreement, the following payment schedule will be adhered to for the Products and Services rendered by EnerGov. · 1. Payment Schedule l .1 Customer agrees to timely pay all Fees as outlined below. Payment Schedule for Software and Services Deliverable 5 System Configuration Signoff -Land Mgmt $98,110 Deliverable 6 System Configuration Signoff -Asset Mgmt $31,350 Deliverable 7 System Configuration Signoff -EnerGov GIS Server NIA Adv Deliverable 8 System Configuration Signoff -Citizen Access NIA Deliverable 9 Data Importation -FoxPro -Land Management $77,982 Deliverable 10 Data Importation -FoxPro -Asset Management $32,631 Deliverable 11 Custom Programming -Land Management $29,614 Deliverable 12 Custom Programming -Asset Management $0 Deliverable 13 Integrations $0 Deliverable 16 End User Training -Land Management SL0090210 7 Deliverable 18 Production I Post Production Support-Land Mgmt $24,388 Deliverable 19 Production I Post Production Support-Asset Mgmt $15,000 * All payment terms are net 30 unless otherwise indicated. Payment Schednle for Snpport Fees Due Date Amonnt Description January 1 of every year $24,721 Software Support/Maintenance l" Qtr. April 1 of every year $24,721 Software Support/Maintenance 2"" Qtr. July 1 of every year $24,721 Software Support/Maintenance 3'" Qtr. October 1 of every year $24,721 Software Support/Maintenance 4w Qtr. 1.2 EnerGov may issue temporary Registration Codes to enable to the Customer's use of the EnerGov Software prior to receiving payment in full from the Customer in accordance with the terms of this Agreement. Any temporary Registration Codes issued will expire on the due dates listed above unless EnerGov has timely received each applicable payment on or before each applicable due date. Customer acknowledges and agrees that that the EnerGov Software will not operate in the event the temporary Registration Codes expire. EnerGov will issue Permanent Registration Codes only after payment is received in full. 1.3 EnerGov assumes no responsibility for delays caused by the United States Postal Service or any other delivery service. 1.4 Interest will be charged by EnerGov on overdue amounts not paid to EnerGov as provided hereunder at the rate of ONE AND ONE-HALF PERCENT (l-112%) per month or the maximum amount allowed by law, whichever is less, commencing with the date payment was due. l.5Customer agrees that any payment not received within 30 days of invoice date will result in work stoppage until payment is received. SL0090210 8 Exhibit A Insurance (Attached hereto) Sl.0090210 9 Client#· 1214286 128ENERGSOL 1 ACORD,. CERTIFICATE OF LIABILITY INSURANCE I DATE {MM/DDIYYYY) 9/08/2010 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION BB&T -Sidney 0. Smith ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 200 Broad Street (30501) HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. PO Box 1357 Gainesville, GA 30503 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: Hartford Underwriters Insurance 30104 Energov Solutions LLC INSURERS: Hartford Fire Insurance Company 19682 2160 Satellite Blvd Ste 300 INSURERC: Sentinel Insurance Company, Ltd 11000 Duluth, GA 30097 INSURERD: INSURERE: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. "R TYPE OF INSURANCE POLICY NUMBER FE TIVE P2_~1£Y EXPIRATION LIMITS NSR A GENERAL LIABILITY 10/09/09 10/09/10 EACH OCCURRENCE •1.000 000 -R~~§.~I9_RENTED x.. COMMERCIAL GENERAL LIABILITY . •300 000 -D CLA!MS MADE D OCCUR MED EXP (Any one person) $10.000 PERSONAL & ADV INJURY $1.000.000 GENERAL AGGREGATE $2 000 000 ~'L AGGREGATE LIMIT APnS PER: PRODUCTS -COMP/OP AGG $2.000.000 POLICY n ~~& LOG c ~TOMOBILE LIABILITY 05/23/10 05/23/11 COMBINED SINGLE LIMIT ANY AUTO {Ea accident) 11,000,000 -x ALL OWNED AUTOS BODILY INJURY -$ SCHEDULED AUTOS (Per person) - -HIRED AUTOS BODILY INJURY • NON-OWNED AUTOS (Per accident} - PROPERTY DAMAGE • (Per accident) ~RAGE LIABILITY AUTO ONLY -EA ACCIDENT • ANY AUTO OTHER THAN EAACC • AUTO ONLY: AGG • A ::i]ESSIUMBRELLA LIABILITY 10/09/09 10/09/10 $30,000 w/ $500 Ded DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS City of San Luis Obispo, its officers, officials, employees, agents and volunteers are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; or automobiles owned leased, hired or borrowed by the Contractor CERTIFICATE HOLDER City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 ACORD 25 (2001/08) 1 of 2 #S5567713/M5479742 CANCELLATION 10 Davs for Non-Pavrnent SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL -3.0...._ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AU~TRIZED REPRESENTATIVJ .......-..._.-.. 1'r/~W '1 -. MIT ©ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s). authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25·8 (2001/08) 2 of 2 #S5567713/M54797 42 Confidential -Do not distribute EnerGov .NET Enterprise Land Mgmt Suite -Includes: Project/ Land 75 $ 3,299 $ 247,425 75 Concurrent Licenses Use Mgmt; Permitting; Citizen Request Mgmt; Plan Mgmt; Inspections; Code Enforcement EnerGov .NET Enterprise Asset Mgmt Suite -Includes: Asset 15 $ 3,299 $ 49,485 15 Concurrent Licenses Mgmt; Purchasing & Costing; Work Orders; Citizen Request; Inventory Control; Maintenance Mgmt; Investigations; Inspections EnerGov .NET Enterprise Request and Enforcement Mgmt Suite -35 $ 3,299 $ 115,465 35 Concurrent Licenses Includes: Citizen /service request & complaints, code violation EnerGov .NET Enterprise Land Mgmt Suite -Read Only Licenses 25 $ 500 $ 12,500 25 Concurrent Licenses EnerGov .NET Enterprise Asset Mgmt Suite --Read Only licenses 15 $ 500 $ 7,500 15 Concurrent Licenses EnerGov GIS Server "Advanced" 2 $ 39,995 $ 79,990 2 Server License -Requires ArcGIS Server Advanced EnerGov MobileGov 1 $ 1,999 $ 1,999 1 Fixed License EnerGov Citizen Access Web Portal 1 $ 19,995 $ 19,995 1 Server License Laserfiche Integration 1 $ 14,999 $ 14,999 Subtotal Software $ S49,3S8 California Regional Discount 10% $ (54,936) Grand Total Software $ 494,422 ~e!_vi~es _ __ _ _ ------If Qty ;, Per If Su~~tal_ _ j~ _ _ _ --] Implementation -land Management 1 $ Implementation -Asset Management 1 $ Integrations I Data Services: Foxpro Applications -land Management 1 $ Foxpro Appllcations -Asset Management 1 $ Custom Programming -Asset Management 1 $ Custom Programming -Land Management 1 $ State Contractors Licensing Board Integration 1 Training -Land Management 30 $ Training -Asset Management 10 $ On Site Go-Live Support-Land Management 20 $ On Site Go-live Support -Asset Management 10 $ Subtotal lmplementatlon Callfornla Regional Discount 10% Implementation Rate Reduction 5% Total Software Total Implementation Discounts 257,054 $ 257,054 88,840 $ 88,840 77,982 $ 77,982 32,631 $ 32,631 60,830 $ 60,830 16,095 $ 16,095 Free of charge 792 $ 34,410 792 $ 11,470 792 $ 22,940 792 $ 11,470 613,722 (61,37Z) (30,686) 549,358 613,722 (146,994) (201,086) Includes system analysis, definition, configuration, UAT, and the following: *Related Travel ($31,950} u*see resoun:e al/ocatfan on pages that follow. Includes system analysls, definition, configuration, UAT, and the following: *Related Trove/ ($14,200} *"*See resource a/location on pages that fol/aw. ***See resource ;illoc;itlan on p;iges th;it follow. ***See resource ;illocath:in on p;iges that follow. ***See resource allocat!on on p;iges that follow. ***See resource allocatlon on pages that follow. Includes: 30 onsite training days and .. Related Travel ($10,650) ***See resource allocatlon on pages that follow. Includes: 10 onsite training days and * Related Travel {$3,550) ***See resource allocation on pages that follow. Includes: 20 days onsite training d;iys ;ind .. Related Travel ($7,100) *0 See resource allocation on pages that follow. Includes: 10 days on site training days and * Related Travel ($3,550) pages that follow. ***See resource allocation on EnerGov Solutions Proposal San Luis Obispo, CA 9/20/2010 Confidential -Do not distribute 2 I Planning and Initiation Project planning activities; Install framework, identify project teams, etc. $3,550 Process and System Assessment, system 9 analysis, system configuration planning, Assess I Define Phases workflow analysls,System Definitions, configuration documentation, workflow I $15,975 I translation. System configuration based upon I 2; I Configuration Phase I implementation planning and business process analysis results. Includes Onsite reviews with $3,550 customer project manager/team. Users acceptance testing/ onsite training of 5 UAT Process I system with customer's project stakeholders - acceptance reviews -Final configuration sign-off Trips I Onsite resource days COSTI 0 $0 ' $6,360 i $5,560 i ' ' ' l l 5 ' ! 30 ' ! 30 ' $7,560 ' $38,160 ! $33,360 ' ' ! o ci.y i -: . 35 ; 35 ; $0 i $44,520 ; $38,920 ' ' ' ' l ' ' ' ' ' ' ' ' ' ' 0 ' 10 ' 10 ' ! ! ! $0 ' ' 7 ; $7,784 ' ' 5 ; $5,560 i ' ' ' ' ' 0 ' ! $0 0 $0 5 $5,560 0 ' ' ; ' ' ; i l ' ' ' ! $0 0 $0 0 $0 10 EnerGov Solutions Proposal San Luis Obispo, CA 9/20/2010 Confidential -Do not distribute 0 Planning and Initiation I Project planning activities; install framework, identify project teams, etc. $1,775 $0 Process and System Assessment, system 2 0 Assess /Define Phases I analysis, system configuration planning, workflow analysis,System Definitions, $3,550 $0 confi uration documentation workflow System configuration based upon 2 0 Configuration Phase implementation planning and business process analysis results. Includes Onsite reviews with $3,550 $0 customer project manager/team. Users acceptance testing/ onsite training of 3 0 UAT Process I system with customer's project stakeholders - acceptance reviews -Final configuration sign-offl Trips I Onsite resource days COST ; ; ; ' $0 ' $5,560 ' ' I ' ' 0 • 15 ' ! ! ; $0 ; $16,680 ! ' ' I I ' 0 ' 20 ' ' • ' ' $0 ' $22,240 ' ' ' . ' • I ' • . ' • ' ' • . 0 I 10 • . . $0 ; $0 ' 5 ' 0 $5,560 ! $0 5 • 0 • $5,560 i $0 I • . 0 • 0 ' ; • ; ; ! • ! ; • ' I . . ' $0 0 $0 0 $0 10 EnerGov Solutions Proposal San Luis Obispo, CA 9/20/2010 Confidential -Do not distribute Data Conversion 1 Foxpro DB Conversions -Land Mgt 2 Data Conversion 2 Foxpro DB Conversions -Asset Mgt 1 Development Services 1 Custom Development-Land Mgt 2 Development Services 2 Custom Development -Asset Mgt 1 Development Services 3 I State Contractor Licensing Board Integration I I 16 0 3 0 0 40 0 10 Free of Charge 40 20 0 0 $77,982 $32,631 $60,830 $16,095 Free EnerGov Solutions Proposal San Luis Obispo, CA 9/20/2010 Confident.ial -Do not. dist.ribut.e San Luis Obispo, CA Land Management Processes I 10 -15 users per class I 4sesslons per day 10 4 0 I 0 Asset Management j 10 -15 users per class/ 4 sessions per day 10 Processes 2 0 I 0 I 0 I 10 I 0 I 10 10 0 EnerGov Solutions Proposal San Luis Obispo, CA 9/20/2010 Son Luis Obispo Ctostom Oev1lopm1nt Requirements Feature by Process ' State Contractor LIC<!nS!! Board Integration I Pantamatlon • fin•n"" lntogratlon (flat Ille ••Port) lntollitim• (wob servloo intorgatlon) Lond u .. & Lond U•o M1lnl<!n•n<e Attachmont. on Porcols with liv• link URL link In Pronorty M•nagortoA<>•morOWnerWebslte Parcel Gen••logy In PronortyNtgr Abllltvto manage rotlrod and deaotivated arcelsln ProoertvMor Projoctworkd•S50S Malling Uot sub><:ripHon for written communleotlon lover the counter/ onllne Management of cumulative •qlt data Yio Pro"•"'' M~rfrom GIS NAICS and Occuoancv Closslflcatlon• In GIS and Prooertv Mor "Jump Out" to mapsorvkeswithcontentspedllo URL I.e. Reddin• Bin and Goo•le umos Googlo / Bing St .. etVTew Custom Fleldsln Property Mgr Plonnln11 Outlook Integration Vesting Man lee ""essment that looks Into a sneclflo fee schedule at time of an•licatlon Soedflclees are controlled b the vested maos Vuted fee schedule needs to carrv over to linked I associated olans MHter Schedule for Hearin••/ Nteetln• Re orts> BulldlnoPumlts Auto a5'1 nment of olans based on last lannerto work with that nrooortv f addro" / nrojoct If no nrevlous nlan aotlvltu default lanner Is assigned for that plan typo) Fee calculations based on CPI an"llcotlon date of original •PP Is b"olln• for calculation FlaoolnR the deleted records Abllllv to mana•e School and AH ba•od valuation> I sq ft Combined Mermll> with data colloctlon Ablll~' to look lndlvlOual lees on<e cakulstsd (loo by foe) Creation of WO from oermlt wotkflow Bulldln• credits I.e. demolition crsot•• c,.dit for w•ter, trafllo, school) management Non-tran!ilerablo Proportylovela,,lgnment Proporty spill> and combination mgt Cad• Enlor<0mont Multlplo lnspoctlon layars Cn!atlon or pormlt• ond plans from code workfiows Notification of active codo ca•e to Plannln• and Permltt!n• ' Fire Prevention and Wead Abatement Land Use/fire p,.ventlon module I Manage porent propeotu and units/ tenant> ' Plan Filo M1mt & PW O•ve!ooment Review Mooting I Hearing for Pro)oots M•" em•ll / malling ba•ed on Global Entl Role Globol EntltvSearoh OIPObllltles Copy Permit (ch1nge date, re!5'ess lees, etc. Re-"Cl•5'liv" a oermlt (di• work doss but maintain oaralleled worlcnow contents custom fields, actlvltv notes, hlsto"' etc. Abllltvto cumulotlve valuation totals for ermlts over nerlods of time with notifications of flood fpw required review ' ' S.ourltv on GIS editing caoabllllles In ArcGIS 10 Manage purchases without PO In EnerGovourohasln•ll.e. totalcom consum tlon Tim• Tracking In WO A"lgn WO on clas•llloatlon I tune combination ' Ut!lltl"' wo, Ind. W•ste and W1ter Conser;allon Fadlltle• mgtand que.vbvn•me Abllltv to re•trlct read, write and search oanabllltles at the record level Abllltv to update GIS data via 10 or SQL triuer SP b"ed on actlvl!Y fn EnerGov (tollet,.trofitorogrom CIP Proler:t M111111mont Asolgn "To" on projects Gantt Chart dis lay C1oobllltles lntowatlon with finance ""stem for New roeotcreatlon U date the S'•on oxl.tlno oro eots Centralized time ro .. ln• and m•mt UI Elenor! to MS Pro eot Custom field control for users and oontact• Budoettrackln• GIS Mini-Viewer In all reoord• GfODATA New GIS "feature" auto oreatos on EnorGov A5'et "Lo•' of GIS Attributes addod hv GIS ldUlck create os'"t o !Ion Ont!on to nlotand A"ets child "'"'t' on man <dlffcolors' Manual and Auto numberin Ofo>Sots Parent·> child ·>orandchlld """t rolatlnn>hl s OS IT Interaction with SOE "vies" !or read writ• •• abllltl•• Parcel GIS hlstorvwrlter for enealow "w•s Is" oonce I snatlallvdetect arcel ohan es anO make ad ustment• Ma" undo!••· I.•. lmnort of asse5'or owner fnfo etc.' Access 'p•roel labrlc" to detect and proce" parcel split aotlon Total Features Ro ul1I Custom Dlve!opmont 7 SLOCustom DovFHIU .. ('I' or NI " Est OevHours " " " " '" " " "' Statement of Work Prepared for. San Luis Obispo, CA CltyO~ san llils os1spo Prepared by: EnerGov Solutions, LLC 2160 Satellite Blvd, Suite 300 Duluth, GA 30097 888.355.1093 www.energov.com August4,2010 EnerGov Statement of Work DOCUMENT CONTROL Date Author Version Change Reference 08/02/2010 Chuck Newberry 1.0 San Luis Obispo -SOW 09/02/2010 Chuck Newberry 2.0 Updates from SLO review Page 2 EnerGov Statement of Work STATEMENT OF WORK OVERVIEW EnerGov Solutions, LLC "EnerGov" is committed not only to providing a superior software product for the current and future needs of San Luis Obispo "Customer" but also to assist the Customer in the successful implementation and deployment of EnerGov .NET. A successfully installed system will leverage the expertise, experience, and clarity of EnerGov and the Customer's staff. EnerGov will provide a staff of highly trained professionals with a decade of experience to automate the Customer's business functions centered on planning, development, and asset management processes. EnerGov staff will work, in a collaborative fashion, with the Customer staff to optimize EnerGov's portfolio of software, best practices, and customer experience thus enabling the Customer to successfully deploy the EnerGov .NET Enterprise Application Software. This deployment is intended to meet the Customer's functionality, timing, and cost requirements of the project. As such, this Statement of Work ("SOW") dated August 3, 2010 sets forth a scope and definition of the consulting/professional services work (collectively, the "Services") to be provided by EnerGov for this project. Any service work and/or deliverables not listed, defined, or provided as optional deliverables in this document are inherently considered outside of the scope of this project effort. Out of scope services will be agreed upon by both parties through the appropriate "change order" processes and invoiced at EnerGov's standard T&M rate per resource type included in the "Resource Allocation Chart" of the proposal. PROJECT DESCRIPTION EnerGov and the Customer agree to provide an Enterprise Software solution, EnerGov .NET, to meet the needs of the operational requirements of the following documented departments and business streams defined in the "City to Vendors" FoxPro Briefings delivered on January 22, 2010. EnerGov shall deliver its Services throughout the implementation lifecycle in the form of deliverables described in the work description section(s) of this SOW. These deliverables will be associated to the project stages defined in the section titled "EnerGov Implementation Methodology". For purposes of this project, EnerGov segregated these deliverables between the "Land Management" and the "Asset Management" components of EnerGov .NET. PRODUCTS PURCHASES The following software products have been purchased and shall be implemented for the Customer: • EnerGov .NET Enterprise Land Management Suite • EnerGov .NET Enterprise Asset Management Suite • EnerGov .NET Request and Enforcement Suite • EnerGov GIS Server Advanced • EnerGov Citizen Access • EnerGov MobileGov PROCESS SCOPE -DEPARTMENT AND BUSINESS GROUPS The intent of this project is to implement the EnerGov .NET Enterprise Application Software to Page 3 EnerGov Statement of Work -------------------------------·-·-·----·---- manage the identified processes initiated or provide business intelligent information to the following department(s): • Community Development • Finance I IT • Public Works • Police • Utilities • Administration • Fire • Attorney's Office • Parks and Recreation DEFINED BUSINESS STREAMS TO BE IMPLEMENTED EnerGov and the Customer will work collaboratively to define the number of unique business streams to be implemented within the departments defined above. A clear and comprehensive definition of business processes I streams to be configured will be defined and documented within the project assess and define stages of the implementation. It's assumed that only the business processes identified below, which were preliminary defined by the Customer in the "City to Vendors" FoxPro Briefings delivered on January 22, 2010, will be implemented within the scope of this project: • Land Use • Violation Tracking (Code Enforcement) • Land Use Maintenance • Fire Prevention • Planning • Weed Abatement • Building Permits • Public Works Development Review • Service Request • Utilities Work Order • Waste and Water Conservation • CIP Project Management • Geo Data Details regarding these business streams can be referenced in the "City to Vendors" FoxPro Briefings delivered on January 22, 2010. PROJECT ASSUMPTIONS • Customer and EnerGov shall review their responsibilities before work begins to ensure that Services can be satisfactorily completed. • Customer will provide EnerGov with access to its equipment, systems, and personnel to the extent needed to complete the defined Services. • Customer will provide work space for EnerGov Services for work completed on Customer premises. • EnerGov shall implement the most current version of the EnerGov software at the time of the contract signing. • Customer will maintain primary responsibility for the scheduling of Customer employees and facilities in support of project activities. • Customer shall provide EnerGov with network access for remote installation and testing through industry standards such as Virtual Private Network (VPN) or other secure access methods. • Customer will provide/purchase/acquire the appropriate hardware, software and infrastructure assets to support all purchased EnerGov software products in both Page 4 EnerGov Statement of Work support/testing and production environments. • For use with EnerGov Citizen Access, Customer will provide/purchase/acquire an on line merchant account and all related hardware required by the merchant account provider for the handling of credit cards and/or checks. • Customer is responsible for proper site preparation, hardware, software and network configuration in accordance with EnerGov specifications. • EnerGov shall be responsible for implementing a functioning version of the application software (assuming Customer has installed the proper hardware, software, and networking devices). • EnerGov will provide Customer with a weekly status reports that outline the tasks completed. EnerGov will also provide details regarding the upcoming tasks that need to be completed during the coming weeks, the resources needed (from client) to complete the tasks, a current or updated version of the project plan, and a listing of any issues that may be placing the project at risk (e.g., issues that may delay the project or jeopardize one or more of the production dates) as needed. • EnerGov personnel shall attend executive project review committee meetings (internal) as needed. CRITICAL SUCCESS FACTORS In order to successfully execute the services described herein, there are several critical success factors for the project that must be closely monitored. These factors are critical in setting expectations between the Customer and EnerGov, identifying and monitoring project risks, and promoting strong project communication. • Knowledge Transfer -While EnerGov cannot guarantee specific expertise for Customer staff as a result of participating in the project, EnerGov shall make all reasonable efforts to transfer knowledge to the Customer. It is critical that Customer personnel participate in the analysis, configuration and deployment of the EnerGov .NET software in order to ensure success and transfer knowledge across the organization. After Post Production assistance tasks are completed by the EnerGov Professional Services team, the Customer will be responsible for administering the configuration and introduction I workflow of new processes in the EnerGov .NET system. • Dedicated Customer Participation -EnerGov fully understands that Customer staff members have daily responsibilities that shall compete with the amount oftime that can be dedicated to the EnerGov implementation project. However, it is critical that the Customer acknowledges that its staff must be actively involved throughout the entire duration of the project as defined in the Project Plan delivered during the Planning and Initiation Phase of the project. EnerGov shall communicate insufficient participation of Customer and EnerGov resources through Project Status Reports, with all related corresponding impact(s). • Deliverable Acceptance Process -Implementation services for the above EnerGov products and business process scope are formalized through the DELIVERABLES defined in this document. Upon completion of each deliverable according to the acceptance Page 5 EnerGov Statement of Work criteria defined herein, EnerGov shall provide the Customer with a Deliverables Acceptance Form (see attachment A) to formalize acceptance and completion. The Deliverables Acceptance Form is subsequently signed by the appropriate Customer stakeholder(s), and faxed to EnerGov. EnerGov respectfully requests prompt attention to the processing of all Deliverables Acceptance Forms, as adherence to this timely process directly impacts the ability to complete the project in the desired timeframe. In an effort to ensure quality and complete satisfaction with each stage of the project, EnerGov's professional services division has established the following rules: 1. Projects will not be allowed to move from one stage to another without a signed Deliverable Acceptance Form. The EnerGov project team will immediately stop all other tasks, complete the stage at hand, and obtain sign off before moving to the next stage. 2.Customer understands that any payment not received within 30 days of invoice will result in work stoppage. All related project tasks will be stopped until payment is received. • Managing Project Scope -In an effort to implement the project on time and within budget, both EnerGov and Customer have agreed to limit the software and professional services to only those items identified in this contract. The implementation services scope for the above EnerGov products and departmental configuration services are formalized through the deliverables defined in this document as well as approved project definition documentation "PDD" defined during the assess and define stages of the project. Functional software requirements are defined by the "City to Vendors" FoxPro Briefings delivered on January 22, 2010 and by the agency I EnerGov due diligence assessment. If at any time in the project, required items are identified that are deemed as being outside the scope of the defined project requirements, EnerGov will require a change order form to be accepted and signed by project stakeholders in order for the required process to proceed. Likewise, both Customer and EnerGov understand that changes to the project scope will adversely affect the project schedule. Reductions of the defined scope will also require a change order. PROJECT MANAGEMENT EnerGov shall perform ongoing project management services throughout the implementation in order to plan and monitor execution of the project in accordance with deliverables outlined in the Statement of Work. To support the implementation of the EnerGov software, EnerGov shall provide Project Management services throughout the project. Generally these services include the following: • Project plan management using Microsoft Project • Project document management using Microsoft Sharepoint • Issue log management and escalation • Status reporting • Change order management Page 6 EnerGov Statement of Work • Project workspace management • Resource management • Executive project oversight via Executive Director and Project Review Committee By mutual agreement some project management tasks may be shared between the EnerGov Project team and the Customer Project Manager/Stakeholders. PROJECT SCHEDULE Upon execution of the contract, the parties will subsequently collaborate during the project planning and initiation stage to determine a start date for services to be rendered. Upon initiation of these services, EnerGov shall work with Customer to collaboratively define a baseline or preliminary project schedule/plan. Given the fact that project schedules are working documents that change over the course of the project, EnerGov shall work closely with Customer to update, monitor, agree, and communicate any required changes to the project schedule. ENERGOV IMPLEMENTATION METHODOLOGY EnerGov will deliver its services to the Customer by employing its proven EnerGov Implementation Methodology. EnerGov's implementation process is a proven methodology that guides the project from inception to de-ployment, thereby increasing the chances of successfully implementing EnerGov software products. Project delivery through execution of EnerGov's implementation life cycle is described below. 6-Stage Implementation Process Page 7 EnerGov Statement of Work With over 100 successful government agency implementations within just the last 5 years, and the only vendor to successfully implement a true 4-tier web based system, EnerGov Solutions has managed more contemporary implementations than any automation provider in this specialized industry. EnerGov utilizes a 6-stage or phased implementation approach in order to ensure that each aspect of the implementation process is adequately addressed. A methodology of this nature is invaluable simply because it embraces an exhaustive examination of various interdepartmental issues such as best practices, policies, and procedures, each of which must necessarily be evaluated and considered prior to implementation. Moreover, this approach ensures that modular specific details are mastered prior to each subsequent phase. A formalized sign off process defined by deliverable require Customer stakeholders to accept each deliverable before the project is advanced. Please note that the advancement of the implementation stages are contingent upon prompt due payment (net 30 days) of deliverable sign-offs that occur within each stage. Projec:.t Plannlng Framework Installation • Workflow Translation Business Definition • System ConflguraUon Conversion/ Scripting • SuperUserTralnlng Systems Testing • Onslte·Klckoff Break-out Sessions • On site Production & Post Production Support DEFINED DELIVERABLES/ WORI< DESCRIPTION (Project Roadmap) Stage 1 -Planning & Initiation DELIVERABLE 1: PROJECT INITIATION / PLANNING -LAND MANAGEMENT Project Initiation Prior to EnerGov beginning systems configuration, EnerGov and the Customer take proper precautions to carefully plan and define project expectations. During the Initiation stage, project contracts and the SOW are reviewed, project planning activities are completed; steps are taken to instill end user acceptance early on; and the EnerGov software framework is installed within the Customer's preferred environment. Project Initiation typically begins a few weeks to a month before the projects assess & define phase ensues. In conjunction with the Customer representatives, EnerGov shall perform the following tasks: Page 8 EnerGov Statement of Work • Conduct formal conference calls and a kick off meeting(s). The objectives of these meetings include a formal transition from sales process to implementation process, review roles and responsibilities, review the contract and review project scope. • EnerGov pre-planning and Customer process collection to prepare for future business analysis. • Finalize staffing allocation assessment for the project teams (Customer and EnerGov). • Review the communication plan and project logistics including communications norms, status reporting, issue/risk management, work locations, etc. • Review and document formal deliverable signoff procedures, identify team members that will be responsible for signoff from the Customer and EnerGov. Please note these individuals must have the capability to authorize payment for services rendered, and must have the authority to move the project forward. • Review infrastructure requirements and preparation (with designated Customer technical staff). • Drafting of preliminary baseline project plan (in cooperation with the Customer Project Manager). (e.g. an estimated project plan. The project plan is considered a living document that will update as needed throughout the project. • Review and adjust project scope (amend SOW/Contract) based on additional findings, if necessary. EnerGov Responsibilities: • Consult with Customer resources to provide technical and business input and answer technical questions related to the installation requirements for the EnerGov Software Framework. • Deliver all EnerGov software purchased to Customer. • Coordinate & perform project planning activities. ' Collaborate with Customer to complete the preliminary baseline project plan (MS Project). Customer Responsibilities: • • " • • • • Provide prompt responses to EnerGov's request for information . Define key personnel and responsibilities to be utilized throughout the project. Provide facilities for project kickoff meeting and other onsite requirements. Procure and configure necessary hardware, non-EnerGov systems software, and networking infrastructure as specified by EnerGov Hardware I infrastructure requirements. Prepare the hardware, software, and network in accordance with the specifications provided by EnerGov. Make available the appropriate Customer key IT users to participate in any hardware, software, environment, and infrastructure meetings. Provide EnerGov remote access (when needed) into the required servers for EnerGov software installation (if applicable). Acceptance Criteria: • Confirm and acceptance of baseline (preliminary) project plan. ' Confirm and acceptance that EnerGov Software purchased has been delivered. Page 9 EnerGov Statement of Work • Completion of project kickoff meeting/kickoff event -4 (four) on-site "man" days. DELIVERABLE 2: PROJECT INITIATION/ PLANNING-ASSET MANAGEMENT Project Initiation Prior to EnerGov beginning systems configuration, EnerGov and the Customer take proper precautions to carefully plan and define project expectations. During the Initiation stage, project contracts and the SOW are reviewed, project planning activities are completed; steps are taken to instill end user acceptance early on; and the EnerGov software framework is installed within the Customer's preferred environment. Project Initiation typically begins a few weeks to a month before the projects assess & define phase ensues. In conjunction with the Customer representatives, EnerGov shall perform the following tasks: • Conduct formal conference calls and a kick off meeting(s). The objectives of these meetings include a formal transition from sales process to implementation process, review roles and responsibilities, review the contract and review project scope. • Deliver implementation templates to assist Customer in pre-planning. • Finalize staffing allocation assessment for the project teams (Customer and EnerGov). • Review the communication plan and project logistics including communications norms, status reporting, issue/risk management, work locations, etc. • Review and agree on project status report template format. • Review and document formal deliverable signoff procedures, identify team members that will be responsible for signoff from the Customer and EnerGov. • Review infrastructure requirements and preparation (with designated Customer technical staff). • Deliver a preliminary baseline project plan (in cooperation with the Customer Project Manager). • Review and adjust project scope (amend SOW/Contract) based on additional findings, if necessary. • Deliver the EnerGov Software purchased. EnerGov Resoonsibilities: • • ' .. Consult with Customer resources to provide technical and business input and answer technical questions related to the installation requirements for the EnerGov Software Framework. Deliver all EnerGov software purchased to Customer . Coordinate & perform project planning activities. Collaborate with Customer to complete the preliminary baseline project plan (MS Project) . Customer Responsibilities: • Provide prompt responses to EnerGov's request for information . Page 10 EnerGov Statement of Work --·-----------·-------·-------------- • Define key personnel and responsibilities to be utilized throughout the project. • Provide facilities for project kickoff meeting and other onsite requirements. • Procure and configure necessary hardware, non-EnerGov systems software, and networking infrastructure as specified by EnerGov Hardware I infrastructure requirements. • Prepare the hardware, software, and network in accordance with the specifications provided by EnerGov. • Make available the appropriate Customer key IT users to participate in any hardware, software, environment, and infrastructure meetings • Provide EnerGov remote access (when needed) into the required servers for EnerGov software installation. Acceptance Criteria: • Confirm and acceptance of baseline (preliminary) project plan. • Confirm and acceptance that EnerGov Software purchased has been delivered. • Completion of project kickoff meeting/event -2 (two) on-site man days. Stage 2 -Assess & Define DELIVERABLE 3: ASSESS & DEFINE LAND MANAGEMENT The Assess and Define stage involves onsite and offsite comprehensive business process assessment and analysis, change management assessment and systems assessment and analysis. EnerGov will provide automation recommendations based on industry best practices and experience gained while implementing a client base of nearly 200 agencies. In conjunction with the Customer representatives, EnerGov shall perform the following tasks: • Review, translate, define and document each business process as a basis for configuration of EnerGov's system configuration I workflow engine. • Refine and firm the project plan (in cooperation with the Customer Project Manager). • Collect employee names and associated roles and identify user profile specifics. • Review and document intake requirements, forms, and data fields for each business stream/ process type. • Collect and document output requirements (documents/letters/reports). • Collect and document fees, fee schedules, and collection procedures for each business stream/ process type. • Collect and document all required inspections and inspection result options for each business stream/ process type. • Conduct prototype sessions with prototype database to illustrate software capabilities. • Determine integration strategy with EnerGov Data Services I EnerGov Development I Project Team. • Define and detail system integrations and provide final resource I final fixed cost assessment for any integration deliverables previously considered pre-analysis estimates. Page 11 EnerGov Statement of Work • Review and adjust project scope (amend SOW/Contract) based on additional findings, if necessary. • Collect data files (and any available data diagrams) needed for data importation; create/analyze data mapping to support business goals. EnerGov Responsibilities: • Provide prompt response to Customer's request for information. • Business comprehension and process collection of the current client processes and workflow. • Process workflow translation -EnerGov functional and system configuration requirements. • Identify and present any new processes or efficiency to be implemented as a benefit of automation (workflow documentation). • Completion of EnerGov project definition documentation (booklet). Customer Responsibilities: • Provide prompt responses to EnerGov's request for information. • Make available the appropriate Customer key users (previously defined) and content experts to participate in the business process analysis. • Make available the appropriate files, data and documentation required to analyze system integrations and data conversion. • Verify the accuracy of the documented workflows, input/output formats, and data elements • Where available, Customer shall provide the relevant, documented business processes. Where not available, Customer will work with EnerGov to comprehend the business processes. These business processes will be process mapped and used by Customer as the basis for the UAT. Acceptance Criteria: • Review and acceptance of project definition documentation (booklet). Validate that the content accurately reflects the business process data to be utilized during the EnerGov system configuration. ' Review and acceptance of the updated project plan. • Review and accept any final system integration I development services assessments that were previously considered pre-analysis estimates. DELIVERABLE 4: ASSESS & DEFINE ASSET MANAGEMENT The Assess and Define stage involves onsite and offsite comprehensive business process assessment and analysis, change management assessment and systems assessment and analysis. EnerGov will provide automation recommendations based on industry best practices and experience gained while implementing a client base of nearly 200 agencies. In conjunction with the Customer representatives, EnerGov shall perform the following tasks: Page 12 EnerGov Statement of Work • Review, translate, define and document each business process as a basis for configuration of EnerGov's system configuration I workflow engine. • Refine and firm the project plan (in cooperation with the Customer Project Manager). • Collect employee names and associated roles and identify user profile specifics. • Review and document intake requirements, forms, and data fields for each business stream/ process type. • Collect and document output requirements {documents/letters/reports). • Collect and document fees, fee schedules, and collection procedures for each business stream/ process type. • Collect and document all required inspections and inspection result options for each business stream/ process type. • Conduct prototype sessions with prototype database to illustrate software capabilities. • Determine integration strategy with EnerGov Data Services I EnerGov Development I Project Team. • Define and detail system integrations and provide final resource I final fixed cost assessment for any integration deliverables previously considered pre-analysis estimates. • Review and adjust project scope (amend SOW/Contract) based on additional findings, if necessary. • Collect data files (and any available data diagrams) needed for data importation; create/analyze data mapping to support business goals. EnerGov Responsibilities: • Provide prompt response to Customer's request for information. • Business comprehension and process collection of the current client processes and workflow. • Process workflow translation -EnerGov functional and system configuration requirements. • Identify and present any new processes or efficiency to be implemented as a benefit of automation (workflow documentation). • Completion of EnerGov project definition documentation (booklet). Customer Responsibilities: • Provide prompt responses to EnerGov's request for information. • Make available the appropriate Customer key users (previously defined) and content experts to participate in the business process analysis. • Make available the appropriate files, data and documentation required to analyze system integrations and data conversion. • Verify the accuracy of the documented workflows, input/output formats, and data elements • Where available, Customer shall provide the relevant, documented business processes. Where not available, Customer will work with EnerGov to comprehend the business processes. These business processes will be process documented and used by Customer as the basis for the UAT. Page 13 EnerGov Statement of Work Acceptance Criteria: • Review and acceptance of project definition documentation (booklet). Validate that the content accurately reflects the business process data to be utilized during the EnerGov system configuration. • Review and acceptance of the updated project plan. • Review and accept any final system integration I development services assessments that were previously considered pre-analysis estimates. Stage 3 -Configure & Review The configure and review stage of the EnerGov implementation consists of configuring the EnerGov system around the requirements collected and established during the assess and define stage and documented within the project definition documentation. Data conversion, creation or configuration of interfaces, scripting of EnerGov's 10 engine, and custom report development are also an integral part of the system configuration phase. To ensure configuration quality, internal system reviews are performed with EnerGov's executive review committee before the database is presented for final onsite reviews and configuration signoff. DELIVERABLE 5: SYSTEM CONFIGURATION -ENERGOV .NET LAND MGMT SUITE In conjunction with the Customer representatives, EnerGov shall perform the following tasks: • Configure the EnerGov .NET Land Mgmt suite around the requirements collected and established within the project definition documentation. • Develop up to 10 (ten) EnerGov Land Mgmt custom reports. • Perform onsite system reviews for configuration validation. EnerGov Responsibilities: • Provide prompt response to Customer's request for information. • Work with the Customer to accurately configure EnerGov .NET Land Mgmt according to the project definition documentation. Customer Responsibilities: • Provide prompt responses to EnerGov's request for information. • Make available the appropriate Customer key users (previously defined) and content experts to participate in configuration assessment sessions and final reviews. Acceptance Criteria: • Review and acceptance of EnerGov .NET Land Mgmt suite setup and configuration - validate that the content accurately reflects the desired business process collected and defined within the project definition document. ' Delivery of "system setup" reports DELIVERABLE 6: SYSTEM CONFIGURATION -ENERGOV .NET ASSET MGMT SUITE ------------ Page 14 EnerGov Statement of Work In conjunction with the Customer representatives, EnerGov shall perform the following tasks: • Configure the EnerGov .NET Asset Mgmt suite around the requirements collected and established within the project definition documentation. • Develop up to 5 (five) EnerGov Asset Mgmt custom reports. • Perform onsite system reviews for configuration validation. EnerGov Responsibilities: • Provide prompt response to Customer's request for information. • Work with the Customer to accurately configure EnerGov .NET Asset Mgmt according to the project definition documentation. Customer Responsibilities: • Provide prompt responses to EnerGov's request for information. • Make available the appropriate Customer key users (previously defined) and content experts to participate in configuration assessment sessions and final reviews. Acceptance Criteria: • Review and acceptance of EnerGov .NET Asset Mgmt suite setup and configuration - validate that the content accurately reflects the desired business process collected and defined within the project definition document. • Delivery of "system setup" reports DELIVERABLE 7: SYSTEM CONFIGURATION -ENERGOV GIS SERVER (ADVANCED) In conjunction with the Customer representatives, EnerGov shall perform the following tasks: • Configure EnerGov GIS Server Advanced around the requirements collected and established within project definition documentation. EnerGov Responsibilities: • Provide prompt response to Customer's request for information. • Work with the Customer to accurately configure EnerGov GIS Server according to the project definition documentation. Customer Responsibilities: • Provide prompt responses to EnerGov's request for information. • Make ~vailable the appropriate Customer key users (previously defined) and content experts to participate in configuration assessment sessions and final reviews. Acceptance Criteria: • Review and acceptance of EnerGov GIS Server Advanced setup and configuration - validate that the content accurately reflects the desired business process collected and defined within the project definition documentation. Page 15 EnerGov Statement of Work DELIVERABLE 8: SYSTEM CONFIGURATION -ENERGOV CITIZEN ACCESS In conjunction with the Customer representatives, EnerGov shall perform the following tasks: • Configure EnerGov Citizen Access around the requirements collected and established within the project definition documentation. EnerGov Responsibilities: • Provide prompt response to Customer's request for information. • Work with the Customer to accurately configure EnerGov Citizen Access according to the project definition documentation. Customer Responsibilities: • Provide prompt responses to EnerGov's request for information. • Make available the appropriate Customer key users (previously defined) and content experts to participate in configuration assessment sessions and final reviews. Acceptance Criteria: • Review and acceptance of EnerGov Citizen Access setup and configuration -validate that the content accurately reflects the desired business process collected and defined within the project definition documentation. DELIVERABLE 9: DATA IMPORTATION-FOXPRO -LAND MANAGEMENT In conjunction with the Customer representatives, EnerGov shall perform the following tasks: • Convert the FoxPro legacy data into the Customer's EnerGov database EnerGov Responsibilities: • Provide prompt response to Customer's request for information. • Develop data mapping utilities that will properly convert data into the EnerGov database. • If additional data mapping events are introduced from changes in original scope, a change order may need to be processed to complete further data mapping activities. Customer Responsibilities: • Provide prompt responses to EnerGov's request for information. • Provide information and data in the formats specified by EnerGov (SQL Server 2000 or Higher, Access 97 or Higher, and pipe /comma delimited format) • Make available the key users for data mapping from the current systems to EnerGov. • Data scrubbing if required • Allocate the time for qualified business and technical experts for the data-mapping sessions that are critical to the project success Page 16 EnerGov Statement of Work ----------------- Acceptance Criteria: • Review and acceptance of the data conversion delineated above-validate that the content accurately reflects the desired business process collected and defined within the project definition documentation. DELIVERABLE 10: DATA IMPORTATION-FOXPRO -ASSET MANAGEMENT In conjunction with the Customer representatives, EnerGov shall perform the following tasks: • Convert the FoxPro legacy data into the Customer's EnerGov database EnerGov Responsibilities: • Provide prompt response to Customer's request for information. • Develop data mapping utilities that will properly convert data into the EnerGov database. • If additional data mapping events are introduced from changes in original scope, a change order may need to be processed to complete further data mapping activities. Customer Responsibilities: • Provide prompt responses to EnerGov's request for information. • Provide information and data in the formats specified by EnerGov (SQL Server 2000 or Higher, Access 97 or Higher, and pipe /comma delimited format) • Make available the key users for data mapping from the current systems to EnerGov. • Data scrubbing if required • Allocate the time for qualified business and technical experts for the data-mapping sessions that are critical to the project success Acceptance Criteria: • Review and acceptance of the data conversion delineated above-validate that the content accurately reflects the desired business process collected and defined within the project definition documentation. DELIVERABLE 11: CUSTOM PROGRAMMING -LAND MANAGEMENT In conjunction with the Customer representatives, EnerGov shall provide the following resource for specific custom development requirements in relation to this project: • Dedicated software developer for a total of 40 days (320 hours). EnerGov Responsibilities: • Custom development services to the core EnerGov .NET Land Management framework. Customer Responsibilities: • Provide prompt responses to EnerGov's request for information. Page 17 EnerGov Statement of Work • Provide information and documentation of business and technology requirements. • Make available the key users for development review. • Allocate the time for qualified business and technical experts for the technology enhancements that are critical to the project success. Acceptance Criteria: • Review and acceptance of the design specifications and custom developed features. DELIVERABLE 12: CUSTOM PROGRAMMING -ASSET MANAGEMENT In conjunction with the Customer representatives, EnerGov shall provide the following resource for specific custom development requirements in relation to this project: • Dedicated software developer for a total of 10 days (80 hours). EnerGov Responsibilities: • Custom development services to the core EnerGov .NET Asset Management framework. Customer Responsibilities: • Provide prompt responses to EnerGov's request for information. • Provide information and documentation of business and technology requirements. • Make available the key users for development review. • Allocate the time for qualified business and technical experts for the technology enhancements that are critical to the project success. Acceptance Criteria: • Review and acceptance of the design specifications and custom developed features. DELIVERABLE 13: INTEGRATIONS In conjunction with the Customer representatives, EnerGov shall perform the following tasks: • Integrate the EnerGov .NET application with the State of California Licensing Board authority, Laserfiche, Pentamation, and lntelliTime. EnerGov Responsibilities: • Provide prompt response to Customer's request for information. • Custom develop services to integrate external system into the EnerGov system/process. Customer Responsibilities: • Provide prompt responses to EnerGov's request for information. • Provide information and documentation of APl/service of which EnerGov will be integrating. Page 18 EnerGov Statement of Work • Make available the key users for integration development review. • Allocate the time for qualified business and technical experts for the integration review sessions that are critical to the project success. Acceptance Criteria: • Review and acceptance of the integration-validate that the service accurately reflects the desired business process collected and defined within the project definition documentation. Stage 4 -Administrator Training & Testing (UAT) DELIVERABLE 14: ADMINISTRATOR TRAINING & TESTING (UAT)-LAND MANAGEMENT This phase of the EnerGov project is a necessary component as it relates to administrative knowledge transfer and in the validation of the system configuration I due diligence of systems readiness to production migration. This phase also helps ensure the key individuals are trained and the Customer has the capabilities of best reacting to ongoing and future changes in business process I configuration requirements (post production). In conjunction with the Customer representatives, EnerGov shall perform the following tasks: • System overview training for administrators I agency testers • Comprehensive system administration and configuration training • Testing and system validation for promotion to production EnerGov Responsibilities: • Provide prompt response to Customer's request for information • Provide 20 (twenty) man days of onsite administrator training & acceptance assistance. • Coordinate with Customer to define training logistics and schedule. • Provide recommendations on testing strategy, scenarios and best acceptance practices • Assist the City in the User Acceptance testing (UAT) effort and the validation of the system configuration readiness to be migrated to production for active use. • Resolve issues, problems, or concerns as a result of User Acceptance Testing activities. Customer Responsibilities: • Provide prompt responses to EnerGov's request for information. • Select and prepare system admin/power users that will be participating in training. • Ensure personnel critical to the success of the project (subject matter experts/ key power users, etc.) are present and available to participate in admin training and testing. • Dedicate sufficient testing participation time to complete UAT. The Customer acknowledges that the time commitment may exceed 25 hours per individual involved in the testing portion of this project. EnerGov also reserves the right to assign project personnel to additional duties until the Customer has fulfilled testing responsibilities. Page 19 EnerGov Statement of Work -----------·----·-----------------·-·---·--·-·-·--·-·----··---------·------- • Use testing scenarios documented in the project definition documentation as the basis for the system acceptance. • Provide facilities suitable to training and testing needs (Customer may elect to utilize EnerGov's training lab if desired). Acceptance Criteria: • Technical training shall be complete when training session man days are utilized. • Tested system accepted and ready for production environment I end user training. DELIVERABLE 15: ADMINISTRATOR TRAINING & TESTING (UAT) -ASSET MANAGEMENT This phase of the EnerGov project is a necessary component as it relates to administrative knowledge transfer and in the validation of the system configuration I due diligence of systems readiness to production migration. This phase also helps ensure the Customer is trained and has the capabilities of best reacting to ongoing and future changes in business process I configuration requirements (post go-live). In conjunction with the Customer representatives, EnerGov shall perform the following tasks: • Comprehensive system overview training for administrators • Comprehensive system administration and configuration training • Testing and system validation for promotion to production EnerGov Responsibilities: • Provide prompt response to Customer's request for information • Provide 10 (ten) man days of onsite administrator training & acceptance assistance • Coordinate with Customer to define training logistics and schedule • Provide recommendations on testing strategy, scenarios and best acceptance practices • Assist the City in the User Acceptance testing (UAT) effort and the validation of the system configuration readiness to be migrated to production for active use. • Resolve issues, problems, or concerns as a result of User Acceptance Testing activities. Customer Responsibilities: • Provide prompt responses to EnerGov's request for information. • Select and prepare system admin/power users that will be participating in training. • Ensure personnel critical to the success of the project (subject matter experts/ key power users, etc.) are present and available to participate in admin training and testing. • Dedicate sufficient testing participation time to complete UAT. The Customer acknowledges that the time commitment may exceed 25 hours per individual involved in the testing portion of this project. EnerGov also reserves the right to assign project personnel to additional duties until the Customer has fulfilled testing responsibilities. • Use testing scenarios documented in the project definition documentation as the basis for the system acceptance. • Provide facilities suitable to training and testing needs (Customer may elect to utilize EnerGov's training lab if desired). Page 20 EnerGov Statement of Work Acceptance Criteria: • Technical training shall be complete when training session man days are utilized. • Tested system accepted and ready for production environment I end user training. Stage 5 -End User Training With an application as dynamic and configurable as EnerGov.NET, it is imperative that an equally configurable and dynamic training program be provided that is tailored to each Customer's unique business processes, workflows and terminology. As such, EnerGov offers adaptable training solutions to meet the needs of each client. DELIVERABLE 16: TRAINING -"TRAIN THE TRAINER" -LAND MANAGEMENT EnerGov will provide a modified "Train the Trainer" approach of specified Customer staff (end users, power users, administrators, etc.) not to exceed 20 to 25 members. Training for this project will be conducted on-site by the EnerGov Implementation team and will consist of a combination of One-on-One training & Classroom training. EnerGov's Project Consultant will coordinate the training plan with related sessions in conjunction with the Customer's Project Manager. Training and knowledge-transfer will be tailored around the unique business processes of each department/user-category: End-User, Administrative, Operations Staff, & IT Analysts. Additionally, standard EnerGov training sessions will include the following general user-business functions & user-roles: • Standard Data Entry, Data Output, Reporting, and Editing features found in the standard functions of the EnerGov Solutions system • Business Process Manager Training • System Administrator Training • Power-User Training In conjunction with the Customer representatives, EnerGov shall perform the following tasks: • Comprehensive End User Training • End User Kickoff event, classroom training EnerGov Responsibilities: • Provide 30 (thirty) man days of End User I Power User Training • Provide prompt response to Customer's request for information • Coordinate with Customer to define training logistics and schedule Customer Responsibilities: Page 21 EnerGov Statement of Work • Provide prompt responses to EnerGov's request for information. • Ensure personnel critical to the success of the project (subject matter experts I key power users, etc.) are present and available to participate in admin training and testing. • Use testing scenarios documented in the project definition documentation as the basis for the end user system training. • Provide facilities suitable to training needs (Customer may elect to utilize EnerGov's training lab if desired). Acceptance Criteria: • Technical training shall be complete when training sessions are utilized. * EnerGov reserves the right to invoice the Customer for all training services on a weekly basis post onsite training services rendered. DELIVERABLE 17: TRAINING -"TRAIN THE TRAINER" -ASSET MANAGEMENT EnerGov will provide a modified "Train the Trainer" approach of specified Customer staff (end users, power users, administrators, etc.) not to exceed 20 to 25 members. Training for this project will be conducted on-site by the EnerGov Implementation team and will consist of a combination of One-on-One training & Classroom training. EnerGov's Project Consultant will coordinate the training plan with related sessions in conjunction with the Customer's Project Manager. Training and knowledge-transfer will be tailored around the unique business processes of each department/user-category: End-User, Administrative, Operations Stoff, & IT Analysts. Additionally, standard EnerGov training sessions will include the following general user-business functions & user-roles: • Standard Data Entry, Data Output, Reporting, and Editing features found in the standard functions of the EnerGov Solutions system • Business Process Manager Training • System Administrator Training • Power-User Training In conjunction with the Customer representatives, EnerGov shall perform the following tasks: • Comprehensive End User Training • End User Kickoff event, classroom training EnerGov Responsibilities: • Provide 10 (ten) man days of End User Training • Provide prompt response to Customer's request for information. • Coordinate with Customer to define training logistics and schedule Page 22 >er :tic el ' . -' ,p ; (1 ih si~ on ·or SSI. 1sil': m1 1n :l r ,or an ria Li~ SU ns EnerGov Statement of Work Customer Responsibilities: • Provide prompt responses to EnerGov's request for information. • Ensure personnel critical to the success of the project (subject matter experts I key power users, etc.) are present and available to participate in admin training and testing. • Use testing scenarios documented in the PDD as the basis for the end user system training. • Provide facilities suitable to training needs (Customer may elect to utilize EnerGov's training lab if desired). Acceptance Criteria: • End User Training shall be complete when training sessions are finalized. * EnerGov reserves the right to invoice the Customer for all training services on a weekly basis post onsite training services rendered. Stage 6 -Production I Post Production Support DELIVERABLE 18: PRODUCTION/ POST PRODUCTION SUPPORT-LAND MANAGEMENT This phase of the EnerGov project is comprised of onsite Go-Live and post production support and consultative advice immediately following the Go-Live of the EnerGov software. This is also a transition period in which EnerGov will transfer from the project team to the EnerGov account services (assigned account manager) realm. In conjunction with the Customer representatives, EnerGov shall perform the following tasks: • Comprehensive Onsite Go-Live and Post Production Support • Final Data Conversion Cutover • Transition from EnerGov project team to EnerGov Account Management EnerGov Responsibilities: • Provide 20 (twenty) man days of Go-Live Support • Provide prompt response to Customer's request for information. • Coordinate with Customer to define support logistics and schedule • Provide on-site resources to support the move to Production effort • Provide final data conversion and systems validation • Assist with issues that may arise related to the deliverables in SOW Customer Responsibilities: • Provide prompt responses to EnerGov's request for information. • Provide technical and functional user support. • Develop and maintain a post-production issues list Page 23 EnerGov Statement of Work • EnerGov reserves the right to invoice the Customer for all training services on a weekly basis post onsite production and post-production support services rendered. ENERGOV PROJECT PAYMENT SCHEDULE EnerGov Solutions shall invoice based on overall project milestones being met as set forth below: Deliverable 5 System Configuration Signoff-Land Mgmt $98,110 Deliverable 6 System Configuration Signoff-Asset Mgmt $31,350 Deliverable 7 System Configuration Signoff-EnerGov GIS Server Adv N/A Deliverable 8 System Configuration Signoff-Citizen Access N/A Deliverable 9 Data Importation -FoxPro -Land Management $77,982 Deliverable 10 Data Importation -FoxPro -Asset Management $32,631 Deliverable 11 Custom Programming-Land Management $29,614 Deliverable 12 Custom Programming-Asset Management $0 Deliverable 13 Integrations $0 Page 25 EnerGov Statement of Work ·-----·---·-----·-----·-·-·----·--··-·-·· ··--·-----·---·--·-·--·-------·------------·---- Deliverable 17 • : • • • • 9 Deliverable 18 Production I Post Production Support-Land Mgmt $24,388 Deliverable 19 Production I Post Production Support-Asset Mgmt $15,000 ACCEPTANCE The services contracted for in this SOW will be considered accepted when all deliverables defined in the Deliverables /Work Description section have been accepted by Customer. STATEMENT OF WORK SIGNATURE Customer acknowledges that it has read this SOW, understands it and agrees to be bound by its terms and conditions. The parties agree that this Agreement cannot be altered, amended or modified, except in writing that is signed by an authorized representative of both parties. ACCEPTED BY: ACCEPTED BY: t: t ·"\. ot S iA.l'\ uv; s \Jbi ~ o EnerGov Solutions, LLC Name: Name: Signature: Signature~~-----:::7"'---- Title: Title: b,xe,_ vP Date: Date: RM: CITY ATTORNEY Page 26 • Make available the key users for data mapping from the current systems to EnerGov. • Allocate the time for qualified business and technical experts to assist in the data importation analysis sessions which will allow the data that has been converted to be viewed, confirmed and accepted. Acceptance Criteria: • Review and acceptance of the data conversion delineated above-validate that the content accurately reflects the conversion documentation that was defined and approved within the data mapping process. 3.5 Completion of Deliverables 9A and 9B represent completion of Deliverable 9 as the project and payment milestone. 3.6 Completion of Deliverable JOA and !OB represent completion of Deliverable 10 as the project and payment milestone. IN WITNESS WHEREOF, the parties have executed this Amendment under seal as of the Effective Date. CUSTO Address: !.\' Gj' ('.) p C{ { l'V\ st' ENERGOV SOLUTIONS, LLC By:_;;;;?C ~t Title: Executive ViceFresldilt Address: 2160 Satellite Blvd., Ste. 300 Duluth, GA 30097 RM: CITIG 2025 Veeam Availability Suite Renewal Quote # 005018 v1 Prepared for: City of San Luis Obispo Prepared by: Ryan Newell 347 Chapala St, Santa Barbara, California 93101 Office: 8053645300 Fax: 8053645313 rnewell@citig.com 347 Chapala St, Santa Barbara, California 93101 Office: 8053645300 Fax: 8053645313 rnewell@citig.com Software Contract End Date: June 25, 2026 L-ADVVUL-01- Veeam Data Platform Advanced Universal Subscription License. Includes SU1AR-00 Enterprise Plus Edition features. 1 Year Renewal Subscription Upfront Billing & Production (24/7) Support. 10 instance pack Contract©End Date: June 25, 2026 L-ADVSTD-VS- 1 year of Production (24/7) maintenance renewal for Veeam Data Platform PP1AR-00 Advanced Standard. Contract©End Date: June 25, 2026 L-FDNPLS-VS- 1 year of Production (24/7) maintenance renewal for Veeam Data Platform PP1AR-00 Foundation Enterprise Plus Subtotal $28,088.89 www.Cltlg.com Page: 2 of 3 CITIG347 Chapala St, Santa Barbara, California 93101 Office: 8053645300 Fax: 8053645313 rnewell@citig.com 2025 Veeam Availability Suite Renewal (NASPO AR2505) Prepared by: CITIG Ryan Newell Chief Executive Officer (805) 364-5303 Fax (805) 364-5313 rnewell@citig.com Quote Summary Prepared for: City of San Luis Obispo Eric Mortensen 990 Palm Str. San Luis Obispo, CA 93401-3249 (805) 781-7529 emortensen@slocity.org Quote Information: Quote #: 005018 Version: 1 Delivery Date: 04/28/2025 Expiration Date: 05/23/2025 Description Software $28,088.89 Total: $28,088.89 Taxes, overtime, shipping, handling and other fees may apply. We reserve the right to cancel orders arising from pricing or other errors. The undersigned hereby accepts the above quote and agrees to be bound by the terms of the Master Service Agreement provided by CITIG. Signature: 6z Signature: Name: Ryan Newell Date: 04/28/2025 Name: Eric Mortensen Date: www.citig.com Page: 3 of 3 Master Service Agreement 1. PARTIES. ("CLIENT") engages CITIG, as an independent contractor, to provide Operations consulting and related services ("Services"), in accordance with the terms of this Agreement. CITIG agrees to perform such Services in accordance with the scope of work authorized by the CLIENT. CLIENT and CITIG are each a "Party" and collectively are "Parties" to this Agreement. 2. TERM. This Agreement is effective as of the signed date below and will remain in effect until terminated in accordance with the terms of this Agreement ("TERM"). 3. WARRANTY/DISCLAIMER. CITIG is consulting with CLIENT and analyzing CLIENT's computer system and making recommendations based upon its monitoring and inspection of CLIENT's system that is limited in scope. CITIG warrants that services provided will be of good, workmanlike quality. If a warranty applies, it will be in effect for thirty (30) days, from the date the services are rendered. CITIG does not warrant that as a result of monitoring or limited inspection, it will identify all of the potential problems or issues with CLIENT's system, nor does CITIG warrant that the recommendations made by its employees, officers, or consultants will remedy all problems or issues that CLIENT may encounter. Except as specifically provided in the above paragraph, CITIG makes no warranties or representations as to the work product, material, or workmanship for services provided hereunder. CITIG disclaims all other warranties whether express or implied, including the implied warranties of merchantability and fitness for a particular purpose. 4. LIMITATION OF LIABILITY. If any service performed by CITIG results in damage to CLIENT's systems or equipment, CITIG's liability will be limited solely to the cost to repair or replace (at CITIG's sole and absolute discretion) the damaged systems or equipment. No obligations or liability shall arise out of CITIG's rendering of technical or other advice in connection with services rendered hereunder. CITIG strongly recommends that CLIENT backup all data before making any changes to equipment or systems, which might affect such data. CITIG will not be responsible for lost or damaged data in the event that the same is not backed up on a regular basis by CLIENT or prior to any services to be provided by CITIG to CLIENT. CLIENT will indemnify and hold CITIG harmless from all damages, expenses (including reasonable attorneys' fees) and other costs or liabilities resulting from any such liability for lost or destroyed data. Notwithstanding anything to the contrary contained in this Agreement, and except as specifically otherwise set forth above, CITIG's total liability under this agreement, from all claims and causes of action under all theories of liability, will be limited to the payments actually received by CITIG from CLIENT during the three (3) months immediately prior to the date of the event giving rise to any claim or liability. In no event will either Party be liable to the other Party or to any third party for any special, incidental, punitive, exemplary or consequential damages, including, without limitation, lost profits, loss of use, loss of data or loss of goodwill, or the costs of procuring substitute services, arising out of or in connection with this agreement or the use or operation of the services, whether such liability arises from any claim based upon breach of contract, breach of warranty, tort (including negligence), product liability, or otherwise, and whether or not a Party has been advised of the possibility of such damage. 5. BINDING NATURE OF AGREEMENT. This Agreement shall be binding and inure to the benefit of CITIG and its successors and assigns and binding upon CLIENT and its successors and assigns. This Agreement may not be modified except by a written instrument signed by all Parties. 6. CLIENT'S DUTIES AND RESPONSIBILITIES. CLIENT's duties hereunder shall also include, but not being limited to, the following: a. CLIENT is responsible for buying and maintaining appropriate software licensing, unless otherwise agreed to in subsequent ATTACHMENTS to this Agreement. b. It is the further responsibility of CLIENT to be certain that all daily backups are performed and in good working order, (unless CITIG is specifically contracted to provide this service and agrees in the form of an ATTACHMENT to take primary responsibility for this specific task). In ANY case, CITIG cannot be responsible for the loss of data or for data integrity for any reason. If CLIENT has concerns about the performance of its backup systems, CITIG must be immediately advised in writing. If Managed Services are provided to CLIENT as part of this IT Agreement, CLIENT further agrees to each of the following: a. Allow the installation of managed service software on CLIENT's network as necessary to allow for the performance of the Services contemplated in this IT Agreement. b. Have, or permit the installation of, backup hardware and software that CITIG supports and manages, if applicable. c. Have, or permit the installation of, antivirus software that CITIG supports and manages. d. Provide configuration and proper ownership documentation as necessary for hardware and software. e. Consult with CITIG prior to any planned purchases of computer hardware that CLIENT intends for CITIG to manage. f. Immediately alert CITIG concerning any third -party activity on CLIENT's network or hardware, or the addition by a third -party of additional hardware or software to CLIENT's systems. g. Provide CITIG with timely access to CLIENT's computer system, office(s), hardware, software, licenses, and any other items reasonably necessary for CITIG to perform the Services contemplated in this IT Agreement. h. Maintain minimum system requirements for all equipment that CLIENT intends for CITIG to manage. Further details of these requirements are available here: http://citig.com/specs i. Have and maintain support contracts with industry -specific software and hardware systems that CLIENT intends for CITIG to provide third -party support coordination. CITIG reserves the right to automatically renew critical support contracts on the CLIENT's behalf. 7. TERMINATION. Either Party may terminate this Agreement at any time and for any reason by providing 30 days prior written notice to the other Party. If CLIENT cancels or terminates this Agreement, any amounts that have been prepaid as a retainer for the service of CITIG will remain on account for the benefit of CLIENT for one (1) year from the date of the termination or cancellation of this Agreement or until the funds have been completely exhausted, whichever comes first. In the event that the retainer funds are not exhausted within said one (1) year period, such funds shall be forfeited to CITIG and CITIG shall have no obligation to account to CLIENT or refund any money to CLIENT. In the event that CITIG cancels or terminates this Agreement, the balance of the retainer funds, if any, will be refunded to CLIENT. 8. CONFIDENTIALITY. CITIG and CLIENT mutually agree to consider and hold all matters relating to CLIENT's and CITIG's business in strict confidence and shall not disclose the same without the prior written consent of the other. Notwithstanding the foregoing, CITIG shall be permitted to disclose that it has performed work for CLIENT, including the general nature of the work performed. 9. DISPUTES. Any disputes between the Parties for less than $5,000 shall be resolved in small claims court in Santa Barbara County, CA. Any disputes in excess of $5,000 shall be subject to binding arbitration by a single arbitrator under the auspices of the American Arbitration Association ("AAA") pursuant to its Commercial Arbitration Rules. All arbitration proceedings shall be conducted in accord with the rules of the AAA at the branch of the AAA closest to CITIG's principal place of business. 10. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California. CLIENT consents to jurisdiction of said courts, whether State or Federal, in Santa Barbara County, State of California. 11. FORCE MAJEURE. No Party shall be liable for any failure to perform its obligations where such failure is as a result of Acts of Nature(including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telephone service. Any Party asserting Force Majeure as an excuse shall have the burden of proving that reasonable steps were taken (under the circumstances) to minimize delay or damages caused by foreseeable events, that all non -excused obligations were substantially fulfilled, and that the other Party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated. 12. PAYMENT TERMS. Payment terms will be determined based on credit application and all hardware and software purchases over $5000 require a 50% partial payment. Disputed invoices must be reported in writing within 30 days of the invoice date. In the event CLIENT fails or refuses to pay any invoice for 45 days or more, CITIG may cease all further work until such time as payment in full is received and may charge CLIENT interest on the remaining amount due at the lesser of (i) a rate of one and twenty-five hundredths percent (1.25%) per month, which corresponds to an APR of fifteen percent (15.00%), or (ii) the maximum rate permitted by law. 13. RATE CHANGES. CITIG reserves the right to increase the fees for IT Agreements and hourly rates annually in alignment with increases in the US Bureau of Labor and Statistics Consumer Price Index, without advance notification. Furthermore, as CLIENT needs change CITIG reserves the right to increase fees for Agreements, with 30 days advance notice. 14. NON SOLICITATION. During the Term of this Agreement and for two (2) years thereafter (the "Non -Solicitation Period"), CLIENT shall not solicit for employment any of CITIG's employees or contracts. It is further agreed that if CLIENT does hire an employee or representative of CITIG, either directly or indirectly, during the Non -Solicitation Period, then the CLIENT will pay CITIG the sum of $200,000 as liquidated damages, which amount the Parties agree is fair and reasonable under the circumstances, since damages are difficult to adequately determine. Furthermore, during the Non -Solicitation Period, CLIENT shall not, either directly or indirectly, for itself or any third party, solicit or aid anyone in the solicitation of any client of CITIG to change its account to any competitor of CITIG. Because of the difficulty in determining the magnitude of damages or potential damages to CITIG in the event of successful solicitation of an existing client, CLIENT will pay as liquidated damages for each client that is induced to change its account because of solicitations in violation of this Agreement, or because CLIENT provided information to a competitor and the competitor utilized that information in the solicitation of CITIG's business, the sum of the previous six calendar months' labor dollars (the amount billed to the lost client for services rendered) plus the gross profit on parts sold to the lost client in the previous six calendar months. 15. ENTIRE AGREEMENT. This Agreement (including any and all exhibits or attachments hereto) constitutes the complete and exclusive statement of the agreement between Parties, which supersedes all prior and concurrent proposals and understandings, whether oral or written, and all other communications between the Parties relating to the subject matter of this Agreement. CLIENT CITIG Firm Name: Printed Name: Address: Date: City, State, Zip: Signature: Telephone: Title: Date: Signature: Title: CITIG VMWare Renewal (3-Year, Annual Payments) Quote # 004794 v1 Prepared for: City of San Luis Obispo Prepared by: Ryan Newell 347 Chapala St, Santa Barbara, California 93101 Office: 8053645300 Fax: 8053645313 rnewell@citig.com CITIG347 Chapala St, Santa Barbara, California 93101 Office: 8053645300 Fax: 8053645313 rnewell@citig.com Software Subtotal $126,897.30 www.Cltlg.com Page: 2 of 3 CITIG347 Chapala St, Santa Barbara, California 93101 Office: 8053645300 Fax: 8053645313 rnewell@citig.com VMWare Renewal (3-Year, Annual Payments) (NASPO AR2493) Prepared by: CITIG Ryan Newell Chief Executive Officer (805) 364-5303 Fax (805) 364-5313 rnewell@citig.com Quote Summary Prepared for: City of San Luis Obispo Eric Mortensen 990 Palm Str. San Luis Obispo, CA 93401-3249 (805) 781-7529 emortensen@slocity.org Quote Information: Quote #: 004794 Version: 1 Delivery Date: 06/21/2024 Expiration Date: 07/16/2024 Description Software $126,897.30 Total: $126,897.30 Taxes, overtime, shipping, handling and other fees may apply. We reserve the right to cancel orders arising from pricing or other errors. The undersigned hereby accepts the above quote and agrees to be bound by the terms of the Master Service Agreement provided by CITIG. Signature: 6z Signature: Name: Ryan Newell Date: 06/21 /2024 Name: Eric Mortensen Date: www.citig.com Page: 3 of 3 Master Service Agreement 1. PARTIES. ("CLIENT") engages CITIG, as an independent contractor, to provide Operations consulting and related services ("Services"), in accordance with the terms of this Agreement. CITIG agrees to perform such Services in accordance with the scope of work authorized by the CLIENT. CLIENT and CITIG are each a "Party" and collectively are "Parties" to this Agreement. 2. TERM. This Agreement is effective as of the signed date below and will remain in effect until terminated in accordance with the terms of this Agreement ("TERM"). 3. WARRANTY/DISCLAIMER. CITIG is consulting with CLIENT and analyzing CLIENT's computer system and making recommendations based upon its monitoring and inspection of CLIENT's system that is limited in scope. CITIG warrants that services provided will be of good, workmanlike quality. If a warranty applies, it will be in effect for thirty (30) days, from the date the services are rendered. CITIG does not warrant that as a result of monitoring or limited inspection, it will identify all of the potential problems or issues with CLIENT's system, nor does CITIG warrant that the recommendations made by its employees, officers, or consultants will remedy all problems or issues that CLIENT may encounter. Except as specifically provided in the above paragraph, CITIG makes no warranties or representations as to the work product, material, or workmanship for services provided hereunder. CITIG disclaims all other warranties whether express or implied, including the implied warranties of merchantability and fitness for a particular purpose. 4. LIMITATION OF LIABILITY. If any service performed by CITIG results in damage to CLIENT's systems or equipment, CITIG's liability will be limited solely to the cost to repair or replace (at CITIG's sole and absolute discretion) the damaged systems or equipment. No obligations or liability shall arise out of CITIG's rendering of technical or other advice in connection with services rendered hereunder. CITIG strongly recommends that CLIENT backup all data before making any changes to equipment or systems, which might affect such data. CITIG will not be responsible for lost or damaged data in the event that the same is not backed up on a regular basis by CLIENT or prior to any services to be provided by CITIG to CLIENT. CLIENT will indemnify and hold CITIG harmless from all damages, expenses (including reasonable attorneys' fees) and other costs or liabilities resulting from any such liability for lost or destroyed data. Notwithstanding anything to the contrary contained in this Agreement, and except as specifically otherwise set forth above, CITIG's total liability under this agreement, from all claims and causes of action under all theories of liability, will be limited to the payments actually received by CITIG from CLIENT during the three (3) months immediately prior to the date of the event giving rise to any claim or liability. In no event will either Party be liable to the other Party or to any third party for any special, incidental, punitive, exemplary or consequential damages, including, without limitation, lost profits, loss of use, loss of data or loss of goodwill, or the costs of procuring substitute services, arising out of or in connection with this agreement or the use or operation of the services, whether such liability arises from any claim based upon breach of contract, breach of warranty, tort (including negligence), product liability, or otherwise, and whether or not a Party has been advised of the possibility of such damage. 5. BINDING NATURE OF AGREEMENT. This Agreement shall be binding and inure to the benefit of CITIG and its successors and assigns and binding upon CLIENT and its successors and assigns. This Agreement may not be modified except by a written instrument signed by all Parties. 6. CLIENT'S DUTIES AND RESPONSIBILITIES. CLIENT's duties hereunder shall also include, but not being limited to, the following: a. CLIENT is responsible for buying and maintaining appropriate software licensing, unless otherwise agreed to in subsequent ATTACHMENTS to this Agreement. b. It is the further responsibility of CLIENT to be certain that all daily backups are performed and in good working order, (unless CITIG is specifically contracted to provide this service and agrees in the form of an ATTACHMENT to take primary responsibility for this specific task). In ANY case, CITIG cannot be responsible for the loss of data or for data integrity for any reason. If CLIENT has concerns about the performance of its backup systems, CITIG must be immediately advised in writing. If Managed Services are provided to CLIENT as part of this IT Agreement, CLIENT further agrees to each of the following: a. Allow the installation of managed service software on CLIENT's network as necessary to allow for the performance of the Services contemplated in this IT Agreement. b. Have, or permit the installation of, backup hardware and software that CITIG supports and manages, if applicable. c. Have, or permit the installation of, antivirus software that CITIG supports and manages. d. Provide configuration and proper ownership documentation as necessary for hardware and software. e. Consult with CITIG prior to any planned purchases of computer hardware that CLIENT intends for CITIG to manage. f. Immediately alert CITIG concerning any third -party activity on CLIENT's network or hardware, or the addition by a third -party of additional hardware or software to CLIENT's systems. g. Provide CITIG with timely access to CLIENT's computer system, office(s), hardware, software, licenses, and any other items reasonably necessary for CITIG to perform the Services contemplated in this IT Agreement. h. Maintain minimum system requirements for all equipment that CLIENT intends for CITIG to manage. Further details of these requirements are available here: http://citig.com/specs i. Have and maintain support contracts with industry -specific software and hardware systems that CLIENT intends for CITIG to provide third -party support coordination. CITIG reserves the right to automatically renew critical support contracts on the CLIENT's behalf. 7. TERMINATION. Either Party may terminate this Agreement at any time and for any reason by providing 30 days prior written notice to the other Party. If CLIENT cancels or terminates this Agreement, any amounts that have been prepaid as a retainer for the service of CITIG will remain on account for the benefit of CLIENT for one (1) year from the date of the termination or cancellation of this Agreement or until the funds have been completely exhausted, whichever comes first. In the event that the retainer funds are not exhausted within said one (1) year period, such funds shall be forfeited to CITIG and CITIG shall have no obligation to account to CLIENT or refund any money to CLIENT. In the event that CITIG cancels or terminates this Agreement, the balance of the retainer funds, if any, will be refunded to CLIENT. 8. CONFIDENTIALITY. CITIG and CLIENT mutually agree to consider and hold all matters relating to CLIENT's and CITIG's business in strict confidence and shall not disclose the same without the prior written consent of the other. Notwithstanding the foregoing, CITIG shall be permitted to disclose that it has performed work for CLIENT, including the general nature of the work performed. 9. DISPUTES. Any disputes between the Parties for less than $5,000 shall be resolved in small claims court in Santa Barbara County, CA. Any disputes in excess of $5,000 shall be subject to binding arbitration by a single arbitrator under the auspices of the American Arbitration Association ("AAA") pursuant to its Commercial Arbitration Rules. All arbitration proceedings shall be conducted in accord with the rules of the AAA at the branch of the AAA closest to CITIG's principal place of business. 10. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California. CLIENT consents to jurisdiction of said courts, whether State or Federal, in Santa Barbara County, State of California. 11. FORCE MAJEURE. No Party shall be liable for any failure to perform its obligations where such failure is as a result of Acts of Nature(including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telephone service. Any Party asserting Force Majeure as an excuse shall have the burden of proving that reasonable steps were taken (under the circumstances) to minimize delay or damages caused by foreseeable events, that all non -excused obligations were substantially fulfilled, and that the other Party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated. 12. PAYMENT TERMS. Payment terms will be determined based on credit application and all hardware and software purchases over $5000 require a 50% partial payment. Disputed invoices must be reported in writing within 30 days of the invoice date. In the event CLIENT fails or refuses to pay any invoice for 45 days or more, CITIG may cease all further work until such time as payment in full is received and may charge CLIENT interest on the remaining amount due at the lesser of (i) a rate of one and twenty-five hundredths percent (1.25%) per month, which corresponds to an APR of fifteen percent (15.00%), or (ii) the maximum rate permitted by law. 13. RATE CHANGES. CITIG reserves the right to increase the fees for IT Agreements and hourly rates annually in alignment with increases in the US Bureau of Labor and Statistics Consumer Price Index, without advance notification. Furthermore, as CLIENT needs change CITIG reserves the right to increase fees for Agreements, with 30 days advance notice. 14. NON SOLICITATION. During the Term of this Agreement and for two (2) years thereafter (the "Non -Solicitation Period"), CLIENT shall not solicit for employment any of CITIG's employees. It is further agreed that if CLIENT does hire an employee or representative of CITIG, either directly or indirectly, during the Non -Solicitation Period, then the CLIENT will pay CITIG the sum of $100,000 as liquidated damages, which amount the Parties agree is fair and reasonable under the circumstances, since damages are difficult to adequately determine. Furthermore, during the Non -Solicitation Period, CLIENT shall not, either directly or indirectly, for itself or any third party, solicit or aid anyone in the solicitation of any client of CITIG to change its account to any competitor of CITIG. Because of the difficulty in determining the magnitude of damages or potential damages to CITIG in the event of successful solicitation of an existing client, CLIENT will pay as liquidated damages for each client that is induced to change its account because of solicitations in violation of this Agreement, or because CLIENT provided information to a competitor and the competitor utilized that information in the solicitation of CITIG's business, the sum of the previous six calendar months' labor dollars (the amount billed to the lost client for services rendered) plus the gross profit on parts sold to the lost client in the previous six calendar months. 15. ENTIRE AGREEMENT. This Agreement (including any and all exhibits or attachments hereto) constitutes the complete and exclusive statement of the agreement between Parties, which supersedes all prior and concurrent proposals and understandings, whether oral or written, and all other communications between the Parties relating to the subject matter of this Agreement. CLIENT CITIG Firm Name: Printed Name: Address: Date: City, State, Zip: Signature: Telephone: Title: Date: Signature Title: Addendum B 1 Rev. 03/2021 Service Level Agreement SERVICE HOURS between 8:30 a.m. and 5:00 p.m. Eastern Time, with the exception of national holidays. Holiday hours are d on our social media accounts. GALAXY HELP CENTER Galaxy has created a full library of articles and videos that cover most of the standard questions and many any time. If you have a question about your Galaxy software, always check the Help Center for the quickest path to a solution: https://galaxydigital.freshdesk.com/support/home INITIATING A REQUEST FOR SUPPORT Submit a support request by emailing our Customer Experience Team at support@galaxydigital.com or by leaving a voicemail at (828) 575- be created and sent to you via email. As we run an outbound support model that does not offer a direct phone line, email is always the first and fastest step in resolving a request. If your request covers several different issues, we may create different tickets to track each issue. In limited cases we may deem an issue an emergency or complex enough to require a phone conversation. If so, we will email you to schedule a call. If you request a phone call, we may ask that you provide a tentative agenda first so we can schedule the agent who is most qualified to take the call. Calls are typically scheduled 3-6 days out from a request. INFORMATION TO INCLUDE WHEN SUBMITTING A SUPPORT TICKET When submitting a support ticket, please include the following information to receive the fastest resolution: Your company/organization name A description of the problem or question The web address for any pertinent pages you are viewing The names and email addresses of any users involved The names of any agencies/programs/nonprofits involved Addendum B 2 Rev. 03/2021 SERVICE DEFINITIONS Launch/Onboarding: You will receive an email to schedule your initial onboarding call from someone on our Customer Experience Team. The purpose of this call is to discuss your program, outline specific goals, and go over the steps needed to meet your target date to go live with your site. You will then receive a follow-up email that reviews what was discussed and provides links for training and other resources moving forward. Your Customer Experience Specialist will then check in via email throughout your preparations for launch. Training: your first onboarding call, and will include site management training, site setup training, and resources to help you provide program/agency manager training. If agencies will be posting on your site, they can access free weekly recurring trainings geared to their unique roles. If you have program managers, there are resources provided to help you onboard them to your new platform. As we release new features, trainings will be available free of charge to all site managers, either in a live-webinar format or in a curated learning management system. Customer Experience Team: This Galaxy Digital team is responsible for Customer Onboarding, Training, Support, Customer Communication, and Success. Each member is an expert in a different area of process or software. Ticket: A ticket is created when a question or support request is submitted to the Galaxy Customer Experience Team by email or phone. We track and manage tickets through Freshdesk, our third-party ticketing software. If a ticket has not received a response/update from you, you may receive an automatic email prompting you for a response, or our system may automatically solve the ticket. Response Time: This is the amount of time it takes a Customer Experience Team member to respond to a newly submitted ticket. You will receive a first reply to your request within four (4) business hours of submission. Outbound Support Model: A customer-service model where email is always the first step to receiving assistance. There is no direct phone line, although you can leave a voicemail. The fastest way to get assistance is to email support@galaxydigital.com. This model has many benefits including fast, quality assistance by the agents who are most qualified to meet your needs. Phone calls can be scheduled upon request and submission of an agenda, as requested. Server Uptime: Galaxy Digital will use reasonable efforts to make the site and data consistently available with a Monthly Uptime Percentage of at least 99.9%. Tools: The Customer Experience Team may use any of the following tools to assist you: Written instructions Links to articles in the Help Center A quick, one-time custom video Production-quality instruction from our library of videos Links to available trainings Addendum B 3 Rev. 03/2021 Vulnerability: A vulnerability is a weakness that could potentially offer exposure of the server operating system or application code to someone who might gain access to and exploit that user data. Our Customer Experience and Development Teams assess any vulnerabilities and categorize them as Critical, High, Medium, and Low based on our professional judgement. Resolution of vulnerabilities: Critical - we will patch these immediately. High - we will issue a patch within 24 hours. Medium - we will issue a patch within 48 hours. Low - we will issue a patch within one week. Data Backups: To keep potential data loss to a minimum, all client data is backed up daily and kept for 6 months. Backup restores are tested every month. Corporate Headquarters: We are located in Asheville, North Carolina. For questions regarding accounting or business development please call 828-575-5300. [See additional services on the next page.] Addendum B 4 Rev. 03/2021 PAID SERVICES Data Imports: Your contract includes free initial imports of standard user profile data, agency profile data, data for current and future volunteers needs (except for needs that have multiple specific shifts), and total sum hours per user. We will provide you with the applicable import templates, which you should complete and email to us at support@galaxydigital.com. Your contract does not include free imports of the following: details of user hours user responses user profile-data imports with more than three custom columns. historical needs The cost for these types of imports is $75 per hour with a $200 minimum charge for all data imports. Our data specialist will review your data and give you an estimate of how much time a requested custom import will require. If your site requires regularly occurring imports of users, individual hours, or user groups, there is a $100.00 fee which includes access to a self-lete your specific imports. Custom Reports: Should our standard reports not provide the information you need, or in a format you require, a custom report can be built. Custom reports can display any of the data points that you collect within the software. Custom reports cost $75/hour, and the complexity of the report will dictate the final cost. CONTRACT CANCELLATION Once a cancellation request is submitted in writing and is deemed to be within the terms of your contract, a Galaxy Digital representative will notify you of your site-termination date by email. Your site will no longer be accessible after this date. Should you require data or access to the site after this date, the following costs will be incurred: $75 fee for reactivation. Once we receive this payment, you will be able to access the site for five days. $135 fee for reactivation plus one hour of data retrieval work by our team. $87/hour will be charged for each additional hour of data retrieval work required. Galaxy Digital LLC. P O Box 1214 Asheville, NC 28802 Bill To City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 United States Ship To City of San Luis Obispo Invoice Date Due Date Amount Due (USD) 31271 04/01/2025 04/01/2025 $ 3,880.00 Item / Description Quantity Amount SSL Load Balancer - RA Annual Subscription Fee for your SSL Load Balancer for your vanity domain for the term 06/01/2025 through 05/31/2026. 1 $100.00 Get Connected Amplify RA Your Get Connected Amplify RA subscription invoice for the term 06/01/2025 through 05/31/2026. Product includes up to 6 programs 1 $3,780.00 AMOUNT DUE (USD) $ 3,880.00 The following terms and conditions constitute a legally binding contract (the "Agreement ") that governs the Galaxy Digital Subscription Services ("Subscription Services”). The Subscription Services are offered subject to your acceptance without modification. We also have other policies and procedures including, without limitation, Terms of Service, Privacy Policy, and others. Those policies contain additional terms and conditions, which apply to the Subscription Services and are integral part of this Agreement. YOUR USE OF THE SUBSCRIPTION SERVICES CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO BE BOUND BY THIS AGREEMENT AND OUR OTHER TERMS OF SERVICE, INCLUDING PAYMENT FOR SUCH SERVICES. Invoice powered by Maxio, LLC. Subscription Management for B2B SaaS Rev. 08/2021 GET CONNECTED AMPLIFY AGREEMENT WITH: City of San Luis Obispo INTRODUCTION Galaxy Digital is a web-based social solutions company that helps build stronger communities through simple technology that improves lives and connects people, organizations and resources. This Agreement is made between Galaxy Digital L.L.C. (hereinafter referred to as "GALAXY"), P.O. Box 1214, Asheville, North Carolina 28802 and City of San Luis Obispo (hereinafter referred to as "CLIENT") with a mailing address of 990 Palm Street, San Luis Obispo, CA 93401 Notices will be delivered by email. Oliver Waters oliver@galaxydigital.com (s) will be: Kiersten Anderson knanders@slocity.org PRICING: Year 1 Pricing $1,000 Onboarding Fee / $3,600 Annual Subscription Fee Term Per Agreement Terms Additional Options: Text Credits: ($100 / 10,000 credits) Initial_________ Amount: $100 SSL Certificate/Vanity Domain Add-on *Domain to be provided by CLIENT Initial: _________ $250 Setup Fee / $100 Annual Subscription Fee At the execution of this agreement, Setup and Subscription fees will be invoiced and are due upon receipt. Once payment is received, Galaxy will initiate all services described in this agreement. Admins may email from the volunteer management system Up to 30,000 messages/month (included in pricing) $.001/email over 30,000 in a given month (equal to $1.00/1000 emails) CLIENT will be billed quarterly and reported to monthly on usage above 30,000. If applicable, additional data management, custom training, and other services beyond the scope of this Agreement shall be quoted separately by GALAXY to the CLIENT upon request, and expressly set forth in a separate Exhibit. Rev. 08/2021 SCOPE OF USE Scope of use for authorized Services as specified in the Get Connected Agreement or the Galaxy Digital Terms of Service, which may include: (a) number and type of Authorized Parties, (b) number and type of Locations, (c) numbers of licenses, copies or instances, or (d) entity, division, business unit, website, field of use or other descriptions. Principal Organization: City of San Luis Obispo Authorized Parties: Volunteer programs managed by City of San Luis Obispo Specific Locations: US Based. Based in CA. Other Description(s): Client will have access to advanced program management functionality for up to 6 programs/departments, 2 main site admins, unlimited volunteers, 6 qualifications, ongoing customer support. AGREEMENT TERM This Agreement shall commence upon the effective date / date of CLIENT signature and will expire 12 months following the first day of the first month after Agreement acceptance. At least 20 days prior to the expiration of the initial term (as set forth in the chart above), GALAXY will invoice CLIENT an additional one (1) year period at the published current market price (see below). CLIENT at their sole discretion can pay this invoice and renew the full effect of this agreement for an additional one (1) year period. This process will be repeated each year until the CLIENT cancels this agreement through non-payment. The services will be discontinued, including access to the software, for non-payment at the end of the last paid period. Pricing for year one two and beyond will be published by GALAXY to CLIENT by the 31st of January prior to the renewal date. GALAXY and CLIENT may enter into a new and separate multi-year agreement at a future date with both parties acceptance to replace the post-initial period "year to year" nature of this agreement. Either party will be allowed to terminate the agreement for the following reasons: material breach of Agreement, including terms of default laid out below in Terms of Use; failure to pay in excess of 60 days; and in the case of insolvency or bankruptcy. Rev. 08/2021 TERMS OF USE CL The Galaxy Digital Platform will be accessed in accordance with the Service Agreement attached as addendum A and Conditions raining and Support and Data Import Support to the CLIENT as is Insofar as GALAXY fails to meet any contractual agreements set forth in this agreement it shall be deemed in Default and will be required to provide proof of remedy to CLIENT within 10 business days. If GALAXY remains in default or enters default on separate occasions to the level that is commercially unacceptable, then upon notice the CLIENT may immediately terminate this agreement. ONBOARDING Onboarding is a process in which the Client prepares their new site according to their organizational needs, with Customer Experience experts will provide the Client with strategic guidance, depending on their use case. It is the goal of Customer Experience that, upon the completion of Onboarding, the Client will feel confident using site features and reporting tools. Generally, Onboarding consists of three main parts: 1. Training 2. Consultative Onboarding Calls 3. Site Preparation WHAT CLIENTS CAN EXPECT FROM GALAXY DIGITAL ONBOARDING A member of the Customer Experience Team will provide the client with access to training and consultative and lay out actions for preparing the site accordingly. The Client is responsible for carrying out site preparation. Customer Experience is available in the event questions arise or assistance is needed. CLIENT ACTIONS The client will prepare the site guided by (1) knowledge acquired in training and (2) site preparation tasks case and software needs. Clients who choose to employ advanced features may spend an additional 10-15 hours preparing their site. Therefore, Customer Experience recommends the Client consider weekly bandwidth and prepare a timeline in accordance with their availability and desired site launch date. Rev. 08/2021 Initial: _________________ I understand that site completion times will depend on my availability and use case, and that I will need to put in time to participate in training and prepare my site. BINDING AGREEMENT Under this Agreement, the parties will be independent contractors, maintaining complete control over their own personnel and operations. Nothing will be deemed to create a partnership or joint venture between the Parties, or to make either the agent or legal representative of the other, or to create any fiduciary or agency relationship between them. This Agreement, its attached addendums "A" & "B", its attached Exhibit(s), if applicable, and any pertinent credit card authorization form, constitute the entire agreement of the parties relating to the subject matter addressed in this Agreement. GALAXY and CLIENT, intending to be legally bound, have caused their proper and duly authorized officers to execute and deliver this Agreement as of the day and first above written. ------------------------------------------------------------------------------------------------------------ Signature Signature Galaxy Digital, LLC CLIENT ------------------------------------------------------------ ------------------------------------------------------------ Date Date