HomeMy WebLinkAbout08/05/2024 09.D. Resolution authorizing an agreement with Timmons Group Geospatial Solutions and Trimble for the purchase of Computerized Maintenance and Asset Management Systems i4
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. 9.D.
For Meeting of: August 5, 2024
ITEM TITLE: Resolution authorizing an agreement with Timmons Group Geospatial
Solutions and Trimble for the purchase of Computerized Maintenance
and Asset Management Systems
SUBMITTED BY: *Kerry Jones, Fleet and Facilities Manager
Scott Schafer, Public Works Director
SUMMARY EXPLANATION:
City Works is an asset management software that we will allow us to keep better track of the city's asset
and resources. This tool will provide real-time data to upper management on all assets and work force
through work order system. Further, the tool will significantly improve inventory control and
accountability for the city's resources. This will be the first such system employed by the City and will
allow for each division access to far superior data by which to manage day to day operations.
ITEM BUDGETED: Yes
STRATEGIC PRIORITY: Investment In Infrastructure
RECOMMENDATION: Adopt Resolution.
ATTACHMENTS:
Resolution
Agreement_COMPLETE_COY_Timmons-CityworksTrimble.pdf
162
RESOLUTION NO. R-2024-
A RESOLUTION authorizing an agreement with Timmons Group Geospatial Solutions and
Trimble for the purchase of Computerized Maintenance and Asset
Management Systems.
WHEREAS, the City of Yakima entered into an Intergovernmental Cooperative
Purchasing Agreement with the City of Everett (hereinafter, Everett) under Resolution No. R-95-
45; and
WHEREAS, Timmons Group Geospatial Solutions (hereinafter, Timmons Group)
participated in the competitive bid process in response to Everett's solicitation #2019-076 by
submitting a proposal, on which Everett awarded Timmons Group the contract; and
WHEREAS, documentation of the competitive bid process for Everett is available and on
file in the Purchasing Division; and
WHEREAS, the City of Yakima desires to take advantage of the favorable bid response
to Everett and purchase off the Everett Contract to procure Computerized Maintenance and Asset
Management Systems which Timmons Group agrees to deliver pursuant to the Everett Contract
and under the terms and conditions as found in Everett's agreement and in the City of Yakima
Professional Service Agreement; and
WHEREAS, the purchase and implementation of the Computerized Maintenance and
Asset Management system would improve visibility, accountability and maintenance for City's
assets and create better financial account for projects and assets; and
WHEREAS, the City Council of the City of Yakima finds that it is in the best interest of the
City to replace current asset software (Cayenta) with improved software from Trimble through
Timmons Group, now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized to purchase and directed to execute the attached
Agreement with Timmons Group for the purchase of Computerized Maintenance and Asset
Management System in accordance with the terms set forth therein.
ADOPTED BY THE CITY COUNCIL this 5th day of August, 2024.
ATTEST: Patricia Byers, Mayor
Rosalinda Ibarra, City Clerk
163
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT, made and entered into on this day of
2024, by and between the City of Yakima, Washington, a municipal corporation with its principal
office at 129 North Second Street. Yakima, WA 98901. ("City"), and Timmons Group, Inc. with
its principal office at 1001 Boulders Parkway, Suite 300, Richmond, VA 23225 ("Service
Provider"): the Service Provider being licensed and registered to do business in the State of
Washington, and will provide services regarding Cityworks AMS Implementation as described in
this Agreement.
WITNESSETH:
RECITALS
WHEREAS, City desires to engage the Service Provider for services as described in this
Agreement;
WHEREAS, Service Provider and the City of Everett. WA are parties to that certain City
of Everett Professional Services Agreement dated on or about December 4, 2020 ("Everett
PSA"):
WHEREAS, the Everett PSA was the result of Service Provider securing the winning bid
pursuant to the City of Everett's Request for Proposal #20019-076 ("Everett REP"). The Everett
RFP allows for cooperative purchasing pursuant to RCW 39.34 et. seq. between public
agencies which have an Intergovernmental Cooperative Purchasing Agreement with the City of
Everett. The City and the City of Everett are parties to an Intergovernmental Cooperative
Purchasing Agreement dated on or about March of 1995. Said agreement is currently active
and in place. Service Provider by submitting and securing the bid on the Everett RFP has
agreed to the cooperative purchasing by the City;
WHERAS. this Agreement is entered into pursuant to the Cooperative Purchasing
Agreement and the City's resulting authority to use the Everett PSA and Everett RFP and the
terms and conditions therein:
WHEREAS, Service Provider represents that it is fully qualified to perform the work to be
performed hereunder in a competent and professional manner; and
NOW. THEREFORE, City and Service Provider agree as follows:
1. Engagement of Service Provider. The City hereby agrees to engage the Service
Provider, and the Service Provider hereby agrees, to perform the work in a competent and
professional manner and provide the services described in the attached "Exhibit A - Statement
of Work". The Statement of Work so identified is hereafter referred to as" Work". Without a
written directive of an authorized representative of the City, the Service Provider shall not
perform any services that are in addition to, or beyond the scope of. the Work. If the Service
Provider's proposal is attached as an exhibit, and if such proposal contains or incorporates any
conditions or terms in addition to or different from the terms of this Agreement, then the Service
Provider expressly agrees that such conditions or terms are neither incorporated nor included
into this Agreement between the City and Service Provider. If. and to the extent. the Work
includes the design of a public work or improvement, in whole or in part, Service Provider's
design shall be reasonably accurate, adequate and suitable for its intended purpose.
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2. Intellectual Property Rights. Reports, drawings, plans, specifications and any other
intangible property created in furtherance of the Work are property of the City for all purposes.
whether the project for which they are made is executed or not, and may be used by the City for
any purpose. Unless otherwise expressly agreed in writing, all intellectual property rights in such
documents or intangible property created pursuant to this Agreement, or for the City, belong to
the City. Service Provider retains any intellectual property rights in documents and intangible
property created by Service Provider prior to engagement, or not created by Service Provider
for its performance of this Agreement.
3. Time of Beginning and Completion of Performance. This Agreement shall commence as
of the date of execution of this Agreement and shall be completed by five years from the date of
execution. Additionally. there are five (5) bilateral Option Terms. Both parties must agree to
extend the contract for the Option Term. The duration of each Option Term is one-year.
4. Compensation.
A. The City shall pay the Service Provider only for completed Work and for services
actually rendered which are described herein. Such payment shall be full compensation for
Work performed or services rendered, including, but not limited to, all labor. materials, supplies,
equipment and incidentals necessary to complete the Work.
B. The Service Provider shall be paid such amounts, and in such manner, as described
in Exhibit B.
C. Service Provider may receive payment as reimbursement for Eligible Expenses
actually incurred. "Eligible Expenses" means those types and amounts of expenses either listed
in Exhibit C or such expenses as are approved for reimbursement by the City in writing prior to
the expense being incurred. If Exhibit C is either blank or not attached, expenses may not be
reimbursed unless prior written approval was obtained from the City. An expense shall not be
reimbursed if: (1) the expense is not identified in Exhibit C: (2) the expense exceeds the per
item or cumulative limits for such expense if it is identified in Exhibit C; or (3) the expense was
not approved in writing by an authorized City representative prior to the Service Provider
incurring the expense. If, and to the extent, overnight lodging in western Washington is
authorized. Service Provider is strongly encouraged to lodge within the corporate limits of City.
When authorized. Service Provider will be reimbursed 100% of lodging expense, if lodged within
the corporate limits of the City, but Service Provider will be reimbursed 50% of lodging expense
when lodged outside the corporate limits of the City.
D. Total compensation, including all services and expenses, shall not exceed a
maximum of$163,255.00 Dollars.
E. If Service Provider fails or refuses to correct its work when so directed by the City, the
City may withhold from any payment otherwise due an amount that the City in good faith
believes is equal to the cost to the City of correcting, re-procuring, or remedying any damage
caused by Service Provider' s conduct.
5. Method of Payment.
A. To obtain payment, the Service Provider shall (a) file its request for payment,
accompanied by evidence satisfactory to the City justifying the request for payment: (b) submit a
report of Work accomplished and hours of all tasks completed: (c) to the extent reimbursement
of Eligible Expenses is sought. submit itemization of such expenses and, if requested by the
City, copies of receipts and invoices: and (d) comply with all applicable provisions of this
Agreement. Service Provider shall be paid no more often than once every thirty days.
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B. All requests for payment should be sent to:
City of Yakima — Public Works
Attn: Kerry Jones, Feet and Facilities Manager
2301 Fruitvale Boulevard
Yakima, WA 98902
6. Submission of Reports and Other Documents. The Service Provider shall submit all
reports and other documents as and when specified in Exhibit A. Said information shall be
subject to review by the City, and if found to be unacceptable. Service Provider shall correct and
deliver to the City any deficient Work at Service Provider's expense with all practical dispatch.
Service Provider shall abide by the City' s determinations concerning acceptability of Work.
7. Termination of Contract. City reserves the right to terminate this Agreement at any time by
sending written notice of termination to Service Provider ("Notice"). The Notice shall specify a
termination date ("Termination Date") at least fourteen (14) days after the date the Notice is
issued. The Notice shall be effective ("Notice Date") upon the earlier of either actual receipt by
Service Provider (whether by fax, mail, delivery or other method reasonably calculated to be
received by Service Provider in a reasonably prompt manner) or three calendar days after
issuance of the Notice. Upon the Notice Date. Service Provider shall immediately commence to
end the Work in a reasonable and orderly manner. Unless terminated for Service Provider's
material breach, the Service Provider shall be paid or reimbursed for: (a) all hours worked and
Eligible Expenses incurred up to the Notice Date. less all payments previously made; and (b)
those hours worked and Eligible Expenses incurred after the Notice Date. but prior to the
Termination Date. that were reasonably necessary to terminate the Work in an orderly manner.
Notices under this Section 7 shall be sent by the United States Mail to Service Provider's
address provided herein. postage prepaid. certified or registered mail. return receipt requested,
or by delivery. In addition. Notices may also be sent by any other method reasonably believed to
provide Service Provider actual notice in a timely manner. such as fax. The City does not by this
Section 7 waive, release or forego any legal remedy for any violation. breach or non-
performance of any of the provision of this Agreement. At its sole option. City may deduct from
the final payment due the Service Provider (a) any damages, expenses or costs arising out of
any such violations. breaches. or non-performance and (b) any other backcharges or credits.
8. Changes. The City may. from time to time. unilaterally change the scope of the services of
the Service Provider to be performed hereunder. Such changes, including any increase or
decrease in the scope of work (and resulting increase or decrease in compensation), shall: (a)
be made only in writing and signed by an authorized City representative. (b) be explicitly
identified as an amendment to this Agreement and (c) become a part of this Agreement.
9. Subletting/Assignment of Contracts. Service Provider shall not sublet or assign any of the
Work without the express. prior written consent of the City.
10. Indemnification. Except as otherwise provided in this Section 10, the Service Provider
hereby agrees to defend and indemnify the City from any and all Claims arising out of, in
connection with, or incident to any negligent or intentional acts, errors. omissions, or conduct by
Service Provider (or its employees, agents. representatives or subcontractors/ subconsultants)
relating to this Agreement, whether such Claims sound in contract. tort. or any other legal
theory. The Service Provider is obligated to defend and indemnify the City pursuant to this
Section 10 whether a Claim is asserted directly against the City, or whether it is asserted
indirectly against the City, e.g., a Claim is asserted against someone else who then seeks
contribution or indemnity from the City. The Service Provider's duty to defend and indemnify
pursuant to this Section 10 is not in any way limited to. or by the extent of. insurance obtained
by. obtainable by. or required of the Service Provider. The Service Provider' s obligations under
this Section 10 shall not apply to Claims caused by the sole negligence of the City. If (1) RCW
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4.24.115 applies to a particular Claim, and (2) such Claim is caused by or results from the
concurrent negligence of (a) the Service Provider. its employees. subcontractors/subconsultants
or agents and (b) the City, then the Service Provider's obligations under this Section 10 shall
apply only to the extent allowed by RCW 4.24.115. Solely and expressly for the purpose of its
duties to indemnify and defend the City, the Service Provider specifically waives any immunity it
may have under the State Industrial Insurance Law, Title 51 RCW. The Service Provider
recognizes that this waiver of immunity under Title 51 RCW was specifically entered into
pursuant to the provisions of RCW 4.24.115 and was the subject of mutual negotiation. As used
in this Section 10: (1) "City" includes the City, the City' s officers. employees, agents. and
representatives and (2) "Claims" include, but is not limited to, any and all losses, penalties,
fines. claims. demands. expenses ( including. but not limited to, attorney' s fees and litigation
expenses), suits, judgments. or damages, irrespective of the type of relief sought or demanded,
such as money or injunctive relief, and irrespective of whether the damage alleged is bodily
injury, damage to property, economic loss, general damages, special damages, or punitive
damages. If, and to the extent, Service Provider employs or engages subconsultants or
subcontractors. then Service Provider shall ensure that each such subconsultant and
subcontractor (and subsequent tiers of subconsultants and subcontractors) shall expressly
agree to defend and indemnify the City to the extent and on the same terms and conditions as
the Service Provider pursuant to this Section 10. The provisions of this Section 10 shall survive
the expiration or termination of this Agreement.
11. Insurance. At all times during performance of the Work or obligations under this Agreement.
Service Provider shall secure and maintain in effect insurance to protect the City and the
Service Provider from and against all claims. damages, losses, and expenses arising out of or
resulting from the performance of this Agreement. Service Provider shall provide and maintain
in force insurance in limits no less than those stated below, as applicable. The City reserves the
right to require higher limits should it deem it necessary in the best interest of the public. If
Service Provider carries higher coverage limits than the limits stated below. such higher limits
shall be shown on the Certificate of Insurance and Endorsements and the City shall be named
as an additional insured for such higher limits.
Service Provider shall provide a Certificate of Insurance to the City as evidence of coverage for
each of the policies and outlined herein. A copy of the additional insured endorsement attached
to the policy shall be included with the certificate. The additional insured endorsement shall
name the City as an additional insured. This Certificate of insurance shall be provided to the
City prior to commencement of work. Failure to provide the City with proof of insurance and/or to
maintain such insurance outlined herein shall be a material breach of this agreement and a
basis for termination.
Failure by the City to demand such verification of coverage with these insurance requirements
or failure of the City to identify a deficiency from the insurance documentation provided shall not
be construed as a waiver of Service Provider's obligation to maintain such insurance.
Service Provider's insurance coverage shall be primary insurance with respect to those who are
Additional Insureds under this Agreement. and any insurance. self-insurance or insurance pool
coverage maintained by the City shall be in excess of the Service Provider's insurance and
neither the City nor its insurance providers shall contribute to any settlements, defense costs. or
other payments made by Service Provider's insurance. All additional insured endorsements
required by this Section shall include an explicit waiver of subrogation.
11.1 Commercial General Liability Insurance. Before this Agreement is fully
executed by the parties. Service Provider shall provide the City with a
certificate of insurance as proof of commercial liability insurance and
commercial umbrella liability insurance with a total liability limit of the limits
required in the policy, subject to minimum limits of Two Million Dollars
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($2,000,000.00) per occurrence combined single limit bodily injury and property
damage. and Two Million Dollars ($2,000,000.00) general aggregate. The
certificate shall clearly state who the provider is. the coverage amount, the
policy number, and when the policy and provisions provided are in effect. Said
policy shall be in effect for the duration of this Agreement. The policy shall
name the City and its elected and appointed officials, officers. agents,
employees, and volunteers as additional insureds. The insured shall not
cancel or change the insurance without first giving the City thirty (30) calendar
days prior written notice. The insurance shall be with an insurance company or
companies rated A-VII or higher in Best's Guide and admitted in the State of
Washington.
11.2 Commercial Automobile Liability Insurance.
a. If Service Provider owns any vehicles, before this Agreement is fully
executed by the parties. Service Provider shall provide the City with a
certificate of insurance as proof of commercial automobile liability
insurance and commercial umbrella liability insurance with a total liability
limit of the limits required in the policy. subject to minimum limits of Two
Million Dollars ($2,000.000.00) per occurrence combined single limit bodily
injury and property damage. Automobile liability will apply to Any Auto"
and be shown on the certificate.
b. If Service Provider does not own any vehicles, only "Non-owned and Hired
Automobile Liability" will be required and may be added to the commercial
liability coverage at the same limits as required in that section of this
Agreement, which is Section 11.1 entitled '`Commercial General Liability
Insurance".
c. Under either situation described above in Section 11.2.a and Section
11.2.b. the required certificate of insurance shall clearly state who the
provider is. the coverage amount. the policy number. and when the policy
and provisions provided are in effect. Said policy shall be in effect for the
duration of this Agreement. The policy shall name the City and its elected
and appointed officials, officers, agents, employees, and volunteers as
additional insureds. The insured shall not cancel or change the insurance
without first giving the City thirty (30) calendar days prior written notice.
The insurance shall be with an insurance company or companies rated A-
VII or higher in Best's Guide and admitted in the State of Washington.
11.3 Statutory workers' compensation and employer's liability insurance. As
required by state law.
11.4 Professional Liability Coverage. Before this Agreement is fully executed by
the parties, Service Provider shall provide the City with a certificate of
insurance as proof of professional liability coverage with a total liability limit of
the limits required in the policy, subject to minimum limits of Two Million Dollars
($2.000,000.00) per claim. and Two Million Dollars ($2,000.000.00) aggregate.
The certificate shall clearly state who the provider is, the coverage amount, the
policy number, and when the policy and provisions provided are in effect. Said
policy shall be in effect for the duration of this Contract. The policy shall name
the City and its elected and appointed officials. officers, agents. employees,
and volunteers as additional insureds. The insured shall not cancel or change
the insurance without first giving the City thirty (30) calendar days prior written
notice. The insurance shall be with an insurance company or companies rated
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A-VII or higher in Best's Guide. If the policy is written on a claims made basis
the coverage will continue in force for an additional two years after the
completion of this contract.
Failure of the City to report a claim under such insurance shall not prejudice the rights of the
City. its elected and appointed officials. officers, employees. agents. and representatives there
under. The City and the City's elected and appointed officials. officers. principals. employees.
representatives. and agents shall have no obligation for payment of premiums because of being
named as additional insureds under such insurance. None of the policies issued pursuant to
the requirements contained herein shall be canceled, allowed to expire. or changed in any
manner that affects the rights of the City until thirty (30) days after written notice to the City of
such intended cancellation. expiration or change.
If at any time during the life of the Agreement, or any extension, Service Provider fails to
maintain the required insurance in full force and effect, all work under the Agreement shall be
discontinued immediately. Any failure to maintain the required insurance may be sufficient
cause for the City to terminate the Agreement.
12. Independent Contractor.
A. This Agreement neither constitutes nor creates an employer-employee relationship.
Service Provider must provide services under this Agreement as an independent contractor.
Service Provider must comply with all federal and state laws and regulations applicable to
independent contractors including. but not limited to. the requirements listed in this Section 12.
Service Provider agrees to indemnify and defend the City from and against any claims. valid or
otherwise, made against the City because of these obligations.
B. In addition to the other requirements of this Section 12, if Service Provider is a sole
proprietor. Service Provider agrees that Service Provider is not an employee or worker of the
City under Chapter 51 of the Revised Code of Washington. Industrial Insurance for the service
performed in accordance with this Agreement. by certifying to the following:
(1) Service Provider is free from control or direction over the performance of the
service;
(2) The service performed is outside the usual course of business for the City. or
will not be performed at any place of business of the City, or Service Provider is responsible for
the costs of the principal place of business from which the service is performed:
(3) Service Provider is customarily engaged in an independently established
business of the same nature as the service performed, or has a principal place of business for
the service performed that is eligible for a business deduction for federal income tax purposes:
(4) On the effective date of this Agreement. Service Provider is responsible for
filing a schedule of expenses. for the next applicable filing period. with the internal revenue
service for the type of service performed:
(5) By the effective date of this Agreement or within a reasonable time thereafter,
Service Provider has established an account with the department of revenue and other state
agencies, where required. for the service performed for the payment of all state taxes normally
paid by employers and businesses and has registered for and received a unified business
identifier number from the state of Washington; and
(6) By the effective date of this Agreement. Service Provider is maintaining a
separate set of records that reflect all items of income and expenses of the services performed.
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C. Any and all employees of the Service Provider, while engaged in the performance of
any Work, shall be considered employees of only the Service Provider and not employees of the
City. The Service Provider shall be solely liable for any and all claims that may or might arise
under the Worker's Compensation Act on behalf of said employees or Service Provider, while so
engaged and for any and all claims made by a third party as a consequence of any negligent act
or omission on the part of the Service Provider's employees. while so engaged on any of the
Work
D. Service Provider shall comply with all applicable provisions of the Fair Labor
Standards Act and other legislation affecting its employees and the rules and regulations issued
thereunder insofar as applicable to its employees and shall at all times save the City free, clear
and harmless from all actions, claims. demands and expenses arising out of said act, and rules
and regulations that are or may be promulgated in connection therewith.
E. Service Provider assumes full responsibility for the payment of all payroll taxes, use,
sales, income, or other form of taxes ( such as state and. city business and occupation taxes).
fees, licenses, excises or payments required by any city, federal or state legislation which are
now or may during the term of the Agreement be enacted as to all persons employed by the
Service Provider and as to all duties, activities and requirements by the Service Provider in
performance of the Work and Service Provider shall assume exclusive liability therefore, and
meet all requirements thereunder pursuant to any rules or regulations that are now or may be
promulgated in connection therewith.
13. Employment. The Service Provider warrants that it had not employed or retained any
company or person, other than a bona fide employee working solely for the Service Provider, to
solicit or secure this Agreement and that it has not paid or agreed to pay any company or
person, other than a bona fide employee working solely for the Service Provider, any fee,
commission. percentage. brokerage fee, gifts, or any other consideration, contingent upon or
resulting from the award or making of this Agreement. For breach or violation of this warranty,
the City shall have the right to annul this Agreement without liability or, in its discretion. to
deduct from the Agreement price or consideration or otherwise recover. the full amount of such
fee, commission, percentage, brokerage fee, gift, or contingent fee.
14. Audits and Inspections. At any time during normal business hours and as often as the City
may deem necessary, the Service Provider shall make available to the City for the City's
examination all of the Service Provider' s records and documents with respect to all matters
covered by this Agreement and, furthermore, the Service Provider will permit the City to audit,
examine and make copies, excerpts or transcripts from such records, and to make audits of all
contracts, invoices. materials, payrolls. records of personnel. conditions of employment and
other data relating to all matters covered by this Agreement.
15. City of Yakima Business License. Service Provider agrees to obtain a City of Yakima
business license prior to performing any work pursuant to this Agreement.
16. State of Washington Requirements. Service Provider agrees to register and obtain any
State of Washington business licenses, Department of Revenue account and/or unified
business identifier number as required by RCW 50.04.140 and 51.08.195 prior to performing
any work pursuant to this Agreement.
17. Compliance with Federal, State and Local Laws. Service Provider shall comply with and
obey all federal, state and local laws, regulations, and ordinances applicable to the operation of
its business and to its performance of work hereunder.
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18. Compliance with the Washington State Public Records Act. Service Provider
acknowledges that the City is subject to the Public Records Act, chapter 42.56 RCW (the "Act").
All records owned. used or retained by the City are public records subject to disclosure unless
exempt under the Act, whether or not such records are in the possession or control of the City
or Service Provider. Service Provider shall cooperate with the City so that the City may comply
with all of its obligations under the Act. Within ten (10) days after receipt of notice from the City,
Service Provider shall deliver to the City copies of all records relating to this Agreement or
relating to the Work that the City determines qualify as the City's public records under the Act. If
the City receives a public records request relating to this Agreement or relating to the Work, the
City shall seek to provide notice to Service Provider at least ten (10) days before the City
releases records pursuant to such public records request, but in no event will the City have any
liability to Service Provider for any failure of the City to provide such notice. In addition to its
other indemnification and defense obligations under this Agreement, Service Provider shall
indemnify and defend the City from and against any and all losses, penalties, fines, claims.
demands, expenses (including. but not limited to, attorney' s fees and litigation expenses), suits.
judgments. or damage arising from or relating to any failure of Service Provider to comply with
this Section 18.
19. Compliance with Grant Terms and Conditions. Service Provider shall comply with any
and all conditions, terms and requirements of any federal, state or other grant that wholly or
partially funds Service Provider's work hereunder.
20. Equal Employment Opportunity. Service Provider shall not discriminate against any
employee. applicant for employment, independent Service Provider, or proposed independent
Service Provider. on the basis of race, color, religion. sex, age, disability, marital state, or
national origin.
21. Waiver. Any waiver by the Service Provider or the City or the breach of any provision of this
Agreement by the other party will not operate, or be construed, as a waiver of any subsequent
breach by either party or prevent either party from thereafter enforcing any such provisions.
22. Complete Agreement. This Agreement contains the complete and integrated
understanding and Agreement between the parties and supersedes any understanding,
Agreement or negotiation whether oral or written not set forth herein.
23. Modification of Agreement. This Agreement may be modified as provided in 118, or by a
writing explicitly identified as a modification of this Agreement that is signed by authorized
representatives of the City and the Service Provider.
24. Severability. If any part of this Agreement is found to be in conflict with applicable laws.
such part shall be inoperative, null and void. insofar as it is in conflict with said laws, and the
remainder of the Agreement shall remain in full force and effect.
25. Notices.
A. Notices to the City of Yakima shall be sent to the following address:
City of Yakima — Public Works
Attn: Kerry Jones. Fleet and Facilities Manager
2301 Fruitvale Boulevard
Yakima. WA 98902
City of Yakima — Purchasing
Attn: Susan Knotts, Buyer II
129 N. 2nd Street
Yakima, WA. 98901
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B. Notices to the Service Provider shall be sent to the following address:
Timmons Group, Inc
Attn: Ronald Butcher
1001 Boulders Parkway, Suite 300
Richmond, VA 23225
26. Venue. Venue for any lawsuit arising out of this Agreement shall be in the Superior Court of
Yakima County. Washington.
27. Governing Law. The laws of the State of Washington, without giving effect to principles of
conflict of laws, govern all matters arising out of or relating to this Agreement.
28. Signature. This Agreement may be signed in counterparts. each of which shall be deemed
an original. and all of which. taken together. shall be deemed one and the same document. At
the sole discretion of the City, the City may consent to the Service Provider's signature on this
Agreement or amendment thereof being by email, fax. photocopy, pdf or other electronic
means. in which case such Service Provider signature will be deemed an original signature for
all purposes. The City will be deemed to have given such consent effective upon execution of
this Agreement of amendment thereof by an authorized representative of the City.
29. License and Maintenance Agreement. As part of the Work, the Service Provider is
providing a work order management. inventory control and asset management utilizing
Cityworks AMS application. Attachment A to the Statement of Work is the Software License and
Maintenance Agreement (the "License and Maintenance Agreement") for this application. The
parties to the Attachment A will execute the License and Maintenance Agreement
contemporaneously with the execution of this Agreement. The term of the License and
Maintenance Agreement is as set forth therein and may extend beyond the term of this
Professional Services Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their respective authorized officers or representatives as of the day and year first above written.
CITY OF YAKIMA TIMMONS GROUP, INC.
Printed Name: Printed Name:
Title: City Manager Title: Principal
Date: Date:
Attest
City Clerk
List of Exhibits attached to this contract
Exhibit A — Statement of Work (with Licensee & Maintenance Agreement, Attachment A)
Exhibit B — Compensation
Exhibit C — Eligible Expenses
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STATE OF WASHINGTON
ss.
COUNTY OF YAKIMA
I certify that I know or have satisfactory evidence that is the person who
appeared before me. and said person acknowledged that he signed this instrument, on oath
stated that he was authorized to execute the instrument, and acknowledged it as the CITY
MANAGER of the CITY OF YAKIMA, to be the free and voluntary act of such party for the uses
and purposes mentioned in the instrument.
Dated:
Seal or Stamp
(Signature)
Title
Printed Name
My commission expires:
Page 10
173
STATE OF WASHINGTON
) ss.
COUNTY OF YAKIMA
I certify that I know or have satisfactory evidence that is the
person who appeared before me, and said person acknowledged that he/she signed this
instrument, on oath stated that he/she was authorized to execute the instrument. and
acknowledged it as the of to be the
free and voluntary act of such party for the uses and purposes mentioned in the instrument.
Dated
Seal or Stamp
(Signature)
Title
Printed Name
My commission expires:
Page 11
174
EXHIBIT A
STATEMENT OF WORK
Page 12
175
.�••O.
• • * 1001 Boulders Parkway P 804.200.6500
TIMMONS GROUP Suite 300 F 804.560.1016
GEOSPATIAL SOLUTIONS Richmond, VA 23225 w,nrw.timmonsgis.com
June 5, 2024
Kerry Jones
Fleet & Facilities Manager
Public Works Department
City of Yakima
RE:Cityworks AMS Implementation
Dear Mr. Jones:
The City of Yakima seeks to partner with a qualified firm to implement a Cityworks Asset Management System to improve efficiency and effectiveness in responding to Cityworks PlatinumPartner
citizen requests and completing work orders. •
For more than 20 years. Timmons Group has provided a wide variety of Enterprise esn Partner Network
Asset Management, Computerized Maintenance Management Software (CMMS). IT.
and award-winning GIS services to local government DOTs, utilities, municipal,
federal, and private clients. Our team encompasses Cityworks. the leading GIS- Network Management
Centric CMMS and Enterprise Asset Management System (EAMS) on the market,
which allows for extensive combined capabilities. software tools. and depth of
experience required to form a solid foundation for the success of this project.
Cityworks has been providing GIS-centric solutions for CMMS since 1994.
Our team will provide Yakima an unsurpassed ability to deliver sound solutions to all
phases of your program through:
Key team members dedicated to your project offer an impressive level of professional
experience and knowledge for delivering services to your full range of associated
PcGIS Online
services. Team members have worked together on multiple successful workn °trx'°^
management projects specific to Cityworks AMS and are empowered to do what it
SPEaAuv
takes to make sure your projects are successful for you and your stakeholders.
Familiarity with local regulations, practices, and regional specific requirements. as the
Cityworks implementers of choice. We are a Cityworks Platinum Implementation
Partner and Strategic Development Partner with intimate experience with Cityworks
APIs and experience in leveraging them for custom integrations and mobile
deployments for iOS. Android. Surface. or Windows tablets or smartphones. We
have already integrated several of your desired integrations to Cityworks. including 11 ArcGIS Hub
SCADA, and many others.
• • The leveraging of experience from implementing Cityworks with more than 145 y ArcGIS System Ready
clients that have faced the challenges you currently face. including many in your local esri
area. We were recently awarded our 152nd Cityworks project.
A full understanding of your program requirements and a project team committed to „� h'
El exceeding your highest expectations by developing sound and innovative technical Solutis
reoni Developer
solutions. We will apply our lessons learned on recently completed similar projects to 151.10111e "SOO,.
your full advantage.
A dedicated Client Support Program ensuring our clients are continually capitalizing aw. OHS.
on their investment in Cityworks. s k. a...r
GIS I STRATEGIC PLANNING I DATA MANAGEMENT I WEB AND MOBILE DEVELOPMENT I ASSET MANAGEMENT I STAFF AUGMENTATION
176
Contact
Date
Page 2
A partnership with Timmons Group offers the City a significant number of benefits. From initial system planning
and design activities all the way through implementation and deployment. you will have direct access to industry-
leading engineering. planning, GIS, and information technology professionals CMMS enterprise asset
management services. Timmons Group is confident our team represents the best overall value to the City. If you
have any questions or require any additional information, please contact Lou Garcia at 443.904.3897. as he is
your primary contact and has binding authority. Respectfully yours,
Ronald R. Butcher Jr., MBA Lou Garcia
Principal in Charge Principal & Project Director
ron.butcher(c�timmons.com louis.garcia(a7timmons.com
GIS I STRATEGIC PLANNING I DATA MANAGEMENT I WEB AND MOBILE DEVELOPMENT I ASSET MANAGEMENT I STAFF AUGMENTATION
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Yakima, WA I Asset Management System
Table of Contents
Project Management 1
Project Management Plan (PMP) 1
Project Tracking and Reporting 1
Questions and Issue Tracking 2
Scope Management Plan 2
Schedule Management Plan 3
Risk Management 3
Quality Management 3
Our Approach to Quality Control 3
Acceptance Procedures: 4
Communication Management 4
Organizational Change Management 5
Implementation Methodology 7
Cost 27
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Yakima, WA I Asset Management System
Project Management
Timmons Group specializes in delivering asset management solutions for our clients. We have accumulated
years of experience and lessons-learned that has shaped our project management and implementation approach.
Our project manager will be responsible for:
• Facilitating meetings between the Timmons Group team and the City's project stakeholders
• Preparing for, and conducting. all onsite and online meetings
• Reporting risks and impediments to the team as issues arise and maintaining a risk registry on our web-based
project portal
• Maintaining the project work plan and project schedule
• Managing change
• Monitoring and reporting project performance
Project Management Plan (PMP)
The PMP integrates and consolidates the subsidiary management plans from the planning process, including:
• Scope management plan (including the change management process)
• Schedule management plan
• Cost management plan
• Quality management plan
• Human resource plan
• Communications management plan
• Risk management plan
• Procurement management plan
Project baselines are established for schedule. cost, and scope. These baselines are combined into a
performance measurement baseline against which integrated performance can be measured throughout project
execution. Our Project Manager will develop and deliver a PMP outlining the tasks, schedule.
deliverables/milestones, communication plan and the associated resources (internal/external) necessary for the
project to be successful.
Project Tracking and Reporting
Timmons Group will maintain procedures throughout the project for tracking and reporting progress. We will
establish a dedicated, secure online project portal that provides centralized. on-demand access to project
documents and status. Our approach to project management is very"hands-on" and will support constant
communication to minimize project risk, remove impediments to progress. and to ensure that we are delivering
the best possible solution.
Standard project management documents that will be posted to the project portal include: status reports (MS
Word), current and past versions of the project work plan (MS Project), key project decision log, risk register, and
a task/action item log. At the end of each month we will provide the City with a project status report that
documents the activities performed during the previous month. At a minimum the report shall address the
following:
Status of all tasks
• Planned work to be carried out in the ensuing month
Problems (risks and impediments) encountered
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• Mitigation actions taken to resolve problems
• Key decisions (technical and administrative)
• Open action items
• Schedule update
• Financial update
• Project performance measurements
Questions and Issue Tracking
Timmons Group recognizes that communication between The City and our project team must follow a standard
flow, if the project is to succeed. We will assume the primary role of controlling communication between our
project team members and City employees. Should issues arise during the project. we will log and track issues
and key decisions (administrative and technical), questions, and action items to make certain that the decisions
made during the communications are appropriate and that resolutions are documented. The project tracking log
will be maintained on the project portal.
Scope Management Plan
Understanding that issues will arise during the project that may require changes to the agreed-on scope of work.
a proactive method of identification and management of these issues must be used. Timmons Group uses a
Change Control Process that is illustrated in the following process flow diagram: Final project costs are
established through the development of a detailed Scope of Work—one that establishes what products and
services will be delivered as well as those that will not be provided as part of the established fee. A level of open
and honest communication among stakeholders is required such that system functionality can be balanced with
available funding. and appropriate and reasonable expectations set. Once these elements have been addressed,
cost control becomes a multi-tiered effort involving effective project management, clear communication among
stakeholders (especially the Project Managers), schedule management. and quality control. To protect both
parties. client and consultant, a Change Control Process must be developed and adhered to throughout all
phases of the project.
Any modifications or deviations from the agreed-on Scope of Work, including system functionality, service
delivery, technical documentation, or project schedule or budget will be subject to CHANGE CONTROL
procedures:
Any project team member may initiate a CHANGE
REQUEST whenever there is a perceived need for a
change that will affect the desired or anticipated
outcome of the work or any element of the project. The
project team member should use a CHANGE
CONTROL NOTICE (CCN) form as appropriate for the 1ev e•N Prop,,Propare a immons PM
change: change ♦ - hrnd CCN Updates PMP
1S SD&C
Agreement to a CHANGE REQUEST signifies
agreement to a change in overall costs, functionality.
time scales, or other identified project impact. Update As
Needed Aci
Changes will be identified and communicated by /to D
the respective Project Managers by any of the
prescribed communication channels. CHANGE
REQUESTS may be introduced via verbal ccN'`p
conversation or other form of communication but must Kequtred'
be supported by the appropriate CCN document.
3. CCNs will be signed by both the Timmons Group and
The City Project Managers to indicate acceptance of the changes.
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All project participants should understand that time is of the essence when initiating, reviewing, negotiating, and
approving CHANGE REQUESTS, as any delays to work in progress caused by a CCN may impact the overall
project schedule.
Schedule Management Plan
Timmons Group uses Microsoft Project to track tasks, milestones, and dependencies of our enterprise asset
management projects. The change control process is the same as the process outlined in Scope Management
Plan. The schedule is reviewed at project progress meetings and any changes are agreed on by the project team
(which includes The City stakeholders).
Risk Management
Risk Management is managed via project progress meeting and communicated via a shared document that
identifies the risk, color codes the risk based on several criteria and specifies a mitigation strategy. The Risk
Register is included in the project progress report that will be provided to the project on an agreed-on interval.
Quality Management
Timmons Group uses two strategies to ensure quality and acceptance of our deliverables. The processes are as
follows:
Our Approach to Quality Control
Quality Control on a Timmons Group Cityworks implementation project is on-going throughout the life of the
project. In addition to formal items such as a Project Management Plan, Testing Plan, and an Acceptance Plan
and Acceptance Certification, we employ several quality control measures throughout the life of the project. We
have assigned a Project Director to this project. In this role the Project Director will act as the Senior Technical
Reviewer for all project deliverables. Specific quality control procedures include internal review meeting between
the Project Director and the project team as well as a formal change control process to deal with project changes.
Timmons Group has clear and defined roles for the Quality Control responsibilities of all staff members. Because
all staff levels of the project team are involved in delivering quality service to our clients, each employee is given
the necessary training and orientation to perform a specific task. Prior to being assigned to a specific Quality
Control responsibility. staff members must meet minimum qualifications and must be approved by the Principal in
Charge. Timmons Group has an established program for project Quality Control that is incorporated into our
contract management process. Our primary means of building quality into every phase of each project is using
assigned senior technical reviewers (STR) and periodic QA reviews at the program level. Our reputation is built
on the execution of existing work and products. Timmons Group has an excellent track record of providing high-
quality services to public agencies, as demonstrated by our strong past performance ratings.
The goal of this phase is to develop an initial Project Management Plan (PMP) document, and to accomplish the
initial data gathering prior to the kick-off meeting. This task"primes the pump"for the kick-off and configuration
workshops and ensures there will be IT-related bottlenecks related to hardware or software purchases.
Our team uses a formal Project Management Plan (PMP) process for documenting, tracking and communicating
the key elements of a project, which include: Project scope. schedule, work plan (including staff. stakeholders and
other resources). budget, communication plan, definition of project goals and critical success factors, definition of
team member roles and responsibilities. project assumptions. change management and risk management. The
purpose of the PMP is to ensure that the project objectives are clearly articulated and met, that tasks are
completed on schedule, issues are identified and resolved promptly, and that project status is continuously
communicated to project team members. Our Project Manager will draft a PMP for an initial review by the City's
Project Manager and other staff during the kick-off meeting.
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Acceptance Procedures:
Certain project deliverables and milestones will be subject to a process of review and acceptance. The process
will involve the Project Managers from both The City and Timmons Group signing a User Acceptance document
to indicate that products and services were delivered in accordance with the Project Plan. A fully executed User
Acceptance document shall serve as authorization for Timmons Group to continue to subsequent project tasks.
Failure on The City part to complete milestone acceptance in a timely manner may cause delays in initiation of
subsequent tasks. The process for documentation deliverables is detailed in the following workflow:
' Timmons Group will submit a Preliminary Draft of the project deliverable which will consist of a basic document
template or outline for The City Review.
2. The City will review and provide acceptance of the Preliminary Draft format in 10 days.
3.Timmons Group will deliver the draft deliverable by the scheduled due date.
4.The City will review the deliverable and provide feedback.
5. Timmons Group will deliver the final version for The City formal acceptance.
In some cases. where appropriate, the document deliverable will be updated throughout project and redelivered
prior to Go-Live.
Communication Management
The goals of Timmons Groups communication plan are to ensure that the project objectives are clearly
articulated and met, that tasks are completed on schedule, issues are identified and promptly resolved. and that
project status is continuously communicated to The City core team. The communication plan addresses the
primary aspects of project communication, including:
• What is being communicated
To whom it is to be communicated
How it is to be communicated (e.g.. In-person, email. call)
• When it is to be communicated
Timmons Group will employ a proactive approach to project communication, consisting of the components more
fully defined below, to ensure the proper and efficient use of resources and the timely delivery of products and
services in the framework of the project Scope of Work.
Bi-Weekly Status Call and Minutes —Timmons Group's Project Manager will prepare an agenda for and
conduct a bi-weekly status call related to the specific work-in-progress of the project team. The Project Manager
shall record and report via meeting notes the results and action items required. Bi-Weekly Status Calls can be
regularly scheduled.
Monthly Status Reports—Timmons Group's Project Manager will prepare monthly status reports using the
template presented on the following page. Every other (roughly) bi-weekly status report shall be delivered to the
City core team with each month's invoice. Bi-weekly status reports will also be archived online for additional, on-
demand access. Monthly Status Reports are due in the fourth full week of the month. prior to the bi-weekly status
call.
Ad-Hoc Meetings—As is required throughout the project, additional meetings could be called by either Project
Manager to address personnel. scheduling, technical, or other project issues. These meetings will typically be
held via teleconference. Project team members will participate in these meetings as necessary. The Timmons
Group Project Manager will document the meetings and distribute a summary to all project team members via
email.
The dates for project calls. meeting and reports will also be maintained on the project calendar. which will be
available online for easy. on-demand access.
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Organizational Change Management
In our processes Timmons Group will analyze the existing staff assigned to manage and use our proposed
solution and corresponding workflows and business processes. We use the approach outlined below
• Clearly define the change and align it to business goals.
It might seem obvious, but many organizations miss this first vital step. During the workshops outlined in our
scope of services Timmons Group will lead The City through this part of the change management process. We
will seek to understand your business goals. business rules and merge these into your"to-be"workflows that will
be our guide for the configuration of Cityworks. It's one thing to articulate the change required and entirely another
to conduct a critical review against organizational objectives and performance goals to ensure the change will
carry The City in the right direction strategically, financially. and ethically. This step can also assist The City in
determining the value of the change, which will quantify the effort and inputs that will be invested.
Key Questions:
• What do we need to change?
• Why is this change required?
2. Determine impacts and those affected.
Once we know exactly what The City wishes/needs to achieve and why. we will seek to understand the impacts of
the change at various organizational levels. We will review the effect on each business unit/functional group and
how it cascades through the organizational structure to the individual. This information will start to form the
blueprint for our training plan, so that we can mitigate the impacts of the proposed changes.
Key Questions
(0" • What are the impacts of the change?
rTh • Who will the change affect the most?
• How will the change be received?
3. Develop a communication strategy.
Although all end users should be included in the decisions and design of the proposed changes, the first two
steps will have highlighted those employees that the Cityworks team needs to absolutely communicate the
change to. Timmons Group will communicate the proposed changes via a review of the proposed workflows via a
MS Visio diagram that will be reviewed with the appropriate stakeholders.
Key Questions
Q ? • How will the change be communicated?
• How will feedback be managed?
4. Provide effective training.
With the change message out in the open. it will become important that the Cityworks team communicate to the
end users that they will receive training. structured or informal. to teach the skills and knowledge required to
operate efficiently as the change is rolled out. This will form the basis for the development of our Training Plan.
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n1 •
Key Questions:
`
O What behaviors and skills are required to achieve business results?
n0 • What training delivery methods will be most effective?
r1
5 Implement a support structure.
Providing a support structure is essential to assist employees to adjust to the change emotionally and practically
and to build proficiency of behaviors and technical skills needed to achieve the desired business results. To help
employees adjust to changes in how a role is performed. we recommend that all roles receive representation in
the initial workshops.
Key Questions:
o WM
• Where is support most required?
n�1 • What types of support will be most effective?
6. Measure the change process.
Throughout the change management process, a structure will be put in place to measure the business impact of
the changes and ensure that continued reinforcement opportunities exist to build proficiencies. This will be done
by delivering the existing and proposed workflows and reviewing proposed workflows with stakeholders.
Key Questions:
Q • Did the change assist in achieving business goals?
nn Was the change management process successful?
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Implementation Methodology
This proposal covers the first planned phase of a Trimble Cityworks AMS implementation. The Initial setup as
well as implementing Cityworks AMS with the Equipment Rental department as well as moving key functionality
form Cayenta to Cityworks Storeroom are included.
Task 1: Project Management
Shortly after we receive notice to proceed. we will prepare an initial Project Management Plan (PMP) document
and begin initial data gathering to prepare for the kick-off meeting. We will also hold a webinar meeting with the
City Project Manager and IT/GIS staff to discuss the proposed solutions we will be implementing and their
impacts to your existing computing environment. This "primes the pump" for the kick-off meeting and configuration
workshops and ensures there will be no IT/GIS related bottlenecks related to hardware or software purchases.
Our project manager will employ a variety of controls and management tools designed to successfully complete
this project in a timely manner while keeping the City informed of our progress throughout the project. The scope
of this project will require our team to work with many different City staff members on a number of project tasks.
This task will remain active throughout all phases of the project.
TASK 1:CITY RESPONSIBILITIES:
• City will review the Project Management Plan and ensure it meets requirements (2FTE hours).
• City's project manager can assume a need of 4-8 hours per week during project duration
• Key personnel for each functional group can assume a need for 2 hours for project management plan
review and 2 hours per week during project duration for communication. status meetings, etc.
TASK 1: DELIVERABLES:
• The Timmons Group Project Manager will draft and deliver a Project Management Plan (PMP) for an
initial review by the City's Project Manager and key staff, as deemed appropriate. The draft plan will be
provided in advance of the project kick-off meeting. The project management plan is a dynamic (living)
document that will be managed over the life of the project.
• Monthly Project Status Reports
• A project collaboration portal will be setup for the duration of the project and for support after Go-Live.
TASK 1: ESTIMATED TIMEFRAME:
• Project Management activities will occur throughout the duration of the project
Task 2: Implementation Planning
The goal of this task and its
subtasks is to develop a System
Design and Configuration (SD&C)
Plan that consolidates the PLAN COLLABORATE DELIVER
gathered data with workflows.
data migration requirements.. and
interface requirements that will be (�'�
identified and modeled during a LSOAtti
series of configuration workshops.
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f is P c
Our team will meet with the City's project management team and IT/GIS staff to discuss hardware and
environment requirements for the Cityworks implementation. During this meeting, various system architectures
and minimum requirements will be explored to ensure a stable implementation for the City. The goal is to ensure
hardware is in place and that all related system and security policies are understood prior to initial software
configuration.
The team will document the Core System Design Plan components required to support the Cityworks
implementation. The Core System Design Plan is developed in preparation for configuring and implementing
Cityworks. It will include:
Network Requirements • Hardware Requirements
• Peripheral Requirements • Software Applications
• Internal Security • DMZ
TASK 2.1:CITY RESPONSIBILITIES:
• City project manager assistance in scheduling IT review meeting. (1 FTE hour)
• City Information System stakeholder attendance/participation in meeting. (2 FTE hours each attendee).
TASK 2.1: DELIVERABLES:
• Core System Plan for Hardware, Software. and network configuration
TASK 2.1: ESTIMATED TIMEFRAME:
• IT Review meeting and task deliverable are estimated to take 2-3 weeks to complete depending on City
availability
GIS System Review
Our team will meet with the City's project management team and GIS staff to discuss the Esri GIS requirements
for the Cityworks AMS implementation. During this meeting, minimum GIS requirements will be explored to
ensure a stable implementation for the City. The goal is to ensure the GIS is in place and that all related system
and security policies are understood prior to initial software configuration. In addition, the GIS datamodel will
require review and possible modification by the City. Our team will work with the City to identify any shortcomings
with the existing City GIS data, datamodel and Esri licensing. It will be the responsibility of the City to meet and
address all identified shortcomings or perform any necessary changes.
TASK 2.2:CITY RESPONSIBILITIES:
• City project manager assistance in scheduling GIS review meeting. (1 FTE hour)
• City GIS stakeholder attendance/participation in meeting. (2 FTE hours each attendee).
TASK 2.2: DELIVERABLES:
• Core System Plan for GIS. scope& costs for performing necessary changes. edits, improvements, etc.
TASK 2.2: ESTIMATED TIMEFRAME:
• GIS Review meeting and task deliverable are estimated to take 2-3 weeks to complete depending on
City
Configuration Document Meeting
The team will meet with the City Project Manager and key functional group stakeholders to review the contents of
the Cityworks AMS Configuration Document. The Cityworks AMS Configuration Document is a collection of
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spreadsheets related to information required for population of the Cityworks AMS system. With our team's
assistance, the City will provide data to populate associated configuration spreadsheets prior to the Configuration
Workshops. Any information the City can deliver prior to the workshops will be used by the team to design,
configure and implement the initial Cityworks AMS configuration.
The Cityworks AMS Configuration Document contains eleven main configuration categories. Each is identified
below and will be discussed in detail during the Configuration Document Meeting_
• Domain Security—a security structure and method of organization. The rest of the manual builds on this
section: it should be done first.
• Employee Hierarchy—A list of all employees with login and domain information.
• Work Orders— Lists of all the primary activities each department handles.
• Tasks —Lists of all the tasks associated with the work orders.
• Materials Hierarchy—A list and organizational method for your work order materials.
• Equipment Hierarchy—A list and organizational method for your work order equipment.
• Service Requests— Details about all the service requests or calls that may come in.
• Project Hierarchy— Define any ongoing municipal and capital improvement projects.
• Contractors List—Details about contractors used for work activities.
• Inspections—A list of inspections completed against assets along with the information captured during the
inspection.
• Storeroom Configuration —Details concerning the storeroom names. stock on hand and security (possible
future phase)
Our team's Configuration Manager will work closely with the City Project Manager to ensure that the City
understands the configuration documentation and data to be gathered. Our configuration team will take
information provided by the City along with the Esri geodatabase and configure the Cityworks AMS "sandbox"
installation that will be used during the kick-off meeting and configuration workshops.
TASK 2.3: CITY RESPONSIBILITY:
• • Configuration Document Review Meeting. (2 FTE Hours per participant)
• • Review and provide data. (4-8 FTE Hours Per Functional Group)
TASK 2.3: DELIVERABLES:
• • Configuration document with spreadsheets initially filled out from data supplied by the City.
TASK 2.3: ESTIMATED TIMEFRAME:
• • Configuration Document completion is estimated to take 4-6 weeks to complete
Task 3: Install Cityworks
We will install the core Cityworks AMS software in the City development environment (in the chosen system
architecture). The intent of this installation is to meet the initial Cityworks AMS implementation requirements
which include initial system configuration and configuration customization. We will work directly with the City
Project Manager to verify that all core system components are installed and appropriately configured. Our team
will facilitate Cityworks AMS software installation, set-up. and initial configuration.
The purpose of installing this software at an early stage in the project is two-fold: It establishes the core system
that will later be configured and tested and is the ideal platform for familiarizing City staff with the software as a
sandbox for your use. From experience, we have determined that it is important for potential end-users to see the
software prior to discussions about functional needs so that they have a basic understanding of the software's
capabilities and limitations. This server will be linked with a copy of the City Esri GIS geodatabase. Timmons
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Group will generate an Installation Certification for the City to sign off signifying this installation has occurred and
is functioning in the City development environment.
TASK 3: CITY RESPONSIBILITY
• • Provide a copy of City's Esri geodatabase
• • City's GIS resource (2 FTE hours)
TASK 3: DELIVERABLES:
• • The core Cityworks AMS software installed on the City's development environment
• • Installation Certification
TASK 3:ESTIMATED TIMEFRAME:
• • The initial installation of Cityworks is estimated to require 2-3 weeks once the City's GIS data is
received/ready
Task 4: Project Kick-off Meeting
Project team members and participating City Functional Group staff will participate in a Project Kick-off Meeting to
be held for the purpose of introducing the project participants, to establish the roles and responsibilities of all
Project Participants, validate the City's goals and objectives, establish the lines of communication to be employed
throughout the duration of the project, and to answer any questions City staff may have. The kick-off meeting will
be two hours.
TASK 4:CITY RESPONSIBILITY
• • City project manager assistance in scheduling pre-kick-off& kick-off meeting. (4 FTE hours)
• • City Information System stakeholder attendance/participation in pre-kick-off meeting. (4 FTE hours
each attendee).
• • City key stakeholder attendancelparticipation in kick-off meeting (4 FTE hours each attendee).
TASK 4: DELIVERABLES:
• • Project presentation and meeting minutes.
TASK 4:ESTIMATED TIMEFRAME:
• • Project Kick-off meeting should occur approximately 4 weeks after the project has been initiated
Task 5: Workshops
Our team will conduct a series of workshops. These workshop meetings will focus on the following primary areas:
Asset Management requirements
• Best practices
• Condition scoring
• Criticality
• Asset lifecycle management
• Risk assessment & risk management
• Costs
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1. Gather configuration data and workflows with the
Functional Groups for:
Asset Management Best
• Asset categories Practices and Standards
• Work order and inspection workflows
— Employees
Learning from Other
— Equipment Jurisdictions
— Materials
— Prioritization
— Dispatching Workshops and
Discovery
— Notifications
— Data to be collected
Clients
— Inspection criteria SMEs
• Interfaces/integration plan 1
— Methodology 9
• Reporting
— Data required Cityworks
— Format
— Methodology
These workshops are designed to establish and assess the Business Requirements. User Requirements. and
Functional Requirements that must be considered when developing the Software Design and Configuration Plan
(SD&C) as well as to design the Cityworks configuration and database necessary for implementation.
integrations. and data conversion. It is expected that The City will provide the facilities for the on-site workshops
and coordinate staff attendance for all workshops.
For the first 30 minutes of the workshop Timmons Group will conduct a brief software knowledge transfer session.
The session will give the workshop attendees an opportunity to review and understand the software. potential
impacts and changes in their daily business processes. and the purpose of adopting the new tools. It has been
our experience that successful adoption of Cityworks AMS is supported by continued. repeated exposure of the
software during the workshops and review meetings. It is important that all levels of end-users need
representation in these meetings. When end-users participate from the beginning in the design (configuration) of
the tools they will be expected to use, their acceptance and adoption rates soar. They will understand the
sequencing of the workflows they will be expected to participate in once in production and the tools (Cityworks
AMS) they will be expected to use. This goes a long way in creating the necessary end-user buy-in for the
success of the project.
During the workshops, Timmons Group will analyze the various technological_ operational. and organizational
elements of City business. This will be an essential procedure to ensure the planned Cityworks AMS
implementation and expected system interfaces can deliver the feature-rich data needed to support the numerous
complex operations and maintenance activities undertaken by the various departments. We understand that you
have already documented some of your workflows and that our effort will concentrate around ensuring Cityworks
AMS is used to its full potential and that we consider/review with the City potential workflow edits as well as to
document for the first-time other workflows. to accomplish this.
In support of these efforts. our team will analyze with each Functional Group the following critical elements:
• Business Drivers—The core functions that will benefit from the implementation of the Cityworks AMS solution.
These may include inventory. custom billing, time tracking. engineering planning and design. construction
inspection and administration. operations and maintenance, inspections, regulatory compliance, customer
service, disaster preparedness and emergency response. executive decision processes. etc.
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• Workflows—Current departmental/Functional Group (internal and
external) business processes and workflows that will either contribute
to, or be replaced by, the planned Cityworks implementation. Key Review
workflows that should be analyzed include. but are not limited to, Current
inventory/data capture and maintenance, data distribution, data Practices
and KPIs
consumption. system planning and analysis, customer inquiry.
reporting, etc.
Systems and Applications— Information technology and process
automation tools currently deployed and maintained by the City or
Functional Group should be investigated and analyzed in terms of Propose
their ability to support the increased network traffic, data loads, and Solutions wl
Best Practices
application maintenance requirements introduced by the planned
Cityworks AMS program. Additionally, existing business applications
such as network modeling, mobile computing, customer relationship
management, etc., should be investigated to determine the best
manner by which to integrate with the planned Cityworks system. Accept or
Propose
Data— Existing datasets (spatial and tabular) and reports maintained Alternative
for the purpose of supporting the daily operation and maintenance of Solutions
the departments and their associated processes must be inventoried
and analyzed for the purpose of supporting the development of any
required data conversion/migration/development plans.
• Best Practices —Asset management best practices, as they relate to ///
the Functional Group's current operational mandates, contrasted with Configure
where the various departments fall in the spectrum, should be Workflow
benchmarked to establish the required system implementation path
needed to guide the City to its ultimate Cityworks AMS deployment
and adoption goals and objectives.
These core elements will provide our team and the City with and
understanding of the needs and challenges the departments will face as
they move to implement Cityworks AMS. The initial business process
analysis provides our team with a detailed look into the everyday
processes marshaled by City staff. A primary objective of this task is for
our team to review and understand how the City conducts business and
manages its assets. The goal is to provide knowledge to support and
enable our team to properly address the technological impacts of the Timmons Group City Core Team
system deployment and the City to understand the technological
impacts and the non-technological impacts related to business
processes and workflows.
TASK 5:CITY RESPONSIBILITY
• • City will be responsible for assisting our team's Project Manager with the development of a
comprehensive agenda based on department and key staff. It will also be necessary for the participants
in the workshops to review the SD&C Plan drafts and to provide data and discuss workflows identified in
the workshops (Task 6).
- - City's project manager assistance in scheduling workshops. (4 FTE hours)
• • City key stakeholder for each Functional Group attendance/participation in workshop (4 FTE hours
each attendee).
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TASK 5: DELIVERABLES:
• • Workshop meeting minutes.
TASK 5: ESTIMATED TIMEFRAME:
• • Functional Group workshops will occur immediately following the project kick-off
Interfaces with Other Systems
During the configuration workshops. we will identify the optional task interface requirements between each system
identified in the Discovery meetings for integration with Cityworks AMS. Cityworks AMS is built using open
standards and technology, storing data in an open, published format using standard commercial SQL databases,
such as Microsoft SQL Server. The open standards design of Cityworks AMS is the key to developing interfaces
to your critical business systems, developing custom applications and reports that enhance each individual
system.
Cityworks AMS customers are free to use the Cityworks AMS data structures to build interfaces to other
databases such as Customer Information Systems, Financials Information Systems, Human Resource
Management Systems, fleet management, and related business applications. Several customer sites have even
created their own applications to access their data. Their licensing policy does not prohibit this in any way. This
truly means Cityworks AMS is open.
Access and use of these data in Cityworks AMS is unencumbered for the City's internal usage for the following
uses:
Data conversion and data migration into or out of Cityworks AMS.
Internal application development for add-ons to Cityworks AMS or for an application that is complementary to
Cityworks. if the application is not a reverse engineering of Cityworks AMS
The development and maintenance interface from Cityworks AMS to citizen web pages for information and
service request systems. The licensee has access to the complete documentation of all Cityworks AMS data
structures.
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We have integrated Cityworks AMS enough times to understand that organizations' integration requirements are
unique. To be sure. there are elements that are common to many, such as updates to employee records,
materials inventory, and equipment. Some organizations add additional capabilities such as time entry for payroll,
and work order integration. Some organizations capture customer call information in a separate CIS and have
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new customer requests automatically create either a service request or work order in Cityworks AMS. We have
developed integrations that update Cityworks AMS and the integrated system in near-real-time as business needs
are required. Other integration tasks are better suited for nightly updates.
There are many variations to interface requirements. We recommend that you allow us to help you define your
requirements and understand them in the context of the different integration options available. We will help you
design the most economical integration model that meets your business needs. It is not possible to accurately
estimate the scope of any integration effort until the detailed requirements are understood.
Task 6: System Design and Configuration (SD&C) Plan
Once required information regarding the current work order management. service request. and inspection
processes are collected and organized. our team will analyze and document the status of the primary components
of the business process. Specifically, these components will be analyzed:
• Current IT Systems and Applications—This includes relevant computer, network, and peripheral
infrastructure that the Cityworks system would use. This also includes any existing software applications that
the new system might need information from, or need to provide information to (e.g.. financial. assessment,
codes) and security requirements.
Current Datasets—Focus on data and best practices for Cityworks. Specifically, this would include the work
order. service request. and inspection documentation and data. The Esri geodatabase that will be mapped to
Cityworks we expect limited if any, modification will be necessary.
Current Workflows—Define and model Work orders, Service Requests, Inspections. Interface
Communication, and migration of existing data leveraging Cityworks and our team's best practices.
Required Outputs—The required outputs of the current business process will be reviewed. Outputs can take
many forms. and may include reports, form letters, emails, export files. and receipts.
- Required System Interfaces —The RFP identifies the need for the Cityworks system to interface with Esri
GIS, and possibly various other systems. Our project team has reviewed information and provided details of our
proposed integrations in Task 9.
Following the configuration workshops, our team will develop a report that documents the `as-is' situation and
puts forth the recommended. or"to-be" (future state), workflows of the new Cityworks system. The recommended
changes are to enhance the efficiency of required tasks and follow industry best practices, as well as the
satisfaction of the citizens/businesses being served. The resulting SD&C plan will be the"floor plan" for the
configuration of the Cityworks system.
TASK 6:CITY RESPONSIBILITY
• • Review of draft SD&Cs. (4 - 8 FTE Hours Per Department)
TASK 6: DELIVERABLES:
• • SD&C Plan drafts
TASK 6: ESTIMATED TIMEFRAME:
• • The SDC plan requires— 8-12 weeks to complete.
Task 7: Cityworks AMS Configuration
The goal of this task is to configure Cityworks based on the SD&C Plan and deploy in the City Test environment
for review prior to final implementation. The team will take the information gathered and documented and
configure the Cityworks database. The configuration of Cityworks will be based on the Cityworks Configuration
Document and the SD&C Plan developed from the onsite workshops.
Services for this task will include, but are not limited to:
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• Work order or request types • System Administration
• Work tasks for each work order type • Login. concepts, data model. viewing
• Employees and labor classifications in that department • Print Templates
• Inventory (material) types • Creating and managing call center activities
• Major equipment types • Advanced aspects of call center
• Existing datasets used or slated for use in the work • Creating and managing problem hierarchy
order or request process • General Configuration Issues
Samples of service request and work order printout
forms
TASK 7:CITY RESPONSIBILITY
• City project manager and key stakeholders for each Function Group, Weekly Progress Meetings (1
FTEs Every Week).
TASK 7:DELIVERABLES:
• Updated Cityworks Configuration Document and SD&C Plan.
• Configured software (Cityworks) deployed in City's Test environment
TASK 7: ESTIMATED TIMEFRAME:
• The configuration of Cityworks per the SD&C Plan will require approximately 8-12 weeks
Task 8: Configuration Review Meetings
The team will conduct multiple (see schedule)webinar review workshops of the Cityworks configuration to gather
feedback from the Functional Groups. Review workshops will cover the administrative configuration. system tools
(service requests, work orders. and inspections), data loading/data migration. and interface.
TASK 8:CITY RESPONSIBILITY:
• Configuration Review Meetings. (2 FTE Hours x 21 Functional Group participants)
TASK 8: DELIVERABLES:
• Configuration meeting minutes and updated Cityworks Configuration Document and SD&C Plan.
TASK 8: - ESTIMATED TIMEFRAME:
• The Configuration Review meetings will require approximately 1 day per review
Task 9: Enterprise System Integration
The concept of the enterprise system is to create interface points for systems to share appropriate information
with other systems. Our team has extensive experience configuring software and systems leveraging Cityworks
APIs (e.g.. Service Request. Work Order, Inspections and metrics. Cityworks SDK. and existing interfaces for
numerous customer billing. SCADA. Financial. Fleet Management. Billing. AVL. UDF. leak detection systems).
Timmons Group has developed and uses a Modified Agile methodology to successfully implement many
heterogeneous systems integrations/interfaces. Our methodology is comprised of five (5) primary steps. These
steps are a result of our experience with business systems integration and help to ensure a smooth and reliable
project lifecycle and production outcome.
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The steps include Planning, Build, Training, Production Deployment, and Postproduction System Review. These
steps ensure that we include everyone and every system of record in the development of detailed requirements
for the design of the interface(s). Once the interfaces are developed, a rigorous testing plan will be executed. On
successful completion of this User Acceptance Testing (UAT), the interfaces are ready for deployment. However,
prior to the final production deployment. user training is performed for those impacted directly by the project.
To achieve your goals while keeping integration efforts in reason, Timmons Group uses a Modified Agile
methodology to successfully implement heterogeneous systems integrations/interfaces with Cityworks. We prefer
this methodology because we feel it strikes the appropriate balance between developing an integration that is well
designed. considers the best technology for achieving the implementation and is fair regarding the level of effort
to both our clients and to ourselves. Our methodology is comprised of five (5) primary steps. These steps are a
result of our experience with business systems integration and this methodology helps to ensure a smooth and
reliable project lifecycle and production outcome. The steps include Planning, Build, Training, Production
Deployment, and Postproduction System Review.
• Planning—Our planning is comprised of a workshop(s)where we
engage our clients and iteratively work through the reasons for the
integration, what data needs to flow back and forth (or sometimes in Planning
one direction), and how best from a technical perspective of how to
achieve this integration (developing requirements). We will then
develop to these requirements, use cases/stories, and design the Requirements
necessary workflows that depict the transfer of data between
systems. The workshop will typically result in the need to engage
the target system vendor, either to procure items such as a Build
database design/schema diagram up to and including engaging
their assistance in designing and developing the integration itself.
Some of this vendor interaction may have already been established Use&TAcesti�nce
for items such as CCTV, Pavement Management, etc. via a formal
or informal business relationship with Cityworks. If it has not, our
proposal will reflect the appropriate level of effort required in our
estimation to achieving the necessary planning required to move to � Training
the next step. building the integration.
• Build — In the Build phase of our integration process we will develop
sprints that are approximately one to two weeks in duration that
iteratively reflect the use cases/stories and methodology developed c
during the previous Planning step. During these sprints. our team Production
will develop a potentially deliverable component of the integration. Development
This may be something as basic as moving one data item back and
forth successfully. Working in this accelerated timeframe, the team
will be able to build only the most essential functionality. This
methodology encourages the integration team (including City
stakeholders) to prioritize the most essential features, focus on Post
short-term goals. and gives our clients a tangible, empirically based Production
System Review
view of progress. Because integrations might require multiple
sprints. they build on the previous (incremental), often
replacing/discarding some of the previous work as more is learned
(iterative). During sprint execution the team develops code and automated tests simultaneously using
techniques such as Test-Driven Development (TDD), pair programming and continuous integration. Using an
Agile approach minimizes handoffs and phases as well as testing. Because the testing of the integration is
integrated in our development methodology, we need only provide formal testing regarding an overall system
and integration test in the development environment. Once the interfaces are developed, a testing plan will be
executed. On successful completion of this User Acceptance Testing (UAT), the interfaces are ready for
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deployment. However. prior to the final production deployment. user training is performed for those impacted
directly by the project.
• Training—Our team then works with the appropriate stakeholders to train them at the end-user level and to
train one or more stakeholders in how the integration was developed and the management requirements to
keep the integration working correctly.
• Production Deployment—After the integration has been developed (and tested throughout the development)
we move on to deploying the integration into your production environment.
• Post Production System Review—Once the integration is in production we will work as a team with City
stakeholders to verify that the integration was successful against the requirements defined during the Planning
step. Any identified problems will be addressed and corrected.
The concept of the enterprise system is to create interface points for users to share appropriate information with
other users. without having the overhead of all the software packages for each application. Our team has
extensive experience configuring software and systems leveraging Cityworks APIs that include Service Request.
Work Order, Inspections and Metrics APIs, Cityworks SDK. and existing interfaces for Granite XP and
MicroPaver. A good example is Cityworks iOS-based Cityworks Mobility Application that interfaces with Cityworks
software through the Cityworks Work Order and Service Request APIs.
For this scope of services, Timmons Group will work with the City to develop integrations to:
• Esri GIS
• Cayenta—for Requisitions/PO's of materials only
TASK 9: CITY RESPONSIBILITY:
• Gather information for integration needs requirements (8-16 FTE Hours Per integration).
• Additional meetings as required (approximately 16 FTE Hours Per integration per participant).
TASK 9:CITY DELIVERABLES:
• Configure integration to Esri GIS
• Build integration to Cayenta for Requisitions/PO's of materials
TASK 9:CITY ESTIMATED TIMEFRAME:
• The integration to Cityworks will occur during the configuration task(s)
Attachments Contractor Holiday Relates
Authentication Customer Call In Box Search
Bookmark Employee Inspection Security
Case Asset Entity Labor Cost Service Request
Case Child Object Equipment Material Storeroom
Case Task Comments Equipment Cost Material Cost Tasks
Case Task Results Event Layers Preferences Types
Crew Fee Setup Public Access Work Order
Condition General Reading Work Order Template
Codes GIS Search Recent Activity
The following APIs are available for the Cityworks platform:
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Citizen Engagement • Metrics • Work Order, Extended
Document Management • Service Request
• Inspections • Work Order, Basic
A Software Development Kit(SDK) is also available to download and install. It contains some sample DLLS to
use to make coding easier if developing in .NET. The JSON web services do not support Windows Authentication.
A second site, running Forms Authentication,, can be used for the web services if Windows Authentication also
needs to run for the main server site.
Task 10: Migrate Cityworks Configuration from Development to Production
Our team will work with City IT staff to install and configure the Cityworks AMS software on the production
environment and migrate the Cityworks AMS configuration from the development environment. Our team will work
directly with City's Project Manager to verify that all core system components (servers, City, RDBMS. networking
devices, and supporting software programs) are installed and appropriately configured. Our implementation staff
will facilitate Cityworks AMS software installation, set-up, and configuration.
TASK 10: CITY RESPONSIBILITY:
• Executed agreement for Cityworks Online (CWOL) hosting services for Cityworks AMS installation and
configuration, if CWOL chosen
• City Information Systems resources as required for software installation (approximately 4-8 FTE hours)
TASK 10: DELIVERABLES:
• Cityworks configuration files migrated from the development environment
TASK 10: ESTIMATED TIMEFRAME:
• The installation of Cityworks AMS in City's Test environment will require approximately 1 week
Task 11: Develop Testing and Acceptance Plan
The team will work with the City to develop and administer a Testing and Acceptance Plan that addresses user
Acceptance testing (UAT). Testing and Acceptance Plan objectives will remain consistent with the application
functionality detailed in the System Design and Configuration Plan and Application Design Document (for
enterprise interfaces). The Testing and Acceptance Plan will address. in sufficient detail (as collectively deemed
by the City and the team) the elements required to support City testing of the Cityworks software functionality and
database configuration, security matrix, documentation of application performance issues/errors experienced
during the testing. documentation of the resolutions to noted issues/errors, and certification and acceptance of the
final deliverable database configuration and software functionality.
The test server and final production server environments will be measured against the results of the testing
performed in accordance with this Testing and Acceptance Plan (for UAT only) and is the baseline to which the
scoped projects tasks will adhere. The Testing and Acceptance Plan (UAT only) will be subject to review and
acceptance as to its reasonableness for its intended effort, which is defined herein as the ability to support the
logical and thorough testing of the Cityworks application functionality, platform stability, and database
configurations.
On completion of development of the Testing and Acceptance Plan (UAT only), the Team will submit it to the City
for review and approval. It is important for City staff to review the draft plan for technical accuracy and
completeness. Our configuration team will update the Draft Testing and Acceptance Plan. incorporating City
comments and re-submit it as Final.
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TASK 11: CITY RESPONSIBILITY
• Review and comment on plan. (4-8 FTE Hours Per Functional Group)
• Identify and assign for user Acceptance Testing (UAT)
• Perform UAT
TASK 11: DELIVERABLES:
• Testing and Acceptance Plan drafts and final.
• Addressing functional requirements not met/revealed by UAT that do meet defined functional
requirements
TASK 11: ESTIMATED TIMEFRAME:
• The development of the Testing &Acceptance Plan will require 4-6 weeks
Task 12: Report& Dashboard Development
Over the years our team has developed hundreds of custom reports for our clients. Cityworks has also provided
several standard reports and has a customer driven report data repository on their www.mvcitvworks.con) support
website. During our workshops and review meetings with each Functional Group. we will identify the reports that
are critical to City operations and leverage existing reports when it makes sense or create new reports as
necessary. Additionally. Cityworks AMS contains ad-hoc search and report tools to query Cityworks AMS data.
Nearly every field in Cityworks AMS is searchable. allowing for comprehensive data reporting. Ad-hoc reports can
be sorted and grouped by field into multiple descriptive displays. Ad-hoc results can be exported to Microsoft
Office products (Access. Excel, Word) or other products for further analysis or presentation. Reports can be
shared among enterprise users, departments, and divisions. Cityworks AMS includes search and reporting by
geography which is accessed through the fully integrated GIS interface. Searching by feature, feature type, map
page. tile numbers. or any other data element is readily available as defined in the GIS. Our implementation team
will use a four-step approach to meet City immediate reporting & dashboard needs and ensuring they will be self-
sufficient to create your own reports & dashboards in the future.
1 Catalog Existing Reports —
Our configuration team will �-
work with the City to identify Nrirnher of Spills Cost of Spills Gallons Spilled
and catalog and prioritize all 6,922 S7,650,896.82 ' 71,986,601 ■
reports.
Create Identified Reports &
Dashboards— Our •
implementation team has •
experience creating both •
Crystal and SQL reports and
will develop and modify •
reports as necessary.
Dashboard, Ad-Hoc and
Crystal Server Report
Training —Our
implementation team will train
the designated City report writers on.
— How to best leverage the MyCityworks.com website
— Developing Ad-Hoc reports
— Developing Dashboards
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— The process of developing additional Crystal reports (not Crystal Reports training). This will be as part of the
Cityworks AMS Administrator training.
Report Training Support—Our implementation team will train City staff on creating reports for Cityworks as
well as support hours for creating additional reports after Go-Live.
TASK 12: CITY RESPONSIBILITY:
• City will be responsible for assisting our implementation team with the generation of a comprehensive
catalog of existing reports. (8-16 hours per Functional Group)
• Review of reports & dashboards once designed and configured (2-4 FTE hours per Functional Group)
TASK 12: DELIVERABLES:
• Modification and development of reports & dashboards based on a total budgeted allotment of 10 total
hours.
TASK 12: ESTIMATED TIMEFRAME:
• The development of reports will require approximately 6-8 weeks
Task 13: User Acceptance Testing(UAT)
Prior to Go-live there will be a 30-day acceptance testing period (the acceptance period is flexible based on input
from the City's Project Manager). During this period the City will test the Cityworks AMS implementation and
identify issues and opportunities. The Testing and Acceptance Plan will frame and guide the City through the
testing process.
TASK 13: CITY RESPONSIBILITY:
• City Project Manager will work with staff to implement the Testing and Acceptance Plan (8 FTE hours
per participant).
TASK 13: DELIVERABLES:
• Testing Plan. results, and remediation. Review test results
• Volume/Stress Testing Report
TASK 13: ESTIMATED TIMEFRAME:
• The configuration remediation will require approximately 2-4 weeks
Task 14: Onsite Training
TESTING TRAINING
During each onsite meeting (e.g., kick-off,
workshops, configuration review) our
implementation team will consistently expose City 110e4
tok
staff to Cityworks AMS and basic workflows within &-
'
the software. This incremental training augments Ada
the training performed after final configuration.
Our implementation team. in conjunction with the
City's Project Manager and key stake holders, will Selective Training• •Soup-to-Nuts
devise a TrainingPlans specific toyour User Representatives• •All end-users
P system Acceptance• •System Adoption
environment and data. The approach to
developing this plan is detailed below.
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Our Training Plans are unique to each Cityworks AMS implementation and are designed around each client's
unique configuration. During each onsite meeting (e.g., kick-off, workshops, configuration review) our Team
intentionally exposes City staff to Cityworks and basic workflows within the software. This does not replace but
augments the training performed after final configuration.
Our implementation team, in conjunction with the City's Project Manager and key stake holders. will devise a
Training Plan specific to the City's environment and data. A proactive Training Plan will ensure that City staff are
equipped to undertake the system use and maintenance tasks immediately on receipt of the system.
The Training Plan will include:
• Product training curriculum descriptions
• Listing of instructors
• Training Materials
• Client responsibilities
• Schedule
This Training Plan will be used as a guide—but may be modified when necessary to support the goals and
techniques of your staff resources.
Cityworks training is modular. Students attend those sections that are relevant to the type of work that they are
performing. All courses include relevant materials and sample data. The City will need to identify who will be
trained based on the criteria and needs that will have been identified during the Configuration Workshops.
Training will be developed for the following user types
(along with the Casual User and Report training
identified earlier in the proposal): System
Administrator
• Routine User- Staff who will have the ability to -+�
update a request/work order after the crew has p Heavy User
completed their work
• Heavy User-Staff who will create work orders, ciL/ C stalreato Report 71
schedule work orders. create PM's. maintain the parts,
create reports, and generally will have the ability to Routine User
use the whole system based on their security level
System Administrator-Staff who have full system Ad Hoc Report Creator
access and be responsible for the daily operations
and maintenance of the Cityworks environment
We assume that the City will provide the training facility 0 Casual User .:
including computers and a high-resolution computer
screen projector. Coming into training. the users will need to possess basic functional knowledge of Personal
Computers and Windows. The table below depicts a sample training plan course description:
Training Module Course Description Duration User Group Course
Level Prerequisites
Introduction to Cityworks®Introduction. Course Ongoing Casual Group N/A
Cityworks is designed to give an overview of during Users
Cityworks functionality from an Workshops
end-user's point of view. Users and
will learn basic operations within Configuration
ArcMap, the Cityworks toolbar Reviews
and functions, along with the _
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creation of Service Requests and
Event Layers.
Cityworks Report Cityworks® Reporting with 4 hours each Ad Hoc N/A
Creating and Crystal. Expose students to the class Report
Writing Cityworks Report Engine to Creator and
produce concise summary reports Crystal Report
including Ad Hoc Reports, Writer
Predefined Reports. and Budget
Reports. Cover Crystal Reports
basics; becoming familiar with the
tool bars and basic functionality.
Students will work hands-on to
create basic Crystal reports.
Service Requests Cityworks®Service Requests 4 hours each Routine and Intro to
Creating and processing Service class Heavy Users Cityworks
Requests. Adding labor,
submitting. searching, canceling.
closing, combining. geo-locating
and reports. Associating to
projects and work orders.
Work Orders Cityworks®Work Orders Creating 8 hours each Routine and Intro to
and processing Work Orders and class Heavy Users Cityworks
Tasks. Adding labor. material,
and equipment. Submitting,
searching, canceling. closing.
scheduling, repeating. geo-
locating and reports. Associating
to projects and service requests.
Designer and Cityworks® Designer and System 8 hours each System ArcGIS&
System Administration Covers system class Administrators Intro to
Administration and database administration Cityworks
issues such as software
installation. user accounts.
security, code table creation,
work order and service request
templates and resource (labor,
material, equipment) hierarchies,
table creation. and permits.
Includes a review for GIS
personnel as well: covers items
needed to successfully manage
the setup and maintenance of the
GIS for Cityworks®use.
Ongoing Training Options:
Timmons Group and Cityworks offer the following ongoing training options:
• Cityworks provides standard online training as well as customized training either online or in person. See the
Mycityworks.com website for details
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• Timmons Group can provide any customized training on demand based on a flat rate of$160 per hour and
associated expenses to provide training either on-site, or via web to City staff. This training could be repeats for
previously provided training or the development of and delivery of newly identified training needs
Our implementation team assumes that the City can provide the necessary training facilities to conduct onsite
training. Cityworks training is modular. Students attend those sections that are relevant to the type of work that
they are performing. All courses include relevant materials and sample data. Our implementation team will
provide training based on the requirements set forth in the Training Plan. The City will need to identify who will be
trained based on the criteria and needs that will have been identified by this point.
TASK 14: CITY RESPONSIBILITY:
• Assist in development and review of a Training Plan (4 FTE Hours per reviewer).
• IT Staff& identified Administrator Training (24 FTE hours per participant)
• Attend training (10-12 FTE hours per participant)
TASK 14: DELIVERABLES:
• Training Plan and Training Documentation
• Conduct Administrator Training
• Conduct End-user Training per City
TASK 14: ESTIMATED TIMEFRAME:
• Training will require approximately 2-3 weeks
Task 15: Final Product Configuration
Our implementation team will conduct the final product configuration based on the System Design and
Configuration Plan and Testing and results of the acceptance testing. Our implementation team will provide
documentation for the key aspects of this project and Cityworks components. Proposed documentation is
summarized below:
• Cityworks AMS Configuration Document— Early on, our configuration team with City input, will develop a
Cityworks AMS Configuration document that is maintained through the life of the project.
Project Management Plan —Our Team will develop and maintain a project plan that includes the scope of
project services (and any changes), budget. schedule, risk management and communication approach.
Cityworks AMS Software—Cityworks provides standard documentation for the latest product release.
Separate documentation is provided for system administration and end-users.
SD&C Plan —Timmons Group will provide a copy of the plan resulting from the review. analysis and
documentation of the organization and its current workflows, datasets, IT system and applications, system
interface needs, output requirements, and public access and service request needs.
System Integration and Data Conversion specific documentation.
Training Materials—Timmons Group will provide a copy of the plan and all training documents used during
casual user. routine user, heavy user. ad-hoc reporting, management, and system administrator training.
• Testing and Acceptance Plan —Timmons Group will prepare and deliver a copy of the test plan and test
results report to be used for system certification and acceptance by the City.
TASK 15:CITY RESPONSIBILITY:
• Final review and acceptance of configuration (40 FTE hours)
TIMMONS GROUP 23
GEOSPATIAL SOLUTIONS
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Yakima. WA I Asset Management System
TASK 15:DELIVERABLES:
• All project documentation developed to date.
TASK 15:ESTIMATED TIMEFRAME:
• The final configuration of Cityworks AMS per the SD&C Plan will require approximately 3-6 weeks
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OLD SYSTEM CUT-OVER NEW SYSTEM GO LIVE
Task 16: Go-Live and Project Close Out
Having successfully completed all system upgrades, testing/acceptance procedures, production environment
initialization, and Go-Live preparation tasks specified above, the system is deemed prepared for Go-Live. Once
end-user access has been configured/re-directed to the newly initialized production environment. the system is
deemed to be in "Live" status. City Cityworks AMS users will now be executing work management tasks in a live
configured Cityworks AMS production environment. After 30 consecutive days of initialization of the production
environment. the City will generate a certificate signifying the Cityworks AMS application functionality and
database configuration is operational in a "Live" production capacity. The City's Project Manager will sign said
-Go-live Certificate" and submit it to Timmons Group.
The following will be deliverables of this task:
Go-Live and Stabilization Plan—detailed task plan including a readiness checklist and resource assignments to
support moving the Cityworks AMS software from test to production environments.
Technical Operations manual—detailed task plan including a readiness checklist and resource assignments to
support moving the Cityworks AMS software from test to production environments, including a data load.
conversion plan and a contingency plan if Go-Live should fail.
End-user Manual—online or hard copy documentation that supports City specific use of the software and
provides guidance for maintenance and configuration activities.
TASK 16: CITY RESPONSIBILITY:
• Identify any issues in system and work with configuration team to modify as necessary. (40 FTE hours
per participant)
TASK 16: DELIVERABLES:
• Last minute configuration and document modifications.
• Go-Live & Stabilization Plan
• Technical Operations Manual
• End-user manual
• Configured licensed Cityworks AMS software in Production Use
TIMMONS GROUP 24
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Yakima, WA I Asset Management System
TASK 16: ESTIMATED TIMEFRAME:
• Go-Live and project close-out will require approximately 2-3 weeks
Task 17: Go-Live Support
On-Site Coaching
Our team will provide three days (24 hours) of remote assistance for users in their day-to-day activities with
Cityworks software. Once the software is online, the configuration staff will be onsite to work with users as they
encounter day-to-day transactions to discover and resolve configuration problems. training lapses. or other issues
that are keeping users from getting the most from the software.
TASK 17:CITY RESPONSIBILITY:
• Provide feedback to Timmons Group on-site resources during Go-Live period of desired assistance
TASK 17: DELIVERABLES:
• 24 hours of remote coaching for functional groups
TASK 17: ESTIMATED TIMEFRAME:
• Go-Live assistance is a three consecutive day period
Optional Task: Post Go-Live Support
Ad-Hoc Support(Stabilization Services)
Once the system has been rolled out and is being used, our team could provide a set number of hours of remote
and on-site ad-hoc support to address any configuration, implementation, or software installation matters that may
arise. For example, these might include the redesign of printout forms or changes in the content of the work
management portion of the Cityworks AMS database, additional reports or dashboards or help with system
upgrades with new software versions.
Assumptions
• 10 hours total of report development
• 5 total days of onsite training
• City will review documentation in a timely manner.
• City will receive documentation in digital format.
• City will coordinate attendance of its staff to meetings.
• City will provide data as identified in the Configuration Document and supporting spreadsheets.
• City will provide to Timmons Group an updated geodatabase of all assets covered within the scope of this
project.
• City IT will have a development environment setup for Timmons Group to install Cityworks AMS within
• City will provide an appropriately sized conference or training room for meetings and training.
• Cityworks configuration will be implemented in Timmons Group cloud environment. Key staff will have full
access to this environment for training and review.
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GEOSPATIAL SOLUTIONS 203
Yakima, WA I Asset Management System
• City IT Department will ensure that software. hardware. and network connectivity meet Cityworks AMS
implementation specifications as specified in the Core System Design Plan
• City IT staff will be available to assist our implementation team during Cityworks AMS installation.
• City will designate a report writer(s) who will work with our implementation team to generate the catalogued list
of reports, review reports & dashboards developed by our implementation team. and be trained on ad-hoc and
leveraging Crystal for Cityworks report& dashboard creation (not Crystal Reports training)
City will be prepared to work through the Testing and Acceptance Plan and complete within a 30-day period.
Staff attending training should have basic functional knowledge of computers and the windows operating
system.
• City will work through the project portal to resolve and issues.
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ATTACHMENT A
LICENSE AND MAINTENANCE AGREEMENT
Page 13
205
kf TrimbIe Ctyworks-
AABLE
NY
ORDER FORM
Order Date: Date of the last signature below
Trimble Entity Name("Trimble") Azteca Systems,LLC,a Trimble company
and Address: 11075 South State,Suite 24,Sandy,Utah 84070
Customer Entity Name Yakima,WA
("Customer")and Address: 129 N 2nd St
Yakima,WA 98901
Billing Contact Name and E-Mail Kerry Jones
Address: (509)576-6412
kerry.jones@yakimawa.gov
Initial Term: 07/15/2024-07/14/2027
Validity: This Order Form shall expire on 7/26/2024(the"Validity Date").If this Order Form is not executed by the
Customer by the Validity Date,Trimble reserves the right to not offer the pricing found in the Order Form.
Miscellaneous: Purchase orders issued by Customer are issued for administrative purposes only;terms and conditions
contained in any such purchase order shall be null and void.
Post-Termination Customer Data Access.For 30 days from the expiration or termination of the Agreement,
Trimble will make Customer Data available to Customer upon request for export or download as provided in
the Agreement for the applicable Product. Additional fees may apply.
Licensed Software:
Description Number of Authorized Annual Term Total
Users
Cityworks Online Workgroup Server AMS Standard 25 25 Named Logins Year 1:07/15/2024-07/14/2025 $37,800.00
Named Logins for:
Respond Year 2:07/15/2025-07/14/2026 $42,525.00
Mobile Native Apps(for i0S/Android)
Office(limited use for Admin and Reporting only) Year 3:07/15/2026-07/14/2027 $47,250.00
--Includes the following Add-ons:
Web Hooks
Service Request API
Work Order API-Basic
Use of Cityworks AMS Application Programming
Interfaces(APIs)with commercially available Cityworks-
centric applications that are licensed and maintained by
authorized Cityworks partners
Addendums:
I. Trimble General Transaction Terms(the"General Terms")
2. Supplemental Terms for Software and Subscriptions(the"Software Terms")
3. Supplemental Terms for Support and Maintenance(the"Support Terms")
4. Supplemental Terms for Services(the"Services Terms")
5. Supplemental Terms for Hardware(the"Hardware Terms")
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6. Supplemental Terms for U.S.Public Entities
7. Availability Service Level Agreement; Data Security and Restoration
TERMS AND CONDITIONS
1.Terms and Conditions.All offerings are made available by Trimble subject to the terms and conditions set forth in this Order and the above
referenced Addendums.
2.Annual Renewals;Additional Software Products and Licenses.This Order will automatically renew for subsequent 12 month term(s)
at then-current pricing,unless either party provides the other with notice of cancellation at least 30 days prior to the expiration of the
then-current term.Additional Software Products&Licenses may be added to this Agreement with either an acknowledgement of an
official Cityworks quote signed by Licensee and additional fees,if necessary or applicable being paid,or receipt of Purchase Order from
Licensee in response to an official Cityworks quote and additional fees,if applicable,being paid.
3. Payment Terms.All fees are due net 30 from the date of the Trimble invoice.
• Annual Licensed Software:Trimble will invoice$37,800.00 upon execution of this Order Form and will invoice Year 2 in the amount of
542,525.00 upon 06/15/2025,and Year 3 in the amount of$47,250.00 upon 06/15/2026.
4.Annual Price Increase.At each renewal,Trimble has a right to increase the annual fees by the greater of(a)CPI plus two percent(2%)or(b)eight
percent(8%). "CPI"shall mean for all Urban Consumers,the U.S.City Average,for all items,1982-84=100(the"CPI-U"),as published by the Bureau of
Labor Statistics,U.S.Department of Labor,and shall be for the prior twelve months as of the date the calculation is made.Trimble will use
commercially reasonable efforts to notify Customer of the new pricing no later than sixty(60)days prior to the expiration of the prior term.
5. Electronic Invoices,Customer hereby consents to the receipt of invoices electronically at the indicated e-mail address(es)and accepts such invoices
as if received by mail.Customer's e-mail address may be changed by written notice given by Customer to Trimble at:customer_master@trimble.com.
Customer is responsible for maintaining a current e-mail address and shall under no circumstances be excused from payment of applicable charges by
its failure to access its designated e-mail address.
6. Due Authority. By signing below,the signatory represents that he/she(i)is an authorized representative of Customer and(ii)has the authority to
legally and functionally commit the Customer.
[Signature Page to Follow]
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ACCEPTANCE
Accepted and agreed:
CUSTOMER: TRIMBLE:
DocuSigned by:
Signature: Gc,ory. A4t s
Signature: A70419CA046C
Print Name: Print Name: George Mastakas
Title: Title: Vice President
7/23/2024
Date: Date:
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Addendum#1
Trimble General Transaction Terms
Version 1.1(Lost updated:October 7,2023)
Trimble's provision of Offerings is governed exclusively by these Trimble General Transaction Terms (the"General Terms").The Order,the SOW,
these General Terms, any applicable Supplemental Terms, and all other terms referenced or incorporated therein, collectively constitute the
"Agreement".Any conflict or inconsistency in the Agreement will be resolved in the following order of precedence:(1)the Order,(2)any applicable
Supplemental Terms,(3)these General Terms, (4)the SOW,and(5)the Documentation.
1. Definitions.Capitalized terms have the meaning associated with them in this Section 1 (Definitions)or with the definition provided elsewhere
in the Agreement.
1.1."Affiliate"means an entity that,directly or indirectly,owns or controls,is owned or controlled by or is under common ownership or
control with a party,where"ownership"means the direct or indirect ownership of more than fifty percent(50%)of an entity's
outstanding voting rights or other equivalent voting interests.
1.2."Customer"is the entity or person identified in the Order or SOW.
1.3."Dispute(s)"means any dispute,claim,or controversy arising from or related to the Agreement.
1.4."Documentation"means Trimble's then-current usage guidelines,standard technical documentation,acceptable use policies,support
policies,service level commitments,or other policies referenced in the Agreement.
1.5."Hardware"means hardware products specified in the Order.
1.6."High Risk Activities" means any mission critical,hazardous,strict liability,or other activity(ies)where use or failure of the Offerings
could lead to death, personal injury,or physical or environmental damage.Examples of High Risk Activities include, but are not
limited to:aircraft or other modes of human mass transportation,nuclear or chemical facilities,life support systems,implantable
medical equipment,motor vehicles,autonomous vehicles,air traffic control,emergency services,or weaponry systems.High Risk
Activities do not include utilization of Offerings for administrative purposes, to store configuration data, engineering and/or
configuration tools,or other non-control applications,the failure of which would not result in death,personal injury,or physical
or environmental damage.These non-controlling applications may communicate with the applications that perform the control,
but must not be directly or indirectly responsible for the control function.
1.7."Intellectual Property Rights"means any and all right,title and interest in and to any and all trade secrets,patents,copyrights,service
marks, trademarks, know-how, trade names, rights in trade dress and packaging, moral rights, rights of privacy, publicity,
database rights and similar rights of any type,including any applications,continuations or other registrations with respect to any
of the foregoing,under the laws or regulations of any foreign or domestic governmental,regulatory or judicial authority,and the
right to sue for,settle and release past,present and future infringement of any of the foregoing.
1.8."Law(s)" means all applicable local, state/provincial, federal and international laws, rules, regulations, directives, ordinances and
conventions, including, but not limited to, those related to data privacy and data transfer, international communications and
export of technical or personal data.
1.9."Licensed Software"means the object code form of Trimble's proprietary installed software product for deployment on premises or
on a device,as well as any Documentation,maintenance releases,and features and functionality enhancements,and application
programming interfaces(APIs), in each case as as may be made available pursuant to the Order. For clarity, Licensed Software
excludes firmware.
1.10."Offerings" means Trimble's Hardware, Software, Services, Support, and other Trimble goods or services specified on an Order or
SOW.
1.11."Order"means the quotation,proposal,sales agreement or similar documents provided by Trimble and accepted by Customer.
1.12."Services" means any services described in the Order or a Statement of Work, including, without limitation,training, enablement,
implementation,configuration,hosting,or content provision.
1.13."Software"means the Licensed Software and/or Software-as-a-Service specified on an Order.
1.14."Software-as-a-Service"or"SaaS"means a Trimble proprietary cloud service,as well as any Documentation,features and functionality
enhancements,and application programming interfaces,in each case as may be made available pursuant to the Order.
1.15."Statement of Work"or"SOW" means a statement of work or similar agreement governing the provision of Services.
1.16."Supplemental Terms"are any additional Trimble terms and conditions referenced in the Order as"Supplemental Terms."
1.17."Support"means support and/or maintenance for Software,and as may be further described in the applicable Supplemental Terms,
Documentation,or otherwise as specified by Trimble in writing.
1.18."Trimble" means Trimble Inc.or its Affiliate identified on the Order or SOW,or if none is specified,as set forth in Exhibit A(Trimble
Entities;Governing Law;Exclusive Venue/Jurisdiction)based on the applicable Customer location.
1.19."Trimble IP"means the Offerings,Documentation,and any written and electronic materials,proprietary information,documentation,
code, technology, systems, infrastructure, equipment, and trade secrets developed, provided or used by Trimble or its
subcontractors to produce and provide the Offerings together with all Intellectual Property Rights therein, together with all
modifications, improvements, changes thereto or derivative works thereof, including without limitation: (a) proprietary
electronic architecture and other non-literal elements of the Offerings developed by Trimble, (b) functional and technical
specifications and other technical,training,reference or service information,documentation and manuals and updates thereto,
(c)APIs,customized applications and computer programs,(d)processes,methods,algorithms,ideas,and other"know how,"(e)
data and information provided or sourced by Trimble,(f)Offerings which Customer has the right to use via a subscription,and
(g)network equipment and architecture.
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2. Orders;Validity.An Order is valid for acceptance by Customer within the period indicated in the Order and if no such period is provided,for
thirty(30)calendar days from the issue date.The Agreement is formed by Customer's execution of the Order.Changes to an Order or belated
acceptance by Customer are not valid unless Trimble accepts them In writing, and Trimble's partial or complete delivery against an Order
modified by Customer,or acceptance of payment, shall not be deemed to be an acceptance of the modification. Orders that Customer has
accepted cannot be canceled for any reason without Trimble's prior written consent.
3. Payment Terms;Invoicing
3.1.Fees are as set forth in the Order or SOW.Fees do not include applicable sales taxes,value added taxes,goods and services taxes,
export or import charges,transportation or insurance charges,customs and duty fees,personal property taxes,surcharges and
fees,or similar charges,all of which are Customer's responsibility to pay.Unless Customer provides Trimble with direct payment
authority or a valid exemption certificate for the appropriate jurisdiction,Customer will pay Trimble all such taxes,charges,and
fees invoiced by Trimble in connection with the Offerings. Customer will pay any foreign exchange transaction fees and any
foreign exchange profits or losses incurred on such transactions.
3.2.Trimble will issue invoices in accordance with the billing frequency stated in the Order or SOW.Customer consents to the receipt of
invoices electronically at the email address(es)it provided to Trimble for billing purposes,and accepts such invoices as if received
by mail.Customer is responsible for maintaining current email address(es)with Trimble. Trimble's transmission of an invoice to
the provided billing email address(es)(regardless of whether actually received by Customer)shall be considered delivery of that
invoice by Trimble.Trimble's failure to issue an invoice in accordance with this Section 3(Payment Terms;Invoicing)shall not be
deemed to be a waiver by Trimble of its right to receive payment pursuant to the Agreement,but Customer shall not be obligated
to make such payment until an invoice for such payment is issued by Trimble to Customer.
3.3.Unless otherwise set forth in the Order or SOW,payments are due net 30 days from the date of invoice. Customer will make payment
in the currency indicated on the Order or SOW. Trimble is entitled to offset payments against prior debt balances in Customer's
account.Subject to any Laws to the contrary or as otherwise expressly stated in the Agreement,payments are not refundable.
No credit,carryover,or refund will be given for any unused Offerings(e.g.,services hours,data usage)allocated or available for
use during an indicated period of time.
3.4.Delinquent payments not subject to a bona fide dispute will bear interest at the lesser of 1.5% per month or the maximum rate
permitted by applicable Law.If Customer does not object in writing to an invoiced amount by the invoice due date,Customer will
be deemed to have acknowledged the correctness of that invoice and to have waived its right to dispute that invoice.A dispute
as to a portion of any invoice or amount owed will give Customer the right to withhold or delay payment of the disputed portion
only.Customer will be liable for all costs of collection of past due amounts(including attorneys'fees).
3.5.Trimble may suspend Customer's access to or Trimble's provision of Offerings,as applicable,on five(5)business days prior notice if
Customer fails to timely pay any invoice not subject to a bona fide payment dispute or fails to use diligent good faith efforts to
resolve a bona fide payment dispute(unless cured during the notice period).
3.6.For any breach of Customer's payment obligations under any Order(s), Trimble may, without limiting Trimble's other rights and
remedies,declare Customer's unbilled future fees under any and all Orders immediately due and payable.
3.7.Trimble has the continuing right to review Customer's credit and,if reasonably determined necessary by Trimble,change Customer's
payment terms,and may at any time demand advance payment,satisfactory security(such as,but not limited to,a confirmed,
irrevocable letter of credit acceptable to Trimble),or a guarantee of prompt payment prior to shipment or service activation.
3.8.Offerings purchased or licensed under Trimble's United States General Services Administration("GSA")Schedules are subject to all of
the pricing and other terms and conditions described in the applicable GSA Schedule.
4.Term and Termination
4.1.Term.The term and any renewals thereof applicable for an Offering (collectively,the"Term(s)")shall be as set forth in the Order,
SOW,or Supplemental Terms.Different Offerings may have different Terms.
4.2.Termination. Either party may terminate the Agreement if the other party (a) fails to cure a material breach of the Agreement
(including a failure to pay fees),or fails to provide a written plan of cure reasonably acceptable to the non-breaching party,within
thirty(30)days after the non-breaching party's receipt of written notice specifying such breach or failure,(b)becomes designated
by an applicable governmental entity as a business with which a party is prohibited from doing business with (e.g., via
governmental sanctions program),or(c)seeks protection under insolvency or comparable proceeding,or if such proceedings
are instituted against that party and not dismissed within sixty(60)days.
4.3.Survival. These Sections survive expiration or termination of the Agreement: 1 (Definitions), 3 (Payment Terms; Invoicing), 4.3
(Survival),6(Warranty Disclaimers),7(Limitations of Liability),8(Indemnification),9(Confidentiality),11(Personal Information;
Data Protection), 12 (Miscellaneous), any other provisions identified in any applicable Supplemental Terms referencing this
provision,and any other term or provision in the Agreement that applies to events occurring following termination or expiration.
Except where an exclusive remedy is provided,exercising a remedy under the Agreement,including termination,does not limit
other remedies a party may have.
5.Customer Obligations
5.1.High Risk Activities.Customer will not use the Offerings for High Risk Activities.Customer acknowledges that the Offerings are not
intended to meet any legal obligations for High Risk Activities.Trimble and its suppliers specifically disclaim any responsibility
for,and will not be liable in any manner arising from,any use of the Offerings in connection with High Risk Activities.
5.2.Compliance with Laws.Customer shall comply with all Laws in connection with its use or receipt of the Offerings.
5.3.Dependencies and Compatibilities.
(a) Offerings may(i) require certain dependencies,including,without limitation,internet connection,electronic communications,
hardware,data connections,operating systems,third-party products and services,other Trimble products and services,satellite
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signals,etc. (collectively, "Dependencies"), and (ii)allow compatibility and/or interoperability with other products or services
made available by Trimble,Customer,or a third party(collectively,"Compatibilities").
(b) Dependencies and Compatibilities may require payment of a separate fee and are governed by their respective terms of service,
end user license agreement, or other agreement, and not by the Agreement. Unless otherwise expressly agreed upon by the
parties in writing,Customer is responsible for all Dependencies and Compatibilities.Trimble may modify the Offerings from time
to time,and Trimble does not guarantee that the Offerings will continue to operate or be compatible with any Dependencies or
Compatibilities.Trimble makes no warranty or guarantee, and will have no liability or obligations under the Agreement, with
respect to any Dependencies,Compatibilities,or other factors outside of Trimble's control.
(c) Customer represents and warrants that it shall, and shall use best efforts to require any provider of any Dependencies and
Compatibilities to:(i)establish and maintain industry standard technical,organizational,physical,and administrative safeguards
designed to ensure the security and integrity of the Offerings; and (ii) comply with the security controls, configuration
requirements,and access limitations imposed by Trimble,as may be modified by Trimble from time to time.
6.WARRANTY DISCLAIMERS.
THE LIMITED WARRANTY TERMS, IF ANY, EXPRESSLY SET FORTH IN ANY APPLICABLE SUPPLEMENTAL TERMS ARE IN LIEU OF ALL
OBLIGATIONS OR LIABILITIES ON TRIMBLE'S PART ARISING OUT OF, OR IN CONNECTION WITH, THE OFFERINGS, AT ANY TIME EITHER
DURING OR AFTER EXPIRATION OF THE APPLICABLE WARRANTY,AND STATE TRIMBLE'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE
REMEDIES RELATING TO THEM. EXCEPT FOR ANY LIMITED WARRANTY TERMS EXPRESSLY PROVIDED IN ANY APPLICABLE SUPPLEMENTAL
TERMS,THE OFFERINGS ARE PROVIDED"AS-IS"AND WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND,INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
SATISFACTORY QUALITY, TITLE, AND NONINFRINGEMENT. SUPPLEMENTAL TERMS MAY HAVE ADDITIONAL DISCLAIMERS. SOME
JURISDICTIONS DO NOT ALLOW LIMITATIONS ON DURATION OR THE EXCLUSION OF AN IMPLIED WARRANTY, SO THE ABOVE
LIMITATION(S)MAY NOT APPLY OR FULLY APPLY TO CUSTOMER.
7.Limitations of Liability.
7.1.Waiver; Liability Cap.
(a)EXCEPT FOR EXCLUDED CLAIMS,(i)NEITHER PARTY(OR ITS SUPPLIERS)SHALL BE LIABLE FOR DAMAGES FOR LOSS OF PROFIT
OR REVENUE, DATA THAT IS LOST OR CORRUPTED, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, LOSS
OF GOODWILL,OR ANY SPECIAL,INCIDENTAL, RELIANCE, INDIRECT, PUNITIVE,OR CONSEQUENTIAL DAMAGES OF ANY KIND;
AND (ii) EACH PARTY'S (AND EACH OF ITS SUPPLIER'S) ENTIRE LIABILITY FOR ANY AND ALL DAMAGES ARISING OUT OF OR
RELATED TO THE AGREEMENT WILL NOT EXCEED IN AGGREGATE THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO TRIMBLE
DURING THE PRIOR 12 MONTHS UNDER THE AGREEMENT FOR THE APPLICABLE OFFERING(S)GIVING RISE TO THE LIABILITY.
(b)"EXCLUDED CLAIMS" MEANS(I)CUSTOMER'S PAYMENT OBLIGATIONS UNDER THE AGREEMENT,(ii) DAMAGES PAYABLE
TO A THIRD PARTY (I.E., NOT AN INDEMNIFIED PARTY) EITHER AWARDED BY A COURT OF COMPETENT JURISDICTION OR
INCLUDED IN A SETTLEMENT AGREED TO BY THE INDEMNIFYING PARTY, WHICH DAMAGES ARE SUBJECT TO A PARTY'S
INDEMNIFICATION OBLIGATIONS IN SECTION 8 (INDEMNIFICATION), AND (iii) ANY ADDITIONAL "EXCLUDED CLAIMS"
EXPRESSLY IDENTIFIED IN ANY APPLICABLE SUPPLEMENTAL TERMS.
(C)THE ABOVE LIMITATIONS OF LIABILITY WILL APPLY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF
SUCH DAMAGES COULD HAVE BEEN FORESEEN OR IF A PARTY HAS BEEN APPRAISED OF THE POSSIBILITY OF SUCH DAMAGES,
AND REGARDLESS OF WHETHER SUCH DAMAGES ARE ARISING IN BREACH OF ANY ONE OR MORE WARRANTIES, NON-
CONFORMITY, IN CONTRACT,TORT,NEGLIGENCE,STRICT LIABILITY,BREACH OF ANY STATUTORY DUTY,OR OTHERWISE.
(D) SOME JURISDICTIONS DO NOT ALLOW A LIMITATION OF LIABILITY FOR DEATH, PERSONAL INJURY, FRAUDULENT
MISREPRESENTATIONS,CERTAIN INTENTIONAL OR NEGLIGENT ACTS,VIOLATION OF SPECIFIC STATUTES,OR THE LIMITATION
OF INCIDENTAL OR CONSEQUENTIAL DAMAGES.IN SUCH AN EVENT,THE FOREGOING LIMITATION(S)WILL NOT APPLY TO THE
EXTENT PROHIBITED BY LAW.
7.2.Nature of Claims and Failure of Essential Purpose.The waivers and limitations in this Section 7(Limitations of Liability)are agreed-
upon allocations of risk constituting in part the consideration for Trimble's performance under the Agreement,and will survive
and apply even if any limited remedy in the Agreement fails of its essential purpose.
8.Indemniflcation.Customer will defend,indemnify,and hold harmless Trimble from and against any and all third-party claims,costs,damages,
losses,liabilities and expenses(including reasonable attorneys'fees and costs)arising out of or in connection with(a)use or modification
of any Offerings in breach of the Agreement,or in any manner not authorized by the Agreement or(b)Customer's violation of Laws or the
rights of a third party. Trimble will give Customer prompt written notice of any claim hereunder and will cooperate in relation to the claim
at Customer's expense.Customer will have the exclusive right to control and settle any claim,except that Customer may not settle a claim
without Trimble's prior written consent(not to be unreasonably withheld)if the settlement requires Trimble to admit any liability or take
any action or refrain from taking any action(other than ceasing use of infringing materials).Trimble may participate in the defense of any
claim at its expense.
9.Confidentiality.
9.1.Definition. "Confidential Information" means information disclosed to the receiving party under the Agreement that is designated
by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential
due to its nature and the circumstances of its disclosure. Trimble's Confidential Information includes, without limitation, the
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terms and conditions of the Agreement, and any technical or performance information about the Offerings, including the
Documentation.
9.2.Obligations.As a receiving party,each party(a)will protect the confidentiality of the disclosing party's Confidential Information using
the same degree of care it uses for its own information of like importance(but not less than reasonable care),(b)will not share
the disclosing party's Confidential Information with third parties except as permitted in the Agreement or with the disclosing
party's prior written or electronic consent,and(c)will only use Confidential Information to fulfill its obligations and exercise its
rights in the Agreement. The receiving party may disclose Confidential Information to its employees, agents, Affiliates,
contractors,and other representatives(collectively,"Representatives")having a legitimate need to know(including,for Trimble,
its subcontractors), provided (i) the Representatives are subject to confidentiality obligations no less protective than those in
this Section 9(Confidentiality),and(ii)the receiving party is responsible for any breach of this Section 9(Confidentiality)by the
acts or omissions of its Representatives.
9.3.Exclusions. These confidentiality obligations do not apply to information that the receiving party can document (a) is or becomes
public knowledge through no fault of the receiving party or its Representatives, (b) it rightfully knew or possessed on a non-
confidential basis prior to receipt under the Agreement, (c) it rightfully received from a third party without obligation of
confidentiality, or(d) it independently developed without using the disclosing party's Confidential Information. Supplemental
Terms may have additional exclusions.
9.4.Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which remedies at law (e.g.,
monetary damages)alone are an insufficient remedy.In the event of such actual or threatened breach by a party,the other party
may seek injunctive relief,in addition to other available rights and remedies,for breach or threatened breach of this Section 9
(Confidentiality),without proof of actual damages or the requirement of posting a bond or other security.
9.5.Required Disclosures.Nothing in the Agreement prohibits either party from making disclosures if required by Law or government or
court order,provided(if permitted by Law)it notifies the other party in advance and reasonably cooperates in any effort by the
other party to obtain confidential treatment.
10.Intellectual Property Rights.
10.1.Trimble IP.As between the parties,except for any limited usage rights set forth in any Supplemental Terms,Trimble and its suppliers
have and will retain all Intellectual Property Rights in and to Trimble IP and all copies,modifications,and derivative works thereof.
No Intellectual Property Rights are granted by Trimble to Customer except as expressly provided under the Agreement.
10.2.Feedback. Customer may from time to time provide suggestions, comments,or other feedback (collective, "Feedback")to Trimble
with respect to the Offerings. Both parties agree that all Feedback is and will be given entirely voluntarily, and shall not be
considered Confidential Information of Customer.Customer shall not provide any Feedback that is subject to license terms that
seek to require any of Customer's products,technology,service,or documentation incorporating or derived from such Feedback,
or any of Customer's intellectual property to be licensed or otherwise shared with any third party. Customer hereby grants to
Trimble and its Affiliates a nonexclusive,worldwide,perpetual,irrevocable,transferable,sublicensable,royalty-free,fully paid up
license to use and otherwise exploit the Feedback.
11.Personal Information;Data Protection.
11.1.This Section 11(Personal Information; Data Protection)applies if Customer is a legal person(i.e.,a business or legal entity).All Laws
relating to the protection of privacy and data protection are referred to as"Data Protection Legislation"."Personal Information"
is defined as in the Applicable Data Protection Legislation,or if no definition is provided,any personally identifiable information
which is either (a) provided by Customer or on its behalf, or (b) automatically collected through the Offering on Customer's
behalf."Applicable",in this context,means the Data Protection Legislation applicable to Customer at Customer's principal place
of business or to Trimble at Trimble's principal place of business,and such Laws that the parties mutually agree apply.
11.2.Each party will comply with all Applicable requirements of the Data Protection Legislation.This Section 11(Personal Information;Data
Protection) is in addition to, and does not relieve, remove or replace,a party's obligations or rights under the applicable Data
Protection Legislation.
11.3.The parties acknowledge that:(a)when performing its obligations under the Agreement,Trimble processes Personal Information on
Customer's behalf, except for user registration and software licensing and usage data, for which Trimble acts as responsible
party, and (b) the Personal Information may be transferred or stored, and/or accessed from outside of the country where
Customer's principal place of business is located in order to provide the Software and Trimble's other obligations under the
Agreement.
11.4.Customer will ensure that it has all necessary appropriate consents and notices in place to enable(a)lawful transfer of the Personal
Information to Trimble for the duration and purposes of the Agreement and(b)Trimble to lawfully use,process and transfer the
Personal Information in accordance with the Agreement,including on Customer's behalf.
11.5.If the processing of Personal Information by Trimble is subject to the General Data Protection Regulation((EU)2016/679)or the Data
Protection Act 2018 of the United Kingdom,then, in addition, at the written request of Customer,the parties will execute an
applicable data processing addendum, available at https://www.trimble.com/privacy/DPA-TI-EuroSubs (or any successor url).
Transfers of Personal Information from Trimble entities located in Europe,acting as data exporter,to Trimble entities in the USA,
acting as data importer,are governed,for the benefit of Customer, by the Standard Contractual Clauses available at the same
url or upon written request to Trimble.
11.6.If the processing of Personal Information by Trimble is subject to US data protection laws, rules or regulations, then the US Data
Processing Addendum for Customer Personal Information (available at https://dl.trimble.com/www/us dpa customer.pdf or
any successor url)is herein incorporated by reference.
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12.Miscellaneous.
12.1.Assignment.Trimble may assign the Agreement upon notice to Customer.Customer may not assign or transfer the Agreement(by
operation of law or otherwise) without the prior written consent of Trimble. Any non-permitted assignment is void. The
Agreement will bind and inure to the benefit of each party's permitted successors and assigns.
12.2.Amendments.Trimble may amend the Agreement from time to time with written notice to Customer.Such amendments shall take
effect upon the next renewal, if any,of the Agreement, unless Trimble indicates an earlier effective date. If Trimble requires
amendments with an earlier effective date and Customer objects in writing,then Trimble may permit such amendments to take
effect upon the next renewal;provided, however,if Trimble declines to permit such later effective date, Customer's exclusive
remedy is to terminate the Agreement with notice to Trimble, in which case Trimble will provide Customer a refund of any
applicable pre-paid fees for the terminated portion of the current Term.To exercise this termination right,Customer must notify
Trimble of its objections within thirty(30)days after Trimble's notice of the amended Agreement.Once the amended Agreement
takes effect,Customer's continued use of the Offerings constitutes its acceptance of the modifications. Notwithstanding the
foregoing,Trimble may modify Documentation upon written notice to Customer to reflect new features or changing practices,
provided that the modifications will not materially decrease Trimble's overall obligations with respect to such Offering(s).
12.3.Waiver and Severability. No waiver of any provision or breach of the Agreement(a)will be effective unless made in writing,or(b)
will operate as or be construed to be a continuing waiver of such provision or breach. In the event any portion of the Agreement
is held to be invalid or unenforceable,such portion will be construed as nearly as possible to reflect the original intent of the
parties,or if such construction cannot be made,such provision or portion thereof will be severable from the Agreement,provided
that the invalidity,illegality,or unenforceability in whole or in part of any provision does not affect the validity of other provisions.
12.4.Force Majeure. Neither party will be liable for any default,delay,or non-performance of its obligations under the Agreement(except
for payment obligations) due to causes beyond its reasonable control, including, without limitation, strikes, blockades, war,
terrorism,riot,internet or utility failures,governmental orders or actions,national or regional emergency,pandemics,or natural
disasters,provided that such party promptly notifies the other in writing of such occurrence and uses commercially reasonable
efforts to resume performance of its affected obligations as soon as feasible. Delays or failures that are excused as provided in
this Section 12.4(Force Majeure)will result in automatic extensions of dates for performance for a period of time equal to the
duration of the events excusing such delay or failure.
12.5.Notices. Any notice or other communication given by either party to the other regarding the Agreement will be deemed given and
served when personally delivered or delivered by reputable international courier requiring signature for receipt addressed to the
party at its notice address. Notice will be deemed effective upon delivery or refused delivery attempt.Either party may change
its notice address by written notice to the other. Customer's notice address will be the address appearing on the Order or
SOW. Trimble's notice address will be the applicable address on Exhibit A (Trimble Entities; Governing Law; Exclusive
Venue/Jurisdiction),or if the Trimble entity is not listed there,then on the Order. In addition, any valid notice to Trimble shall
include a required copy to:Trimble Inc.,Attn: General Counsel- Important Legal Notice, 510 De Guigne Drive, Sunnyvale, CA
94085, USA.Trimble may send operational notices to Customer by email or through the Offering,including,without limitation,
modifications of the Agreement or Documentation,suspension,collection,and termination notices related to overdue fees.
12.6.Export Control.Customer acknowledges that the Offerings are subject to export restrictions by the United States government and
import restrictions by certain foreign governments. Customer will not,and will not allow any third party to,remove or export
from the United States or allow the export or re-export of any part of the Offerings or any direct product thereof:(a)into(or to
a national or resident of)any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department's
Table of Denial Orders or U.S.Treasury Department's list of Specially Designated Nationals; (c) to any country to which such
export or re-export is restricted or prohibited,or as to which the United States government or any agency thereof requires an
export license or other governmental approval at the time of export or re-export without first obtaining such license or approval;
or (d) otherwise in violation of any export or import restrictions, Laws of any United States or foreign agency or authority.
Customer warrants that it is not located in,under the control of,or a national or resident of any such prohibited country or on
any such prohibited party list.The Offerings are further restricted from being used for the design or development of nuclear,
chemical,or biological weapons or missile technology,or for terrorist activity,without the prior permission of the United States
government.Customer will defend,indemnify,and hold Trimble harmless against any liability(including attorneys'fees)arising
out of Customer's failure to comply with the terms of this Section.Customer's obligations under this Section 12.6(Export Control)
will survive the termination of the Agreement for any reason whatsoever.
12.7.Anti-Corruption Compliance. Each party,and any third party acting on its behalf,will comply with all applicable United States and
international anti-corruption and anti-bribery laws and regulations, including, without limitation, the U.S. Foreign Corrupt
Practices Act,the U.K.Bribery Act,and others(collectively,"Anti-Corruption Laws"). Each party,and any third party acting on its
behalf,will not directly or indirectly offer, promise,or give any payment or anything of value to a government official,or any
other individual or entity,where the intent is to improperly influence any act or decision of the government official, or other
individual or entity,to obtain or retain business or some other benefit or commercial advantage for either party.Each party,and
any third party acting on its behalf,also will not solicit or accept any sort of payment or anything of value from anyone,where
the intent is to improperly influence any acts of a party or any third party acting on its behalf.
12.8.GSA.Offerings purchased or licensed under Trimble's United States General Services Administration("GSA")Schedules are subject to
all of the pricing and other terms and conditions described in the applicable GSA Schedule.
12.9.Governing Law and Venue.The sole and exclusive governing Law,jurisdiction,and venue for the Agreement and all Disputes shall be:
(1) as set forth in the Order, if any, or (2) otherwise, as set forth on Exhibit A (Trimble Entities; Governing Law; Exclusive
Venue/Jurisdiction),in each case to the exclusion of all others; provided that Trimble may elect to bring action in courts with
jurisdiction for Customer's location.The United Nations Convention on Contracts for the International Sale of Goods and any
conflicts of laws provisions giving rise to a different result do not apply. No Dispute may be brought by either party more than
one(1)year after such Dispute accrued,except that an action for nonpayment may be brought within two(2)years after the due
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date.Each party hereby waives,to the maximum extent permitted by law,any objection,including any objection based on forum
non conveniens,to the bringing of any such proceeding in such jurisdiction.
12.10.WAIVER OF JURY TRIAL—UNITED STATES CLAIMS. FOR ANY CLAIM BROUGHT IN A STATE, FEDERAL,OR OTHER COURT IN ANY
JURISDICTION WITHIN THE UNITED STATES, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW,ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING,CAUSE OF
ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY;PROVIDED,HOWEVER,THAT THIS PROVISION SHALL NOT BE ENFORCED OR ENFORCEABLE TO THE EXTENT A WAIVER
OF THE RIGHT TO A TRIAL BY JURY IS PROHIBITED BY,OR CONTRARY TO,THE PUBLIC POLICY OF THE STATE IN WHICH SUCH
LEGAL ACTION,PROCEEDING,CAUSE OF ACTION,OR COUNTERCLAIM IS FILED.
12.11.Region-Specific Terms.Additional terms and conditions for specified regions are as set forth in Exhibit B(Region-Specific Terms).
12.12.Publicity.Customer agrees that(a)Trimble may issue a press release in the form approved by the parties regarding the parties'entry
into the Agreement,and(b)Trimble may identify Customer(including through use of its name and logo)as Trimble's customer,
including on Trimble's website,and may include Customer in its customer list and marketing materials, but will cease this use
upon Customer's written request.
12.13.Headings; Language.The headings in the Agreement have been inserted for convenience only and shall have no substantive effect.
The language of all parts of the Agreement shall in all cases be considered as a whole, according to its fair meaning, and not
strictly for or against any of the parties.The parties hereby acknowledge and agree that the language of the Agreement shall be
considered jointly drafted.
12.14.Subcontractors.Trimble may use subcontractors in the performance of its obligations under the Agreement,and will be responsible
for the acts and omissions of its subcontractors in their performance of Trimble's obligations in the Agreement.
12.15.No Third-Party Beneficiaries. Except as may be expressly stated in any Supplemental Terms, there are no third-party beneficiaries
under the Agreement.
12.16.Independent Contractors. Each party is an independent contractor of, and is not an employee, agent, fiduciary, or authorized
representative of,the other party.
12.17.Entire Agreement.The Agreement sets forth the entire understanding between the parties in connection with its subject matter,and
supersedes all prior or contemporaneous proposals,communications,agreements, negotiations, and representations,whether
written or oral,regarding the subject matter thereof.Any additional,contrary,and/or pre-printed terms or conditions appearing
on Customer's acceptance,orders,or associated purchase documentation are hereby rejected and will be of no effect.
12.18.Counterparts. The Agreement, or portions thereof, may be executed in several counterparts and, if applicable, by each party on a
separate counterpart,each of which,when so executed and delivered will be an original,but all of which together will constitute
but one and the same instrument. A signature, digital signature, or electronic signature delivered through other means (e.g.,
email)shall have the same force and effect as an original ink signature.
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Exhibit A
Trimble Entities;Governing Law;Exclusive Venue/Jurisdiction
Customer Location* Trimble Entity and Notice Governing Law Exclusive
Address** Venue/Jurisdiction
Trimble Inc. State of Delaware State and Federal Courts
United States 10368 Westmoor Drive located in Wilmington,
Westminster,CO 80021 USA Delaware, USA
Belgium Trimble Belgium BV, Belgium Courts in Brussels,
Geldenaaksebaan 329 3001 Belgium
Leuven,Belgium
Canada Trimble Canada Corporation Province of Ontario,and the Provincial and federal
600-1741 Lower Water Street federal laws of Canada courts located in
Halifax,Nova Scotia B31 0J2, applicable therein Toronto,Ontario
Canada
France Trimble France S.A.S. France Courts in Paris,France
1 quaff Gabriel Peri
94340 Joinville-le-Pont,
France
Any other country or Trimble Europe B.V. The Netherlands Courts of Amsterdam,
geography not Industrieweg 187a, the Netherlands
specified above 5683 CC Best,
The Netherlands
* Customer location is Customer's billing address specified on the Order, or if none, then the address provided by
Customer to Trimble when registering its online account.
**Addresses for Trimble entities not listed shall be as set forth on the Order or SOW. See additional required notice
address for Trimble in Section 12.5(Notices).
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Exhibit B
Region-Specific Terms
Table of Contents
• Australia
• France
• The Netherlands
Australia
For Customer who purchase Offerings in Australia,the following provisions apply:
(a) For the purposes of this section,"Australian Consumer Law"means the Australian Consumer Law set out at Schedule
2 to the Competition and Consumer Act 2010(Cth), as amended from time to time,and "Non-excludable Condition"
means the consumer guarantees, warranties, rights, or remedies under the Australian Consumer Law that cannot be
limited,excluded,restricted,or modified,and to which Customer may be entitled.
(b) To the extent permitted by Law,Trimble's liability in relation to breach of any such Non-excludable Condition shall be
limited,at its option,as follows: (i)in the case of the goods,to repairing or replacing the goods, supplying equivalent
goods,or paying the costs of repairing or replacing the goods or acquiring equivalent goods;and(ii)in the case of the
services,to re-supplying the services or paying the cost of re-supplying the services.
(c) Nothing in the Agreement excludes,restricts or modifies any Non-excludable Condition.
Nothing in the Agreement is intended to derogate from Trimble's obligations under the Privacy Act 1988(Cth)as amended from
time to time.
(e)Where Order(s)are a"Small Business Contract"within the meaning of the Australian Consumer Law:
(i)Trimble shall not accelerate Customer's unbilled future fees under any Order(s);
(ii) Customer's indemnification obligations under the Agreement are reduced to the extent Trimble's acts or
omissions contributed to or caused the claims, costs, damages, losses, liabilities, and expenses suffered by
Customer;
(iii) Trimble's liability in relation to breach of any Non-excludable Condition will be an Excluded Claim;and
(iv) No dispute or legal action arising under the Agreement may be brought by either party more than three years
after such cause of action accrued.
France
Section 3.4 is hereby amended and restated to read as follows:
Section 3.4 Late payments will bear interest at the rate of 1.5%per month or the minimum rate allowed by Law(currently three
(3)times the legal interest rate),whichever is higher, measured from the date on which the sums concerned became due until
the date on which full payment is received.Collection fees of a minimum amount of 40€will be added in accordance with Article
L.441-10.11 of the Commercial Code.Customer will be liable for all other costs of collection of past due amounts(including court
costs and attorney's fees incurred by Trimble). If the Customer does not dispute an invoice amount in writing by the due date of
the invoice,the Customer shall be deemed to have acknowledged the accuracy of such invoice and waived its right to dispute it.
A dispute over part of an invoice or amount due shall entitle the Customer to withhold or delay payment of the disputed part
only.
The following is hereby added as Section 7.1(e):
(e) EACH PARTY HEREBY HAS AN OBLIGATION TO LIMIT THE DAMAGES IT MAY SUFFER IN THE EVENT OF A BREACH OF ITS
OBLIGATIONS BY THE OTHER PARTY.
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The Netherlands
The provisions of Section 4.2 (Termination) are the sole grounds for the termination of the Agreement, and to the extent
permitted by Law,the right of Customer to rescind the Agreement and claim damages on the basis of statutory Law (including
but not limited to sec.6:265 Dutch Civil Code)is excluded.
THE LIMITATION OF LIABILITY IN SECTION 7 FOR A PERIOD OF 12 MONTHS EXPRESSLY INCLUDES ANY OBLIGATION TO PAY
COMPENSATION UNDER A WARRANTY MENTIONED IN THESE TERMS OR RELATED CONTRACTS OR DOCUMENTS AND THE
RESTITUTION OBLIGATIONS(ONDEDAANMAKINGSVERPUCHTINGEN)AND INDEMNIFY FOR DAMAGES.LIABILITY FOR DEATH
OR PERSONAL INJURY SHALL NOT EXCEED EUR 1.250.000.
The applicability of section 6:227b subsection 1 and section 6:227c subsection 1 of the Dutch Civil Code are excluded in any
Agreement between Trimble and any person who is not a consumer.
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Addendum#2
Supplemental Terms for Software and Subscriptions
Version 1.1(Lost Updated:October 7,2023)
1.Definitions.Capitalized terms not defined herein have the meanings given in the General Terms.
1.1. "Active Project"means any Project on which the Software may be used by Customer during any Annual Subscription Term.
1.2."Annual Subscription Term"means each 12-month period of a Subscription Term.
1.3. "Anonymized Data"means any data collected in connection with the Offerings(including Customer Data)that has been aggregated and/or de-
identified in such a manner that neither Customer nor any of its Authorized Users or any other individual can be identified from the data when it is
shared outside of Trimble or its Affiliates.
1.4."Authorized User"means any employee of Customer or third-party user authorized by Customer to access and use the Offerings on Customer's
behalf in accordance with the Agreement,including,without limitation,Section 6.6(Third-Party Access).
1.5."Correction Services"means subscription-based services that provide GNSS position correction data.
1.6. "Concurrent User"means any type of User authorized by Customer to access and use the Offerings on Customer's behalf simultaneously at a
given point in time.
1.7. "Customer Data" means any information,documents, materials,or other data of any type that is input by or on behalf of Customer into the
Offerings or that is created or generated by Customer through Customer's use of the Offerings,including without limitation information or data that
is submitted manually by Authorized Users or through a Third-Party Platform.For clarity,Customer Data expressly excludes Usage Data.
1.8."Customer Group"means Customer's business units,Affiliates,or Joint Ventures,if any,listed in the Order that may authorize Authorized Users
to use the Offerings on behalf of those business units,Affiliates,or Joint Ventures.
1.9. "Gross Annual Revenue" or "GAR" means Customer's (and Customer Group's, if applicable) income and revenue from all sources, before
expenses or taxes, calculated on an annual basis according to generally accepted accounting principles and as reported in company financial
statements.The various equivalent definitions may be used interchangeably.
1.10. "Joint Venture" means a business arrangement in which Customer and one or more other third parties agree to pool their resources to
accomplish a Project or other commercial enterprise.
1.11."License Keys"means electronic passwords,authorization codes,or other enabling mechanisms provided for use with the Offerings.
1.12. "Named User"means any type of Authorized User designated by Customer by name or other identifier to access and use the Offerings on
Customer's behalf.
1.13. "Prohibited Data"means any(a) patient, medical, or other protected health information regulated by the Health Insurance Portability and
Accountability Act(as amended and supplemented)("HIPAA");(b)credit,debit,or other payment card data subject to the Payment Card Industry
Data Security Standards(PCI DSS);(c)information subject to regulation or protection under the Children's Online Privacy Protection Act or Gramm-
Leach Bliley Act,or(d)any other information which is regulated under Laws and is not required for use of the Software for its intended purpose.
1.14."Project"means the initiation,delivery,operations,and maintenance of a construction project.
1.15."Provision Date"means the date on which Trimble first provides access to the Offerings.For an Offering bundle comprised of multiple Software,
the Provision Date will be the date on which the entire Offering bundle becomes fully provisioned.
1.16."Subscription"means access to any Software,Support,Correction Services, content,data,or other information,in each case made available
for the applicable Subscription Term(s).
1.17."Support Terms"means the then-current Supplemental Terms for Support and Maintenance available at
https://www.trimble.com/en/legal/customer-terms or any successor url.
1.18."Third-Party Materials"means any third-party data,content,or proprietary software.Third-Party Materials is not part of Software.
1.19."Project Budget"means the total projected cost allocated to carry out,manage,and complete one or more Active Project(s)over the entire
Subscription Term.The various defined terms are equivalent and may be used interchangeably,including in other defined terms.
1.20."Total Project Value"or"Project Value"means Project Budget divided by the number of Annual Subscription Terms in the Subscription Term
(and not any renewal).The various defined terms are equivalent and may be used interchangeably,including in other defined terms.
1.21."Usage Limitations"means Customer's authorized scope of use for the Offerings as specified in the applicable Order,Supplemental Terms,or
Documentation,which may include any user(e.g., Named User,Concurrent User, etc.), seat,copy,instance,data storage,CPU,computer,field of
use,location,project,or other restrictions.
1.22."Usage Data"means Trimble's technical logs,data,and learnings about Customer's use of the Offerings,excluding Customer Data.
2.Generally
2.1 Offerings.
(a)Subscriptions(other than Licensed Softwarel.Customer may access and use the Subscriptions during the Subscription Term only for its internal
business purposes in accordance with the Documentation, Usage Limitations, and the Agreement. Unless otherwise specified by Trimble, any
Licensed Software provided with a Subscription is subject to the terms applicable to Licensed Software under the Agreement.
(b) Licensed Software.Trimble hereby grants Customer a non-transferable,non-sublicensable, non-exclusive license,during Term,to install,copy,
and use the Licensed Software on systems or devices under Customer's control only for its internal business purposes in accordance with the
Documentation, Usage Limitations,and the Agreement. Licensed Software is licensed, not sold.Any Licensed Software deployed through hosting
services delivered by Trimble are subject to the terms and conditions applicable to Licensed Software.
2.2 Authorized Users.Only Authorized Users may access or use the Offerings.User IDs are granted to individual,named persons,and each Authorized
User will keep login credentials confidential and not share them with anyone else.Customer is responsible for its Authorized Users'compliance with
the Agreement and actions taken through their accounts. In the event an Authorized User is no longer authorized to use an Offering on Customer's
behalf, Customer will promptly de-activate such Authorized User's access. Unless expressly permitted in the Order, Supplemental Terms, or
Documentation, Customer may not transfer Authorized User status from one individual to another. Customer will promptly notify Trimble if it
becomes aware that any of its Authorized User login credentials have been compromised.
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2.3.Restrictions.Customer will not(and will not permit,encourage,or assist anyone else to)do any of the following:(a)provide access to,distribute,
sell,or sublicense the Offerings to a third party;(b)use the Offerings on behalf of,or to provide any product or service to,third parties;(c)use the
Offerings to develop a similar or competing product or service;(d)reverse engineer,decompile,disassemble,or seek to access the source code or
non-public APIs to any element of the Offerings,except to the extent expressly permitted by Law(and then only after providing prior written notice
to Trimble);(e)modify or create derivative works of the Offerings or copy any element of the Offerings(other than in connection with making copies
of Licensed Software authorized under the Agreement);(f) remove or obscure any proprietary notices in the Offerings;(g) publish benchmarks or
performance information about the Offerings,except to the extent expressly permitted by Law;(h)interfere with the Offerings'operation or its use
by others,circumvent its access restrictions or,without the prior written permission of Trimble,conduct any security or vulnerability test of the
Offerings; (i) transmit any viruses or other harmful materials to the Offerings; (j) submit to the Offerings any information that is inappropriate,
defamatory,obscene,salacious,or unlawful,or use the Offerings to defame,harass,stalk,threaten,or otherwise violate the rights of others;(k)use
the Offerings to advertise,offer to sell or buy goods,or otherwise for business promotional purposes; (I)for Licensed Software, unless expressly
permitted in the Order,Supplemental Terms,or the Documentation,use or host any Licensed Software in a virtual server environment,or(m)for
Corrections Services,re-broadcast the Corrections Services without the prior written consent of Trimble.
2.4 Free Versions;Trials and Betas."Free Versions"means any Offerings made available to Customer for use without a fee."Trials and Betas"means
any Offerings or any features thereof made available on a evaluation or trial basis or as an alpha,beta,or early access offering,in any case free or
otherwise. Unless otherwise set forth in the Documentation or the Agreement, Customer may only use Free Versions in a non-production
environment and for non-commercial purposes, and Trials and Betas may only be used solely for Customer's internal evaluation to determine
whether to purchase a license or subscription to the Offerings.The evaluation term for Trials and Betas shall be 30 days unless otherwise designated
by Trimble in writing. Free Versions and Trials and Betas are optional,and Trimble may cease making available such Offerings at any time for any
reason.Trials and Betas may be inoperable, incomplete,or include features that Trimble may never release,and their features and performance
information are Trimble's Confidential Information.In the event Customer has purchased Services related to any Free Version or Trial and Beta,any
unused Services upon any termination or expiration of the applicable term for the Free Version or Trial and Beta shall be forfeit.Notwithstanding
anything else in the Agreement:(a)Trimble has no obligation to retain Customer Data used with Free Versions and Trials and Betas;(b)Trimble
provides the Free Versions and Trial and Betas"AS-IS" with no warranty, indemnity, service levels, or support;(c)Trimble's liability for Free
Versions and Trials and Betas will not exceed US$50,and(d)either party may terminate access to a Free Version or Trial and Beta,for any reason
or no reason,immediately upon written notice to the other party.
2.5 Educational Versions.For any version of the Offerings designated as"educational,"or a similar term,Customer may use the Offerings solely for
educational purposes- e.g., by an instructor or a student at an educational institution and while engaged in educational work.Such educational
versions may not be used (a) by any other person; (b) by any educational institution for any non-educational purposes; or(c) for any for-profit
purpose,including professional work or training offered for a fee,or by commercial entities.
2.6 Delivery.Offerings and License Keys,if any,will be delivered by electronic means unless otherwise specified on the applicable Order. Delivery is
deemed to occur on the date on which the Offering and License Key,if any,are first made available to Customer.
2.7 Software Activation and Metering;Audits.
(a) Offerings may gather and transmit to Trimble license usage,compliance,and activation data.Customer will not disable,modify,or interfere
with the operation of any such functionality of the Offerings.Trimble may use the foregoing information to validate the authenticity of
Authorized Users,to confirm Customer's compliance with the Agreement,to register the Offerings,to monitor and validate compliance
with Usage Limitations, for license metering,and to protect Trimble against unlicensed or illegal use of the Offerings.
(b) Upon Trimble's written request,Customer shall certify in writing that its use of the Offerings is in full compliance with the Agreement
(including any Usage Limitations).In addition to the other license compliance monitoring rights in the Agreement,Trimble,or its authorized
representative,may,upon prior reasonable notice of at least ten(10)days,inspect and audit Customer's records and use of the Offerings
to confirm Customer's compliance with the Agreement. All such inspections and audits will be conducted during regular business hours
and in a manner that does not unreasonably interfere with Customer's business activities.Customer is responsible for such audit costs only
in the event the audit reveals that the use is not in accordance with the Usage Limitations or other licensed scope of use and for unpaid
fees.Customer shall promptly pay all unpaid fees.
3.Data Usage and Ownership.
3.1 Ownership.Except for Trimble's limited rights set forth in the Agreement,as between the parties,Customer retains all Intellectual Property Rights
in Customer Data.Trimble owns all Intellectual Property Rights in Anonymized Data and Usage Data.
3.2.Limited Usage Rights.Customer hereby grants to Trimble and its Affiliates the non-exclusive,worldwide,irrevocable,royalty-free right:(i)to use
Customer Data during the Term to provide the Offerings,Support,and Services to Customer; (ii)to use and disclose Customer Data as otherwise
permitted pursuant to the Agreement or any written consent or instructions of Customer;and,(iii)subject to Trimble's confidentiality obligations in
Section 9 (Confidentiality) of the General Terms and all applicable Data Protection Legislation, to use Customer Data in perpetuity to develop,
maintain,and improve the products,software,and services of Trimble or its Affiliates,including,without limitation,analytics, model training,and
machine learning.
3.3 Access.Customer will not have access to Customer Data after termination or expiration of the Term,unless otherwise indicated in the Order,
Supplemental Terms,or the Documentation,or the parties agree otherwise in writing.
3.4 Confidentiality.In the event of any conflict between the terms of Section 9(Confidentiality)of the General Terms and this Section 3(Data Usage
and Ownership),the terms of this Section 3(Data Usage and Ownership)will control.
4.Customer Obligations.
4.1 Dependencies and Compatibilities. If Customer enables Dependencies or Compatibilities with an Offering,Trimble may access and exchange
Customer Data with the Dependencies or Compatibilities on Customer's behalf.Trimble will have no liability or obligations under the Agreement with
respect to how any Dependencies or Compatibilities uses or processes Customer Data. If Trimble hosts any Dependency or Compatibilities at
Customer's request,Customer represents and warrants to Trimble that Customer has all rights necessary.Trimble may charge additional fees for
such hosting services.
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4.2 No Prohibited Data.Customer will not use the Offerings with Prohibited Data. Customer acknowledges that the Offerings are not intended to
meet any legal obligations for these uses,including HIPAA requirements,and that Trimble is not a Business Associate as defined under HIPAA.
4.3 Customer Data.Customer is responsible for its Customer Data,including its content,accuracy,and compliance with Laws.Customer represents
and warrants that it has made all disclosures and has all rights,consents,and permissions necessary to use its Customer Data with the Offerings and
grant Trimble the rights in Section 3 (Data Use and Ownership), all without violating or infringing Laws, third-party rights (including intellectual
property,publicity,or privacy rights),or any terms or privacy policies that apply to its Customer Data.If Customer utilizes data fields available in the
Offerings to store data not required for the normal use and operation of the Offerings for their intended purpose,Customer agrees that Trimble is
not responsible for,and will not be liable in any manner for such data,and Customer assumes all risks associated with,and agrees to hold Trimble
harmless from and against any and all claims, losses, damages, liabilities, and expenses(including reasonable attorneys'fees) related to or arising
from,Customer's use of data fields to store such data.
4.4 Excluded Claims. In addition to the Excluded Claims stated Section 7 (Limitation of Liability) in the General Terms, the following shall also be
Excluded Claims for purposes of the Agreement:Section 10(Indemnification)of these Software Terms and any breaches of Sections 2.3(Restrictions)
or Section 4(Customer Obligations)of these Software Terms.
4.5 License Compliance.Customer shall promptly notify Trimble if Customer become aware of(i)any breach of confidentiality obligations regarding
the Offerings,or(ii)any infringement(whether actual or alleged)of Trimble's intellectual property rights in the Offerings,or(iii)any unauthorized
use of the Offerings by any person,and provide reasonable assistance to Trimble in connection with any suit or proceeding relating to such events.
4.6. Usage Limitations. Customer will comply with all Usage Limitations. If Customer exceeds the Usage Limitations during the Term,Trimble may
invoice Customer for the use that exceeded the applicable Usage Limitations at Trimble's then-current list price,and Customer shall pay in accordance
with the Agreement. The parties may also agree on a Usage Limitation adjustment, in which case Customer must sign a new Order and pay the
applicable fees.
4.7 Fee Criteria.If the Order states Software is made available based on GAR, Project Budget,Total Project Value,population,specific-department
usage,Affiliate-limitations,or similar criteria(any such criteria,the"Fee Criteria"),the fees for that Software are calculated based on that Fee Criteria
as of the date of Order issuance by Trimble. Unless otherwise provided the Order, if the Fee Criteria increases by more than 10% during the
Subscription Term, (i)Customer shall promptly notify Trimble in writing, (ii)Trimble has the right to adjust such fees based on changes in the Fee
Criteria and its then-current list price for that Software(including on a prorated basis for the current term),and(iii)Customer shall pay any applicable
additional fees upon receipt of the invoice in accordance with the Agreement. At the request of Trimble, Customer will promptly provide
documentation satisfactory to Trimble evidencing Customer's then-applicable Fee Criteria.
5.Suspension of Access.Trimble may suspend Customer's access to an Offering,without liability,and in whole or in part,if(a)Customer breaches
any Usage Limitations,Sections 2.2(Authorized Users), 2.3(Restrictions),4(Customer Obligations)or 6.2(Offering Content);(b)Customer's account
is five (5) business days or more overdue;or (c) immediately if Customer or any of its Authorized Users' acts or omissions threaten the integrity,
availability,or security of the Offerings or Trimble's systems,products,or infrastructure(provided Trimble will use commercially reasonable efforts
to provide Customer with advance notice of such suspension where Trimble determines exigent circumstances do not exist).Trimble will lift such
suspension once the related issue or failure is cured to Trimble's reasonable satisfaction. Fees will continue to apply during the suspension period.
Customer may be prohibited from entering new Customer Data or processing or accessing existing Customer Data and data reports during the
suspension period. If Customer attempts to access or manipulate Customer Data utilizing third-party software during suspension,Trimble disclaims
and Customer holds Trimble harmless from any responsibility or liability relating to lost or altered Customer Data or related damages.
6.Certain Features.The following provisions apply to the extent applicable to the Offerings.
6.1 Third-Party Materials. The Offerings may provide Customer with access to Third-Party Materials. Third-Party Materials are not part of the
Offerings. To the extent specified by Trimble (including in any Supplemental Terms or Documentation), use of the Third-Party Materials may be
subject to additional terms or restrictions("Third-Party Terms"). Customer is solely responsible for its compliance with any Third-Party Terms,and
failure to comply with such terms may result in termination of Customer's right to access any features of the Offerings that utilize such Third-Party
Materials. If no Third-Party Terms are specified, Customer may use Third-Party Materials solely in support of Customer's authorized use of the
Offerings in accordance with the Agreement.
6.2 Offering Content. "Offering Content"shall be any Trimble IP or Third-Party Materials made available as data or information through the Offering,
whether included as part of the Offering or as a separate subscription.Any Offering Content that is Trimble IP will be deemed part of the Offering.
Any Offering Content that is Third-Party Materials shall be subject to any applicable Third-Party Terms. If no Third-Party Terms apply,then unless
otherwise authorized by Trimble in writing or the applicable Documentation, such Third-Party Materials, and any derivative thereof, may only be
used or accessed by an Authorized User. Third-Party Materials will be used solely for Customer's internal purposes during the Term and must be
accessed pursuant to a manual Authorized User request. Customer will not: (i)access,extract,or download any Third-Party Materials,or portions
thereof, in batch or en masse by any means; (ii) use any device, software, or routine to bypass any hardware or software that prohibits volume
requests for information;(iii)sell,offer to sell,rent,sublicense,or transfer any copies of theThird-Party Materials,or portions thereof,to a third party
or allow a third party to use the Third-Party Materials;(iv)use the Third-Party Materials to develop services or products for sale or include any portion
of the Third-Party Materials in any product or service; (v) use any portion of the Third-Party Materials to create a competitive service, product,or
technology; (vi) recreate the Third-Party Materials or create otherwise a separate database or other repository of Third-Party Materials; (vii) use
Third-Party Materials to train,augment, or correct another database or information repository; (viii) unless other specified in the Documentation,
permit any individual other than an Authorized User to access or use the Offering Content and any derivative thereof,or(ix)make any portion of the
Third-Party Materials available to the public in any manner. Upon notice from Trimble and/or any termination or expiration of the Term,Customer
will immediately cease using and delete/destroy all electronic and physical copies of Third-Party Materials.
6.3 Open Source. The Offerings may incorporate third-party open source software ("Open Source"),as listed in the Documentation or otherwise
made available by Trimble.To the extent the terms of the Open Source license prohibit the terms of the Agreement from applying to the Open
Source,the terms of the Open Source license will apply to the Open Source on a stand-alone basis instead of the Agreement.
6.4 Third-Party Application Stores.
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(a) Purchase from Application Store. If Customer obtains the Offering(or portions thereof)through a third-party application store, marketplace,or
other site or service(each,an"Application Store"),such Application Store is considered a reseller.All fees are non-refundable once paid.Customer's
download of the Offering may be subject to other terms as specified by the operator of the Application Store from which Customer downloaded the
Offering.
(b)Apple-Specific Terms. If Customer downloaded the Offering from Apple Inc.'s("Apple")Application Store, the following terms are part of the
Agreement.The Agreement is between Customer and Trimble,and not with Apple. However,as required by Apple,Apple and its subsidiaries will be
third-party beneficiaries of the Agreement and will have the right(and will be deemed to have accepted the right)to enforce the Agreement against
Customer as a third-party beneficiary.To the maximum extent permitted by Law,Apple will have no warranty obligation with respect to the Offering,
and,as between Apple and Trimble,any other claims,losses,liabilities,damages,costs,or expenses attributable to a failure to conform to a warranty
will be Trimble's responsibility.Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the Offering.As
between Trimble and Apple,Trimble is solely responsible for the Offering and for addressing any claims Customer or any third parties have about
the Offering or Customer's possession or use of the Offering,including without limitation(i)product liability claims;(ii)any claim that the Offering
fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. In the
event of any third-party claim that the Offering or Customer's possession or use of the Offering infringes that third party's intellectual property rights,
Apple will not be responsible for the investigation,defense,settlement,or discharge of such claim.
6.5 Security for SaaS or Hosting Services for Licensed Software.This Section 6.5(Security for SaaS or Hosting Services for Licensed Software)applies
to Offerings that are SaaS or hosting services for Licensed Software. During the Term, Trimble or its third party hosting provider(s) will use
commercially reasonable efforts to establish and maintain reasonable administrative,physical,and technical safeguards designed to protect(a)the
security, confidentiality, and integrity of Customer Data;(b)against anticipated threats or hazards to the security,confidentiality, and integrity of
Customer Data; (c)against unauthorized access to or use of Customer Data;and (d)against unlawful processing, accidental destruction,or loss of
Customer Data. In the event Trimble is not in breach of the foregoing obligations and an unauthorized third party nonetheless gains access to the
Customer Data,such disclosure of Customer Data in such circumstances shall not be a breach of Section 9(Confidentiality)of the General Terms. In
the event of any conflict between the terms of Section 9(Confidentiality)of the General Terms and this Section 6.5 (Security for SaaS or Hosting
Services for Licensed Software),the terms of this Section 6.5(Security for SaaS or Hosting Services for Licensed Software)will control.
6.6 Third-Party Access.
(a)Contractors and Affiliates. Unless prohibited by Trimble in the Order,Documentation,any Supplemental Terms,or otherwise by Trimble in writing,
Authorized Users may include individuals who are contractors or consultants of Customer or employees,contractors,or consultants of its Affiliates;
provided,however,any such access and usage may require additional fees as described in Section 4.7(Fee Criteria),if applicable.
(b)Other Third-Parties. If expressly authorized by Trimble in the Order,Documentation,any Supplemental Terms,or otherwise by Trimble in writing,
the Offerings may allow Customer to invite other third parties to become Authorized Users and/or access Customer Data.
(c)Generally.Customer authorizes Trimble to share Customer Data with any third-party Authorized Users or as otherwise instructed by Customer.
Customer is solely responsible for such third-parties'compliance with the Agreement and for any and all acts or omissions of any such third parties.
Such third parties are not intended third-party beneficiaries under the Agreement.Trimble shall have no liability for any act or omission of any such
third party,including by way of access or use of Customer Data.Such third-party access or use of the Offerings must be solely and exclusively for the
benefit of Customer,and any other purpose is prohibited.For clarity,as between Customer and any such third parties,any data or other information
uploaded by such third party to the Offerings on Customer's behalf will be deemed Customer Data of Customer.
(d)Customer as a Third-Party.In the event that Customer is invited to access an Offering as a third party,any data or other information uploaded by
Customer on behalf of such third party shall be deemed"Customer Data"of such third party.
7.Support. If Customer is eligible for Support and pays any applicable fees,Trimble will make such Support available in accordance with the Support
Terms or as Trimble may otherwise expressly provide in writing. Unless otherwise set forth in writing by Trimble,Support is not available for Free
Versions or Trials and Betas.
8.Term and Termination.
8.1 Perpetual License.If Customer purchases a perpetual license to Licensed Software,Customer's license to the Licensed Software will continue in
perpetuity subject to the terms and conditions of the Agreement.Support for Licensed Software is purchased separately unless otherwise indicated
by Trimble in writing or on an Order.
8.2 Subscriptions.
(a) Subscription Term. If Customer purchases access to a SaaS or a license to Licensed Software for a limited period of time,the duration of the
initial term and any renewals are as set forth in the Order(collectively,the"Subscription Term(s)").Notwithstanding anything to the contrary in the
Order,the start date for each Subscription Term for each Offering will begin on the Provision Date for that Offering.For clarity,each Offering may
have a different Provision Date.
(b) Additional Subscriptions. If Customer previously purchased one or more Subscriptions for a particular Offering("Existing Subscription(s)")and
subsequently purchases one or more additional Subscriptions (for any Offering) while the Existing Subscription(s) is in effect (the "Additional
Subscription(s)"),the duration of the Subscription Term for the Additional Subscription will be as set forth in the Order. Unless otherwise set forth
by Trimble in writing,all Customer's Subscriptions shall have the same end date and Trimble may invoice all fees for all such Subscriptions on a single
invoice.
8.3 Effect of Termination. Upon expiration or termination of the Agreement or the Order, Customer's right to use the Offerings will cease and
Customer will immediately cease any and all use of and access to the Offerings and will delete(or,upon request,return)all copies of any Offerings.
At the disclosing party's request upon expiration or termination of the Agreement, the receiving party will delete all of the disclosing party's
Confidential Information (excluding Customer Data, which is addressed in Section 3 (Date Usage and Ownership)). Customer Data and other
Confidential Information may be retained in the receiving party's standard backups after deletion but will remain subject to the Agreement's
confidentiality restrictions.
8.4 Survival. In reference to Section 4.3 of the General Terms(Survival),the following Sections of these Software Terms survive any expiration or
termination of the Agreement: 1 (Definitions), 2.3 (Restrictions), 3.1 (Data Usage and Ownership), 4 (Customer Obligations), 8.3 (Effect of
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Termination),8.4(Survival),9.3(Additional Disclaimers),and 10(Indemnification).Except where an exclusive remedy is provided,exercising a remedy
under the Agreement,including termination,does not limit other remedies a party may have.
9.Warranties and Additional Disclaimers.
9.1 Limited Warranty.Subject to the Agreement and any mandatory Laws to the contrary,Trimble warrants to Customer that during the Warranty
Period,the Offerings will perform materially as described in the Documentation.The"Warranty Period"is(a)90 days for Licensed Software licensed
on a perpetual basis, and (b)for the duration of the applicable Subscription Term, for any Subscriptions. Notwithstanding the foregoing,Trimble
makes no warranties with respect to Correction Services,which are provided as-is and as-available.
9.2 Warranty Remedy.
(a) If the Offering fails to conform to Section 9.1 (Limited Warranty)during the Warranty Period,Customer may make a reasonably detailed
warranty claim within 30 days of discovering the issue. For any such claims reported by Customer within such period that Trimble
determines are valid,Trimble will correct such non-conformity by issuing corrected instructions,a restriction,or a bypass,or by replacing
the Offerings,at Trimble's option.Subject to any mandatory Laws to the contrary,these procedures are Customer's exclusive remedy,and
Trimble's entire liability,for the failure of the Offerings to conform to the warranty in Section 9.1(Limited Warranty).
(b) The foregoing limited warranty only applies if and to the extent that(i)any Offering associated with the warranty is properly and correctly
installed,configured,interfaced,maintained,stored,and operated in accordance with the Documentation,and(ii)any Offerings associated
with the warranty is not modified or misused.The foregoing limited warranty does not apply to(1)issues caused by unauthorized use or
modifications; (2)unsupported or unauthorized versions of any Offerings;(3)operating the Offerings under any specification other than,
or in addition to,the Documentation; (4) issues in or resulting from Dependencies, Compatibilities,or third-party systems, products, or
services;or(5)Free Versions,Trials and Betas or other similar versions.
9.3 Additional Disclaimers.Trimble makes the following disclaimers in addition to Section 6(Warranty Disclaimer)in the General Terms.
(a)General. TRIMBLE MAKES NO EXPRESS WARRANTY THAT CUSTOMER'S USE OF THE OFFERINGS WILL BE UNINTERRUPTED, ERROR-FREE, OR
FREE OF VIRUSES OR OTHER MALWARE OR PROGRAM LIMITATIONS;THAT TRIMBLE WILL REVIEW CUSTOMER DATA FOR ACCURACY; OR THAT
TRIMBLE WILL MAINTAIN CUSTOMER DATA OR OTHER DATA WITHOUT LOSS.TRIMBLE IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS
INHERENT IN USE OF THE INTERNET,SATELLITES, ELECTRONIC COMMUNICATIONS,OR OTHER SYSTEMS OUTSIDE TRIMBLE'S CONTROL.TRIMBLE
WILL NOT BE LIABLE IN ANY MANNER FOR THE OUTPUT OBTAINED THROUGH USE OF THE OFFERINGS OR CUSTOMER'S RELIANCE ON SUCH
OUTPUT. CUSTOMER IS RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT, AND CONTROL OF CUSTOMER'S USE OF THE OFFERINGS. THIS
RESPONSIBILITY INCLUDES THE DETERMINATION OF APPROPRIATE USES FOR THE OFFERINGS AND THE SELECTION OF THE OFFERINGS TO ACHIEVE
INTENDED RESULTS.ANY FORMS,POLICIES,OR OTHER MATERIALS PROVIDED BY TRIMBLE THROUGH THE OFFERINGS OR DOCUMENTATION ARE
NOT INTENDED AND SHOULD NOT BE RELIED UPON AS LEGAL ADVICE OR LEGAL OPINION.CUSTOMER SHOULD CONSULT ITS OWN LEGAL COUNSEL
REGARDING THE USE OF ANY SUCH MATERIALS. CUSTOMER IS ALSO RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF INDEPENDENT
PROCEDURES FOR TESTING THE RELIABILITY AND ACCURACY OF ANY OUTPUT OF THE OFFERINGS. CUSTOMER MAY HAVE OTHER STATUTORY
RIGHTS,BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMUTED PERIOD.
(b) Correction Services Disclaimers. Customer acknowledges that the Correction Services and related network access are subject to transmission
limitations caused by a variety of factors such as atmospheric conditions,topographical obstructions,limitations or lack of coverage of the underlying
carrier service and other natural or manmade conditions.Additionally,motor and ignition noise,metal shielding,and interference by users of the
same or adjacent radio channels may limit or interfere with Correction Services.Trimble is not responsible for the operation or failure of operation
of GNSS satellites or the availability of GNSS satellite signals.
(c) Third-Party Materials. Third-Party Materials are provided "AS IS" and Customer assumes all risk and liability regarding any use of (or results
obtained through)Third-Party Materials.Trimble and its suppliers make no warranty or guarantee with respect to any Third-Party Materials,including
regarding their accuracy or continued availability or compatibility.
(d)Dependencies and Compatibilities.Trimble makes no warranty or guarantee with respect to any Dependencies,Compatibilities,or other factors
outside of Trimble's control,including their continued availability or compatibility.
(e) Prohibited Data.Trimble and its suppliers specifically disclaim any responsibility for,and will not be liable in any manner arising from,any use of
the Offerings in connection with Prohibited Data.
1D. Indemnification. Customer will defend, indemnify,and hold harmless Trimble from and against any and all third-party claims, costs, damages,
losses, liabilities, and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with (a) any Customer Data,
Dependencies,or Compatibilities,or(b)Customer's breach of Sections 2.3 (Restrictions),4(Customer Obligations),6.1(Third-Party Materials),6.2
(Offering Content),or 6.4(Third-Party Application Stores)(each,a"Claim").Trimble will give Customer prompt written notice of any Claim and will
cooperate in relation to the Claim at Customer's expense.Customer will have the exclusive right to control and settle any Claim,except that Customer
may not settle a Claim without Trimble's prior written consent(not to be unreasonably withheld) if the settlement requires Trimble to admit any
liability,pay any amounts or take any action or refrain from taking any action(other than ceasing use of infringing materials).Trimble may participate
in the defense of any Claim at its expense.
11. Government End-Users. Elements of the Offerings are commercial computer software. If the user or licensee of the Offerings is an agency,
department,or other entity of the United States Government,the use,duplication,reproduction,release,modification,disclosure,or transfer of the
Offerings or any related documentation of any kind,including technical data and manuals,is restricted by the terms of the Agreement in accordance
with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military
purposes.The Offerings were developed fully at private expense.All other use is prohibited.
12. Region-Specific Terms- France.Solely for purposes of Customers who's billing address is in France,the following shall apply: Prohibited Data
included any patient,medical or other protected health information regulated by the French Public Health Code and the GDPR;and Customer's grant
of rights in Section 3.1(Generally)shall be for so long as the Customer Data is protected by intellectual property law.
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Addendum#3
Supplemental Terms for Support and Maintenance
Version 1.0(Last Updated:April 3,2023)
Capitalized terms not defined herein have the meanings given in the General Terms and the Software Terms.
1. Scope.Provided that Customer has paid the applicable fees,Trimble shall provide the Support described in these Support Terms during the
Maintenance Term(as defined below).The"Maintenance Term"shall be:(a)for Support for SaaS or Licensed Software licensed for a limited term,
the applicable Subscription Term,and(b)for Support for Licensed Software licensed on a perpetual basis,the term specified in the Order,or if not
specified,for a period of one(1)year.
2. Support.
2.1 During the applicable Maintenance Term,Trimble shall use reasonable efforts to correct or provide a workaround for any reproducible
programming error in the Software attributable to Trimble with a level of effort commensurate with the severity of the error,as reasonably
determined by Trimble.Upon identification of any programming error,Customer shall promptly notify Trimble of such error and shall provide
Trimble with enough information to reproduce the error,including a listing of output and any other data that Trimble may reasonably request in
order to reproduce the error and operating conditions under which the error occurred or was discovered.Trimble shall not be responsible for
correcting any errors not attributable to Trimble.
2.2 For certain Software,Trimble may provide additional or different support services or procedures as set forth in the applicable Documentation,
support handbook,or other written documentation provided by Trimble,if any(collectively,the"Additional Support Documentation"). If there is
any conflict between these Support Terms and such Additional Support Documentation with respect to the description of support services,
requirements or procedures,the provisions of such Additional Support Documentation will prevail.Customer agrees and acknowledges that
Trimble may use third parties to provide Support on its behalf.Customer expressly consents to Trimble permitting such third parties to access
Customer's information and data to perform the Support for Customer.
3. Licensed Software Updates and Upgrades.During the applicable Maintenance Term,Customer shall be entitled to receive all upgrades and
updates to the Software that are publicly released by Trimble. The contents and timing of all upgrades and updates will be decided by Trimble in its
sole discretion.Any such updates and upgrades will be deemed to be"Software"and licensed under the terms and conditions of the Agreement,
including any applicable software end user terms or license agreement.Updates and upgrades exclude(a)new versions of the Software(e.g.,a
change to the left of the decimal in the version number[e.g.,1.x to 2.x]or otherwise designated by Trimble),and(b)any separate modules and
other functionality for which Trimble charges a separate fee.
4. Limitations and Exceptions.The following matters are not covered(and Trimble will not have any obligations with respect to such matters)
pursuant to these Support Terms:
4.1. Any Software for which applicable fees have not been paid;
4.2. Any problem resulting from the misuse,improper use,alteration,or damage of the Software;
4.2. Any problem resulting from improper or inadequate installation,maintenance,or storage of the Software;
4.3. Any problem caused by modifications of the Software not made or authorized by Trimble;
4.4. Any problem resulting from any hardware or software in either case not developed or supported by by Trimble,including,without limitation:
any computers,tablets,disk drives,operating systems,network hardware or software,database,or any other hardware or third-party software;
4.5. Any problem resulting from the combination of the Software with other programming or equipment to the extent that such combination has
not been approved by Trimble;and
4.6. Errors in any version of the Software other than the most recent release,provided that Trimble will continue to provide Support for
superseded releases for a reasonable period(not to exceed ninety(90)days).
Support excludes on-site visits,installation and training,file conversion,optional products and services,directories,consulting services,shipping
charges,or any recommended hardware.
5. Termination or Expiration.Support will automatically terminate with respect to any Software that is no longer licensed for use as a result of
expiration or termination of the Agreement,or replacement of the applicable Software with new releases.
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Additional Support Documentation
Version 1.1
1. Generally.
1.1. Trimble shall use the applicable level of effort to correct or provide a workaround for any reproducible error in the Offering attributable to
Trimble commensurate with the severity of the error,as reasonably determined by Trimble in accordance with Section 3(Severity Priority
Levels)below.
1.2. For certain Offerings as set forth in Section 2 below,Trimble may provide a customer support portal (the "Support Portal"),which may
allow Customer to submit support requests,report issues,view case histories,search the general knowledge database,and other features,
as applicable. In the event of any conflicts between the terms set forth herein and any set forth in the applicable Supportal Portal,the
terms herein shall govern.
1.3. For certain Offerings as set forth in Section 2 below,Trimble will provide support to Customer only by communication with the contacts
designated by Customer in the Support Portal or otherwise as instructed by Trimble(each,a"Authorized Support Contact"). Customer
may update Authorized Support Contact(s) from time to time as instructed by Trimble. Trimble may require the Authorized Support
Contact(s)to have the relevant technical knowledge regarding the Offerings necessary to assist Trimble as needed.
1.4. Upon identification of any error that cannot be resolved by Customer as first line of support(e.g.,via the Support Portal,its internal staff,
etc.),then Customer(through its Authorized Support Contact(s))shall promptly notify Trimble of such error and shall provide Trimble with
enough information,assistance,and cooperation to reproduce the error,including a listing of output and any other data that Trimble may
reasonably request in order to reproduce the error and operating conditions under which the error occurred or was discovered.Trimble
shall not be responsible for correcting any errors not attributable to Trimble.
2. Support Portals. Support portals with information about reporting and general availability are described below.
Authorized Support
Offering Support Portal* Contacts Only?**
AgileAssets https://agileassets.com/techsupport Yes
Cityworks https:mycityworks.force.com Yes
e-Builder(non-Fed https://www.e-builder.net/customer-center No
Ramp)
e-Builder None.*** Yes
(Fed Ramp)
Trimble Water https://mytrimblewater.force.com/s/login No
*Additional phone numbers and hours of availability for contacting Trimble with support requests moy be listed in the Support
Portal.
**For any Products that do not require on Authorized Support Contact, any Authorized User of Customer may contact support.
***Authorized Users of e-Builder Enterprise Government Edition may submit support requests by phone(866-254-1531)or email
(ebuilder-gov-support@trimble.com). Hours of operation are Monday through Friday 8:00 AM to 6:00 PM Eastern Time. Non-urgent
and after-hours support requests should be submitted via email.All support requests submitted via email must include the following
information:1)Authorized User name and email address, 2)Phone number, 3)Account Name, and 4)Brief description of the issue. e-
Builder Community and Salesforce are not currently available for the Government Edition.
3. Severity Priority Levels. As soon as reasonably practicable after Customer submits the relevant case information,Trimble will collect additional
information and categorize the issue into one of four classifications as set forth below in good faith. Upon Customer submission of the case
information,Trimble will use commercially reasonable efforts to issue a Response(as defined below)by the indicated target response goal set
forth below.Once the priority level is determined,Trimble will use the level of effort for resolution described below.
Priority Level* Priority Criteria Target Response Goal** Level of Effort for Resolution
P1 %hour Trimble and Customer will prioritize any
most urgent and impactful reasonably available resources to resolve the
situation or identify a work around.
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P2 urgent and impactful,but usually has /hour Trimble and Customer will prioritize any
an acceptable temporary workaround reasonably available resources during
standard business hours to resolve the
situation or identify a work around.
P3 important,but not urgent and 4 hrs Trimble and Customer will use generally
impactful available resources during standard business
hours to resolve the situation or identify a
work around.
P4 a low priority,informational,or an 24 hrs Trimble and Customer are willing to use
enhancement request generally available resources during standard
business hours to provide information or
assistance.
*See Priority Matrix and definitions below. The main factors in determining priority level are urgency and impact. Trimble will also consider in good
faith any additional relevant facts and circumstances in consultation with Customer that may result in a mutually agreed upon change in priority
level.
**The use of the term"hour(s)"refers to business hours based on Trimble's regular business schedule,and excludes nights,weekends and locally-
observed holidays(e.g.,24 hrs equals 3 business days at 8 hrs a day). "Response"means acknowledgment of the issue vio the creation of a case
number.Determination of priority level will occur as soon as practicable thereafter.
Priority matrix
Impact
Widespread Large Localized Individualized
Urgency Critical P1 1 P2 P2
High P1 P2 P2 I
Medium P2 P3 P3 P3
Low P4 P4 P4 P4
Definitions
Impact Widespread.More than three quarters of users or devices are
Impact is a measure of the number of users, affected.
sites,or devices affected.
Large.(1)Multiple sites are affected or(2)between one-half and
three-quarters of users or devices are affected.
Localized.(1)A single site is affected or(2)less than one half of
users or devices are affected.
Individualized.A single or a small number of users or devices are
affected.
Urgency Urgency is a measure of the severity of the issue Critical.Use of Offering as a whole or core functionality is stopped
on the Customer's operations. with no work around and with severe immediate impact to the
Customer's operations(e.g.,outage).
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Definitions
High.Use of Offering as a whole or core functionality is severely
degraded or a work around is available,and with immediate impact
to the Customer's operations.
Medium.Use of Offering or any functionality is not working as
expected,and can be addressed through education,training,work
around,work order,or a future enhancement.
Low.All other requests that are not the above.
4. Additional Limitations and Conditions.
(a) Unless otherwise expressly provided by Trimble in writing, Trimble does not support: (i) use of the Offering in a manner other than as
authorized in the Agreement; (ii) conversions of Customer's databases to accommodate new hardware or software, (iii)Customer Data
debugging or manipulation,(iv)recurring support issues where Customer failed to initiate corrective actions previously recommended by
Trimble or to provide information requested by Trimble,(v)implementation,report creation,onsite support,customizations(e.g.,scripting
or integration),or assistance with server migrations are not included as part of Support,but such services but may be purchased separately,
(vi)any Offering where Customer has failed to meet its obligations with respect to the Agreement,including,without limitation,as set forth
below.
(b) Customer must (i) require its personnel to obtain adequate training to operate the Offering, (ii) if required by Trimble for the particular
Offering,designate Authorized Support Contacts who will submit all support cases to Trimble,(iii)provide internet and/or network access
for Trimble when requesting support;and(iv)provide all information and assistance reasonably requested by Trimble related to the support
request.
(c) For Licensed Software not hosted by Trimble,Customer is responsible for(i)securing the server environment,local network,and system
security and protocols,including having staff qualified to assume responsibility for management administration and support for Customer's
hardware,database,and any Third-Party Materials, Dependencies,or Compatibilities,(ii)maintaining regular and frequent data backups,
and recovering such data if necessary from backups maintained by Customer, (iii) establishing a secure method of access to Customer's
network as well as maintaining security protocols for Customer's network; and (iv) incorporating Releases and any associated data
migration.
(d) If any Customer support request is subject to any of the foregoing, then Trimble reserves the right to impose support fees at its then
standard commercial time and materials rates for all such services,including pre-approved travel and per diem expenses to be
reimbursed consistent with Customer's policies.Trimble will notify Customer in advance of incurring any such fees.
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Addendum#4
Supplemental Terms for Services
(Training,e-learning content,implementation,configuration,and other services)
Version 1.0(Last Updated:April 3,2023)
Capitalized terms not defined herein have the meanings given in the General Terms.
1.Generally. Trimble or its authorized service providers will use commercially reasonable efforts to provide Services to
Customer as described in an Order or SOW.Any changes in scope must be made in writing and approved by authorized
representatives of Customer and Trimble.
2.Training and E-Learning. For any Services consisting of delivery of training or e-learning(e.g.,videos,manuals,etc.),any
content made available by Trimble shall not be deemed a Deliverable(as defined below),notwithstanding anything in
an Order or SOW to the contrary, and no Intellectual Property Rights therein are assigned or transferred to the
Customer. Unless an Order or Documentation states otherwise, prepaid training and e-learning content will expire if
not completed within six months from the effective date of the Order or SOW.Trimble reserves the right to reschedule
training if it determines in good faith that attendance is not sufficient or the originally scheduled time or location are
no longer feasible.If the Order states a date that Services must be completed by,such date is presented for illustrative
purposes.The actual completion date for such Services will be provided on the invoice.
3.Customer Materials. Customer shall provide Trimble with reasonable access to Customer's technical data, computer
programs, files, documentation, and/or other materials (collectively, "Customer Materials") and to Customer's
resources, personnel,equipment,and facilities to the extent necessary for the performance of Services.Client will be
responsible for,and assumes the risk of any problems resulting from the content,accuracy,completeness,competence,
or consistency of Customer Materials or its personnel. To the extent that Customer does not timely provide the
foregoing access required for Trimble to perform the Services,Trimble shall be excused from performance until such
items or access are provided. Customer hereby grants Trimble a limited and revocable right to use the Customer
Materials for the purpose of performing the Services.Customer owns and will retain ownership(including all intellectual
property rights)in the Customer Materials.
4.Customer Premises.Customer shall provide Trimble with safe access to Customer's premises as reasonably required for
Trimble to perform the Services, if onsite performance of Services is needed and agreed to by Customer. Trimble
personnel shall comply with the reasonable written rules and regulations of Customer related to use of its premises,
provided that such written rules and regulations are provided to Trimble prior to commencement of the Services.
5.Customer Dependencies.Customer is responsible for taking all actions identified or described in the Agreement which
are a condition for Trimble to provide Services,Should Customer's failure to take such actions result in a delay of Trimble
against a delivery schedule,or result in additional provable costs incurred by Trimble,Trimble shall not be considered
to be delayed in its obligations,and Trimble shall be entitled to payment of such additional costs.
6.Deliverables. "Deliverable(s)" shall mean any Trimble deliverables as expressly set forth on a SOW or Order. Trimble
hereby grants Customer a worldwide,royalty-free,non-exclusive license to use the Deliverables for its internal business
purposes in connection with the Offerings associated with such Deliverables and only for the period of time that
Customer has ownership or authorized use of such Offerings.Unless expressly stated otherwise in the applicable Order
or SOW,Trimble owns and will retain ownership(including all intellectual property rights) in and to the Deliverables
(excluding any Customer Materials)and any modifications, improvements,and derivative works thereof(including to
the extent incorporating any Feedback).If the parties have agreed that Trimble will assign ownership of Deliverables to
Customer,the relevant SOW must set forth the terms and conditions regarding such assignment.
7.Limited Warranty. Trimble will perform Services in a professional and workmanlike manner. If notified of a non-
conformity within ten (10)days of delivery of the applicable Services,and if Customer provides a sufficiently detailed
justification to Trimble to allow Trimble to identify the non-conforming Services,Trimble will,as its sole liability and
obligation for failure to provide Services meeting this warranty,either(a) re-perform the non-conforming Services at
no additional cost to Customer,or(b)issue a credit for any Services which Trimble identifies as non-conforming.
8.Travel Expenses.Trimble will invoice Customer for reasonable and pre-approved out-of-pocket travel expenses incurred
in connection with performing Services. Expenses may be invoiced separately from fees and may include, but are not
limited to, airfare and other transportation, lodging, and incidentals. Expenses may also include meals reimbursable
per a flat per diem rate,available upon request.
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9.Other Offerings.These Services Terms only apply to Services,and not to any other Offerings,even if such other Offerings
are referenced in an Order or SOW.For clarity,all such other Offerings shall not be considered a Deliverable hereunder,
and the provision thereof shall be governed by one or more separate agreements between Trimble and Customer.
10. Non-Solicitation. During the Term and for a period of 12 months thereafter,Customer,shall not,directly or indirectly,
solicit,hire,engage,or attempt to do any of the foregoing,any person who was an employee or independent contractor
of Trimble who provided Services to Customer,without Trimble's express prior written consent.
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Addendum 4:15
Supplemental Terms for Hardware
Version 1.0(Lost Updated:April 3,2023)
Capitalized terms not defined herein have the meanings given in the General Terms.
1. Delivery. Delivery times for Hardware are established when an Order is received and accepted by Trimble.Trimble will use
commercially reasonable efforts to meet Customer's requested delivery dates, unless Customer is in default under the
Agreement or Trimble's performance is otherwise excused (e.g., force majeure, etc.). Late delivery is not a basis for
Customer's cancellation of any Order.
Title and risk of loss or damage to the Hardware will pass to Customer upon delivery to Trimble's shipping carrier..
Trimble will deliver any shipment FCA(Incoterms 2020)from its warehouse.Customer will pay or reimburse Trimble for all
costs of carriage, freight, insurance (if applicable), taxes, duty and other related shipping charges. Trimble may fulfill its
delivery obligations for Hardware through an Affiliate and/or authorized reseller.Trimble reserves the right to make partial
deliveries.
2. Acceptance, Inspection,Notice of Nonconformance.All Hardware will be deemed accepted by Customer upon delivery to
Trimble's shipping carrier, subject to Customer's right to inspect and reject damaged Hardware or Hardware that do not
conform to the Order within 10 days of delivery. It is Customer's responsibility to give Trimble prompt written notice of
identified damage or non-conformance to the Order. If Customer retains the Hardware without giving notice within the
designated period, it will be deemed to waive its right of rejection.The foregoing will not,however, prejudice Customer's
warranty remedies as described in the applicable Hardware Terms.
3. Limited Warranty. Unless the Hardware comes with a limited warranty that provides otherwise, Trimble warrants to
Customer,and only to Customer,that the Hardware is designed and manufactured to conform in all material respects to
Trimble's specifications and all parts are and will be free from defects in material and workmanship for a period of twelve
(12)months from date of shipment. During the warranty period,Trimble's obligations in Section 7(Sole Remedy;Warranty
Procedure)are Customer's only and exclusive remedy for Hardware that Trimble reasonably determines does not meet the
limited warranty,and is made subject to these Hardware Terms.
4. Firmware. Trimble hereby grants Customer a personal, non-exclusive, revocable, non-assignable right to access and use
firmware solely as necessary to use the Hardware in accordance with the Documentation. During the limited warranty
period,Customer will be entitled to receive such Fixes(as defined below)to the firmware that Trimble releases and makes
commercially available and for which it does not charge separately,subject to the procedures for delivery to purchasers of
Trimble products generally. Minor Updates (as defined below), Major Upgrades (as defined below), new products, or
substantially new software releases, as identified by Trimble, are expressly excluded from this fix process and limited
warranty.Receipt of software fixes will not serve to extend the limited warranty period."Fix(es)"means an error correction
or other update created to fix a previous software version that does not substantially conform to its Trimble specifications;
"Minor Update"occurs when enhancements are made to current features in software;and"Major Upgrade"occurs when
significant new features are added to software, or when a new product containing new features replaces the further
development of a current product line.Trimble reserves the right to determine,in its sole discretion,what constitutes a Fix,
Minor Update,Major Upgrade,new products,or substantially new software releases.
5. Non-Trimble Manufactured Products. Trimble will extend to Customer the manufacturer's warranty, if any, for all
equipment and/or software products manufactured by another manufacturer and furnished by Trimble to Customer under
such other manufacturer's brands. Customer acknowledges and agrees that Trimble shall not be responsible for separately
warranting or supporting the equipment or software products of such other manufacturers.
6. Warranty Exclusions.The foregoing Hardware limited warranty will only apply in the event and to the extent that(a)the
Hardware is properly and correctly installed,configured, interfaced, maintained,stored,and operated in accordance with
the Documentation,and(b)the Hardware is not modified or misused.This limited warranty does not apply to,and Trimble
shall not be responsible for defects or performance problems resulting from(i)the combination or use of the Hardware with
hardware or software products,information,data,systems,interfaces or devices not made,supplied or specified by Trimble;
(ii) the operation of the Hardware under any specification other than, or in addition to, the Documentation; (iii) the
unauthorized installation, modification, repair or use of the Hardware; (iv)damage caused by accident, lightning or other
electrical discharge,fresh or salt water immersion or spray(outside Hardware specifications),or exposure to environmental
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conditions for which the Hardware is not intended; (v) normal wear and tear on consumable parts (e.g., batteries) or(vi)
cosmetic damage.Trimble does not warrant or guarantee the results obtained through the use of the Hardware.TRIMBLE
MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO SERVICES, WHICH IF PROVIDED HEREUNDER ARE PROVIDED
"AS-IS."
7. Sole Remedy;Warranty Procedure. If the Hardware fails during the warranty period for reasons covered by this limited
warranty and Customer notifies Trimble of such failure during the warranty period,Trimble will at its option repair or replace
the nonconforming Hardware with new,equivalent to new,or reconditioned parts or Hardware or,if either of the foregoing
is commercially impractical in Trimble's determination, refund the Hardware purchase price paid by Customer(excluding
separate costs of installation,if any)upon Customer's return of the Hardware in accordance with Trimble's product return
procedures then in effect. Any repaired or replaced Hardware will be warranted for a period of thirty (30) days or the
remainder of the original warranty period,whichever is longer. Warranty service will be provided at a designated Trimble
service center or by an authorized Trimble service provider. Except as otherwise agreed by the parties,Customer shall be
responsible for all shipping charges to the designated Trimble service center or authorized Trimble service provider.
8. Determination of Warranty Applicability: Trimble reserves the right to refuse warranty services if the Hardware date of
purchase cannot be proven, if a claim is made outside the warranty period or if a claim is excluded from the warranty
pursuant to the Terms.Following Trimble's examination of Customer's claim,Trimble will notify Customer of warranty status
and the repair cost of any out-of-warranty Hardware.At such time Customer must issue a valid purchase order to cover the
cost of the non-warranted Hardware repair and return freight,or authorize return shipment of the Hardware at Customer's
expense as-is.
9. Non-responsibility for Lost Data. Trimble shall not be responsible for any modification or damage to, or loss of any
programs, data, or other information stored on any media or any part of any Hardware serviced by it or an authorized
Trimble service provider,or for the consequence of such damage or loss,e.g.,business loss in the event of system,program
or data failure. It is Customer's responsibility,prior to servicing,to backup data and remove all features,parts,alterations,
and attachments not covered by warranty prior to releasing the Hardware to Trimble. The Hardware will be returned to
Customer configured as originally purchased.
10. Return of Hardware:All Hardware returns are subject to Trimble's prior written consent and must comply with its product
return(RMA)procedures then in effect.Before returning or exchanging Hardware,Customer must contact Trimble directly
to obtain an authorization number to include with the return.Customer must return Hardware to Trimble in their original
or equivalent packaging, and Customer is responsible for risk of loss, as well as shipping fees back to Trimble. Hardware
received but not eligible for return will be sent back to Customer freight collect. For approved returns,Customer will receive
credit equal to the lesser of the Hardware invoice price or its current replacement value,less any applicable charges or fees.
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Addendum#6
Supplemental Terms for U.S.Public Entities
Version 1.0(Last Updated:October 7,2023)
Capitalized terms not defined herein have the meanings given in the General Terms and the Software Terms.
1. Scope.To the extent Customer is a public or governmental entity,these Supplemental Terms provisions apply to the
extent Customer is a public or governmental entity in the United States.
2. Intellectual Property Indemnification by Trimble.Trimble shall defend Customer from and against any claim of
infringement of a U.S.patent,U.S.copyright,or U.S.trademark asserted against Customer by a third party based
upon Customer's use of the Offerings in accordance with the terms of this Agreement,and pay any resulting
settlement or final judgment.If Customer's use of any of the Offerings are,or in Trimble's opinion are likely to be,
enjoined due to the type of infringement specified above,or if required by settlement,Trimble may,in its sole
discretion:(a)substitute for the Offerings substantially functionally similar programs and documentation;(b)procure
for Customer the right to continue using the Offerings;or if(a)and(b)are commercially impracticable,(c)terminate
the Agreement and refund to Customer the fee paid by Customer as reduced to reflect a five year straight-line
depreciation from the applicable purchase date.The foregoing indemnification obligation of Trimble will not apply:
(1)if the Offerings are modified by any party other than Trimble;(2)if the Offerings are combined with other non-
Trimble products,but solely to the extent that the alleged infringement is caused by such combination;(3)to any
unauthorized use of the Offerings;(4)to any unsupported release of the Offerings;or(5)to any third-party code,
content,and/or data contained in and/or delivered with the Offerings.
3. Tax Exemption.If Customer is a tax-exempt entity and provides evidence of a tax-exempt certificate prior to executing this
Agreement,then Section 3.1 of the General Terms regarding Customer's responsibility to pay taxes shall be
inapplicable.
4. No Indemnification by Customer.Section 8(Indemnification)and the second to last sentence of Section 12.6(Export
Control)of the General Terms shall be inapplicable.
5. Public Records Law.Customer's confidentiality obligations in Section 9(Confidentiality)of the General Terms may be
subject to applicable public records law.
6. Limited Publicity.Provision(b)in Section 12.11(Publicity)of the General Terms shall be inapplicable.
7. Termination for Convenience.Customer may terminate this Agreement for convenience on not less than sixty(60)days'
written notice to Trimble.If Customer terminates this Agreement under this paragraph,all fees for the Term shall
immediately become due and payable.All previously paid fees(both used and unused)shall be non-refundable and
forfeited.Furthermore,all earned,but unpaid,fees for professional services,if any, must be paid in full before the
termination becomes effective.
8. Non-Appropriation of Funds.The Customer's funds for future and ongoing purchases are contingent on the availability of
future appropriations of funds.If funds are not appropriated for any payments due under this Agreement,the
Customer will promptly notify Trimble in writing and the applicable Order will terminate as of the date of the notice in
accordance with Section 7(Termination for Convenience)above and the Customer will have no further obligation to
make any payments with respect to the affected Order,provided however that the Customer shall pay for any goods
or services ordered prior to the date of the Customer's notice.
9. Piggyback.Trimble does business with many government entities whose applicable laws permit them to join an existing
contract between another governmental agency and vendor to acquire goods and services thereunder.In such
circumstances and if allowable by applicable law and contract,Customer expressly agrees to allow the other
governmental agencies to acquire goods and services using this Agreement("Piggyback"),subject to applicable
pricing of the Trimble offerings at the time of the piggyback purchase.
10. Governing Law.Notwithstanding Section 12.9(Governing Law and Venue)of the General Terms,the Laws of the
jurisdiction required by applicable law shall exclusively govern this Agreement.
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Addendum i#7
Service Level Agreement;Data Security and Restoration
Version 1.0
1. Availability Service Level Agreement
For any Offering that is either(i)Software-as-a-Service or(ii)Licensed Software hosted by Trimble,the following will
apply.
1.1. Target Availability.Trimble will use commercially reasonable efforts to make the Offering available with an
uptime availability (time periods during which Customer has general connectivity to the Offering) (the
"Target Availability")as follows:
Target
Offering Availability*
Cityworks 99.9%*
AgileAssets/ Pavement Express 99%
e-Builder 99.95%
Trimble Water-Trimble Unity Work Management/Trimble Unity
Remote Monitoring 99.5%
*Target Availability is generally for a calendar month;provided that Cityworks target availability
will be calculated on a quarterly basis.
1.2. Exclusions.The calculation of uptime will not include unavailability to the extent due to:(a)Customer's use
of the Offering in a manner not authorized in the Agreement or Documentation, (b) general Internet
problems,force majeure events or other factors outside of Trimble's reasonable control,including without
limitation interruption or failure of telecommunications or digital transmission links, hostile network
attacks, network congestion, denial of service attack, (c) Customer's equipment, software, network
connections or other infrastructure, (d) any acts or omissions of Customer or any third-party that is not a
service provider of Trimble, (e)failure by Customer to pay any applicable fees under the Agreement,or(f)
Scheduled Maintenance or emergency maintenance.
1.3. Scheduled Maintenance. "Scheduled Maintenance" means Trimble's scheduled, routine, or other
maintenance which (1) occurs at such times as may be listed on Trimble's websites or Support Portal, or
(2) Trimble notifies Customer with at least two (2) days advance notice, which can be via the Support
Portal, e-mail,or in the Offering.Trimble reserves the right to schedule other maintenance periods on an
as needed basis and will notify Customer in advance. Trimble will use commercially reasonable efforts to
perform Scheduled Maintenance during low usage times.
1.4. Service Credits. If there is a verified failure of the Offering to meet Target Availability in a particular month
and Customer makes a request for service credit within thirty (30) days after the end of such month,
Customer will be entitled to a credit based on the monthly fees due for the affected Offering in such month
("Service Credit").The Service Credit will be calculated as follows:
Service Credit=Pro Rata Fee *percentage of time that the Offering did not meet the Target Availability
The "Pro Rata Fee" means (1) for Target Availability measured monthly, one-twelfth of the total annual
fee for the Offering(excluding taxes, etc.), and (2)for Target Availability measured quarterly, one-fourth
of the total annual fee for the Offering (excluding taxes, etc).The Service Credit will be calculated to the
nearest 30-minute interval.The total Service Credits in a month may not exceed 20% of the Monthly Fee.
Trimble will apply each Service Credit to Customer's next invoice,provided that Customer's account is fully
232
paid up, without any outstanding payment issues or disputes. Customer will not receive any refunds for
any unused Service Credits.
1.5. Sole Remedy.Service Credits constitute liquidated damages and are not a penalty. The Service Credits set
forth in this Section are Customer's sole and exclusive remedy for any failure to meet the Target
Availability.
2. Data Security and Restoration
2.1. Software-as-a-Service and Hosted License Software.
a) Trimble or its third-party hosting provider(s)shall use commercially reasonable efforts to establish and
maintain reasonable administrative, physical, and technical safeguards designed to (a) protect the
security, confidentiality, and integrity of Customer Data, (b) protect against anticipated threats or
hazards to the security, confidentiality, and integrity of Customer Data; (c) protect against
unauthorized access to or use of Customer Data;and(d)protect against unlawful processing,accidental
destruction,or loss of Customer Data.
b) Trimble will use reasonable efforts to restore lost or damaged Customer Data for Offerings deployed
through Trimble hosting services or as Software-as-a-Service,as described in this paragraph,if the loss
or damage was caused by Trimble. Trimble will consult with Customer and provide information to
Customer regarding the availability of backups and the potential limitations of data restoration.
Customer understands that some data loss may result upon restoration based on the frequency and
availability of backups. If Customer Data loss or damage is not caused by Trimble,Trimble will provide
support and technical assistance for data restoration subject to Trimble's availability and payment of
applicable fees at Trimble's then-current hourly rates.
2.2. On Premises Licensed Software. Trimble does not provide regular support or technical assistance for the
repair or restoration of lost or damaged Customer Data as part of support for Licensed Software not hosted
by Trimble, regardless of the cause. Assistance for restoration may be available subject to Trimble's
availability and payment of applicable fees at Trimble's then-current hourly rates.
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EXHIBIT B
Professional Fees
Page 14
234
Yakima, WA I Asset Management System
Cost
Timmons Group offers the following prosed cost breakdown to achieve the scope of services and deliverables
itemized above. Invoice will occur monthly on a percent complete basis per task.
LINIL
11111
Implementation of Cityworks AMS $ 100,865.00
Cityworks Training $26,490.00
Final Acceptance&Go Live $23,420.00
Integration with Cayenta $12,480.00
Travel (estimated, will be billed at direct cost) $8,705.00
Total Professional Services Required $ 163.255.00
Cityworks Online AMS software (see Quote #Q-38969-1 for full details) 637,800.00
Total Cost—Year#1 (Professional Services, Online environment&software) $201,055.00
l
TIMMONS GROUP 27
GEOSPAT AL SOLUT'ONS
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EXHIBIT C
Eligible Expenses
Type of Expense Maximum per Item Cumulative Maximum
Airfare $700 $4,200
Hotel $225 $3,825
Rental Car $100 $1600
Per diem (meals,etc.) $65 $1,495
Page 15 236