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HomeMy WebLinkAboutR-2024-147 Resolution authorizing an agreement with Timmons Group Geospatial Solutions and Trimble for the purchase of Computerized Maintenance and Asset Management Systems RESOLUTION NO. R-2024-147 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. ee ATTEST: ?�Ao KII�T����11 Patricia yer Mayor !. ,�►� U (SEAL3: i• *i Ii . /�A ,I I/ ' �i. - .. *►.'� i 'osalinda Ibarra, City Clerk ���;�'yrNG��_ 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 itprincipal 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 RFP"). 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. Page 1 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. Page 2 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 Page 3 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 Page 4 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 ($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 Autorobile-.iability urance. 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 Page 5 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. 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 Page 6 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. 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 Page 7 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. 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. Severabil t . 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. Page 8 A. Notices to the City of Yakima shall be sent to the following address: CITY CONTRACTNO: RESOLUTION NO: 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 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 aintena ce 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: Li7 Page 9 Attest 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 STATE OF WASHINGTON s COUNTY OF YAKIMA 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) Printed Nam My commission expires: Page 10 STATE OF COUNTY ) ss. T 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 t It of t , rwAS C—wo o to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated; l ZL-\ Seal or Stamp Tiffany Greenwood NOTARY PUBLIC REGISTRATION # 7680415 COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES 04/30/2028 (Siva Title Printed Name My commission expires: Page 11 EXHIBITA STATEMENT OF WORK Page 12 TIMMONS GROUP L0 PA'IAI_ �0I.L.'TI(7)N 1001 Boulders Parkway Suite 300 Richmond, VA 23225 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 citizen requests and completing work orders. For more than 20 years, Timmons Group has provided a wide variety of Enterprise 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- 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 services. Team members have worked together on multiple successful work management projects specific to Cityworks AMS and are empowered to do what it 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 SCADA, and many others. The leveraging of experience from implementing Cityworks with more than 145 clients that have faced the challenges you currently face, including many in your local area. We were recently awarded our 152nd Cityworks project. A full understanding of your program requirements and a project team committed to exceeding your highest expectations by developing sound and innovative technical solutions. We will apply our lessons leamed on recently completed similar projects to your full advantage. A dedicated Client Support Program ensuring our clients are continually capitalizing on their investment in Cityworks. P 804.200.6500 F 804.560.1016 www.timmonsgis.cam Cityworks Network Management Specialty ArcGIS Hub Specialty ArcGIS System Ready Specialty 615 �TRATLGIC PLANNING I C�ATA (MANAGEMENT I WED AND P10f31LE DEVELOPMENT I ASSET MANtGFMFNT I STAFF AUGMENTATION NTATICJN Contact Date Page 2 A partnership vvith Timmans Group offers the Ca si rttftcant number of benefits. From initial system planning and design activities all the way through irpleren on and deployment, you will have direct access to industry - leading engineering, planning. GI , and information te nology professionals Chitin enterprise asset ant services. Timmons Group is confident our team represents the best overall value to the City. If you questions or require any additional information, please contact Lou Garcia at 't .90 .3897 as he is contact and has binding authority. Respe Ily yours, Ronald R. Butcher Jr., MBA Principal in Charge run b ltc' er fir att"lon ,co Lou Garcia Principal & Project Director iouis.gar i atim ions.corrs GIS I STRATEGIC PLANNINI:, DATA MANAGEMENT A WEB AND MOBIL[ DEVELOPMENT ASSET MANAGEMENT l STAFF AUGMENTATION Yakima, WA I Asset Management System Table of Contents Project Management 1 1 1 2 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 7 27 Project Management Plan (PMP) Project Tracking and Reporting Questions and Issue Tracking Scope Management Plan Implementation Methodol• y... Cost • 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-leamed 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 sthedule, cot, and scope. These baselines are =Mined into a per'termanbe 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/extemal) 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 pi. that provides centralized, an -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, tisk register, and a taskfaction 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 TIMM° S G UP E)S PAT L T S Yakima, WA I Asset Management System 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 change: 1. Agreement to a CHANGE REQUEST signifies agreement to a change in overall costs, functionality, time scales, or other identified project impact. 2. Changes will be identified and communicated by / to the respective Project Managers by any of the prescribed communication channels. CHANGE REQUESTS may be introduced via verbal conversation or other form of communication but must 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. Ti S GR UP Yakima, WA I Asset Management System 4. 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. TIMMONS GROUP Yakima, WA 1 Asset Management System 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: 1. 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 Group's 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. T S•GR UP S L. U .S• 4 Yakima, WA I Asset Management System 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: 1. 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 • What are the impacts of the change? • 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 Cltyworks 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 • 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 roiled out. This will form the basis for the development of our Training Plan. TIMMONS GROUP GEOSPAI!AL SOLUTIONS Yakima, WA 1 Asset Management System Key Questions: What behaviors and skills are required to achieve business results? What training delivery methods will be most effective? 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: • Where is support most required? 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: • Did the change assist in achieving business goals? Was the change management process successful? Ti UP 6 Yakima, WA I Asset Management System 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 gathered data with workflows, data migration requirements, and interface requirements that will be identified and modeled during a series of configuration workshops. TIMMNS GROUP 7 Yakima, WA IAsset Management System IT System Review our team will meet with the City's project management team and IT/GIS staff to discuss hardware and environment requirements for the Cdywmrkaimplementation. 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 confiQuratiwn. The team will document the Core System Design Plan components required to support thmCihfmorks implementation. The Core System Design Plan is developed in preparation for configuring and implementing Cityworks. It will include: ^ Network Requirements ^ Peripheral Requirements • Internal Security ^Hardware Requirements ~Software Applications ^ OK8Z TASK o.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: DGUvsmAoLGS: ^ Cone System Plan for Hardware, 8oftware, and network configuration TASK 2.sLESTIMATED T|msFn4nxE: ^ IT Review meeting and task deliverable are estimated Lotake 2'3weeks to complete depending on City availability GIS System Review Our team will meet with the City's project management team and G|Gstaff to discuss the Esri G|Srequirements for the Cdywor mAMSimp|emmnbation.DuhngthismomUng.minimoumG|SmxAuimwmantsxiUbaaxporedto 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 G|Gdatmnnode|will require review andpooaib|emndifioadonhythaCKy.OurhoomwiUworkxxitbthe City boidentify any shortcomings with the existing City GIS data, datamodel and Esri licensing. It will be the responsibility of the City tmmeet and address all identified shortcomings orperform any necessary changes. TASK 2.2:CITY RESPONSIBILITIES: ^ City project manager assistance mscheduling Q|S review meeting. (1 FTE hour) ^ City GIS stakeholder attendancelparticipation in meeting. (2 FTE hours each attendee). TASK 2.o:DGUV2RA8LE& ` Core System Plan for G|S. scope & costs for performing necessary changes- edits, improvements, etc. TASK u.z:ESTIMATED nmsFRAMs: ^ 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 toreview the contents uf the Cityworks AMS Configuration Document. The Cilyworks AMS Configuration Document is a collection of TDMMONS GROUP u^oaAr.^, `o'ur:wS 8 Yakima, WA I Asset Management System 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 9 TIMMONS GROUP GEOSPATInL SOLUT ONS Yakima, WA I Asset Management System 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 attendance/participation 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: 1. Asset Management requirements • Best practices • Condition scoring • Criticality • Asset Iifecycle management • Risk assessment & risk management • Costs TIMMONS GROUP 10 Yakima, WA I Asset Management System 2. Gather configuration data and workflows with the Functional Groups for: • Asset categories • Work order and inspection workflows — Employees — Equipment — Materials — Prioritization — Dispatching — Notifications — Data to be collected — Inspection criteria • Interfaces/integration plan — Methodology • Reporting — Data required — 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. 11 TIMMONS GROUP cGcsr;+ri<„_ sot_UT , .. Yakima, WA I Asset Management System • 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 workflows that should be analyzed include, but are not limited to, inventory / data capture and maintenance, data distribution, data 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 their ability to support the increased network traffic, data loads, and 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. • Data — Existing datasets (spatial and tabular) and reports maintained for the purpose of supporting the daily operation and maintenance of 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 where the various departments fall in the spectrum, should be 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 an 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 system deployment and the City to understand the technological impacts and the non -technological impacts related to business processes and workflows. Accept or Propose Alternative Solutions Timmons Group City Core Team 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). TIMtNS GROUP 12 Yakima, WA I Asset Management System TASK 5: DELIVERABLES: • • Workshop meeting minutes. TASK 5: ESTIMATED TIM EFRAME: • • 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 SOL 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 tobuild interfaces to other databases such as Customer Information Systems, Financials Information Systems, Human Resource Management Systems, fleet management, arid 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. Cityworks 41S.C.ritrit Ope Sodom , Saved Search INTEGR D S 0 T S Future -proof your enterprise solution Webhook eURL Limited Data AMMO. 011101100 109110.111110 Erton 0403 rrard Party App Third Parly Scdution: ArcGISt Web Map We have integrated Cityworks AMS enough times to understand that organizationsintegration 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 13 TIMMONS GROUP 4„;!, Yakima, WA 1 Asset Management System 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: TIMMONS GROUP GEospATIAL 14 Yakima, WA I Asset Management System ^ Work order orrequest types ^ System Administration > ^ Work task ^ Login, conce�s.data mod�.nh�vnQ ----' ^ Emp�y�o���h�c�s��U��in��d�o��n ^ Print Templates ^ |nve�ory(matehaV��pos \ ^ CnemUngand managing o�|center a��deo ^ �v��dm�e�s�m�n�� ' ���aquipm���p� Creating and managing problem hierarchy General Configuration �u� | | Emp�y�o���h�c�s��U��in��d�o��n �����a�aV�o Eo��gda�o�su��or�m�dh�uae���v�� order ��q��pmo�s ^ �m�eo�s��a�q��a���o�e printout ` . Task 8: � � TASw7: CITY RESPONSIBILITY ^ City project manager and key stakeholders for each Function Group, Weekly Progress Meetings (1 FTEoEvery VVeeN, TAsK7: DELIVERABLES: ^ Updated CitywodmConfiguration Document and SD&CPlan. ^ Configured software (Citywodka)deployed inCit/eTest environment TASK 7:ESTIMATED TIMepRAME: ration Review Meetings The team will conduct multiple (see schedule) web|narreview workshops wfthe Citymndsconfiguration togather feedback from the Functional Groups. Review workshops will cover the administrative oonfiQuraUon.system tools (service requests, work orders, and inspections), data loading/data migration, and interface. TxSw/: CITY RESPONSIBILITY: ~ Configuration Review Meetings. (2FTEHours x21 Functional Group participants) TASK a:DELIVERABLES: ^ Configuration meeting minutes and Updated Cityworks Configuration Document and SD&C Plan, TASK 8:-ESTIMATED TIMBRAME: ^ 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, C SDK, and existing interfaces for numerous customer billing, SCADA, Financial, Fleet Management, Billing, AVL, LIDF, leak detection systems). Timmons Group has developed and uses a Modified Agile methodology to successfully implement many heterogeneous systems integrationslinterfaces. 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 |ifecydwand production outcome. TUMMONS GROUP o-oSr^7 A/ `nmr OrS 15 9 I, dflOkID SNO11041411. 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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 Authentication Bookmark Case Asset Case Child Object Case Task Comments Case Task Results Crew Condition Codes The following APIs are available for the Cityworks platform: TIMMONS GROUP GEOS?ATIAL SOLUTIONS Contractor Customer Call Employee Entity Equipment Equipment Cost Event Layers Fee Setup General GIS Search Holiday In Box Inspection Labor Cost Material Material Cost Preferences Public Access Reading Recent Activity Relates Search Security Service Request Storeroom Tasks Types Work Order Work Order Template 17 • Citizen Engagement • Document Management Metrics 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. Yakima, WA I Asset Management System Work Order, Extended 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 (CVVOL) 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. TIMMONS GROUP 18 Yakima, WA I Asset Management System 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.mvcitvwprks.c©m 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 and catalog and prioritize all reports. 2. Create Identified Reports & Dashboards — Our implementation team has experience creating both Crystal and SQL reports and will develop and modify reports as necessary. 3. 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 TIMMONS GROUP Number of Spills Cost of Spills Gallons Spilled 6,922 $7,650,896.82 s71,986,601 19 Yakima, WA I Asset Management System — The process of developing additional Crystal reports (not Crystal Reports training). This will be as part of the Cityworks AMS Administrator training. 4. 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 During each onsite meeting (e.g., kick-off, workshops, configuration review) our implementation team will consistently expose City staff to Cityworks AMS and basic workflows within the software. This incremental training 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 your environment and data. The approach to developing this plan is detailed below. TIMMONS GROUP TESTING TRAINING Selective Training • • Soup -to -Nuts User Representatives • • All end -users System Acceptance • • System Adoption 20 Yakima, WA I Asset Management System 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): • Routine User — Staff who will have the ability to update a request/work order after the crew has completed their work • Heavy User — Staff who will create work orders, schedule work orders, create PM's, maintain the parts, create reports, and generally will have the ability to use the whole system based on their security level • System Administrator — Staff who have full system access and be responsible for the daily operations and maintenance of the Cityworks environment We assume that the City will provide the training facility 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: Introduction to Cityworks® Introduction. Course Cityworks is designed to give an overview of Cityworks functionality from an end -user's point of view. Users will learn basic operations within ArcMap, the Cityworks toolbar and functions, along with the TIMMONS GROUP Ongoing during Workshops and Configuration Reviews User Gr eve, Casual Casual Group Users Code Prerequisites N/A 21 creation of Service Requests and Event Layers. Cityworks Report Cityworks® Reporting with Creating and Crystal. Expose students to the Writing Cityworks Report Engine to produce concise summary reports including Ad Hoc Reports, 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 Work Orders Cityworks® Service Requests Creating and processing Service Requests. Adding labor, submitting, searching, canceling, closing, combining, geo-locating and reports. Associating to projects and work orders. Cityworks e Work Orders Creating and processing Work Orders and Tasks. Adding labor, material, and equipment. Submitting, searching, canceling, closing, scheduling, repeating, geo- locating and reports. Associating to projects and service requests. Yakima, WA I Asset Management System 4 hours each class 4 hours each class Ad Hoc N/A Report Creator and Crystal Report Writer Routine and Heavy Users Intro to Cityworks 8 hours each Routine and Intro to class Heavy Users Cityworks Designer and Cityworks® Designer and System 8 hours each 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 I 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 TIMMONS GROUP ccos,.:4-:::2,.1 SMUT DNS System ArcGIS & 22 Yakima, WA I Asset Management System • 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) 23 TIMMONS GROUP GECPTI SOLUT:ONS 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 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: 1. 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. 2. 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. 3. 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 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. TIMMONS GROUP 25 Yakima, WA I Asset Management System • City IT Department will ensure that software, har• t re, 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. TI • 26 • (E, E 5 PAT L 5 0 ;.„ 0 !ES SE ATTACHMENT A LICENSE AND MAINTENANCE AGREEMENT Page 13 Trimble Cityworks. ORDER FORM Order Date: Trimble Entity Name ("Trimble") and Address: Date of the last signature below *V' Azteca Systems, LLC, a Trimble company 11075 South State, Suite 24, Sandy, Utah 84070 Customer Entity Name ("Customer") and Address: Yakima, WA 129 N 2nd St Yakima, WA 98901 Billing Contact Name and E-Mall 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 COStOrber 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 Named Logins for: Respond Mobile Native Apps (for 105/Android) Office (limited use for Admin and Reporting only) —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 25 Named Logins Year 1: 07/15/2024 - 07/14/2025 $37,800.00 Year 2: 07/15/2025 - 07/14/2026 $42,525.00 Year 3: 07/15/2026 - 07/14/2027 $47,250.00 Addendums: 1, 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") 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 Softwa Produ and ticenses. 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. 3e Payment Terms. All fees are due net 30 from the date of the Trimble' invoice. Annual Licensed Software: Trimble will invoice 537,800.00 upon execution of this Order Form and will invoice Year 2 in the amount of $42,525.00 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] PTANCE Accepted and agreed: CUSTOMER: Signature: Print Name: Title: Date: TRIMBLE: Si: ure: Print Name: Gwen $ s Title: Mite President 7/23/2024 Date: Addendum #1 Trimble General Transaction Terms Version 1.1 (Last 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-Senrice" 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. 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 Customers 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; involdng 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 Trlmbie 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 purwant 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 1.596 per month or the maximum rate permitted by applicable Law. If Customer does not object in writing to an invoked 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 unbllled 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,Z.Termtnation. 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. 5.3.0ependendes and Compatibilities. (a) Offerings data connections,Ioperating g systems, third -party productsand services, other Trimble productsnd services, rsate©lite signals, etc. (collectively, "Dependencies"), and (il) 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 andmaintaln 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.Umitations of Liability. 7.1.Waiver Uability Cap. (a) EXCEPT FOR EXCLUDED CLAIMS, (1) NEITHER PARTY (OR ITS SUPPLIERS) SHALL BE UABLE FOR DAMAGES FOR LOSS OF PROFIT OR REVENUE,' DATA THAT 15 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 SUPPUER'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 (1) 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`OBUGATIONS IN SECTION 8 (INDEMNIFICATION), AND (ill) 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 UMITATION(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.Indemnlflcation. Customer will defend, indemnify, and hold harmless Trimble from and against any and all third -party claims, costs, damages, Tosses, 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 Tights 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.Confidentlallty. 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 terms and conditions of the Agreement, and any technical or performance Information about the Offerings, including the Documentation. 9.2.Obllgations. 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 Tess 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.Exclusians. 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 bya 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.Requlred 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 entirety 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 tfot'ma[tlon; 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 identifiiable 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/priva: /0PA-h uroSubs (or any successor url). Transfers of personal Information from Trimble endues located in Europe, acting as data exporter, to Trimble entitles in the USA. acting as data importer, are governed, for the benefit of Customer, by the Standard Contractual Clauses available at the same uri 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 httns.//di.trimble.com/www/us doa.customer.odf or any successor url) is herein incorporated by reference. 12.Misceilaneous. 12.1.Asslgnment. Trimble may assign the Agreement upon ncttit 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. iZ.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.Walver and Saverability. 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, btockades, 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 Gulgne 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 antl-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 hEx ibit A (Trimble Entities; Governing Law; Exclusive Venuellurisdtction), 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 date. Each party hereby waives, to the maximum ent 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 POUCY 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.Pubiidty. Customer agrees that (a) Trimble may Issue a press release in the form approved by the parties regarding the parties' entry into the °.tr'eement 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.Headirtgs; 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 s in ail a es be considered as a whole, according to its fair meaning, and not strictly for or against any of the parties, The parties tlerets acknowledge and agree that the language of the Agreement shall be considered jointly drafted. 12.14.Subcontraetors. 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 Benefidaries. Except as may be expressly stated in any Supplemental Terms, there are no third -party beneficiaries under the Agreement, 12.16.Independent C actors, Each party is an independent contractor of, and is not an employee, agent, fiduciary, or authorized n e of, the other party. 12.17.Entire ` reerrterrt The Agreement sets forth the entire understanding between the parties in connection with its subject matter, and ersedes all prior or contemporaneous proposals, communications, agreements, inegotiations, and representations, whether s,tten 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.Counterperts. 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 e uted 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. Exhibit A Trimble Entitles; Governing Law; Exclusive Venue/Jurisdiction Customer Location* Trimble Entity and Notice Governing Law Address** Exclusive Venue/Jurisdiction United States Trimble Inc. 10368 Westmoor Drive Westminster, CO 80021 USA State of Delaware State and Federal Courts , located in Wilmington, Delaware, USA Belgium Trimble Belgium BV, Belgium Geldenaaksebaan 329 3001 Leuven, Belgium Courts in Brussels, Belgium Canada France 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 B3J 0J2, applicable therein Toronto, Ontario Canada Trimble France S.A.S. France Courts in Paris, France 1 quaff Gabriel Peri 94340 JoinvIlle-le-Pont, France Any other country or geography not specified above Trimble Europe B.V. Industrieweg 187a, 5683 CC Best, The Netherlands The Netherlands Courts of Amsterdam, 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. 4** Addresses for Trimble entities not listed shall be as set forth on the Order or SOW. See additional required notke address for Trimble in Section 12.5 (Notices). Table of Contents Australia France ► The Netherlands Australia Exhibk B Region-spedfic Terms 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; (111) 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. 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 UMITATION 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 OBUGATIONS (ONDEDAANMAKINGSVERPUCHT1NGEN) 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. Addendum le 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, materialsor 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 Customers 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 Customers business units, Affiliates, or Joint Ventures, if any, fisted 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 Customers (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 OSS); (c) Information subject to regulation or protection under the Chltdren'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 ble co cu mer. or any successor uri, means any third -party data, content, or proprietary software. Third -Party Materials is not part of Software. 1.19. " e total projected cost allocated to carry out, manage, and complete one or more Active Project(s) over the entire Sub$crlptiO 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 Limitationsmeans 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 Offerines. (a) Subscriotion (other than Licensed Software). 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 Customers 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. 23. 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 "A5-15" 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 ducatiopal 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 ActIvatipfr and Meterinrc 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; (11) 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. 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 fietds 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 (1) 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 (ill) 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, (1) 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 (ill) 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 Th rd-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 Terns"). 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. laa;;3)"E 8 '(suolle8llg0 Jawo;snD) b '(d!ysJaumo pue a9esn e;ep) T•£ '(suo!p!J;saa) E Z '(suol;luuaa)'t :puawaaJ2y ay; ;o uoµeulwJa; JO uopeJ!dxa Aue anlnmsawial aJen4o5 asayl;o suoiha5 9u!Mo!(o; ayl'(lenpuns) swial leaauag ay;;o £•q uopoa5 0l a3uaJa;ai ul •IenlrunS b'8 •suoapulsaJ A;llel;uapl;uoa s,luawaaiay ay; of iaalgns ulewaJ II!m lnq uol;alap aai}e sdrnpeq piepuels steed eulniaaaJ ay; u! paule;aJ aq Aew uo!;ewJo;ul Iel;uap!}uoJ Jay;o pue elea Jawo;sna •((dlysiauMQ pue ailesn a;ea) E uoalaa5 u! passaippe s! yolym 'elea JawolsnD 8ulpnpxa); uollewlo;ul lepuanuoD s,A;Jed 8u!solas!P ay;;o !le a;alap !!(m Alied 9ulnlaoaJ ay;';uawaai9y atp to uolleupwa;'Jo uolleildxa uodn ;sanbaJ s,A;Jed,9ulsops!p ay; w •s8uliaJ o Aue jo'saldoa pe (uJn;ai 'psanbaJ uodn 'Jo) a;alap !pm pue s2uua;jo ayi of ssaaoe'pue to asn lie Aue aseao Alale!paww! 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'2ul.iajjo ayl;o,asnJo uoassassod s,Jawopsn) Jo 8uliajjo at ;noge;aney sallied rally; Aue Jo iawolsnD swle!oAue 9ulssaippe'Jo; pue 2ulia;jo ay; io;alq!suodsaJ Alalos s! algw!Ji'alddy pue algw!JI uaampaq sv •2u!14;0 ay; o;aiadsai y;IM sao!Mas zioddns Jo aoueua;ulew Aue yslwnj of ianaosleyM uolle2llgo ou sey alddy-AA!!!glsuodsaJ s,algw!JJ aq film AlueJieM e o; wJo;uoo of ain lie; e o;a)gelnquue sasuadxa Jo's;soo `salewep'sall!!!gell 'sassol 'swlep Jay;o Aue W! 1 pue alddy,uaamlaq se 'pue '9uIJallo ayi o; padsai ypaM uope2llgo A;ueJJem ou aney !pm alddy'Me-I Aq palllwiadlua xawnwlxew ay; o f oAJelailauaq A;Jed-pJ{y; e se Jawopsn0 lsule2e;uawaa.i v ay; aaio;ua o; (4119u ayi pa;daooe aney o; pawaap eq !um :pue) ;y8u ay; aney plmpue luaweaJ2y ay;;o salieloijauaq Awed-pn41 aq !pm sa!Jelplsgns s;! pue alddd 'alddy Aq pa/robe.' se'JanamoH -alddy y;!mlou pue pue Jawo;snD uaam;aq s! puawaaJ2y ayi •;uaweai8y ay;;o lied aieswJaz 8u!Mollol ay;'aJo;s uolleollddy'(„alddy„) s; auI alddy woJ; 2upa;;o ay; papeo!umopaawo;snD;l •swJaya91oad5-alady (q) 2u1Ja}10 ay; papeolumop iawo;sn, (1olyM woi; aiols'uolleo!lddy ay;lo Jo;eiado ay; Aq paupads sesWJa; iay;o of loalgns aq Aew 2uua;jo ayi;o peoiumop s fawopsnD 'pled aauo algepunlaJ-uou aie sae; fly 'iallasaa e paiaplsuoa s! aims uoPeallddy yons'(„aiois uolle uIddy„ ue `yaea) aalnias Jo alp iay;o Jo 'aoeldpailJew'aJolsvo!eolldde Ailed-pi!y; e y2noJyp (poaiay;suoliiod Jo) 9uIJaj4oay; sule;go Jawolsn0;! •aims uol;!~o!loay idol} ase4OJnd (e) Termina(ion), 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 Warrant/. 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 Periodis (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 property and correctly installed, configured, interfaced, maintained, stored, and operated In accordance with the Documentation, and (il) 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 UMITATIONS; 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 UABLE 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, POUCIES, OR OTHER MATERIALS PROVIDED BY TRIMBLE THROUGH THE OFFERINGS OR DOCUMENTATION ARE NOT INTENDED AND SHOULD NOT BE REUED 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 ESTABUSHING 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 PERMITTED 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 shieldin& 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-Partv 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. 10. 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 'MOW). 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. 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 applicableSubscription 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 thedescription 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 le.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. Additional Support Documentation Version 1.1 1. t enelly. 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 Ramp) No e-Builder B ilder None.*** Yes (Fed Ramp) Trimble Water'https;//tffytrimblewater.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 an 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- 8uilder 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•• hour most urgent and impactful Level of Effort for Resolution Trimble and Customer will prioritize any reasonably available resources to resolve the situation or identify a work around. P2 urgent and fmpactfui, but usually has % hour an acceptable temporary workaround Trimble and Customer will prioritire an reasonably available resources dur standard business hours to resolve tite situation or identify a work around. 3 impo impa but not urgent and 4hrs Trimble and Customer will use generally available resources during standard business hours to resolve the situation or Identify a work around. P a low priority, informational, or an 24 hrs enhancement request Trimble and Customer are willing to use 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 "hauls)" 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 via the creation of a case number. Determination of priority level will occur as soon as practicable thereafter. Urgency Impact Crltical High Medium Widespread P1 P1 P2 Impact is a measure of the number of users, sites, or devices affected. Large. (1) Multiple sites are affected or (2) between one-half and three-quarters of users or devices are affected. Large P1 P2 P3 Impact Localized P2 P2 P3 Individualized P2 P3 P3 Urgency Urgency Is a measure of the severity of the issue on the Customer's operations. Widespread. More than 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. Critical. Use of Offering as a whole or core functionality is stopped with no work around and with severe immediate impact to the Customer's operations (e.g., outage). 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 i,3itatiorisandConifitionf. (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 hi) conversions of Customer's databases to accommodate new hardware or software, (ill) 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, (ill) 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 Ii necessary from backups maintained by Customer, (ill) 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. Addendum #4 Supplemental Terms for Services (Training, e-learning; content, implementation, configuration, and other services) Version 1.0 (Last Updated: April3, 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. 6. 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. er nes. These Sendoes Terms only are referenced in an Order or SOW. For clarity, all rac' and the provision thereof shall be governed y one or 10. tlettatton. luring the Term and for a period of Ion re engage, or attempt to do any of the foregoing„ any of i i o any other ' rin en if such other s shall not be considered edi er ble hereond rgree rsents bettiveen Trimble and Costornen hereafter, Customer, shall not, directly or inddtecl who was an employee or independent contrao mine who provided Services to Customer, without Trimble express prior written goose Addendum #5 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 Exdusions. 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 conditions for which the Hardware Is not intended; (v) normal wear and e on consumable parts (e.g., batteries) or (vi) cosmetic damage. Trimble does not warrant or guarantee the results obtained through the use of the Her TRIMBLE MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO SERVICES, WHICH IF PROVIDED HEREUNDER ARE PROVIDED "AS -IS." 5 Remedy; y a r • urn. if the; Hardware fails during the warranty period for reason t eyed by this limited icy and Customer notifies Trimble of such failure during fhe warranty period, Trimble will at its option repair or replace n onforming Hardware with new, equivalent to n , or onditioned parts or Hardware or, if either of the for ing ercialiy impractical in Trimble's determl Lion, refund the Hardware purchase price paid by Customer (excluding pa e costs of instailalon, if any) upon Customer's return of the Hardware in accordance with Trimble's product return ocedures then in e y repaired or replaced Hardware will be warranted for a period of thirty (30) days or the rtalnder of the ariginaf'warranty period, whichever Is Longer. Warranty service will be provided at a designated Trimble ice center or by an au rued 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. 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. Fooslblity for _ • Data: Trimbi+ or other it Trlmbte service provider, or or data failure. It is unto Ichments not covered by warra Customer configured as originally purchased. hall not be responsible for any modification or damage to, or loss of any a or any part of any Hardware serviced by it or an authorized or loss, e.g., business loss in the erent of system, program o backup data and remove all Mottoes, parts, alterations, oeleasln the Hardware to Trimble. The are will be returned to 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 Toss, 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. Addendum #6 Supplemental Terms for U.S. Public Entities Version1.0 (Last Updated: October7, 2023) Capitalized terms not deflned herein have the meanings given in the General Terms and the Software Terms. 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. 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 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. 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. 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. Public Records Law. Customer's confidentiality obligations in Section 9 (Confidentiality) of the General Terms may be subject to applicable public records law. Limited` Publicity. Provision (b) in Section 12.11(Publicity) of the General Terms shall be inapplicable Termination for Convenience. Customer may terminate this Agreement for convenience an 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. 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 entitles 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. Addendum V 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 ofTrimble, (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 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. EXHIBIT B Professional Fees Page;14_ __ 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. Implementation of Cityworks AMS Cityworks Training Final Acceptance & Go Live Integration with Cayenta Travel (estimated, will be billed at direct cost) Total Professional Services Required Cityworks Online AMS software (see Quote #Q-38969-1 for full details) Total Cost — Year #1 (Professional Services, Online environment & software) $ 100,865.00 $ 26,490.00 $ 23,420.00 $12,480.00�j $ 8,705.00 $ 163,255.00 $37,800.00 $201,055.00 TIMMONS GROUP 27 upe of Airfare Hotel Rental Car Per diem (meals, etc. HIBIT C Eligible Expenses Maximum It $700 $225 $ $65 Cumul Maximum $4,200 $3,825 $1600 $1,495 Page 15 1:-:41111W1,\ 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