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18- Professional Services Agreement - MarshallGIS - Automatic Vehicle Location System and Services
�CO.y PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this l day of rXIz eY , 2018 ("Effective Date"), by and between the CITY OF BOZEMAN, MONTANA, a self governing municipal corporation organized and existing under its Charter and the laws of the State of Montana, 121 North Rouse Street, Bozeman, Montana, with a mailing address of PO Box 1230,Bozeman, MT 59771, hereinafter referred to as "City,"and MarshallGIS, with a principal place of business at 2915 N. Cole Rd., Boise ID 83704, hereinafter referred to as "Contractor." In consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency whereof being hereby acknowledged, the parties hereto agree as follows: 1. Purpose: City agrees to enter this Agreement with Contractor for Automatic Vehicle Location("AVL")hardware, software license, and services described in: Exhibit A Master License Agreement Exhibit B, Services Agreement, and Exhibit C, Software Maintenance and Services Delivery Agreement which by this reference are made a part hereof. In the event of conflict with an Exhibit to this Agreement, this main body of this Agreement will govern. In addition, no Statement of Work or other attachment incorporated into this Agreement after execution of this main body of this Agreement will be construed to amend this main body unless it specially states its intent to do so and cites the section or sections amended. 2. Term/Effective Date: This Agreement is effective upon the date of its execution and will terminate one year after the Effective Date unless renewed as provided herein. 3. Scope of Services: Contractor will perform the work and provide the services in accordance with the requirements of the Scope of Services.For conflicts between this Agreement and the Scope of Services, unless specifically provided otherwise,the Agreement governs. Professional Services Agreement for Automatic Vehicle Location System and Services FY 2018—FY 2019 Page 1 4. Payment: City agrees to pay Contractor in accordance with Exhibit B, Services Agreement, Section II. Any alteration or deviation from the described services that involves additional costs above the Agreement amount will be performed by Contractor after written request by the City, and will become an additional charge over and above the amount listed herein. The City must agree in writing upon any additional charges. 5. Contractor's Representations: To induce City to enter into this Agreement, Contractor makes the following representations: a. Contractor has familiarized itself with the nature and extent of this Agreement, the Scope of Services, and with all local conditions and federal, state and local laws, ordinances, rules, and regulations that in any manner may affect cost,progress or performance of the Scope of Services. b. Contractor represents and warrants to City that it has the experience and ability to perform the services required by this Agreement; that it will perform said services in a professional, competent and timely manner and with diligence and skill; that it has the power to enter into and perform this Agreement and grant the rights granted in it; and that its performance of this Agreement shall not infringe upon or violate the rights of any third parry,whether rights of copyright,trademark, privacy, publicity, libel, slander or any other rights of any nature whatsoever, or violate any federal, state and municipal laws. The City will not determine or exercise control as to general procedures or formats necessary to have these services meet this warranty. 6. Independent Contractor Status/Labor Relations: The parties agree that Contractor is an independent contractor for purposes of this Agreement and is not to be considered an employee of the City for any purpose. Contractor is not subject to the terms and provisions of the City's personnel policies handbook and may not be considered a City employee for workers' compensation or any other purpose. Contractor is not authorized to represent the City or otherwise bind the City in any dealings between Contractor and any third parties. Contractor shall comply with the applicable requirements of the Workers' Compensation Act, Title 39, Chapter 71, MCA, and the Occupational Disease Act of Montana, Title 39, Chapter 71, MCA. Contractor shall maintain workers' compensation coverage for all members and employees of Contractor's business, except for those members who are exempted by law. Contractor shall furnish the City with copies showing one of the following: (1) a binder for workers' compensation coverage by an insurer licensed and authorized to provide workers' compensation insurance in the State of Montana; or (2) proof of exemption from workers' compensation granted by law for independent contractors. Professional Services Agreement for Automatic Vehicle Location System and Services FY 2018—FY 2019 Page 2 In the event that, during the term of this Agreement, any labor problems or disputes of any type arise or materialize which in turn cause any services to cease for any period of time, Contractor specifically agrees to take immediate steps, at its own expense and without expectation of reimbursement from City, to alleviate or resolve all such labor problems or disputes. The specific steps Contractor shall take shall be left to the discretion of Contractor; provided, however, that Contractor shall bear all costs of any related legal action. Contractor shall provide immediate relief to the City so as to permit the services to continue at no additional cost to City. Contractor shall indemnify, defend, and hold the City harmless from any and all claims, demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurring in connection with any labor problems or disputes or any delays or stoppages of work associated with such problems or disputes. 7. Indemnity/Waiver of Claims/Insurance: For other than professional services rendered,to the fullest extent permitted by law, Contractor agrees to release, defend, indemnify, and hold harmless the City, its agents, representatives, employees, and officers (collectively referred to for purposes of this Section as the City) from and against any and all claims, demands, actions, fees and costs (including attorney's fees and the costs and fees of expert witness and consultants), losses, expenses, liabilities (including liability where activity is inherently or intrinsically dangerous) or damages of whatever kind or nature connected therewith and without limit and without regard to the cause or causes thereof or the negligence of any party or parties that may be asserted against, recovered from or suffered by the City occasioned by, growing or arising out of or resulting from or in any way related to: (i) the negligent, reckless, or intentional misconduct of the Contractor; or (ii) any negligent,reckless, or intentional misconduct of any of the Contractor's agents. For the professional services rendered, to the fullest extent permitted by law, Contractor agrees to indemnify and hold the City harmless against claims, demands, suits, damages, losses, and expenses,including reasonable defense attorney fees,to the extent caused by the negligence or willful misconduct of the Contractor or Contractor's agents or employees. Such obligations shall not be construed to negate,abridge,or reduce other rights or obligations of indemnity that would otherwise exist. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of the indemnitee(s) which would otherwise exist as to such indemnitee(s). Contractor's indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by City. Professional Services Agreement for Automatic Vehicle Location System and Services FY 2018—FY 2019 Page 3 Should any indemnitee described herein be required to bring an action against the Contractor to assert its right to defense or indemnification under this Agreement or under the Contractor's applicable insurance policies required below the indemnitee shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the Contractor was obligated to defend the claim(s) or was obligated to indemnify the indemnitee for a claim(s) or any portion(s)thereof. In the event of an action filed against City resulting from the City's performance under this Agreement,the City may elect to represent itself and incur all costs and expenses of suit. Contractor also waives any and all claims and recourse against the City or its officers, agents or employees, including the right of contribution for loss or damage to person or property arising from, growing out of,or in any way connected with or incident to the performance of this Agreement except"responsibility for his own fraud,for willful injury to the person or property of another, or for violation of law,whether willful or negligent" as per 28-2-702,MCA. These obligations shall survive termination of this Agreement and the services performed hereunder. In addition to and independent from the above,Contractor shall at Contractor's expense secure insurance coverage through an insurance company or companies duly licensed and authorized to conduct insurance business in Montana which insures the liabilities and obligations specifically assumed by the Contractor in this Section. The insurance coverage shall not contain any exclusion for liabilities specifically assumed by the Contractor in subsection(a)of this Section. The insurance shall cover and apply to all claims, demands, suits, damages, losses, and expenses that may be asserted or claimed against, recovered from, or suffered by the City without limit and without regard to the cause therefore and which is acceptable to the City and Contractor shall furnish to the City an accompanying certificate of insurance and accompanying endorsements in amounts not less than as follows: • Workers' Compensation—statutory; • Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; • Automobile Liability- $1,000,000 property damage/bodily injury per accident; and • Professional Liability- $1,000,000 per claim; $2,000,000 annual aggregate. Professional Services Agreement for Automatic Vehicle Location System and Services FY 2018—FY 2019 Page 4 The above amounts shall be exclusive of defense costs. The City of Bozeman, its officers, agents, and employees, shall be endorsed as an additional or named insured on a primary non- contributory basis on both the Commercial General and Automobile Liability policies. The insurance and required endorsements must be in a form suitable to City and shall include no less than a thirty (30) day notice of cancellation or non-renewal. The City must approve all insurance coverage and endorsements prior to the Contractor commencing work. Contractor shall notify City within two (2) business days of Contractor's receipt of notice that any required insurance coverage will be terminated or Contractor's decision to terminate any required insurance coverage for any reason. The City must approve all insurance coverage and endorsements prior to the Contractor commencing work. 8. Termination for Contractor's Fault: a. If Contractor refuses or fails to timely do the work, or any part thereof, or fails to perform any of its obligations under this Agreement, or otherwise breaches any terms or conditions of this Agreement, the City may, by written notice,terminate this Agreement and the Contractor's right to proceed with all or any part of the work ("Termination Notice Due to Contractor's Fault"). The City may then take over the work and complete it,either with its own resources or by re-letting the contract to any other third party. b. In the event of a termination pursuant to this Section 8, Contractor shall be entitled to payment only for those services Contractor actually rendered. C. Any termination provided for by this Section 8 shall be in addition to any other remedies to which the City may be entitled under the law or at equity. d. In the event of termination under this Section 8, Contractor shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 9. Termination for City's Convenience: a. Should conditions arise which, in the sole opinion and discretion of the City, make it advisable to the City to cease performance under this Agreement City may terminate this Agreement by written notice to Contractor ("Notice of Termination for City's Convenience"). The termination shall be effective in the manner specified in the Notice of Professional Services Agreement for Automatic Vehicle Location System and Services FY 2018—FY 2019 Page 5 Termination for City's Convenience and shall be without prejudice to any claims that the City may otherwise have against Contractor. b. Upon receipt of the Notice of Termination for City's Convenience, unless otherwise directed in the Notice, the Contractor shall immediately cease performance under this Agreement and make every reasonable effort to refrain from continuing work, incurring additional expenses or costs under this Agreement and shall immediately cancel all existing orders or contracts upon terms satisfactory to the City. Contractor shall do only such work as may be necessary to preserve,protect, and maintain work already completed or immediately in progress. C. In the event of a termination pursuant to this Section 9, Contractor is entitled to payment only for those services Contractor actually rendered on or before the receipt of the Notice of Termination for City's Convenience. d. The compensation described in Section 9(c) is the sole compensation due to Contractor for its performance of this Agreement. Contractor shall, under no circumstances, be entitled to claim or recover consequential, special,punitive,lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 10. Limitation on Contractor's Damages; Time for Asserting Claim: a. In the event of a claim for damages by Contractor under this Agreement, Contractor's damages shall be limited to contract damages and Contractor hereby expressly waives any right to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature or kind. b. In the event Contractor wants to assert a claim for damages of any kind or nature, Contractor shall provide City with written notice of its claim, the facts and circumstances surrounding and giving rise to the claim, and the total amount of damages sought by the claim, within thirty (30) days of the facts and circumstances giving rise to the claim. In the event Contractor fails to provide such notice, Contractor shall waive all rights to assert such claim. Professional Services Agreement for Automatic Vehicle Location System and Services FY 2018—FY 2019 Page 6 11. Representatives: a. City's Representative: The City's Representative for the purpose of this Agreement shall be Carrie Shockley or such other individual as City shall designate in writing. Whenever approval or authorization from or communication or submission to City is required by this Agreement, such communication or submission shall be directed to the City's Representative and approvals or authorizations shall be issued only by such Representative; provided,however,that in exigent circumstances when City's Representative is not available, Contractor may direct its communication or submission to other designated City personnel or agents as listed above and may receive approvals or authorization from such persons. b. Contractor's Representative: The Contractor's Representative for the purpose of this Agreement shall be Elizabeth Marshall or such other individual as Contractor shall designate in writing. Whenever direction to or communication with Contractor is required by this Agreement,such direction or communication shall be directed to Contractor's Representative; provided, however, that in exigent circumstances when Contractor's Representative is not available, City may direct its direction or communication to other designated Contractor personnel or agents. 12. Permits: Contractor shall provide all notices, comply with all applicable laws, ordinances,rules,and regulations,obtain all necessary permits,licenses,including a City of Bozeman business license, and inspections from applicable governmental authorities, and pay all fees and charges in connection therewith. 13 Laws and Regulations: Contractor shall comply fully with all applicable state and federal laws, regulations, and municipal ordinances including, but not limited to, all workers' compensation laws, all environmental laws including, but not limited to,the generation and disposal of hazardous waste, the Occupational Safety and Health Act (OSHA), the safety rules, codes, and provisions of the Montana Safety Act in Title 50, Chapter 71,MCA, all applicable City, County, and State building and electrical codes, the Americans with Disabilities Act, and all non-discrimination, affirmative action, and utilization of minority and small business statutes and regulations. 14. Nondiscrimination: The Contractor agrees that all hiring by Contractor of persons performing this Agreement shall be on the basis of merit and qualifications. The Contractor will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti-discrimination laws,regulations, and contracts. The Contractor will not refuse employment to a person,bar a person from employment,or discriminate against a person in compensation or in a term, condition,or privilege of employment because of race,color,religion, creed,political ideas, sex,age, Professional Services Agreement for Automatic Vehicle Location System and Services FY 2018—FY 2019 Page 7 marital status, national origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of the position require an age, physical or mental disability, marital status or sex distinction. The Contractor shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations promulgated thereunder. The Contractor shall require these nondiscrimination terms of its subcontractors providing services under this agreement. 15. Intoxicants; DOT Drug and Alcohol Regulations/Safety and Training: Contractor shall not permit or suffer the introduction or use of any intoxicants,including alcohol or illegal drugs, by any employee or agent engaged in services to the City under this Agreement while on City property or in the performance of any activities under this Agreement. Contractor acknowledges it is aware of and shall comply with its responsibilities and obligations under the U.S.Department of Transportation (DOT)regulations governing anti-drug and alcohol misuse prevention plans and related testing. City shall have the right to request proof of such compliance and Contractor shall be obligated to furnish such proof. The Contractor shall be responsible for instructing and training the Contractor's employees and agents in proper and specified work methods and procedures. The Contractor shall provide continuous inspection and supervision of the work performed. The Contractor is responsible for instructing his employees and agents in safe work practices. 16. Modification and Assignability: This Agreement may not be enlarged, modified or altered except by written agreement signed by both parties hereto. The Contractor may not subcontract or assign Contractor's rights, including the right to compensation or duties arising hereunder,without the prior written consent of City. Any subcontractor or assignee will be bound by all of the terms and conditions of this Agreement. 17. Reports/Accountability/Public Information: Contractor agrees to develop and/or provide documentation as requested by the City demonstrating Contractor's compliance with the requirements of this Agreement. Contractor shall allow the City, its auditors, and other persons authorized by the City to inspect and copy its books and records for the purpose of verifying that the reimbursement of monies distributed to Contractor pursuant to this Agreement was used in compliance with this Agreement and all applicable provisions of federal, state, and local law. The Contractor shall not issue any statements, releases or information for public dissemination without prior approval of the City. 18. Non-Waiver: A waiver by either party any default or breach by the other party of any terms or conditions of this Agreement does not limit the other party's right to enforce such term or Professional Services Agreement for Automatic Vehicle Location System and Services FY 2018—FY 2019 Page 8 conditions or to pursue any available legal or equitable rights in the event of any subsequent default or breach. 19. Attorney's Fees and Costs: In the event it becomes necessary for either Party to retain an attorney to enforce any of the terms or conditions of this Agreement or to give any notice required herein, then the prevailing Party or the Parry giving notice shall be entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel to include City Attorney. 20. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all appropriate employee withholdings. 21. Dispute Resolution: a. Any claim, controversy, or dispute between the parties, their agents, employees, or representatives shall be resolved first by negotiation between senior-level personnel from each parry duly authorized to execute settlement agreements. Upon mutual agreement of the parties,the parties may invite an independent,disinterested mediator to assist in the negotiated settlement discussions. b. If the parties are unable to resolve the dispute within thirty(30) days from the date the dispute was first raised, then such dispute may only be resolved in a court of competent jurisdiction in compliance with the Applicable Law provisions of this Agreement. 22. Survival: Contractor's indemnification shall survive the termination or expiration of this Agreement for the maximum period allowed under applicable law. 23. Headings: The headings used in this Agreement are for convenience only and are not be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 24. Severability: If any portion of this Agreement is held to be void or unenforceable,the balance thereof shall continue in effect. 25. Applicable Law: The parties agree that this Agreement is governed in all respects by the laws of the State of Montana. 26. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the parties. Professional Services Agreement for Automatic Vehicle Location System and Services FY 2018—FY 2019 Page 9 27. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third party. 28. Counterparts: This Agreement may be executed in counterparts, which together constitute one instrument. 29. Integration: This Agreement and all Exhibits attached hereto constitute the entire agreement of the parties. Covenants or representations not contained therein or made a part thereof by reference,are not binding upon the parties. There are no understandings between the parties other than as set forth in this Agreement. All communications, either verbal or written, made prior to the date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this Agreement by reference. IN WITNESS WHEREOF,the parties hereto have executed this instrument the day and year first above written. CITY OF BOZEMAN, MONTANA MARSHALL AND ASSOCIATES,INC. r By By Andrea Surratt, Ci6 Mai4ager Print Name: �! A/X/ Print Title: APPROVED AS TO FORM: By Bozeman City Attorney V un tt n �s,5l�tav�� Professional Services Agreement for Automatic Vehicle Location System and Services FY 2018—FY 2019 Page 10 EXHIBIT A MASTER LICENSE AGREEMENT .-17 marshallGiS Master License Agreement This Master License Agreement(hereinafter referred to as"Agreement") is between you ("Licensee") and Marshall and Associates, Inc., dba MarshallGlS, with its principal place of business at 2915 N. Cole Rd., Boise ID, 83704 USA, (hereinafter referred to as"MarshallGlS").The Agreement includes and incorporates by reference (i)this signature page, (ii) Exhibit A: General License Terms and Conditions, (iii) Exhibit B: Software Scope of Use, and (iv) the accepted Software quote and related purchase orders. The parties acknowledge that they have read and understood this Agreement and agree to be bound by the terms and conditions. Licensee may only use the type and number of copies or seats of the Software and Documentation for which the appropriate license fees have been paid to MarshallGlS and in accordance with the licensed configuration on file with MarshallGlS Customer Support. This Agreement constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous agreements, understandings, and arrangements between the parties relating to such subject matter. Any modification(s) or amendment(s) to this Agreement must be in writing and signed by an authorized representative of each party. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and effective as of the last date written below. MARSHALL AND ASSOCIATES, INC. Ctt4 (MarshallGlS) (Licensee) By: C By: utho ized Signature Authorized Signature Printed Name: Elizabeth Marshall Printed Name: Title: CEO Title: IS 5 Date: aj /z -2 / Date: Licensee Contact Information Contact: " L h o Telephone: Address: Fax: 1F.0 Email: City: State: V%A'- zip: MarshallGlS 1 of 14 Master License Agreement Exhibit A of Master License Agreement marshallGIS General License Terms and Conditions ARTICLE 1—DEFINITIONS As used herein, the following words, phrases, or terms in this Agreement shall have the following meanings: a) Authorized Users:those employees, agents and independent contractors of the Licensee who are authorized by the Licensee to use the Software, Services and the Documentation. b) Business Day: any day which is not a Saturday, Sunday or public holiday in the US. c) Change of Control:the direct or indirect acquisition of either the majority of the voting stock, or of all, or substantially all, of the assets, of a party by another entity in a single transaction or a series of transactions. d) Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information. e) Licensee Data:the data collected by the Vehicle Feeds, Licensee,Authorized Users, or MarshallGIS on the Licensee's behalf for the purpose of using the Services or facilitating the Licensee's use of the Services. f) Normal Business Hours: [8.00 am to 6.00 pm] Mountain time, each Business Day. g) Subscription Term: defined in the Software Maintenance Agreement. h) Software: means the actual copy of all or any portion of MarshallGIS proprietary software as shown in Exhibit B, and all associated computer software code, components, dynamic link libraries (DLLs), and programs delivered on any media, including, but not limited to, online applications provided as part of the Services,virtual appliance, Platform as a Service, alpha, beta, prerelease, restricted version(s), or final commercial release provided in source, object, or executable code format(s), inclusive of backups, updates, or merged copies permitted hereunder or subsequently supplied under this Agreement. i) Services: the web or platform as a service (PaaS) services provided by MarshallGIS to the Licensee under this Agreement via www.marshallgis.com or any website notified to the Licensee by MarshallGIS from time to time as more particularly described in the Documentation. j) Documentation: means all of the printed and digital materials including, but not limited to, user documentation,training documentation, or technical information and briefings supplied under this Agreement or online via www.marshallgis.com or customer support portal or any other website notified to the Licensee from time to time. k) Software Maintenance and Services Delivery Agreement: means the agreement that defines the software maintenance and services delivery terms and payment for software and services licensed under this Agreement. 1) Standard Support and Maintenance Program: means the MarshallGIS maintenance program for providing support in relation to the Services and Software as made available at www.marshallgis.com or such other website address as may be notified to the Licensee from time to time. ARTICLE 2—INTELLECTUAL PROPERTY OWNERSHIP AND RESERVATION OF RIGHTS The Software and Documentation are owned by MarshallGIS and/or its licensor(s) and are protected by United States laws and applicable international laws, treaties, and conventions regarding intellectual property or proprietary rights. MarshallGIS and/or its licensor(s) retain all rights,title,and ownership not granted herein to all copies of the Software and Documentation licensed under this Agreement. To the extent that any modifications are allowed under this Agreement to the Software and Documentation, such modifications shall not vest any rights,title,or interest in the Software and Documentation, including without limitation any right,title or interest MarshallGIS 2 of 14 MLA Exhibit A by implication or estoppel. From the date of receipt, Licensee agrees to use reasonable effort to protect the Software and Documentation from unauthorized use, reproductions, distribution, or publication. ARTICLE 3—GRANT OF LICENSE 3.1 License In consideration of the mutual promises and covenants provided herein and for other good and valuable consideration,and conditioned upon compliance with all of the terms and conditions set forth in the Agreement, MarshallGIS grants to Licensee a personal, nonexclusive, nontransferable license as described further in Exhibit B Software License Type and Scope of Use. In addition to Licensee a personal nonexclusive, nontransferable license to access and use any secure MarshallGIS Web site resources made available to Licensee for Licensee's internal use only, provided that Licensee follows MarshallGIS' terms of use policy specified therein. All password or controlled access information provided by MarshallGIS or its authorized distributor shall be treated as MarshallGIS Confidential Information. 3.2 Beta License In the event MarshallGIS accepts Licensee into its current Beta Testing program, Licensee may be provided copies of alpha, beta, and/or prerelease (hereinafter collectively referred to as"Beta")Software for the limited purpose of testing the Beta Software in accordance with the Beta testing policies then in effect. Licensee agrees that the terms and conditions of a separate Beta Software Licensing Agreement shall, with addition to the terms and conditions of this Article 3.2 only, supersede the terms and condition of this Agreement for use of the Beta Software. Beta Software and Documentation delivered are confidential and proprietary to MarshallGIS and contain trade secrets, inclusive of unpublished specifications. In consideration of the rights granted herein, Licensee agrees to retain all Beta Software and Documentation provided to Licensee in confidence. Licensee shall maintain all results of testing in confidence and agrees not to disclose to any third party details pertaining to the Beta Software, Documentation, test results, or errors encountered. MarshallGIS reserves the right to determine which Beta Software and Documentation for subsequent interim beta release(s) or patch(es) will be made available to Licensee to test during the term of the Agreement. Beta Software is subject to change prior to its commercial release and may never be commercially released.Licensee is advised that such Software is not suitable or licensed for full use and accepts all responsibility for use of the same and any results generated. 3.3 Evaluation License MarshallGIS may from time to time extend a limited term evaluation license(s)under the terms of this Agreement, for the duration authorized in any supporting documentation supplied by MarshallGIS. Any evaluation license subsequently converted to a full use license is also subject to the terms of this Agreement. 3.4 Consultant Access Licensee may provide access to the Software or Documentation to any consultant or contractor of Licensee, provided that the consultant or contractor is using the Software or Documentation exclusively for the benefit of Licensee.Licensee shall be responsible for compliance by consultants or contractors with the terms and conditions of this Agreement and that the consultant or contractor had entered into a Non-Disclosure Agreement with Licensee so as to protect the Confidential Information of MarshallGIS. ARTICLE 4—SCOPE OF USE 4.1 Permitted Uses a) Licensee may(i) install and store server,single use and/or virtual appliance licensed software copies onto electronic storage device(s) and (ii) only use the Software and Documentation as described in Exhibit B MarshallGlS 3 of 14 MLA Exhibit A set forth herein and in accordance with the licensed configuration on file with MarshallGIS Customer Support or MarshallGIS authorized distributors. b) Licensee may make one (1) copy of the server, single use and/or virtual appliance licensed Software and Documentation for archival purposes during the term of this Agreement and Licensee may make routine computer backups of this licensed Software and implement a redundant installation for failover operations during the period the primary site is not operational.The redundant installation shall remain dormant except for system maintenance and updating of databases while the primary site is operational. c) Licensee may customize the Services or Software using any MarshallGIS approved customization tools, which may include a (i) macro or scripting language, (ii)open application programming interface (API),or (iii) source or object code libraries. Such modification shall be referred to as "Customized Solution." Licensee hereby grants MarshallGIS a non-exclusive, royalty-free, fully paid-up, worldwide, perpetual license to: (i) reproduce, prepare derivative works based on, and distribute all or part of any Customized Solution; and (ii) make, have made, use, offer to sell, sell, license or import any products (including software or services) under any intellectual property rights owned or licensed by Licensee which relate to all or part of any modification or methods or concepts embodied in or implemented through the execution of any Customized Solution. Licensee shall provide MarshallGIS with copies of the Customized Solution in source code form at the address supplied with the Licensed Software. d) Licensee may use, copy,or prepare derivative works of the Documentation supplied in digital format and thereafter reproduce,display,and redistribute the customized documentation only for the Licensee's own internal use.The portion(s)of the Documentation supplied in digital format merged with other software and printed or digital documentation shall continue to be subject to the terms and conditions of this Agreement and shall provide the following copyright attribution notice acknowledging the proprietary rights of MarshallGIS and its licensor(s) in the Documentation supplied in digital format: "Portions of this document include intellectual property of Marshall and Associates, Inc., and its licensor(s) and are used herein under license.Copyright© 2016 MARSHALL AND ASSOCIATES, INC.ALL RIGHTS RESERVED." e) The Licensee shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify MarshallGIS. 4.2 Uses Not Permitted a) Licensee shall not sell; rent; lease; sublicense; lend; assign; time-share; or act as a service bureau or Application Service Provider (ASP) that allows third party access to the Services, Software and Documentation except as provided herein; or transfer, in whole or in part, access to prior or present versions of the Services, Software or Documentation, any updates, or Licensee's rights under this Agreement. b) Licensee shall not redistribute the Software developer license authorization file(s). c) Licensee shall not redistribute the Services or Software, in whole or in part, including, but not limited to, extensions, components, or DLLs without the prior written approval of MarshallGIS as set forth in an appropriate redistribution license agreement. d) Licensee shall not reverse engineer, decompile, disassemble, or otherwise reduce to human perceivable form all or any part of the Services,Software or Documentation,except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction in order to protect MarshallGIS and its licensor(s) trade secrets and Confidential Information contained in the Services, Software or Documentation. MarshallGlS 4 of 14 MLA Exhibit A e) Licensee shall not make any attempt to circumvent the technological measure(s) (e.g., License Manager, etc.)that controls access to or use of the Services,Software or Documentation, except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction. f) Licensee shall not use the Software to transfer or exchange any material where such transfer or exchange is prohibited by copyright or any other law. g) Licensee shall not remove or obscure any MarshallGIS or its licensor(s) patent, copyright, trademark, or proprietary rights notices contained in or affixed to the Services,Software or Documentation. h) other than during a reasonable transition time during an upgrade, Licensee shall not continue to use old versions of the Services, Software or Documentation in addition to the updated versions such that Licensee exceeds the quantity of licenses granted. i) Licensee shall not, except to the extent expressly permitted under this Agreement attempt to copy, modify,duplicate,create derivative works from,frame, mirror, republish,download,display,transmit,or distribute all or any portion of the Services, Software and/or Documentation (as applicable) in any form or media or by any means;or j) Licensee shall not access all or any part of the Software,Services and/or Documentation in order to build a product or service which competes with the Software,Services and/or the Documentation. ARTICLE 5—SERVICES 5.2 Services Delivery a) MarshallGIS shall,during the Subscription Term, provide the Services and make available the Documentation to the Licensee on and subject to the terms of this Agreement. The Subscription Term is defined in the Software Maintenance Agreement. b) MarshallGIS may provide hardware components as part of the Services. GPS hardware will be replaced at no cost provided hardware does not need to be replaced due to incorrect(i)storage; (ii) installation; (iii) use; (iv) maintenance; (v) service; or(vi) repair by Licensee; or due to any form of alteration, misuse, neglect, abuse, or accident affecting the hardware. 5.3 Licensee Data a) The Licensee shall own all rights,title and interest in and to all of the Licensee Data however, MarshallGIS reserves the right to use and to allow third parties to use anonymous location,time,speed and other information obtained from Vehicles for traffic information,journey data analysis, mapping,fleet benchmarking or other related purposes. b) MarshallGIS shall follow its archiving procedures for Licensee Data as set out in its Back-Up Policy available on request,as such document may be amended by MarshallGIS in its sole discretion from time to time. In the event of any loss or damage to Licensee Data,the Licensee's sole and exclusive remedy shall be for MarshallGIS to use reasonable commercial endeavors to restore the lost or damaged Licensee Data from the latest back-up of such Licensee Data maintained by MarshallGIS in accordance with the archiving procedure described in its Back-Up Policy. MarshallGIS shall not be responsible for any loss,destruction, alteration or disclosure of Licensee Data caused by any third party(except those third parties sub- contracted by MarshallGIS to perform services related to Licensee Data maintenance and back-up). MarshallGIS 5 of 14 MCA Exhibit A 5.4 MarshallGIS' Obligations a) MarshallGIS undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care. b) The undertaking at clause 5.4(a)shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to MarshallGIS' instructions, or modification or alteration of the Services by any party other than MarshallGIS or MarshallGIS'duly authorized contractors or agents. If the Services do not conform to the foregoing undertaking, MarshallGIS will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly,or provide the Licensee with an alternative means of accomplishing the desired performance.Such correction or substitution constitutes the Licensee's sole and exclusive remedy for any breach of the undertaking set out in clause 5.4. Notwithstanding the foregoing, MarshallGIS: i. does not warrant that the Licensee's use of the Services will be uninterrupted or error-free; nor that the Services,Software, Documentation and/or the information obtained by the Licensee through the Services will meet the Licensee's requirements; and ii. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet,and the Licensee acknowledges that the Services,Software,and Documentation may be subject to limitations,delays and other problems inherent in the use of such communications facilities. c) This Agreement shall not prevent MarshallGIS from entering into similar agreements with third parties,or from independently developing, using,selling or licensing documentation, products and/or services which are similar to those provided under this Agreement. d) MarshallGIS warrants that it has and will maintain all necessary licenses,consents,and permissions necessary for the performance of its obligations under this Agreement. 5.5 Licensee's Obligations The Licensee shall: a) provide MarshallGIS with: (i) all necessary co-operation in relation to this Agreement; and (ii) all necessary access to such information as may be required by MarshallGIS in order to render the Services, including but not limited to Licensee Data,security access information and configuration services; b) comply with all applicable laws and regulations with respect to its activities under this Agreement; c) carry out all other Licensee responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Licensee's provision of such assistance as agreed by the parties, MarshallGIS may adjust any agreed timetable or delivery schedule as reasonably necessary; d) ensure that the Authorized Users use the Services,software and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorized User's breach of this Agreement; e) obtain and shall maintain all necessary licenses,consents, and permissions necessary for MarshallGIS, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services; Marshal/GIS 6 of 14 MLA Exhibit A f) ensure that its network and systems comply with the relevant specifications provided by MarshallGIS from time to time; and g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to MarshallGIS' data centers,and all problems,conditions, delays, delivery failures and all other loss or damage arising from or relating to the Licensee's network connections or telecommunications links or caused by the internet. 5.6 License, Risk of Loss,and Title Interests MarshallGIS grants the Licensee a limited, non-transferable license to use GPS tracking unit provided to it by MarshallGIS for the purposes of the Agreement and for the Subscription Term. The Licensee assumes the risk of any loss,fire, damage, and theft of GPS tracking unit after delivery to the Licensee. ARTICLE 6—MAINTENANCE Maintenance consists of Services,Software and Documentation updates and access to technical support and other benefits specified in the most current applicable MarshallGIS master Software Maintenance and Services Delivery Agreement then in force between MarshallGIS and Licensee. ARTICLE 7—TERM AND TERMINATION a) The license granted to Licensee by this Agreement shall commence upon the acceptance of this Agreement. b) Without prejudice to any other rights or remedies to which the parties may be entitled,either party may terminate this Agreement without liability to the other if: L the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable)fails to remedy that breach within 30 days of that party being notified in writing of the breach;or ii. an order is made or a resolution is passed for the winding up of the other party,or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or iii. an order is made for the appointment of an administrator to manage the affairs, business and property of the other party,or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party,or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder; or iv. a receiver is appointed of any of the other party's assets or undertaking,or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party,or if any other person takes possession of or sells the other party's assets;or V. the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;or vi. the other party ceases,or threatens to cease,to trade;or vii. there is a change of control of the other party; or viii. the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt. c) On termination of this Agreement for any reason: L all licenses granted under this Agreement shall immediately terminate; MarshallGIS 7 of 14 MLA Exhibit A ii. each party shall return and make no further use of any equipment, property, Documentation and other items(and all copies of them) belonging to the other party; iii. MarshallGIS may destroy or otherwise dispose of any of the Subscriber Data in its possession unless MarshallGIS receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Subscriber of the then most recent back-up of the Licensee Data. MarshallGIS shall use reasonable commercial endeavors to deliver the back-up to the Licensee within 30 days of its receipt of such a written request, provided that the Licensee has,at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination).The Licensee shall pay all reasonable expenses incurred by MarshallGIS in returning or disposing of Licensee Data;and iv. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced. ARTICLE 8—LIMITED WARRANTIES AND DISCLAIMERS 8.1 Limited Warranties For a period of ninety(90)days from the later of the date of keycode issuance or delivery of the Services,Software and Documentation to Licensee,MarshallGIS represents and warrants that(i)the unmodified Services or Software will substantially conform to the published Documentation given a MarshallGIS approved environment for the Services or Software described in Exhibit B and (ii) the media upon which the Services, Software and Documentation is provided will be free from defects in materials and workmanship under normal use and service. 8.2 General Disclaimer EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, MARSHALLGIS DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS, CONDITIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES FOR NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ANY AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. MARSHALLGIS'SUPPLIERS AND LICENSORS DO NOT MAKE OR PASS ON TO YOU OR ANY THIRD PARTY ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTY OR REPRESENTATION, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES FOR NONINFRINGEMENT. MARSHALLGIS DOES NOT WARRANT THAT THE SOFTWARE OR DOCUMENTATION WILL MEET LICENSEE'S NEEDS, OR THAT LICENSEE'S OPERATION OF THE SAME WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL NONCOMFORMITIES CAN OR WILL BE CORRECTED. 8.3 Exclusive Remedy Licensee's exclusive remedy and MarshallGIS' entire liability for breach of the limited warranties set forth in this Article 8 shall be limited, at MarshallGIS' sole discretion, to (i) replacement of any defective media; (ii) repair, correction,or a work-around for the Services or Software subject to the MarshallGIS Customer Standard Support and Maintenance Program; or (iii) return of the license fees paid by Licensee for the Services, Software or Documentation that does not meet MarshallGIS' Limited Warranty, provided that Licensee uninstalls, removes, and destroys all copies of installed Software or Documentation, or removes access to hosted services, and executes and delivers to MarshallGIS or its distributor a Certification of Uninstallation and Destruction in a form acceptable to MarshallGIS. In no event shall Licensee's remedy include a refund, credit or discount for any implementation fees paid by Licensee that are not actual license fees paid to MarshallGIS. By way of example, such implementation fees include fees for any implementation services, including without limitation, any fees Marshal/GIS 8 of 14 MLA Exhibit A associated with installing,training travel or otherwise preparing the Services,Software or Documentation for use by the Licensee. ARTICLE 9—LIMITATION OF LIABILITY 9.1 Disclaimer of Certain Types of Liability In no event shall MarshallGIS or its licensor(s) be liable to Licensee for costs of procurement of substitute goods or services; lost profits; lost sales or business expenditures; investments;or commitments in connection with any business, loss of any goodwill, or for any indirect, special, incidental, or consequential damages arising out of or related to this Agreement or use of the Services, Software or Documentation, however caused, on any theory of liability, and whether or not MarshallGIS or its licensor(s) has been advised of the possibility of such damage. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. 9.2 General Limitation of Liability IN NO EVENT WILL MARSHALLGIS'TOTAL CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND,INCLUDING,BUT NOT LIMITED TO,CONTRACT,TORT(INCLUDING NEGLIGENCE),STRICT LIABILITY, BREACH OF WARRANTY, MISPREPRESENTATION, OR OTHERWISE, EXCEED THE AMOUNTS PAID TO MARSHALLGIS BY LICENSEE FOR SERVICES, SOFTWARE AND DOCUMENTATION DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ROSE. 9.3 Applicability of Disclaimers and Limitations Licensee agrees that the limitations of liability and disclaimers set forth in this Agreement will apply regardless of whether Licensee has accepted the Services,Software or Documentation or any other product or service delivered by MarshallGIS.The parties agree that MarshallGIS has set its prices and entered into this Agreement in reliance upon the disclaimers and limitations set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties. 9.4 Applicability of Disclaimers and Limitations SUBSCRIBER EXPRESSLY UNDERSTANDS AND AGREES THAT IT HAS NO CONTRACTUAL RELATIONSHIP WHATSOEVER WITH THE UNDERLYING WIRELESS SERVICE PROVIDER OR ITS AFFILIATES OR CONTRACTORS AND THAT SUBSCRIBER IS NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN MARSHALLGIS AND THE UNDERLYING CARRIER. IN ADDITION,SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE UNDERLYING CARRIER AND ITS AFFILIATES AND CONTRACTORS SHALL HAVE NO LEGAL,EQUITABLE,OR OTHER LIABILITY OF ANY KIND TO SUBSCRIBER AND SUBSCRIBER HEREBY WAIVES ANY AND ALL CLAIMS OR DEMANDS THEREFOR. ARTICLE 10—INFRINGEMENT INDEMNITY 10.1 MarshallGIS shall defend, indemnify,and hold harmless Licensee from and against any loss, liability, cost,or expense including reasonable attorneys'fees,which may be incurred by Licensee against any claims, actions,or demands by a third party alleging that the Services,Software or Documentation infringes a U.S. patent, copyright,or trademark provided: a) Licensee promptly notifies MarshallGIS in writing of the claims, actions, or demands thereof; b) MarshallGIS has sole control of the defense of any claims,actions,or demands and negotiations related to the defense,or settlement of claims, actions,or demands, including the right to select counsel; MarshaliGlS 9 of 14 MLA Exhibit A c) Licensee cooperates fully in the investigation and defense of the claims,actions or demands; and d) Licensee does not make any admission or enter any settlement or agreement with any person or party who is in any manner related to such claims,actions,or demands without the prior written consent of MarshallGIS. 10.2 If MarshallGIS believes that the Services,Software or Documentation is or will become the subject of an infringement claim,or in the event that use of the Services,Software or Documentation is enjoined, MarshallGIS, at its own expense, may in its sole discretion either(i)obtain the right for Licensee to continue using the Services,Software or Documentation or(ii) modify the Services,Software or Documentation to make it non-infringing while maintaining substantially similar software functionality or data/informational content. If neither of such alternatives is commercially practical,the infringing items shall be returned to MarshallGIS,or access to MarshallGIS hosted Services or Software will be removed from Licensee's users,and MarshallGIS' sole liability shall be to refund license fees paid by Licensee prorated on a twenty percent(20%) per year straight line depreciation basis over a five (5)year period from the date of delivery. 10.3 MarshallGIS shall have no obligation hereunder to defend Licensee or to pay any resulting costs,damages, or reasonable attorneys'fees for or with respect to any claims,actions,or demands alleging(i) infringement that arises by reason of combination of non-infringing items, however acquired, with any items not supplied by MarshallGIS; (ii) infringement to the extent arising from material alteration of the Services, Software or Documentation by anyone other than MarshallGIS, its agents, or its contractors; (iii) the direct or contributory infringement of any process patent by Licensee through the use of the Services,Software or Documentation other than a process patent that is necessarily infringed by the internal processes executed within the Software itself when the Software is executed for its intended purpose;or(iv)continued allegedly infringing activity by Licensee after it has been notified of the possible infringement. 10.4 THE FOREGOING IN THIS ARTICLE 10 STATES THE ENTIRE OBLIGATION OF MarshallGIS WITH RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. ARTICLE 11—CONFIDENTIAL INFORMATION 11.1 During the term of this Agreement and from then on, each party will hold in strictest reasonable confidence, and not directly or indirectly use, disclose, transfer, sell, license, publish, reproduce or otherwise reveal, any Confidential Information without the other party's written permission. Any Confidential Information acquired by either party is and remains the property of the other party. Each party will secure and protect the other's Confidential Information in a manner sufficient to prevent such disclosure and will take appropriate action by instruction or agreement with its employees or other agents who are permitted access to the Confidential Information to satisfy its obligations under this Article 11. For purposes of this Agreement, "Confidential Information"includes information of any kind whatsoever that either party may reasonably regard as confidential information, including without limitation trade secrets, technical, business, marketing, and financial information however embodied. The Confidential Information of MarshallGIS shall include all aspects of the Software or Documentation as well as any other materials developed for and/or delivered to Licensee by MarshallGIS pursuant to this Agreement. 11.2 Information that: (i)is or becomes publicly available through no act or omission of the party receiving the information ("Receiving Party"); (ii) is rightfully received by the Receiving Party from a third party without restriction on disclosure; (iii) is independently developed by the Receiving Party without reference to, or use of, the information; (iv) is previously rightfully known to the Receiving Party, or(v) is disclosed pursuant to law or in response to an order of a court of competent jurisdiction or government authority, for purposes of this Agreement,shall not be considered Confidential Information. MarshallGIS 10 of 14 MLA Exhibit A ARTICLE 12-GENERAL PROVISIONS 12.1 Export Control Regulations Licensee expressly acknowledges and agrees that Licensee shall not export, re-export, or provide access to, or provide the Software or Documentation, in whole or in part, to (i) any country in which the United States has embargoed goods; (ii) any person on the U.S. Treasury Department's list of Specially Designated Nationals; (iii) any person or entity on the U.S. Commerce Department's Table of Denial Orders; or (iv) any person or entity where such export, re-export, or provision violates any U.S. export control law or regulation. Licensee shall not export the Software and/or Documentation or any underlying information or technology to any facility in violation of these or other applicable laws and regulations. Licensee represents and warrants that it is not a national, resident, located in or under the control of, or acting on behalf of any person, entity, or country subject to such U.S. export controls. 12.2 Taxes and Fees,Shipping Charges License fees quoted to Licensee are exclusive of any and all taxes or fees including, but not limited to, sales tax, use tax,value-added tax(VAT),customs,duties,or tariffs, and shipping and handling charges. 12.3 No Implied Waivers The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision. 12.4 Severability The parties mutually agree that if any provision of this Agreement is held to be unenforceable for any reason,such provision shall be reformed only to the extent necessary to make the intent of the language enforceable. 12.5 Assignment a) Licensee shall not,without the prior written consent of MARSHALLGIS,assign,transfer, charge,sub- contract or deal in any other manner with all or any of its rights or obligations under this Agreement. b) MARSHALLGIS may at any time assign,transfer,charge,sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. 12.6 Survival of Terms The provisions of Articles 7, 8, 9, 10, and 11 of this Agreement shall survive the expiration or termination of this Agreement for any reason. 12.7 Equitable Relief Licensee agrees that any breach of this Agreement by Licensee may cause irreparable harm and that, in the event of such breach, in addition to any and all remedies at law, MarshallGIS shall have the right to seek an injunction, specific performance,or other equitable relief in any court of competent jurisdiction to prevent violation of these terms and without the requirement of posting a bond or undertaking or proving injury as a condition of relief. 12.8 Commercial Terms and Conditions This Agreement contains MarshallGIS' commercial terms and conditions. Licensee's rights in the Services, Software and Documentation are strictly limited to the uses granted by this Agreement pursuant to FAR 12.211, FAR 12.212,and DFARS 227.7202. In the event any court,arbitrator,or board holds that the U.S.Government has greater rights to any portion of the Services, Software or Documentation, such rights shall extend only to the portion(s)affected and use,duplication,or disclosure by the U.S.Government is subject to restrictions as provided in FAR 52.227-19 (June 1987), FAR 52.227-14 (ALT III) (June 1987), DFARS 252.227-7015 (NOV 1995), or NFS MarshallGlS 11 of 14 MLA Exhibit 1852.227-86 (December 1987), as applicable. No other license terms or conditions shall apply unless expressly agreed in writing by MarshallGIS and Licensee. 12.9 Governing Law,Arbitration a) Licensees in the United States of America, Its Possessions, and Territories - This Agreement shall be governed by and construed in accordance with the laws of the State of Montana without reference to conflict of laws principles. Except as provided in Article 12.7 above, any controversy or claim arising out of or relating to this Agreement,or the breach thereof,which cannot be settled through negotiation,shall be finally settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. If Licensee is a U.S. Government agency, this Agreement is subject to the Contract Disputes Act of 1978,as amended(41 U.S.C.601-603), in lieu of the Arbitration provisions of this clause. b) All Other Licenses—All disputes arising in connection with the present Agreement that cannot be settled through negotiation shall be finally settled under the Rules of the American Arbitration Association by one (1)arbitrator appointed in accordance with said Rules.The language of the arbitration shall be in English. The place of the arbitration shall be at a mutually agreed upon location. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Either party shall, at the request of the other, make available documents or witnesses relevant to the major aspects of the dispute. 12.10 Entire Agreement This Agreement constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous agreements,understandings,and arrangements between the parties relating to such subject matter. Any modification(s) or amendment(s) to this Agreement must be in writing and signed by an authorized representative of each party. 12.11 Force Majeure MARSHALLGIS shall have no liability to the Licensee under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts,events,omissions or accidents beyond its reasonable control, including,without limitation,strikes, lock-outs or other industrial disputes(whether involving the workforce of MARSHALLGIS or any other party),failure of a utility service or transport or telecommunications network,act of God,war, riot,civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction,accident, breakdown of plant or machinery,fire,flood,storm or default of MARSHALLGIS or its sub-contractors, provided that the Licensee is notified of such an event and its expected duration. 12.12 Attorney Fees If any proceeding is brought concerning anything about this Agreement, the prevailing party shall recover from the other all reasonable attorney fees and costs incurred in proceeding and in any appeal thereof, in addition to any other relief to which it may be entitled. MarshallGlS 12 of 14 MLA Exhibit Exhibit B of Master License Agreement marshallGIS Software License Type and Scope of Use The following software products are licensed as part of the MarshallGIS Master License Agreement. The license type and scope of use for each MarshallGIS Software or Services product identified below is described in the associated applicable footnote listed below. ProductID Subject ❑ KNXSW001 Server GeoKNX®Server a ❑ KNXSW002 Server GeoKNX°Server-GIS only a ❑ KNXSW010 Mobile GeoKNX° Mobile b ❑ KNXSW011 Mobile GeoKNX° Mobile (OEM) b ❑ KNXSW012 Mobile GeoKNX° Mobile (OEM GDB) b ❑ KNXSW013 Mobile GeoKNX° Mobile-GIS only b ❑ KNXSW014 Mobile GeoKNX® Mobile(OEM) -GIS only b ❑ KNXSW015 Mobile GeoKNX° Mobile(OEM GDB)-GIS only b ❑ KNXSW030 Spatial Administrator GeoKNX°Spatial Administrator b ❑ KNXSW040 Sync GeoKNX°Sync b ❑ GRSW072 Toolbox GeoKNX°Toolbox b ❑ GRSW073 AddressLink GeoKNX°AddressLink b x LiGO-001 PaaS Services LiGO° c ❑ LiGOV-001 Virtual Appliance PaaS Services LiGO°-V d x LiGOA-001 Web Services LiGO°-Access a a Licensed as a "server license" for each server. "Server license" means a license for the server Software that resides on a per computer server basis and provides services to multiple users in a global client/server distributed computing environment. Licensee is authorized to use the number of server licenses paid for under the recurring Software Maintenance and Services Delivery Agreement. b Licensed as a "single use license" for each end user that will use the Software or Documentation. "Single use license" means a license must be dedicated for each computer or network access point that has user rights for the Software or Documentation. Licensee is authorized is to the number of single use licenses paid for under the recurring Software Maintenance and Services Delivery Agreement. Licensed as a "platform as a service license" or PaaS license for each server. "PaaS license" means a license to use the hosted Services and Documentation, data, connected telematics devices with data connectivity. Licensee is authorized to use the PaaS license for the number of connected devices that are paid for under the recurring Software Maintenance and Services Delivery Agreement. Licensee is authorized to have a limited number of users of the web and mobile applications that are part of the PaaS. The authorized number of web and mobile application users is up to one-half(1/2) of the number of connected devices. Morsha11G15 13 of 14 MLA Exhibit 8 d Licensed as a "virtual appliance license"for each server. "Virtual appliance license" means a license to use the virtual appliance on the licensee's server on a per computer basis and provides services to multiple users in a global client/server distributed computing environment. Licensee has a license to use the virtual appliance Services and Documentation, data, connected telematics devices with data connectivity. Licensee is authorized to use the virtual appliance license for the number of connected devices that are paid for under the recurring Software Maintenance and Services Delivery Agreement and for the number of server licenses paid for. Licensee is authorized to have an unlimited number of users of the web and mobile applications that access the virtual appliance. MarshallGlS 14 of 14 MLA Exhibit 8 EXHIBIT B SERVICES AGREEMENT SERVICES AGREEMENT MarshallGIS 2915 N Cole Rd. Boise, ID 83704 This Services Agreement is made between Marshall and Associates, Inc., dba MarshallGIS, (hereinafter "MARSHALLGIS") and City of Bozeman whose place of business is located at 121 N Rouse Ave, Bozeman, MT 59715 (hereinafter "CLIENT") for a Project generally described as LiGO delivery services (hereinafter "PROJECT"). I. SCOPE OF SERVICES MARSHALLGIS will provide LiGO as a hosted Platform as a Service for CLIENT related to the PROJECT. Please see Appendix A for detailed scope of work. MARSHALLGIS shall render its services in accordance with generally accepted professional practices. MARSHALLGIS shall, to the best of its knowledge and belief, comply with applicable laws, ordinances, codes, rules, regulations, permits and other published requirements in effect on the date this Agreement is signed. Notwithstanding any other provision(s) herein, nothing in this Agreement shall be construed so as to raise the standard of care otherwise applicable to MARSHALLGIS's services provided hereunder. 111. COMPENSATION&REIMBURSEMENT OF COSTS Services provided and costs incurred by MARSHALLGIS under this Agreement will be compensated at an as shown in Appendix B,the Investment Summary. All invoices sent by MARSHALLGIS to CLIENT shall be paid within thirty (30) days of receipt of payment by CLIENT. All billings that remain unpaid after thirty(30)days shall bear interest until paid at the rate of twelve percent (12%) per annum or the maximum rate allowed by law, whichever is less. If CLIENT fails to pay any invoice within thirty (30) days and such failure continues ten (10) days after MARSHALLGIS gives CLIENT notice of such failure, MARSHALLGIS shall have the right to terminate this Agreement immediately without liability to CLIENT.The right to terminate under the terms of this section shall be in addition to all other legal,equitable,or contractual remedies available to MARSHALLGIS. MARSHALLGIS shall be entitled to a change in compensation and/or time for performance for any changes made in the scope of the services made by CLIENT, so long as such changes do not arise from the negligence of MARSHALLGIS. The costs of any additional design services undertaken, together with any costs and additional compensation that may be due MARSHALLGIS hereunder, shall be paid to MARSHALLGIS monthly as provided in this section, and the Contract Estimate and Project Schedule shall be equitably adjusted to reflect the change. MARSHALLGIS shall not be required to perform any work connected with a change unless and until the parties have agreed on the amount of time and/or compensation associated with the change. In the event that MARSHALLGIS becomes liable for any tax, duty, tariff, or other assessment which is an obligation of the CLIENT and related to the subject matter of this Agreement, the CLIENT hereby agrees MarshallGlS Page 1 Services Agreement September 4,2018 to indemnify MARSHALLGIS for such tax, duty, tariff, or other assessment and any penalties or interest attributable thereto.This indemnification shall be binding upon the CLIENT, its assigns or successors and shall be for the benefit of MARSHALL, its assigns or successors.This indemnification by the CLIENT shall survive the termination of this Agreement. Ill.TERMS&CONDITIONS 1. Timing of Work. MARSHALLGIS shall commence work on contract signing. 2. Opinions of Cost, Financial Considerations, and Schedules. In providing opinions of cost and scheduling for the Project, MARSHALLGIS has no control over: costs or prices of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures; market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; or other economic and operational factors. Therefore, MARSHALLGIS makes no warranty that the CLIENT's future costs or schedules will not vary from MARSHALLGIS'opinions,analyses, projections or estimates. 3. Access to Facilities and Property.The CLIENT will make its facilities accessible to MARSHALLGIS as required for MARSHALLGIS' performance of its services. 4. Relationship of Parties, No Third-Party Beneficiaries. MARSHALLGIS is an independent contractor under this Agreement.This Agreement gives no rights or benefits to anyone not named as a party to this Agreement,and there are no third party beneficiaries to this Agreement. S. Subcontracts. MARSHALLGIS may use the services of independent contractors to perform a portion of its obligations under this Agreement. Services performed by independent contractors will be billed to CLIENT by MARSHALLGIS at actual cost plus a percentage negotiated on a case-by-case basis and not to exceed ten percent(10%). The liability of MARSHALLGIS arising from the work of its subcontractors will be limited to proceeds available from its subcontractors' insurance(s)to the extent permitted by law. 6. Insurance. MARSHALLGIS will maintain throughout the performance of this Agreement the following types and amounts of insurance: I. Worker's Compensation and Employer's Liability Insurance as required by applicable state or federal law. II. Comprehensive Vehicle Liability Insurance covering personal injury and property damage claims arising from the use of motor vehicles with combined single limits of $1,000,000. III. Commercial General Liability Insurance covering claims for personal injury and property damage with combined single limits of$1,000,000. IV. Professional Liability (Errors and Omissions, on a claims-made basis) Insurance with limits of$1,000,000. 7. Mutual Indemnification. MARSHALLGIS agrees to indemnify and hold harmless CLIENT and its employees from and against any and all loss, cost, damage, or expense of any kind and nature (including,without limitation, court costs, expenses, and reasonable attorneys'fees) arising out of injury to persons or damage to property (including, without limitation, property of CLIENT, MARSHALL, and their respective employees, agents, licensees, and representatives) in any manner caused by the MarshallGIS Page 2 Services Agreement September 4,2018 negligent acts or omissions of MARSHALLGIS or others with whom MARSHALLGIS contracts (MARSHALLGIS' Agents) in the performance of its work pursuant to or in connection with this Agreement to the extent of MARSHALLGIS' proportionate negligence, if any. CLIENT agrees to indemnify and hold harmless MARSHALLGIS and its employees from and against any and all loss, cost, damage, or expense of any kind and nature (including without limitation, court costs, expenses and reasonable attorneys' fees) arising out of injury to person(s) or damage to property (including, without limitation, property of CLIENT, MARSHALL, and their respective employees, agents, licensees and representatives) in any manner caused by the negligent acts or omissions of CLIENT or other(s) with whom CLIENT contracts ("CLIENT's agents") to perform work pursuant to or in connection with this Agreement,to the extent of CLIENT's or CLIENT's agents proportionate negligence, if any. 8. Interpretation. Releases from, indemnifications against, limitations on, and assumptions of liability and limitations on remedies expressed in this Agreement shall apply even in the event of breach of contract or warranty, fault, or tort including negligence, strict liability, statutory or any other cause of action (except for willful or reckless disregard of obligations) of the party released or indemnified, or whose liability is limited or assumed, or against whom remedies are limited. Party, as used herein, includes the named parties,their officers,employees, agents,subcontractors,and affiliates. 9. Limitation of Liability. Notwithstanding any other provision in this Agreement to the contrary, MARSHALLGIS' liability hereunder shall be limited as follows: (a) for insured liabilities arising out of MARSHALLGIS' negligence, to the amount of insurance required by this Agreement; (b) for uninsured liabilities, to 50 percent (50%) of the fee earned by MARSHALLGIS under this Agreement. In no event shall MARSHALLGIS' liabilities exceed the aforementioned limits of liability. Each party's liability for damages provided under this Agreement shall be limited to liability for direct damages and shall in no event include liability for the other party's or their respective agents or employees remote, punitive, consequential or indirect damages for lost profits, loss of use, lost opportunity, financing, interest expense, business interruption or productivity or production loss, regardless of the breach of contract, breach of warranty, tort (including negligence), strict liability, or otherwise. CLIENT agrees to notify any contractor or subcontractor who may perform work in connection with or making use of any design, report, or study prepared by MARSHALLGIS of such limitation of liability and require as a condition precedent to its performing the work a like limitation of liability provision as to injury or damage to persons or property, design defects, errors,omissions,or professional negligence. In addition, CLIENT shall, in any agreement between itself and others(including contractors and suppliers), require notice and a reasonable limitation upon delay and impact damages pursuant to, and consistent with, RCW 4.24.360. 10. Delays. MARSHALLGIS will not be liable to CLIENT for delays in performance under this Agreement or for the direct or indirect cost resulting from delays that may result from labor strikes, riots, war, acts of governmental authorities, extraordinary weather conditions, natural catastrophes or other events or occurrences beyond control of MARSHALLGIS. In the event CLIENT suspends or interrupts the services of MARSHALLGIS for the convenience of CLIENT, an equitable adjustment in the project's schedule and in compensation to MARSHALLGIS will be made. 11. Data, Documents and Records. MARSHALLGIS shall be entitled to rely upon the accuracy and completeness of all data furnished by CLIENT to MARSHALLGIS that is used by MARSHALLGIS in the providing of services under this Agreement. MARSHALLGIS has the right to retain and use all data MarshallGIS Page 3 Services Agreement September 4,2018 furnished to it and all plans, designs, specifications and other work product created by MARSHALLGIS in providing services hereunder. CLIENT will examine studies, reports, sketches, drawings, specifications, proposals and other documents submitted by MARSHALLGIS and obtain advice of other professionals whenever CLIENT deems appropriate in a timely manner so as not to delay the work of MARSHALLGIS. 12. Ownership and Use of Documents and Electronic Media Deliverables. All completed reports and other data or documents provided or prepared by MARSHALLGIS in accordance with this Agreement are the property of the CLIENT, and may be used by the CLIENT. MARSHALLGIS grants to the CLIENT a license to use the custom software and source code developed under this Agreement; MARSHALLGIS retains the right to disseminate the software and its source code to other parties. Ownership shall transfer to the CLIENT only if MARSHALLGIS has been paid in full for services under the terms of this Agreement. CLIENT shall release, defend, indemnify and hold harmless MARSHALLGIS from all claims, costs, expenses, damage, or liability arising out of or resulting from the use or modification of any reports, data, documents, drawings, specifications, or other work product prepared by MARSHALLGIS except use by CLIENT on those portions of the project for which such items were prepared. This does not include MARSHALLGIS' preexisting works, such as MARSHALLGIS' GeoKNX and LiGO products or extensions or customizations made to those products as a result of requests by CLIENT as part of this agreement. Any post-delivery changes to MARSHALLGIS'electronic deliverables by anyone other than MARSHALLGIS shall be the responsibility of the CLIENT. CLIENT agrees to defend, indemnify and hold MARSHALLGIS harmless from all claims, costs, expenses, damages or liabilities arising out of or resulting from use of any deliverables that have been altered by CLIENT or anyone else to whom CLIENT may have provided such deliverables. MARSHALLGIS' record set of digital files shall prevail in determining whether any alterations have been made to such files. Because data stored on electronic media can deteriorate undetected or can be modified without MARSHALLGIS' knowledge, CLIENT agrees that MARSHALLGIS will not be held liable for the completeness, correctness, readability, or compatibility of the electronic media after an acceptance period of ten (10) days after delivery of the electronic files. During the ten (10) day acceptance period, CLIENT may review and examine the electronic files; any errors detected during this time will be corrected by MARSHALLGIS as part of the basic Agreement.Any changes requested after the acceptance period will be considered additional services to be performed on a time and materials basis, at MARSHALLGIS'standard cost plus terms and conditions. 13. Resolution of Disputes, Attorneys' Fees. The law of the State of Montana shall govern the interpretation of and the resolution of disputes under this Agreement. If any claim, at law or otherwise, is made by either party to this Agreement, the prevailing party shall be entitled to its costs and reasonable attorneys'fees. 14. Termination of Agreement. Either MARSHALLGIS or CLIENT may terminate this Agreement upon thirty(30)days written notice to the other sent to the addresses listed herein. In the event CLIENT terminates this agreement, CLIENT specifically agrees to pay MARSHALLGIS for all services rendered through the termination date. In addition, CLIENT specifically agrees to reimburse MARSHALLGIS for its loss of profits and all costs reasonably incurred by MARSHALLGIS to start and to end its performance of services under this agreement, even if costs to stop its performance are incurred after the termination date. MarshallGIS Page 4 Services Agreement September 4,2018 15. Integration, Modification and Severability. This Agreement, including all Addenda, shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. This is the entire agreement between the parties, there are no other agreements or representations not set forth herein, and this Agreement incorporates and supersedes all prior negotiations, agreements, and representations. This Agreement may not be modified except in writing signed by an authorized representative of each party. If any provision of this Agreement is deemed by law to be void, invalid or inoperative for any reason, or any phrase or clause within such provision is deemed by law to be void, invalid or inoperative, that phrase, clause or provision shall be deemed modified to the extent necessary to make it valid and operative,or, if it cannot be so modified, then such phrase, clause or provision shall be deemed severed from this Agreement with the remaining phrases, clauses and provisions continuing in full force and effect as if the Agreement had been signed with the void, invalid or inoperative portions so modified or eliminated. In addition, a phrase, clause or provision shall be substituted which is consistent with the intent of this Agreement and the severed phrase,clause or provision. 16. Nondiscrimination: MarshallGIS agrees that all hiring by MarshallGIS of persons performing this Agreement shall be on the basis of merit and qualifications. MarshallGIS will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti-discrimination laws, regulations, and contracts. MarshallGIS will not refuse employment to a person, bar a person from employment, or discriminate against a person in compensation or in a term, condition,or privilege of employment because of race, color, religion, creed, political ideas, sex, age, marital status, national origin, actual or perceived sexual orientation,gender identity, physical or mental disability, except when the reasonable demands of the position require an age, physical or mental disability, marital status or sex distinction. MarshallGIS shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140,Title 2, United States Code, and all regulations promulgated thereunder. MarshallGIS shall require these nondiscrimination terms of its sub-Contractors providing services under this Agreement. 17. Notices. All notices, requests, demands, and other communications hereunder shall be deemed given only if in writing signed by an authorized representative of the sender and delivered by facsimile (with a hard copy mailed),or, when sent by a courier or express service guaranteeing overnight delivery to the receiving party. Notices to MARSHALLGIS shall be delivered Notices to CLIENT shall be delivered to: to: MarshallGIS City of Bozeman Attn: Elizabeth Marshall Attn: GIS Department 2915 N.Cole Rd. PO Box 1230 Boise, ID 83704 Bozeman, MT 59715 18. Headings, Assignment and Waiver. The headings in this Agreement are inserted for convenience only and shall not constitute a part hereof. Neither party to this Agreement shall assign its duties and obligations hereunder without the prior written consent of the other party.A waiver by any party of any provision or a breach of this Agreement must be provided in writing and shall not be construed as a waiver of any other provision or any succeeding breach of the same or any other provisions herein. MarshallGlS Page 5 Services Agreement September 4,2018 19. Execution of Agreement. The parties agree that the language in this Agreement pertaining to Indemnification, Limitations of Liability and Insurance were mutually negotiated by the parties. MarshallGIS Client By: By: (.Gt — Title: Title: _ �j '�jpL�1"6+ Date: 7 d Date: 10 If I Z:Pi 9' MarshallGIS Page 6 Services Agreement September 4,2018 Appendix A: Scope of Work 1.1 - Purpose and Scope Introduction The purpose of this Scope of Work is to describe the tasks, schedule and deliverables governing implementation and maintenance of a City-wide Automatic Vehicle Location (AVL)system (the"System") including sensors and communication equipment(telematics devices). MarshallGIS will provide the City of Bozeman, (City)with our LiGO®AVL/GPS telematics system for a duration of 3 years. The Project will initially include thirty-two (32)City of Bozeman vehicles but is open to adding additional vehicles. The primary goals of this LiGO implementation are as follows: • The AVL system shall be a web-based (browser-based) GPS telematics tracking system complete with the necessary reporting required to track and manage Bozeman's fleet to achieve a return on investment(1201) and significantly improve situational awareness of the City's fleet with specific emphasis on public works operations. • The mobile hardware components and applicable sensors needed to monitor and track Bozeman's fleet of vehicles and equipment shall integrate with existing vehicle systems. 1.2 - Glossary of Terms The following table provides definitions for common terms used throughout this document. TERM DEFINITION AVL Automatic Vehicle Location AVL System The "System" references all hardware and software used to meet requirements, including the SaaS program "LiGO*", interconnections, functions, configurations, customizations and features necessary, required or provided API Application Programming Interface Connector An application connecting to a database Contractor MarshallGIS Controller A control system is a set of mechanical or electronic devices that regulates other devices or systems by way of control loops. A typical controller in the context of AVL is a "spreader"controller Fleet Refers to the Town's Fleet Administration Division Interface A point where two separate computer systems and\or applications interact and exchange data LiGO,' Contractor's proprietary SaaS application, which collects data from AVL System hardware devices. OB-DI I The Onboard Diagnostic System specification standard for vehicle diagnostic connectors and pins Project Team Town employees designated as administrators of the AVL System, representatives to manage the AVL System for their department, and/or identified by the Town as Buyers or contract administrators. PM Project Manager. May refer to a Town or Contractor employee. SaaS Software as a Service IaaS Infrastructure as a Service PaaS Platform as a Service Sensor A sensor is a device that detects and responds to some type of input from the physical environment. The specific input could be light, heat, motion, moisture, pressure, or any one of a great number of other environmental phenomena. SLA Service Level Agreement SSO Single Sign-On Town Town of Windsor GUI Graphical User Interface 1.3 - Project Intitiation MarshallGIS Services Delivery PM will work with City Project PM to schedule Kick-off meeting within two (2) weeks of completion of Project Contract. It is in the Kick-off meeting where roles will be defined, communications documented and a final implementation plan and schedule will be defined. MarshollGlS 2 City of Bozeman 912712018 LiGO AVL/GPS Telematics System 1.4 - LiGO Setup and Activation of Vehicles MarshallGIS will deliver the GPS devices and cables to equip thirty-two (32)vehicles for the LiGO Project. MarshallGIS assumes that we are just providing the device and not the harness since the harnesses are already in place with the old AVL system at the City. MarshallGIS will provide the City access to the LiGO® application for the duration of the contract or so long as the City maintains an active subscription, so the City can log in and see their vehicles. 1.5 - Configure LiGO with the Citys Vehicles, Users, Events and Reports MarshallGIS will add/import users into LiGO. The users can have different roles/permissions to see certain views, reports and equipment. As LiGO® is a secure platform, a username and password are required to login to the LiGO®system. The City can set privileges to view information by roles and tags. Based on defined roles in the system,the user has set privileges within the system,which can be modified by the administrator. "Tags" can be set up so that, based on the user who logs in,they will be able to see certain vehicles (e.g., water supervisors can see their water vehicles and transportation can see their street sweeping vehicles, but not each other's vehicles). LiGO°will provide the City with reports. LiGO® has extensive reporting capabilities (20+standard reports). Standard out-of-the-box reports can be customized and then saved as a custom report. LiGO® provides intuitive user-friendly ad-hoc reporting capabilities in a variety of types,formats, and methods. Reports can be created, printed, or exported in real-time based on specific vehicles,a timeframe, and event(e.g. idle). MarshallGIS will provide specific reports for Idle/Idling, Drive time,Speeding, Stop Details, Geofence and Preventative Maintenance notifications/reports based on the goals above. MarshallGIS will also assist the City with creating or importing Geofence boundaries as well as Points of Interest. 1.6 - Provide LiGO Training MarshallGIS provides multiple training sessions in an iterative training process to educate and familiarize City staff to enable use of the LiGO®system immediately. Questions are addressed in an iterative manner as well, as the sessions become more advanced over time. MarshallGIS will provide as many training sessions via WebEx as the City needs. Below is the LiGO®training plan. U60- fraining Plan 1) LiCOO !ntroductor,Tmininn Session #1 MarshallGIS will provide introductory training to your staff. This will allow your staff to begin to utilize LiGO® immediately by learning about how to log into the system,work with the vehicles,vehicle tracks, the map &map toolbar,workspaces/views, alerts/events/notifications, reports and other basic system functionality to begin to use the system. Your agency will then use the system for a few weeks,gather feedback/questions and MarshallGIS will provide another session which will answer questions and be more in depth. MarshallGIS will provide Administrative training to those who will be maintaining the system and potentially adding/modifying vehicles, users, roles/tags/views,events, reports, creating custom fields and permissions. This training will allow administrative staff to manage the system and build upon the application without necessarily needing MarshallGIS staff. ?1 I ;i;fl,� :n.,1N!-nr,(-d Trij!-)hM rT S?«inn ?`- MarshallGIS will provide an advanced training session based on your agency's needs which will include some of the advanced modules such as LiGO® mobile, LiGO®dispatch/routing, LiGOa vehicle MarshallGlS 3 City of Bozeman 912712018 LiGO AVL/GPS Telematics System maintenance, creating/managing geofences, creating/managing points of interest and advanced track filtering(e.g., being able to see where broom is down vs. up). During the advanced training session, MarshallGIS will identify specific routing requirements and document these requirements. MarshallGIS will provide additional training sessions where staff may not have been available and to answer additional questions. These might be ad-hoc training sessions for%Z hour to an hour online where we go over things again or go a little deeper into a particular part of LiGO®to ensure staff is receiving the full value of the system. 1.7 - Integrations This project includes types of integrations. On one end is integrations to onboard vehicle system/sensors/controllers. On the other end is integration to the City's other business systems such as ArcGIS. Two (2) sensor/system integrations have identified for this project: 1) Broom/sweep on/off function; 2) Plow up/down function. All of these functions were successfully deployed and tested in the selection pilot. On the business system side, MarshallGIS will provide LiGO ACCESS with the following: 1) real time (1-2 minute intervals)vehicle location updates to ArcGIS based map; � I g i 2)Selected historical (1-4 week) linear events updates to ArcGIS geodatabase MarshallGlS 4 City of Bozeman 912712018 LiGO AVL/GPS Telematics System August-Where were they? August Sweeping 1 Street Sweepers Live! VehKles niwd is J July-Where were they? Jury Sveepsg lj ' June-Where were they? June Sveeping Esri,HERE,Gamin,INCREMENT P.USGS,METUNASA EPA USDA I City_.. . City is responsible for coordinating Interfaces between the AVL System and its other business systems. Contractor shall provide out of box Interfaces(API's or equivalent)for the City to consume AVL data. The Contractor's API's("LiGO®ACCESS") must at a minimum, perform base data transfer functions. The City may coordinate Interfaces its Cityworks system in the future.Contractor shall support the City during Interface development by offering guidance and documentation related to the AVL System's API and requisite languages(e.g.,XML,JSON,JavaScript), database schema,queries, and other System attributes as appropriate. Custom Connectors The Contractor shall also support the development of Connectors that are not currently part of this Statement of Work,as directed and approved by the City. Detailed requirements gathering and generation for such Integrations and Connectors that are not out of the box shall be charged in accordance with the fees in Exhibit B-Appendix B Investment Summary. MarshallGlS 5 City of Bozeman 912712018 UGO AVL/GPS Telematics System Section 2 - Project Implemenation Plan See below for our standard implementation methodology. The basic steps are: 1. Kick off meeting 9. Distribute login information 2. Get vehicle list from the City 10. Go-live 3. Final deployment plan/schedule development 11. Test 4. Order Telematics devices 12. Schedule and provide introductory training 5. Setup an initial configuration of the City's 13. Schedule and provide 2nd level training i LiGO®application 14. Schedule and provide administrative training 6. Activate and configure telematics devices 15. Work with the City to update configuration to based on the City supplied vehicle list meet all the City's requirements in Scope of 7. Ship telematics devices to City Services 8. City or MarshallGIS installer installs 16. Provide ongoing technical support telematics device into the City vehicles MarshallGIS will need support primarily from the City's Project Manager to help getting equipment tested,work with Fleet Technicians to troubleshoot any problems, and schedule trainings. 2.1 - Project Activities MarshallGIS proposes our standard deployment of LiGO®, and iterative training for the City work groups so that each group is made fully operational,and training and configuration are optimized for their business work flows. Once a contract is signed and a PO or project notice to proceed has been issued,a Project Kick off meeting meeting with the City will be scheduled to review the scope of work and perform an initial assessment of the City's system,and to ultimately establish the project plans and understandings of communications and responsibilities. MarshallGIS LiGO® Delivery Services Manager(PM)will work with the City's Project Manager to finalize a schedule based on the sample project schedule included in our proposal and a vehicle list provided by the City. CalAmp Devices are ordered based off this plan. MarshallGIS will work closely with the implementation team and the City's project team to design the initial configuration and ensure a smooth rollout of the system.After initial training and system use,the configuration will grow and evolve as the use of the system grows. —Testing of telematics devices is performed before and after shipment to ensure excellence of products delivered.The entire system goes through quality checks as well, before the login information is distributed,the system goes live,the initial user training begins. —MarshallGIS has been providing installation and training services in Public Sector for 20 years. Unless discussed and agreed upon otherwise, MarshallGIS will not be performing Morsha/IGIS 6 City of Bozeman 912712018 LiGO AVL/GPS Telematics System device installations and that the City will be installing these devices. Installation instructions are simple and will be provided. —Since this is a hosted system,the system is live when vehicles are add/entered into the LiGO11 system and the user names and passwords have been distributed to the City,which occurs after QA tests. Data is being captured once the vehicles are turned on.We provide training typically a week or two after the devices have been installed in the vehicles so that the City can work with relevant data. MarshallGIS will provide training to the City staff on ongoing basis, but introductory training begins about 1—2 weeks after system launch.Skip to Section 2.3 to read more on training. 8) IntP r-,,ttjcn c`�Prvj(-Pc- Though the scope of services requested or required will vary per City, at this stage in a standard procedure, MarshallGIS will work with the City to deploy the relevant integration modules. 9) Mnnitorinl MarshallGIS will work with the City over time to continue to monitor the hosted system and activated vehicles. Our LiGO®system monitors and audits all activities. These can be searched by specific users, types and dates,and some monitoring can be automated via "Events"and "Event Rules". Our network and systems are monitored using standard enterprise Microsoft tools. We have complete redundancy of our servers with automated failover. 10) (.. Phase I or the initial deployment phase will close after the identified initial vehicles are live,tested and the introductory training is provided. To the right is a sample of a standard - -- -- - --- - -- schedule. This schedule can be modified as needed, and is dependent on the date 1 Project Initiation 1.1 Kick off meeting wk 1 1 of notice to proceed/signed contract 1.2 Fill out vehicle,nformation worksheet Wk 1 1 received by MarshallGIS. This schedule 1.3 Establish project plan Wk 1 1 2 Planning will likely need to be modified once the 2.1 Finalize deployment plan,schedule developinen; %%,k 1 1 details of the locations and quantities of 2.2 Order.elematics devices wk 1 1 3 Implementation the 32 public works trucks is discovered. 3.1 Setup configuration of,deploy client's UGO:Application wk2 2 The standard workflow will remain the 3.2 MarshallGiS configures and tests telematicshardware Wk3 3 same. 3.3 Marshall&S ships hard:vare Wks 2 3.4 Schedule',nstallation Wk4 2 3.5 Designated party installs hardware(on-site) Wk 5-6 15 3.6 MarshallG S performs QA tests on installed hardware Wk 7 3 3.7 MarshallG S distributes login details to client Wk 7/8 1 4 Training 4.1 Schedule&provide initial AtarshallG'S training Wk 8/9 1 4.2 MarshallGS provides additional training/support Wk 9/10 i 4.3 h'arshallG S provides additional;raining/suppor- Wk 10/11 90 5 Integration Services P.SarshallG S works,vch client to deploy ArcG S and S.i 12/13 i4 requested software integrations �'!k 6 Monitoring h'arshallG S.v ill;work:vi;h client to monitor system and 6.1 provide ongoing support and maintenance Ongoing nduded:with subscription fees 2.2 - Implementation Details The implementation approach and methodology strategy should include, at a minimum,the following: MarshallGlS 7 City of Bozeman 912712018 UGO AVL/GPS Telematics System ■ Integration management; MarshallGIS has over 17 year experience with location based technologies and integration with GIS and Enterprise Asset/Work Management systems. We have been developing middleware software for over 17 years. We are also experts with integration onboard systems and sensors. We have an ongoing collaborative R&D sensor adaptor project with the Engineering College at Boise State University. ■ Scope management; MarshallGIS has over 20 years' experience managing thousands of scope and consulting projects. ■ Schedule management; MarshallGIS will work closely with the City PM to closely monitor the deployment schedule. Scheduling 20 vehicles down to a date and time is no simple feat the MarshallGIS PM is adept in these type of scheduling problems. ■ Cost management; Costs will be included in the cost section. Barring any scope creep costs should be straight forward and listed in final contract. ■ Quality management; MarshallGIS performs testing on a representative sample of telematics devices after setup and configuration and before shipping. MarshallGIS also tests the City's LiGO° application both before and after deploying the telematics devices. ■ Staffing management; MarshallGIS has over 20 years managing multiple staff on hundreds of projects. ■ Communications management; and The MarshallGIS PM will be in constant communication with the State's PM throughout and after deployment. A communication plan will be established in the initial kickoff meeting. Once the contract is signed a communication management plan is established in the kick off meeting. The bulk of the project communication will be via MarshallGIS Delivery Services Manager(PM) and the City's Project Manager. Additionally the MarshallGIS Executive Account Manager may become involved if Project Account Management issues arise, such ask Project issues or changes need to be made beyond the original project scope. �N-ints and critical Key best practices include documenting expectations at the beginning(agreeing on success)via a Kick off meeting, installing devices early and training on City's actual data. Rico rh-�n�n man'trtnT-pr±rl�. i��IIE`� MarshallGIS make every effort to manage all potential risks for all projects. Risk management is key to the success for any project. Using a standard project deployment methodology significantly reduces any project risks. Good communications is also a key to minimizing risk. MorshallGlS 8 City of Bozeman 912712018 LiGO AVL/GPS Telemotics System The installation process is the highest risk area. Good planning, scheduling and communications are critical to this step as it typically involves multiple Departments/Divisions/Groups and taking mobile operations crews out of production for some level of time. One goal is to try and minimize this"down" time. For the advanced functionality such as business system integration understanding and documenting the detailed requirements and workflows will be key to being successful and minimizing risk All changes in scope will need to be approved in writing. 2.3 - Training MarshallGIS provides multiple training sessions in an iterative training process to educate and familiarize the City staff on using the LiGOO system immediately.All questions are addressed as the sessions become more advanced over time. MarshallGIS will provide as many training sessions via WebEx as the City needs. Below is the LiGO®training plan. 2.4 - Testing wiuTion iestinp New enhancements,fixes and patches are all deployed initially on a development environment where developers perform their development and testing. The solution updates are then installed on a test environment where testing staff test the system. Finally,the system is rolled out to production where additional tests are performed. These are performed in a separate application that does not affect our City. Typically, if it is a new feature these can be turned on (not turned on by default)when the City gets informed/trained on these new features. Notifications of new enhancements are posted on our support portal page. lntnrarattrin TPctina Integration testing follows a similar process as define above in the Solution testing section above. Since we are partners with Esri we receive beta and early releases that we are able to test in advance of releases. This allows us to be ready for Cities that want to upgrade to these new versions of their systems. MarshallGIS has well established systems and process for testing and ensure quality products are released to our Cities with little or no interruptions to service. Our LiGO® production systems uses continuous Veeam and PRTG monitoring to record all performance matrixes over time and we evaluate the impact of changes to devices and users, network,storage, compute,thus stress testing isn't required on our production systems.We know what will affect the system with real data. Ua,U iALL.LPLJlILL: ILJLHle, (UAT) In cases where a City has requested a certain feature, MarshallGIS will allow that City to perform user acceptance testing. All data and servers are fully backed four times daily. Backup Disks rotated to a vault offsite weekly. Backed up data is available a minimum of 30 days for full system recovery.A January backup made annually will provide that data available indefinitely. We also restore a virtual machine as a sandbox environment quarterly to verify any issues with backups. MarshallGlS 9 City of Bozeman 912712018 UGO AVL/GPS Telematics System Support model during implementation We will have a dedicated staff member who will manage the project and ensure that all tasks are being completed on time. We have an internal project management system that manages the tasks and activities. We have an iterative training process to educate key staff on using the L!GO® system immediately that allows staff to become familiar with the system and get questions answered through a series of sessions that get more advanced over time. The City will be able to communicate with the dedicated project manager as well as technical staff throughout the project. MarshallGIS has well established processes(SOPS)for sales to project and project to support. At the end of the project,the project manager will educate the City on the support process including reviewing the support portal and providing the City with documentation and information on the steps for getting support on L!GO®. The City may also contact the project manager at any time after the support process has started. 2.5 - Ongoing Support Our City support system continues to drive the value of L!GO®and satisfaction of its users. Support is handled via • Support and training webinars several channels. Incidents are typically handled . Instant Messaging immediately(within an hour) of receiving emails or calls. • City Support Portal: Our support staff is atypical—highly trained and backed by 15+years'experience. If you call,you will speak to a United , Phone: 208-514-0411 States-based human being, never a recording. MarshallGIS shall be available for maintenance and support coverage for Email: the duration of the solution's proposed timeline (minimum Monday thru Friday 6 AM to 6 PM MST). Please see Section 2.6 "Incident and Service Request Management"for more details below and please see a quote from a City on our support. How is the support from MarshallGIS? "Outstanding! Can't say enough good things about the support received. Always timely and they listen to our needs and craft solutions for us that leave no doubt about our choice of MarshallGIS over the competition. We really like the fact that the solution is hosted as compared to our previous system which required routine client and server side updates by our staff." City of Fort Smith,AR i 2.6 - Incident and Service Request Management MarshallGIS has a well-established incident and service request system. All incidents are entered in our Microsoft CRM database as a new case. These are associated with the account and are set at different levels of severity depending on the incident case. Each incident is assigned a member of key staff to see to its resolution. If said resolution involves a software fix or enhancement,the case is then entered in our ARA system for developers to handle. Support staff communicate on a regular basis with the City staff on the status of the incident and once the incident is resolved,the case gets closed in our systems. MarshollGlS 10 City of Bozeman 912712018 UGO AVL/GPS Telematics System MarshallGIS guarantees 24/7 system availability. MarshallGIS can also provide the City with an extra GPS device as backups so that they can easily be hot-swapped if a unit fails or needs repair. The City can then ship the failed device to MarshallGIS and that unit will be replaced. 2.7 - Warranty Since LiGO® is a cloud-based solution,the City will always have an up-to-date and managed solution.The City will also benefit from enhancements and improvements of the technology over time.The GPS hardware devices are under warranty for minimum one year,as previously stated. MarshallGIS provides hardware components as part of the LiGO®system. LiGO®telematics hardware have a limited one year warranty following the date of shipment of product. LiGO®telematics hardware will be replaced at no cost during the first year provided hardware does not need to be replaced due to incorrect(i) storage; (ii) installation; (iii) use; (iv) maintenance; (v)service; or(vi) repair by the City; or due to any form of alteration, misuse, neglect,abuse,or accident affecting the hardware.After the first year GPS hardware will be replaced, if not damaged due to the reasons above, at MarshallGIS cost plus shipping and handling. Section 3 - Key Milestones Milestones are markers of project progress that are used in project planning,scheduling,communication and reporting.They mark significant starts and completions with a single date as opposed to a date range. Milestones are typically represented as a task of zero duration that may have dependencies. Key milestones for this project include: 1) Kick-Off Meeting 2) Final Implementation Plan 3) Setup and Configuration of City's LiGO®Application with all the±20 vehicles included 4) Installation of telematics devices in all vehicles(performed by City Fleet Technician staff) 5) Initial Intro to LiGO®training completed 6) UAT completed and approved These milestones will identified with completion dates in final implementation plan. section 4 Key Proposed Hardware MarshallGIS proposes one key CalAmp telematics devices for this project: 1) The CalAmp LMU-2630 is the most common device used by LiGO® users across the country. It is a low cost,simple but reliable wired type device that accepts 4 digital inputs plus Driver ID. This device will be used on all general use vehicles including cars, pickups,vans and heavy vehicles with simple on/off or up/down voltage type sensor inputs like the sweepers and plow trucks. 2600 Serices—wired(3-wire)type telematics device. 1%1 MorshallGlS 11 City of Bozeman 912712018 UGO AVL/GPS Telematics System Section 5 Hardware Technical Sheets MarshallG/S 12 City of Bozeman 912712018 UGO AVL/GPS Telematics System Ca �Art�p' T Va -- � A , • 11 TM GPRS/CDMA/HSPA Series TechnologiesFleet tracking Unit with Leading Aidi EXPERIENCE THE The LMLL2600 fleet tracking unit offers leading edge fleet management features including a 3-axis accelerometer for measuring driver behavior and vehicle Impacts while offering the ADVANTAGE high reliability fleet customers demand. GSM/GPRS,CDMA IxRTT,or COMPETITIVE PRICE,COMPETITIVE TECHNOLOGY,COMPETITIVE EDGE HSPA configurations The LMLL2600 isa robust,affordable deviceyou can count on for AVL and fleet applications. Internal or external cellular The LMLL2600incorporates GSM/GPRS,CDMA 1xRTT,Or HSPA wireless communication along and GPS antenna options for with extra-sensitive GP5,a powerful processing engine,and a 3-2xis accelerometer that easy Installation detects and acts on hard braking aggressive acceleration,or vehicle Impacts.Internal or external antenna options enables the device to be mounted virtually anywhere for easy, High sensitivity GPS Inexpensive Installa-tions. 3-axis precision accelerometer FLEXIBILITY for driver behavior and Impact detection The LMLL2600 employs CatAmp's Industry leading on-board akirt engine,PEG` (Programmable Event Generator}This advanced engine monitors extemal conditions and •20,000 buffered message log supports customer-defined exception-based rulesto helpmeet the needsof your application. PEG continuously mordtors the vehicle environment and responds instantaneously to •32 geo-fence capability Pre-defined threshold conditions related to time,date,motion,location,geo-zone,Input and other event combinations.This behavior can be programmed by CalAmp before shipment at S In uts/3 out uts/1-wire* a customer's facility,orover-the-air once the untt has been fielded.With PEG,your unique p p application will meet demanding customer requirements and give you a distinct advantage Interface for driver ID, over your eompetitiort temperature sensors,and more OVER-THE-AIR SERVICEABILITY Dual switched power serial ports Garmin",Magellin,and other The LMLL2600 also leverages CalAmp's Industry leading over-the-air device management and advanced peripherals support maintenance system,PULS'(Programming Updates,and Logistics System}Configuration parameters,PEG rules,and firmware can all be updated over-the-air.PULS offers out-of-the- Power management sleep modes box hands-free configuration and automatic post-installation upgrades.You can also monitor unit health status acrossyour customers'fleets to quickly identify issues before they become Automatic,over-the-air expensive problems. configuration and firmware download CalAmpCorp. I www.calamp.com MarshallGIS 13 City of Bozeman 912712018 LiGO AVL/GPS Telematics System i Ca�An�p' LMU-2600 SPECIFICATIONS GENERAL ENVIRONMENTAL Communication Modes GPRSIEDGE/HSPA and COMA txRTT packet Temperature -30,to 17S•C(operating) data,UDP and SMS •40>to 485•C(storage! Location Technology 5o channel GPS Humidity 9s%RH a 50•C non-condensing Operating Voltage 12124 volt vehicle systems Shock and Vibration U.S.Military Standards 202G and 8110F,SAE/I4SS .................... . . .._.......... .....____ _. . . . ... . .__ EMClEMI SAE)►113;FCC-Parr ISB;IndustryCanada GPS RoHS Compliant Location Technology So channel GPS(with SBAS) SBAS:rh'AAS,EGNOS,MSAS,GAGAN PHYSICAL Location Accuracy 2.0 meter CEP(with SBAS) Tracking Sensitivity -162dBm Dimensions x 4 x 0.85'(51 x 102 x 22 mm) Acquisition Sensitivity -147dBm Weight 74 g(external},es g(internal) AGPS Capable CONNECTORS, SIM ACCESS CELLULAR Data Support SMS.UDP packet data Connection Type 20-pin.Molex-type fused power harness Operating Bands(MHz) GPS Antenna External SMA(w/tamper monilwr rq,3V1 or internal GSM/GPRS 850/900i 1840/t900 Cellular Antenna External SMC or internal CDMA/1XRTT 850/1800 SUA Access Internal(GSM/GDRS or HSPA variant only) HSPA/UMTS 800(VI)i8S0lV)/900(VIII)1 l 700(iV)/I 900(IItf 2100(I) CERTIFICATIONS Transmitter Power Fully certified FCC.CE,IC,PTCRB,Applicable Carriers GSM/GPRS 850/900 32.5 dBm 1800/1900 29.3dBm _.. . . . . ._.. . ..... . ... . . . ._ . . . . . . . . ._ . . CDMA/1XRTT 850 24dBm 1800 23dBm MOUNTING HSPAIUMTS (all bands) 23 dBm Tie-wrap,adhesive,or Velcro HSPA data rates 5.6 Mbps upload/7.2 Mbps download Screw mounting bracket HSPA Fallback EDGE/GDRS/GSM quad band ........................... EDGE MCSi-MCS9 3GPP Release 6 i OPTIONAL FEATURESIFUNCTIONS COMPREHENSIVE 1/O Driver withsife*ng pactocol � Temperature sensing via t-wire•protocol Digital Inputs 5(1 fixed bias low.4 programmable bias) Backup battery Digital Outputs 3 relay driver 1200 mA) External GPS and cellufar antennas Serial Interface 2(1TTL serial,I switched palerTTLI Internal GP5 and cellular antennas Analog Inputs T 11 internal VCC monitor.1 external AID Inpu NNfA law via serial Externq I-Viire•Interface Driver ID,temperature sense Serialc tiles AID put Status LEDs GPS and cellulai jPOD cables i •jDOD'truck ECU interface - Garnun•.Magellirt and other advanced peripherals support ELECTRICAL i Piero speaker.panic button,and privacy button Power harness with two(2l 3A fuses Operating Voltage 6-32YDC Power Consumption <3 mA 4 12V(deep sleep) <10 mA u 12V(sleep an network with SMS) DEVELOPMENT SUPPORT OPTIONS <20 mA Iy 12 V(steep on network with GPRSI <70 mA to 12 V(active tracking) Customized hardware and software development available on request About C dlfa.mp CalAmp Corp.(NASDAQ CAMP)is a proren leader in providing wireless (A Amp COfp communications toluuons to a broad array of vertKal marlet applications and customers.CalAmp's extensive portfolio of intell,gent communaatioe3 devicet. 1401 N.Rice Avenue,Oxnard.CA 93030 robust and tcalable cloud service platform,and targeted software appl<atiom T:760435.90101 F:760438.5835 streamline otherwise complex mach,ne-to machine(M21411 deployments. These wWW.calampcoM solutions enab4c customers to opt.mire the,r operations by collect;ny monitoring and efficiently repcatmg business critical data and desired F�T013 CalAm PN OrA000fi-Tb0 Rev 3 intelligence from hJh valae remote assets. Ioi more.nformation.please visit P www.calamp.com. All specificalions are typical and subject to change without notice i CalAmpCorp. I www.calamp.corn MarshollGIS 14 City of Bozeman 912712018 LiGO AVL/GPS Telematics System A• i EXPERIENCE THE The LMU-3030 is an economical,full-featured vehicle tracking product designed for easy and ADVANTAGE reliable installation in automobiles.The LMLL3030 is an Ideal solution for automotive Insurance,driver behavior management auto rental and automotive applications when . Superior GPS&cellular access to the vehicle diagnostics Interface(OBD-Iq is required. performance COMPETITIVE PRICE,COMPETITIVE TECHNOLOGY,COMPETITIVE EDGE The LMU-3030 full featured tracking unit from CalAmp features small size,superior GPS . OBD-11 connector and Interface performance,OBD-II Interface,backup battery,and a 3-axis accelerometer.These features to read vehicle bus data enable the LMU-3030 to accessveNcie diagnostic Interface data track vehicle speed and location,plus detect hard braking,cornering,acceleration and capture pre and post-Impact data.Superior internal antennas for both cellular and GPS eliminate the need for professional • Built-In Accelerometer for Installation and make the LMLJ-3030 install qukk,easy and inexpensive.Messages are driver behavior capabilities transported across the cellular network using enhanced SMS or UDP messaging providing a and impact detection reliable communications link between the device and your application servers.The LMU-3030Is designed to dramatically reduce cost power and size while significantly Improving field reliability in 12 volt passenger or light-duty vehicles • Advanced crash detection FLEXIBILITY • Pre and Post Vehicle impact data The LMU-3030 employs CalAmp's advanced industry leading onboard alert engine, PEG (Programmable Event Generator)to monitor external conditions and support capture capabilities customer-0efined exception-based rulesto meet your application requirements.PEG monitors the vehicle environment and responds instantaneously to pre-defined threshold • Power sleep modes conditions related to time,date,motion,location,goo-zone,Input and other event combinations.This behaviorcan be programmed by CaLAmp before shipment,at a customer's facility,or over-the-air once the unit has been fielded. • Backup battery OVER-THE-AIR SERVICEABILITY • Optional Biuetooth The LMU-3030 leverages CalAmp's management and maintenance system,PULS' (Programming,Updates,and Logistics Systems for over4heair configuration parameters, PEG rules and firmware.This out-of-the-box hands free configuration and automatic post- installation upgrades can monitor unit health status across your customers'fleets to Identify Issues before they become expensive problems. CalAmpCorp. I www.calamp.com MarshallGlS 15 City of Bozeman 912712018 LiGO AVL/GPS Telematics System i Cali-;�P- LMU-3030 SPECIFICATIONS GENERAL ENVIRONMENTAL Communication Modes GPRS/EDGEiHSPA and COMA Temperature -30s to r 75-C(operating) I xRTTpacket data,UDP and SMS -401 to.85°C(storage( Messages 20.000 buffered messages Humidity 95at RH it 50-C non-condensing Shock and Vibration SAE J1455 Geofence 25 radial and 25 polygonal geofences onboard EMUEMI CE,GCF,eMark(all pending) desice,user defineable RoHS Compliant Automatic over air firmware and configuration ; ----- ... ... ... -- . . ' ' . . . updatesviaPULS I ELECTRICAL - - -- - Operating Voltage 9-i6VDCVehicle5ystems GPS ' Internal Battery 20omAH Location Technology so channel GPS(with SBAS) S SBAS:WARS.EGNOS.MSAS,GAGAN lop Molt Ultra law power steep .3mA Location Accuracy 2.0meter CEP(withSBASI PHYSICAL Tracking Sensitivity -162dBm Dimensions 43 x 64 x 25 mm Acquistition Sensitivity -14ed8m Weight <529 AGPS Capable Enclosure Rugged textured plastic enclosure CELLULAR Communications 06D,Cellular&GPS Data Support SMS,UDP Padset Data Accelerometer 3 axis 16g,sampling at 40OHz for driver behavior and Operating Bands(MHz Band., crash detection ................ . . GSM+GPRS 8501'9ooneoor1900 CONNECTORS COMA+IXRTT 850.1800 Built-in OBD.IL/EOBDII interface via 11962 compliant connector HSPAiUMTS 8cQVI1i850tV;'900(VIIIl/I70DIM/I90DIO11210014 .. . . . . . . I . . . . . ._ . . . . . . Transmitter Power SIM ACCQSS GS&OV GPRS 85a,%o 32.5 dSm 1S001190029.5 dBm Internal CDMAi 1XRTT 850 24 dBm SIM fitted during manufacturing 1800 23d8m . . ._.. ..... ........... .. . .. ......... ._._... .... HSPAIUMTS all bands 23d8m MOUNTING IfSPA data rates 5.6Mbps upload17.2 Mbps download Via built-in OBD-11 connector HSPA Fallback EDGE'GPRSiGSM quad bar4 Self-adhesivesruntingwsthO06a)exteridercable EDGE MCS I-MCS9 3GPP Release 6 OPTIONAL FEATURES/FUNCTIONS INTERFACES OBD-II Connector Cables 06DRInter<ace 11850PI*M,118SOVPYi.1SO414/-2,1i0-14230 Sp(itters and Extensions K1VP2000,ISO-15765 GM SWCAN and other OEM interfaces Senal Cable LEDs COmmunication,GPS andOBOStatus OgD Data Extraction Outputs None Detection Autcmatic detection of vehr-le interface services E)tracbon Transmission of standard EOBD codes,plus Bluetooth Bluetooth 4.0 Dual Mode(optional fit) manufacturer specific codes which are made available by the embedded OBD firmware stack CERTIFICATIONS Scripts Download of vehicle specific diagnostic scripts Fully certified FCC,.CE,IC.PTCRB.Applicable Camers dependant on vehicle model variant About CelAmp GIAmp Corp.(NASDAQ CAMP)is a proven teader in providing wireless C�!Amp Corp communications solutions to a broad army of vertical rnxrlet applications and customers.CalAmp't extensive portfolio of intelrgent commurvcatiom devices 1401 N.Rice Avenue.Oxnard.CA 93030 streamline othetwrise compte■machine-to machine(M2Af)deployments. These T:760.438.90101 F:760 43 8583 5 solutions enable customers to optimize their operations by collecting, www ealampcom monitoring and efficiently reporting business cntual dais and desired inteaigence from high value remote assets. Fov more Information,please visa w .catamp com. r,2014CalAmp. Rev:1.30.14 A8 specifications are typical and subject to change without notice i r CalAmpCorp. I www.c.31amp.com MorshallGIS 16 City of Bozeman 912 712 01 8 LiGO AVL/GPS Telematics System t . CA iAmW f CalAmp's LMU-553o has the versatility,speed and expandability to meet customers'ever EXPERIENCE THE challenging needs in fixed or mobile broadband applications.%Mtha powerful,l(Aver power, 3ooMHz ARM4 embedded processor,the LMU-SS30 boasts an adaptable platform featuring: 3Gi4G broadband routing.cellular gateway functions,a Programmable Event Generation ADVANTAGE engine,built-in 3-axis g-force measurements,multiple power management sleep modes, Superior 3CJ4G cellular and GPS leading GPS sensitivity tracking technologies,and multiple Interfaces all brought together under a flexible Unux operating system. wireless performance ARM Cortex Ao800MHzlow pourer COMPETITIVE PRICE,COMPETITIVE TECHNOLOGY,COMPETITIVE EDGE embedded processor The LMU-5530 comes equipped with two Ethernet I o.i 100 ports,both host and device OTG Unux OpenWrt 3.10 operating system USB,RS232iRS48S serial port switched powerTTL serial port two 1-wire busses,seven inputs,seven outputs,and fiveA/D inputs The LMU-SS30 also supports advanced peripherals Secure IP router functionality including laptops,USB dongles,Mobile Data Terminals(MDT's1.RFID tags,and more. Bluetooth 4.0Dual Mode FLEXIBILITY 802.11 b/(jfnli\M-Fi In addition tothe flexibility of the Linux operating system,the LPAU-SS30software Built-in 3-a)is accelerometer fordriver environment employs CalAmp!s industry leading on-board alert engine,PEG-(Programmable behavior,motion and impact sensing Event Generator).The Linux and PEG'environments enable users to create and deploy their own custom applications.The advanced PEG engine monitors external conditions 10/100 Ethernet interface and supports customer-defined exception-based rules PEG continuously monitors the environments and responds instantaneously to predefined threshold conditions related to USB Host+OTG time,date,motion,location,geo-zone,input and other event combinations. Switched paver serial ports OVER-THE-AIR SERVICEABILITY • Advanced peripherals support THE LNUJ-S530 also incorporates CalAmp's over-the-air device management and Full Featured Asset Tracker/Manager maintenance software,PULS-(Programming,Update and Logistics System).Linux applications,configuration parameters,PEG scripts,and firmware can all be updated river- Comprehensive UO system the-air.Unit health status can also be monitored across your installations to quickty identify issues before they become expensive problems. Over-the-alr configuration and firmware download All of these capabilities packed into a small size are a competitive package second to none, designed to reduce the cost of delivering supporting and growing countless broadband Internal Backup Battery applications CaWnp Corp. I www.calamp.com MorshollGIS 17 City of Bozeman 912712018 LiGO AVL/GPS Telematics System Cal�Artr�p' �I LMU-5530 SPECIFICATIONS CDgitaRnputs EUO 7(high/low selectable 0.30VDC) PROCESSOR Digital Outputs S relay driver outputs(200mA) Processor ARM Cortex A9 32bit MCU 2 low current LED outputs(20mA) Speed 800 MHz Voltage AID input 5 general purpose AID(030 VDC) Flash Up to 512MB I-Wire*Interface 2(driver ID.Temperature sense) RAM Up to 512MB Status LEDs Power,COMM.GPS,W)•Fi,and BT Real Time Clock ENVIRONMENTAL OPERATING SYSTEM,SOFTWARE INTERFACE,SECURITY Temperature -30'to+70'C(connected to primary power) Operating System Linux OpenWrt 3.10 40'to+8S'C(storage) Application Interfaces TCP/IP,UDP/IR DHCP,HTTP,IP Router,PPP, Humidity 9s%R.H.o 5o"C non-condensing HTTP Web server,Telnet DHCP server, Shock and Vibration US.Military Standard 202G and 8o1 G. DONS,DDNS Client NAT,NMEA,TAIP,TSIP, SAE 114SS GPS.TFTP,IP port forwarding EMC/EMI SAE 11113 Security IPSEC.VPN(SSL v2,TLS v 1)SSH server, ELECTRKAL SCP...............SFTP........................... Operating Voltage B-32 VDC(running),9-30 VDC(starting) GPS Pourer Consumption Typical<2mA vF 12V(deep sleep) Location Technology GPS:GLONASS,and QISS capable Typical 160mA 3.12V(SMS+UDP Enhancement Technology SBAS:WASS,EGNOS,MSAS connections,GPS o(1) Reciever Type 56 channels Typical 270mA o 12V(continuous transmit) Tracking Sensitivity -162 dBm Back Up Battery Lithium-Ion 3.7V 100omAH Acquisition Sensitivity -148 dBm (See online techn)cal specifications for latest Location Accuracy 2.Om details regarding battery) Location Update Rate up to 10 Hz Anti-jamming PHYSICAL AGPS/Location assistance capable Dimensions 5.7S x 4.0 x 12'(146 x 102 x 40mm) .............................................................. Weight 8.0 oz.(2279) CELLULAR ............ ..LTE 700/800/900/2100/2600 MHz(depending CONNECTORS,SIM ACCESS on configuration) SIM Access Slot Access Dowrdink up to 100 Mbps(peak burst rate) Cellular SMA main,SMA diversity Uplink up to 5o Mbps(peak burst rate) External GPS SMA(with tamper monitoring,3.OV) Fallback to HSFAICDMA(depending on External WIR SMA RP configuration) Ethernet 2x l0/100 Base-T R145 HSPA Tri-Band 85o119o011200 MHz diversity capability USB On-The-Go(mini),Host Type A Downlink up to 7.2 Mbps Serial 1 DB-9(RS232+RS485), Uplink up to 5.76 Mbps 1 5-Pin Molex TTL level switch power Fallback to HSDPA/UMTS/EDGE/ 4-Fin Molex Power,ignition,ADC GPRS/2AGHz 22-Pin Molex 1/0 connections ........ ......... ..... .. ............I........... ..... ... ., .,.... .. LOCAL AREA NETWORKING CERTIFICATIONS Bluetooth 4.0 Dual Mode Fully certified FCC,CE,IC,PTCRB,Applicable Carriers SupportsBLE .. .................................................... Shared antenna with Wi-Fi MOUNTING Wi-Fi 802.11 b/g/n/i Screw mounting bracket Supports access point and/or client Tie-wrap or adhesive ................................................... ......... .. operations OPTIONAL ACCESSORIES Supports intemaUexternal antenna All necessary antennas(GPS,cellular,combined GPS/cellular) DEVELOPMENT SUPPORT OPTIONS Serial adapter cable RS-232 8-wire(PPP,AT commands,NMEA GPS output) Customized hardware and software development available on request Internal/Exte(nal/Optional jPOD°truck KU interface Connectorized VO wiring harnesses bout CalAmp IAmp Corp.INASDAQ CAMP)is a proven leader in providing wireless CalAmp Corp. ommunicatioos solutions to a broad array of vertical market applications and 2117 Salk Avenue,Suite 200,Carlsbad,CA 92008 ustomers.CalAmp's extensive portfolio of intelligent communications devices T.760.438.90101 F:760.438.583S treamline othervrise complex machine-to-machine(M2M)deployments. hese solutions enable customers to optimize their operations by collecting, wVAv.Calamp.Com nitoring and eff cien►ly reporting business critical data and desired CalAmp Corp.I www.calamp.com nteltigence from high-value remote assets.For more information,please visit O 201 S CalAmp.Rev:1.26.15 FNWwcalamp.com. All specifications are typial and subject to change without notice MarshollGIS 18 City of Bozeman 912712018 LiGO AVL/GPS Telematics System AT1-AP-3H - There are no reviews for this item. Be the first to:vrite a revieov... ' Inductive proximity sensor,tubular, 30mm diameter x 60mm body, nickel-plated / t brass housing. PNP. N.O. output, 15mm sensing distance.shielded, 150 Hz switching frequency, IP67.4-pin M12 quick-disconnect. Go to the Product Overview for this category. AT1-AP-3111 Specifications n Technical Specifications Technical Attributes Item Proximity sensor Sensor Type Inductive Shape Tubular Housing Size 30mm diameter x 60mm body Housing Material Nickel-plated brass Barrel Type Threaded Sensing Method Extended sensing Adjustable No Number of Wires 3 Switching Output PNP Operation Mode N.O.output Sensing Distance 15mm Mounting Type Shielded 1/0 Link Compatible No Frequency Response 150 Hz Operating Voltage 10 to 30 VDC IP Rating IP67 Connection 4-pin M12 quick-disconnect Includes Mounting hardware Additional Information Purchase cable separately MarshallGlS 19 City of Bozeman 912712018 UGO AVL/GPS Telematics System Appendix B: Investment Summary Below is the investment summary for the project. Conn,-& Your World'" QUOTE 6(6- -.2 marshallGlS o: From: Carrie Shockley Terry Bartlett City of Bozeman MarshallGIS 20 E.Olive St. 2915 N Cole Rd. Bozeman,MT 59771-1230 Boise,ID 83704 Email: cshockdeyobozeman.net Email:tbartlett@marshaligis.com Phone:(406)582-2252 Phone:(208)514-0411 otal Quote Amount: $19,216.00 Quote#:QUO-01005469H3D5 Revision#:2 Project Name: Quote#2-LiGW GPS Telematics-Base System w/new LTE Calamp 2600 Devices Issue Date: 9/4/2018 Effective For: 180 PricingScope Line Item Product Quantity Price/Unit Extended Cost New CalAmp 2600 Series GPS Device Setup&Configuration options for 5 digital inputs(including Driver ID) 1 minimum 3 wire install required 32 $170.00 $5,440.00 No KU diagnostics Includes configuration of the identified 43 identified sensor 2 UGO Subscription:Annual($20/mo./connected device) 32 $240.00 $7,680.00 -does not include ECU engine readings 3 U609 ACCESS License(one time fee) 1 $5,000.00 $5,000.00 4 LiGO&ACCESS Maintenance(annual) 1 $1,000.00 $1,000.00 5 Dispatch Module Unlimited included 6 Maintenance Module Unlimited inlcluded 7 IIGOB Mobile Unlimited inlcluded 8 Unlimited Web Based Training Unlimited inlcluded 9 Unlimited System Users Unlimited inlcluded 10 Shipping&Handling 32 $3.00 $96.00 Year 1 Total Investment $19,216.00 Ongoing Annual LiGO,3 GPS TelemaUcs Subscription $7,680.00 Ongoing Annual LiGO6 ACCESS API Maintenance $1,000.00 Optional Pricing Line Item Product Quantity Price/Unit Extended Cost 11 CalAmp LMU-260014200 Series GPS Device Additional Input 1 $50.00 $50.00 Setup and Configuration 12 Driver ID iButton Pac ge Setup(includes 1 ea.Outton,RFID 1 $105.00 $105.00 Reader,buzzer 13 Driver ID Tag(!Button)-10 Pack 1 $95.00 $95.00 14 UGOB Professional Services(per day) 1 $1,500.001 $1,500.00 Quote Assumption 1, Upon Acceptance of this Quote,the client acknowledges that they have read and understand both the"Master License Agreement",and the"Soffivare Maintenance and Services Delivery Agreement". 2, MarshalIGIS will deliver a vehicle information sheet to the City to finalize the appropriate devices to use for any particular 3, All new hardware remains the property of Marsha[IGIS and must be returned, postage paid,within 30 days of termination of service. 4. Only those services provided by this quote,and accepted by the client,are provided for this project's scope of work.Additional services above and beyond this quote may be subject to additional charges. 5, This quote assumes that payment vAll be made upfront,and on a recurring annual basis. 6. Installation services costs are not included with this Quote 7. Engine diagnostic device and cable costs are not included, 8. Applicable taxes not included in this quote but will be added upon final determination. MarshallGIS 2 City of Bozeman 912712018 VGO AVLIGPS Telematics System EXHIBIT C SOFTWARE MAINTENANCE AND SERVICES DELIVERY AGREEMENT Software Maintenance and J Services Delivery Agreement marshallGIS 2915 N.Cole Rd.,Boise,ID 83704-TEL 208.514.0411 This Software Maintenance and Services Delivery Agreement(hereinafter referred to as IN NO EVENT SHALL MARSHALLGIS BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT Agreement)is made by and between the licensee printed below(hereinafter referred to as OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS; LOST SALES OR BUSINESS "Licensee"),and Marshall and Associates,Inc.,dba MarshallGlS,(hereinafter referred to as EXPENDITURES;INVESTMENTS;OR COMMITMENTS IN CONNECTION WITH ANY BUSINESS, "MarshallGlS"). LOSS OF ANY GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR USE DEFINITIONS: OF THE SOFTWARE,SERVICES OR DOCUMENTATION, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY,AND WHETHER OR NOT MARSHALLGIS HAS BEEN ADVISED OF THE "Software" means all or any portion of MarshallGlS proprietary software or services POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING technology accessed or downloaded from a MarshallGlS-authorized website or delivered ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. on any media in any format including backups,updates,service packs,patches,hot fixes or permitted merged copies. ARTICLE S—LICENSE Maintenance,services delivery, and support are provided subject to the terms and "Services"means all or any portion of MarshallGlS Web Services,Platform as a Service conditions of the then-current Master License Agreement, Exhibit A General Services,and/or Services delivery via virtual appliance. License Terms and Conditions and Exhibit Software License Type and Scope of Use,available on MarshallGlS'website at www.marshaligis.com and included with a ARTICLE 1---TERM AND FEE quote or with the deliverable Software and/or Services. Licensee may only use the type and number of copies of the Software,Services, Data, Web Services, and The initial term of this Agreement will begin on receipt of order(renewal date)and will Documentation for which the appropriate license fees have been paid to MarshallGlS and continue for twelve(12)consecutive months at the fee(s)noted in the MarshallGlS Quote. in accordance with the Master License Agreement and Exhibits referenced above, and Services delivery and/or annual software maintenance will renew automatically based on the licensed configuration on file with MarshallGlS Customer Support.Licensee may the MarshallGlS quote provided 90 days priorto the renewal date,or previously agreed upon not assign the rights granted hereunder,or any ofthem,without the prior written consent multi-year Quote.Payment is due annually in advance. If Licensee wishes to reinstate of MarshallGlS. lapsed services delivery or software maintenance,Licensee agreesto pay a reinstatement fee as well as the annual service delivery or maintenance fee. Licensee agrees to pay ARTICLE 6—APPLICABLE LAWS MarshallGlS invoices before renewal date.To reinstate lapsed services delivery and/or This Agreement is governed by and construed in accordance with the laws of the State of maintenance,fees from the date maintenance and/or services delivery lapsed,in addition Montana without reference to conflict of laws principles, except that US federal law to the current fees,must be paid.All fees are nonrefundable. shall govern in matters of intellectual property. ARTICLE 2—SOFTWARE MAINTENANCE AND SERVICES DELIVERY UPDATES ARTICLE 7—ENTIRE AGREEMENT As discussed further on the MarshallGlS website named below, MarshallGlS provides This Agreement constitutes the sole and entire agreement of the parties as to the subject technical support in response to specific inquiries as well as service delivery and matter set forth herein and supersedes any previous agreements,understandings,and software maintenance by way of patches,updates, and upgrades as applicable. arrangements between the parties relating to such subject matter.Any modification(s)or Maintenance and service delivery is composed of technical support,updates, and other amendment(s) to this Agreement must be in writing and signed by an authorized benefits.MarshallGlS will support/maintain the Software and Services delivery for a period representative of each party. of twelve(12) months. Software maintenance and Services delivery will apply only to unmodified Services and Software and commercially released updated versions ofthe The parties have agreed to these terms and have executed this Agreement on the date Software and Services.Software and Services updates are provided only for standard last signed below. hardware platforms and operating systems supported by MarshallGlS as described in the Software and Services documentation.Licensee is responsible for making or arranging IN WITNESS WHEREOF,the parties have caused this Agreement to be executed and for updates to interfaces for nonstandard devices or custom applications. effective as of the last date written below. MarshallGlS services and software maintenance will be provided in compliance /.'1_- 0 with the MarshallGlS Standard Support and Maintenance Program shown on the vv,MM''NN O� MarshallGlS website www.marshailgis.com. MarshallGlS supports users with the (Licensee /w installation and maintenance of MarshallGlS Software, use of MarshallGlS Services, By: � assistance in solving problems arising from the use of the Software and/or Services, Authorized Signature approved hardware interfacing of peripheral devices,and logging of enhancement requestsand problems or issues submitted by the user. Printed Name: YI ?ILGliILUM Licensee may contact Customer Support at: �: L E-mail:su000rt(@marshaligis.com Title: Ej lS Sat Ca T Phone:208-514-0411 Date: lots I Za or Toll-Free Phone: 1-877-348-3601 Support Web Forum:www.marshaligis.com MARSHALL AND 0 AT ,IN MARSHALLGIS) ARTICLE 3—TERMINATION By: This Agreement maybe terminated by either party giving the other party thirty(30)days' Authorize ate Notice of intent to terminate prior to the end ofthe term. Printed Name: Elizabeth Marshall ARTICLE 4—LIMITATION OF LIABILITY AND REMEDIES MarshallGlS will use commercially reasonable efforts to provide corrections or Title: CEO workaround solutions for any problem or issue reported and determined to be in the Software,Services or the documentation at no cost to Licensee for the term of this License1e-Contact Information Agreement.While it is MarshallGlS'goal to provide an acceptable resolution for incoming Contact: CA SO_ S YlJO �.W\ problems/issues and incidents,MarshallGlS cannot predict a resolution time and is unable to guarantee that all problems or issues can be resolved or addressed. Address: \V EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTY, MARSHALLGIS DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,INCLUDING,BUT NOT gbuiM����� �� LIMITED TO,THE IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR City,State,ZIP: PURPOSE, NONINTERFERENCE, SYSTEM INTEGRATION, AND NONINFRINGEMENT. O MARSHALLGIS DOES NOT WARRANT THAT THE SOFTWARE, SERVICES OR Telephone: qD O on$ L—ZZ,5Z. DOCUMENTATION WILL MEET LICENSEE'S NEEDS,OR THAT LICENSEE'S OPERATION OF THE Fax: SAME WILL BE UNINTERRUPTED OR ERROR FREE,OR THATALL NONCONFORMITIES CAN OR I WILL BE CORRECTED. E-mail: b If MarshallGlS fails to fulfill its obligations under this Agreement, Licensee's sole and 1 y 20,2016 Page 1 of 1 exclusive remedy is the right to terminate this Agreement immediately for the affected Software. r=_ .kin Standard Support and marshallGlS Maintenance Program 1. INTRODUCTION 1.1 Purpose.The purpose of this Standard Support and Maintenance Program ("SSMP") document is to: • Describe the SSMP • Provide definitions of Maintenance and Support-related terminology. • Describe the services delivered • List general procedures and conditions, including contact information and requirements. 1.2 Program Overview.The SSMP is the support and maintenance MarshallGIS provides for unmodified Software and Services Delivery of GeoKNX° and LiGO° products to the software or services license holder ("Licensee"), including incident tracking, attempts to correct reported problems, new releases, updates and enhancements. The Program is composed of the following: • Technical Support Services • Software Maintenance Services 2. DEFINITIONS AND DESCRIPTIONS Capitalized terms used in this SSMP document shall have the following definitions: Authorized Caller(s) or Point(s)of Contact. An authorized Caller or Point of Contact is an individual designated by Licensee who may contact MarshallGIS to request technical support(e.g.,to report incidents or request assistance with Software or Services use). Incident. An Incident is the record of a customer request for technical assistance made by phone or email. It contains technical notes and documentation of interactions between the customer and support representative related to the request. Maintenance Term.The Maintenance Term is the Maintenance subscription duration as defined by the Maintenance start and end dates, during which customers that have licensed products and have purchased Maintenance are entitled to receive applicable Maintenance benefits. Referenced Software. Referenced software is a Software Product not supplied by MarshallGIS, which may include, but is not limited to Esri software or Asset Management Systems. Service Pack.A Service Pack is a fix for a specific software version in an area deemed critical for a specific site (e.g., when production has stopped). Services Delivery. Delivery of Services via MarshallGIS Web Services, Platform as a Service, and/or via virtual appliance. Software License. A Software License is the limited grant of rights to use a Software program or component as defined by the terms and conditions in the MarshallGIS software Master License Agreement (MLA). Software Maintenance. Software Maintenance is provided through Software Updates and Service Packs. MarshallGIS 1 of 4 SSMP Software Update. A Software Update is a new version release of the software that may include increased functionality, compatibility with newer versions of software referenced by the Software Product,enhancements and fixes. Technical Support Services.Software technical support or technical assistance provided by MarshallGIS to Licensee. 3. TECHNICAL SUPPORT SERVICES 3.1 Eligibility. In order to be eligible to receive Technical Support Services, payment of Customer's Annual subscription or maintenance must be current. 3.2 Services Provided. MarshallGIS Technical Support Services comprises the following: 3.2.1 Telephone Support and Incident Reporting/Logging. If a technical issue arises that Licensee needs help with,the Licensee can report an Incident with MarshallGIS over the phone or through email. Support hours for North America are Monday through Friday,7:00 a.m.to 6:00 p.m. Mountain Time (except for MarshallGIS and/or Licensee holidays). Licensee can reach MarshallGIS at 1-208-514-0411 or support@marshallgis.corr. Alternatively, registered MarshallGIS Customer Service Portal Users may reach us through the rortal. Licensee is not limited to a set number of times Support can be contacted. 3.2.2 Live Remote Assistance. MarshallGIS may interact with Licensee's system and the Authorized Caller or Point of Contact using a remote tool to assist with technical support. 3.2.3 Accessing Technical Support Services. Licensees are required to designate Authorized Callers or Points of Contact for all direct Technical Support communications with MarshallGIS. Licensee may replace an Authorized Caller or Point of Contact at any time by notifying MarshallGIS Support Services. 3.2.4 Request for Technical Support.All requests for technical support must contain detailed information about the Licensee's Incident and level of severity.Technical support specialists expect information that includes a description of the problem and the software environment.To help expedite a solution support specialists expect access to key personnel,systems and data. 3.2.5 On-Line Technical Support. An on-line technical customer support portal will be made available to all customers on a 7/24/265 basis. The portal will include training webinars, blog and related support information. 3.3 Support Services Scope 3.3.1 Software.Technical assistance provided through MarshallGIS Support Services is limited to unmodified MarshallGIS Software. 3.3.2 Platform.Software technical support extends only to platforms and environments certified by MarshallGIS for use with the Software Product as described in the Software Release Notes, Requirements Checklist and User Guides. Marsha/IGIS 2 of 4 SSW 3.3.3 Peripherals.Technical assistance through the SSMP is not available for hardware,graphic cards, monitors, and other similar peripherals,except to answer questions of how standard supported devices interface with MarshallGIS Software. 3.3.4 Referenced Software.The Technical assistance to be provided by MarshallGIS under this SSMP shall not include assistance necessary due to failure of a Software Product not supplied by MarshallGIS or not covered under this SSMP. Services provided by MarshallGIS that are outside the scope of and/or specifically excluded by this SSMP shall be invoiced by MarshallGIS at a rate determined by MarshallGIS based on the nature of the services(s). 3.3.5 Training.This SSMP does not include on-call customer training support for the use of the Software Product or referenced software. 3.4 Response and Resolution Time. Resolution times are dependent on factors that are often outside the control of MarshallGIS. These factors often include, but are not limited to,operating system limitations, limitations based on user-designated workflow,security issues, integration with referenced software not provided by MarshallGIS, and customer availability. MarshallGIS is usually able to answer questions and suggest solutions to Incidents according to the table below, but the resolution time may depend on the complexity of the Incident. While it is the goal of MarshallGIS to provide an acceptable resolution to all incoming issues, MarshallGIS cannot predict resolution time. Severity Level Response Target Resolution Target Severity 1 Production Down Within 1 business hour 24 business hours Severity 2 High Within 4 business hours 14 business days Severity 3 Medium Within 8 business hours 30 business days Severity 4 Low Within 12 business hours To be mutually agreed upon Response/Resolution times are during Support hours. Response time is defined as the period of time within which MarshallGIS will acknowledge a Technical Support request from the customer. Resolution time begins after initial response. 4. SOFTWARE MAINTENANCE SERVICES MarshallGIS may make available to an eligible Customer any MarshallGIS approved Software Product releases, to include Updates,Service Packs,corrections or improvements to the Software Product for a period of twelve (12) months. Software Product Updates will apply only to unmodified Software Product and to commercially- released updated versions of the Software. 4.1 Eligibility. In order to be eligible to receive Software Maintenance Services, payment of Customer's Annual subscription or maintenance must be current. Maintenance Services will be provided on an as-needed basis if changes and/or enhancements have been made to the Software Product. 4.2 Release Schedule. Updates will be made within six months of a new release of referenced Asset Management or Esri software that is referenced by the Software Product. MarshallGIS reserves all rights to modify its Update Release Schedule at its sole discretion. 4.3 Requirements.Software Product Maintenance Services extend only to platforms and operating environments certified by MarshallGIS for use with the Software Product. Detailed information about minimum software and hardware requirements is available in User Guides, Requirements Checklist and Release Notes. MarshallGIS 3 of 4 SSMP 4.4 Electronic Access to Software Maintenance. MarshallGIS shall grant to the Customer the right to access such electronic distribution services, as MarshallGIS deems appropriate. These distribution services may include real time updates to web-based applications,electronic mail via the Internet or access via MarshallGIS FTP site to files and documents. It shall be the responsibility of the Customer to provide any such resources as may be necessary for the Customer's electronic access to the Software Maintenance. In addition, Customer shall bear all costs associated with telephone line access during its receipt of these services. Customer shall contact MarshallGIS Customer Support for the specific electronic access means being offered. S. MAINTENANCE TERM AND RENEWAL 5.1 Term. This SSMP will commence upon verification by MarshallGIS of initial receipt of order per selected delivery method and shall continue for twelve (12) consecutive months at the fee(s) listed in the agreed upon quote or contract. 5.4 Termination. MarshallGIS reserves the right to unilaterally and immediately terminate services under this SSMP in the event Licensee fails to adhere to the terms and conditions of the Master License Agreement or Software Maintenance and Services Delivery Agreement. 6. PAYMENT 6.1 Non-Payment.Services provided under this SSMP may be terminated without notice if subscription or maintenance payment is not received by its due date. If Customer is delinquent on any obligation to MarshallGIS, MarshallGIS may suspend services provided by the SSMP until Customer pays its obligation. No credit or refund will be provided during any periods of suspension. 6.2 Additional Services.Services outside the scope of the SSMP may be provided on a Time-and-Materials basis, Flat Fee basis,or may require on-site work at a negotiated price. MorshallGIS 4 of 4 SSMP