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RPVCCA_CC_SR_2015_05_05_N_Cityworks_PW_Computerized_Maint_Mgmt_System
CITY OF t iRANCHO PALOS VERDES MEMORANDUM TO: HONORABLE MAYOR & CITY O INCIL MEMBERS FROM: DAN LANDON, IT MANAGER DATE: MAY 5, 2015 SUBJECT: AGREEMENTS FOR CITYWORKS PUBLIC WORKS COMPUTERIZED MAINTENANCE MANAGEMENT SYSTEM IMPLEMENTATION REVIEWED: DOUG WILLMORE, CITY MANAGER A4A--)- CAROLYNN PETRU, ACTING CITY MANAGE RECOMMENDATION (1) Enter into a licensing and maintenance agreement with Azteca "CityWorks" for a GIS Centric Computerized Maintenance Management System (CMMS) for the amount of $27,000 annually to support the Public Works Department work order, project management and reporting functionalities; and, (2) Enter into a CityWorks implementation agreement with Miller Spatial Services (MSS) in the amount of $48,825 plus a ten (10) percent contingency for CityWorks system implementation and training for a total maximum implementation cost of $53,707.50. BACKGROUND The Public Works Department currently processes service requests and work orders using a combination of manual forms, email and spreadsheet type applications. As noted in several assessments including Management Partners in 2008, Nexlevel in 2011 and Matrix in 2012, the City would benefit by an upgrade in computerized systems in order to realize productivity and efficiency gains as well as enhanced information available for management decisions and public transparency. Staff has completed a long process to analyze the various GIS Centric Computerized Maintenance Management Systems available in the market and have selected Azteca Systems "CityWorks". On March 17, 2015 Staff presented City Council with the background on the AGREEMENTS FOR CITYWORKS PUBLIC WORKS COMPUTERIZED MAINTENANCE MANAGEMENT SYSTEM IMPLEMENTATION MAY 5, 2015 Page 2 of 4 comprehensive process undertaken to select and recommend CityWorks as the Public Works system to manage work orders, infrastructure projects and reporting and are requesting the approval to enter into two (2) separate agreements. The first agreement is for the licensing of the CityWorks business system through the manufacturer, Azteca Systems. The second agreement is the result of comprehensive negotiations with a City GIS consultant which is also a CityWorks Gold Partner, Miller Spatial Services, in order to implement the software and link CityWorks with the City's ESRI GIS system. Funds were appropriated previously for the implementation of several Enterprise Business Systems including this Public Works Work Order and Asset Management System, also known as the CMMS, and have been carried over to FY14-15. Itis expected that the Public Works CMMS will be fully implemented in FY15-16 as specified in the Five Year IT Plan presented to City Council in August 2014. DISCUSSION CityWorks is among a very small number of CMMS systems that are GIS Centric, or provides the ability for two (2) way GIS data synchronization. CityWorks supported functions include asset and work order management, recording of inspections and condition data, and reporting on a wide variety of data including by individual work request or rolling up costs for categories of work. CityWorks can be used as a tool to manage City infrastructure projects, visually mapping aspects of the project and linking work order activities to the associated infrastructure projects. The CityWorks system also supports logging and tracking of service requests by the public using third party systems known as Citizen Request Management (CRM) systems that can be used for accepting and tracking of resident service requests on the internet or through mobile phone apps, planned as a second phase of this implementation. CityWorks includes several built-in spatial data models based on the schemas defined by our GIS system manufacturer, ESRI. The models support a wide range of municipal assets already programmed as layers into GIS such as water, wastewater, storm water, and road networks. The City can then modify the schemas to suit our requirements during the implementation phase. Cityworks manufacturer, Azteca Systems, does not perform system implementations themselves. The supported implementation model is through separate third -party CityWorks implementers. It is useful during the implementation phase to employ an implementer with a heavy knowledge of GIS systems and in particular our specific GIS schema. Miller Spatial Services (MSS) is both a CityWorks Gold partner, and has experience with our City GIS system. MSS is also based in Southern California allowing for reduced implementation travel expense, more onsite time during implementation and a higher level of service after implementation. CityWorks licensing Azteca Systems licenses the CityWorks software with cost based on City population, the 2 AGREEMENTS FOR CITYWORKS PUBLIC WORKS COMPUTERIZED MAINTENANCE MANAGEMENT SYSTEM IMPLEMENTATION MAY 5, 2015 Page 3 of 4 number of modules purchased and the quantity of user licenses. There is no large up- front software purchase cost. The annual agreement entitles customers to system maintenance and upgrades, configuration is the responsibility of the customer. Several meetings were conducted with CityWorks to determine the appropriate licensing model with two (2) models eventually considered. One model was a comprehensive licensing model that included many of the CityWorks modules including the base system, mobile device, "storeroom" inventory management, and access to a wide variety of Application Programming Interfaces (API's) for systems integrations as well as a "site" license in which there is no maximum number of users. The cost of this systems was $45,000 annually. The second model included the base Cityworks system and mobile device access but was licensed per user rather than a site license. The City would need twenty (20) user licenses, and the "storeroom" feature is not required at this time so the most appropriate licensing model is the Workgroup edition priced at $27,000 per year based on the necessary features and a much lower cost than the site license model. The attached CityWorks licensing agreement (Exhibit A, page 5) and annual licensing quote (Exhibit B, page 19) are a result of those negotiations. Note that the CityWorks annual licensing agreement is not a purchase of the system software; it is for annual licensing to use the software and for upgrades and CityWorks support. Continued use of the system will require paying the annual subscription. CityWorks will be installed onsite, so the City has full control over the data and system configurations. Like most software licensing agreements, this agreement is very one-sided in favor of the Licensor, and they typically don't modify their base agreement. It contains many limitations on their liability, including an overall financial cap on liability based on the amount that they receive from the City pursuant to the Agreement. Another example is that the venue for any lawsuit regarding the agreement is in Utah. On the other hand, the agreement can be terminated by either party with thirty days' notice. Thus, if problems develop, and the City is unhappy with the services, the agreement can be terminated promptly. Implementation The proposed implementation consists of a planning phase, implementation and configuration phase, and a training and go -live support phase. During the planning phase, Staff will work with the implementer to develop a comprehensive workflow based on our current processes that best fits into the CityWorks system capabilities. During configuration and implementation, the consultant will program CityWorks workflows, functionality, features and reports required to accomplish the functionality identified in the planning phase. Finally, the training and go -live phase will commence with a comprehensive staff training program, on-site support during go -live and eighty (80) additional hours of support after go -live to address any functionalities that were not identified during the planning phase or captured in the Scope of Work. The implementation will be milestone payment based rather than a time and materials 3 AGREEMENTS FOR CITYWORKS PUBLIC WORKS COMPUTERIZED MAINTENANCE MANAGEMENT SYSTEM IMPLEMENTATION MAY 5, 2015 Page 4 of 4 implementation with thirty (30) percent of the total cost paid after a successfully approved go -live. The project scope includes eighty (80) hours of after go -live support and a sixty (60) day after go live on-site consultation to address any identified issues or changes. Exhibit C (page 21) and D (page 32) are the Miller Spatial Services Professional Services Agreement and Scope of Work respectively. The cost of this implementation is $48,825 plus a ten (10) percent contingency for potential out of scope work for a total maximum possible cost of $53,707.50. FISCAL IMPACT The total maximum cost of the CityWorks system implementation is $80,707.50 including the first year annual licensing and all implementation costs. Annual licensing is expected to be $27,000 and will be included for approval by City Council in future year IT budgets. The system will require a future support arrangement for upgrades, changes and functionality assistance. Staff estimates that that a 100 hour arrangement with MSS will be sufficient at $85 per hours for a total maintenance and support cost estimated at $8,500, paid only as hours are used, that will be included in future IT budgets presented to City Council for approval. Attachments: Exhibit A — CityWorks licensing agreement (page 5) Exhibit B — CityWorks licensing quote (page 19) Exhibit C — MSS Professional Services Agreement (page 21) Exhibit D — MSS Scope of Work and pricing (page 32) 11 ityworks- Azteca Systems, Inc., 11075 South State, Suite 24 -TEL 801.523.2751 •FAX 801.523.3734 www.cityworks.com CITYWORKS® LICENSE AGREEMENT This Master Software License Agreement made by and between Azteca Systems, Inc. ("Azteca Systems") a Utah corporation, with a place of business at 11075 South State, Suite 24, Sandy, Utah 84070 USA and the City of Rancho Palos Verdes, CA, using certain of Azteca Systems Licensed Products hereinafter referred to as "Licensee." The parties hereto acknowledge that this Agreement is intended to be a master agreement under which Licensee may license licensed Products from time to time. Pursuant to the terms of this Agreement, the Maintenance Addendum, and any additional addendums or amendments thereto, Azteca Systems or its Affiliates may license the Licensed Products and provide support and maintenance to Licensee or Affiliates of Licensee. This Agreement is effective immediately upon delivery of Licensed Products (the "Effective Date"). WHEREAS, Azteca Systems has developed and is the owner of an extensive platform of products (the Software, as defined below); WHEREAS, Licensee desires a non-exclusive license to use some of the products of the Software known as Cityworks® (as set forth herein); and WHEREAS, Azteca Systems is willing to grant such a license on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the foregoing and of the mutual promises contained in this Agreement, Azteca Systems and Licensee agree as follows: ARTICLE 1—DEFINITIONS 1.1 Definitions. The terms used are defined as follows: a. "Agreement" means this Software License Agreement between Azteca Systems and Licensee, inclusive of all schedules, exhibits, attachments, addenda and other documents incorporated by reference b. "Authorization Code(s)" means any key, authorization number, enablement code, login credential, activation code, token, account user name and password, or other mechanism required for use of a Product. C. "Authorized User" or "User" shall mean: (i) a direct user of the Licensed Products, including but not limited to Licensee's employees; or (ii) Licensee's consultants who have agreed to maintain the Licensed Property in confidence and use it only for the benefit of Licensee. d. "Covered Software" shall mean the particular Cityworks Software, scripts, interfaces and custom code identified in Addendum 1. e. "Custom Applications " shall mean any scripts, interfaces, reports or program code created by Azteca Systems, Licensee, Cityworks Partner, or other third -party, other than Program Modifications to the Cityworks applications that provide specific functionality uniquely designed for the Licensee. Any Custom Applications delivered to Licensee shall NOT become part of the Licensed Software unless otherwise specified in Addendum 1. f. "Data" means any Azteca Systems or third -party digital dataset(s) including, but not limited to, geographic vector data, raster data reports, or associated tabular attributes, whether bundled with Software and Online Services or delivered independently. g. "Deployment Server License" means a license that, in addition to providing staging server License rights, authorizes Licensee to install and use the Software for deployment in Licensee's internal use. It. "Testing Server License" means a license that authorizes Licensee to install and use the Software on a server in Licensee's internal use to provide testing License rights prior to deployment. i. "Documentation" means all user reference documentation that is delivered with the Software and includes but is not limited to (a) all materials published, provided digitally, or otherwise made available to Licensee by Azteca Systems that relate to the functional, operational and/or performance capabilities of the Software; (b) all user, operator, system administration, technical, support and other manuals and all other materials published, provided digitally or otherwise made available to Licensee that describe the functional, operational and/or performance capabilities of the Software; (c) any Requests for Information and/or Responses for Proposals (or documents of similar effect) issued by Licensee, and the responses Master License & Maintenance Agreement Page 1 of 14 1/1/15 ed. 5 thereto from Azteca Systems, and any document which purports to update or revise any of the foregoing; and (d) the results of any "Proof of Concept" or similar type presentations or tests provided by Azteca Systems to Licensee. j. "Internal Use" means use of the Licensed Products by employees of Licensee in Licensee's internal operations but does not include access of the Licensed Products by, or use of the Licensed Products in the provisions of services to, Licensee's clients or customers. Internal Use also includes use of the Licensed Products by contractors of Licensee, including contractors providing outsourcing or hosting services, as long as Licensee assumes full responsibility for the compliance with this Agreement in such use. Use of the Licensed Products (or any part thereof) for the benefit of others, whether by means of a software as a service offering, service bureau application, application service provider, outsourcing or other means of providing service to any third party shall not be considered Internal Use. k. "Licensed Products" shall mean the portion of the Cityworks Software and the Documentation to which Licensee has purchased a License as identified as specified in Addendum 1 attached hereto. Licensed Products shall include any updates or upgrades to the Licensed Products that Azteca Systems may at its discretion deliver to Licensee. 1. "Login" means a license that allows Licensee to permit a single authorized named end user to use the Software, Data, and Documentation installed on a server and accessed from a computer device. in. "Online Services" means any Internet -based system, including applications and associated APIs, hosted by Azteca Systems or its licensors, for storing, managing, publishing, and using Cityworks software and data, and other information. n. "Ordering Document(s)" means a sales quotation, purchase order, or other document identifying the Products that Licensee orders. o. "Preview" means any alpha, beta, or prerelease Product. p. "Product(s)" means Software, Data, Online Services, and Documentation licensed under the terms of this License Agreement. q. "Sample(s)" means sample code, sample applications, add-ons, or sample extensions of Products. r. "Server" means each single instance of an operating system, whether physically installed on a computer or within a virtualized environment. S. "Software" or "Cityworks Software" means all or any portion of Azteca Systems proprietary software technology accessed or downloaded from an Azteca Systems (Cityworks) - authorized website or delivered on any media in any format including backups, updates, service packs, patches, hot fixes, or permitted merged copies. t. "Maintenance Addendum" shall mean the Master Software Maintenance Addendum attached hereto. U. "Term License" means a license or access provided for use of a Product for a limited time period ("Term") or on a subscription or transaction basis. ARTICLE 2—INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP Products are licensed, not sold. Azteca Systems and its licensors own Products and all copies, which are protected by United States and applicable international laws, treaties, and conventions regarding intellectual property and proprietary rights including trade secrets. Licensee agrees to use reasonable means to protect Products from unauthorized use, reproduction, distribution, or publication. Azteca Systems and its third -party licensors reserve all rights not specifically granted in this License Agreement including the right to change and improve Products. ARTICLE 3—GRANT OF LICENSE 3.1 Grant of License. Subject to the terms of this agreement, Azteca Systems grants to Licensee a personal, nonexclusive, nontransferable license solely to use the Products as set forth in the applicable Product Licensing Addendum (i) for which the applicable license fees have been paid; (ii) for Licensee's own internal use; (iii) in accordance with this License Agreement and the configuration ordered by Licensee or as authorized by Azteca Systems or its authorized distributor; and (iv) for perpetual use or for a term, if term is identified, until terminated in accordance with Article 5. License types may include, but are not limited to Login, Workgroup, Departmental, ELA (Enterprise License) or Term Licenses. In addition to the Scope of Use in Article 4, Addendum 1-- Product Licensing and the Software Terms and Use which applies to specific Products, Addendum 2 -- Maintenance Agreement, Addendum 2, and Addendum 3 – Online Agreement (if applicable) collectively, are incorporated in this Agreement. a. Software. Use and License for specific Software products are set forth in Addendum 1- Product Master License & Maintenance Agreement Page 2 of 14 1/1/15 ed. 6 Licensing Addendum, which is incorporated by reference. b. Maintenance. Maintenance terms are set forth in Addendum 2, - Maintenance agreement which is incorporated by reference. c. Online Services. Terms of use for Online Services (if applicable) are set forth in Addendum 3, which is incorporated by reference. RESERVATION OF OWNERSHIP: Azteca Systems retains exclusive right, title, interest, and ownership of any copy of the Software Cityworks and Related Materials licensed under this License Agreement. This Agreement does not transfer ownership rights of any description in the Software or services to Licensee or any third party. Licensee agrees to use reasonable efforts to protect the Software Cityworks and Related Materials from unauthorized use, reproduction, distribution, or publication. 3.2 Preview Release Licenses. Products acquired under an evaluation license or under a Beta program are intended for evaluation and testing purposes only and not for commercial use. Any such use is at Licensee's own risk, and the Products do not qualify for Azteca or distributor maintenance. 3.3 Special Use Programs. If Licensee acquires Products under a special program for noncommercial, nonprofit, educational, or other limited -use license, Licensee's use of the Products is subject to the terms set forth in the applicable enrollment form or as described on Azteca's website in addition to the non -conflicting terms of this License Agreement. All such program terms are incorporated herein by reference. 3.4 Delivery. Unless otherwise requested by Licensee, Azteca Systems shall provide an electronic link to make available to Licensee the Licensed Property by electronic download and a license key to activate the Licensed Property. ARTICLE 4—SCOPE OF USE 4.1 Permitted Uses a. For Products delivered to Licensee, Licensee may: Install and store Products on electronic storage device(s); Make archival copies and routine computer backups; Install and use a Testing Server License of Software concurrently with the Deployment Server License to be replaced during a reasonable transition period not to exceed six (6) months, provided that the deployment of either version does not exceed Licensee's licensed quantity; thereafter, Licensee shall not use more Software in the aggregate than Licensee's total licensed quantity; Move the Software in the licensed configuration to a replacement Server; and b. Licensee may use, copy, or prepare derivative works of Documentation supplied in digital format and thereafter reproduce, display, and redistribute the customized documentation only for Licensee's own internal use. Portions of Documentation supplied in digital format merged with other software and printed or digital documentation are subject to this License Agreement. Licensee shall include the following copyright attribution notice acknowledging the proprietary rights of Azteca and its licensors: "Portions of this document include intellectual property of Azteca and its licensors and are used herein under license. Copyright © [Licensee will insert the actual copyright date(s) from the source materials] Azteca Systems, Inc. and its licensors. All rights reserved." C. Consultant or Contractor Access. Subject to Section 3. 1, Azteca Systems may grant Licensee the right to permit Licensee's consultants or contractors to use the Products exclusively and solely for Licensee's benefit. Licensee must first obtain written permission from Azteca, which may include additional restrictions, prior to granting any rights to consultants or Contractors. Licensee shall be solely responsible for compliance by consultants and contractors with this License Agreement and shall ensure that the consultant or contractor discontinues Product use upon completion of work for Licensee. Access to or use of Products by consultants or contractors not exclusively for Licensee's benefit is prohibited. Master License & Maintenance Agreement Page 3 of 14 1/1/15 ed. 7 4.2 Uses Not Permitted. Except to the extent that applicable law prohibits or overrides these restrictions, or as provided herein, Licensee shall not a. Sell, rent, lease, sublicense, lend, assign, or time-share Products; b. permit persons other than Authorized Users to access or use the Licensed Products (or any part thereof); C. Act as a service bureau or Commercial ASP; d. Use Software, Data, or Documentation for a site or service and operate the site or service for profit or generate revenue through direct or indirect methods (e.g., advertising or by charging for access to the site or service); e. Redistribute Software, Data, or Online Services to third parties, in whole or in part, including, but not limited to, extensions, components, or APIs; or f Redistribute Authorization Codes; g. Reverse engineer, decompile, or disassemble Products; h. Make any attempt to circumvent the technological measure(s) that controls access to or use of Products; i. Upload or transmit content or otherwise use Products in violation of third -party rights, including intellectual property rights, privacy rights, nondiscrimination laws, or any other applicable law or government regulation; j. Remove or obscure any Azteca Systems (or its licensors') patent, copyright, trademark, proprietary rights notices, and/or legends contained in or affixed to any Product, Product output, metadata file, or online and/or hard -copy attribution page of any Data or Documentation delivered hereunder; k. Separate from the licensed use of APIs, Licensee may not unbundle or independently use individual or component parts of the Products, Software, Online Services, or Data; 1. Incorporate any portion of the Software into a product or service that competes with the Software; in. Publish the results of benchmark tests run on Software without the prior written permission of Azteca Systems; or n. Use, incorporate, modify, distribute, provide access to, or combine any computer code provided with the Software in a manner that would subject such code or any part of the Software to open source license terms, which includes any license terms that require computer code to be (i) disclosed in source code form to third parties, (ii) licensed to third parties for the purpose of making derivative works, or (iii) redistributable to third parties at no charge. ARTICLE 5—TERM AND TERMINATION 5.1. This License Agreement is effective upon acceptance. Licensee may terminate this License Agreement or any Product license at any time upon written notice to Azteca Systems. Either party may terminate this License Agreement or any license for a material breach that is not cured within ten (10) days of written notice to the breaching party, except that termination is immediate for a material breach that is impossible to cure. Upon termination of the License Agreement, all licenses granted hereunder terminate as well. Upon termination of a license or the License Agreement, Licensee will (i) stop accessing and using affected Product(s); (ii) clear any client -side data cache derived from Online Services; and (iii) uninstall, remove, and destroy all copies of affected Product(s) in Licensee's possession or control, including any modified or merged portions thereof, in any form, and execute and deliver evidence of such actions to Azteca Systems or its authorized distributor. If this Agreement is terminated under section 4 of the Maintenance Addendum, Licensee shall then return to Azteca Systems all of The Software Cityworks, related modules, related updates, and any whole or partial copies, codes, modifications, and merged portions in any form. Azteca will for no additional charge to Licensee and at Licensee's option either grant a license to the Licensee, for a period of one year, which will allow Licensee to retain the ability to access records and data contained in The Cityworks Software or allow Licensee to create digital copies of all files needed by the Licensee for the same period. The parties hereby agree that all provisions which operate to protect the intellectual rights of Azteca Systems shall remain in force should breach occur. 5.2. Termination of Maintenance. The Maintenance Addendum (Addendum #2) and the rights granted thereunder may be terminated independently of the Agreement in accordance with Section 4 of the Maintenance Addendum. Master License & Maintenance Agreement Page 4 of 14 1/1/15 ed. 8 ARTICLE 6—LIMITED WARRANTIES AND DISCLAIMERS 6.1 Limited Warranties. Except as otherwise provided in this Article 6, Azteca Systems warrants for a period of ninety (90) days from the date Azteca Systems issues the Authorization Code enabling use of Software and Online Services that (i) the unmodified Software and Online Services will substantially conform to the published Documentation under normal use and service and (ii) media on which Software is provided will be free from defects in materials and workmanship. 6.2 Special Disclaimer. DATA, SAMPLES, HOT FIXES, PATCHES, UPGRADES, AND EVALUATION AND BETA SOFTWARE ARE DELIVERED "AS IS" WITHOUT WARRANTY OF ANY KIND. 6.3 Internet Disclaimer. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS AND THAT (i) THE INTERNET IS NOT A SECURE INFRASTRUCTURE, (ii) THE PARTIES HAVE NO CONTROL OVER THE INTERNET, AND (iii) NONE OF THE PARTIES SHALL BE LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE PERFORMANCE OR DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF ONLINE SERVICES. 6.4 General Disclaimer. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, AZTECA SYSTEMS DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND NON -INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. AZTECA SYSTEMS DOES NOT WARRANT THAT PRODUCTS WILL MEET LICENSEE'S NEEDS; THAT LICENSEE'S OPERATION OF THE SAME WILL BE UNINTERRUPTED, ERROR FREE, FAULT-TOLERANT, OR FAIL-SAFE; OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED. PRODUCTS ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD TO DEATH, PERSONAL INJURY, OR PHYSICAL PROPERTY/ENVIRONMENTAL DAMAGE. ANY SUCH USE SHALL BE AT LICENSEE'S OWN RISK AND COST. 6.5 Exclusive Remedy. Licensee's exclusive remedy and Azteca Systems' entire liability for breach of the limited warranties set forth in this Article 6 shall be limited, at Azteca Systems' sole discretion, to (i) replacement of any defective media; (ii) repair, correction, or a workaround for Software or Online Services subject to the Azteca Systems Maintenance Program or Licensee's authorized distributor's maintenance program, as applicable; or (iii) return of the license fees paid by Licensee for Software or Online Services that do not meet Azteca Systems limited warranty, provided that Licensee uninstalls, removes, and destroys all copies of Software or Documentation; ceases using Online Services; and executes and delivers evidence of such actions to Azteca Systems. ARTICLE 7—LIMITATION OF LIABILITY 7.1 Disclaimer of Certain Types of Liability. AZTECA SYSTEMS, ITS AUTHORIZED DISTRIBUTOR (IF ANY), AND ITS LICENSORS SHALL NOT BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS, LOST SALES, OR BUSINESS EXPENDITURES; INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF ANY GOODWILL; OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR USE OF PRODUCTS, HOWEVER CAUSED ON ANY THEORY OF LIABILITY, WHETHER OR NOT AZTECA SYSTEMS OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 7.2 General Limitation of Liability. EXCEPT AS PROVIDED IN ARTICLE 8—INFRINGEMENT INDEMNITY, THE TOTAL CUMULATIVE LIABILITY OF AZTECA SYSTEMS AND ITS AUTHORIZED DISTRIBUTOR HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, SHALL NOT EXCEED THE FEES ACTUALLY PAID BY LICENSEE DURING THE CURRENT SUPPORT PERIOD, Master License & Maintenance Agreement Page 5 of 14 1/1/15 ed. 9 FOR THE PRODUCTS THAT GIVE RISE TO THE CAUSE OF ACTION. 7.3 Applicability of Disclaimers and Limitations. Licensee agrees that the limitations of liability and disclaimers set forth in this License Agreement will apply regardless of whether Licensee has accepted Products or any other product or service delivered by Azteca Systems. The parties agree that Azteca Systems has set its fees and entered into this License Agreement in reliance on the disclaimers and limitations set forth herein, that the same reflect an allocation of risk between the parties, and that the same form an essential basis of the bargain between the parties. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING WARRANTIES, LIMITATIONS, AND EXCLUSIONS MAY NOT BE VALID IN SOME JURISDICTIONS AND APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION. LICENSEE MAY HAVE ADDITIONAL RIGHTS UNDER LAW THAT MAY NOT BE WAIVED OR DISCLAIMED. AZTECA SYSTEMS DOES NOT SEEK TO LIMIT LICENSEE'S WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW. ARTICLE 8—INFRINGEMENT INDEMNITY 8.1 Azteca Systems shall defend, indemnify, and hold Licensee harmless from and against any loss, liability, cost, or expense, including reasonable attorneys' fees, that Licensee incurs as a result of any claims, actions, or demands by a third party legally asserting that Licensee's licensed use of Software or Online Services infringe a US patent, copyright, or trademark, provided: a. Licensee promptly notifies Azteca Systems in writing of the claim; b. Licensee provides documents describing the allegations of infringement; C. Azteca Systems has sole control of the defense of any action and negotiation related to the defense or settlement of any claim; and d. Licensee reasonably cooperates in the defense of the claim at Azteca Systems' request and expense. 8.2 If Software or Online Services are found to infringe a US patent, copyright, or trademark, Azteca Systems, at its own expense, may either (i) obtain rights for Licensee to continue using the Software or Online Services or (ii) modify the allegedly infringing elements of Software or Online Services while maintaining substantially similar functionality. If neither alternative is commercially reasonable, the license shall terminate, and Licensee shall cease accessing infringing Online Services and shall uninstall and return to Azteca Systems any infringing item(s). Azteca Systems entire liability shall then be to indemnify Licensee pursuant to Section 8.1 and refund the unused portion of fees paid, prorated for the current maintenance period. 8.3 Azteca Systems shall have no obligation to defend Licensee or to pay any resultant costs, damages, or attorneys' fees for any claims or demands alleging direct or contributory infringement to the extent arising out of (i) the combination or integration of Software or Online Services with a product, process, or system not supplied by Azteca Systems or specified by Azteca Systems in its Documentation; (ii) material alteration of Software or Online Services by anyone other than Azteca Systems or its subcontractors; or (iii) use of Software or Online Services after modifications have been provided by Azteca Systems for avoiding infringement or use after a return is ordered by Azteca Systems under Section 8.2. 8.4 THE FOREGOING STATES THE ENTIRE OBLIGATION OF AZTECA SYSTEMS WITH RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. ARTICLE 9—GENERAL PROVISIONS 9.1 Future Updates. New or updated Products and subscription renewals will be licensed under the then -current Azteca Systems license terms and conditions included with the deliverable Products. 9.2 Export Control Regulations. Licensee expressly acknowledges and agrees that Licensee shall not export, re- export, import, transfer, or release Products, in whole or in part, to (i) any US embargoed country; (ii) any person on the US Treasury Department's list of Specially Designated Nationals; (iii) any person or entity on the US Commerce Department's Denied Persons List, Entity List, or Unverified List; or (iv) any person or entity or into any country where such export, re-export, or import violates any US, local, or other applicable import/export Master License & Maintenance Agreement Page 6 of 14 1/1/15 ed. 10 control laws or regulations including, but not limited to, the terms of any import/export license or license exemption and any amendments and supplemental additions to those import/export laws as they may occur from time to time. 9.3 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. 9.4 No Implied Waivers. The failure of either party to enforce any provision of this License 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. 9.5 Severability. The parties agree that if any provision of this License 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. 9.6 Successor and Assigns. Licensee shall not assign, sublicense, or transfer Licensee's rights or delegate Licensee's obligations under this License Agreement without Azteca Systems' prior written consent, and any attempt to do so without consent shall be void. This License Agreement shall be binding on the respective successors and assigns of the parties to this License Agreement. Notwithstanding, a government contractor under contract to the government to deliver Products may assign this License Agreement and Products acquired for delivery to its government customer upon written notice to Azteca Systems, provided the government customer assents to the terms of this License Agreement. 9.7 Survival of Terms. The provisions of Articles 2, 5, 6, 7, 8, and 9 of this License Agreement, and the provisions of section 5 of Addendum 2, shall survive the expiration or termination of this License Agreement. 9.8 Equitable Relief. Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable damage and that, in the event of such breach, in addition to any and all remedies at law, Azteca Systems shall have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or proving injury as a condition for relief. 9.9 US Government Licensee. The Products are commercial items, developed at private expense, provided to Licensee under this License Agreement. If Licensee is a US government entity or US government contractor, Azteca Systems licenses Products to Licensee in accordance with this License Agreement under FAR Subparts 12.211/12.212 or DFARS Subpart 227.7202. Azteca Systems Data and Online Services are licensed under the same subpart 227.7202 policy as commercial computer software for acquisitions made under DFARS. The commercial license rights in this License Agreement strictly govern Licensee's use, reproduction, or disclosure of Products. Azteca Systems Software source code is unpublished, and all rights to Products are reserved by Azteca Systems and its licensors. Licensee may transfer Software to any licensed government procuring agency facility to which computer(s) on which Software is installed are transferred. If any court, arbitrator, or board holds that Licensee has greater rights to any portion of Products under applicable public procurement law, such rights shall extend only to the portions affected. 9.10 Governing Law, Arbitration a. Licensees in the United States ofAmerica, Its Territories, and Outlying Areas. This License Agreement shall be governed by and construed in accordance with the laws of the State of Utah without reference to conflict of laws principles, except that US federal law shall govern in matters of intellectual property. Except as provided in Section 9.8, any dispute arising out of or relating to this License Agreement or the breach thereof shall be resolved in the following order: • Consultation and negotiation in good faith and a spirit of mutual cooperation; • Mediation, by a mutually acceptable mediator chosen by the parties, which cost is shared equally; • If the matter cannot be settled through negotiation or mediation, then it shall be finally settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in a court of competent jurisdiction. If Licensee is a US government agency, this License Agreement is subject to the Contract Disputes Act of 1978, as amended (41 USC 601-613), in lieu of the arbitration provisions Master License & Maintenance Agreement Page 7 of 14 1/1/15 ed. 11 of this clause. This License 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. All Other Licensees. Except as provided in Section 9.8, any dispute arising out of or relating to this License Agreement or the breach thereof that cannot be settled through negotiation shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one (1) arbitrator appointed in accordance with said rules. The language of the arbitration shall be English. The place of the arbitration shall be at an agreed-upon location. This License 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. 9.11 Maintenance. Maintenance for qualifying Software or Data consists of updates and other benefits, such as access to technical support, specified in Azteca Systems' or its distributor's current applicable maintenance policy, as specified in Addendum #2, Maintenance Agreement & Software Term of Use. 9.12 Feedback. Azteca Systems may freely use any feedback, suggestions, or requests for Product improvements that Licensee provides to Azteca Systems. Regardless of the source of any feedback or suggestions, any improvements to Cityworks Software or Products, and any related intellectual property, are owned by Azteca Systems. 9.13 Patents. Licensee may not seek, and may not permit any other user to seek, a patent or similar right worldwide that is based on or incorporates any Azteca Systems technology or services. This express prohibition on patenting shall not apply to Licensee's software and technology except to the extent that Azteca Systems technology or services, or any portion thereof, are a part of any claim or preferred embodiment in a patent application or a similar application. 9.14 Entire Agreement. This License Agreement, including its incorporated documents, addendums, and exhibits constitutes the sole and entire agreement of the parties as to the subject matter set forth herein and supersedes any previous license agreements, understandings, and arrangements between the parties relating to such subject matter. Additional or conflicting terms set forth in any purchase orders, invoices, or other standard form documents exchanged during the ordering process, other than product descriptions, quantities, pricing, and delivery instructions, are void and of no effect. Any modification(s) or amendment(s) to this License Agreement must be in writing and signed by each party. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective authorized representatives. AZTECA SYSTEMS, INC. in Name: Brian L. Haslam Title: President - CEO Date: [ mrri / dd / yyyy ] CITY OF RANCHO PALOS VERDES, CA — (LICENSEE) In Name: Title: Date: [ mm / dd / yyyy ] Master License & Maintenance Agreement Page 8 of 14 1/1/15 ed. 12 ADDENDUM #1 PRODUCT LICENSING — SOFTWARE USE TO THE MASTER SOFTWARE LICENSE AND MAINTENANCE AGREEMENT Licensed Software: Cityworks Server AMS Workgroup Standard license, Includes: Cityworks Server AMS, Cityworks Local Government Templates, Cityworks Native Mobile for Android and iOS, Cityworks Centric API access for Cityworks Centric partner solutions Additional Software Licenses: Additional Software licenses may be licensed and amended to this License Agreement with acknowledgement of an official Cityworks quote signed by Licensee and additional fees, if necessary, paid. Additional Software 11 Initial Master License & Maintenance Agreement Page 9 of 14 1/1/15 ed. 13 ADDENDUM 2 MAINTENANCE AGREEMENT & SOFTWARE TERMS OF USE This Standard Maintenance Agreement is between the Licensee named below "Licensee" and Azteca, Systems, Inc. Maintenance provided herein consists of technical support, new version software, hot fixes, patches, and software updates. Maintenance is provided subject to the terms and conditions of the signed License Agreement and which is incorporated by reference. 1. MAINTENANCE: Azteca Systems will provide update and maintenance support services to Licensee for the times and periods and amounts specified in section 7.3 below. Maintenance support services consists of updates to Software Cityworks and Related Materials, documentation updates and access to telephone support, email support, web support, and other benefits deemed appropriate by Azteca Systems as provided for in the Maintenance Agreement. 1.1. The services to be provided during the Maintenance Period include Azteca Systems Product Updates to Azteca System's Cityworks applications including Program Fixes, Program Upgrades and Program Modifications (not Custom Applications). Azteca Systems will ensure upward compatibility for the Software applications within a reasonable timeframe for minor and major ESRIV ArcGIS and Cityworks supported databases revisions. If identified as "Covered Software," Azteca Systems will ensure upward compatibility within a reasonable timeframe for Custom Applications when there are minor ArcGIS and Cityworks supported databases revisions (for example, from rev 10.1 to rev 10.2). Azteca Systems will not ensure upward compatibility for Custom Applications when there are major ESRI ArcGIS and Cityworks supported databases revisions (for example, from rev 10.x to rev I Lx), Azteca Systems will make all reasonable efforts to provide upward compatibility. 1.2. Azteca Systems shall, without additional charge (except as allowed for in paragraph 3.4, during the term of this Support Agreement: (a) Without limiting any other obligation hereunder, make all reasonable efforts to provide those Program Fixes, if any, that are necessary to assure the Covered Software is functioning properly; provided Licensee provides Azteca Systems with written notice specifying particularity in narrative, non-technical terms to the best of Licensees' staff s ability the apparent error in the system and the manner in which the Software is not functioning properly (as provided in Section 2 of this Addendum); and (b) Deliver to Licensee any Program Upgrades relating to the Covered Software made available to others. (c) Provide Telephone Support, Email Support, Web Support, during normal business hours, 8 AM to 5 PM Mountain Time, Monday through Friday (excepting Holidays) and after hour emergency support line, and other benefits deemed appropriate by Azteca Systems (as set forth in Section 2 below). (d) Implement and maintain a means of secure, remote direct network access (VPN, Web -access, dial- up, etc.) to the Licensee's systems in order to perform thorough remote diagnostics and effect remote repairs, upgrades, and fixes. 1.3. The following items, among others, however, are specifically excluded as support services under this section of this Maintenance Agreement: (a) Interpretation of program results, including but not limited to support for applying or installing upgrades and service packs; (b) Assistance with questions related to computer hardware and peripherals that are not related to the use of the Covered Software; (c) Assistance with computer operating system questions not directly pertinent to the Covered Software or Program Modifications; (d) Data debugging and/or correcting; (e) Services necessitated as a result of any cause other than authorized ordinary and proper use by Master License & Maintenance Agreement Page 10 of 14 1/1/15 ed. 14 the Licensee of the Covered Software, including but not limited to neglect, abuse, unauthorized modification, unauthorized updates or electrical, fire, water or other damage; and (f) Consulting regarding Custom Applications created to function with the Covered Software unless the Custom Application is identified and listed as Covered Software in Addendum 1. 1.4. Support Periods are renewable unless terminated as provided in Section 4 below. The Maintenance Services consists of software and documentation updates and access to technical support via telephone, email, web -based (MyCityworks.com) and after hours support as set forth in Section 1 of this addendum. The Licensee will provide Azteca Systems in writing the names of the users or individuals who are authorized to contact Azteca Systems and request support services if necessary. 2. PROCEDURES FOR ACCESSING SUPPORT: 2.1. All problem categories from routine, non-critical and critical that occur during normal business hours shall procedurally occur as follows: 1) Licensee's system administration staff as first line of support, and then 2) Azteca Systems staff as the second line of support. Azteca Systems will make all reasonable efforts to acknowledge all requests for support during normal business hours within 4 hours. 2.2. Prior to calling Azteca Systems for support services, the Licensee will first attempt to isolate any problems that occur with the System. The Licensee will try to reduce the problem down to a specific software or system component. If it is determined that the problem is The Cityworks Software component, Licensee will first try and resolve the problem without Azteca Systems' involvement. If the Licensee cannot resolve the problem or isolate the problem, Licensee will call Azteca Systems directly. 2.3. For critical problems that occur outside of Azteca Systems' normal business hours (8 AM to 5 PM, Mountain Time) and cannot be isolated and resolved by the Licensee, Azteca Systems will provide an after- hours phone number or pager number that will forward the call or page to the currently assigned Azteca Systems support staff. Azteca Systems will make all reasonable efforts to acknowledge and respond to the request for support for critical problems that occur outside of normal business hours within 4 hours of receipt of the call from a designated and authorized Licensee representative. Critical problems are defined as problems that cause several users to be unable to perform their duties. Depending upon the type of problem, Azteca Systems support staff may need to be sent from Azteca Systems offices to the Licensee location. Azteca Systems project management will confer with Licensee's representative or project management before making this decision. The speed at which remote Azteca Systems staff can respond may be limited by the driving time or the airline flights that are available. The Licensee will reimburse Azteca Systems for all reasonable and customary travel expenses associated with resolving the problem (pursuant to the provisions of paragraph 3.4). For routine and non-critical problems Licensee will submit support requests during normal business hours. 2.4. For all problems involving The Cityworks Software component that are resolved without Azteca Systems' involvement, the Licensee will document the problem and the resolution and send a report to Azteca Systems so that it can be tracked, monitored, and historically recorded 3. CHARGES/FEES 3.1. For services hereunder, Licensee shall pay Azteca Systems an annual fee Maintenance Fees as set forth in paragraph 7.3 below. The annual fee for each period is set forth in paragraph 7.3, and shall be paid prior to the start for each Maintenance Period unless otherwise specified. The annual fee for successive Maintenance Periods (twelve-month periods) commencing upon the anniversary of the first maintenance period, shall become due prior to the end of the preceding paid-up Maintenance Period. 3.2. Upon 90 days written notice, the fee for Maintenance Periods listed in section 7.3 subsequent to year three (3) of the Maintenance Period, may be adjusted by Azteca Systems to reflect increases in costs of providing the services; provided, however, that the fee shall not increase by more than the CPI from the Master License & Maintenance Agreement Page 11 of 14 1/1/15 ed. 15 previous annual fee. Azteca Systems will notify Licensee of the new pricing no later than 90 days prior to the annual renewal date of the year preceding the year for which such adjusted pricing applies. 3.3. In addition to charges due under this Support Agreement, Licensee shall pay amounts equal to any sales tax, duties, or other consumption taxes, however designated, which are levied or based upon such charges, or upon this Maintenance Agreement. 3.4. Azteca will use all reasonable efforts to utilize remote support -type services. However, in the event Licensee and Azteca Systems agree it becomes necessary for Azteca Systems to be on-site to provide support for the Covered Software, Licensee will reimburse Azteca Systems for reasonable and customary travel expenses directly related to the on-site work. As the result of mutual negotiation by the parties, Azteca Systems shall provide a lump sum estimate and get the prior approval of Licensee before incurring any costs for which it shall seek reimbursement from Licensee under this Section. The speed at which remote Azteca Systems staff can respond may be limited by the driving time or the airline flights that are available. Licensee shall have the right to request an audit of any such cost related records of Azteca Systems to the extent reimbursement has been made by Licensee under the terms of this Section. 4. TERM AND TERMINATION: 4.1. The initial term of this Maintenance and Support Agreement will begin upon the effective date set forth in section 7.2 below, and continue for twelve (12) consecutive months at the rate of fee(s) as noted in section 7.3 below. Thereafter, Licensee may continue maintenance as set forth in the table below and beyond at the then -current amount. 4.2. Termination for convenience: Either party may terminate this maintenance agreement by giving the other party thirty (30) days' notice prior to the end of the current maintenance period. 4.3. In the event that either funding from Licensee or other sources is withdrawn, reduced, or limited, or the authority of Licensee to perform any of its duties is withdrawn, reduced, or limited in any way after the Effective Date of this Agreement and prior to normal completion, the parties shall have the authority to exercise the Termination for Convenience option to terminate this Agreement, in whole or in part. If a party to this Agreement chooses to terminate for convenience that party may do so by thirty (30) days written notice to the other party. 4.4. If this Agreement is terminated for convenience, the Licensee is only liable for payment required by the terms of this Agreement for services rendered or software received and accepted prior to the Effective Date of termination. 5. WARRANTY, DISCLAIMER REMEDY, AND LIMITATION OF LIABILITY 5.1. Azteca Systems warrants that all technical support provided pursuant to this Maintenance Agreement shall be performed in a professional and workmanlike manner. Azteca Systems will use commercially reasonable efforts to provide corrections to a technical issue or provide a workaround, but Azteca Systems cannot guarantee that all technical issues can be fixed or resolved. 5.2. With respect to the services provided hereunder and to the extent permitted by applicable law, this warranty is in lieu of all other warranties, whether written or oral, express or implied, including without limiting the generality of the foregoing, any warranty of non -infringement, merchantability or fitness for a particular purpose. 5.3. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTY, AZTECA SYSTEMS DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, Master License & Maintenance Agreement Page 12 of 14 1/1/15 ed. 16 INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINTERFERENCE, SYSTEM INTEGRATION, AND NON -INFRINGEMENT. AZTECA SYSTEMS DOES NOT WARRANT AND DISCLAIMS THAT MAINTENANCE OR ANY SERVICES PROVIDED HEREUNDER WILL MEET LICENSEE'S NEEDS' THAT LICENSEE'S OPERATION WILL BE UNINTERRUPTED, ERROR FREE, FAULT TOLERANT, OR FAILURE -SAFE; OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED. 5.4. Remedy. If Azteca Systems fails to fulfill its obligations under this maintenance addendum, Licensee's sole and exclusive remedy is the right to terminate this maintenance agreement immediately for the affected and listed Products and receive a refund of the unused portion of maintenance fees paid under this maintenance agreement, prorated for the current maintenance period. 5.5. Limitation of Liability. IN NO EVENT SHALL AZTECA SYSTEMS BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, LOST SALES OR BUSINESS EXPENDITURES; INVESTMENTS; 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 STANDARD MAINTENANCE AGREEMENT OR USE OF QUALIFYING PRODUCTS, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT AZTECA SYSTEMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. MISCELLANEOUS 6.1. Azteca Systems shall not be in default under this Agreement for its failure to perform or its delay in performing any obligation under this Maintenance Agreement (other than the reimbursement of fees as set forth in section 8.2 of the License agreement, during any period of time during which such delay is due to fire, flood, earthquake, strike, labor trouble or other industrial disturbance, war (declared or undeclared), embargo, blockage, legal prohibition or governmental action, riot, insurrection, damage, destruction or any other cause beyond the control of Azteca Systems or any of its contractors preventing or delaying the performance of such obligation, provided that such obligation shall be performed immediately upon the termination of such cause preventing or delaying such performance; and provided further that the sole effect of any delay by Azteca Systems shall be a related delay in payment by the Licensee pursuant to the relevant schedule. 6.2. Notices: Until further written notice, all payments and notices relevant to this Agreement shall be sent to the following addresses: Azteca Systems: Azteca Systems, Inc. 11075 South State Street, Suite 24 Sandy, UT 84070 Licensee The address set forth in section 7.1 below. 6.3. Negotiated Agreement: This Agreement is intended to be a master agreement for licensing. This Agreement is a negotiated agreement between the parties and supersedes and replaces any and all other standard terms of either party set forth in any quote, purchase order, invoice or communication and applies so long as this Agreement remains in effect. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated there under, unless the context requires otherwise. Master License & Maintenance Agreement Page 13 of 14 1/1/15 ed. 17 6.4. Applicable Laws: This maintenance agreement is governed by and construed in accordance with the laws of the state identified in the License Agreement without reference to conflict -of -laws principles except that US federal law shall govern in matters of intellectual property. 6.5. Data Confidentiality Statement: Azteca Systems will take reasonable measures to ensure that any Licensee data and/or confidential information provided to Azteca Systems is not inappropriately accessed or distributed to any third -party. Data provided to Azteca Systems by the Licensee may be loaded onto Azteca Systems servers or employee computers for the purpose of testing The Software Cityworks, database structure, or database values, and related ESRIO software to resolve database or software performance issues, software enhancements and software defects. At no time will the data be distributed to individuals or organizations who are not Azteca Systems employees without first receiving written approval from Licensee. If requested by the Licensee, and once the testing has been completed, Azteca Systems will delete all data provided by the Licensee. 6.6. No Implied Waivers: No failure or delay by Azteca Systems or Licensee in enforcing any right or remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or remedy by Azteca Systems 7. IDENTIFICATION AND AMOUNTS 7.1. Licensee Information Licensee Name: City of Rancho Palos Verdes License Contact: Number and Street City/State/Zip/Country Phone Email 7.2. Delivery Date/Effective Date MM/DD/YYYY Insert Date 7.3. Schedule of payments and Fees under Maintenance Agreement Support Period Date From/To (mm/dd/yy) Amount Year 1 $27,000.00 Year 2 $27,000.00 Year 3 $27,000.00 7.4. jAdditionall Master License & Maintenance Agreement Page 14 of 14 1/1/15 ed. 18 Cityworks Pricing Quotation Quote Number 00001291 Contact Info Company Name City of Rancho Palos Verdes CA Created Date Prepared By Phone E-mail Azteca Systems, Inc. 11075 South State Street, Suite 24 Sandy, UT 84070 Corporate Main 801-523-2751 Corporate Fax 801-523-3734 4/30/2015 Joe Pilimai (805)294-0560 jpilimai@cityworks.com Total Price Grand Total $27,000.00 $27,000.00 Notes Quote Notes 1) Includes the annual cost and maintenance of the Cityworks Server AMS Workgroup Standard license Includes the core Cityworks Server AMS, Cityworks Local Government Templates, Cityworks Native Mobile for Android and iOS. Cityworks Centric API access for Cityworks Centric partner solutions. 2) This quote contains costs for the: a. Cityworks Server AMS Workgroup Standard License initial 5 -pack license annual costs b. Cityworks Server AMS Workgroup Standard License 6+ license annual costs 3) Quote does not include implementation costs AZTECA SYSTEMS QUOTATION TERMS AND CONDITIONS COPYRIGHT 1995 - 2015 All quotations are valid for ninety -days (90) from the date above, unless otherwise stated in this quotation form. All prices quoted are in USD, unless specifically provided otherwise, above. These prices and terms are valid only for items purchased for use and delivery within the United States. Unless otherwise referenced, this quotation is for the Cityworks software referenced above only. Pricing for implementation services (installation, configuration, training, etc.), or other software applications is provided separately and upon request. The procurement, installation and administration of the Esri software utilized in conjunction with Cityworks will be the responsibility of the customer. The procurement, installation and administration of the RDBMS utilized in conjunction with Cityworks will be the responsibility of the customer. Currently, Cityworks supports Oracle and SQL Server. The procurement, installation and administration of the infrastructure (hardware and networking) utilized in conjunction with Cityworks will be the responsibility of the customer. This quotation information is confidential and proprietary and may not be copied or released other than for the express purpose of the current system selection and purchase. This information may not be given to outside parties or used for any other purpose without written consent from Azteca Systems, Inc. Order Process The order process is initiated when Azteca Systems receives either a Purchase Order with invoicing instructions or some form of advance payment. Additional documents will be required including, the Cityworks Software License Agreement, Addendums to the software license agreement, and Cityworks Site Profile to complete your order. The need for these documents may vary by the type of software ordered or generally accepted industry practices. Please consult your Account Representative for assistance. If delivery must be expedited, please notify your Account Representative. 1(�, w To expedite your order, please reference this quotation number. Gtyworks Azteca Systems, Inc. 11075 South State Street, Suite 24 Sandy, UT 84070 Corporate Main 801-523-2751 Corporate Fax 801-523-3734 Software Licensing All Azteca Systems software offered in this quotation are commercial off-the-shelf (COTS) software developed at private expense, and is subject to the terms and conditions of the "Cityworks Software License Agreement" and any and all addendums or amendments thereto. A fully executed copy of the Software License Agreement and any addendum(s) is required before delivery and installation. Delivery FOB Sandy, UT 84070, USA. Allow thirty -days (30) from Azteca System's receipt of the Purchase Order, signed Software License Agreement, Maintenance Addendum, and other documents, as required. Delivery method is by way of download through Azteca Systems, Inc. customer support web portal. Payment Terms Net thirty (30) days. Taxes Prices quoted do not include any applicable state, sales, local, or use taxes unless so stated. In preparing your budget and/or Purchase Order, please allow for any applicable taxes, including, sales, state, local or use taxes as necessary. Azteca Systems reserves the right to collect any applicable sales, use or other taxes tax assessed by or as required by law. Azteca Systems reserves the right to add any applicable tax to the invoice, unless proof with the order is shown that your organization or entity is tax exempt or if it pays any applicable tax directly. Accepted by: Title Date 20 Professional/ Technical Services Agreement for Services Regarding the hformation Technology System of the City of Rancho Palos Verdes 1; Between Miller Spatial Services, LLC (CONSULTANT) 1.3 The City of Rancho Palos Verdes (CITY) 21 PROFESSIONAL/TECHNICAL SERVICES AGREEMENT This Agreement is made and entered into this 5th day of May, 2015, by and between the City of Rancho Palos Verdes (hereinafter referred to as the "CITY") and Miller Spatial Services, LLC. (hereafter referred to as "CONSULTANT"). IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto mutually agree as follows: ARTICLE 1 SCOPE OF SERVICES 1.1 Engagement Description The implementation and configuration of the Azteca "CityWorks" system including integration with the City's ESRI ArcGIS system. Specific Scope of Work requirements are spelled out in Exhibit A — MSS CityWorks Implementation Proposal -20150424. Engagement is a fixed fee engagement and payment is based on milestone achievement as detailed in section VI of Exhibit "A". This CityWorks implementation and configuration engagement does not include the cost of the Azteca "CityWorks" program. 1.2 Description of Services CONSULTANT shall perform IT consulting services, as described in CONSULTANT'S Proposal, which is attached hereto as Exhibit "A" and incorporated herein by this reference. 1.3 Schedule of Work Upon receipt of written Notice to Proceed from the CITY, CONSULTANT shall perform with due diligence the services set forth in Exhibit "A." Time is of the essence in this Agreement. CONSULTANT shall not be responsible for delay, nor shall CONSULTANT be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of CITY to furnish timely information or to approve or disapprove CONSULTANT's work promptly, or delay or faulty performance by CITY, other CONSULTANT/contractors, or governmental agencies, or any other delays beyond CONSULTANT's control or without CONSULTANT's fault. CONSULTANT shall complete the services described herein on a per assignment basis. ARTICLE 2 COMPENSATION 2.1 Fee (a) CITY agrees to compensate CONSULTANT forty-eight thousand eight hundred and twenty five dollars ($48,825) as agreed to and described in Exhibit "A". (b) CITY may request additional specified work under this Agreement. All Page 2 of 11 22 such work must be authorized in writing by CITY'S Information Technology Manager (IT Manager) prior to commencement. CONSULTANT shall be paid for such additional services in accordance with CONSULTANT's schedule of hourly rates included in its Proposal, attached hereto as Exhibit "A" and incorporated herein by reference. If CITY requests additional specified work that exceeds fifty-three thousand, seven hundred seven dollars and fifty cents ($53,707.50), such additional work must be approved by the City Council, prior to commencement of the work. 2.2 Pavment Address All payments due CONSULTANT shall be paid to: Miller Spatial Services, LLC 20590 Bloomfield Road Riverside, CA 92508 2.3 Terms of Compensation CONSULTANT will submit invoices as milestones are completed and authorized by CITY IT Manager in writing based on section VI Cost - Milestone deliverables. CITY agrees to authorize payment for all undisputed invoice amounts within thirty (30) days of receipt of the invoice. CITY agrees to use its best efforts to notify CONSULTANT of any disputed invoice amounts or claimed completion percentages within ten (10) days of the receipt of each invoice. However, CITY's failure to timely notify CONSULTANT of a disputed amount of claimed completion percentage shall not be deemed a waiver of CITY's right to challenge such amount or percentage. Additionally, in the event CITY fails to pay any undisputed amounts due CONSULTANT within forty-five (45) days after invoices are received by CITY then CITY agrees that CONSULTANT shall have the right to consider said default a total breach of this Agreement and be terminated by CONSULTANT without liability to CONSULTANT upon ten (10) working days advance written notice. 2.4 Term of Agreement: This Agreement shall commence on 5th of May, 2015 and shall terminate on the date services are completed as set forth in exhibit "A". ARTICLE 3 INDEMNIFICATION AND INSURANCE 3.1 Indemnification Contractor shall defend, indemnify, and hold harmless the City, its officials, and every officer, employee and agent of City (collectively "City") from any claim, liability or financial loss (including, without limitation, attorneys fees and costs), injuries to property or persons (including without limitation, attorneys fees and costs) Page 3 of 11 23 arising out of any acts or omissions of Contractor, its officials, officers, employees or agents in connection with the performance of this Agreement, except for such claim, liability or financial loss or damage arising from the sole negligence or willful misconduct of the City, as determined by final arbitration or court decision or by the agreement of the Parties. Contractor shall defend City, with counsel of City's choice, at Contractor's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against City. Contractor shall reimburse City for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor or City. All duties of Contractor under this Section shall survive termination of this Agreement. 3.2 General Liabilitv CONSULTANT shall at all times during the term of the Agreement carry, maintain, and keep in full force and effect, a policy or policies of Commercial General Liability Insurance, with minimum limits of one million dollars ($1,000,000) for each occurrence and two million dollars ($2,000,000) general aggregate for bodily injury, death, loss or property damage for products or completed operations and any and all other activities undertaken by CONSULTANT in the performance of this Agreement. Said policy or policies shall be issued by an insurer admitted or authorized to do business in the State of California and rated in A.M. Best's Insurance Guide with a rating of A:VII or better. 3.3 Professional Liability CONSULTANT shall at all times during the term of this Agreement, carry, maintain, and keep in full force and effect a policy or policies of professional liability insurance with a minimum limit of one million dollars ($1,000,000) per claim and aggregate for errors and/or omissions of CONSULTANT in the performance of this Agreement. Said policy or policies shall be issued by an insurer admitted or authorized to do business in the State of California and rated in Best's Insurance Guide with a rating of A:VII or better. If a "claims made" policy is provided, such policy shall be maintained in effect from the date of performance of work or services on the CITY's behalf until three (3) years after the date of work or services are accepted as completed. Coverage for the post -completion period may be provided by renewal or replacement of the policy for each of the three (3) years or by a three-year extended reporting period endorsement, which reinstates all limits for the extended reporting period. If any such policy and/or policies have a retroactive date, that date shall be no later than the date of first performance of work or services on behalf of the CITY. Renewal or replacement policies shall not allow for any advancement of such retroactive date. 3.4 Worker's Compensation CONSULTANT agree to maintain in force at all times during the performance of work under this Agreement worker's compensation insurance as required by the law. CONSULTANT shall require any subcontractor similarly to provide such compensation insurance for their respective employees. Page 4 of 11 24 3.5 Notice of Cancellation A. All insurance policies shall provide that the insurance coverage shall not be cancelled by the insurance carrier without thirty (30) days prior written notice to CITY, or ten (10) days notice if cancellation is due to nonpayment of premium. CONSULTANT agrees that it will not cancel or reduce said insurance coverage. B. CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect, CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT's expense, the premium thereon. 3.7 Certificate of Insurance At all times during the term of this Agreement, CONSULTANT shall maintain on file with the CITY Clerk a certificate of insurance showing that the aforesaid policies are in effect in the required amounts. The commercial general liability policy shall contain endorsements naming the CITY, its officers, agents and employees as additional insured. 3.8 Primary Coverage The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The insurance policies (other than workers compensation and professional liability) shall include provisions for waiver of subrogation. ARTICLE 4 TERMINATION 4.1 Termination of Agreement (a) This Agreement may be terminated at anytime, with or without cause, by the CITY upon thirty (30) days prior written notice or by CONSULTANT upon thirty (30) days prior written notice. Notice shall be deemed served if completed in compliance with Article 6.13. (b) In the event of termination or cancellation of this Agreement by CONSULTANT or CITY, due to no fault or failure of performance by CONSULTANT, CONSULTANT shall be paid compensation for all services performed by CONSULTANT, in an amount to be determined as follows: for work satisfactorily done in accordance with all of the terms and provisions of this Agreement, CONSULTANT shall be paid an amount equal to the percentage of services performed prior to the effective date of termination or cancellation in accordance with the work items; provided, in no event shall the amount of money paid under the foregoing provisions of this paragraph exceed the amount which would have been paid to CONSULTANT for the full performance of the services described in Article 2.1. Page 5 of 11 25 ARTICLE 5 OWNERSHIP OF DOCUMENTS 5.1 Ownership of Documents and Work Product All final documents, plans, specifications, reports, photographs, images, video files and media created or developed by CONSULTANT pursuant to this Agreement ("Written Products") shall be and remain the property of the CITY without restriction or limitation upon its use, duplication or dissemination by the CITY. All Written Products shall be considered "works made for hire," and all Written Products and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of the CITY without restriction or limitation upon their use, duplication or dissemination by the CITY. CONSULTANT shall not obtain or attempt to obtain copyright protection as to any Written Products. CONSULTANT hereby assigns to the CITY all ownership and any and all intellectual property rights to the Written Products that are not otherwise vested in the CITY pursuant to the paragraph directly above this one. CONSULTANT warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the services and the production of all Written Products produced under this Agreement, and that the CITY has full legal title to and the right to reproduce the Written Products. CONSULTANT shall defend, indemnify and hold the CITY, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of CITY officials, harmless from any loss, claim or liability in anyway related to a claim that CITY's use of any of the Written Products is violating federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. CONSULTANT shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the services and Written Products produced under this Agreement. In the event the use of any of the Written Products or other deliverables hereunder by the CITY is held to constitute an infringement and the use of any of the same is enjoined, CONSULTANT, at its expense, shall: (a) secure for CITY the right to continue using the Written Products and other deliverables by suspension of any injunction, or by procuring a license or licenses for CITY; or (b) modify the Written Products and other deliverables so that they become non - infringing while remaining in compliance with the requirements of this Agreement. This covenant shall survive the termination of this Agreement. Upon termination, abandonment or suspension of the Project, the CONSULTANT shall deliver to the CITY all Written Products and other deliverables related to the Project. If CONSULTANT prepares a document on a computer, CONSULTANT shall provide CITY with said document both in a printed format and in an electronic format that follows accepted standards. ARTICLE 6 Page 6 of 11 26 GENERAL PROVISIONS 6.1 Representation The CITY representative shall be its Information Technology Manager (IT Manager) or his or her designee, and a CONSULTANT representative shall be designated by CONSULTANT as the primary contact person for each party regarding performance of this Agreement. 6.2 Confidentiality As a public entity, CITY has some information that is considered "Public Information," which is released to the general public on a website or in public meetings, or is otherwise available to the public pursuant to the provisions of the Public Records Act and other information that is considered "Confidential Information". As a technical services provider, CONTRACTOR has potential access to Human Resources records, personal information, attorney-client privileged communications and documents and draft and proprietary CITY information. For the purposes of this Agreement, "Confidential Information" is considered any information that is not Public Information. Information that has not already been released by the CITY to the public should be treated by the CONTRACTOR as "Confidential Information". a) CONTRACTOR shall take care to limit possible access to CITY'S Confidential Information within its own organization to its directors, officers, partners and/or employees having a need to know. b) Non -disclosure — Both parties agree that any operational, business or technical information obtained from the other, whether considered Confidential or non - Confidential shall not be disclosed to any third party (whether an individual, corporation, or other entity) without prior notice to the other Party. c) CONTRACTOR and CITY each agree that, except as otherwise provided herein or required by law, they shall keep such Confidential Information of the other party private and shall hold such Confidential Information in strictest confidence, and shall require their directors, officers, employees, representatives and advisors to keep such Confidential Information private and hold such Confidential Information in strictest confidence. Upon the termination of this Agreement for any reason, CONTACTOR and the City shall return to each other any Confidential Information of the other party that is capable of return. The provisions of this Section 6.2 shall survive the termination of this Agreement. 6.3 Personnel CONSULTANT represents that it has, or shall secure at its own expense, all personnel required to perform CONSULTANT's services under this Agreement. CONSULTANT shall make reasonable efforts to maintain the continuity of CONSULTANT's staff who are assigned to perform the services hereunder and shall obtain the approval of the Information Technology Manager (IT Manager) of all proposed staff members who will perform such services. CONSULTANT may associate with or employ associates or subcontractors in the performance of its services under this Agreement, but at all times shall be responsible for their services. Page 7 of 11 27 6.4 Conflicts of Interest CONSULTANT agrees not to accept any employment or representation during the term of this Agreement or within twelve (12) months after completion of the work under this Agreement which is or may likely make CONSULTANT "financially interested" (as provided in California Government Code Sections 1090 and 87100) in any decisions made by CITY on any matter in connection with which CONSULTANT has been retained pursuant to this Agreement. 6.5 Legal Action (a) Should either party to this Agreement bring legal action against the other, the validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California, excluding California's choice of law rules. Venue for any such action relating to this Agreement shall be in the Los Angeles County Superior Court. (b) If any legal action or other proceeding, including action for declaratory relief, is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, experts' fees, and other costs, in addition to any other relief to which the party may be entitled. (c) Should any legal action about a project between CITY and a party other than CONSULTANT require the testimony of CONSULTANT when there is no allegation that CONSULTANT was negligent, CITY shall compensate CONSULTANT for its testimony and preparation to testify at the hourly rates in effect at the time of such testimony. 6.6 Assignment Neither this Agreement nor any part thereof shall be assigned by CONSULTANT without the prior written consent of the CITY. Any such purported assignment without written consent shall be null and void, and CONSULTANT shall hold harmless, defend and indemnify the CITY and its officers, officials, employees, agents and representatives with respect to any claim, demand or action arising from any unauthorized assignment. Notwithstanding the above, CONSULTANT may use the services of persons and entities not in CONSULTANT's direct employ, when it is appropriate and customaryto do so. CONSULTANT's use of subcontractors for additional services shall not be unreasonably restricted by the CITY provided CONSULTANT notifies the CITY in advance. 6.7 Fair Employment Practices/Equal Opportunity Acts In the performance of this Agreement, CONSULTANT shall comply with all applicable provisions of the California Fair Employment Practices Act (California Page 8 of 11 M• Government Code Sections 12940-48) and the applicable equal employment provisions of the Civil Rights Act of 1964 (42 U.S.C. 200e-217), and the Americans with Disabilities Act of 1992 (42 U.S.C. § 11200, et seg.). 6.8 Independent Contractor CONSULTANT is and shall at all times remain, as to the CITY, a wholly independent contractor. Neither the CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of the CONSULTANT's employees, except as herein set forth, and CONSULTANT is free to dispose of all portions of its time and activities which it is not obligated to devote to the CITY in such a manner and to such persons, firms, or corporations as the CONSULTANT wishes except as expressly provided in this Agreement. CONSULTANT shall have no power to incur any debt, obligation, or liability on behalf of the CITY or otherwise act on behalf of the CITY as an agent. CONSULTANT shall not, at any time or in any manner, represent that it or any of its agents, servants or employees, are in any manner agents, servants or employees of CITY. CONSULTANT agrees to pay all required taxes on amounts paid to CONSULTANT under this Agreement, and to indemnify and hold the CITY harmless from any and all taxes, assessments, penalties, and interest asserted against the CITY by reason of the independent contractor relationship created by this Agreement. CONSULTANT shall fully comply with the workers' compensation law regarding CONSULTANT and its employees. CONSULTANT further agrees to indemnify and hold the CITY harmless from any failure of CONSULTANT to comply with applicable workers' compensation laws. The CITY shall have the right to offset against the amount of any fees due to CONSULTANT under this Agreement any amount due to the CITY from CONSULTANT as a result of its failure to promptly pay to the CITY any reimbursement or indemnification arising under this Article. 6.9 Titles The titles used in this Agreement are for general reference only and are not part of the Agreement. 6.10 Entire Agreement This Agreement, including any other documents incorporated herein by specific reference, represents the entire and integrated agreement between CITY and CONSULTANT and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be modified or amended, or provisions or breach may be waived, only by subsequent written agreement signed by both parties. 6.11 Construction In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. Page 9 of 11 29 6.12 Non -Waiver of Terms, Rights and Remedies Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by the CITY of any payment to CONSULTANT constitute or be construed as a waiver by the CITY of any breach of covenant, or any default which may then exist on the part of CONSULTANT, and the making of any such payment by the CITY shall in no way impair or prejudice any right or remedy available to the CITY with regard to such breach or default. 6.13 Severability If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 6.14 Notice Except as otherwise required by law, any notice, request, direction, demand, consent, waiver, approval or other communication required or permitted to be given hereunder shall not be effective unless it is given in writing and shall be delivered (a) in person or (b) by certified mail, postage prepaid, and addressed to the parties at the addresses stated below, or at such other address as either party may hereafter notify the other in writing as aforementioned: To CITY: Responsible Person: Dan Landon, Information Technology Manager (IT Manager) City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 To CONSULTANT: Responsible Person: Bruce Miller, President Miller Spatial Services, LLC 20590 Bloomfield Road Riverside, CA 92508 A party may change its address by giving written notice to the other party. Thereafter, any notice or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery or other communication shall be deemed effective three (3) business days after it has been deposited in the United States mail. For purposes of communicating these time frames, weekends and federal, state, religious, County of Los Angeles or CITY holidays shall be excluded. No communication via facsimile or electronic mail shall be effective to give any such notice or other communication hereunder. Page 10 of 11 30 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. Dated: Dated: ATTEST: CITY CLERK Attachments: CONSULTANT Its: CITY OF RANCHO PALOS VERDES A Municipal Corporation BY: Its: James Knight, Mayor Exhibit A — MSS CityWorks Implementation Proposal Page 11 of 11 31 LLE Miller Spatial Services 20590 Bloomfield Road Riverside, CA 92508 M I i E SP VICES, LLC I. Contents I. Firm Description & Project Organizations......................................................4 Management.....................................................................................................4 Services............................................................................................................5 11. Experience and Past Performance................................................................7 111. Statement of Experience & Qualifications of Project Assigned Personnel .....8 IV. Scope of Work.............................................................................................11 A. Introduction.................................................................................................11 Task 1: Business Process Analysis Meetings.................................................14 Task 2: Database Configuration......................................................................14 Task 3: Onsite Cityworks Installation...............................................................15 Task4: Training...............................................................................................16 Task 5: Post -Installation Support.....................................................................17 V. Project Implementation Schedule................................................................18 VI. Cost.............................................................................................................19 VII. Annual Support............................................................................................19 VIII. Firm Contacts and Authorized Persons Information....................................20 Page 12 MILLER 33 About Our Company Introduction Miller Spatial Services, LLC is a GIS Consulting company offering implementation, data, and application development services. Our founder, Bruce Miller, has 20 years of experience in GIS, Asset Management, and systems integration. All of our technical staff have at least 5 years of expertise in their discipline. In addition to providing services for specific projects, we are also able to augment an agency's staff by providing resources such as programmers, analysts, and technicians on site. Typically, agencies need temporary staff to assist with updating their GIS data. Miller Spatial Services (MSS) is Cityworks and Esri Business Partner specializing in CMMS and GIS services for public agencies such as Cities, Counties, and Water Agencies. As a partner, we specialize in the implementation of Esri technologies. From out of the box using Esri's ArcGIS for Local Government solutions to custom implementations, we can help agencies realize their return on investment as quickly as possible. We are located in Riverside, California, about 30 minutes from Esri headquarters. anta Clarita victorville ,;;, X alley N West Rancho £ leles Lovina C4lcanlonga 41 0 ( h • Eji 'on .sriltario ,fir Poma Monte Banning ,j Anaheim M I L L E R . cathedral l Beach • '' city 5antaAna Mission Pa .� iejo Lake Forest Murrieta ".r De Page 13 Experience Our team has successfully completed over 44 GIS projects over their combined careers. - 41 r A gad do,211 la dys Id k F - - _� "- Yu avallry ISS � I ut R dre ,a Lind y aWl y!�'Ri4 Is I:.y_ pa er�no� I'' R i�h a <o,ona � h� Y 4•�' sp y 0 Hnufington BeachtY 1 Ine in g daN EI z /j 5 N—p—Bead, La Fp%,j Ye,o �agnna eeach - deyuna l 9 / '�' I ian,e:olz �. 'T✓ san clem�n alll:ro nk J [er eP n �A Valley nr � Oceanside"_ - - G«!f of Santa ed"ad " a1O' - Cata(rrra e,�nndmn Julian` - ;4 �: .£,Carni II in.Vall`y «, References The following are current clients of MSS, and they can be contacted for references: East Valley Water District, Highland, CA Robert Peng, IT Manager rpeng(cDeastvalley.org 909-806-4097 Fontana Water Company, Fontana, CA Aaron Yamamoto, GIS Coordinator atymamoto(cDsgvwater.com 909-201-7375 City of Lemon Grove, Lemon Grove, CA Mike James, Public Works Director miamesCa)lemongrove.ca.gov (619)825-3814 ILLE I+AIW I FVKil. I.II 34 I. Firm Description & Project Organizations Miller Spatial Services, LLC (MSS) is a multi -service organization providing specialized services in Civil Engineering, Field Asset Surveying, Utility Engineering, Geographic Information Systems (GIS) and application software services. MSS provides professional services including consulting, training, staffing and technical support. MSS continually acquire hands-on GIS project experience, with an emphasis on delivering quality services to our clients' satisfaction. We continue to set the standard for high quality GIS implementation projects, especially in utility industry for Water, Sewer, Storm, Gas and Electric backed by staff with a wide range of industry and technical experience having over 20 years of experience in GIS. MSS is fully insured and bonded for all services that we offer. Partners: ESRI Business partner, Cityworks and USA -imaging Management Mr. Bruce Miller, founder of Miller Spatial Services, LLC, graduated with a B.S. degree in Environmental science from the University of California, Riverside, USA. He is certified as a Geographic Information Systems Professional (LISP). He has over 20 years of professional experience in GIS and within the engineering industry and has successfully completed over 50 GIS projects. Most of his project experience is in implementing GIS systems with government agencies throughout California. His core competency is in implementing GIS solutions for Water and Wastewater agencies. Mr. Miller manages the strategic planning, business development and company operations for MSS. He also serves as client liaison officer on all the projects by overseeing scope, schedule, budget and time frame. Specialties: Asset Management, Utility Data Conversion, and Project Implementation. Page 14 ILLE I. AI �. seavua. i.0 35 Services GIS CONSULTING: Needs Assessment Strategic Planning Business Process Workflow - Design, Mapping and Analysis Feasibility & Return on Investment Operation and Maintenance We offer custom-made unique solutions for each industry based on the client's needs and requirements. Our Core Functional Consulting: Utilities - Water, Reclaimed Water, Sewer, Storm, Gas and Electric. Land Information Systems - Base map creation using various sources including Tract Maps, Record of Survey, Parcel Maps and BLM (Bureau of Land Management) data, Creating Building Footprints from the Satellite Imagery. GIS DATA MANAGEMENT: Our expertise is in the development of GIS for AM/FM (Automated Mapping/Facility Management), Asset Management, and analysis of geospatial information. We also specialize in the implementation of ESRI technologies. From out-of-the- box applications using ESRI's ArcGIS for Local Government solutions to custom implementations, we can help agencies realize their return on investment as quickly as possible. Database Design Data Conversion Data Migration Data Maintenance Land Information Systems Survey Data Integration Raster to Vector Map Conversion Geocoding Engineering Asbuilt Design Page 15 ILLE I. AI �. seavua. i.0 36 GIS APPLICATION DEVELOPMENT: Custom application development built on ESRI technologies for ArcGIS Server, ArcGIS Online, and mobile solutions to support field maintenance. GIS DATABASE DEVELOPMENT: Development and administration services for SQL Server, Geodatabase, and Access databases. GIS STAFFING: We provide highly qualified GIS professionals who can supplement your office staff. They can work on site or remotely and can be dedicated to your agency for any number of hours per week. We can provide GIS consultants, developers, analysts, and technicians. Our rates are very competitive and we only provide staffing from our own trusted network of resources. We will not search job posting boards to fill a position. Software Skills GIS Software: ArcGIS 10.3 Desktop, ArcGIS Online, ArcGIS Server, ArcSDE: ArcGIS Extensions: Data Reviewer, Geostatistical Analyst, Network Analyst, Spatial Analyst and Tracking Analyst Other GIS Software: Google Earth, GRASS, Quantum GIS Asset Management Software: Cityworks AMS CADD & Graphic Software: AutoCAD 3D Map, AutoCAD civil 3D, Microstation, Visio, Photoshop, 3D Max Databases: Access, SQL Server, Geodatabase GIS Programming: Python, Javascript, ArcGIS API for Flex, ArcGIS API for Silverlight and ArclMS, ESRI Arc Objects Other programming environments: C#, Microsoft C++, HTML, KML, XML, UML, VBA, Visual Basic, and .NET Framework. Page 16 ILLE '. AI �. seavua. i.0 37 Ilo Experience and Past Performance The following table shows the combined project experience of our team. City of Lemon Grove ✓ ✓ Indio Water Authority ✓ San Gabriel Valley Water District, ✓ ✓ CA East Valley Water District, CA ✓ ✓ ✓ ✓ ✓ ✓ Western Municipal Water District, ✓ ✓ CA Otay Water District ✓ ✓ ✓ City of Lemon Grove, CA ✓ City of Barstow, CA ✓ City of Orange, CA ✓ City of Los Angeles, CA ✓ ✓ County of Los Angeles, CA ✓ City of Long Beach, CA ✓ City of Newport Beach, CA ✓ City of Pasadena, CA ✓ City of Fremont, CA ✓ City of Fontana, CA ✓ ✓ California State University, East ✓ ✓ ✓ Bay, Hayward, CA California State University, ✓ ✓ ✓ Pomona, CA Los Angeles World Airports ✓ ✓ ✓ (LUSAD) University of California, San ✓ ✓ ✓ ✓ Francisco, CA Page 17 MILLER 38 III. Statement of Experience & Qualifications of Project Assigned Personnel Miller Spatial Services, LLC is comprised of a core group of GIS, networking and programming professionals with extensive experience in the industry and hold various certifications. The Organization chart shown below highlights all key personnel who will work on this project along with their percentage of time allocated to the project. VRANCHO PALOS VERDES Bruce Miller, GISP (50%) Chris Johnson The Project Manager will be Bruce Miller, LISP. Mr. Miller has over 15 years of Project Management experience and over 5 years of Cityworks implementation experience. Mr. Miller will be the primary resource performing the implementation. He will be assisted by Chris Johnson for any Cityworks API integration. Page 18 ILLE I. AI �. seavua. i.0 39 EDUCATION Bruce Miller, GISP Bachelor of Science Degree, Founder/Implementer Environmental Science, University of California, Riverside Mr. Miller has his GIS Professional (GISP) certification. He Associate of Science Degree, has over 20 years of experience providing GIS services to Natural Science, Riverside Community College public agencies. Mr. Miller has been responsible for directing complex mapping projects addressing logistical and technical concerns. CERTIFICATIONS Services include database development/administration Systems Profession (GISP) - Geographic Information and maintenance, map creation, needs assessment, Systimplementation and integration. Integration services CONTACT INFO include integrating GIS databases (SQL Server or Oracle) with other systems such as CCTV, Customer Billing, Email: Document Management (Laserfiche), and Work Orders. brucemiller@millerspatialservices.com He also provides field data capture automation, training, and general IT consulting services. Summary of Skills Expertise using ESRI's ArcGIS software products, ArcGIS Desktop 10.x, ArcGIS Server, ArcGIS Online, and ArcGIS Pro Experience in administration of Cityworks AMS Expertise in Mapping, GIS Data Modeling, Systems Integration, Needs Assessments Over 10 years of Project Management experience Experience with GPS data collection using Trimble GPS units and post processing data by differential correction Database experience with SQL Server, Oracle, and Microsoft Access Programming experience in Python, Visual Basic, HTML Representative Projects East Valley Water District, Cityworks Implementation/Administration Indio Water Authority, Cityworks Support City of Lemon Grove, Cityworks Implementation and support Page 19 1 LLE '. AI �. seavua. i.0 40 Bachelor of Science Degree, Finance, University of Illinois, Urbana -Champaign CERTIFICATIONS Esri ArcGIS Desktop, Associate 10.1 Esri Web Application Developer, Associate 10.1 CONTACT INFO Email: cjohnson@millerspatialservices.com Page 1 10 Chris Johnson Spatial Application Developer Mr. Johnson is an expert in computer programming and has significant experience in various languages, to include: Summary of Skills Cityworks API development Python programming — 6 years Adobe Flex application development — 3 years .Net programming with C++ and Visual Basic — 3 years Microsoft SQL Server — 3 years ArcMap, ArcGIS Server, ArcSDE and ArcObjects — 3 years GPS data collection — 2 years MS Access/Excel/Word — 8 years Completed Proiects City of Henderson, NV Utility Services — GPS Data collection and QA WMD Water, Drenth, Netherlands — Integration of INFOR EAM with Flex web application Calwater — ArcGIS Server administration, web application development, forms app development City of Lemon Grove, CA — ArcGIS Online web application development Fontana Water Company, CA — DigAlert project, forms development, ArcGIS Online ILLE '. AI �. seavua. i.0 41 Scope of Work A. INTRODUCTION This scope of work identifies the tasks required for the successful implementation of Cityworks AMS. Miller Spatial Services understands that the following requirements have been identified by the City, and will be included in implementation: General GIS centric — 2 way GIS communication Mobile device capable for in field work, storing data on the device so work can be done while device is not connected to the internet Intuitive User Interface — Simple interface making it easy for average/occasional user to utilize (such as service request entry) Service Requests/Customer Service Service requests can be created for internal and external work requests either linking to a GIS Asset and points or without the use of GIS Workflows to manually or automatically generate work orders from service requests and route as appropriate to appropriate staff Link work order to service request to provide lifecycle history of problem Ability to set automated response to requestor when service request is turned into a work order, when work order is assigned (including estimated completion) and once work has been completed Dashboard to manage service requests and work orders Work Orders Interface allowing for flexible creation of work orders related to GIS assets and points or entered direct into the system without GIS. Ability to create multiple work orders for many assets at one time. Work order input and reporting includes costs for labor, material, parts, equipment, vehicles, tools and outside resources. Each work order can be tied to one or more asset ID's to create asset maintenance history. Ability to email pdf version of work order to users and contractors. Scheduled work orders should appear on a calendar by user and a central calendar that includes all users. Page 111 ILLE '. AI �. seavua. i.0 42 Users should be able to change the day, time or crew from the calendar view prior to finalizing the work order. Multiple assets can be linked to one work order and one asset can have multiple work orders. Work orders can be parent or child work orders. Preventive Maintenance (PM) Set triggers for PMs by various criteria such as by event, date, days, weeks, months, readings, miles and last condition rating. Ability to include estimated labor, materials, parts, attachments, and other requirement work components in PM or Asset. Ability to input actual labor, materials, parts or service provider information such as vendor invoice number, and other work component requirements in work order. Include best practice inspection templates. Asset Inventory Asset Inventory linked to GIS assets such as signs, storm/sewer structures and conduits, trees, street segments, street lights, pavement markings, curb & gutter, sidewalks as well as non -GIS assets like vehicles, and equipment fleet and custom entry with location for items like HVAC systems, fixtures, etc. Ensure that each asset has a unique ID whether from GIS or not. Interface configured to provide method to add or attach new assets to GIS using a fast, efficient data entry process. Provide ability to add new fields to existing records and globally populate attributes including 5 user defined fields. Ability to query/sort assets on all attributes and print or send information by email. Include ability to create a GIS map of selected assets based on category, work in process, assignments and other statuses and categories within the system. Include ability to select work orders, inspection records and other information stored in system through the GIS map. Ability to attach multiple images and documents to an asset record. Asset Inspections Store inspection records and images for asset inspections. Page 112 ILLE '. AI �. seavua. i.0 43 Apply a condition assessment rating to inspections that relate to a separate checklist attached to the asset. Ability to query/sort assets based on scheduled maintenance and condition ratings. Create condition rating report based on categories and inspection dates. Workflow Management Rules -based workflow routing based on status, dates, types, etc by groups Ability for users to start workflow based on status, dates, events and route document packages such as work orders, maps, special instructions, safety instructions and other for further routing or approval Capital Improvements / Engineering Project Management Ability to create parent and child projects and assign project managers and work orders to projects by choosing single or multiple assets in GIS or Mfilwi elE001 Ability to status projects, track detail such as project schedules, costs, contractors, staff and update as needed Ability to attach files, reports, as -builds, etc to projects GIS maps to display projects based on a combination of information such as category, dates, events, types, cost, etc Selecting a project in GIS will display further detail about the project Ability to report on quantity, time and cost of Projects and sub -projects in both summary and detail formats in Crystal Reports and Excel format. Ability to track work orders schedules at project level Dashboard to view all project information and drill down to view project details by category Mobile Field Computing (5) Setup tablet and mobile laptop for accessing and updating of inspections and work orders in the field Integration of GIS into mobile devices Ability to add asset in field using GPS coordinates from mobile device Ability to take pictures with the mobile device that automatically attach to the item The following are capabilities that the City would like which are NOT in the scope of work for this project: Interface with CRM solution such as Public Stuff or Citysourced Page 113 ILLS 44 Capability for system to interface with other City enterprise applications (interface not included in scope). Planned Interface with DRM (Public Stuff, See Click Fix, or CitySourced) to create service requests TASK 1: BUSINESS PROCESS ANALYSIS MEETINGS We will meet with key department personnel to document the specific business processes currently in place. Information collected will include the daily work orders and maintenance management cycles needed to be configured into Cityworks. This is an integral part of the process for us to capture the complete functionality of the current system and integrate those components into the Cityworks platform. This task will take place onsite in workshop -style meetings with necessary IT and department managers, and may occur over 6 days. RPV will start internal meetings first to look at their coordinated processes. Deliverable Milestones: a. Workflow diagrams of processes that will be incorporated into Cityworks b. Minutes of Meeting Notes TASK 2: DATABASE CONFIGURATION Using the City's current ArcGIS Server into Cityworks. The timeline for the database configuration will vary depending on the status of current stored data. This task will take place offsite. MSS will be responsible for linking (if any is needed) of the City's existing GIS database into the new system. MSS understands that the City does not maintain any data other than current layers in GIS and will enter that data using MSS tools and training techniques. MSS understands that the City expects any migration tools and training on future data entry or integration to be part of the deliverable. Deliverable Milestones: Page 114 ILLE I. AI �. seavua. i.0 45 a. Asset Inventory Configuration Assets for WO/SRs have been loaded into Cityworks and linked to the proper WO/SR types b. GIS Integration GIS data displays in Cityworks map GIS assets can be attached to proper WO/SR GIS attributes can be updated through Cityworks TASK 3: ONSITE CITYWORKS INSTALLATION The configured database and Cityworks software package (Cityworks Server AMS Workgroup Standard) will be installed onsite in the City's environment. Changes to the configuration can be made during this time. MSS will install all software needed for Cityworks. MSS will meet with a representative of the City prior to installation of the software products to ensure that the site meets the Cityworks written minimum site requirements. Reports will be configured for Cityworks. The following reporting requirements will be implemented: Reports will be created using Crystal Reports or standard Word Templates Allow users to create ad hoc reports using saved searches Store ad hoc report saved searches and changes as required Preview all reports before they are printed Include pre -defined general system reports that can be customized by the user Option to send reports to printer, file, or email 14 preconfigured reports on quantity, time and cost of various aspects within the system in both summary and detail formats in Crystal Reports and Word. Saved searches for the reports below can be exported to Excel. The following reports will be setup: o Employee Actual Labor o Employee Projected Labor o Equipment Report o Scheduled Inspections Report o Inspection Summary Report o Material Report o Project Detail Report o Service Request Listing o Service Request Summary o Work Order Details Page 115 I L L E 46 o Work Order Listing o Work Order Task Duration o Work Order Task Duration Average By Type o Work Order Summary by Type Deliverable Milestones: a. Service Request, Work Order, PM, Asset Inspection Configuration WO/SR, and Inspections work as defined in workflow meetings (Task 1). User Inboxes are configured Defined Users are able to login b. Workflow Implementation, Mobile Device Configuration Defined Workflows defined in Task 1 are being routed correctly in Cityworks Mobile Devices in field can access Citywork's database c. Report configuration Reports listed are displaying correct information Report user permissions are set correctly TASK 4: TRAINING MSS will develop a training plan for review by the City prior to training. The plan will include user group levels, course duration, description of course, and any course prerequisites. Training will be done in the City's training facility. Designated City administrators will be trained in all administration functions required to operate the system. MSS will provide direct user training, not train - the -trainer courses. Training will occur over four 8 hour days Levels of training required will include: Casual User: Staff who will have the ability to check the status of a work request. Session will be 2 hours (quantity 8 — broken into 2 sessions) Routine User: Staff who will have the ability to complete a work order after the crew has completed their work. Session will be 3 hours.(quantity 6) Heavy User: Staff, who will create work orders, schedule work orders, create PMs, maintain the parts, create reports and generally will have the ability to use the whole system based on their security clearance. Session will be 4 hours. (Quantity 4). Page 116 ILLE <.�ana�. seavua. i.0 47 Administrator: Staff will have full system access and be responsible for the daily system operations. Security levels, configure drop down and user defined fields. Session will be 3 hours (quantity 2) Training sessions will be held for each group of user identified above. Training will be broken into small groups of users depending on work responsibility. Deliverable Milestones: a. Admin and User Training completed b. Copy of training material used in training session delivered in digital format (Microsoft Word) c. Go -live TASK 5: POST -INSTALLATION SUPPORT After the configuration, installation and training phases have concluded, we will provide troubleshooting and support services of up to 80 hours (may be negotiable). This support will primarily be remote and take place offsite. Deliverable Milestones: a. 60 day post implementation follow up on site Page 117 I L L E 48 , Project llrnpement on SchedLfle The schedule to complete this project is below. We are prepared to begin work on this project immediately upon your Authorization to Proceed and will coordinate with you, as required. Month Month Month Month Month Task Description 1 2 3 4 5 1 Business Process Analysis Meetings 2 Database Configuration 3 Onsite Cityworks Installation 4 Training (80 5 Post -Installation Support Hours) Notes: Task 1 schedule will be dependent on City staff availability to attend workflow meetings. Task 5 will start once all deliverables are accepted under the scope of work and will continue until all hours are used. Page 118 MILLER 'AII :.-'IkOuts. is 49 VL Cost A detail cost and Milestone billing schedule based on the scope of is below. It is based on the completion of milestones in the agreed upon Scope of Work. The amount under `Milestone Billing' will be billed at the completion of the milestone. Task Milestone Description Milestone Billing Total Cost 1 Business Process Analysis Meetings $ 9,975 a Workflow Diagrams $ 7,980 b Meeting Notes $ 1,995 2 J16. Database Configuration $ 10,500 a Asset Inventory Configuration $ 6,300 b GIS Integration $ 4,200 3 Onsite Cityworks Installation $ 13,650 a SR, WO, PM, Inspections $ 6,825 b Workflow Implementation $ 4,095 c Report Configuration $ 2,730 4 Training $ 6,300 a Admin/User Training $ 5,040 b Go -live $ 1,260 5 * Post -Installation Support $ 8,400 a 60 day post implementation $ 8,400 Total Cost $ 48,825 VII. Annual Support Annual support will be provided as needed to provide support, configuration changes, and upgrades. Support will be billed based on a Time and Materials agreement. The following rate schedule will be used: Cityworks Administrator $105/hour Cityworks Developer $85/hour GIS Analyst $75/hour GIS Technician $65/hour Rates will have a rate escalation of 5% per year. Round Trip travel to the City will be billed at: $90/trip Additional Reports will be setup as follows: Simple Report (Single table): $500/report Advanced Report (Multiple tables): $1000/report Page 119 MILLER 50 V Id1iL Firm Contacts and Authorized Persons Information The following person is an authorized representative of Miller Spatial Services, LLC and is the primary contract for this project: Bruce Miller, President Miller Spatial Services, LLC 20590 Bloomfield Road Riverside, CA 92508 bmiller(aD-millerspatialservices.com 951.505.9276 Page 120 MILLE (GATIAL 1111 1, LLC 51 Miller Spatial Services, LLC Rrucp Miller LISP Founder/President 20590 Bloomfield Rd Riverside, CA 92508 www.MillerSpatialServices.com