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HomeMy WebLinkAbout575914 MARSHALL AND ASSOCIATES INC - CONTRACT - RFP - 8298 GPS VEHICLE TRACKING SYSTEMServices Agreement 8298 GPS Vehicle Trackiing System Page 1 of 31 SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and MARSHALLGIS, hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of twenty-one (21) pages and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Service Provider shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence October 10, 2016, and shall continue in full force and effect until October 9, 2017, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. Written notice of renewal shall be provided to the Service Provider and mailed no later than thirty (30) days prior to contract end. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 4. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Service Provider: City: Copy to: MarshallGIS Attn: Elizabeth Marshall 2915 N Cole Road Boise, ID 83704 City of Fort Collins Attn: Nick Jovene PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Services Agreement 8298 GPS Vehicle Trackiing System Page 2 of 31 Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Contract Sum. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided hereina per the attached Exhibit "B", consisting of two (2) pages, and incorporated herein by this reference. 6. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 7. Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 8. Subcontractors. Service Provider may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Service Provider. 9. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 10. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 11. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Services Agreement 8298 GPS Vehicle Trackiing System Page 3 of 31 b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City-furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 12. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 13. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 14. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 15. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Services Agreement 8298 GPS Vehicle Trackiing System Page 4 of 31 Exhibit C, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk Management, P. O. Box 580, Fort Collins, Colorado 80522, one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 16. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 17. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 18. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Services Agreement 8298 GPS Vehicle Trackiing System Page 5 of 31 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "D" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. 20. Additional Exhibits. Incorporated into this Agreement by Reference are the Master License Agreement, which totals 15 pages (Exhibit E) and Software Maintenance and Services Delivery Agreement which totals 2 pages (Exhibit F). If there is any inconsistency between the terms of this Services Agreement and those in Exhibits E or F, The Services Agreement shall prevail. DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 10/21/2016 Services Agreement 8298 GPS Vehicle Trackiing System Page 7 of 31 EXHIBIT A SCOPE OF WORK SECTION 1 – PRODUCT SPECIFICATIONS MarshallGIS proposes to the City of Fort Collins (City) our industry leading LiGO® Solution to meet the City’s need for a GPS Vehicle Tracking System RFP (8298) for an initial 30 vehicles with the possibility to scale to 1,000 vehicles. Our proposal includes a “turnkey” LiGO® Platform as a Service (PaaS) system including GPS tracking telematics devices and installation, setup, initial system configuration, training, system maintenance and support necessary to accurately track all of City’s vehicles without interruption. The LiGO® PaaS system includes LiGO® GPS CalAmp telematics device hardware and our easy to use LiGO® hosted application. The initial system configuration includes 30 vehicles, 30 users, 10 unique user views, 10 tags (vehicle or user groups), and 10 additional events beyond standard system events and up to 10 custom reports. The City can modify and grow the system from here, using MarshallGIS support as needed. 1.1 - LiGO® Overview The development of LiGO® came about from our clients’ growing need to simplify remote field data collection (i.e., eliminate human interaction when possible), yet still use the reporting and analytical tools in place, such as Esri GIS and asset management systems like Cityworks. LiGO® is a Cloud-based Mobile Resource Management system that expands your investment beyond “vehicles on a map”. The flexible and accessible nature of the cloud database allows us to extend LiGO® data to other systems at the City such as the ArcGIS Server based GIS. LiGO ’s rich capabilities include, but is not limited to automated vehicle location (AVL), GPS and vehicle/fleet diagnostics. With its management focus, LiGO® gives managers, operations and public official’s better insight into work that is being performed. Of course, it offers the capability to track vehicles throughout the workday, leading to more efficient use of fuel, greater safety for the field crew, and improved customer service. MarshallGIS supports government agencies across the US and Canada with GPS mapping, GIS and Mobile Resource Management technologies. Our experience prior to AVL included in- depth GIS and mapping integration tools and services, for large enterprise customers. As such, the company maintains a large number of server systems able to emulate our clients’ systems. In addition we have been writing commercial grade GIS software since 2001, for our GeoKNX product line and for our partner’s product lines. Our commercial software provides us expert product lifecycle experience, including requirements, design, development, testing and implementation. We have the capability to help the City beyond basic AVL. “LiGO®” is an innovative GPS solution that connects your world, by connecting vehicles, people, crews and systems that are critical to City operations. Our LiGO® solution can provide DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Services Agreement 8298 GPS Vehicle Trackiing System Page 8 of 31 operations data to your email, your cell phone, or to key fields within your GIS or other business systems such as Cityworks. MarshallGIS uses subscription pricing model for LiGO®. LiGO® is cloud-based and available any time on-demand. MarshallGIS manages all the technical issues associated with maintaining, upgrading, and supporting the system. MarshallGIS understands that the City wants the selected vendor to provide the installation of the telematics devices into the City’s vehicles and we have provided pricing for this options (see Pricing Exhibits). As a note the proposed LMU 3030 units can easily be installed by City’s fleet technicians, as it connects to the ODB2 port. 1.2 - CalAmp GPS CalAmp GPS telematics hardware is used as part of the LiGO® system. CalAmp is a leading telematics device hardware manufacturer. Also since CalAmp is a US-based company, delivery of new or replacement equipment is fast and reliable. LiGO® uses the Verizon Wireless network to capture all data from the GPS telematics devices. Verizon provides the largest, most complete coverage in the US today. LiGO® is delivered as a hosted PaaS model where users can access the LiGO® application(s) via any connected device at any time, from anywhere — all for a fixed per-connected device monthly subscription fee. The 24/7 access will meet the City’s multiple departments access needs during the standard work day as well as the City’s on-call/after-hours needs. LiGO® will support all the City’s tracking needs including light, heavy, ATV, Mule and non- engine high value asset tracking. MarshallGIS utilizes CalAmp telematics devices. CalAmp is known for its high-quality, and can be programmed/updated remotely by MarshallGIS as needed. This means hardware does not need to be brought in to change functionality in the firmware The proposed LiGO® system can provide seamless integration to the City’s Esri ArcGIS mapping system as well. MarshallGIS has 22 years’ experience integrating systems, so we can provide LiGO® integration support for other enterprise business systems in the future, as needed. LiGO® is a highly scalable system. It not only can meet all the needs of the City’s Fire Department it can scale to support the City’s enterprise Department and Agency tracking needs including Building, Community Development, Forestry, Parks, Utilities, etc. 1.3 - Server Specifications and Process MarshallGIS has a secure facility with equipment designed to be operational 24/7 with no down time. Since we started LiGO®, our servers have had zero down time due to complete redundancy and failover capabilities. LiGO® is a secure platform. A user name and password are required to log into the LiGO® system. There is an ability to set privileges to view certain information by roles and tags. Based on defined roles in the system, the user has assigned privileges within the system, which can be modified by the administrator. “Tags” can be set up so that, based on the user who logs in, they will be able to see certain vehicles (e.g., parks staff can see their parks vehicles and public works can see their vehicles, but not each other’s vehicles). MarshallGIS will provide administrative training to show key staff how to set up security/permissions. The data that is transmitted from vehicle hardware to the LiGO® database is encrypted and secure during transmission using VPN. DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Services Agreement 8298 GPS Vehicle Trackiing System Page 9 of 31 1.4 - Verizon Coverage MarshallGIS is a Verizon M2M Business Partner. The required LiGO® Verizon cellular coverage costs are included in our simple monthly/annual PaaS subscription pricing. Verizon has the most extensive and reliable coverage in the US. Verizon provides excellent coverage for the City. 1.5 - LiGO Benefits Improved productivity • Metrics to support management of workflows and performance • Reduce downtime and unauthorized work breaks and travel • Deploy drivers more efficiently • Spend less time tracking down vehicles and drivers • Identify actual time spent at job sites Improved Safety & Reduced Risk • Monitored driving reduces the likelihood of speeding, accidents and loss of equipment Improved Fuel Efficiency • Eliminate unauthorized vehicle use and stops • Lower costs by deploying vehicles more efficiently • Reduce idle time • Less speeding means better mileage Lower Vehicle Maintenance Costs • Comprehensive reports lead to better maintained vehicles • Longer vehicle life • Fewer costly breakdowns 1.6 - LiGO® Key Features  Easy to use Web based PaaS Application Real Time Views  Smart Tracking System™ Historical Views  Replay Historical Tracks “Proof of Presence”  Points of Interest Tracking Geofence Tracking  Linear Event tracking Driver behavior Tracking Idling Event Tracking Speeding Event Tracking  Reporting  Alarms and Notifications Mobile Dispatch / Job Tracking Garmin Integration  Job Routing  Chat functionality DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Services Agreement 8298 GPS Vehicle Trackiing System Page 10 of 31  Vehicle Maintenance Tracking Esri ArcGIS Integration 1.7 - LiGO® Feature Descriptions Live “Real -time” Views of your Operations LiGO® provides real-time views of your operations. Views can be set to see all vehicles or be set up for any level: Departments, Divisions, and Crews etc. Smart Tracking System™ LiGO® devices have been specially programmed to track data when a significant event occurs - such as a turn of a certain angle, a certain distance is passed, and/or a certain time has passed. This keeps the data stream to LiGO® reduced to only meaningful data, reducing post processing requirements (data reduction) and significantly reducing M2M data costs. Below is an example of how smart tracking also provides better adherence to the base map – no crossing buildings and parcels due to delivery of data based only on time. This is significantly better than just gathering a track point every 2 minutes or even at 30 second intervals. “Historic ” Views of your Operations LiGO® provides historic views of your operations. Easy to use query tool provides access to all your historic data. The user can also see history “live” using vehicle replay to replay a vehicle for a specified period of time. “Proof of Presence” LiGO®’s “Proof of Presence” tool is a unique tool that performs spatial queries. This tool allows you to “prove” that someone was in the area or not. It is a very useful tool to support customer support staff who are always asked to respond to inquiries about work performed or not performed a specific location. This tool is also useful to respond to questions regarding liability such as your truck hit my car on a specific date and location. Points of Interest Points of Interest (POI) are point based locations that you identify and want to track time spent at those locations. POI’s could be building locations or fixed assets such as signs or hydrants. POI’s can be imported or manually defined. GeoFences Geofences are polygon or area based locations that you identify and want to track time spent at those locations. Geofences could be City boundaries, City boundaries, parks or a wash zone. Geofences can be imported from your GIS or manually defined. Linear Event Tracking LiGO® can connect up sensors on vehicles such as spreaders, plows and sweepers to track linear events. Driver Behavior Tracking LiGO® can track driver behavior such as speeding, idling and harsh driving. DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Services Agreement 8298 GPS Vehicle Trackiing System Page 11 of 31 Reporting LiGO® has extensive reporting capabilities. Standard out-of-the-box reports can customized and then saved as a custom report. LiGO® provides intuitive user friendly ad-hoc reporting capabilities in a variety of types, formats, and methods. Reports can be created, printed, or exported in real-time based on specific vehicles, a timeframe, and event (e.g. idle). Below is a partial list of canned report templates available within LiGO®: • Event Detail Report • Event Summary Report • Productivity Detailed Report • Productivity Detailed Report • Vehicle Utilization Report • Sweeping Report • Trip Summary Report, including stops and travel time • Trip Detail Report • Maintenance Report Other Reports included are Start/Stop, Idle, Fuel, and Speed. Custom Reports can also be created to meet requirements sought after. Each report can be emailed based on a schedule, printed/exported in a variety of formats, including CSV, or simply viewed locally which allows for clicking elements of the report to add markers on your LiGO® Map. Below are a few examples of the reports available in LiGO®: Alarms and Notifications LiGO® has extensive alarm and notifications. (See Notifications on map above). Additional Features Mobile LiGO® Mobile is a reduced function html5 mobile application that can be accessed from any connected smart phone, tablet or laptop. Mobile Dispatch / Jobs Jobs can be dispatched to mobile client and tracked. Route Management LiGO® can convert a track that was created during a typical work day into a route, or import an optimized route from your GIS so that notifications are received when a vehicle deviates from a planned route. Data from LiGO® can be exported to GIS so it can be analyzed for frequency/location data; the route can also be optimized using historical data. Esri GIS Integration MarshallGIS is a recognized Esri partner, specializes in mapping and has been providing GIS software and services for over 20 years. LiGO® provides for multiple interface options with Esri ArcGIS. ArcGIS Server maps in LiGO®, live LiGO® vehicle feeds to your ArcGIS operations map, KML import/export, and CSV exports. DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Services Agreement 8298 GPS Vehicle Trackiing System Page 12 of 31 Garmin Integration LiGO® provides for a Garmin integrations for dispatch/jobs, routing and chat features. Vehicle Maintenance Module LiGO® provides for a simple vehicle maintenance tracker. Track maintenance events by time or odometer. Flexible to track custom events and fields. SECTION 2 - SYSTEM REQUIREMENTS 2.1 - Overview LiGO® meets and exceeds the technical requirements as identified in the RFP including:  Includes all 3rd party license fees  LiGO® is scalable – can handle projected growth and can integrate with existing business systems  All communications costs included  > (5) meter GPS position accuracy 90% of the time  Information transmitted about each vehicle includes latitude, longitude and speed  Up to 12 hours of user training included  Electric and manual tutorial and user guide documentation provided  Real-time vehicle locations (vehicle track points gather at one (1) minute or less rate  Our Smart Tracking System™ uses an advanced model for accurately capturing tracks which is superior to a time interval collection  One or more vehicles in real time  Extended tracking information including speed, odometer  Historical Track Routes  Current status of vehicles  Travel History playback – up to two (2) years stored online in the LiGO® Cloud  Detailed Mapping with many zoom levels including Street, City or Region  Tracking of City event activities  User friendly ad-hoc reports that can be manually or auto generated and emailed as specified time.  Exception Reporting to PC, Laptop, Cell (smart) Phone, PDA or Tablet (any connected device)  Tabular and GIS/mapping date import/export capability – superior ability to create point and linear features with attributes – not just vehicle locations  Leading GPS telematics hardware using Verizon Wireless GSM network.  Maintenance scheduling  User Text Reports DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Services Agreement 8298 GPS Vehicle Trackiing System Page 13 of 31  Real Time Event Management  Event notifications like speeding, idling, after hour usage, etc.  Full administrative controls  Integration to ArcGIS via the LiGO Web Services API  Integration to Cityworks via the LiGO Web Services API  Integration to other business systems via the LiGO Web Services API 2.2 - Scalability and Extensibility LiGO® is scalable in terms of volume of vehicles (and many other assets and devices) and can be extended to be used by the City’s existing technologies and systems. LiGO’s Web Services API allow complete integration to the City’s ArcGIS and Cityworks Asset/Work Management Systems, as well as other business systems. MarshallGIS is also working with Boise State University Engineering Department to research and develop new and improved sensor integration technologies. http://news.boisestate.edu/update/2015/12/16/igem-grant-supports-sensor-adapter-for- enhanced-m2m- integration/ The proposed LiGO System obtains GPS information for each vehicle using GPS satellites orbiting the earth. The CalAmp GPS positional accuracy provides ten (10) meter accuracy ninety (90%) percent of the time. By default the information transmitted about each vehicle includes latitude, longitude, speed and G Force (via accelerometer). But we can attach many other events, from “sweeper down” to “speeding” and many others, attached to points and tracks. With use of Driver ID the system will provide the driver ID or name that logged in via the Key Fob. Additionally depending on the device selected a series of engine data can be captured or other onboard sensor data can be captured as well, such as PTO usage, sweeping, plowing, spreading, spraying, temperature, etc. SECTION 3 - TRAINING This proposal provides for up to 12 (1) hour trainings in year 1. MarshallGIS staff will provide all training necessary to make the City successful with its implementation. We approach training as an iterative process starting with the very basics in the first web based training with frequent follow on trainings that cover additional functionality identified by City management and technical staff. MarshallGIS provides multiple training sessions to ensure you understand how to use and manage the LiGO System. Below is the general LiGO training plan. LiGO Training Plan LiGO Introductory Training Session #1 MarshallGIS will provide introductory training to your staff. This will allow your staff to begin to utilize LiGO immediately by learning about how to log into the system, work with the vehicles, vehicle tracks, the map & map toolbar, workspaces/views, alerts/events/notifications, reports DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Services Agreement 8298 GPS Vehicle Trackiing System Page 14 of 31 and other basic system functionality to begin to use the system. Your agency will then use the system for a few weeks, gather feedback/questions and MarshallGIS will provide another session which will answer questions and be more in depth. LiGO Administrative Training Session #2 MarshallGIS will provide Administrative training to those who will be maintaining the system and potentially adding/modifying vehicles, users, roles/tags/views, events, reports, creating custom fields and permissions. This training will allow administrative staff to manage the system and build upon the application without necessarily needing MarshallGIS staff. LiGO Advanced Training Session #3 MarshallGIS will provide an advanced training session based on your agency’s needs which will include some of the advanced modules such as LiGO mobile, LiGO dispatch, LiGO vehicle maintenance, creating/managing geofences, creating/managing points of interest, advanced track filtering (e.g., being able to see where broom is down vs. up), Driver ID usage, exporting data and integration (e.g., LiGO Web Services). LiGO Optional Additional Training #4 MarshallGIS will provide additional training sessions where staff may not have been available and to answer additional questions. These might be ad-hoc training sessions for ½ hour to an hour online where we go over things again or go a little deeper into a particular part of LiGO to ensure staff is receiving the full value of the system. Key best practices include documenting expectations at the beginning (agreeing on success), installing devices early and training on customer’s actual data. For integration best practices – generally linear features are best integrated with Cityworks via GIS, all other data is best written directly to Cityworks assets, work orders, and other tables. MarshallGIS shall provide a tutorial program with electronic and manual documentation to the City. We find that YouTube videos provide the best electronic documentation and we have many available from our library. SECTION 4 – FUNCTIONAL CAPABILITIES MarshallGIS can demonstrate the capability of their existing system to support the listed features in real time at the City’s request. The System is capable of supporting the following vehicle tracking functions: • Real-time Instant Location: The System operator or dispatcher operator must be able to select any one or more vehicles and display the current known locations of those selected vehicles on the map. Information associated with the vehicles including: Custom Vehicle ID, address, speed, driving direction, ignition on/off, time at stop (if stopped), and last communication time and date should all be displayed. • Communication Interval: The tracking System should report real-time vehicle location data every ten seconds while the vehicle is in transit and transmit in 1 minute increments while vehicle is stationary. The communication interval should be automated and not require requests or intervention from the System operator’s or dispatchers’ computers. • A visualization of vehicle location and related information on electronic map, including: • Vehicle/ Custom ID number; DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Services Agreement 8298 GPS Vehicle Trackiing System Page 15 of 31 • Idle time on vehicle; • Historical track route custom color coded by speed with all stops displayed variable by time; • Expanded vehicle data including Current Address, Current Speed, Direction of travel, Time Stopped (if applicable) and verification of last data transmission. • Ability to select and view one vehicle or all vehicles with automated optimal zoom settings; SECTION 5 – REPORT GENERATING Reporting security is controlled by user roles. Users are included in with certain role privileges. Reports can be scheduled to run automatically or created manually and be automatically delivered to email recipients by the system. Reports shall be clear, concise and easy to understand. Reports provide the City with information that will include, but not limited to: daily reports, dashboard, detailed reports, fleet summary reports, route replay, idling report, location report, alert reports, vehicle activity report and trip and idling reports, over the posted speed limit, rapid acceleration, and rapid deceleration and many more. The LiGO user interface supports the ability to offer alerting features. Administrative staff will be able to set the criteria for an alert, such as flagging for speeds 5 mph over posted speed limit, or harsh acceleration/deceleration. Alerts can be flagged in relevant reports or be set to notify City staff of any alerts as soon as the violation occurs via email, txt or symbol on live vehicle map. Alerts shall include, and are not limited to, excessive speed, excessive idling, and engine start up and shut down during off-hours and when a vehicle enters or exits specific geographical areas, rapid acceleration and rapid deceleration. Alerts are triggered by LiGO events. Events are business rules that can be created by the City to meet the City’s needs. There are no limit to the number of events the City can create and report on. Any data that can be reported can be exported via the LiGO Web Services as well. Report examples are shown in the previous “product specification” section. SECTION 6 – TRAVEL PLAYBACK The LiGO Track Replay allows to playback tracks for vehicles in an application. The playback can include any number of tracks and vehicles for up to 2 years. Also, we can import GIS maps into LiGO, or export vehicles, event points, or track lines into GIS with unlimited attributes. SECTION 7 – SYSTEM SECURITY LiGO® is a secure platform. A user name and password are required to log into the LiGO® system. There is an ability to set privileges to view certain information by roles and tags. Based on defined roles in the system, the user has certain privileges within the system, which can be modified by the administrator. “Tags” can be set up so that, based on the user who logs in, they will be able to see certain vehicles (e.g., parks staff can see their parks vehicles and public works can see their vehicles, but not each other’s vehicles). MarshallGIS will provide administrative training to show key staff how to set up security/permissions. The data that is DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Services Agreement 8298 GPS Vehicle Trackiing System Page 16 of 31 transmitted from vehicle hardware to the LiGO® database is encrypted and secure during transmission. In addition servers have complete redundancy and automated failover, with redundant internet connectivity as well. SECTION 8 – VEHICLE TRACKING HARDWARE Marshall proposes the following CalAmp telematics devices to meet the needs of the requirements: • CalAmp LMU 3030 for “light duty” vehicles o Assumes vehicles are cars, vans or smaller trucks with OBD2 ports manufactured after 1996 o The LMU 3030 tracks location information via GPS, engine/vehicle information via OBD2 port and driver behavior data via accelerometer. o For light vehicle manufactured before 1996 or those that do not have OBD2 port: MarshallGIS will substitute a CalAmp LMU 2620 telematics device for the same price. The LMU 2620 is a wired device that will work with any vehicle. • Optionally a CalAmp LMU 2630 which is a wired devices that may be used in cases where the City needs to connect up to external vehicle sensors (PTO’s, sweepers, plows, spreaders, sprayers, etc.) or when the City wants to track individual drivers and needs to integrate the Driver ID technology o The LMU 2630 is a wired device that is easily installed. o The LMU 2630 tracks location information via GPS and driver behavior data via accelerometer as well as the capability to track up to 4 external sensors such as PTO, temperature, proximity, etc. o The LMU 2630 does not, by default, capture engine data. Should City deem that engine data is required, then MarshallGIS would add a jPOD adaptor. The LMU 2620 can be configured with the jPOD The jPOD ECU (Engine Control Unit) interface which allows users to connect an LMU- 4200 into a vehicle's Electronic Control System, via the j1939 or j1708 interface to collect a variety of engine diagnostics. Most of our users use the LMU 2620 as it provides the majority of the value to most organizations. MarshallGIS understands that the City may have some existing GPS telematics devices via the use a previous AVL technology. http://www.cityworks.com/2012/01/fort-collins-colorado-manages-fleet-with-cityworks-and- compasscom-avl/ LiGO may be able to use that existing technology. MarshallGIS is willing to assess the existing technology to see if it is reusable. MarshallGIS understands that the City may want to incorporate Driver ID technology. There is only one reference made to this capability and that is in Addendum #1 Q&A (Question 49). Without more details, like how many drivers the City has for the 30 vehicles) it is hard to bid the Driver ID. Thus MarshallGIS propose to add this functionality as an optional add on. Driver ID provides for the ability to track individual drivers of vehicles. LiGO supports Driver ID. Driver ID does require additional hardware components including Key Fobs (one for each DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Services Agreement 8298 GPS Vehicle Trackiing System Page 17 of 31 driver), Key Fob Readers (one for each vehicle) and typically a buzzer (one for each vehicle). To track by Driver ID will require each driver to have a Key Fob which they must swipe over the Key Fob Reader each time they turn on the vehicle. The buzzer will beep until they swipe the Key Fob Reader. The result is the ability to report by Vehicle or Driver. CalAmp telematics hardware is used as part of the LiGO® system. CalAmp is a leading telematics device hardware manufacturer. Also since CalAmp is a US-based company, delivery of new or replacement equipment is fast and reliable. CalAmp telematics hardware is used as part of the LiGO® system. CalAmp is a leading telematics device hardware manufacturer. Also since CalAmp is a US-based company, delivery of new or replacement equipment is fast and reliable. Standard CalAmp Devices available for use with LiGO® 1. LMU – 3030 GPS tracking device with diagnostics via On-Board Diagnostics (OBD-II) System. This device is compatible with light & medium standard vehicles made after 1996. 2. LMU – 4225 GPS Tracking device with diagnostics via the JBUS port. This device is compatible with heavy duty vehicles made after 1988. 3. LMU – 2630 GPS Tracking device without vehicle diagnostics, this device is usable in most vehicles. 4. ATU – 620 GPS Tracking device for high value assets without own battery system. 5. LMU – 5530 GPS Tracking device and Wireless Hotspot LiGO - Optional Driver ID LiGO® Driver ID Reader DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Services Agreement 8298 GPS Vehicle Trackiing System Page 18 of 31 LiGO® Driver ID Buzzer - Buzzer that alerts if the iButton connection was a success LiGO® Driver ID iButton Key Fob SECTION 9 – USER INTERFACE “LiGO®” is an innovative GPS telematics tracking solution that helps managers understand what is really going on in their mobile operations. Not only does LiGO provide vehicle monitoring and tracking but LiGO® provides real time and historic location-based information and metrics to support the management of your people, crews and your moving assets. Our LiGO® solution can provide operations data to your email, cell phone, or to key fields within your GIS or other business systems. LiGO focuses on tracking operational work activities via sensors and time on site events which then can support the City’s other enterprise business systems. LiGO® will not only meet the needs of the City’s Fleet Manager but also all other Operations Manager’s as well. LiGO is a scalable solution that can meet the needs of the City’s initial implementation but grow as needed throughout the City’s operations. LiGO provides information presented in an easy-to-use and easy- to-understand format. The web based user interface allows City administrative staff the ability to rename the receiver to indicate what vehicle number it is installed in. The City’s staff can log into the system via any connected computer to the internet by entering a secure username and password. A visualization of vehicle location and related information on electronic map, including: • Vehicle/route number; - Yes • Current location of one or all vehicles in the fleet; - Yes • Historical track route custom color-coded by speed with all stops displayed variable by time; - Yes. Historical tracks custom color capable. • Expanded vehicle data including Current Address, Current Speed, Direction of travel, Time Stopped (if applicable) and verification of last data transmission; - Yes. • Ability to select and view one vehicle or all vehicles with automated optimal zoom settings; - Yes. • The System operator or dispatcher operator must be able to select any one or more vehicles and display the current known locations of those selected vehicles on the map; - Yes. DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Services Agreement 8298 GPS Vehicle Trackiing System Page 19 of 31 • Information associated with the vehicles including: Custom Vehicle ID, address, speed, driving direction, time at stop (if stopped), and last communication time and date should all be displayed; - Yes. • System shall allow user to group vehicles by division or other user-specified criteria so they can choose to view only vehicles that they need to see with option to hide unneeded units. System shall have the capability to restrict viewing through administrative access controls; - Yes. Groups set up via a “Tag” system. An unlimited number of Tags can be created. System provides extensive controls. LiGO is a “roles” based system. Each “role” has extensive administrative access controls. • System shall provide immediate access to historical data for reports generation for a time-span not less than one (1) year. - Yes. MarshallGIS keeps data online for two (2) years • System shall be capable of geo-coding user specified areas for both reporting and alerting functions. System should be able to send user-configurable alerts to notify selected users of events such as: - Yes. • Device tampering (“Disconnecting unit”) Vehicles out-of-service-area (“geo-fencing”) - Yes. Event rules track “disconnecting” and geo-fence violations. • Unauthorized use (“After business hours”), excessive speed, excessive idling, hard acceleration, braking and collision, specified mileage or hour alerts, etc. - Yes. Event rules track are used to track all of these events. • System should allow detailed historical reporting in both detailed and summary reports as well as graphs for visual comparison. – Yes. • All System reports must be able to be generated automatically and emailed on a user specified schedule. – Yes Easy to Schedule Reports to be emailed • User interface application shall be able to run on a standard PC with Windows 7 Operating Systems. - Yes SECTION 10 – MANDATORY REQUIREMENTS OF GPS VEHICLE MONITORING DEVICE Below is a summary response for the mandatory requirements • Locates vehicles in near real time - Yes • Monitors vehicle mileage (including on electric vehicles) - Yes • Monitors vehicle speed- Yes • Monitors vehicle fuel consumption/ efficiency- Yes. If using LMU-3030 devices or other wired devices with jPOD connector. • Idle time- Yes. Both “Engine” idle and “Vehicle” DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Services Agreement 8298 GPS Vehicle Trackiing System Page 20 of 31 • Geo-Fence - Yes (circle, polygon & linear route) Geofences could be imported from ArcGIS Geodatabase • Remote vehicle diagnostics) - Yes • Installation of the System - Yes • Ability to track and trend previous month vehicle data – Yes. MarshallGIS store history data/tracks online for two (2) years. Reports can be generated by daily, weekly, monthly or custom. • Vendors warranty information – MarshallGIS provides a standard lifetime warranty on all CalAmp hardware. • Additional option: Individual vehicle hot spots - Yes. MarshallGIS is both a Verizon Partner and CalAmp partner. We can provide the the CalAmp LMU – 5530 tracker which also provide Wi-Fi capabilities. Since this device also provides the tracker capability the City would not need any other tracking device if this device is used. Since we are a Verizon Partner we can also provide a WiFi data plan or the City can use its own data plan. SECTION 11 – PROJECT STAFFING & ORGANIZATION Background MarshallGIS is a nationally recognized software and services company specializing in innovative mobile resource and government asset management solutions. Our goal is to connect your world, by connecting vehicles, people, crews and systems that are critical to your operations. MarshallGIS, a woman owned corporation, was founded in 1994 and has been supporting Utility and Local government Public Sector customers with Esri GIS software services and our own commercial-off-the-shelf (COTS) solutions. Experience MarshallGIS has been providing geospatial solutions, including GPS tracking and GIS for over 20 years, throughout the United States and Canada. MarshallGIS has provided GPS tracking using Esri technology since the mid 1990’s. In 2006 MarshallGIS developed GeoKNX Mobile with GPS tracking and data acquisition, including time/date/location stamps of work orders. In October of 2011 MarshallGIS developed the LiGO® asset tracking cloud solution. MarshallGIS has an excellent history of integrating geospatial data, like AVL, with other mission critical business systems to improve operations. Our integration expertise of remote geospatial data and asset/work management systems is among the best in the US. MarshallGIS maintains ongoing business relationships with Infor Public Sector, Cityworks, Lucity, IBM/Maximo and VueWorks. Our key experience includes: • 20 years’ experience working with Public Sector • 20 years’ experience with GPS/GIS technologies • 20 years’ experience with Mobile Resource Management Technologies including AVL DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Services Agreement 8298 GPS Vehicle Trackiing System Page 21 of 31 • 20 years’ experience Integrating GIS with other Enterprise Business Systems • 15 years Commercial-Off-The-Shelf (COTS) software design, development and support • 15 years’ experience working with COTS Enterprise Asset and Work Management Systems. Implementation Success Having specialized in geospatial professional services since 1994, we are adept at working with clients and ensuring that the right amount of technology is built for given business needs and workflows. Our implementation success is represented in over 150 public sector clients in North America, including some of the largest cities and counties. When our clients need us our customer support has a lot to do with their success – which is why when you call customer support – you reach a senior staff member that can immediately go beyond Tier 1 support. Experienced Project Team MarshallGIS has a highly qualified team available to support the City. Our team has experts with 10 to 20 years, each, of experience in the geospatial industry. We are expert at developing successful implementations of our GeoKNX technology for large organizations like City of Virginia Beach, City of San Antonio, City of Austin, San Antonio Water, City of Seattle, Las Vegas, Hillsborough County, Kansas City, Peoria, and many other government agencies and LiGO® technology at City of Boise, City of Vancouver, City of Renton, Sound Transit in Seattle, Canyon County and others. Experienced Project Team MarshallGIS has a highly qualified team available to support the City. Our team has experts with 10 to 20 years, each, of experience in the geospatial industry. We are expert at developing successful implementations of our GeoKNX technology for large organizations like City of Virginia Beach, City of San Antonio, City of Austin, San Antonio Water, City of Seattle, Las Vegas, Hillsborough County, Kansas City, Peoria, and many other government agencies and LiGO® technology at City of Boise, City of Vancouver, City of Renton, Sound Transit in Seattle, Nashville Metro, Canyon County and others. Product Delivery Team MarshallGIS has a highly qualified team available to deploy and maintain LiGO® for the City. Our team has experts with 16 to 25 years, each, of experience in the geospatial industry. We are experts at developing successful implementations for large organizations across the US, like City of Virginia Beach, Norfolk, Seattle, Las Vegas, Hillsborough County, Kansas City, Peoria, and many other government agencies. • Rhett Harman, GISP, Project Manager will be responsible for ensuring that the deliverable specifications and schedules are achieved and will act as primary contact for the City. Rhett has managed and implemented GPS tracking deployments for multiple customers, has been with the company over 16 years, and expert in asset management and geospatial systems. • Elizabeth Marshall, Project Officer and Business Analyst is MarshallGIS’ founder and CEO. 10Her 30 years’ experience includes assessing and developing enterprise integration strategies across the US. She will work closely with Rhett to provide project oversight and business process review. DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Services Agreement 8298 GPS Vehicle Trackiing System Page 22 of 31 • Jay Florey, LiGO® Developer manages LiGO® custom reporting and integration development with GIS and other business systems and has over 15 years’ experience developing and implementing geospatial applications. This MarshallGIS team has been providing geospatial installation and training services, as a team, for over 15 years. From our experience, a successful deployment and utilization of a system requires administrative training and end user involvement. We have the experience to ensure success with both of these. MarshallGIS proposes a rapid deployment of LiGO® by City work groups so that each group is made fully operational and training and configuration is optimized for their business work flows. MarshallGIS employs a standard deployment approach for each LiGO® deployment. Once a contract is signed each project begins with a Project Kick off meeting to review the scope of work and finalize the project plan along with understanding of communications and responsibilities. SECTION 12 – SOFTWARE MAINTENANCE, UPDATES & SUPPORT MarshallGIS provides quality service and support to our customers. We have been supporting commercial-off-the- shelf (COTS) software support for over 20 years. Customer support is the key to our company’s longevity in the GPS/GPS space. We provide service and support via three methodologies. First and foremost is via 1-800 telephone support. There is nothing like talking to a human located here in the United States. Secondly we support our customers via email, our technical support staff monitors our support email inbox and responds promptly. Support and Warranty Since LiGO® is a cloud-based solution, the City will always have an up to date and managed solution. The City will also benefit from enhancements and improvements of the technology over time. The GPS hardware devices are under warranty for a minimum of one year, which means MarshallGIS will replace the units if they stop working. There are no extra costs for upgrades to software or hardware under this agreement. MarshallGIS provides hardware components as part of the LiGO® system. LiGO® telematics hardware have a limited one year warranty following the date of shipment of product. LiGO® telematics hardware will be replaced at no cost during the first year provided hardware does not need to be replaced due to incorrect (i) storage; (ii) installation; (iii) use; (iv) maintenance; (v) service; or (vi) repair by Subscriber; or due to any form of alteration, misuse, neglect, abuse, or accident affecting the hardware. After the first year GPS hardware will be replaced, if not damaged due to the reasons City in this clause 3.4, at MarshallGIS cost plus shipping and handling. Lastly we provide an online support page with a Forum, knowledge base, FAQ, etc. The support page provides free training videos, user documentation, information on upgrades and a host of other information. MarshallGIS hosts and manages the LiGO® solution in the cloud, where users can access the application(s) over the web at any time, from anywhere — all for a fixed per-connected device monthly subscription fee. DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Services Agreement 8298 GPS Vehicle Trackiing System Page 23 of 31 MarshallGIS manages all the technical issues associated with maintaining, upgrading, updating and supporting the system MarshallGIS has dedicated staff to supporting our customers. Customers can reach our technical support via a variety of methods, including email (support@marshallgis.com), toll free number, webinar, and instant messaging. MarshallGIS guarantees 24/7 system availability, as per our PaaS service agreement. Since the solution is a cloud-based solution we manage the application at our office and ensure it is running. We have redundancy and backup systems in place to ensure maximum up time. MarshallGIS can also provide the City with one extra GPS device unit for type (ODBII, JBUS, Wired unit) as backups so that they can easily be hot-swappable if a unit fails or needs repair. The City can then ship the failed device to MarshallGIS and that unit will be replaced. DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Services Agreement 8298 GPS Vehicle Trackiing System Page 24 of 31 APPENDICES Proposed CalAmp Telematics Hardware Specifications DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Services Agreement 8298 GPS Vehicle Trackiing System Page 25 of 31 3030 DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Services Agreement 8298 GPS Vehicle Trackiing System Page 26 of 31 DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Services Agreement 8298 GPS Vehicle Trackiing System Page 27 of 31 DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Services Agreement 8298 GPS Vehicle Trackiing System Page 28 of 31 EXHIBIT B COMPENSATION MarshallGIS uses a Platform-as-a-Service (PaaS) subscription pricing model for LiGO® . The quoted subscription service rate assumes the City will contract with MarshallGIS for a one year term. LiGO® is cloud-based and available any time on-demand. MarshallGIS manages all the technical issues associated with maintaining, upgrading, and supporting the system. DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Services Agreement 8298 GPS Vehicle Trackiing System Page 29 of 31 DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Services Agreement 8298 GPS Vehicle Trackiing System Page 30 of 31 EXHIBIT C INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Services Agreement 8298 GPS Vehicle Trackiing System Page 31 of 31 EXHIBIT D CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Service Provider shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City, or the City so requests for any reason, the Service Provider shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City’s remedies at law for a breach of the Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Master License Agreement This Master License Agreement (hereinafter referred to as “Agreement”) is between you (“Licensee”) and Marshall and Associates, Inc., dba MarshallGIS, with its principal place of business at 2915 N. Cole Rd., Boise ID, 83704 USA, (hereinafter referred to as “MarshallGIS”). The Agreement includes and incorporates by reference (i) this signature page, (ii) Exhibit A: General License Terms and Conditions, (iii) Exhibit B: Software Scope of Use, and (iv) the accepted Software quote and related purchase orders. The parties acknowledge that they have read and understood this Agreement and agree to be bound by the terms and conditions. Licensee may only use the type and number of copies or seats of the Software and Documentation for which the appropriate license fees have been paid to MarshallGIS and in accordance with the licensed configuration on file with MarshallGIS Customer Support. Any modification(s) or amendment(s) to this Agreement must be in writing and signed by an authorized representative of each party. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and effective as of the last date written below. MARSHALL AND ASSOCIATES, INC. (MarshallGIS) (Licensee) By: By: Authorized Signature Authorized Signature Printed Name: Elizabeth Marshall Printed Name: Title: CEO Title: Date: 9/12/16 Date: Licensee Contact Information Contact: Telephone: Address: Fax: Email: City: State: Zip: MarshallGIS 1 of 14 Master License Agreement Nick Jovene City of Fort Collins PO Box 580 300 Laport Ave Bldg B Fort Collins CO 80522 970-21-6533 njovene@fcgov.com DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Gerry Paul 10/21/2016 Director of Purchasing City of Fort Collins Exhibit A of Master License Agreement General License Terms and Conditions ARTICLE 1 – DEFINITIONS As used herein, the following words, phrases, or terms in this Agreement shall have the following meanings: a) Authorized Users: those employees, agents and independent contractors of the Licensee who are authorized by the Licensee to use the Software, Services and the Documentation. b) Business Day: any day which is not a Saturday, Sunday or public holiday in the US. c) Change of Control: the direct or indirect acquisition of either the majority of the voting stock, or of all, or substantially all, of the assets, of a party by another entity in a single transaction or a series of transactions. d) Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information. e) Licensee Data: the data collected by the Vehicle Feeds, Licensee, Authorized Users, or MarshallGIS on the Licensee’s behalf for the purpose of using the Services or facilitating the Licensee’s use of the Services. f) Normal Business Hours: [8.00 am to 6.00 pm] Mountain time, each Business Day. g) Subscription Term: defined in the Software Maintenance Agreement. h) Software: means the actual copy of all or any portion of MarshallGIS proprietary software as shown in Exhibit B, and all associated computer software code, components, dynamic link libraries (DLLs), and programs delivered on any media, including, but not limited to, online applications provided as part of the Services, virtual appliance, Platform as a Service, alpha, beta, prerelease, restricted version(s), or final commercial release provided in source, object, or executable code format(s), inclusive of backups, updates, or merged copies permitted hereunder or subsequently supplied under this Agreement. i) Services: the web or platform as a service (PaaS) services provided by MarshallGIS to the Licensee under this Agreement via www.marshallgis.com or any website notified to the Licensee by MarshallGIS from time to time as more particularly described in the Documentation. No website terms are incorporated into this Agreement. j) Documentation: means all of the printed and digital materials including, but not limited to, user documentation, training documentation, or technical information and briefings supplied under this Agreement or online via www.marshallgis.com or customer support portal or any other website notified to the Licensee from time to time. No website terms are incorporated into this agreement. k) Software Maintenance and Services Delivery Agreement: means the agreement that defines the software maintenance and services delivery terms and payment for software and services licensed under this Agreement. l) Standard Support and Maintenance Program: means the MarshallGIS maintenance program for providing support in relation to the Services and Software as made available at www.marshallgis.com or such other website address as may be notified to the Licensee from time to time. No website terms are incorporated into this agreement. ARTICLE 2 – INTELLECTUAL PROPERTY OWNERSHIP AND RESERVATION OF RIGHTS The Software and Documentation are owned by MarshallGIS and/or its licensor(s) and are protected by United States laws and applicable international laws, treaties, and conventions regarding intellectual property or proprietary rights. MarshallGIS and/or its licensor(s) retain all rights, title, and ownership not granted herein to all copies of the Software and Documentation licensed under this Agreement. To the extent that any MarshallGIS 2 of 14 MLA Exhibit A DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 modifications are allowed under this Agreement to the Software and Documentation, such modifications shall not vest any rights, title, or interest in the Software and Documentation, including without limitation any right, title or interest by implication or estoppel. From the date of receipt, Licensee agrees to use reasonable effort to protect the Software and Documentation from unauthorized use, reproductions, distribution, or publication. ARTICLE 3 – GRANT OF LICENSE 3.1 License In consideration of the mutual promises and covenants provided herein and for other good and valuable consideration, and conditioned upon compliance with all of the terms and conditions set forth in the Agreement, MarshallGIS grants to Licensee a personal, nonexclusive, nontransferable license as described further in Exhibit B Software License Type and Scope of Use. In addition to Licensee a personal nonexclusive, nontransferable license to access and use any secure MarshallGIS Web site resources made available to Licensee for Licensee’s internal use only, provided that Licensee follows MarshallGIS’ terms of use policy specified therein. All password or controlled access information provided by MarshallGIS or its authorized distributor shall be treated as MarshallGIS Confidential Information. 3.2 Beta License In the event MarshallGIS accepts Licensee into its current Beta Testing program, Licensee may be provided copies of alpha, beta, and/or prerelease (hereinafter collectively referred to as “Beta”) Software for the limited purpose of testing the Beta Software in accordance with the Beta testing policies then in effect. Licensee agrees that the terms and conditions of a separate Beta Software Licensing Agreement shall, with addition to the terms and conditions of this Article 3.2 only, supersede the terms and condition of this Agreement for use of the Beta Software. Beta Software and Documentation delivered are confidential and proprietary to MarshallGIS and contain trade secrets, inclusive of unpublished specifications. In consideration of the rights granted herein, Licensee agrees to retain all Beta Software and Documentation provided to Licensee in confidence. Licensee shall maintain all results of testing in confidence and agrees, unless required by law, to not to disclose to any third party details pertaining to the Beta Software, Documentation, test results, or errors encountered. MarshallGIS reserves the right to determine which Beta Software and Documentation for subsequent interim beta release(s) or patch(es) will be made available to Licensee to test during the term of the Agreement. Beta Software is subject to change prior to its commercial release and may never be commercially released. Licensee is advised that such Software is not suitable or licensed for full use and accepts all responsibility for use of the same and any results generated. 3.3 Evaluation License MarshallGIS may from time to time extend a limited term evaluation license(s) under the terms of this Agreement, for the duration authorized in any supporting documentation supplied by MarshallGIS. Any evaluation license subsequently converted to a full use license is also subject to the terms of this Agreement. 3.4 Consultant Access Licensee may provide access to the Software or Documentation to any consultant or contractor of Licensee, provided that the consultant or contractor is using the Software or Documentation exclusively for the benefit of Licensee. Licensee shall be responsible for compliance by consultants or contractors with the terms and conditions of this Agreement and that, to the extent permitted by law, the consultant or contractor had entered into a Non-Disclosure Agreement with Licensee so as to protect the Confidential Information of MarshallGIS. MarshallGIS 3 of 14 MLA Exhibit A DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 ARTICLE 4 – SCOPE OF USE 4.1 Permitted Uses a) Licensee may (i) install and store server, single use and/or virtual appliance licensed software copies onto electronic storage device(s) and (ii) only use the Software and Documentation as described in Exhibit B set forth herein and in accordance with the licensed configuration on file with MarshallGIS Customer Support or MarshallGIS authorized distributors. b) Licensee may make one (1) copy of the server, single use and/or virtual appliance licensed Software and Documentation for archival purposes during the term of this Agreement and Licensee may make routine computer backups of this licensed Software and implement a redundant installation for failover operations during the period the primary site is not operational. The redundant installation shall remain dormant except for system maintenance and updating of databases while the primary site is operational. c) Licensee may customize the Services or Software using any MarshallGIS approved customization tools, which may include a (i) macro or scripting language, (ii) open application programming interface (API), or (iii) source or object code libraries. Such modification shall be referred to as “Customized Solution.” Licensee hereby grants MarshallGIS a non-exclusive, royalty-free, fully paid-up, worldwide, perpetual license to: (i) reproduce, prepare derivative works based on, and distribute all or part of any Customized Solution; and (ii) make, have made, use, offer to sell, sell, license or import any products (including software or services) under any intellectual property rights owned or licensed by Licensee which relate to all or part of any modification or methods or concepts embodied in or implemented through the execution of any Customized Solution. Licensee shall provide MarshallGIS with copies of the Customized Solution in source code form at the address supplied with the Licensed Software. d) Licensee may use, copy, or prepare derivative works of the Documentation supplied in digital format and thereafter reproduce, display, and redistribute the customized documentation only for the Licensee’s own internal use. The portion(s) of the Documentation supplied in digital format merged with other software and printed or digital documentation shall continue to be subject to the terms and conditions of this Agreement and shall provide the following copyright attribution notice acknowledging the proprietary rights of MarshallGIS and its licensor(s) in the Documentation supplied in digital format: “Portions of this document include intellectual property of Marshall and Associates, Inc., and its licensor(s) and are used herein under license. Copyright© 2016 MARSHALL AND ASSOCIATES, INC. ALL RIGHTS RESERVED.” e) The Licensee shall use reasonable efforts to prevent any unauthorized access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify MarshallGIS. 4.2 Uses Not Permitted a) Licensee shall not sell; rent; lease; sublicense; lend; assign; time-share; or act as a service bureau or Application Service Provider (ASP) that allows third party access to the Services, Software and Documentation except as provided herein; or transfer, in whole or in part, access to prior or present versions of the Services, Software or Documentation, any updates, or Licensee’s rights under this Agreement. b) Licensee shall not redistribute the Software developer license authorization file(s). MarshallGIS 4 of 14 MLA Exhibit A DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 c) Licensee shall not redistribute the Services or Software, in whole or in part, including, but not limited to, extensions, components, or DLLs without the prior written approval of MarshallGIS as set forth in an appropriate redistribution license agreement. d) Licensee shall not reverse engineer, decompile, disassemble, or otherwise reduce to human perceivable form all or any part of the Services, Software or Documentation, except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction in order to protect MarshallGIS and its licensor(s) trade secrets and Confidential Information contained in the Services, Software or Documentation. e) Licensee shall not make any attempt to circumvent the technological measure(s) (e.g., License Manager, etc.) that controls access to or use of the Services, Software or Documentation, except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction. f) Licensee shall not knowingly use the Software to transfer or exchange any material where such transfer or exchange is prohibited by copyright or any other law. g) Licensee shall not knowingly remove or obscure any MarshallGIS or its licensor(s) patent, copyright, trademark, or proprietary rights notices contained in or affixed to the Services, Software or Documentation. h) Other than during a reasonable transition time during an upgrade, Licensee shall not continue to use old versions of the Services, Software or Documentation in addition to the updated versions such that Licensee exceeds the quantity of licenses granted. i) Licensee shall not, except to the extent expressly permitted under this Agreement attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services, Software and/or Documentation (as applicable) in any form or media or by any means; or j) Licensee shall not access all or any part of the Software, Services and/or Documentation in order to build a product or service which competes with the Software, Services and/or the Documentation. ARTICLE 5 – SERVICES 5.2 Services Delivery a) MarshallGIS shall, during the Subscription Term, provide the Services and make available the Documentation to the Licensee on and subject to the terms of this Agreement. The Subscription Term is defined in the Software Maintenance Agreement. b) MarshallGIS may provide hardware components as part of the Services. GPS hardware will be replaced at no cost provided hardware does not need to be replaced due to incorrect (i) storage; (ii) installation; (iii) use; (iv) maintenance; (v) service; or (vi) repair by Licensee; or due to any form of alteration, misuse, neglect, abuse, or accident affecting the hardware. 5.3 Licensee Data a) The Licensee shall own all rights, title and interest in and to all of the Licensee Data however, MarshallGIS reserves the right to use and to allow third parties to use anonymous location, time, speed and other information obtained from Vehicles for traffic information, journey data analysis, mapping, fleet benchmarking or other related purposes. MarshallGIS 5 of 14 MLA Exhibit A DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 b) MarshallGIS shall follow its archiving procedures for Licensee Data as set out in its Back-Up Policy available on request, as such document may be amended by MarshallGIS in its sole discretion from time to time. In the event of any loss or damage to Licensee Dataif the loss or damage is a result of a default in the terms of this Agreement, the remedy shall be as set forth in the Services Agreement, Paragraph 13. If not a result of a default, the Licensee's remedies shall be either for MarshallGIS to use reasonable commercial endeavors to restore the lost or damaged Licensee Data from the latest back-up of such Licensee Data maintained by MarshallGIS in accordance with the archiving procedure described in its Back-Up Policy, or for any other remedy at law or equity. Except as otherwise provided for under this Agreement, MarshallGIS shall not be responsible for any loss, destruction, alteration or disclosure of Licensee Data caused by any third party (except those third parties sub-contracted by MarshallGIS to perform services related to Licensee Data maintenance and back-up). 5.4 MarshallGIS' Obligations a) MarshallGIS undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care. b) The undertaking at clause 5.4 (a) shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to MarshallGIS' instructions, or modification or alteration of the Services by any party other than MarshallGIS or MarshallGIS' duly authorized contractors or agents. If the Services do not conform to the foregoing undertaking, MarshallGIS will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide the Licensee with an alternative means of accomplishing the desired performance. Subject to other provisions of this Agreement, such correction or substitution constitutes the Licensee's sole and exclusive remedy for any breach of the undertaking set out in clause 5.4. Notwithstanding the foregoing, and subject to other provisions of this Agreement, MarshallGIS: i. does not warrant that the Licensee's use of the Services will be uninterrupted or error-free; nor that the Services, Software, Documentation and/or the information obtained by the Licensee through the Services will meet the Licensee's requirements; and ii. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Licensee acknowledges that the Services, Software, and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities. c) This Agreement shall not prevent MarshallGIS from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement. d) MarshallGIS warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Agreement. 5.5 Licensee’s Obligations The Licensee shall: a) Reasonably provide MarshallGIS with: (i) all necessary co-operation in relation to this Agreement; and MarshallGIS 6 of 14 MLA Exhibit A DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 (ii) all necessary access to such information as may be required by MarshallGIS in order to render the Services, including but not limited to Licensee Data, security access information and configuration services; b) comply with all applicable laws and regulations with respect to its activities under this Agreement; c) carry out all other Licensee responsibilities set out in this agreement in a reasonably timely and efficient manner. In the event of any delays in the Licensee's provision of such assistance as agreed by the parties, MarshallGIS may adjust any agreed timetable or delivery schedule as reasonably necessary; d) make reasonable efforts to ensure that the Authorized Users use the Services, software and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorized User’s breach of this Agreement; e) obtain and shall maintain all necessary licenses, consents, and permissions necessary for MarshallGIS, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services; f) make reasonable efforts to ensure that its network and systems comply with the relevant specifications provided by MarshallGIS from time to time; and g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to MarshallGIS’ data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Licensee's network connections or telecommunications links or caused by the internet. 5.6 License, Risk of Loss, and Title Interests MarshallGIS grants the Licensee a limited, non-transferable license to use GPS tracking unit provided to it by MarshallGIS for the purposes of the Agreement and for the Subscription Term. The Licensee assumes the risk of any loss, fire, damage, and theft of GPS tracking unit after delivery to the Licensee. ARTICLE 6 – MAINTENANCE Maintenance consists of Services, Software and Documentation updates and access to technical support and other benefits specified in the most current applicable MarshallGIS master Software Maintenance and Services Delivery Agreement then in force between MarshallGIS and Licensee. ARTICLE 7 – TERM AND TERMINATION a) The license granted to Licensee by this Agreement shall commence upon the acceptance of this Agreement. b) Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other in accordance with the terms of the Services Agreement: c) On termination of this Agreement for any reason: i. all licenses granted under this Agreement shall immediately terminate; ii. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; iii. MarshallGIS may destroy or otherwise dispose of any of the Subscriber Data in its possession unless MarshallGIS receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Subscriber of the then most recent back-up of the Licensee Data. MarshallGIS shall use reasonable commercial endeavors to deliver the back-up to the MarshallGIS 7 of 14 MLA Exhibit A DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Licensee within 30 days of its receipt of such a written request, provided that the Licensee has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). and iv. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced. ARTICLE 8 – LIMITED WARRANTIES AND DISCLAIMERS 8.1 Limited Warranties Subject to any other warranty or guarantee provided in the Services Agreement and incorporated exhibits, for a period of ninety (90) days from the later of the date of keycode issuance or delivery of the Services, Software and Documentation to Licensee, MarshallGIS represents and warrants that (i) the unmodified Services or Software will substantially conform to the published Documentation given a MarshallGIS approved environment for the Services or Software described in Exhibit B and (ii) the media upon which the Services, Software and Documentation is provided will be free from defects in materials and workmanship under normal use and service. 8.2 General Disclaimer EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, and subject to any other warranty or guarantee provided in the Services Agreement and incorporated exhibits, MARSHALLGIS DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS, CONDITIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES FOR NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ANY AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. MARSHALLGIS’ SUPPLIERS AND LICENSORS DO NOT MAKE OR PASS ON TO YOU OR ANY THIRD PARTY ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTY OR REPRESENTATION, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES FOR NONINFRINGEMENT. MARSHALLGIS DOES NOT WARRANT THAT THE SOFTWARE OR DOCUMENTATION WILL MEET LICENSEE’S NEEDS, OR THAT LICENSEE’S OPERATION OF THE SAME WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL NONCOMFORMITIES CAN OR WILL BE CORRECTED. 8.3 Exclusive Remedy Licensee’s exclusive remedy and MarshallGIS’ entire liability for breach of the limited warranties set forth in this Article 8 shall be limited, to (i) replacement of any defective media; (ii) repair, correction, or a work-around for the Services or Software subject to the MarshallGIS Customer Standard Support and Maintenance Program; (iii) the payment by MarshallGIS the equivalent of payments received by MarshallGIS for periods affected by the breach of limited warranties or (iv) return of the license fees paid by Licensee for the Services, Software or Documentation that does not meet MarshallGIS’ Limited Warranty, provided that Licensee uninstalls, removes, and destroys all copies of installed Software or Documentation, or removes access to hosted services, and executes and delivers to MarshallGIS or its distributor a Certification of Uninstallation and Destruction in a form acceptable to MarshallGIS. In no event shall Licensee’s remedy include a refund, credit or discount for any implementation fees paid by Licensee that are not actual license fees paid to MarshallGIS. By way of example, such implementation fees include fees for any implementation services, including without limitation, any fees associated with installing, training travel or otherwise preparing the Services, Software or Documentation for use by the Licensee. MarshallGIS 8 of 14 MLA Exhibit A DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 ARTICLE 9 – LIMITATION OF LIABILITY 9.1 Disclaimer of Certain Types of Liability Subject to paragraph 13, in the Services Agreement, in no event shall MarshallGIS or its licensor(s) be liable to Licensee for costs of procurement of substitute goods or services; lost profits; lost sales or business expenditures; investments; or commitments in connection with any business, loss of any goodwill, or for any indirect, special, incidental, or consequential damages arising out of or related to this Agreement or use of the Services, Software or Documentation, however caused, on any theory of liability, and whether or not MarshallGIS or its licensor(s) has been advised of the possibility of such damage. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. 9.2 General Limitation of Liability IN NO EVENT WILL MARSHALLGIS’ TOTAL CUMULATIVE LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISPREPRESENTATION, OR OTHERWISE, EXCEED THE AMOUNTS PAID TO MARSHALLGIS BY LICENSEE FOR SERVICES, SOFTWARE AND DOCUMENTATION DURING THE 48 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ROSE. 9.3 Applicability of Disclaimers and Limitations Licensee agrees that the limitations of liability and disclaimers set forth in this Agreement will apply regardless of whether Licensee has accepted the Services, Software or Documentation or any other product or service delivered by MarshallGIS. The parties agree that MarshallGIS has set its prices and entered into this Agreement in reliance upon the disclaimers and limitations set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties. 9.4 Applicability of Disclaimers and Limitations SUBSCRIBER EXPRESSLY UNDERSTANDS AND AGREES THAT IT HAS NO CONTRACTUAL RELATIONSHIP WHATSOEVER WITH THE UNDERLYING WIRELESS SERVICE PROVIDER OR ITS AFFILIATES OR CONTRACTORS AND THAT SUBSCRIBER IS NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN MARSHALLGIS AND THE UNDERLYING CARRIER. IN ADDITION, SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE UNDERLYING CARRIER AND ITS AFFILIATES AND CONTRACTORS SHALL HAVE NO LEGAL, EQUITABLE, OR OTHER LIABILITY OF ANY KIND TO SUBSCRIBER AND SUBSCRIBER HEREBY WAIVES ANY AND ALL CLAIMS OR DEMANDS THEREFOR. ARTICLE 10 – INFRINGEMENT INDEMNITY 10.1 MarshallGIS shall defend, indemnify, and hold harmless Licensee from and against any loss, liability, cost, or expense including reasonable attorneys’ fees, which may be incurred by Licensee against any claims, actions, or demands by a third party alleging that the Services, Software or Documentation infringes a U.S. patent, copyright, or trademark provided: a) Licensee promptly notifies MarshallGIS in writing of the claims, actions, or demands thereof; b) MarshallGIS, in consultation with the Licensee’s Attorney’s Office has shall provide defense of any claims, actions, or demands and negotiations related to the defense, or settlement of claims, actions, or demands, including the right to select counsel; c) Licensee uses reasonable efforts to cooperate fully in the investigation and defense of the claims, actions or demands; and MarshallGIS 9 of 14 MLA Exhibit A DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 d) Licensee does not enter any settlement or agreement with any person or party who is in any manner related to such claims, actions, or demands without the prior written consent of MarshallGIS. 10.2 If MarshallGIS believes that the Services, Software or Documentation is or will become the subject of an infringement claim, or in the event that use of the Services, Software or Documentation is enjoined, MarshallGIS, at its own expense, may in its sole discretion either (i) obtain the right for Licensee to continue using the Services, Software or Documentation or (ii) modify the Services, Software or Documentation to make it non-infringing while maintaining substantially similar software functionality or data/informational content. If neither of such alternatives is commercially practical, the infringing items shall be returned to MarshallGIS, or access to MarshallGIS hosted Services or Software will be removed from Licensee’s users, and MarshallGIS’ sole liability shall be to refund license fees paid by Licensee prorated on a twenty percent (20%) per year straight line depreciation basis over a five (5) year period from the date of delivery. 10.3 MarshallGIS shall have no obligation hereunder to defend Licensee or to pay any resulting costs, damages, or reasonable attorneys’ fees for or with respect to any claims, actions, or demands alleging (i) infringement that arises by reason of combination of non-infringing items, however acquired, with any items not supplied by MarshallGIS; (ii) infringement to the extent arising from material alteration of the Services, Software or Documentation by anyone other than MarshallGIS, its agents, or its contractors; (iii) the direct or contributory infringement of any process patent by Licensee through the use of the Services, Software or Documentation other than a process patent that is necessarily infringed by the internal processes executed within the Software itself when the Software is executed for its intended purpose; or (iv) continued allegedly infringing activity by Licensee after it has been notified of the possible infringement. 10.4 SUBJECT TO THE TERMS OF THE SERVICES AGREEMENT, THE FOREGOING IN THIS ARTICLE 10 STATES THE ENTIRE OBLIGATION OF MarshallGIS WITH RESPECT TO INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. ARTICLE 11 – CONFIDENTIAL INFORMATION 11.1 During the term of this Agreement and from then on, each party, to the extent permitted by law, will hold in strictest reasonable confidence, and not knowingly directly or indirectly use, disclose, transfer, sell, license, publish, reproduce or otherwise reveal, any Confidential Information without the other party’s written permission. Any Confidential Information acquired by either party is and remains the property of the other party. Each party will use reasonable efforts to secure and protect the other’s Confidential Information in a manner sufficient to prevent such disclosure and will take appropriate action by instruction or agreement with its employees or other agents who are permitted access to the Confidential Information to satisfy its obligations under this Article 11. For purposes of this Agreement, “Confidential Information” includes information of any kind whatsoever that either party may reasonably regard as confidential information, including without limitation trade secrets, technical, business, marketing, and financial information however embodied. The Confidential Information of MarshallGIS shall include all aspects of the Software or Documentation as well as any other materials developed for and/or delivered to Licensee by MarshallGIS pursuant to this Agreement. 11.2 Information that: (i) is or becomes publicly available through no act or omission of the party receiving the information ("Receiving Party"); (ii) is rightfully received by the Receiving Party from a third party without restriction on disclosure; (iii) is independently developed by the Receiving Party without reference to, or use of, the information; (iv) is previously rightfully known to the Receiving Party, or (v) is disclosed pursuant to law or in response to an order of a court of competent jurisdiction or government authority, for purposes of this Agreement, shall not be considered Confidential Information. MarshallGIS 10 of 14 MLA Exhibit A DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 ARTICLE 12 - GENERAL PROVISIONS 12.1 Export Control Regulations Licensee expressly acknowledges and agrees that Licensee shall not export, re-export, or provide access to, or provide the Software or Documentation, in whole or in part, to (i) any country in which the United States has embargoed goods; (ii) any person on the U.S. Treasury Department’s list of Specially Designated Nationals; (iii) any person or entity on the U.S. Commerce Department’s Table of Denial Orders; or (iv) any person or entity where such export, re-export, or provision violates any U.S. export control law or regulation. Licensee shall not export the Software and/or Documentation or any underlying information or technology to any facility in violation of these or other applicable laws and regulations. Licensee represents and warrants that it is not a national, resident, located in or under the control of, or acting on behalf of any person, entity, or country subject to such U.S. export controls. 12.2 Taxes and Fees, Shipping Charges License fees quoted to Licensee are exclusive of any and all taxes or fees including, but not limited to, sales tax, use tax, value-added tax (VAT), customs, duties, or tariffs, and shipping and handling charges. 12.3 No Implied Waivers The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision. 12.4 Severability The parties mutually agree that if any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make the intent of the language enforceable. 12.5 Assignment a) Licensee shall not, without the prior written consent of MARSHALLGIS, assign, transfer, charge, sub- contract or deal in any other manner with all or any of its rights or obligations under this Agreement. b) MARSHALLGIS may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. 12.6 Survival of Terms The provisions of Articles 7, 8, 9, 10, and 11 of this Agreement shall survive the expiration or termination of this Agreement for any reason. 12.7 Equitable Relief Each party agrees that any breach of this Agreement by the other party may cause irreparable harm and that, in the event of such breach, in addition to any and all remedies at law, the non-breaching party shall have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction to prevent violation of these terms and without the requirement of posting a bond or undertaking or proving injury as a condition of relief. 12.8 Commercial Terms and Conditions This Agreement contains MarshallGIS’ commercial terms and conditions. Licensee’s rights in the Services, Software and Documentation are strictly limited to the uses granted by this Agreement pursuant to FAR 12.211, FAR 12.212, and DFARS 227.7202. In the event any court, arbitrator, or board holds that the U.S. Government has greater rights to any portion of the Services, Software or Documentation, such rights shall extend only to the portion(s) affected and use, duplication, or disclosure by the U. S. Government is subject to restrictions as MarshallGIS 11 of 14 MLA Exhibit A DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 provided in FAR 52.227-19 (June 1987), FAR 52.227-14 (ALT III) (June 1987), DFARS 252.227-7015 (NOV 1995), or NFS 1852.227-86 (December 1987), as applicable. No other license terms or conditions shall apply unless expressly agreed in writing by MarshallGIS and Licensee. 12.9 Governing Law, Arbitration a) Licensees in the United States of America, Its Possessions, and Territories - This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without reference to conflict of laws principles. 12.10 Force Majeure MARSHALLGIS shall have no liability to the Licensee under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation, fire, flood provided that the Licensee is notified of such an event and its expected duration. 12.12 Attorney Fees If any proceeding is brought concerning anything about this Agreement, the prevailing party shall recover from the other all reasonable attorney fees and costs incurred in proceeding and in any appeal thereof, in addition to any other relief to which it may be entitled. MarshallGIS 12 of 14 MLA Exhibit A DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Exhibit B of Master License Agreement Software License Type and Scope of Use The following software products are licensed as part of the MarshallGIS Master License Agreement. The license type and scope of use for each MarshallGIS Software or Services product identified below is described in the associated applicable footnote listed below. ID Subject Product Name License Type ☐ KNXSW001 Server GeoKNX® Server a ☐ KNXSW002 Server GeoKNX® Server - GIS only a ☐ KNXSW010 Mobile GeoKNX® Mobile b ☐ KNXSW011 Mobile GeoKNX® Mobile (OEM) b ☐ KNXSW012 Mobile GeoKNX® Mobile (OEM GDB) b ☐ KNXSW013 Mobile GeoKNX® Mobile - GIS only b ☐ KNXSW014 Mobile GeoKNX® Mobile (OEM) - GIS only b ☐ KNXSW015 Mobile GeoKNX® Mobile (OEM GDB) - GIS only b ☐ KNXSW030 Spatial Administrator GeoKNX® Spatial Administrator b ☐ KNXSW040 Sync GeoKNX® Sync b ☐ GRSW072 Toolbox GeoKNX® Toolbox b ☐ GRSW073 AddressLink GeoKNX® AddressLink b x LiGO-001 PaaS Services LiGO® c ☐ LiGOV-001 Virtual Appliance PaaS Services LiGO®-V d ☐ LiGOA-001 Web Services LiGO®-Access a a Licensed as a “server license” for each server. “Server license” means a license for the server Software that resides on a per computer server basis and provides services to multiple users in a global client /server distributed computing environment. Licensee is authorized to use the number of server licenses paid for under the recurring Software Maintenance and Services Delivery Agreement. b Licensed as a “single use license” for each end user that will use the Software or Documentation. “Single use license” means a license must be dedicated for each computer or network access point that has user rights for the Software or Documentation. Licensee is authorized is to the number of single use licenses paid for under the recurring Software Maintenance and Services Delivery Agreement. c Licensed as a “platform as a service license” or PaaS license for each server. “PaaS license” means a license to use the hosted Services and Documentation, data, connected telematics devices with data connectivity. Licensee is authorized to use the PaaS license for the number of connected devices that are paid for under the recurring Software Maintenance and Services Delivery Agreement. Licensee is authorized to have a limited number of users of the web and mobile applications that are part of the PaaS. The authorized number of web and mobile application users is up to one-half (1/2) of the number of connected devices. MarshallGIS 13 of 14 MLA Exhibit B DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 d Licensed as a “virtual appliance license” for each server. “Virtual appliance license” means a license to use the virtual appliance on the licensee’s server on a per computer basis and provides services to multiple users in a global client/server distributed computing environment. Licensee has a license to use the virtual appliance Services and Documentation, data, connected telematics devices with data connectivity. Licensee is authorized to use the virtual appliance license for the number of connected devices that are paid for under the recurring Software Maintenance and Services Delivery Agreement and for the number of server licenses paid for. Licensee is authorized to have an unlimited number of users of the web and mobile applications that access the virtual appliance. MarshallGIS 14 of 14 MLA Exhibit B DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 Software Maintenance and Services Delivery Agreement 2915 N. Cole Rd., Boise, ID 83704 – TEL 208.514.0411 This Software Maintenance and Services Delivery Agreement (hereinafter referred to as Agreement) is made by and between the licensee printed below (hereinafter referred to as “Licensee”), and Marshall and Associates, Inc., dba MarshallGIS, (hereinafter referred to as "MarshallGIS"). DEFINITIONS: “Software” means all or any portion of MarshallGIS proprietary software or services technology accessed or downloaded from a MarshallGIS-authorized website or delivered on any media in any format including backups, updates, service packs, patches, hot fixes or permitted merged copies. “Services” means all or any portion of MarshallGIS Web Services, Platform as a Service Services, and/or Services delivery via virtual appliance. ARTICLE 1---TERM AND FEE The initial term of this Agreement will begin on receipt of order (renewal date) and will continue for twelve (12) consecutive months, unless terminated pursuant to the Agreement, at the fee(s) noted in the MarshallGIS Quote. Services delivery and/or annual software maintenance will renew if agreed to by both parties for additional one year periods, not to exceed four additional one year periods. Price will be negotiated upon by both parties. Payment is due annually in advance. Licensee agrees to pay MarshallGIS invoices before renewal date. All fees are nonrefundable. ARTICLE 2—SOFTWARE MAINTENANCE AND SERVICES DELIVERY UPDATES Terms on the MarshallGIS website are not incorporated into this Agreement. As discussed further on the MarshallGIS website named below, MarshallGIS provides technical support in response to specific inquiries as well as service delivery and software maintenance by way of patches, updates, and upgrades as applicable. Maintenance and service delivery is composed of technical support, updates, and other benefits. MarshallGIS will support/maintain the Software and Services delivery for a period of twelve (12) months. Software maintenance and Services delivery will apply only to unmodified Services and Software and commercially released updated versions of the Software and Services. Software and Services updates are provided only for standard hardware platforms and operating systems supported by MarshallGIS as described in the Software and Services documentation. Licensee is responsible for making or arranging for updates to interfaces for nonstandard devices or custom applications. MarshallGIS services and software maintenance will be provided in compliance with the Services Agreement and Statement of Work. MarshallGIS supports users with the installation and maintenance of MarshallGIS Software, use of MarshallGIS Services, assistance in solving problems arising from the use of the Software and/or Services, approved hardware interfacing of peripheral devices, and logging of enhancement requests and problems or issues submitted by the user. Licensee may contact Customer Support at: E-mail: support@marshallgis.com Phone: 208-514-0411 Toll-Free Phone: 1-877-348-3601 Support Web Forum: www.marshallgis.com ARTICLE 3—TERMINATION This Agreement may be terminated as set forth in the Services Agreement. ARTICLE 4—LIMITATION OF LIABILITY AND REMEDIES MarshallGIS will use commercially reasonable efforts to provide corrections or workaround solutions for any problem or issue reported and determined to be in the Software, Services or the documentation at no cost to Licensee for the term of this Agreement. While it is MarshallGIS' goal to provide an acceptable resolution for incoming problems/issues and incidents, MarshallGIS cannot predict a resolution time and is unable to guarantee that all problems or issues can be resolved or addressed. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTY, and subject to all warrantees and guarantees provided in the Services Agreement and all exhibits, MARSHALLGIS DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINTERFERENCE, SYSTEM INTEGRATION, AND The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) JECT LOC POLICY PRO- GEN'L AGGREGATE LIMIT APPLIES PER: CLAIMS-MADE OCCUR COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $ DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ DED RETENTION $ CLAIMS-MADE OCCUR $ AGGREGATE $ UMBRELLA LIAB EACH OCCURRENCE $ EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS PER STATUTE OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. TechInsurance 1101 Central Expy. South, Suite 250 Allen, TX 75013 800-655-1714 (877) 826-9067 Marshall And Associates, Inc. 2915 N Cole Rd Boise, ID 83704 Hartford Fire Insurance Company 19682 Sentinel Insurance Company, Limited 11000 Hartford Casualty Insurance Company 29424 B 46SBAUM3933 ✔ Yes ✔ 1,000,000 10,000 4/17/2017 1,000,000 4/17/2016 1,000,000 2,000,000 2,000,000 B 1,000,000 ✔ ✔ Yes 46SBAUM3933 4/17/2016 4/17/2017 B ✔ ✔ Yes 10,000 46SBAUM3933 4/17/2016 4/17/2017 1,000,000 1,000,000 ✔ C Y 46WECAP1207 4/17/2016 4/17/2017 ✔ 1,000,000 1,000,000 1,000,000 A Professional Liability (Errors and Omissions) 46TE0289761 4/17/2016 4/17/2017 $1,000,000 / $1,000,000 City of Fort Collins, its officers, agents and employees are named as Additional Insured as their interests may appear in regards to general liability and automobile liability and umbrella excess liability. Should any of the above described policies be cancelled before the expiration date, the issuing insurer will endeavor to mail 30 days written notice (10 days notice if due to non-payment) to the certificate holder named below, but failure to do so shall impose no obligation or liability of any kind upon the insurer, its agents or representatives. City of Fort Collins City's Director of Purchasing and Risk Management PO Box 580 Fort Collins, CO 80522 10/7/2016 ✔ 1695048 Marshall And Associates, Inc. Certificate of Insurance (page 1 of 1) 10/07/2016 02:44:42 PM DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 NONINFRINGEMENT. MARSHALLGIS DOES NOT WARRANT THAT THE SOFTWARE, SERVICES OR DOCUMENTATION WILL MEET LICENSEE'S NEEDS, OR THAT LICENSEE'S OPERATION OF THE SAME WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED. ARTICLE 5—LICENSE Maintenance, services delivery, and support are provided subject to the terms and conditions of the then-current Master License Agreement, Exhibit A General License Terms and Conditions and Exhibit B Software License Type and Scope of Use, available on MarshallGIS' website at www.marshallgis.com and included with a quote or with the deliverable Software and/or Services. Licensee may only use the type and number of copies of the Software, Services, Data, Web Services, and Documentation for which the appropriate license fees have been paid to MarshallGIS and in accordance with the Master License Agreement and Exhibits referenced above, and the licensed configuration on file with MarshallGIS Customer Support. Licensee may not assign the rights granted hereunder, or any of them, without the prior written consent of MarshallGIS. ARTICLE 6—APPLICABLE LAWS This Agreement is governed by and construed in accordance with the laws of the State of Colorado without reference to conflict of laws principles, except that US federal law shall govern in matters of intellectual property. The parties have agreed to these terms and have executed this Agreement on the date last signed below. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and effective as of the last date written below. (Licensee) By: Authorized Signature Printed Name: Title: Date: MARSHALL AND ASSOCIATES, INC., (DBA MARSHALLGIS) By: 9/12/16 Authorized Signature Date Printed Name: Elizabeth Marshall____________________________________________ Title: CEO________________________________________________________ Licensee Contact Information Contact: Address: City, State, ZIP: Telephone: Fax: E-mail: July 20, 2016 Page 1 of 1 Nick Jovene City of Fort Collins, PO Box 580 300 Laporte Ave, Bldg B Fort Collins, CO 80522 970-221-6533 njovene@fcgov.com DocuSign Envelope ID: 216AD3F5-0649-42C1-83E8-8138CA6297E1 City of Fort Collins Gerry Paul 10/21/2016 Director of Purchasing