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Home My Public Portal AboutPubWorks 7-11-17.pdfPUBWORKS LICENSE AGREEMENT FOR COMPUTER SOFTWARE & SERVICES Agreement made this 11th day of July 2017, between Tracker Software Corporation, Inc., doing business as PubWorks, a Colorado Corporation, with a place of business at PO Box 6502, Snowmass Village, CO 81615 ("TSC") and the City of Tybee Island, a political subdivision of the State of Georgia. In consideration of the terms and conditions set forth in this Agreement, the parties agree as follows: 1. Nature of Agreement The purpose of this Agreement is to specify the terms and conditions under which TSC shall provide a non-exclusive perpetual license for use of its computer software program (PubWorks) including installation, data conversion, training, and other services for Streets and Parks Department for the duration of this Agreement. 2. Scope of Services TSC shall provide its PubWorks application software and services for the City of Tybee Island Public Works Department, as outlined in its written quotation dated May 10, 2017 and incorporated herein by reference. 2.1 Software & Related Services This agreement includes the following software modules: PubWorks is sold as a perpetual site license exclusively for the City of Tybee Island, its divisions and employees, placing no limit on the number of clients or PCs on which the software is installed. Module Description* Quantity Price Total Asset Management / Job Costing Core (SQL) 1 $ 5,000 $ 5,000 Service Requests Module 1 $ 2,000 $ 2,000 GIS MapViewer** 1 $ 1,500 $ 1,500 Fleet Maintenance Module 1 $ 2,000 $ 2,000 PubWorks Mobile 1 $ 2,000 $ 2,000 Software Total $ 12,500 Data Conversion and Set-up (estimate) 12 hours $ 125/hour $ 1,500 Onsite User Training 3 days $ 975/day $ 2,925 GIS Data Conversion and Set-up Up to 10 layers $ 150/layer $1,500 Instructor Travel (estimate) $ 1,500 Implementation Subtotal $ 4,425 Total Program Cost $ 16,925 "The PubWorks MapViewer has been built using ESRI's ArcEngine. An ArcEngine license is required for each user if you do not already have an available SSRI license. PUBWORKS LICENSE AGREEMENT FOR COMPUTER SOFTWARE & SERVICES 2.2 Services This agreement includes installation, configuration, set-up and two (3) total days of onsite user training. 2.3 Software Support Software support is the correction of any "bug", or program error, which interferes with the correct running of the program. Software support assistance is available free of charge by phone, email, or Internet to help your program operator(s) handle those problems/issue for which they need assistance. Software support does not include new programming, restoration of data, additional onsite work, or hardware problems for which there would be a negotiated charge. Software support is available by phone, or via email during regular business hours — 8:00 a.m. to 5:00 p.m. - Monday through Friday, Eastern Time. Customer Support is provided by trained and experienced customer support representatives and/or system engineers. 2.4 Annual Software Maintenance and Support Ongoing customer support is provided free of charge for the first twelve months, and thereafter at a charge equal to 20% of the cost of software purchased. An active Support and Maintenance agreement entitles you to unlimited customer support, any program updates, new versions, and all enhancements at no additional charge. This annual fee may increase over time to reflect the increased cost of doing business as determined by the US BLS Consumer Price Index - U. If new modules are purchased during this agreement, the annual payment amount will increase by 20% of the cost of the new module. Based on the quote above, this comes to $3,080 annually. 3. Payment Upon acceptance of the software Customer will be invoiced a sum equal to 50% of the total project costs listed above. Upon completion of the installation and user training Customer will be invoiced for the remaining 50% plus any other agreed upon applicable charges including any additional instructor travel costs. Terms are net 15 days. 4. Initial Term and Renewal This Agreement shall take effect upon its execution by both Parties and shall remain in force with automatic annual renewals on the anniversary date of this agreement contingent on the Client's payment of the Annual Support and Maintenance fee. Non-payment of the Annual Support and Maintenance fees will give TSC the right to terminate its support services. The Client shall have the right, by providing written notice, to TSC to terminate and cancel this agreement, without cause, upon 30 days written notice. In such event, the Client shall not be liable to TSC except for work performed or fees earned prior to such notice. S. Miscellaneous (A) Unless otherwise agreed, the PubWorks software provided in this Agreement shall be licensed to the Client for use at any computer processing unit(s), via Microsoft Azure Cloud hosting, or within a network system at the Client offices. Client shall not reproduce, modify, sell or transfer any such licensed software without the prior written permission of TSC. TSC warrants that it is the owner or is otherwise duly authorized to license software identified in this Agreement. TSC warrants for the term of this Agreement that any software installed or developed by it pursuant to this Agreement shall be free of any known defects and any such PUBWORKS LICENSE AGREEMENT FOR COMPUTER SOFTWARE & SERVICES defects identified shall be promptly and corrected. (B) Additional services may be provided by TSC provided that the Client agrees in advance, in writing, to the terms and conditions upon which the services will be provided. (C) Program modifications, other than changes necessary to make the programs, software and installation operate in accordance with the expectations of the Client and the representations of TSC, may be provided by TSC and the charges will be at the standard hourly rate. Client shall not be liable for payment for any such additional services unless the Client has consented thereto in writing prior to the provision of such service. (D) TSC shall not assign, transfer, sell, release or otherwise disclose to any third party, or make use of the Client's data, records or other proprietary information that has been disclosed or made available to TSC in the course of performing its obligations under this agreement during the term of this agreement or at any time thereafter without the prior written consent of the Client thereto. 6. Governing Law This Agreement shall be interpreted under Georgia law. The parties agree that any dispute governing the terms hereof may be resolved through mediation or arbitration in accordance with Georgia law, if acceptable to both parties. If any litigation is instituted to resolve any such dispute, it shall be brought only in court with appropriate jurisdiction located in the State of Georgia. In any such action, the prevailing party shall be entitled to costs if the mediator, arbitrator or judge determines that there was not a good faith or reasonable basis for the other party's position. IN WITNESS WHEREOF, the parties have executed this agreement by their duly authorized officers, or agents, on the dates indicated below: Tracker Software Corporation Peter D. Anzalone, President Dated: City of Tybee Island DDIp Name & Title Dated: 10 1 vZ I I 1 CITY OF TYBEE ISLAND 403 Butler Ave PO Box 2749 Tybee Island, GA 31328-2749 Ph (912) 786-4573 FAX (912) 786-5832 Vendor#: ol-oloc97 IssuedtO: TRACKER SOFTWARE CORP. DBA PUBWORKS P 0 B 0 X 6 5 0 2 SNOWMASS VILLAGE, CO 81615 F.O.B. Point - Tybee Island, GA PURCHASE ORDER PO Number: 18-38875 This number must appear on all related correspondence, shipping papers and invoices. Date: 1 0 i 12 i 2 01 7 Requisition #: 1 8- 3 8 8 7 5 .SlllptO: CITY HALL 403 BUTLER AVENUE TYBEE ISLAND, GA 31328 1 0.00 Pubworks software for DP 100-1535-59-2500 Pubworks LPW management sofware package Purchase Order void after 90 days. Special Instructions: Author" ed by For the of Tvl I agree to provide the itemsiservices listed on this purchase order and accept the Purchase Order Terms and Conditions that accompany this form. Supplier Acknowledgement Date Terms - Net 30 days 0.00 16,925.00 16, 925. 00 Date