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13-212 Resolution No. 13-212 RESOLUTION AUTHORIZING EXECUTION OF AN IMPLEMENTATION SERVICES AGREEMENT WITH BASICGOV SYSTEMS, INC. FOR IMPLEMENTATION OF SOFTWARE FROM BASICGOV, MONEXA AND ASSETOPTICS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Sean R. Stegall, City Manager, be and is hereby authorized and directed to execute an Implementation Services Agreement on behalf of the City of Elgin with BasicGov Systems, Inc. for implementation of software from BasicGov, Monexa and AssetOptics, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: December 18, 2013 Adopted: December 18, 2013 Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk BASICGOV SYSTEMS INC.IMPLEMENTATION SERVICES AGREEMENT FOR THE CITY OF ELGIN This Implementation Services Agreement (this "Agreement"), is effective as of November 1, 2013 (the "Effective Date') is made by and between The CITY OF ELGIN, an Illinois municipal corporation (hereinafter referred to as ("CITY") and BASICGOV SYSTEMS INC., a British Columbia company, whose principal place of business is located at 609 West Hastings, Vancouver, British Columbia VPB4P7 ("CONTRACTOR" or "BasicGov"). CITY and CONTRACTOR are herein referred to individually as a"Party"and collectively as the"Parties". BACKGROUND A. WHEREAS the CITY has awarded the contract pursuant to RFP#13-011 to provide for extending the Salesforce.com platform utilized by the 311 CRM application previously implemented. The primary functional areas included in this solution are Permitting, Inspections and Enforcement, Planning and Subdivision, Billing, Payment Processing, Work Management (Asset) and 311 as defined in the Statement of Work;and B. WHEREAS the Parties have agreed to specific technical details for the delivery of the services and the Solution under the Agreement as set out in the Statement of Work which is attached hereto and made a part hereof as Exhibit"A";and C. WHEREAS CITY acknowledges that the CONTRACTOR will subcontract certain services under the SOW to third party contractors, which have been identified to the CITY and specifically set out in the Statement of Work;and D. WHEREAS certain technology being provided to the CITY will be licensed to the CITY or provided to the CITY under separate agreements by the supplier of such services; NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration the sufficiency of which is hereby mutually acknowledged,the Parties hereto covenant and agree as follows: General Terms and Conditions The above recitals are incorporated into and made a part of this Agreement as if fully recited hereby. 1. Definitions 1.1 "Agreement means this implementation services agreement,including all exhibits which are attached hereto and made a part hereof,including all amendments,modifications,or revisions made in accordance with the terms. The following attachments are incorporated into the Agreement: Exhibit A - Statement of Work; Exhibit B - Fee Schedule; Exhibit C - Insurance Requirements; Exhibit D-Travel to Customer Site; and Exhibit E-Elgin Compliance with Law Forms. 1.2 "CITY Data"means any and all information,including without limitation text,graphics,names, marks, logos, constituent and customer information,hypertext links to other Web sites, other information incorporated in, transmitted through, published or displayed on the Solution or otherwise provided to CONTRACTOR that originated from or was generated by the CITY, its constituents, customers, or other users of any of its existing systems or the Solution, and all other information provided, inputted, or uploaded to the Solution by the CITY, one of its employees or agents or any constituent,customer,or other user of the Solution. City of Elgin-Basic Gov 12-Dec-13 1 1.3 "Acceptance" means acceptance of the Deliverables and Services by CITY in accordance with Section 2.9,(Acceptance). 1.4 "Affiliate"means,with respect to either Party: (a) any corporation,person,firm,partnership, or other entity that is controlled by, controlling,or under common control with that Party; or (b) any corporation, firm, partnership, or other entity which directly or indirectly owns, is owned by, or is under common ownership with that Party. As used in this definition, ownership shall mean owning or having the power to vote at least 50% (fifty percent) of the equity of such corporation,firm,partnership,or other entity. 1.5 "CONTRACTOR Property"means the techniques,technologies,methods,concepts,inventions, programs,copyright works and equipment owned by CONTRACTOR prior to commencing the Services or acquired or developed by CONTRACTOR during the provision of the Services. 1.6 "Confidential Information'shall have the meaning ascribed to it in Section 8. 1.7 "Developments" means all inventions, improvements, discoveries, know-how, formulae, processes, ideas, copyright works, algorithms, source code, object code, data structures, modules, user interfaces, scripts, models, specifications, design documents, Deliverables and any other direct or indirect results of the Services performed by CONTRACTOR for CITY. 1.8 "Deliverable" means any item to be delivered by CONTRACTOR to CITY, in any form or medium, pursuant to and as particularized in the Statement of Work. "Deliverables" may include imported (City is doing their own data work) CITY Data,custom developed documents, requirements definitions, design documents, existing and custom computer programs,testing plans, training plan and training materials, custom integrations to other CITY-provided software systems,and other tangible materials authored or prepared by CONTRACTOR for the CITY as may be required by this Agreement and the SOW or as otherwise mutually agreed to in writing by the Parties. 1.9 "Employees" means the one or more individuals who are employee(s) of, or independent contractors engaged by, CONTRACTOR and/or any Sub-contractor and who will actually perform the Services. 1.10 "Error"means any material mistake,problem,defect,malfunction or deficiency in a Service or Deliverable which causes the Service or Deliverable to fail to operate substantially in accordance with the Statement of Work. 1.11 "Fee" or "Fees" means the amounts paid or to be paid to CONTRACTOR pursuant to this Agreement including,but not limited to,as detailed in the Fee Schedule(as defined below). 1.12 "Fee Schedule" means the fee schedule agreed to by the Parties and attached hereto as Appendix D in the SOW. 1.13 "Pre-Existing Intellectual Property"shall have the meaning ascribed to it in Section 7.2. 1.14 "Implementation Project' means the Services, tasks, and Deliverables described in the Statement of Work. 1.15 "Reverse Engineer", "Reverse Engineered" and "Reverse Engineering" includes, without limitation,any act of reverse engineering,translating, disassembling, decompiling, decrypting or deconstructing (including any aspect of "dumping of RAM/ROM or persistent storage", "cable or wireless link sniffing", or"black box" reverse engineering) data, software (including interfaces,protocols,and any other data included in or used in conjunction with programs that may or may not technically be considered software code),service,or hardware or any method City of Elgin-Basic Gov 12-Dec-13 2 or process of obtaining or converting any information, data or software from one form into a human-readable form. 1.16 "Services"shall have the meaning ascribed to it in Section 2.1. 1.17 "Solution"means the combination of software and other Deliverables that provide Permitting, Inspections and Enforcement, Planning and Subdivision, Billing, Payment Processing, Work and Asset Management functionality as defined in the SOW. Software licensing for the Solution components that are not custom developed as part of the Services will be provided for under separate subscription services agreements with CONTRACTOR,Monexa,and AssetOptics. 1.18 "Statement of Work"or"SOW"means the statement of work attached hereto as Exhibit"A". 1.19 "Sub-Contractor" shall mean the subcontractors of CONTRACTOR, both individually and collectively, specifically identified as, but not necessarily limited to, (i) Monexa Services Inc. ("Monexa"); Asset Optics, Inc. ("AssetOptics"); and Unisys ("Unisys") who will be providing Services and Deliverables pursuant to the Statement of Work. 1.20 "Taxes" means all taxes, assessments, tariffs, dues, duties, rates, fees, imposts, levies and similar charges of any nature whatsoever, imposed, levied, assessed or collected by any Taxation Authority, whether based on the importation, delivery, availability, possession, consumption or use of the products and/or services by any party or the provision or receipt of the products and/or services by any party, the execution of this Agreement or otherwise, together,in each case,with all interest,penalties,fines or other additional amounts imposed in respect thereof, including without limitation: (A) all income taxes (including any taxes based on, measured by or with respect to net income, gross income, income as specially defined, earnings,profits or selected items of income,earnings or profits),windfall profits taxes,gross receipts taxes,branch taxes,minimum taxes,alternative minimum taxes or capital gains taxes; (B) capital taxes, franchise taxes or net worth taxes; (C) property taxes, personal property taxes,or rental taxes;and(D) sales taxes,use taxes,ad valorem taxes,value added taxes,excise taxes, goods and services taxes, harmonized sales taxes, license taxes, stamp taxes, transfer taxes or custom duties. 1.21 "Taxation Authority"means any government,state,municipality or any local,provincial,state or other fiscal,customs,excise or taxing authority,body or official anywhere in the world with responsibility for, and competency to, impose, collect, audit, assess, administer or levy any Taxes or make any decision or ruling in respect of any Taxes. 1.22 "Term"shall have the meaning ascribed to it in Section 12. 1.23 "Time and Materials Basis" means payment calculated by multiplying CONTRACTOR's then prevailing hourly rate(as set out in the"Fee Schedule") for the personnel performing a task by the number of hours spent performing the task, and adding any other expenses agreed to between the Parties. 2. ENGAGEMENT OF CONTRACTOR TO PROVIDE SERVICES AND DELIVERABLES 2.1 Engagement. Pursuant to the terms of this Agreement and the SOW, CONTRACTOR agrees to provide the Services and Deliverables as set out in the Statement of Work,which Services and Deliverables shall result in the CITY receiving the Solution. CITY shall pay CONTRACTOR for the Services in accordance with the terms and conditions set out in this Agreement and the Statement of Work 2.2 Deliverables. In carrying out its Services, CONTRACTOR must prepare or provide to the CITY the Deliverables. During performance of its Services, CONTRACTOR is responsible for any loss City of Elgin-Basic Gov 12-Dec-13 3 or damage to the undelivered Deliverables, data, findings, or information caused by CONTRACTOR or any Sub-contractor. Any such lost or damaged Deliverables,data,findings,or information must be restored at the expense of CONTRACTOR. If not restorable, CONTRACTOR must bear the cost of replacement. Deliverables must meet the acceptance criteria pursuant to which the Deliverables are being created. 2.3 Standards and Timeliness of Performance. CONTRACTOR must perform all Services required of it under the Agreement with that degree of skill, care and diligence normally shown by a contractor performing services of a scope, purpose, and magnitude comparable with the nature of the Services being provided under the Agreement. The CONTRACTOR shall cooperate with any other contractors in the CITY's employ or any work associated with the Implementation Project. Subject to delays caused by the CITY, CONTRACTOR will make commercially reasonable efforts to provide the Solution, Services,and Deliverables within the time frames required under the Statement of Work. 2.4 Adequate Staffing. CONTRACTOR must, upon receiving a fully executed copy of this Agreement,assign and maintain during the term of this Agreement and any extension of it, a staff of competent personnel that is fully equipped and qualified to perform the Services. All personnel necessary for the effective performance of the Services shall be employed by, or be retained as a contractor to, CONTRACTOR and Sub-contractors and shall be qualified to perform the Services. CONTRACTOR shall make commercially reasonable efforts to not change the personnel that have been expressly assigned to perform CONTRACTOR's obligations under this Agreement, without the prior written consent of the CITY (which consent shall not be unreasonably withheld). If for any reason such personnel will cease to be available for the performance of CONTRACTOR's obligations to provide the Services, CONTRACTOR shall notify the CITY thereof without delay and use all reasonable efforts to promptly replace such personnel with another person of at least equal experience, competence, skills, and abilities. All replacement personnel will be subject to interview and approval of the CITY, which shall not be unreasonably withheld. If possible, such replacement personnel will spend at least one week with the departing personnel to be replaced to effect a smooth transition. 2.5 Project Management.CONTRACTOR shall assign a project manager to manage the Services(the "CONTRACTOR Project Manager'). CITY shall assign a project manager (the "CITY Project Manager") to work collaboratively with the CONTRACTOR Project Manager in a mutually beneficial manner to work towards the success of the Project. Each Party's project manager shall be the primary representative of the Party in relation to administration, coordination, and other matters relative to the Services. Each party may rely on the authority of the other Party's project manager to represent its respective company, provided that neither project manager shall have the authority to amend or modify this Agreement. 2.6 Non-Solicitation of Employees. Unless otherwise agreed in writing by authorized representatives of the Parties,neither Party may solicit the services(by way of employment or otherwise) of the other Party's personnel involved in the Implementation Project during the Implementation Project and for the period ending twelve months after the individual stops working on the Implementation Project. 2.7 Compliance with Policies and Procedures. CONTRACTOR shall be responsible for the direct control and supervision of its personnel and Sub-contractors utilized to perform Services on behalf of CONTRACTOR. The Services will be performed either at CITY locations or CONTRACTOR-approved locations. For the performance of the Services which require the presence of any CONTRACTOR personnel or Sub-contractors at any CITY facility, CONTRACTOR shall (i) comply with the CITY's rules, policies, and regulations for conduct City of Elgin-Basic Gov 12-Dec-13 4 which have been provided in writing to the CONTRACTOR Project Manager in advance;and(ii) otherwise conduct themselves in a businesslike manner. 2.8 Acceptance Testing. CONTRACTOR shall at all times utilize complete and thorough testing procedures and appropriate acceptance criteria, all of which shall be subject to review and approval by the CITY. In addition,the CITY will conduct acceptance testing in accordance with the provisions of the Statement of Work and Section 2.10 herein, and no Deliverables shall be deemed completed until all applicable acceptance criteria and Acceptance Tests set forth in this Agreement or otherwise mutually agreed upon by the parties in writing have been successfully met. 2.9 Acceptance. 2.9.1 Unless otherwise set out in the SOW,within fifteen(15)days of delivery of the Service or Deliverable, CITY shall provide to CONTRACTOR a written notice,which notice may be by way of email, of acceptance or rejection. Acceptance may be conditional upon CONTRACTOR remedying minor Errors in the Deliverables, provided that a list of these Errors accompanies the Acceptance certificate. If the Deliverables contain any Error, CITY may provide CONTRACTOR with a statement of rejection, which statement must also be accompanied by a list of outstanding Errors. Within fifteen (15) days after redelivery, CITY will provide to CONTRACTOR a written Acceptance certificate (either unconditional or conditional) or a statement of rejection with a list of Errors. This procedure will be repeated until CITY accepts the Deliverable. 2.9.2 Deemed Acceptance. Acceptance of a Service or Deliverable shall be deemed to occur on the earliest of. (i) CITY delivering to CONTRACTOR written notice of its acceptance of the Service or Deliverable (ii) CITY failing to review, test and inform CONTRACTOR of the acceptance or rejection of the Service or Deliverables within the timeframes set out above or in the applicable SOW (and if there are no timeframes stipulated,then within thirty (30) days of CONTRACTOR delivering the Service or Deliverable to CITY) unless CITY provides notice of delay to CONTRACTOR advising of the extension period required in which case CITY will be provided up to an additional period of thirty (30) days; and (iii) CITY commencing use of the Deliverable in a commercial setting and not for purposes of acceptance testing. 2.10 Additional or Changed Services. If the CITY requires additional services or if either Party proposes changes to the Services that affect the schedule or estimated Fees for the supply of the Services as particularized in the Statement of Work, then the Parties shall follow the change control process defined in the Statement of Work. All change orders shall be governed by the terms and conditions of this Agreement except as expressly specified otherwise by the terms of such change order. 2.11 Progress Reports. In accordance with the SOW, CONTRACTOR shall submit to CITY a bi- weekly status report ("Progress Report") which shall reference the Statement of Work schedules and provide a brief narrative identifying progress to date, findings, and any outstanding issues. 2.12 Written Communication. All communications which may affect cost or time of completion, shall be made or confirmed in writing. The CITY Project Manager or the CONTRACTOR Project Manager may also require other communications by CONTRACTOR be made or confirmed in writing. 2.13 Notice of Claim. If the CONTRACTOR wishes to make a claim for additional compensation as a result of action taken by the CITY, the CONTRACTOR shall give written notice of this claim within 15 days after occurrence of such action. No claim for additional compensation shall be valid unless so made.Any changes in the CONTRACTOR's fee shall be valid only to the extent City of Elgin-Basic Gov 12-Dec-13 5 that such changes are included in writing signed by the CITY and the CONTRACTOR. Regardless of the decision of the CITY relative to a claim submitted by the CONTRACTOR, all work required under this Agreement as determined by the CITY shall proceed without interruption. 2.14 Non-exclusive. CITY acknowledges that CONTRACTOR has extensive expertise and experience in the area and that CONTRACTOR intends to utilize such expertise, experience,products and tools in providing consulting services and other services to other customers. Subject to CONTRACTOR's compliance with the confidentiality provisions stated herein, nothing in this Agreement shall restrict or limit CONTRACTOR from performing such consulting or other services to any other entity in any industry. CITY agrees that, except as otherwise agreed in this Agreement, CONTRACTOR and its employees may provide consulting services similar in nature to the Services for any third parties both during and after the term of this Agreement. 3. CITY OBLIGATIONS. 3.1 Assistance and Cooperation. The Parties acknowledge that cooperation and teamwork by both Parties is essential to the success of the Implementation Project. CITY shall perform the tasks specifically and expressly identified as CITY tasks on the Statement of Work. CITY agrees not to unreasonably withhold or delay the provision of any agreement, acceptance, information, assistance or other resource reasonably required, or requested, of the CITY hereunder. CITY shall provide all information, data, and documentation reasonably required by CONTRACTOR to deliver the Services and the Solution. CITY may use subcontractors or an outsourcing service provider to perform any service required to be performed by it. In such case, CITY shall notify CONTRACTOR in writing of the subcontractor that identifies which services it wishes the subcontractor to perform and a subcontractor contact person responsible for communicating with CONTRACTOR. 3.2 End User Agreements. CITY shall negotiate and enter into additional end-user license or services agreements with the CONTRACTOR and Sub-contractors,with the exception of Unisys, for software subscription services which are identified in the Statement of Work. 3.3 General-CITY shall: (a) provide access to facilities, necessary data, information and any other materials to CONTRACTOR on schedule or in a timely fashion that are reasonably required by CONTRACTOR to perform its obligations under this Agreement or any Statement of Work; (b) be responsible for the accuracy, legibility, and completeness of all data, including the CITY Data supplied to CONTRACTOR;and (c) be responsible for performing and maintaining adequate backups of all CITY Data. 4. RELATIONSHIP MANAGEMENT 4.1 Points of Contact. Each party shall assign and maintain at all times during the Term a main point of contact(the"POC")which point of contact is set forth below. This POC shall be and act as the primary liaison between CONTRACTOR and CITY. Each Party shall use reasonable efforts to notify the other of any change to the POC at least five (5)business days prior to such change becoming effective. The POC for CONTRACTOR is: Name Michael Togyi City of Elgin-Basic Gov 12-Dec-13 6 Title President and CEO Phone number 778-383-1501 Mobile number Email address Michael.to '@basicgov.com Address 609 West Hastings, Vancouver, British Columbia VP134P7 The POC for CITY is: Name Dan Ault Title Management Analyst,City of Elgin Phone number 847-931-6082 Mobile number Email address ault�-d@cityofelgin.org Address 150 Dexter Court, Elgin Illinois 60120- 5555 4.2 CITY Delays and Defaults. Neither CONTRACTOR, nor its agents, employees, or Sub- contractors are entitled to any damages from the CITY, nor is any party entitled to be reimbursed by the CITY, for damages, charges, or other losses incurred by CONTRACTOR by reason of delays or hindrances in the performance of the Services, whether or not caused by the CITY. Neither the CITY nor any of its agents or employees are entitled to any damages or fee reduction from CONTRACTOR,nor is any party entitled to be reimbursed by CONTRACTOR, for damages, charges,or other losses or expenses incurred by the CITY by reason of delays or hindrances in the performance of the Services if such delays and hindrances are due in whole or in substantial part to the failure of the CITY to perform acts for which the CITY is responsible pursuant to this Agreement. Nothing herein shall prevent CONTRACTOR from negotiating in good faith with the CITY for additional costs incurred by CONTRACTOR due to additional work effort needed to perform the Services caused in whole or in part by unauthorized acts, omissions or delays of the CITY or any other party for which the CITY is responsible. S. FEES,PAYMENT TERMS 5.1 Basis and Method of Payment. CITY will pay CONTRACTOR according to the pricing schedule in the Statement of Work and in accordance with this Agreement. Customer will pay an ongoing monthly subscription services fee under the subscription services agreement between Customer and BasicGov effective November 1, 2013 for the use of BasicGov software. There will be no additional incremental subscription services or other costs for any customizations provided to Customer and paid for by Customer under this Agreement. CONTRACTOR shall submit itemized invoices to CITY in accordance with Appendix D Fee Schedule in the SOW (attached as Exhibit A) for the fixed fee Services and (ii) monthly for any services performed on a Time and Materials Basis in accordance with a signed change order in such detail as the CITY may reasonably request and in accordance with the Statement of Work to: City of Elgin 150 Dexter Ct. Elgin,IL 60120 Attn: Dan Ault,Management Analyst All invoices must include the project name, purchase order number, description of services, and invoice total (a"Compliant Invoice"). CONTRACTOR shall promptly provide the CITY with all documentation reasonably necessary to support such invoices. City of Elgin-Basic Gov 12-Dec-13 7 Only if,and to the extent,specifically authorized in the Statement of Work, CONTRACTOR may invoice CITY and CITY shall pay such invoices for reasonable expenses actually incurred by CONTRACTOR personnel in connection with providing the Services under this Agreement or the Statement of Work. The CITY shall pay all undisputed portions of a Compliant Invoice to CONTRACTOR within thirty (30) days after receipt of such Compliant Invoice. CITY shall pay all amounts in United States currency. The CITY may withhold payment of any amount invoiced by CONTRACTOR (or any portion thereof) that the CITY in good faith disputes as due or owing provided: (a) the CITY notifies CONTRACTOR in writing of the dispute within fifteen (15) business days after receipt of a Compliant Invoice and (b) the CITY agrees to endeavor to resolve all disputes regarding amounts payable promptly, and in any event within thirty (30) days following the due date. The failure of the CITY to pay a disputed invoice, or to pay the disputed portion of an invoice, shall not constitute a breach or default by CITY hereunder,nor will it relieve CONTRACTOR of its obligations to provide Services while the disputed amount is being resolved, so long as the CITY complies with the provisions of this Section; provided, in the event such dispute is not resolved within the above thirty(30) day time period,such dispute shall be addressed through the provisions of Section 4.3 (Dispute Resolution) and, in the event of such a dispute, the Parties shall diligently pursue an expedited resolution thereof. If it is resolved that some or all of the amount in dispute ought properly to have been paid at the time it was first invoiced, then the CITY shall promptly pay the amount finally resolved. 5.2 Fundine. CONTRACTOR acknowledges and agrees that any expenditure or financial obligation of the CITY beyond the current fiscal year shall be deemed a contingent liability of the CITY, subject to appropriation in the subsequent fiscal year's budget. Such appropriation shall be evidenced by issuance of a valid purchase order. In the event that the CITY does not appropriate the necessary funds for the CITY to satisfy its obligations hereunder beyond the then-current fiscal period, CONTRACTOR's sole remedy shall be to terminate this Agreement. In such event,(a)CITY will be liable for any accumulated payments due up to the effective date of the new fiscal year provided such funds are available in a valid purchase order for the current fiscal year and(b) CONTRACTOR will stop performing any terminated Services upon the effective date of such termination without any further obligations on behalf of CONTRACTOR except for obligations of CONTRACTOR to return the CITY Data as provided herein. 5.3 Delays. If CONTRACTOR is delayed or prevented from performing its obligations,including the inability of the CITY or its agents to perform their responsibilities or provide resources in a timely manner, CONTRACTOR will be entitled to an equitable adjustment in the timetable set out in this Agreement: CONTRACTOR will advise the CITY of any impact on the estimated timetable caused by any of these factors. The timetable shall be adjusted subject to approval by the CITY,which shall not be unreasonably withheld or delayed. 5.4 Currency. CITY shall pay all amounts in United States currency. 5.5 Taxes. CITY represents that it is exempt from sales and use taxes,property taxes,and income taxes. 5.6 Records and Audit. While this Agreement remains in effect and for a period of one (1) year thereafter, CONTRACTOR shall keep accurate records reflecting actual time devoted and cost incurred in providing the Services, in accordance with standard business practices in the industry and generally accepted accounting principles. Contractor shall permit the authorized representative of the CITY to inspect and audit all data and records of the CONTRACTOR for City of Elgin-Basic Gov 12-Dec-13 8 work done under this Agreement. Any such audits shall be conducted during regular business hours at CONTRACTOR's offices and shall not interfere unreasonably with CONTRACTOR's business activities. 6. GRANTS AND RESTRICTIONS 6.1 License to CONTRACTOR Property. Unless otherwise provided for herein,CITY has no claim or ownership to any CONTRACTOR Confidential Information,CONTRACTOR intellectual property, or CONTRACTOR Property. Subject to the terms and conditions of this Agreement, CONTRACTOR hereby grants to CITY a personal, revocable, non-exclusive, non-transferable right to use any CONTRACTOR Confidential Information, CONTRACTOR intellectual property, or CONTRACTOR Property contained in the Services and Deliverables. 6.2 Treatment of and Access to CITY Data. Notwithstanding anything to the contrary herein,CITY shall remain the owner of the CITY Data. CITY hereby grants to CONTRACTOR and/or its Affiliates and Sub-contractors a license to use and copy the CITY Data solely for purposes of, carrying out its duties hereunder and solely to the extent that CONTRACTOR and/or its Affiliates and Sub-contractors require access to such CITY Data to provide the Services as contemplated by this Agreement. 6.3 Compliance with Laws. 6.3.1 Notwithstanding any other provision of this Agreement it is expressly agreed and understood that in connection with the performance of this Agreement that the CONTRACTOR shall comply with all applicable Federal, State, City and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, CONTRACTOR hereby certifies, represents and warrants to the CITY that all CONTRACTOR's employees and/or agents who will be providing products and/or services with respect to this Agreement shall be legally authorized to provide such products and/or services within the United States. CONTRACTOR shall also at its expense secure all permits and licenses, pay all charges and fees and give all notices necessary and incident to the due and lawful prosecution of the work,and/or the products and/or services to be provided for in this Agreement.The CITY shall have the right to audit any records in the possession or control of the CONTRACTOR to determine CONTRACTOR's compliance with the provisions of this section. In the event the CITY proceeds with such an audit the CONTRACTOR shall,upon reasonable notice,make available to the CITY the CONTRACTOR's relevant records at no cost to the CITY. 6.3.2 Interference with Public Contracting. The CONTRACTOR certifies hereby that it is not barred from bidding on this contract as a result of a violation of 720 ILCS 5/33E et seq. or any similar state or federal statute regarding bid rigging. 6.3.3 Sexual Harassment. As a condition of this contract,the CONTRACTOR shall have written sexual harassment policies that include,at a minimum,the following information: A. the illegality of sexual harassment; B. the definition of sexual harassment under state law; C. a description of sexual harassment,utilizing examples; D. the vendor's internal complaint process including penalties; E. the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights,and the Illinois Human Rights Commission; F. directions on how to contact the department and commission; City of Elgin-Basic Gov 12-Dec-13 9 G. protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies shall be provided by CONTRACTOR to the Department of Human Rights upon request 775 ILCS 5/2-105. 6.4 Nondiscrimination. In all hiring or employment made possible or resulting from this Agreement, there shall be no discrimination against any employee or applicant for employment because of sex, age, race, color, creed, national origin, marital status, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification, and this requirement shall apply to, but not be limited to, the following: employment advertising, layoff or termination, rates of pay or other forms of compensation,and selection for training,including apprenticeship. No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this Agreement on the grounds of sex, race,color, creed,national origin,age except minimum age and retirement provisions,marital status, or the presence of any sensory, mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation,termination, or suspension, in whole or in part, of the Agreement by the CITY. 6.5 No Reverse Engineerine. UNLESS OTHERWISE PROVIDED FOR HEREIN,CITY IS GRANTED NO RIGHT UNDER THIS AGREEMENT TO REVERSE ENGINEER ANY CONTRACTOR PROPERTY OR TO LICENSE OR OTHERWISE DISTRIBUTE CONTRACTOR PROPERTY TO ANY THIRD PARTY AND, EXCEPT TO THE EXTENT THAT CONTRACTOR IS EXPRESSLY PRECLUDED BY LAW FROM PROHIBITING THESE ACTIVITIES, CITY AGREES, UNLESS OTHERWISE PRIOVDED FOR HEREIN,THAT CITY WILL NOT REVERSE ENGINEER CONTRACTOR PROPERTY, OR ATTEMPT TO DO SO. 7. OWNERSHIP AND FEEDBACK 7.1 Deliverables. As between CONTRACTOR and CITY, CONTRACTOR or its suppliers own and shall continue to own all right, title and interest including the intellectual property rights in and to the CONTRACTOR Property, the Services and Deliverables, and to the results of any Developments performed by CONTRACTOR under this Agreement. Nothing herein or in any related agreement shall transfer any ownership right, title or interest in or to the CONTRACTOR Property, Digital Items, the Services and Deliverables, or the results of any Developments to CITY. To the extent that CITY obtains ownership of any such items for any reason, CITY hereby irrevocably transfers, conveys and assigns to CONTRACTOR or CONTRACTOR's designate,all of its right,title and interest therein.CITY shall execute and shall ensure that CITY personnel execute such documents, render such assistance, and take sure other action as CONTRACTOR may reasonably request,at CONTRACTOR's reasonable expense, to apply for,register,perfect,confirm and substantiate the CITY's rights under this Section 7.1 despite termination or expiration of this Agreement for any reason. Customer will have the right to maintain a copy of the Deliverables for archival purposes. 7.2 Pre-Existing Intellectual Property. Each Party acknowledges and agrees that, as between the Parties, each Party is and shall remain the sole and exclusive owner of all right, title, and interest in and to its services, products, software, source and object code, specifications, designs,processes,techniques,concepts, improvements,discoveries,and inventions including all associated intellectual property rights thereto, including without limitation any modifications, improvements, or derivative works thereof, created prior to or independently during the term of this Agreement, and any extension term of this Agreement (the "Pre- Existing Intellectual Property"), and that this Agreement does not affect such ownership of each Party's Pre-Existing Intellectual Property. Each party acknowledges that it acquires no City of Elgin-Basic Gov 12-Dec-13 10 rights under this Agreement to the other Party's Pre-Existing Intellectual Property other than any limited rights explicitly granted according to this Agreement. 7.3 Rights to CITY Data. Notwithstanding anything else to the contrary in this Agreement,the CITY will retain all right, title and interest in the CITY Data. CONTRACTOR has no right, title, or interest in the CITY Data. CONTRACTOR must not use CITY Data other than in connection with providing the Solution or the Services. 7.4 Right to File. The ownership as described in Section 7.1 above shall also determine the rights and obligations of a Party to seek, obtain and maintain protection of intellectual property rights in such countries as that Party may consider appropriate. 7.5 Feedback. CITY may identify problems or suggest improvements or other changes to the Services or Deliverables or any other CONTRACTOR Property("Feedback")in the performance of this Agreement. All Feedback provided by CITY shall be provided "as is" without any warranties of any kind,whether express or implied. Except for any Feedback where the CITY indicates that another intellectual property license from the CITY is required to use the Feedback,at the time of providing Feedback, CITY hereby grants to CONTRACTOR the right to use the Feedback on a royalty-free, sub-licensable, non-revocable and non-exclusive basis to develop, manufacture, make, have made, reproduce, have reproduced, modify, use, export/import, offer to sell and sell as part of CONTRACTOR's technology, products or services. The use of the Feedback will not impose any confidentiality or other obligations on CONTRACTOR relating to the Feedback. However, CONTRACTOR agrees not to disclose the source of such Feedback to third parties without the consent of the CITY,which consent CITY shall not unreasonably withhold, condition or delay. Notwithstanding the foregoing, and for certainty, no license is provided under this Section under any patent that may be owned or controlled by CITY. 8. CONFIDENTIALITY 8.1 General 8.1.1 The Parties acknowledge and agree that during the term of this Agreement, each Party will need to disclose its confidential information (the "Disclosing Party") to the other party (the "Receiving Party"). The Parties will keep in confidence and protect their respective Confidential Information from disclosure to third parties and restrict its use as provided in this Agreement. Such information shall be defined herein as"Confidential Information"if it is either(a) marked by the disclosing party with an appropriate legend to inform the receiving party of its confidential nature which for CONTRACTOR includes,but is not limited to technical information in the form of designs,specifications, interfaces, processes,and future product plans, except as specifically authorized in this Agreement or as may be required by law. Electronic information will be deemed adequately marked if a confidential legend displays when the information originally runs on a computer system and when the information is printed from its data file. Further, in the event Confidential Information is disclosed in other than tangible or electronic form, the Disclosing Party shall inform the receiving party of its confidential nature at the time the Confidential Information is disclosed. 8.1.2 The Receiving Party may not use the Disclosing Party's Confidential Information for any purpose other than in connection with providing/receiving the Services. Neither Party shall allow the other party's Confidential Information to be made available to any other individual or organization without the prior written consent of the Disclosing Party. Further, all documents and other information provided to CONTRACTOR by the CITY, including CITY Data,are Confidential Information and must not be made available to any other individual or organization without the prior written consent of the CITY. City of Elgin-Basic Gov 12-Dec-13 11 CONTRACTOR must implement such measures as may be necessary to ensure that its staff and Sub-contractors are bound by the confidentiality provisions in this Agreement. 8.1.3 The Receiving Party agrees that it will treat the Disclosing Party's Confidential Information with reasonable care. Confidential Information will not be copied,in whole or in part, except when essential for authorized use under this Agreement. Each copy, including its storage media,will be marked by the Party making the copy with all notices which appear on the original. Notwithstanding anything herein to the contrary, CONTRACTOR acknowledges that the CITY is subject to the Illinois Freedom of Information Act (SILCS140/1 et seq.) and all information in the CITY's possession may be regarded as a public record subject to disclosure, and any disclosure by the CITY pursuant to the foregoing shall not be deemed a breach of the CITY's obligations hereunder. 8.1.4 The obligations stated in this Section 8 do not apply to Confidential Information: (a) already known to the recipient at the time of disclosure; (b)independently generated by the recipient and not derived from the Confidential Information supplied by the Disclosing Party; (c) known or available to the public,except where such knowledge or availability is the result of unauthorized disclosure by the recipient of the Confidential Information; (d) disclosed to the recipient without a similar restriction by a third party who has the right to make such disclosure; or (e) required to be disclosed by the recipient by law,regulation, Court order, or other legal process,provided that the Party obligated to make such disclosure will make good faith efforts to notify the other Party of any legal obligation to make disclosure of the information prior to its disclosure. 8.2 Employees. Each Party will inform its respective employees of the obligations under this Section 8. 8.3 Survival. This Section 8 will survive termination or cancellation of this Agreement. 9. REPRESENTATIONS AND WARRANTIES 9.1 Limited Warranty. In connection with signing and carrying out this Agreement,CONTRACTOR represents and warrants to the CITY that: 9.1.1 CONTRACTOR will comply with all general terms, conditions, and specifications as stated in the Agreement; 9.1.2 CONTRACTOR is competent to perform the Services and will provide experienced personnel to carry out the Services in a timely, competent, and professional manner consistent with industry standards for similar services and in accordance with the requirements of this Agreement; 9.1.3 All Services and Deliverables will, at the time of completion and delivery to the CITY, comply in all material respects with the requirements for such Services and Deliverables as set forth in the Statement of Work and Requirements Definition under which such Services or Deliverables are being delivered; 9.1.4 Upon acceptance, the Solution and Deliverables will operate in accordance with, and shall include all of the features and functionality described in this Agreement, the Statement of Work,and the Requirements Definition,and be in good working order and free from Error and defects in material, workmanship, or performance for a period of ninety(90) days from the date of acceptance. As CITY's sole and exclusive remedy for a breach of this specific warranty, CONTRACTOR shall, at no additional cost to CITY, City of Elgin-Basic Gov 12-Dec-13 12 correct Errors that CITY provides CONTRACTOR written notice of during the applicable warranty period and redeliver or have redelivered the part of the Solution and Deliverables, provided that CONTRACTOR is able to duplicate the Error or CITY is able to demonstrate the Error. CONTRACTOR agrees that this warranty shall survive inspection, acceptance, and payment; Unless City or non-BasicGov authorized staff has made changes 9.1.5 All documentation provided hereunder at the time of delivery shall be complete and shall accurately describe the Solution so as to enable CITY personnel with ordinary skills and experience to fully utilize the Solution; 9.1.6 CONTRACTOR is appropriately licensed under Illinois law to perform the Services required under this Agreement and will perform no Services for which a professional license is required by law and for which CONTRACTOR is not appropriately licensed, including but not limited to registration as an alien corporation with the State of Illinois, if determined to be required; 9.1.7 CONTRACTOR is financially solvent; and CONTRACTOR is legally authorized to execute and perform or cause to be performed this Agreement under the terms and conditions stated in this Agreement; 9.1.8 CONTRACTOR will not knowingly use the services of any ineligible contractor or subcontractor for any purpose in the performance of its Services under this Agreement; 9.1.9 CONTRACTOR and its Sub-contractors are not in default at the time this Agreement is signed, and have not been deemed by the CITY to have, within 5 years immediately preceding the date of this Agreement, been found to be in default on any contract awarded by the CITY; 9.1.10To the best of its knowledge, CONTRACTOR and Sub-contractors presently have no direct or indirect interest in and will not acquire any direct or indirect interest in any project or contract that would conflict in any manner or degree with the performance of its Services under this Agreement and CONTRACTOR and Sub-contractors will not assign any person having any conflicting interest to perform any Services under this Agreement or allow them to have access to any Confidential Information; 9.1.11As of the Effective Date, there is no outstanding, pending litigation, or arbitration reasonably expected to have a potential or actual material adverse effect on CONTRACTOR's or Sub-Contractors'ability to fulfil its obligations hereunder;and No CONTRACTOR warranties under this Agreement shall apply in the case where any such failure of CONTRACTOR to meet the obligations of such warranty substantially results from any abuse,misapplication,or other factor caused by or under the control of the CITY or any of its employees, officers, agents, or third party contractors which are outside of the control of CONTRACTOR. 9.3 Disclaimer. THE EXPRESS WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF AND TO THE EXCLUSION OF ALL OTHER WARRANTIES, CONDITIONS OR OTHER TERMS OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE RELATING TO ANYTHING SUPPLIED OR SERVICES PROVIDED BY CONTRACTOR HEREUNDER(INCLUDING BUT NOT LIMITED TO THE SERVICES AND DELIVERABLES,) UNDER OR IN CONNECTION WITH THIS AGREEMENT INCLUDING, WITHOUT LIMITATION,ANY CONDITIONS, WARRANTIES OR OTHER TERMS AS TO THE CONDITION, QUALITY, NON-INFRINGEMENT, DURABILITY, MERCHANTABILITY, PERFORMANCE OR FITNESS FOR A PARTICULAR PURPOSE. City of Elgin-Basic Gov 12-Dec-13 13 10. INDEMNITIES 10.1 CONTRACTOR General Indemnity. To the fullest extent permitted by law, CONTRACTOR agrees to and shall indemnify, defend and hold harmless the CITY, its officers, employees, agents, boards and commissions from and against any and all claims, suits,judgments, costs, attorney's fees, damages or other relief, including but not limited to workers compensation claims, in any way resulting from or arising out of negligent actions or omissions of the CONTRACTOR in connection herewith, including negligence or omissions of employees or agents of the CONTRACTOR arising out of the performance of this Agreement. In the event of any action against the CITY,its officers,employees,agents,boards or commissions,covered by the foregoing duty to indemnify, defend and hold harmless such action shall be defended by legal counsel of the CITY's choosing. The provisions of this paragraph shall survive any expiration,completion,and/or termination of this Agreement. 10.2 CONTRACTOR intellectual Property Indemnity. Provided CITY is not in material breach (which for the purposes of this section 10.2 is limited to default of payment or theft of CONTRACTOR'S intellectual property) of this Agreement, CONTRACTOR agrees to defend, indemnify and hold harmless CITY against any third party claims,and any resulting judgments finally awarded by a court of competent jurisdiction, direct damages, costs (including reasonable lawyers' fees and disbursements), and settlements agreed to by CONTRACTOR, where such third party claims that use of or distribution of the Solution or any Deliverable,in accordance with this Agreement, either infringes or misappropriates: (A) any patents, trademarks or trade names that are enforceable in the United States; or (B) infringes such third party's copyright or, (C) trade-secret rights or other intellectual property or proprietary rights registered or enforceable in the United States; provided,however that in relation to any of (A), (B) or (C): (i) CITY promptly notifies CONTRACTOR in writing of such claim; (ii) CONTRACTOR shall have sole control of the defense and all related settlement negotiations of such claim and CONTRACTOR has, without limitation, the sole, unfettered discretion to compromise and settle such claim, provided that CONTRACTOR shall not enter into any settlement without CITY's prior written consent(such consent not to be unreasonably withheld, conditioned or delayed) where that settlement: (1) requires an independent admission of liability on the part of CITY; or (2) exposes the CITY to financial liability outside of the scope of this indemnity or(3) imposes any obligation on CITY other than the termination of CITY's rights hereunder to the Solution or Deliverable; (iii) CITY furnishes to CONTRACTOR on request information in CITY's possession or control for such defense; (iv) CITY will not admit any such claims without the prior written consent of CONTRACTOR; and (v) CITY shall cooperate with and provide assistance reasonably requested by CONTRACTOR in the defense of such claims at CONTRACTOR's expense. In addition,at CONTRACTOR's option,CONTRACTOR may secure the right for CITY to continue to use the alleged infringing Deliverable, substitute the Deliverable with a substantially equivalent non-infringing Deliverable and documentation, or if the previous options are not possible on a commercially practicable basis,terminate CITY's rights hereunder and refund to CITY the associated fees paid by CITY to CONTRACTOR for the Deliverable. CITY shall not be precluded from participating in the action at its own expense through counsel of its own choosing. Notwithstanding the foregoing,CONTRACTOR shall not be liable to CITY for any such claim that is based on: (a) use of any Deliverable in combination with any software, hardware, equipment, applications or services not supplied by CONTRACTOR or Sub-Contractors under this Agreement; (b) CONTRACTOR's compliance with CITY's designs, specifications, or instructions where CONTRACTOR has warned the CITY of a potential infringement; (c) modification of the Deliverable other than by CONTRACTOR; (d) failure of CITY to use a replaced or modified Deliverable provided by CONTRACTOR in order to avoid infringement; (e) any unauthorized use of the Deliverable; (f) breach of intellectual property in which CITY has a direct or an indirect interest in: (I) such intellectual property right; or(II) an entity which has a direct or an indirect controlling ownership interest in such intellectual property right. THE FOREGOING REPRESENTS CONTRACTOR'S SOLE AND EXCLUSIVE OBLIGATION IN RELATION TO ANY CLAIMS FOR INFRINGEMENT. City of Elgin-Basic Gov 12-Dec-13 14 11. LIMITATION OF LIABILITY 11.1 EXCEPT FOR: (A) BREACHES OF THE CONFIDENTIALITY PROVISIONS HEREOF; (B) THE INFRINGEMENT, MISAPPROPRIATION OR OTHER VIOLATION OF THE INTELLECTUAL PROPERTY RIGHTS OF THE OTHER PARTY; (C) DAMAGES THAT ARISE AS A RESULT OF A FRAUD PERPETRATED BY A PARTY; OR (D) CLAIMS FOR DEATH OR BODILY INJURY, IN NO EVENT SHALL EITHER PARTY, THEIR RESPECTIVE AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, DISTRIBUTORS, SUPPLIERS, SUB-CONTRACTORS OR INDEPENDENT CONTRACTORS BE LIABLE FOR ANY INDIRECT,ECONOMIC,SPECIAL,COMMERCIAL,INCIDENTAL,EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF BUSINESS PROFITS OR REVENUES, BUSINESS INTERRUPTION, DAMAGES CAUSED BY DELAYS,OR A FAILURE TO REALIZE EXPECTED SAVINGS OR DAMAGES CAUSED BY DELAYS OF THE OTHER PARTY,COST OF SUBSTITUTE GOODS,FACILITIES,OR SERVICES,COST OF CAPITAL,OR OTHER PECUNIARY LOSS) DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OF OR INABILITY TO USE THE LICENSED PROGRAMS OR ANY PORTION THEREOF, WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR THEIR LIKELIHOOD HAS BEEN DISCLOSED. 11.2 EXCEPT FOR: (A)A BREACH OF THE CONFIDENTIALITY PROVISIONS OF THIS AGREEMENT;(B) DAMAGES THAT ARISE AS A RESULT OF A FRAUD OR GROSS NEGLIGENCE;OR(C) CLAIMS FOR DEATH OR BODILY INJURY,TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,IN NO EVENT SHALL A PARTY'S OR A SUB-CONTRACTOR'S AGGREGATE LIABILITY HEREUNDER EXCEED THE GREATER OF $300,000 OR TWO TIMES THE AMOUNT PAID BY CLIENT HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT. 11.3 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET OUT IN THIS AGREEMENT SHALL APPLY: (A) WHETHER AN ACTION, CLAIM OR DEMAND ARISES FROM A BREACH OF WARRANTY OR CONDITION,BREACH OF CONTRACT,TORT(INCLUDING NEGLIGENCE),STRICT LIABILITY OR ANY OTHER KIND OF CIVIL OR STATUTORY LIABILITY CONNECTED WITH OR ARISING OUT OF THIS AGREEMENT;(B)SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN;AND (C)APPLY IN THE AGGREGATE,TO THE PARTY,THEIR RESPECTIVE AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, DISTRIBUTORS, SUPPLIERS, SUB- CONTRACTORS OR INDEPENDENT CONTRACTORS,AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. ALL LIMITATIONS OF LIABILITY EXPRESSLY PROVIDED FOR HEREIN SHALL ONLY APPLY TO THIS AGREEMENT. 11.4 No Liability for Third Party Delay. CITY acknowledges that some of the services may be supplied by third party vendors that are not controlled by CONTRACTOR. Except as otherwise provided for herein,CONTRACTOR will not be liable for any damages caused by any delay in delivering or furnishing any services referred to in this Agreement, where such delay is attributable to the failure of any third party not controlled by CONTRACTOR to provide such services to CONTRACTOR or CITY through no fault of CONTRACTOR.This section refers to services such as but not limited to(i) services provided by payment transaction providers,and(ii)third party tax services etc. 11.5 ADDITIONAL CITY LIMITATIONS. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY IN THIS AGREEMENT,WITH THE SOLE EXCEPTION OF AN ACTION TO RECOVER THE MONIES THE CITY HAS AGREED TO PAY TO THE CONTRACTOR PURSUANT TO SECTION 5 HEREOF OR AN INFRINGEMENT OF CONTRACTOR'S INTELLECTUAL PROPERTY RIGHTS,NO ACTION SHALL BE COMMENCED BY THE CONTRACTOR OR ANY OTHER RELATED ENTITY AGAINST THE CITY FOR MONETARY DAMAGES. CONTRACTOR HEREBY FURTHER WAIVES ANY AND ALL CLAIMS OR RIGHTS TO INTEREST ON MONEY CLAIMED TO BE DUE PURSUANT TO THIS AGREEMENT,AND City of Elgin-Basic Gov 12-Dec-13 15 WAIVES ANY AND ALL SUCH RIGHTS TO INTEREST WHICH IT CLAIMS IT MAY OTHERWISE BE ENTITLED PURSUANT TO LAW,INCLUDING,BUT NOT LIMITED TO,THE LOCAL GOVERNMENT PROMPT PAYMENT ACT (50 ILCS 501/1, ET SEQ.),AS AMENDED, OR THE ILLINOIS INTEREST ACT (815 ILCS 205/1, ET SEQ.),AS AMENDED. THE PARTIES HERETO FURTHER AGREE THAT ANY ACTION BY THE CONTRACTOR ARISING OUT OF THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR OF THE DATE THE ALLEGED CAUSE OF ACTION AROSE OR THE SAME WILL BE TIME BARRED. THE PROVISIONS OF THIS PARAGRAPH WILL SURVIVE ANY EXPIRATION,COMPLETION AND/OR TERMINATION OF THIS AGREEMENT. 11.6 NON-LIABILITY OF PUBLIC OFFICIALS AND EMPLOYEES. NO OFFICIAL, DIRECTOR, OFFICER, AGENT, OR EMPLOYEE OF THE CITY SHALL BE CHARGED PERSONALLY OR HELD CONTRACTUALLY LIABLE UNDER ANY TERM OR PROVISION OF THIS AGREEMENT OR BECAUSE OF THEIR EXECUTION, APPROVAL, OR ATTEMPTED EXECUTION OF THIS AGREEMENT. 11.7 SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OR EXCLUSIONS OF CERTAIN TYPES OF DAMAGES AND/OR WARRANTIES AND CONDITIONS. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN THIS AGREEMENT SHALL NOT APPLY IF AND ONLY IF AND TO THE EXTENT THAT THE LAWS OF A COMPETENT JURISDICTION REQUIRE LIABILITIES BEYOND AND DESPITE THESE LIMITATIONS,EXCLUSIONS AND DISCLAIMERS. 12. TERM OF AGREEMENT,TERMINATION AND SUSPENSION 12.1 Term.The term of this Agreement shall commence on the Effective Date and continue until all work under the Statement of Work is completed, unless terminated earlier as provided for herein. 12.2 Termination by the CITY. 12.2.1 Termination for Breach. The CITY shall have the right to terminate this Agreement upon thirty (30) days' prior written notice if the CONTRACTOR is in breach of any material obligation under this Agreement and fails to remedy such breach within such notice period, or if such breach is not capable of being cured within thirty (30) days, then if CONTRACTOR fails within such thirty(30)day period to commence to use commercially responsible efforts to prevent such breach from recurring. The termination of this Agreement shall not affect the rights and remedies of the CITY against CONTRACTOR arising out of,or resulting from,a breach of this Agreement. 12.2.2 Termination for Convenience. CITY may terminate this Agreement at any time,after the Effective Date, upon providing not less than ninety (90) days written notice to CONTRACTOR. 12.3 Termination by CONTRACTOR. 12.3.1 Termination for Breach of Confidentiality or IP Rights. CONTRACTOR may terminate this Agreement if the CITY is found to be in material breach of any confidentiality obligation or obligation with respect to CONTRACTOR's intellectual property rights, which breach, if capable of being cured, is not cured within thirty (30) days after CONTRACTOR gives the CITY written notice of such breach, or if such breach is not capable of being cured, then if the CITY fails within such thirty (30) day period to commence to use commercially responsible efforts to prevent such breach from recurring. 12.3.2 Termination for Non-payment. Without prejudice to other remedies,CONTRACTOR may (a) suspend this Agreement or any order placed under it, for default, if upon written City of Elgin-Basic Gov 12-Dec-13 16 notice the CITY fails to make any payment identified as delinquent (including payment of charges for services) within thirty (30) days following its receipt of such written notice and/or (b) terminate this Agreement or any order placed under it, for default, if upon such same written notice referenced above the CITY fails to make any payment identified as delinquent (including payment of charges for services) within sixty (60) days following the original notice date. 12.4 Termination for Insolvency. Each Party shall have the right to terminate this Agreement immediately upon written notice in the event that the other Party files,or has filed against it,a voluntary assignment or involuntary petition of bankruptcy which is not thereafter dismissed within sixty (60) days,or the other Party is unable to pay a material amount of debt as it falls due for a period of sixty(60) days,or a receiver,administrator,or the local equivalent thereof, is appointed over all or a substantial part of the other Party's assets;or an act equivalent to any of the above occurs under the laws of the jurisdiction of the other Party. Whether a Party exercises its right to terminate in the circumstances set out in this Section or not, it is a fundamental term of this Agreement that the licenses granted hereunder are non-transferable and shall remain non-transferable. 12.5 Other Termination Rules. 12.5.1 Termination Obligations. Termination of this Agreement by either Party for any reason shall not affect the rights and obligations of the Parties that accrued prior to the effective date of termination of this Agreement,including payment of all Fees and expenses owed to CONTRACTOR hereunder. In no event will the CITY be liable for any Services performed after the effective date of termination, unless otherwise provided for herein or in a writing signed by the CITY. 12.5.2 Termination Assistance. Upon any termination of this Agreement, CONTRACTOR will provide any transition assistance that may be reasonably requested by the CITY. The CITY will compensate CONTRACTOR for transition assistance based on the hourly rates contained in the Statement of Work. 12.6 Return of Materials. 12.6.1 Return of CITY Materials. After termination of this Agreement for any reason or the expiration of the Term, CONTRACTOR will turn over to the CITY or its designee within ten (10) days of demand,all materials,supplies, equipment owned or purchased by the CITY, completed work analyses, data, including all CITY Data, computer disks, documents,and any other information relating to this Agreement or the performance or furnishing of Services, except that CONTRACTOR may keep a copy of such information (excluding CITY Data) for its own records, subject to the confidentiality obligations of this Agreement and of applicable law. 12.6.2 Return of Contractor Materials. After termination of this Agreement for any reason or the expiration of the Term, the CITY will turn over to CONTRACTOR or its designee within ten (10) days of demand, any CONTRACTOR owned materials, hardware, equipment,and other items that are in the CITY's possession or control. 13. Events of Default and Remedies 13.1 Events of Default. The following constitute events of default: 13.1.1 CONTRACTOR's failure to perform any of its obligations under this Agreement,including the following: City of Elgin-Basic Gov 12-Dec-13 17 (a) Failure due to a reason or circumstances within CONTRACTOR's reasonable control to perform the Services with sufficient personnel and equipment or with sufficient material to ensure the performance of the Services; (b) Material failure to timely perform the Services,excluding any delays and hindrances that are due substantially to the failure of the CITY to perform acts for which the CITY is responsible pursuant to this Agreement; (c) Failure to promptly re-perform within a reasonable time Services that were rejected as erroneous or unsatisfactory; (d) Discontinuance of the Services for reasons within CONTRACTOR's reasonable control; (e) The filing by CONTRACTOR of any petition or proceeding under applicable state or federal bankruptcy or solvency law or statute,which petition or proceeding has not been dismissed or stayed within ninety(90)days after the date of its filing; (f) The initiation against CONTRACTOR by any creditor of an involuntary petition or proceeding under any state or federal bankruptcy or insolvency law or statute, which petition or proceeding is not dismissed within ninety(90) days after the date of filing; (g) The appointment of a receiver for CONTRACTOR with respect to all or a substantial portion of its respective assets;or (h) Failure to comply with any other material term of the Agreement, including the provisions concerning non-discrimination. 13.1.417ailure to comply with the provisions in the Agreement requiring compliance with all applicable laws in the performance of the Agreement. 13.2 Remedies. CONTRACTOR may cure any event of default within thirty (30) days of receiving written notice of the event of default, which specifically describes the event of default. The occurrence of an event of default that CONTRACTOR fails to cure within thirty(30) days shall permit the CITY at the CITY's sole option to declare CONTRACTOR in default. The CITY will give CONTRACTOR written notice of the default, after which the CITY may invoke any or all of the following remedies: 13.2.1 The right to terminate the Agreement as to any or all of the Services yet to be performed effective at a time specified by the CITY; 13.2.2The right of specific performance, an injunction, or any other appropriate equitable remedy; 13.2.3 The right to money damages; 13.2.4The right to withhold all or any part of CONTRACTOR's compensation under this Agreement. No delay or omission to exercise any right or power accruing upon any event of default impairs any such right or power,nor is it a waiver of any event of default nor acquiescence in it,and every such right and power may be exercised from time to time and as often as the CITY considers expedient. 14. GENERAL City of Elgin-Basic Gov 12-Dec-13 18 14.1 Entire Agreement. This Agreement and its Exhibits constitute the entire agreement of the Parties with respect to the subject matter hereof and there are no provisions,representations, warranties,undertakings,collateral agreements or agreements between the Parties other than as set out in this Agreement and its Exhibits. This Agreement and its Exhibits supersede any prior or contemporaneous understandings, communications, representations, warranties, undertakings, collateral agreements and agreements between the Parties, whether oral or written, with respect to the subject matter hereof, and no Party has relied on any of the foregoing in agreeing to enter into this Agreement. This Agreement may not be changed, modified,or extended except by written amendment duly executed by the Parties. 14.2 Assignment. This Agreement shall not be assigned by either Party without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, CONTRACTOR may assign this Agreement without consent to any purchaser of a majority of CCONTRACTOR's outstanding shares or to any purchaser of substantially all of the assets of CONTRACTOR that relate to this transaction, or may assign it to an Affiliate. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 14.3 Delegations and Subcontractors. Any assignment, delegation or subcontracting shall be subject to all the terms, conditions and other provisions of this Agreement and the CONTRACTOR shall remain liable to the CITY with respect to each and every item, condition and other provision hereof to the same extent that the CONTRACTOR would have been obligated if it had done the work itself and no assignment,delegation or subcontract had been made. Any proposed subcontractor shall require the CITY's advanced written approval. 14.4 Notices. Any notice, request, demand or other communication required or permitted hereunder shall be sufficiently given only if in writing and only if delivered by hand or sent by registered mail (or its equivalent), courier, email or facsimile addressed to the person and address set out in section 4 of this Agreement or to such other person or address as the Parties may from time-to-time designate in writing delivered pursuant to this notice provision. Any such notices, requests, demands or other communications shall be deemed delivered and effective: (i)upon the date of receipt if delivered by hand,registered mail(or its equivalent) or courier; or (ii) on the date of confirmation of receipt by answer-back from the Party to whom the notice, request, demand or other communication was given, in the case of email or facsimile. 14.5 Waiver. No Party is to be deemed to have waived or forfeited any right under this Agreement, whether on the basis of failure, delay or any other legal or equitable doctrine, unless such waiver is made in writing signed by an authorized signatory of the party against whom the waiver is sought to be enforced. Waiver of any provision, or any breach of any provision, of this Agreement in one instance shall not constitute a waiver as to any other instance. 14.6 Severability. To the extent any provision or portion thereof of this Agreement is determined to be illegal, invalid or unenforceable by a competent authority in any jurisdiction, then such determination of that provision or portion thereof will not affect: (a) the legality, validity or enforceability of the remaining provisions of this Agreement; or (b) the legality, validity or enforceability of that provision in any other jurisdiction, and that provision (or portion thereof) will be limited if possible and only thereafter severed, if necessary, to the extent required to render the Agreement valid and enforceable. 14.7 Force Majeure. Notwithstanding any other provision, neither party is liable in any way including without limitation for damages or penalty for any failure or delay in performance hereunder which is proximately caused by strikes, shortages, failure of suppliers, riots, City of Elgin-Basic Gov 12-Dec-13 19 insurrection, fires, floods, storms, earthquakes, acts of God, war, governmental action, labor conditions, internet or other telecommunications failure, or other causes beyond its reasonable control. 14.8 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Illinois. Each Party irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and irrevocably consents to the jurisdiction and venue of the circuit court located in Kane County, Illinois. The Parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising out of or connected to this Agreement. In construing, interpreting and enforcing this Agreement, choice of law principles shall not apply. The United Nations Convention on Contracts for the International Sale of Goods is inapplicable,and the Parties expressly disclaim its applicability. 14.9 Injunctive Relief. The Parties agree that a material breach of this Agreement may cause irreparable harm to either Party, for which a remedy at law may be inadequate. Accordingly, in addition to any remedies at law, subject to any express limitations under this Agreement, either Party may seek injunctive relief without posting any security. 14.10 Insurance. At all times while this Agreement remains in effect, each Party shall maintain insurance in accordance with Exhibit C. 14.11 Independent Contractors. Nothing in this Agreement will be deemed to create a joint venture, partnership, or agency relationship between the Parties or empower one Party to assume or create any obligation on behalf of the other. It is understood and agreed that CITY and CONTRACTOR are,and at all times during the Term shall remain,independent contractors. At no time shall either Party represent to any third party that it is the agent of the other for any reason whatsoever. CITY and CONTRACTOR further covenant that no authorization shall be given to any employee to act for the other Party to this Agreement. In no event shall either Party at any time have authority to make any contracts or commitments on behalf of or as an agent of the other Party. Without limiting the foregoing, CONTRACTOR and CITY agree that it will not,during or after the Term,represent itself as acting for the other Party. 14.12 Survival. The terms, conditions and warranties contained in this Agreement that by their sense and context are intended to survive the performance hereof shall so survive the completion of performance or termination of this Agreement. Without limiting the generality of the foregoing,the provisions of Sections 1 (Definitions),2.6 (Non-Solicitation of Employees), 5 (Fees, Payment Terms), 6 (Grants and Restrictions, 7 (Ownership and Feedback), 8 (Confidentiality), 9 (Representations and Warranties), 10 (Indemnities), 11 (Limitation of Liability), 12.5 (Other Termination Rules), and 13 (General) shall survive any termination of this Agreement. 14.13 Headings. The division of this Agreement into Sections and the insertion of recitals and headings are for convenience of reference only and shall not affect the construction or interpretation hereof. This Agreement was drafted with the joint participation of the Parties and shall be construed neither against nor in favour of either Party solely as a result of which Party drafted it,but rather in accordance with the fair meaning thereof. 14.14 Extended Meanings. Wherever in this Agreement the context so requires,the singular number shall include the plural number and vice versa and any gender herein used shall be deemed to include the feminine, masculine or gender neutral and "person" shall include an individual, partnership, corporation, joint stock company, trust (including a business trust), unincorporated association, joint venture, or other entity or a government or any agency, department or instrumentality thereof. The terms"hereof', "herein", "hereunder" and similar City of Elgin-Basic Gov 12-Dec-13 20 expressions refer to this Agreement and not to any particular Section or other portion hereof and include any agreement supplemental hereto. The terms"provision"and"provisions"refer to terms, conditions, provisions, covenants, obligations, undertakings, warranties and representations. The term "includes" or "such as" shall be construed as meaning "includes without limitation"and"such as without limitation",as the case may be. 14.15 News Releases. The CONTRACTOR may not issue any news releases without prior approval from the CITY, nor will the CONTRACTOR make public proposals developed under this Agreement without prior written approval from the CITY prior to said documentation becoming matters of public record. 14.16 Language. This Agreement will be interpreted and performed in the English language regardless of any translation into any other language. 14.17 Counterparts. This Agreement may be executed in two or more identical counterparts, facsimile counterparts or electronic counterparts, each of which when executed by a Party shall be deemed to be an original and such counterparts shall together constitute one and the same Agreement 14.18 Execution and Signature Dates. Signing of this Agreement and transmission of the signed Agreement by facsimile or electronic document transfer will be acceptable and binding upon the Parties hereto.This Agreement shall be binding when the Agreement has been signed once by each of the Parties and shall take full force and effect as of the Effective Date regardless of any other dates appearing in the signature block. Subsequent signatures on additional copies, or the lack thereof,shall not have any impact on the enforceability of this Agreement. 14.19 Handwritten Chafes. Any handwritten changes made to this Agreement (with the exception of the Effective Date when the Effective Date is handwritten onto the Agreement) must be initialed by all Parties in order to be binding on the Parties. IN WITNESS WHEREOF this Agreement has been duly signed and executed by the Parties hereto in two original copies on the date written above. CONTRAC-40F.INC. CITY GIN By: By: - Name: 1 C%40JEL- id Name: Sean R. Stegall Title: Title: City Manager Date of Facsimile or n, Date of Facsimile or Electronic Document Signed: �� 13 ` Electronic Document Signed: Date Original Signed: Dec 3 2 f 3 Date Original Signed: December 18, 2013 City of Elgin-Basic Gov 12-Dec-13 21 Exhibit "A" The City Elgin,of IL -A." ELGIN THE CITY IM THE SUBURBS- Statement of Work for Cloud Based Technology Solution December 11, 2013 ft;01* SasicGov Statement of Work Contents 1. Glossary....................................................................................................................3 2. Introduction..............................................................................................................5 3. Project Scope...........................................................................................................5 3.1 Scope Overview.........................................................................................................5 3.2 Scope (Functional areas)for the Cloud Based Technology solution.........................6 3.3 Code Enforcement& Inspection, Permitting and Licensing.......................................6 3.3.1 Code Enforcement& Inspections...............................................................................6 3.3.2 Permitting...................................................................................................................8 3.3.3 Business Licensing ....................................................................................................9 3.4 Planning and Subdivision.........................................................................................10 3.5 311 Integration.........................................................................................................13 3.6 Payment Processing................................................................................................13 3.7 Billing........................................................................................................................15 3.8 Work and Asset Management..................................................................................18 3.8.1 Asset Management..................................................................................................19 3.8.2 Work Management...................................................................................................19 3.8.3 Preventive Maintenance...........................................................................................20 3.8.4 MRO Inventory Management...................................................................................20 3.8.5 Security....................................................................................................................20 3.8.6 Billing and Payments Integrations............................................................................21 4. Project Management..............................................................................................21 4.1 Activities...................................................................................................................21 4.2 Deliverables.............................................................................................................22 4.3 City Responsibility....................................................................................................22 5. Implementation Approach.....................................................................................22 5.1 Research, Requirements, and Analysis...................................................................23 5.2 Design Solution (Analysis and Detail Design)..........................................................25 5.3 System Development-Code and Unit Test.............................................................26 5.4 Training....................................................................................................................26 5.5 Testing—Integration, System, and User Acceptance Testing.................................27 5.6 Data Migration..........................................................................................................28 5.7 City Cloud Based Technology Solution Deployment................................................29 5.8 City Cloud Based Technology Solution Final Acceptance.......................................30 6. Assumptions ..........................................................................................................32 7. Staffing....................................................................................................................35 8. Project Plan ............................................................................................................37 9. Signatures...............................................................................................................38 Appendix A — Change Control .............................................................................39 Appendix B — Dispute Resolution........................................................................41 Appendix C — Scope and Requirements .............................................................42 AppendixD —Fee Schedule ..................................................................................43 Company Confidential-For internal use only Page 2 of 43 v* saslcGov Statement of Work 1 . Glossary 1. Action triggers-Time-dependent actions to the workflow rule.Immediate actions trigger once evaluation criteria are met.Time-dependent actions specify when SalesForce executes the workflow action. For example,automatically send an email reminder. 2. Apex Code—Is force.com's application platform,apex provides a complete set of features for building business applications—including data models and objects to manage data,a workflow engine for managing collaboration of that data between users,a user interface model to handle forms and other interactions. 3. Apex Trigger-A trigger is apex code that executes before or after some of the following operations: insert,update,delete,merge,upsert,undelete. 4. Asset Hierarchy-A parent-child relationship between Asset Tag records that enables a Tree View control to provide a visualization of assets to facilitate ease of user navigation. The hierarchy is created by specifying the Parent Asset Tag on an Asset Tag record. This capability enables the user to create a visual representation of a collection of Asset Tag records; i.e.Building,Floor,Area,Room, Equipment,Component. A single building may be comprised of multiple floors. Within each floor, there may be one or more Areas. Within each Area,there may be multiple Rooms. Contained in a Room,there may be multiple pieces of equipment that may have a further breakdown of serialized components(pumps,motors,valves). 5. Asset Tag-A unique record identifying a building,room,vehicle or piece of equipment. Preventive Maintenance(PM)Schedules are setup on Asset Tag records to perform pre-planned,recurring maintenance. Corrective Work Orders are also directly related to Asset Tags. 6. Batch APEX—Used to build complex, long-running processes.For example,a developer could build an archiving solution that runs automatically on a nightly basis. 7. Case Type-These may include,but not limited to,broken windows,no hot water,no drinking water, non functioning sewer system,infestation of insects,non functioning heating system,inadequate maintenance of the building exterior and/or interior,etc. 8. Code enforcement(code)type-Property Standards and Zoning Codes violations which is usually regulated administered and enforced by the code department. 9. Field level security- Field-level security settings let administrators restrict users' access to view and edit specific fields. 10. JAD Session-JAD stands for"Joint Application Development".JAD is a requirements-definition and software system design methodology in which stakeholders,subject matter experts(SME),end-users, software architects and developers attend meetings to work out details. 11. MP2—The City of Elgin's current legacy system. 12. MRO-Maintenance,Repair,and Operations. 13. Objects Level Security- Enables users to do their job without exposing data that they do not need to see,provides a flexible,layered sharing design that allows you to expose different data sets to different sets of users. Company Confidential-For internal use only Page 3 of 43 Y;4 BasicGov Statement of Work 14. Ordinance complaint type- Complaints or inquiries about any type of suspected violation or complaints(i.e. about overgrown lots,dangerous buildings, inoperative vehicles,and improperly stored materials). 15. Profile Hierarchy- Profiles hierarchy determines what the user can see when a change needs to be made to numerous profiles within in a grouping;you only need to make a change to one and it rolls down to the rest. 16. Project Team—The individuals involved in the implementation and deployment phase of the project, for the Cloud based solution BasicGov is proposing to the City of Elgin. 17. Role Hierarchy-Determines the access users have to records that they do not own, including records they do not have sharing access to but someone below them in the hierarchy does. 18. SFTP- Secure File Transfer Protocol is a secure version of File Transfer Protocol(FTP),which facilitates data access and data transfer over a Secure Shell(SSH)data stream. It is part of the SSH Protocol.This term is also known as SSH File Transfer Protocol 19. Work Order Record Type-A Record type is a feature of the Force.com platform that enables a high level of classification of an object record. One of the features of a record type is the ability to present the user with a different page layout(different fields,sections and related lists)thus tailoring the appearance and enabling different business processes. Example,a Work Request and an Emergency Work Order,while still representing a record in the Work Order object,can present the user with a different set of fields. Company Confidential-For internal use only Page 4 of 43 ter, BasicGov Statement of Work 2. Introduction This Statement of Work is to implement the requirements of RFP#13-011,which describes requirements for extending the Salesforce.com platform utilized by the 311 CRM application, previously implemented(the "Project"). The primary functional areas included in this solution are Permitting, Inspections and Enforcement, Planning and Subdivision, Billing, Payment Processing, Work Management (Asset), 311. The solution is being provided by BasicGov in partnership with: Monexa, AssetOptics, Unisys and its partners,who will be referenced to collectively as the "Project Team" or"PT" in this Statement of Work. This SOW will be conducted pursuant to the terms and conditions of the BasicGov Systems Inc. Implementation Services Agreement entered into between the City and BasicGov Systems Inc. (the "Agreement"),with an Effective Date of 11-1 , 20, 13. All defined terms in this SOW that are not specifically defined herein remain as defined in the Agreement. 3. Project Scope 3.1 Scope Overview This SOW describes the services the Project Team will perform and the roles and responsibilities of each party, for the implementation of the Project. The PT will assist the City with designing, configuring,testing and deploying the cloud based technology solutions as set forth in this SOW. The estimated period of performance for the work described in this SOW is Date: , 20,_through Date: , 20,_. As set out in this SOW,the PT will provide the services listed below: 1. Project Management(Section 3) 2. Design, Configure and Test the Cloud Based Technology Solution(Section 4) • Research, Requirements, and Analysis • Design solution (Analysis and Detail Design) • Test Planning • System Development- Code and Unit Test • Training • Testing - System, Integration, and User Acceptance Testing • Data Migration • City Cloud Based Technology Solution Deployment 3. Deploy the solution and provide Post Production support Company Confidential-For internal use only Page 5 of 43 b;A� BasicGov Statement of Work 3.2 Scope (Functional areas) for the Cloud Based Technology solution The functionality and the features in each functional area to be implemented in each of the Cloud Based Technology Solutions modules are listed in Appendix C to this SOW—Scope of Requirements. The implementation process will be broken up into two phases: the first will consist of Code Enforcement and Inspections; and the second phase will include Permitting, Planning and Licensing. Any deviation from the scope described in Appendix C will be dealt with pursuant to the Change Request Process outlined in Appendix A. 3.3 Code Enforcement & Inspection, Permitting and Licensing 3.3.1 Code Enforcement& Inspections Re-inspection timeframes can be established per ordinance. To manage this workflow, ordinances need to be imported into the BasicGov system. Customer is responsible for providing ordinance information in an import-ready format using the field mapping provided by BasicGov. The requirements in scope for this functional area are listed in Appendix C—Scope of Requirements(Items 1.1 through 1.51 specific to code enforcement and Inspection). Listed below are the clarifications for those requirements. 1. Configure up to 10 Roles total for the Code Enforcement and Inspection application 2. Configure up to 20 Code Enforcement types using one page layout. Configuration of Code Enforcement Subtypes as per below. • Landscape Issues ■ High Grass ■ Overgrown Bushes/Shrubs • Exterior Property Issues ■ Fence ■ Shed ■ Graffiti ■ No Building Number ■ Debris ■ Pool ■ Stairs • Interior Property Issues ■ No Water ■ No Heat ■ No Electricity ■ Pest and Rodent Control ■ Tenant Issues • No Permits ■ Fence ■ Shed ■ Building ■ Mechanical Company Confidential-For internal use only Page 6 of 43 Qas"Gov Statement of Work ■ Electrical • Plumbing • Home Based business ■ Repair Shop ■ Day Care • Improper Signage • Handicap Issues ■ Adequate Parking • Accessibility • Building Damage Report ■ By Fire ■ By Storm • By Vehicle • Environmental Issue • Inoperable Vehicle • City Defined (7 Types) 3. Tracking of up to 5 common fields across all code enforcement record types • Location Information • Zoning information from GIS as appropriate (for inspector assignment) • Other special fields ■ Reported By ■ Contact Information ■ Status 4. Tracking of key dates • Reported Date • Close Date 5. Configuration of dynamic workflow rules to connect SFDC 311 Case Types to Ordinance Complaints Types o The City will define up to 20 case or code types to be implemented 6. Configuration of ordinance, inspection, and violation workflow rules and tasks for each record type. o Example: tall grass (BasicGov will provide for each record type) ■ 7 day second inspection ■ 1 warning, 7 day re-inspection ■ Violation, 7 days until re-inspection ■ Fines issued, ■ Contractor Hired ■ Fee payment workflow 7. City to translate ordinance into common language fee rules. o Tracking of payment status 8. Configuration of Inspection workflow for each record type based on ordinance rules via itinerary and queue based inspection management process. o Inspection Types ■ Initial Inspection ■ Re-inspections 9. Configuration of Letters for delivery to customers o Up to one letter template per violation/ordinance type is included. BasicGov and the City will work together to minimize the quantity of custom letters. Company Confidential-For internal use only Page 7 of 43 POP lsasicGov Statement of Work 10. The following adjudications functions will be provided (Adjudication is subject to additional implementation as defined below): • Creation of a docket/binder to assemble information related to a"case" into single area for easy access and printing • Assignment of staff to a"case" • Scheduling of staff to attend and present the "case" in a venue or court of law. • Recording and tracking case results and associated follow-ups related to the case and recommended compliance requirements 11. Training o Each Sub-contractor will provide the City training based on their specific solution offering. The training specifications outlined in this SOW document are suggested recommendation based on each vendors past experience with similar projects. 0 311 Counter Staff ■ Limit of 8 staff per session, up to 2 sessions of up to 4 hours each ■ Post Go Live Refresher— 1 session—2 hours o Inspection staff ■ Limit of 8 staff per session, up to 2 sessions of up to 3 hours per session, training will be done on-site at the City's location. 3.3.2 Permitting The requirements in scope for this functional area are listed in Appendix C—Scope of Requirements (Items 1.1 through 1.51 specific to permitting). The clarifications to the Permitting related requirements are outlined below. 1. Up to 10 Roles will be configured for Permitting with up to 15 record types will be configured, with up to 10 custom fields per record type. One 1 per Layout for each record type will be created: • Building—Commercial • Building—Residential • Building—Temporary Structure • Occupancy • Temporary Occupancy o Electrical o Mechanical • Plumbing • Demolition • Operating • Land Disturbing • Structure Encroachment • Special Events ■ Only Special Events permit has a checklist ■ Limited to questions provided ■ Configure up to 5 workflow rules based on questions asked • Customer Defined(2 record types) 2. Tracking of up to 5 common fields across all permitting record types is included o Zoning information from GIS Company Confidential-For internal use only Page 8 of 43 BasicGov Statement of Work o Other special fields ■ Review requirements ■ Other considerations 3. Tracking of four key dates is included o Issue Date o Expiration Date o "Finaled" Date o CancelledNoided Date 4. Configure 1 Fee rule for each record type based on work items. Up to 5 fields will be used as part of fee rule. It is up to the City to translate ordinance into common language fee rules. o Tracking of payment status 5. Configure 1 Submission requirement for each record type. o Configure one rule based on submission status 6. Configure Inspection workflow for each record type based on ordinance rules via itinerary and queue based inspection management process. o Inspection Types ■ Initial Inspection ■ Re-inspection 7. Configure approval process o Up to four approvals or tasks per record type 8. The PT will provide the following Training sessions o Permit Counter Staff • Limit of 8 staff per session, up to 2 sessions, with each session up to four hours (Pre Go Live) • Post Go Live Refresher— 1 session for up to 2 hours, with a maximum of 8 staff. o Inspection staff ■ Limit of 8 staff per session, up to 2 sessions of up to 3 hours per session. 3.3.3 Business Licensing The requirements in scope for this functional area are listed in Appendix C—Scope of Requirements—Items 1.1 through 1.51 and specific to Business Licensing. The scope clarifications are listed below. 1. Configure up to 10 Roles total for the Business Licensing functional area 2. Configure up to 6 Licensing record types (listed below) with up to 10 custom fields per record type. Create 1 Page Layout for each record type listed below • Business License • Contractor License o Rental License • Liquor License • Customer Defined(2) 3. Tracking of up to 5 common fields across all permitting record types • Zoning information from GIS as appropriate • Other special fields Company Confidential-For internal use only Page 9 of 43 IBasicGov Statement of Work ■ Review requirements ■ Other considerations 4. Tracking of key dates o Issue Date • Expiration Date • CancelledNoided Date o Renewal Dates 5. Configuration of I Fee rule for each record type. Up to 5 fields used as part of fee rule. It is up to the customer to provide BasicGov with a comprehensive fee table schedule. o Tracking of payment status 6. Configuration of 1 Submission requirement for each record type. o Configuration of one rule based on submission status 7. Configuration of Inspection workflow for each record type based on ordinance rules via itinerary and queue based inspection management process. 8. Configuration of approval process o Up to four approvals or tasks per record type 9. Configuration of Licensing Certificate o One Certificate per license type. 10. Training o Licensing Staff ■ Limit of 8 staff per session, up to 2 sessions. ■ Pre Go-Live - 2 sessions for 4 hours ■ Post Go Live Refresher— 1 session—2 hours o Inspection staff ■ Limit of 8 staff per session, up to 2 sessions. ■ Sessions for 3 hours each 3.4 Planning and Subdivision The requirements in scope for this functional area are listed in Appendix C—Scope of Requirements (Items 2.1 through 2.30). The scope clarifications for those requirements are listed below. 1. Configure up to 10 Roles total for the Planning and Subdivision functional area 2. Planning Projects related requirements include • Configure up to 5 Planning and Subdivision Project Record Types following a single page layout format with tracking and workflows defined below. ■ Permit ■ Land Use ■ Site Plan ■ Subdivision • The following information will be tracked at the Project Level ■ Project Name ■ Project Type ■ Status ■ Project Coordinator ■ End Date Company Confidential-For internal use only Page 10 of 43 Pa; sasicGov Statement of Work ■ Closed Date ■ Cancelled Date o The following lists will be related to Project ■ Applications ■ Permits ■ Contacts ■ Activities ■ Properties ■ Attachments ■ Project History 3. Configure up to 5 Land Use Application Types to attach to Project. Configuration of one page layout per land use application Type • Rezoning • Site Plan • Subdivision • Customer Defined(1 Type) 4. Planning Application information tracking includes the following: • Tracking of Application Types/Subtypes ■ Up to 10 Types ■ Up to 4 subtypes for each Type ■ One common page layout • Tracking of Key Dates ■ Submission Dates ■ Submission Deemed Complete Date ■ Deferral of Application Date ■ Withdrawal of Application Date ■ Return of Application Date ■ Last Activity Date ■ Term of Permit Expiration Date ■ Planning Commission Date ■ City Council Public Hearing Date ■ Board of Zoning Appeals Date • Tracking of Key Decisions ■ Detailed Description Text Box ■ Approved Definition Text Box ■ Rejected Definition Text Box ■ Staff Recommendations ■ Planning Commission Recommendations ■ City Council Decision ■ Board of Zoning Appeals Decision 5. Rezoning Application o Tracking of Key Dates ■ Submission Dates ■ Submission Deemed Complete Date ■ Deferral of Application Date ■ Withdrawal of Application Date Company Confidential-For internal use only Page 11 of 43 BasicGov Statement of Work • Return of Application Date ■ Last Activity Date ■ Planning Commission Date ■ City Council Public Hearing Date • Tracking of Key Issues ■ Current Use and Zone ■ Proposed Use and Zone ■ Description and Notes Fields • Tracking of Key Decisions ■ Detailed Description Text Box ■ Approved Definition Text Box ■ Rejected Definition Text Box ■ Staff Recommendations ■ Planning Commission Recommendations ■ City Council Decision ■ Board of Zoning Appeals Decision 6. Site Plan Application • Tracking of Key Dates ■ Submission Date • Tracking of Application Subtype ■ Up to 10 subtypes • I.e. use permit, conditional privilege 7. Subdivision Application • Tracking of Key Dates ■ Plat/ Site Plan Date ■ Submission Date ■ Preliminary Plat approved ■ Preliminary Plat Valid until ■ Final Plat Received ■ Final Plat Valid until ■ Final Plat Recorded • Tracking of Key Items ■ Plat Title ■ Subdivision Name ■ Plat Preparer ■ Lots ■ Infrastructure Required ■ Description and Notes Fields ■ Detailed Description Text Box ■ Approved Definition Text Box ■ Rejected Definition Text Box 8. General Configuration • Tracking of Status • Applicant Information and Type • Parcel/Addresses in Plan • Configuration of one letter per application Type. • Configuration of Condition screen for each application type ■ Generic Condition Type for each application Company Confidential-For internal use only Page 12 of 43 sasiccov Statement of Work ■ Configuration of Status for condition fig • Configuration of 1 Fee rule for each application type. • Configuration of 2 Submission requirement for each application Type • Configuration of up to 5 Approvals/Review Types per application • Related Lists to Application ■ Submissions ■ Reviews ■ Activities ■ Conditions ■ Fees ■ Payments ■ Attachments ■ Application History ■ Related Permits • Limit of 8 staff per session, up to 2 sessions for 4 hours per session. • Post Go Live Refresher— I session—2 hours,training will be conducted on- site at the City's location. 3.5 311 Integration The requirements in scope for this engagement are listed in Appendix C—Scope of Requirements (Items 3.00 through 3.04). The scope clarifications for the requirements are listed below. 1. Module Integration to City's Salesforce.com 311 solution- Creation of buttons, triggers, and/or workflows as needed to trigger actions inside the Cloud Based Technologies modules from within a 311 case. • Up to 10 action triggers created in any combination across the functional areas. • The actual implementation(e.g. button, apex trigger, and workflow)will be determined during the design of the project and can be any of these types of integration within this limit. 2. Customer Portal updates to allow single authentication and allow the user to "start a transaction"within the BasicGov,AssetOptics or Monexa modules. • Up to 10 transactions enabled from the customer portal • These will be delivered via the calling of a URL or one method via code for each transaction defined. • Delivery of the actual transaction to the Customer(e.g. bill payment) will be handled by the appropriate functional area configuration 3. ESRI GIS integration support and existing layout updates o Includes map update to incorporate new ESRI based information that is made available through the various functional areas. 3.6 Payment Processing The requirements in scope for this functional area are listed in Appendix C—Scope of Requirements(Items 4.00 through 4.31). The scope clarifications for the requirements are listed below. Company Confidential-For internal use only Page 13 of 43 0_X*0 BasicGov Statement of Work 1. The PT will provide up to 2 days of Payment Processing functional area training o Training to be provided: • High Level System Training • System Structures - Product Catalog Structures—Including: o Plans o Services o Service Groups o Products o Plan Pricing • System Structures - Account Structures—Including: o Providers o Offices o Accounts o Subscribers • Monexa Admin Portal Introduction • In depth system training • Creating and Maintaining the Product Catalog • Managing the Customer Base • Manual Interventions(Processing Manual Payments, Credits and Refunds) • Reporting Training • Introduction to the Monexa Reporting • High-level overview of out of the box reports • In depth look at reports recommended to Elgin • City Customer Portal Training • Introduction to the Cities Self-Service Portal • Walk-through of possible customer activities and user experience • Training for the payments portion will be done remotely. • Each training session will be for a maximum of 15 participants 2. When applicable, payment triggers the option to download an associated document or notification/document sent via email (Requirement 4.11 in Appendix Q. o Assumptions ■ Payments are processed via the Self-Serve Portal ■ Document that is sent to customer is generic in nature o Solution • City staff will upload documents onto the Administrator page of the Self-Service Portal • City citizens log into their account using the Payment Systems self- service portal. ■ Citizens process a successful manual payment ■ Self-Serve portal automatically emails generic document to a citizens email address on file 3. Payment Processor Setup o The PT has proposed a solution that the city of City will utilize one of the listed payment providers. ■ Cybersource ■ Authorize.net Company Confidential-For internal use only Page 14 of 43 easicGOV Statement of Work ■ Chase Paymentech ■ Beanstream (preferred vendor) ■ Global Payments 4. The City will pay all of the transactional and payment processing fees directly to the processor 5. Provide the ability to view prepaid credit cards balance without making a payment (Requirement 4.22 in Appendix Q. • An City employee will initiate the information retrieval process by: • Swiping a prepaid card or manually entering card information into the payment system • The system will call the payment processor for balance and return information • The City employee views the response that has the balance information 6. Fully integrate the payment system with City's General Ledger(Requirement 4.31 in Appendix C) • Export based on data elements already contained in the Monexa Payment Systems Data Warehouse, in common data format (CSV) • Data is exported once a day from Monexa Data Warehouse to City General Ledger System and city is responsible to import data to their General Ledger in a manner they see fit. • Export will contain a maximum of 20 fields(columns) and will contain all payments processed from 00:00:00 to 24:59:59 (HH:MM:SS) in the specified day. • Export will be generated and submitted to City the day following the transaction processing. For example, May 15ths file will contain all transaction from 00:00:00 to 24:59:59 May 14`". 3.7 Billing The requirements in scope for this functional area are listed in Appendix C—Scope of Requirements (Items 5.00 through 5.90). The clarifications for the requirements are listed below. Training for counter staff will be done by BasicGov; Monexa will conduct training for the back-end on the water billing side, program creation, etc. 1. Provide up to 2 days of Billing module training • Training to be provided: ■ High Level System Training ■ In depth system training ■ Reporting Training ■ City Customer Portal Training • Training for the billing portion will be done remotely. • Each training session will be for a maximum of 15 participants 2. Setup Billing Rules for(Requirements 5.49 in Appendix C): o Dunning notices o Email Notifications 3. Import of existing Citizen data in a single List— 1 test import, 2 production imports, will provide a standard template to City (no data cleaning or transformation) Company Confidential-For internal use only Page 15 of 43 BasicGov Statement of Work 4. Provision the City's instance of the Monexa Billing System. 5. Configure Product Catalog—including 5 Plans, 2 Price Books per Plan and 2 Price Sheets per Price Book 6. Provide the ability for a onetime exemption per year for penalties - annual mass update (Requirement 5.18 in Appendix C) o City submits file to the Billing System with account and penalty exemption amounts on a predetermined date, once per year. o File must contain: ■ Account Identification(such as Billing System Internal Account ID OR Billing System User ID and External Group ID), ■ Amount of negative line item ■ Description to be placed on customers invoice for negative line item) ■ Line Item Date • File is delivered to SFTP site by City • Monexa Billing System processes file and generates a single negative line item for each file line • Negative line item is for account and amount specified in file and contains line item description to denote it is for penalty exemption • Negative line item is included in citizens next invoice 7. The Billing System will compare average and seasonal usage to current bill usage and create error message (consumption too high or too low) if necessary (Requirement 5.24 in Appendix Q. • The previous seasonal usage exists within the Monexa Billing System • City employee initiates report generation via the Monexa Billing System Administrative Portal • City specifies seasons within the Monexa Billing System(for example Winter = December thru February) • The Monexa Billing System will generate reports using the Billing System Data Warehouse • The Monexa Billing System will compare current month's usage with seasonal average from previous year for the same account. If there is a discrepancy of more than 10%the account is identified in the report. 8. Be able to customize error messages for billing (no usage,negative usage etc.) (Requirement 5.25 in Appendix C) • Error conditions to be determined by City and incorporated into invoice presentation • Custom Invoice Presentation by Monexa Billing System • Invoice generated via Monexa Billing System Get Document • If account meets error requirement, error is displayed on Invoice upon generation • Maximum of 5 error conditions to be created and implemented 9. Account review for billing should be limited to accounts with error messages (Requirement 5.26 in Appendix Q. • Report generated by City using data in the Monexa Billing System Data Warehouse • City employee initiates report generation via the Monexa Billing System Admin Portal • Usage information is added to the Monexa Billing System Company Confidential-For internal use only Page 16 of 43 gao* 6asicGov Statement of Work • On accounts billing day, Monexa Billing System totals up usage, calculates amounts owed including usage and recurring amounts, invoices and bills the citizen • Accounts who meet predefined conditions are identified and included in the Billing Errors report • City employee initiates report generation 10. Ability to let the system automatically estimate reads based on prior years usage (Requirement 5.29 in Appendix C) • City identifies accounts which require estimates • Estimations are based on historical data within the Monexa Billing System Data Warehouse • Estimate can be created and fed back into billing system for billing from the Billing System Data Warehouse to the Billing System o Before account billing occurs, estimations are generated • Estimations fed into billing system via the API for billing 11. Ability to automatically add Surcharge to fourth estimate bill (Requirement 5.33 in Appendix C) • Single Surcharge amount consistent across all citizens • Surcharge is setup in Monexa Billing System • To update Surcharge Amount, Monexa Billing System must be given one weeks' notice and complete the update on behalf of City • Surcharge is only added to invoice on the fourth consecutive estimate • Identify accounts with$0 Usage Data for the billing period • Create Usage estimation as follows: Average of all previous periods usage data • On fourth estimation, surcharge line item is added 12. Ability to generate shut off eligibility list and to be able to manipulate account eligibility based on promises to pay (Requirement 5.47 in Appendix C). • City employee initiates report generation via the Monexa Billing System Admin Portal • As accounts fail payment within the Monexa Billing System,their status is updated to show they are delinquent • City employees can also manually update an accounts status • Based on status updates, a report is generated outlining accounts who should be shut off 13. Ability to add penalties to specific services based on a percentage (Requirement 5.48 in Appendix Q. • Penalties are added for late payments and citizens are billed monthly • Citizen pays invoice after certain number of days after invoice due date • Penalty based on percentage applied to next invoice generated for citizen • Percentage is consistent across all citizens 14. Ability to create a detailed and summary trial balance report in total and by account status (Requirement 5.60 in Appendix Q. • Custom report to be specified during the Design stage—information in report is limited to information available within the Monexa Billing Systems Data Warehouse. • Report limited to 10 fields/columns, including account identification and balance information Company Confidential-For internal use only Page 17 of 43 BasicGov Statement of Work o City employee generates report via the Monexa Billing System Admin Portal 15. Ability to create a report of deposits (Requirement 5.61 in Appendix C) • Deposits are processed via the Monexa Billing System • City employee generates report via the Monexa Billing System Admin Portal • Report contains Account Information(including Citizen Name, Address, and Phone Number) and Deposit Information(including amount, date and payment method) 16. Ability to flag account as cash only so it will come up on screen in cash receipts when accepting a payment(Requirement 5.85 in Appendix Q. • Make use of imbedded Monexa Billing System payment method • Modify payment acceptance pages to ensure alternate payment methods cannot be selected when account is identified as Cash in the Monexa Billing System. 17. Ability to accept payment via self service telephone (Requirement 5.90 in Appendix C) o Integration can be provided via 3rd party IVR vendor (not in the scope of this SOW) 18. City citizens can process credit card payments via self service telephone o Integration can be provided via 3rd party IVR vendor, BasicGov's preferred vendors are Plum IVR or Cybersource (not in the scope of this SOW) 19. Integration into City Order Management System (Requirement 6.02 in Appendix C) • A Single system integration • The Billing System will trigger on key account events such as creation or updates • The Order Management System has an exposed API which is available over the internet to Billing System • Make use of Billing System External Provisioning • Billing System External Provisioning sends real time notifications to an external system on account Create, Updates and Deletion. • External Provisioning Protocol is defined with the Monexa Billing System prior to City launch • Possible message formats: • HTTP Form post • HTTPS Form Post • XML over HTTP • XML over HTTPS • SOAP • SOAP over HTTPS 3.8 Work and Asset Management The requirements in scope for this functional area are listed in Appendix C—Scope of Requirements (Items 6.00 through 6.35). The clarifications for these requirements are listed below. The Asset Management functional area includes the following: Company Confidential-For internal use only Page 18 of 43 P->;O* BasicGov Statement of Work 1. Asset/Work Management 3.8.1 Asset Management 1. Configure up to 10 of Asset Tag record types along with up to 10 custom fields per record type. Create 1 Page Layout for each of the following record types (Requirement 6.19 in Appendix Q. • Building/Facility • Location(Functional Location) • Equipment • Component • Vehicle/Fleet • Light Pole o Meter o Customer Defined o Customer Defined o Customer Defined 2. Configure up to 10 Workflow processes to update the Asset Hierarchy display, one workflow rule for each Asset Tag record type mentioned above (Requirement 6.19 in Appendix Q. Establish Multi-Site Asset tracking using Departments, Service Locations, or Site (Requirement 6.19 in Appendix Q. 3.8.2 Work Management 1. Configure up to 8 Work Order record types(listed below)with up to 1 page layout and 10 custom fields per record type. • Work Request • Model Work Order for PM(Preventive Maintenance) Scheduling Process • Public Works Billable Work Order • Public Works Non Billable Work Order • Water Meter Replacement Work Order • Graffiti Clean Up Work Order o Water Shutoff Work Order o Customer Defined 2. Configure Work Order Backlog Management process to quantity the total number of planned hours by Craft for planning purposes(Requirement 6.28 in Appendix Q. 3. Configure MRO Inventory Materials planning to Work Orders. • Plan unique stock item materials to a work order. • Generate materials kitting reports for each material storeroom. 4. Configure Work Order Cost Tracking(Requirement 6.29 in Appendix C): • Labor by Employee • Miscellaneous Work Order Charges • MRO Inventory Issues 5. Configure the email channel to initiate the Work Order process (Requirement 6.26 in Appendix Q. Company Confidential-For internal use only Page 19 of 43 YAP sasicGov Statement of Work 3.8.3 Preventive Maintenance 1. Configure Preventive Maintenance (PM)process to support the automatic release of PM Work Orders for calendar based PM's (Requirements 6.24 and 6.25 in Appendix C). o Configure automatic PM release process o Configure manual PM release override o Configure for Fixed/Floating Calendar Intervals 3.8.4 MRO Inventory Management 1. Configure Multi-Site MRO Inventory Management with Automatic Replenishment Processing Notifications (Requirements 6.34 and 6.35 in Appendix C) o Configure MRO Inventory Master w/up to 10 user defined custom fields. o Setup six(6) MRO Storerooms o Create Stock Item records with Minimum stocking quantities for each storeroom. o Configure Stock Item to support a single primary and multiple secondary bin locations. o Configure automatic purchase requisition creation and an associated approval process to support the replenishment of repair parts inventory management by storeroom. o Provide an Excel template for MRO data conversion. The City will be responsible to data export from MP2 or other legacy solution and for data quality. The Unisys Team will normalize and upload data. 3.8.5 Security A detailed discovery call will determine current profiles, BasicGov will look at ways to reduce and limit profiles. 1. Establish up to 10 user profiles complete with Object and Field level security to meet City's business process requirements. o Public Works Maintenance Technician o Public Works Maintenance Planner/Scheduler o Public Works Maintenance Management o Graffiti Clean Up Team o Streetlamp Maintenance Team o MRO Supply Chain Purchasing o AssetOptics Application Administrator o Customer Defined o Customer Defined o Customer Defined 2. Record Level Security Configuration o Define & Configure Org Wide Object Defaults o Create up to 10 Roles and Role Hierarchy o Create up to 15 Criteria Based Sharing Rules for Asset Tags, Work Orders and Parts to support City's specific record visibility Company Confidential-For internal use only Page 20 of 43 0-2:;* GasicGov statement of Work 3.8.6 Billing and Payments Integrations 1. Work Orders o 311 Cases o Purpose: Create Work Order from 311 Case o Create a Work Order from a Case o Update a Case Status from a Work Order 2. Work Order o Inspection o Invoice • Purpose: Integration to Support Billable Work Order • Create BasicGov Inspection from Work Order • Use existing BasicGov Billable Inspection Task to Invoice Integration • Update Work Order Billing Information from the Billable Inspection Task 3. Work Order o Inspection o Work Order • Purpose: Integration to create an Public Works work order from a BasicGov Inspection Task performed by a Code Enforcement Officer • Create an Work Order from a BasicGov Inspection Task 4. Billing and Payment systems integrated to SunGard Financials • Purpose: MRO Inventory Issues and On Hand Inventory Valuation • CSV Export of Inventory Issues Summarized by G/L Acct. • Report of On Hand Inventory Valuation for Reconciliation Purposes • No Real Time Integration to Legacy Financial System is proposed. 5. MRO Inventory Purchase Requests to Legacy Procurement Solution • No Real Time Integration to Legacy Procurement Solution • Purchase Requests to be created automatically (batch APEX) or manually to fulfill MRO inventory based on Minimum stocking quantities. 4. Project Management The PT will assign a project manager to oversee the project and manage the project deliverables and timelines ("Project Manager"). This section details the activities, deliverables, and City responsibilities for Project Management. 4.1 Activities The Project Manager will perform the following tasks: • Develop, distribute and review the Project Plan with the City's Project Manager and stakeholders, and update it periodically when applicable. The project plan will include all activities and deliverables. • Develop, distribute and review the Resource Plan with the City's Project Manager and stakeholders, and update it periodically when applicable. • Develop, distribute and review the Risk Management Plan with the City's Project Manager and stakeholders, and update it periodically when applicable. • Develop, distribute and provide project status reports at two week intervals and project plan updates to the City's Project Manager. • Review progress and issues with the City's Project Steering Committee each month. • Monitor schedule adherence and status of the plans,reports and other deliverables that are the responsibility of the PT. Company Confidential-For internal use only Page 21 of 43 BasicGov Statement of Work • Manage outstanding issues related to the Project, and serve as a single point of contact for the City management for this effort. • Manage subcontractors, subject matter experts (SME) role of providing domain support to the project. • Conduct quality assurance reviews of deliverables set forth below. 4.2 Deliverables • Project Plan written in Microsoft Project format • Resource Plan written in Microsoft Word format • Risk Management Plan written in Microsoft Word format • Bi-Weekly Status Reports written in Microsoft Word format • Bi-Weekly Issues/Risk Register written in Microsoft Word format • Bi-Weekly deliverable status document in Microsoft Word format indicating the completion levels of each active deliverable 4.3 City Responsibility • The City will provide a single point of contact for the Project, the City's Project Manager, who will have the authority to make decisions on behalf of the City. 5. Implementation Approach The PT in conjunction with the City will finalize a phased implementation and deployment plan for rolling out the functional areas specified in section 2 above. The PT is proposing a two (2) phase project over twelve (12) months including a three (3) month warranty period for configurations and customizations. The first phase deploys the code enforcement, payment processing, and work order management functional areas beginning in Date: 1-13 , 20, 14 The remaining functional areas will be deployed on Date: 6-16 , 20,14 . The detailed project plan for the implementation can be found in Section 6, Project Plan. The implementation of the City Cloud Based solution involves configuration, some customization, and development of features and functionality. The PT will implement the eight(8) functional areas in two (2) phases. Phase 1 will implement the core functional areas, which include: • Code Enforcement and Adjudication • Payment Processing • Billing • Work& Asset Management • MRO Inventory Management Phase 2 will implement the remaining 6 functional areas, which include: • Permitting and Inspection • Business Licensing Company Confidential-For internal use only Page 22 of 43 Bas"GOY Statement of Work • Planning and Subdivision In each Phase the functional areas will be integrated into the Salesforce.com platform. The PT's approach for the implementation and deployment is outlined below. This scope of this SOW is based on the requirements for each functional area as defined in Appendix C - Scope of Requirements, and clarified in Section 2 of this document. Any deviation from the requirements described in this SOW must be submitted pursuant to the Change Request Process outlined in Appendix A. 5.1 Research, Requirements, and Analysis The objective of this stage is to validate planned functionality and to understand the existing framework. The PT will explore the systems in place today,breakdown key workflows and start to establish a common language around the project. The PT will also conduct detailed requirements workshops for each of the functional areas with appropriate staff to refine definitions of key functionality required. Interviews with other stakeholders (staff outside of the core system who need access to processes and reports) will also be conducted. Technical discussions with GIS, the Assessor office, accounting and finance will also be a part of the schedule. Key activities for each of the following functional areas Phase I (Code Enforcement, Billing/Payment processing, Work/Asset Mgmt& MRO Inventory Mgmt Phase II (Permitting, Business Licensing and Planning& Subdivision) include: 1 The PT will schedule one (1) Requirements Workshop and one (1)JAD session per functional area implemented. 2 Identify all SMEs to attend the Requirements Workshops and JAD sessions During the Workshop/JAD sessions the PT will, for each functional area: 3 Consult with SMEs in each functional area • Identify existing workflows, • Identify desired improvements, • Identify all areas where information currently misleads or "goes missing", o Reconfirm all external consumers of data. • Identify all users (internal/portal). • Identify user roles. 4 Review RFP requirements as defined in the Proposal,this SOW and clarify any misunderstandings and definitions. 5 Identify all data sources: (spreadsheets, databases, SOPS, etc.) 6 Document JAD session results 7 Define a list of integration points will be defined into the Cities current 311 solutions as well as between the cloud based modules as needed. 8 Identify documentation needs (applications, letters, etc.) 9 Define requirements for custom reporting 10 Define training requirements 11 The PT will revisit all information and perform a"Gap Analysis"to identify any gaps that might existing in the system, data sources, or any other factor that impacts Company Confidential-For internal use only Page 23 of 43 ""— gas"GdY Statement of Work the project. The PT and the City will work together to identify solutions to the Gaps. • Provided detailed listing (gap register) in the Requirements Document of information gaps (data, workflow, etc)that is needed to complete the final specification with due dates. • Detailed list of in scope/out of scope items. 12 Acceptance Criteria will be included in the Requirements document 13 Review Requirements Documents by City staff, maximum 10 days.Note: an extension can be requested via email in the event major changes must be made so long BasicGov and the City of Elgin agree prior to sign-off. Deliverables/Signoff: (Iteration 1) 1. Requirements Document • Code Enforcement and Adjudication • Payment Processing • Billing • Work& Asset Management • MRO Inventory Management Deliverables/Signoff: (Iteration 2) 2. Requirements Document • Permitting and Inspection • Business Licensing • Planning and Subdivision Assumptions: 1. The schedule for the Workshops and JAD sessions will vary based on City staff availability. Once the sessions are scheduled a change order may be required to move the session to a different day. 2. All documentation will be written in English. 3. Extensions to the system and technology requirements as identified in this SOW will be subject to the change request process. 4. The scope of this SOW is based on a specific set of modules to be implemented a. Code Enforcement+Adjudication b. Permitting c. Planning d. Licensing e. Billing f. Payment Processing g. Asset/Work Management h. MRO Inventory Management 5. Gaps not closed/validated as per proposed timelines will be handled through the Change Request Process 6. New requirements will be handled via the Change Request Process Company Confidential-For internal use only Page 24 of 43 BasicGov Statement of Work 5.2 Design Solution (Analysis and Detail Design) This represents the final stage of analysis and is the culmination of all work by the PT and the City. Once the solution design for each of the Cloud based Technology functional areas is completed and approved,the implementation and go live schedule will be finalized. The design will include the cutover strategy and any data and external interface specifications. Key activities: 1. Develop a Design document for each functional area which will include: • System Configuration Definitions • System Customization Definitions ■ Triggers/APEX Code • System Interface Definitions ■ Interface Listing w/summary definitions • Workflows ■ Process Flow Diagrams—process description ■ Workflow Listings • Portal Interaction • Data Load requirements • Permissions • Page layouts • Fees o Letters • Reports • Custom Field List by Objects • Record type List • Page Layout List • User Profile List • Role/Hierarchy & Sharing Rule List o Email Notification Lists o Report& Dashboard List 2. Conduct a Design Review meeting for each of the functional areas Deliverables/Signoff. 1. Design Specification Document for each functional area Assumptions: 1. The PT assumes that the City will provide staff that will be active in the Design development and be able to give direction when questions arise. This is the same staff that will review the final design for accuracy and recommend sign-off. 14 Once the design document has been presented to the City for review,the City will have 5 business days to either provide written notice of(i) acceptance of the design or(ii) deficiencies that need to be corrected for acceptance. The City's failure to provide such written notice for either(i) or(ii) above within 10 business days Company Confidential-For internal use only Page 25 of 43 sasiicGov Statement of Work following delivery of the design document to the City shall constitute deemed acceptance of the design document as presented.Note: an extension can be requested in form of an email so long as BasicGov and the City of Elgin agree prior to sign-off. 2. 5.3 System Development - Code and Unit Test The key objective of this step is to build out the new system to implement the City's requirements. It is during this step that the initial data migration will take place. Key activities: 1. Configure System 2. Develop Customizations 3. Develop Custom System features 4. Configure Workflows 5. Develop Interfaces 6. Generate Letter Template(s) 7. Load Initial Data Deliverables/Signoff: 1. Unit tested code for each module delivered for Testing Assumptions 1. The PT will conduct regular configuration reviews with the City Staff in order to 2. Gain early conditional acceptance on page layouts 5.4 Training The PT will provide training to the City personnel on each Cloud based Technology functional areas, including end user training and technical knowledge transfer sessions. This section details the activities, milestones/deliverables, and also the City responsibilities for the training related activities. Key Activities • Develop, distribute and review the training plan with the City's Project Manager and stakeholders o This plan will define the type and number of training classes that will be delivered. • Develop, distribute and review End User(i.e., Agents, Supervisors, Administrators, Department personnel, etc.) Training Material with the City's Project Manager and stakeholders for • The PT will conduct Train-the-Trainer sessions for four(4) City Training resources. Company Confidential-For internal use only Page 26 of 43 fts GasicGov Statement of Work Deliverables • Training Plan • End User Training Materials • End User Training Sessions (per functional area) • One Train-the-Trainer Session for each class developed. City Responsibility • The City will assign the appropriate resources to review and approve the Training Plan and related materials. • The City will schedule the training sessions and schedule the resources to attend the training sessions. • The City will identify the appropriate IT/Call Center resources to attend the knowledge transfer sessions. • The City will provide the training room including personal computers, iPads, desk, chairs, and projector for the training session. • City is responsible for training of City staff on new hardware i.e. iPads. • The City will identify four(4)resources to attend the train-the-trainer session. • The City will identify and assign a City Trainer to co-facilitate the third Departmental End User Training session, and conduct the fourth Departmental End User Training session. 5.5 Testing — Integration, System, and User Acceptance Testing The PT will conduct testing activities based on the configurations, integration, and other platform customizations made to the SFDC platform for the City in support of their Cloud Based Technology solution Initiative. This section details Activities, Milestones/Deliverable, and City responsibilities for Testing. Key Activities • Develop, distribute and review the Test Plans for System,Integration, Data Conversion, and User Acceptance with the City's Project Manager and stakeholders. • Develop test scenarios and scripts for those requirements and Interfaces that are designated as the responsibility of the PT's resources, with input from City resources as required by the PT. • Test plan, cases and scenarios will be based on the design documents. • For each configuration item to be system and integration tested under this SOW,The PT will migrate the scripting and configurations from the Development(DEV) environment to the Quality Assurance and Test(TST)environment after the successful completion of unit testing by the PT. • Perform system and integration testing per the approved system and integration test plans. • Report to City Project Manager and stakeholders the results of system, integration, and data conversion testing activities. • Resolve significant deviations from the approved Design Document that arise from the testing designated as the responsibility of the PT. This will consist of: o Validation of the Cloud Based Technologies functional areas Company Confidential-For internal use only Page 27 of 43 ;o sasicGov Statement of Work • Validation of the Cloud Based Technologies integration points into the Cities 311 solution. • Perform fixes as necessary to correct any nonconformance of the deliverables • Resolve minor deviations from the Design Document or the Technical Design Document pursuant to a mutually agreed upon schedule. • Coordinate the logistics of the User Acceptance Testing activity with the City resources Deliverables • Test Plans • System • Integration • Data Conversion • User Acceptance • Testing Results • Cloud Based Technology modules implemented ■ Based on the approved requirements and design specifications • Solution Integration • Data Migration City Responsibility • The City will assign appropriate resources to review and approve the test plans (system, integration, data conversion, and user acceptance). • The City resource will conduct one (1)User Acceptance Test(UAT) for each functional area and Interface configured. • The City will identify the appropriate resources to coordinate User Acceptance Testing activities with City resources. • The City will identify and assign call center, IT, and departmental resources to perform user acceptance testing activities. • The City's User Acceptance Testing Coordinator will report the results of User Acceptance Testing activities to the PT and City stakeholders. 5.6 Data Migration Key Activities The City is interested in converting data from the following three legacy systems: • SunGard ERP • DACRA Code Enforcement • Data Stream MP2 (for building Maintenance) The PT will provide a template for the City to use in their migration effort. This section details the Activities, Milestones/Deliverable, and City responsibilities for Data Conversion. The PT will provide the following to help facilitate the data conversion: Company Confidential-For internal use only Page 28 of 43 . GasicGov Statement of Work • Data dictionary which contains a catalog of the fields and a description of the data • An Import mechanism for data migration • Will create a Data Migration Plan from legacy CMMS (MP2) for: • Assets • MRO Inventory • MRO Suppliers • The PT will facilitate a data mapping workshop and provide templates into which the data is to be populated • Existing Preventive Maintenance Scheduling or Work Order History Data Migration is NOT included. Deliverables • Data Migration Plan • Data File Template(s) City Responsibility • The City will work with the PT to develop the Data Migration plan. • The city of Elgin will make best efforts to review and approve deliverables, in a timely manner. BasicGov will communicate with the City on the impact of delayed decisions. • The City will review, approve and accept the Data Migration template. • The City will be responsible for cleansing their data prior to migration. • The City will validate the data records were imported into the production instance of the Cloud Based modules. 5.7 City Cloud Based Technology Solution Deployment This section details the Activities, Milestones/Deliverable, and City responsibilities for Deployment for each of the two phases described previously. Key Activities • Develop, distribute and review the Deployment Plan and checklist with the City's Project Manager and stakeholders. • Migrate the configurations to the production environment and test the migration. • Complete the list of activities on the Deployment Checklist. • For each Cloud Based Technology functional area, launch into production mode following the completion of the activities in the Deployment Checklist(Go Live). • Provide (45) calendar days of on-site and/or off-site assistance (Final Acceptance Period) after Go Live. All parties will work to minimize on site assistance, as extra onsite assistance will require travel costs to be incurred. Deliverables • Deployment Plan and Checklist • Deployment Checklist Complete • Configurations migrated to production Company Confidential-For internal use only Page 29 of 43 BasicGov Statement of Work • Assistance during Final Acceptance Period City Responsibility • The City will assign the appropriate resources to review and approve the deployment plan and checklist. • The City will inform the PT in writing about any material deficiencies from mutually agreed upon specifications, for which the PT is responsible, immediately upon discovery, but in any event prior to the expiration of the Final Acceptance Period. The PT will fix any such remaining material deficiencies in a timely manner. • The City will provide the PT in writing with the "go/no go decision" for deployment. If the City decides on a"no go" after testing,the City must document the reasons for the "no go decision"and communicate that to the PT. • If, after successful acceptance testing, the City decides not to go ahead with the deployment, and the project schedule is impacted as a result,this may result in a Change Order to account for any additional time and corresponding charges. • The City will assign the appropriate IT/Call Center resources required to complete the activities in the Deployment Checklist that are designated as the City's responsibility. 5.8 City Cloud Based Technology Solution Final Acceptance The PT will be implementing three (3) different applications for the City. • BasicGov for the permitting, licensing, investigation, and adjudication functions • AssetOptics for asset management • Monexa for utility billing Each of the three (3) applications will follow the same System Acceptance project independently. • After User Acceptance Testing, the City will make a go/no go decision to move the configurations to production. • The PT will migrate the configurations from the Test sandbox into the Production environment • Once the City is informed, Production is "Ready-for-use", the Warranty period begins. • This is a multi-vendor project. Each vendor will follow the same project plan elements, but timing may vary for acceptance, test and training. • For BasicGov and the City,this is a multi-phase project and modules will go live when acceptance for the module is complete. The project for BasicGov will be "final" after the final module implementation is complete. The City must purchase the licenses or enter into the applicable agreements directly from each of the Sub-contractors. Each Sub-Contractor provides their own warranty on their respective application. The PT will warranty the configuration services implemented by The PT for this project. BasicGov warrants all work delivered and signed off on by the customer for one year. BasicGov does not warrant the work of non-BasicGov employees, and Company Confidential-For internal use only Page 30 of 43 BasicGov Statement of Work warranties with other vendors are defined by the individual vendor licensing agreements. Deliverable acceptance and final system acceptance criteria will be determined pursuant to the terms and conditions defined in the Implementation Services Agreement entered into between the City and BasicGov Systems Inc, with an Effective Date: , 20, Company Confidential-For internal use only Page 31 of 43 Y,/",0 sasicGov Statement of Work 6. Assumptions The following assumptions are critical to the time and price estimates provided in this SOW. In the event any of these assumptions are incorrect or become invalid during the course of this project, The PT and/or the City reserves the right to request modifications to the schedule and/or charges via the Change Control procedure described herein. 1. The City will procure the following Cloud Based Technology modules directly from BasicGov, Asset Optics or Monexa as applicable o BasicGov ■ Code Enforcement+Adjudication ■ Permitting ■ Planning ■ Licensing o Monexa ■ Billing ■ Payment Processing o Asset Optics ■ Asset/Work Management ■ MRO Inventory Management 2. The Cloud Based Technology modules will be provisioned in a"ready-for-use" state in both the City's production org and in one (1) sandbox environments prior to the start of this engagement. 3. The City provides the PT sandbox and production right to use licenses to implement the functionality of this statement of work. 4. Consulting services will be performed between 8:00 a.m. and 5:00 p.m. PST, Monday through Friday, excluding holidays, vacations, sick days, and special training designated by the PT. BasicGov will make reasonable effort to accommodate the City. 5. The City agrees that, subject to the terms of the Agreement,that BasicGov may use the subcontractors listed below to implement and perform some of the services described in this SOW. o Monexa • Billing ■ Payment Processing o Asset Optics • Asset/Work Management • MRO Inventory Management o Unisys ■ Project Management ■ Business Analysis Company Confidential-For internal use only Page 32 of 43 BasicGov Statement of Work 6. The City will provide its acceptance of deliverables in accordance with Section 11 of the Agreement 7. The PT's estimates for effort and timeline have been based on the requirements described in Appendix C. 8. All changes to this engagement will be addressed through Change Control procedures set forth in Appendix A—Change Control. 9. In situations where City has to replace personnel during the project, City will make commercially reasonable efforts to minimize the impact on the PT, PT's staff,and the project during the transition of the resource into the role. This may include items such as getting the replacement resource familiar with the project status,progress and background information prior to start. 10. The City will provide the PT with reasonable work areas, including desks, chairs, telephones, Internet access, access to a fax machine, and access to copier, as may be required by the PT, and availability of a conference rooms for team facilitations and workshops used for the City's services only. Telephone usage covered by this provision includes the standard telephone instrument and local calls. Long distance usage will be reimbursed by the PT to the Client. Space provided under this agreement may vary. 11. The PT will also need access to the City LAN for printing, VPN access to e-mail and Intranet, as well as accessing any City applications in the course of developing and installing the solution. The exact list of applications that will be needed to access will be finalized upon project start up between the City Project Manager and the PT's Project Manager. Such usage will be for the benefit of work specified herein. The City will identify the City configuration resources to support the project. 12. The PT is not responsible for an individual's response to the training or his/her capacity to learn or to be trained. In addition, The PT does not warrant that the training provided pursuant to this proposal will meet the City's requirements not expressed in the specifications and the PT makes no warranties, express or implied, as to the results of the training. The PT will make reasonable effort to provide a competent training program. The City shall provide personnel that meet agreed upon education and/or experience level to attend the classes with a prescribed set of prerequisites. 13. The work to be performed under this Statement of Work will commence at the City location or at approved BasicGov locations as mutually agreed upon by BasicGov and City. 14. All reference to `days' means business days during the Project, unless otherwise specified. Company Confidential-For internal use only Page 33 of 43 POPBasicGov Statement of Work 15. Acceptance criteria will be developed by the PT and approved by the City in accordance with the then-current, approved project plan. The City will not withhold acceptance for a non-material failure to comply with the applicable approved design document. 16. Existing Preventive Maintenance Scheduling or Work Order History Data Migration is OUT of Scope for this engagement 17. All Cloud Based Technology functionality will be configured in English. 18. The City will validate the data records that are imported into the production instance of the Cloud Based Technology modules. 19. The City is responsible to data preparation and cleaning prior to migration of the data. 20. The City will be responsible for any actual data conversion work that will be required. 21. The City will be responsible for importing to the City General Ledger system the data that is exported once a day from Payment Processing Data Warehouse. Company Confidential-For internal use only Page 34 of 43 0--'V*VsasicGov Statement of Work 7. Staffing The table below outlines the staffing roles for this Statement of Work. Responsibilities Name Role Nicki Decloux/ Lead Business Analysis— ■ Leads the code enforcement business analysis for BasicGov BasicGov and later phases Ryan Yao ■ Leads discussions as appropriate with each vendor to ensure proper integration of all components with call center ■ Ensures appropriate inte ration between vendors Mike Edwards, Solution Architect ■ Migrates configurations between vendor AssetOptics environments ■ Manages and monitors environments respective to James their implementation Wikkerink ■ Assists with data migration and integration (Bgov) activities,as needed ■ Assists with GIS Integration(Wikkerink) Hillary Lovric ■ BasicGov to coordinate solution architects. (MXA) Bgov(Ryan Configurators(#TBD) ■ Configures the applications per the approved design Yao) documents ■ Performs unit and system testing AssetOptics- ■ Develops the configuration guide TBA Monexa-TBA TBD Integration developers ■ Develops the integrations (#TBD) ■ Develops the data migrations ■ Conducts integration,migration,and system testing Bgov(Ryan Trainers ■ Conducts end user training Yao) ■ Develops training materials AssetOptics- TBA Monexa-TBA TBA (Unisys)Project Manager ■ Assists core vendors with project management and supports the business analysis process. • Communicates project performance with the stakeholders • Identifies project issues/risks and works with vendors to develop mitigation strategies Table I —Staff Roles and Resource Allocation Company Confidential-For internal use only Page 35 of 43 A�ZPV sasicGov Statement of Work The above named individuals will be assigned subject to their availability at the time of acceptance of the SOW. If they are unavailable or if they are replaced during the project, the PT will offer a replacement with the skills necessary to perform the services. The City will have the opportunity to interview all replacement personnel, as to their qualifications, assigned by the PT to be onsite at the City location for the CRM engagement. The City may reject any replacement resource that it determines in good faith is not qualified to perform the services of the intended position. The PT will then present an alte ative resource to fill the intended position. The City will also have the same right of acceptance/rejection for the additional replacement candidate(s). This interview process pertains to BasicGov (and its subcontractor) resources who will be dedicated to the CRM engagement. In situations where the PT has to replace personnel during the project, the PT will make commercially reasonable efforts to minimize the impact on the City,the City's staff, and the project during the transition of the resource into the role. This may include items such as getting the replacement resource familiar with the project status,progress and background information prior to start. Company Confidential-For internal use only Page 36 of 43 b;01* 6asicGov Statement of Work 8. Project Plan A high level view of the various tasks for this Project is shown below. The Project Plan reflects all the components of the Project implementation. The plan and the table include the following: • Tasks and deliverables that are the responsibility of the PT • Tasks and deliverables that are the responsibility of the City are shown below for completeness purpose and are not the responsibility of the PT. These items are shown in Italics in the attachment below. 10 WBS Task Noma 1 1 Elgin 311 Add.oa Project Authorization to start 2 1.1 Elgin 311-Project Planning and Initiation ......4 12 Introductory Sponsor/Exec.Stakeholder Meeting -......8 1.3 Project Planning _JY 1.4 Project Reporting 56 15 Project Closure 9 y. 2 iteration N1-Code Enforcement,Utility Paymeaw 5 Work Order Management 60 2.1 Research,Requirements,and Analysis '.. 97 22 Design solution(Analysis and Detail Design) 133 ' 2.3 Taal Planning 119 2A System Development-Code and Unit Test 181 2.5 Training 204 ' 2.6 Testing-System,Integration,and that Acceptance Testing 217 2.7 Elgin Cloud Based Technology Solution Deployment 2t8 ' 2.7.1 Promote to Production-Code Enforcement 230 2.72 Promote to Production-Payment Systems 242 2.73 Promote to Production-Work Management 254 ` 3 Notation N2-Remaining Modules 266 3.1 Research,Requirements,and Analysis 326 3.2 Design solution(Analysis and Detail Design) 391 3.3 Test Planning 414 3.4 System Development-Code and Unit Test 3.5 Training 504 3.6 Testing-System,Integration,and User Acceptance Testing 529 ! 3.1 Elgin Cloud Based Technology Solution Deployment 530 : 3.1.1 Promote to Production-Pormit6ng,Planning,Liuncing '.. 542 : 3.72 Promote to Production-Managod Billing Solutions Su 3.73 Promote to Production-MRO Inventory,Mabile .....566...: 4 Warranty Table 2—Cite Project Plan Company Confidential-For internal use only Page 37 of 43 BasicGov Statement of Work 9. Signatures THE CITY OF ELGIN ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS STATEMENT OF WORK,AND THAT IT IS NOT ENTERING INTO THIS SOW ON THE BASIS OF ANY REPRESENTATIONS NOT EXPRESSLY SET FORTH HEREIN. THIS STATEMENT OF WORK HAS BEEN SIGNED BY DULY AUTHORIZED REPRESENTATIVES OF THE PARTIES AND SHALL BECOME EFFECTIVE AS OF THE LATEST DATE SET FORTH BELOW. ACCEPTED FOR: BasicGov Systems Inc. The City of Elgin By: Name: CV�A 1-0G Name: Sean R. Stegall (Typed or Printed) (Typed or Printed) Title:—Y j) &/v7 k Cv Title: City Manager Date: &L �� Zo�3 Date: December 18, 2013 Company Confidential-For internal use only Page 38 of 43 9_VP_, fts!CGov Statement of Work Appendix A - Change Control If either party determines that a change to the contracted services is required, the party requesting the change will submit a Change Request Form to the other party. The following procedures will be used to process a Change Request. The party requesting the change will submit a written Change Request Form to the other party. Such Change Request Form will bear a unique reference number assigned by City and will outline the new or changed specification. The PT will evaluate the request in terms of the project impact with regard to completion milestones and the project's charges, and will promptly submit to City a Change Quotation. The Change Quotation shall indicate the detailed charges and the impact of the change request on the completion milestones, if any. If the terms of the Change Quotation are not acceptable to both the City and the PT,the existing Service, including any previously agreed-on changes, will continue in force and the Change Request will not be implemented. Company Confidential-For internal use only Page 39 of 43 Av*w BasicGov Statement of Work CHANGE REQUEST FORM BasicGov Ref: Originator's Name: Priority: Critical/High/Medium/Low Functional Area: Date Raised: Phase/Process: Assigned to: Client Request?: YES/NO Date Resolution Required: Status: Open/Assigned/Investigated/Resolved/Approved/Deferred/No Action Change Details (description of proposed change,the reason for the proposed change,the impact of the proposed change and the implications of not performing the proposed change): Investigation: Estimated Impact: Effort: Charge: Schedule: Possible Action (list changes): Actual Impact: Effort: Charge: Schedule: Accepted (BasicGov): Accepted (City of Elgin): Date: Date: Completion Verified By: Completion Date: Associated Problem Report: Associated Risk and Issue Form: Form CU Page_of_ Change Request Form Company Confidential-For internal use only Page 40 of 43 0--V; BasicGov Statement of Work Appendix B - Dispute Resolution If disputes arise during the project, BasicGov believes that it is in both parties' interests to attempt to resolve the issue through progressive management involvement before entering into any formal proceedings. BasicGov and City shall use diligent efforts to arrange personal meetings or telephone conferences, as necessary, at mutually convenient times and places. These discussions will take place between each party at the following successive management levels, each of which shall have an allotted time as specified in the following table to attempt to resolve the dispute: Level BasicGov City Allotted Time iNt Prc3Jet,Il+lEer, Unisys Second Project Lead, TBD 5 business days BasicGov Table 3—Cite Dispute Resolution If resolution is not achieved by negotiators at any given management level by the end of their allotted time, the allotted time for negotiations at the next management level, if any, shall begin. Thereafter, the process described in the Agreement, shall apply. Company Confidential-For internal use only Page 41 of 43 BasicGov Statement of Work Appendix C - Scope and Requirements The estimates of the effort required for the activities and timelines in this SOW have been based in part on the requirements attached below. These were provided during the initial RFP process. Types of Requirements listed below in the attachments: • "In Scope"—covered by the scope of services described in this SOW • "Out of Scope"—NOT covered by the scope of services described in this SOW • "Product" — directly based on the functionality and capabilities of the product platform procured by the City directly from SFDC (not included in the scope of services described in this SOW) Requirements Worksheet City -Cloud Based Technical Requirements Company Confidential-For internal use only Page 42 of 43 BasicGov Statement of Work Appendix D -Fee Schedule The Fee Schedule has been based on the deliverables in the SOW. Ej BG Fee Schedule City—Fee Schedule Company Confidential-For internal use only Page 43 of 43 Exhibit "B" Fee Schedule The City Elgin,of IL ,A111P .., ELGIN THE CITY M THE SUBURBS" Project Costs for Cloud Based Technology Solution December 11, 2013 9--a1*1 BasicGov Project Cost Contents 1. Introduction.......................................................................................................................3 Attachment A - BG Order Form User Subscription Fees...................................4 Attachment B - BG Order Form Implementation Cost........................................ 5 P_as� BasicGOV Project Cost 1. Introduction This Fee Schedule sets out the Fees and Expenses in connection with the Statement of Work attached to the Implementation Services Agreement entered into between the City of Elgin and BasicGov Systems Inc. (the "Agreement"), with an Effective Date of , 20,_. All defined terms in this Fee Schedule that are not specifically defined herein remain as defined in the Agreement. BasicGov and its sub-contractors will use the same payment milestone format. However each contractor(s)will follow and track their milestones independently so that payment can be issued for each based on their completion of a milestone, so as not to interfere with or by other contractor(s) completion schedule. BasicGov Project Cost Attachment A — BG Order Form User Subscription Fees The Software Subscription Cost required below has been based on the Scope of requirements APPENDIX C in the SOW. IM Ej BG User Subscription Cost Elgin—l'ser Subscription BasicGov City of Elgin, IL From: BasicGov Systems, Inc. To: City of Elgin, IL 10`h Floor-609 West Hastings Street Dan Ault Vancouver, BC,V68 4W4,Canada 150 Dexter Ct. Elgin, IL 60120 Toll free 1.877.256.8385 847-931-6082 info @basicgov.com ault d @cityofelgin.org This Order is governed by the BasicGovTM Subscription Agreement signed by the Customer identified below and BasicGov Systems, Inc.,and specifies details of the Customer's authorized use of the BasicGov software solution. Annual Subscription Fees: This section shows the number of users,number of modules,and annual cost for the subscription fees. Subscription costs for annual renewals will be based upon BasicGov Systems'fee schedule at the time of the renewal,as per the BasicGov Subscription Agreement. This Order Number of Cost Per License Modules Accessible Annual Cost Licenses Permits and Licensing Code Enforcement Planning Total(in USD) Inspections Year 1-15 Seats ($119mo/1428yr) Yes Yes Yes Yes $21,420 Year 2-12 Seats ($119mo/1428yr) Yes Yes Yes Yes $17,136 Year 3-12 Seats ($119mo/1428yr) Yes Yes Yes Yes $17,136 BasicGov Systems,Inc. BasicGov Customer Order Form 10`h Floor-609 West Hastings Street Page: 1 Vancouver,BC,V613 4W4,Canada Date:December 10,2013 Toll free 1.877.256.8385 1 Fax 1.866.228.8917 Confidential Email:info @basicgov.com Initials: BasicGov City of Elgin, IL Signatures: I authorize BasicGov Systems, Inc.to invoice as per the above information. Your signature also authorizes BasicGov Systems,Inc.to retain Administrator access to the customer's org and data,in order to configure and support the system. Customer Signature Signature Title Date Name: Email: Mailing Address: Phone: Fax: Customer Billing Information Name: Email: Mailing Address: Phone: Fax: BasicGov Systems, Inc. Signature Signature Title Date �t C 3 Z� 3 C Name: )Nl l C U'lh Ec— C� { BasicGov Systems,Inc. BasicGov Customer Order Form 10'Floor-609 West Hastings Street Page:2 Vancouver,BC,V66 4W4,Canada Date:December 10,2013 Toll free 1.877.256.8385 1 Fax 1.866.228.8917 Confidential Email:info @basicgov.com Initials: i BaSICGoV Project Cost Attachment B — BG Order Form Implementation Cost The Software Implementation Cost required below has been based on the Scope of requirements APPENDIX C in the SOW. BG Implementation Fees Elgin—Implementation Cost BasicGov City of Elgin, IL From: BasicGov Systems, Inc. To: City of Elgin, IL 10`h Floor-609 West Hastings Street Dan Ault Vancouver, BC,V66 4W4, Canada 150 Dexter Ct. Elgin, IL 60120 Toll free 1.877.256.8385 847-931-6082 info @basicgov.com ault d @cityofelgin.org This Order is governed by the Statement of Work(SOW)Between BasicGov and the City of Elgin which outlines deliverables to be carried out for the implementation of the Cloud Based Technology Solution(Code Enforcement,Permitting, Inspections,Licensing,Plan Reviews, Billing/Payment and Work Order Management). Project Cost and Fees: This section shows the cost associated to each milestone phase within the deployment and implementation process, needed to carry out the project. This Order Percentage Milestone Cost(USD) 5% Project Planning $31,887.50 10% Research & Discovery $63,775.00 30% System Design $191,325.00 25% Configuration & Development $159,437.50 10% Testing & UAT $63,775.00 10% Training $63,775.00 10% Deployment $63,775.00 Total $637,750.00 Additional Fees: Custom Development Description Price(USD) Adjudication Module $18,800.00 Special Assessments Module $18,800.00 Court Room Scheduler $24,000.00 Total $61,600.00 Travel Costs Description Price(USD) BasicGov $26,950.00 AssetO tics $12,000.00 Total $38,950.00 BasicGov Systems,Inc. BasicGov Customer Order Form 10`h Floor-609 West Hastings Street Page: 1 Vancouver,BC,V66 4W4,Canada Date:December 10,2012 Toll free 1.877.256.8385 1 Fax 1.866.228.8917 Confidential Email:info @basicgov.com Initials: Vim( BasicGov City of Elgin, IL Signatures: I authorize BasicGov Systems, Inc.to invoice as per the above information. Your signature also authorizes BasicGov Systems,Inc.to retain Administrator access to the customer's org and data,in order to configure and support the system. Customer Signature Signature Title Date Name: Email: Mailing Address: Phone: Fax: Customer Billing Information Name: Email: Mailing Address: Phone: Fax: BasicGov Systems, I nature Signature / Title ILES I ID el;�-'i + C C u Date C 3 O Name: \ C' tF C TO V E BasicGov Systems,Inc. BasicGov Customer Order Form 10`h Floor-609 West Hastings Street Page:2 Vancouver,BC,V66 4W4,Canada Date:December 10,2012 Toll free 1.877.256.8385 1 Fax 1.866.228.8917 Confidential Email:info @basicgov.com Initials: Ll Exhibit C INSURANCE REQUIREMENTS A. Comprehensive Liability. The CONTRACTOR shall provide,pay for and maintain in effect,during the term of this Agreement,a policy of comprehensive general liability insurance with limits of at least$1,000,000 aggregate for bodily injury and$1,000,000 aggregate for property damage. The CONTRACTOR shall deliver to the DIRECTOR a Certification of Insurance naming the CITY as additional insured.The policy shall not be modified or terminated without thirty(30)days prior written notice to the CITY Project Manager. The Certificate of Insurance which shall include Contractual obligation assumed by the VENDOR under Article 10 entitled"Indemnification'shall be provided. This insurance shall apply as primary insurance with respect to any other insurance or self- insurance programs afforded to the CITY. There shall be no endorsement or modification of this insurance to make it excess over other available insurance,alternatively,if the insurance states that it is excess or prorated,it shall be endorsed to be primary with respect to the CITY. B. Comprehensive Automobile Liability. Comprehensive Automobile Liability Insurance covering all owned,non-owned and hired motor vehicles with limits of not less than$500,000 per occurrence for damage to property. C. Combined Single Limit Policy. The requirements for insurance coverage for the general liability and auto exposures may be met with a combined single limit of$1,000,000 per occurrence subject to a$1,000,000 aggregate. D. Professional Liability. The CONTRACTOR shall carry Professional Liability Insurance covering claims resulting from error,omissions or negligent acts with a combined single limit of not less than$1,000,000 per occurrence.A Certificate of Insurance shall be submitted to the CITY Project Manager as evidence of insurance protection.The policy shall not be modified or terminated without thirty(30)days prior written notice to the CITY Project Manager. City of Elgin-Basic Gov 12-Dec-13 24 Exhibit D TRAVEL TO CUSTOMER SITE From time to time The CITY accepts and acknowledges that it will require the CONTRACTOR to travel to The CITY offices to provide a number of after sales services to support the implementation of the BasicGov product and to provide training to CITY staff. CITY acknowledges that all such travel is a requirement of the CITY pursuant to this Agreement. City of Elgin-Basic Gov 12-Dec-13 25 r Sub Section B City of Elgin, Illinois Sexual Harassment - Policies and Programs Effective July 1, 1993, every party to any contract with the City of Elgin and every eligible bidder is required to have written sexual harassment policies that include,at a minimum,the following information: • the illegality of sexual harassment • the definition of sexual harassment under state law • a description of sexual harassment,utilizing examples • a vendor's internal complaint process including penalties • the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission • directions on how to contact the department and commission • protection against retaliation as provided by Section 6-101 of the Human Rights Act I hereby affirm that the organization which I represent has in place sexual harassment policies which include the required information set fourth above,and I hereby agree to furnish the City of Elgin - Human Resources Department with a copy of these policies if they so request. i Signature/T' e tiT +C v Company S 0.1 L Date 0e:C 9 Z 0 I Sexual harassment is defined as follows: "Sexual harassment" means any unwelcome sexual advances or requests for sexual favors or any conduct of a sexual nature when(1) submission to such conduct is made either explicitly or implicitly a term or condition of an individual's employment, (2) submission to or rejection of such conduct by an individual is used as a basis for employment decisions affecting such individual, or(3) such conduct has the purpose or effect of substantially interfering with an individual's work performance or creating an intimidating,hostile, or offensive working environment. Any questions by contracting parties or eligible bidders concerning compliance with these requirements should be directed to the City of Elgin- Human Resources Department at(847)931-5618. I hereby agree to fully indemnify and hold the City of Elgin harmless from any and all liability, loss or damage including costs of defense or claim,demands,costs of judgment against it arising from any sexual harassment complaint resulting from the act of any member of my organiza ' the performance of this contract. Signature/Title c ez.� Company i 'c 57,S-i—&-m 5 C- Date �� , Z�,3 C Stern Consulting, LLC, 2013 City of Elgin • Sub Section C City of Elgin, Illinois Certification Requirements Please submit all required forms and documentation, fully completed and signed, with your proposal. No proposal will be accented without this information. 1 To assure compliance with the City of Elgin's Affirmative Action Ordinance, all contractors and vendors. Herein referred to as "bidders", are requested to submit the following information: A. Workforce analysis using the enclosed Bidder's Employee Utilization form. B. Provide the information required in Item 43 on the employee utilization form if the answer to Question# 2 on the form is "Yes". C. Provide a written commitment outlining the steps that the bidder plans to take in the area of recruitment and promotion of minorities and females to assure equal employment opportunity. (A copy of the bidder's affirmative action plan may be submitted in lieu of this requirement.) 2. To assure compliance with the City of Elgin's Sexual Harassment Ordinance, all bidders must submit a signed sexual harassment form enclosed with the Invitation to Bid. 3. The undersigned certifies that the offerer is not delinquent in the payment of any tax administered by the Illinois Department of Revenue unless there is a pending proceeding contesting the tax. 4. The undersigned certifies that the offerer is not barred from offering on this solicitation as a result of a conviction for the violation of State law prohibiting bid-rigging or bid-rotating. 5. The successful bidder agrees that upon acceptance by the City of Elgin, the executed Invitation to Bid along with all instructions, conditions, and specifications attached thereto constitute a binding contract which may be enforced by the City. Signature/Titl Ca7 t--C tu Company Name k"Sj(6C1 57Sr��•S' ��'� Address 6 c��l �.: 5 • i- yT�N�� ST Phone Number 7 7 S 7 3 —1 s I 2 311 REQUEST FOR PROPOSAL CITY OF ELGIN, IL • ,.,its'sFWhi � a. Sub Section D City of Elgin, Illinois Equal Employment Written Commitment Guideline The written commitment required in Item 94 of the Bidder's Employee Utilization Form shall: Set out the name and phone number of the bidder's Equal Employment Officer. Clearly identify the bidder's recruitment area and the percentage of minorities and females in the area's population and labor force. Set out what the bidder has done and has set as a goal to ensure the recruitment of minority and female employees. Set out the bidder's specific goals to recruit minorities and females for training programs or other similar opportunities available through the bidder's organization. Indicate bidder's consent to submit to the City of Elgin, upon request, statistical data concerning its employee composition and recruitment efforts anytime during the term of the contract. Show bidder's consent to distribute copies of the written commitment to all persons who participate in recruitment, screening,referral,and selection and hiring of job applicants for the bidder. Clearly show that the bidder shall require all subcontractors, if any,to submit a written commitment complying with the above requirements of their affirmative action plan to the City of Elgin. Clearly state the bidder agrees that: "Bidder (company name) shall not discriminate against any employee or applicant on the basis of race, color, religion, sex, national origin, age, place of birth, ancestry, marital status, or disability (physical or mental)which will not interfere with the performance of the job in question." Description of Groups for Classification Purposes White: all persons having origins in Europe,North America,or the Middle East Black: all persons having origins in any of the Black racial groups of Africa Hispanic: all persons of Mexican, Puerto Rican, Cuban, Central South American, or other Spanish culture or origin,regardless of race Asian American: all persons having origins in the Far East, Southeast Asia,the Indian subcontinent, or the Pacific Islands American Indian: all persons having origins in any of the original peoples of North America and who maintain cultural identification through tribal affiliation or community recognition PAGE 3 311 REQUEST FOR PROPOSAL CITY OF ELGIN, IL Sub Section D (cont'd) rwn,�,�s City of Elgin, Illinois Chapter 3.12.1000 Affirmative Action - City Contracts 1.Name and Address of Bidder 2. Description of Project �AS t .-6i r 5)1S F C7iN S rvc -50 6c,ei C, +a.5-rwV S 1 Fl-e-d� Sr% V4A/CC)s-;VC-2 C L�r►:� �FGr��r .,e'T �- f�/Lt /rU6 JOB CATEGORIES Total Whites Blacks Hispanics Asians or American Minority Female(All Employees Pacific Indians (M&F) Categories) Islanders % % M / F M / F M / F M / F M / F Example:Managers 18 3 15 3 /2 4 /0 0 /1 0 / 0 55.6% 44.4% 10/18 8/18 MA VL}L X12 5 C r/ `' P r P o v-r 2 1 �a �/D �d % l Dtvt=Lcl?t-)is cl t �lz ? iD Sry TOTALS V3 Y/Z Si Co ny Official Title 1 � -T Telephone Date Signed page Number r -155 acc t3 zo�3 of 2. Have you ever been awarded a bid by the City of Elgin? Yes _2<No 3. If the answer to question#2 is Yes, please submit a copy of the Employee Utilization Form that was submitted with your last successful bid along with a fully completed copy of this form. 4. Please submit,according to the guideline provided in the attached document,a written commitment to provide equal employment opportunity. An Employee Utilization Form is required for any subcontractors. NOTE: In the event that a contractor or vendor,etc.,fails to comply with the fair employment and affirmative action provisions of the City of Elgin,the City amongst other actions may cancel,terminate,or suspend the contract in whole or in part. PAGE 4