HomeMy WebLinkAboutSuperion LLC now known as CentralSquare 2nd Amendment To 6-13-19 Agreement - 1-3-24 DocuSign Envelope ID:F4ACFFB5-06B6-4AD3-B773-9C1384101F63
City of
L LsILK-\I'i
rRE � ■
Andrew Janz
City Attorney
December 18, 2023
MEMORANDUM
TO: Todd Stermer, CIVIC
CITY CLERK
RE: Technical Correction to item 1.Q- File ID No. 23-1808 on the December 14, 2023,
Regular Meeting of the City of Fresno
1. The item approved by Council lists the incorrect end date for an extension. The
staff report mentions a yearlong extension, and the invoice from CentralSquare
has the extended term date listed as January 1, 2024, to December 31, 2024;
however, the approved amendment incorrectly lists the end date as January 31,
2024, instead. As such, please replace the amendment with the amendment
attached hereto as Exhibit A.
Respectfully submitted,
a Le
Christine C. Charitar
Deputy City Attorney
c: Andrew Janz, City Attorney
Raj Singh Badhesha, Chief Assistant
Attachment: Exhibit A
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EXHIBIT A
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SECOND AMENDMENT TO AGREEMENT
This SECOND AMENDMENT TO AGREEMENT (Amendment) made and entered into as
of this—day of 1/3/2024 , 2024 (Effective Date), amends the Agreement entered
into by and between the City of Fresno, a California municipal corporation (City), and
Superion LLC, now known as CentralSquare, a Delaware limited liability company
(Provider)
RECITALS
A. WHEREAS, On June 13, 2019, Council approved a Solutions Agreement with
Superion LLC (Now CentralSquare) to renew annually for 5 years; and
B. WHEREAS, City and Provider entered into an agreement dated April 1st, 2019,
(the Agreement) to December 31st, 2023, for compensation not to exceed
$225,000; and
C. WHEREAS, City and Provider previously amended the Agreement on January
21 st, 2020, to change the payment terms and fee schedule; and
D. WHEREAS, City and Provider now desire to amend the Agreement to extend
between January 1st, 2024, to December 31 st, 2024, for compensation not to
exceed $234,551.88; and
E. WHEREAS, with entry into this Agreement, the Provider agrees it has no claim,
demand, or dispute against the City.
AGREEMENT
NOW, THEREFORE, the parties agree that the Agreement be amended as follows:
1. The recitals of this Amendment are incorporated and made a part of the
Agreement.
2. Provider shall provide the services as described in Attachment A, attached
hereto and incorporated herein by reference.
3. The term of the Agreement shall renew on January 1st, 2024, and extend to
December 31 st, 2024.
4. Compensation. The parties acknowledge the total compensation provided in the
Agreement is hereby increased to $234,551.88.
5. Except as expressly modified by this Amendment, the Agreement remains in full
force and effect. In the event of any conflict between the Agreement and this
Amendment, this Amendment shall control.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have executed this Amendment on the date
set forth above.
CITY OF FRESNO, CentralSquare,
a California municipal corporation a Delaware limited liability company
h:, u5,y ned 6y 0 S,,—d by:
Fe- 6V, ihrI
i/z/zoz4 By: Few a. awd,�w
By. Name: Ron A. Anderson
Title: chief sales officer
APPROVED AS TO FORM: (If corporation or LLC., Board Chair,
ANDRE/'W JANZ Pres. or Vice Pres.)
City AttQ[ni9 d b D. nd by:
......
F1/3/2024 By. &x
By ��� �
Christine C. C h a r i t a r Date Name: Barry Medintz
Deputy City Attorney
Title: General Counsel & Corporate Secretary
(If corporation or LLC., CFO,Treasurer,
ATTEST: Secretary or Assistant Secretary)
TODD STERMER, CMC
City Clerk
DocuSigned by:
zi
1/3/2024
j k. t__ Date
Deputy
Attachment: Exhibit A— Renewal Order
Exhibit B— Solutions Agreement
Exhibit C— First Amendment to Agreement
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CENTRALSQUARE
Renewal Order prepared by:
Ashley Lemerond
ashley.lemerond@centralsquare.com
Renewal Order#: Q-155911 Renewal Order prepared for:
Start Date:January 1,2024 Dennis Jones,Systems&Applications Manager
End Date:December31,2024 City of Fresno
Billing Frequency: Semiannual 2600 Fresno Street
Subsidiary: Superion,LLC Fresno,CA 93721-3608
(559)621-7117
Thank you for your continued business.We at CentralSquare appreciate and value our relationship and lookforward to
serving you in the future. CentralSquare provides software thatpowers over8,000 communities.More information aboutall of
our products can be found at
WHAT SOFTWARE IS INCLUDED?
PRODUCT NAME QUANTITY TOTAL
1. Click2GovCIS Module 1 0.00 USD
2. Click2Gov Core Module 1 0.00 USD
3. Fusion APIs 1 0.00 USD
4. Fusion Proprietary 1 0.00 USD
5. Horizon Cloud for NaviLine 1 234,551.88 USD
6. Modifications Annual Access Fee 85 0.00 USD
7. NaviLine Accounts Receivable 1 0.00 USD
8. NaviLine BP Voice Response Interface-Generic 1 0.00 USD
9. Navil-ine Building Permits 1 0.00 USD
10. Navil-ine Business Licenses 1 0.00 USD
11. NaviLine Cash Receipts 1 0.00 USD
12. NaviLine CIS Handheld Interface 1 0.00 USD
13. NaviLine CIS IVR Credit Card Interface-Generic 1 0.00 USD
14. Navil-ine CIS Voice Response Interface-Generic 1 0.00 USD
15. Navil-ine Cloud Test Environment 1 0.00 USD
16. Navil-ine Code Enforcement 1 0.00 USD
17. Navil-ine Customer Information System 1 0.00 USD
18. Navil-ine DocumentManagementServices 1 0.00 USD
19. NaviLine Land/Parcel Mgmt 1 0.00 USD
MORE INFORMATION AT CENTRALSQUARE.COM
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OF. ; CENTRALSQUARE
Renewal Order prepared by:
AshleyLemerond
ashley.lemerond,@centralsquare.com
20. NaviLine Planning&Engineering 1 0.00 USD
21. NaviLine Web Enablement 1 0.00 USD
22. NaviLine Work Orders/Facility Management 1 0.00 USD
23. OnePoint Payment Engine 1 0.00 USD
24. OnePoint Point-of-Sale 1 0.00 USD
25. Superion NaviLine User Interface 1 0.00 USD
WHAT SERVICES ARE INCLUDED?
DESCRIPTION TOTAL
1. Horizon Cloud for Naviline Cloud Setup Fee 0.00 USD
2. NaviLine Cloud Test Environm ent Cloud Setup Fee 0.00 USD
Renewal Order Total: 234,551.88 USD
Billing Information
This is not an invoice.Prices shown do not include any taxes that may apply.Any such taxes are the responsibilityof the
Customer.
For customers based in the United States or Canada,any applicable taxes will be determined based on the laws and
regulations of the taxing authority(ies)governingthe Ship To location provided by the Customeronthe Renewal Order Form.
Please note that the Total Price shown above has been rounded to the nearesttwo decimal places fordisplaypurposes only.
The actual price may include as manyas five decimal places.Forexample,an actual price of$21.37656 will be shown as a
Total Price of$21.38.The Total forthis quote has been calculated using the actual prices for the product and/or service,rather
than the Total Price displayed above.
MORE INFORMATION AT CENTRALSQUARE.COM
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SUPERION � CENTRALSQUARE
COMPANY
Solutions Agreement
This Solutions Agreement(the "Agreement"), effective as of April 1, 2019 (the "Effective Date"), is entered into
between Superion LLC,a Delaware Limited Liability Company("Superion")and City of Fresno,CA ("Customer"),
together with Superion, the"Parties", and each, a"Party".
WHEREAS, Superion licenses and provides access to software applications ("Solutions") for its customers and
also provides maintenance, support, migration, installation and other professional services; and
WHEREAS, Customer desires to license and/or gain access to certain Solutions and/or receive professional
services described herein,and Superion desires to grant and provide Customer license and access to such offerings
as well as to support them with professional services,subject to the terms and conditions set forth in this Agreement
NOW,THEREFORE, in consideration of the mutual covenants,terms,and conditions set forth herein,and for other
good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, by the signatures
of their duly authorized representative below,the Parties intending to be legally bound, agree to all of the following
provisions and exhibits of this Agreement:
SUPERiON,LLC. CITY OF FRESNO
1000 Business Center Dr 2600 Fresno Street
Lake Mary,FL 32746 Fresno,CA 93721-3608
By: �� Qw��eW� By:
Print Name: tuff eAf4ft'b?py Print Name:
Print Title: General Manager Print Title:
Date Signed: Aril 29,2019 Date Signed:
1. Solution: Public Administration APPROVED AS TO FORM
2. Term. ggyy CITY Oft 'SQI=FICE
2.1. Initial Term. The Initial Term of this Agreement commences April 1, 20ItJcl[
per the Project Cost Summary (Exhibit 1) unless terminated earlier pursuant to n o ement's
express provisions (the"Initial Term").
2.2. Renewal Term. This Agreement will automatically renew for additional successive one (1) year terms
unless earlier terminated pursuant to any of the Agreement's provisions (a "Renewal Term" and,
collectively, with the Initial Term,the"Term").
2.3. Non-Renewal. Either party may elect to end renewal of the contract by issuing a notice of non-renewal,
in writing,to the other party ninety(90) days prior to the expiration of the current contract term.
3. Fees. In consideration of the rights and services granted by Superion to Customer under this Agreement,
Customer shall make payments to Superion pursuant to the amounts and payment terms outlined in Exhibit 1
(the"Project Cost Summary").
4. Definitions. Capitalized terms not otherwise defined in this Agreement have the meanings set forth below:
4.1. "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of
violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil,
criminal, administrative, regulatory or other,whether at law, in equity, or otherwise.
4.2. "Affiliate" of a Person means any other Person that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with, such Person.
4.3. "Authorized User" means Customer's employees, consultants, contractors, and agents who are
authorized by Customer to access and use the Solutions under the rights granted to Customer pursuant
to this Agreement, and for whom access to the Solutions has been purchased.
4.4. "Baseline"means the version of a Solution updated to the particular time in question through Superion's
warranty services and maintenance, but without any other modification whatsoever.
s,,
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4.5. "Component System" means any one of the Solutions identified in Exhibit 1, including all copies of
Source Code, Object Code and all related specifications, Documentation, technical information, and all
corrections, modifications, additions, development work, improvements and enhancements to and all
Intellectual Property Rights for such Component System.
4.6. "Customer Data" means information, data, and content,in any form or medium, collected, downloaded,
or otherwise received,directly or indirectly from Customer,an Authorized User or end-users by or through
the Solutions, provided the data is not personally identifiable and not identifiable to Customer.
4.7. "Custom Modification" means a change that Superion has made at Customer's request to any
Component System in accordance with a Superion-generated specification, but without any other
changes whatsoever by any Person.
4.8. "Customer Systems"means the Customer's information technology infrastructure, including computers,
software, hardware, databases, electronic systems (including database management systems), and
networks,whether operated by Customer or through the use of third-party services.
4.9. "Defect" means a material deviation between the Baseline Solution and its Documentation, for which
Defect Customer has given Superion enough information to enable Superion to replicate the deviation on
a computer configuration that is both comparable to the Customer Systems and that is under Superion's
control. Further, with regard to each Custom Modification, Defect means a material deviation between
the Custom Modification and the Superion-generated specification and documentation for such Custom
Modification, and for which Defect Customer has given Superion enough information to enable Superion
to replicate the deviation on a computer configuration that is both comparable to the Customer Systems
and that is under Superion's control.
4.10. "Documentation" means any manuals, instructions, or other documents or materials that Superion
provides or makes available to Customer in any form or medium and which describe the functionality,
components, features, or requirements of the Solutions, including any aspect of the installation,
configuration, integration,operation, use, support, or maintenance thereof.
4.11. "Enhancements" means general release (as opposed to custom) changes to a Baseline Component
System or Custom Modification which increase the functionality of the Baseline Component System or
Custom Modification in question.
4.12. "Harmful Code"means any software, hardware, device or other technology, including any virus,worm,
malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized
access to, or to destroy,disrupt,disable,distort, or otherwise harm or impede any(i)computer,software,
firmware, hardware, system, or network; or(ii) any application or function of any of the foregoing or the
security, integrity, confidentiality, or use of any data Processed thereby; or(b) prevent Customer or any
Authorized User from accessing or using the Solutions as intended by this Agreement.
4 13. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied
for,or otherwise now or hereafter in existence under or related to any patent, copyright,trademark,trade
secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights
or forms of protection, in any part of the world.
4.14. "Maintenance" means optimization, error correction, modifications, and updates to Vendor Systems to
correct any known Defects and improve performance. Maintenance will be provided for each Component
System, the hours and details of which are described in Exhibit 2 ("Support Standards").
4.15. "New Releases"means new editions of a Baseline Component System or Custom Modification.
4.16. "Person"means an individual,corporation,partnership,joint venture, limited liability entity,governmental
authority, unincorporated organization,trust, association, or other entity.
4.17. "Personal Information" means any information that does or can identify a specific individual or by or
from which a specific individual may be identified, contacted, or located. Personal Information includes
all "nonpublic personal information" as defined under the Gramm-Leach-Bliley Act, "protected health
information" as defined under the Health and Insurance Portability and Accountability Act of 1996,
"Personal Data" as defined in the EU General Data Protection Regulation (GDPR 2018), "Personal
Information" as defined under the Children's Online Privacy Protection Act of 1998, and all rules and
regulations issued under any of the foregoing.
4.18. "Professional Services" means installation, implementation, development work, training or consulting
services including custom modification programming, support relating to custom modifications, on-site
support services,assistance with data transfers,system restarts and reinstallations provided by Superion.
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4.19. "Representatives" means, with respect to a party, that party's employees, officers, directors, agents,
subcontractors, and legal advisors.
4.20. "Superion Personnel" means all individuals involved in the performance of Support Services and
Professional Services as employees, agents, Subcontractors or independent contractors of Superion.
4.21. "Solution(s)" means the Component Systems, Documentation, Custom Modifications, development
work, Vendor Systems and any and all other information, data, documents, materials, works, and other
content, devices, methods, processes, hardware, software, technologies and inventions, including any
deliverables, technical or functional descriptions, requirements, plans, or reports, provided or used by
Superion or any Subcontractor in connection with Professional Services or Support Services rendered
under this Agreement.
4.22. "Vendor Systems"means the information technology infrastructure used by or on behalf of Superion to
deliver Solutions, including all computers, software, hardware, databases, electronic systems (including
database management systems), and networks, whether operated directly by Superion or through the
use of third-party services.
4.23. "Support Services" means Maintenance, Enhancements, implementation of New Releases, and
general support efforts to respond to incidents reported by Customer in accordance with the detailed
Support Standards outlined in Exhibit 2.
4.24. "Third-Party Materials"means materials and information,in any form or medium,including any software,
documents, data, content, specifications, products, related services, equipment, or components of or
relating to the Solutions that are not proprietary to Superion.
5. License, Access&Services.
5.1. License Grant. Subject to and conditioned on the payment of Fees and compliance with all other terms
and conditions of this Agreement, Superion hereby grants to Customer a non-exclusive, non-
sublicenseable, and non-transferable license to the current version of the Solutions outlined in Exhibit 1
at the time of this Agreement's execution.
5.2. Access and Scope of Use. Subject to and conditioned on Customer and their Authorized Users'
compliance with the terms and conditions of this Agreement, Superion hereby grants Customer a non-
exclusive, non-transferable right to access and use the Solutions, solely by Authorized Users. Such use
is limited to Customer's internal use.
5.3. Delivery. Superion shall deliver by (a) electronic delivery, by posting it on Superion's network for
downloading, or similar suitable electronic file transfer method, or (b) physical shipment, such as on a
disc or other suitable media transfer method. Physical shipment is on FOB-Superior's shipping point
(except with respect to Third-Party Materials, which are FOB-applicable third party shipping point), and
electronic delivery is deemed effective at the time Superion provides Customer with access to download
the Solutions.The date of such delivery shall be referred to as the"Delivery Date."
5.4. Documentation License. Superion hereby grants to Customer a non-exclusive, non-sublicenseable, non-
transferable license to use the Documentation during the Term solely for Customer's internal business
purposes in connection with its use of the Solutions.
5.5. Service and System Control. Except as otherwise expressly provided in this Agreement:
5.5.1. Superion has and will retain sole control over the operation, provision, maintenance, and
management of the Solutions; and
5.5.2. Customer has and will retain sole control over the operation, maintenance, and management of,
and all access to and use of, the Customer Systems, and sole responsibility for access to and
use of the Solutions by any Person by or through the Customer Systems or other means
controlled by Customer or any Authorized User, including any reports or results obtained from
any use of the Solutions, and conclusions,decisions,or actions based on such use.
5.6. Limi?ations. Customer must provide Superion with such facilities, equipment and support as are
reasonably necessary for Superion to perform its obligations herein, including if required, remote access
to Customer Systems. Superion is not responsible or liable for delay or failure of performance caused in
whole or in part by Customer delay or Customer's failure to perform any obligations underthis Agreement.
5.7. Exceptions Superion has no obligation to provide Support Services relating to any Defect with the
Solutions that, in whole or in part, arise out of or result from any of the following:
5.7.1. software, or media on which provided,that is modified or damaged by Customer or third party;
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5.7.2 any operation or use of, or other activity relating to, the Solutions other than as specified in the
Documentation, including any incorporation, or combination, operation or use of the Solutions in
or with, any technology (software, hardware, firmware, system, or network) or service not
specified for Customer's use in the Documentation;
5.7.3. any negligence, abuse, misapplication, or misuse of the Solutions other than by Superion
personnel, including any Customer use of the Solutions other than as specified in the
Documentation or expressly authorized in writing by Superion;
5.7.4. any Customer's failure to promptly install any New Releases that Superion has previously made
available to Customer;
5.7.5. the operation of, or access to, Customer's or a third party's system, materials or network;
5.7.6. any relocation of the Solutions other than by Superion personnel;
5.7.7. any beta software, software that Superion makes available for testing or demonstration purposes,
temporary software modules, or software for which Superion does not receive a fee;
5.7.8. any breach of or noncompliance with any provision of this Agreement by Customer or any of its
Representatives or any Force Majeure Event(including abnormal physical or electrical stress).
5.8. Reservation of Rights. Except for the specified rights outlined in this Section, nothing in this Agreement
grants any right, title, or interest in or to any Intellectual Property Rights in or relating to the Support
Services, Professional Services, Solutions, or Third-Party Materials, whether expressly, by implication,
estoppel,or otherwise.All right,title, and interest in the Solutions,and the Third-Party Materials are and
will remain with Superion and the respective rights holders.
5.9. Changes. Superion reserves the right, in its sole discretion,to make any changes to the Support Services
and Solutions that it deems necessary or useful to: (a) maintain or enhance the quality or delivery of
Superion's services to its customers,the competitive strength of or market for Superion's services,or the
Support Services' cost efficiency or performance; or (b) to comply with applicable law. Without limiting
the foregoing, either party may, at any time during the Term, request in writing changes to particular
Support Services, Professional Services or their product suite of Solutions. The parties shall evaluate
and,if agreed,implement all such requested changes.No requested changes will be effective unless and
until memorialized in either a Superion issued Add-On Quote signed by the Customer,or a written change
order or amendment to this agreement signed by both parties.
5,10. Subcontractors. Superion may from time to time in its discretion engage third parties to perform
Professional Services or Support Services (each,a"Subcontractor").
5.11. Security Measures.The Solutions may contain technological measures designed to prevent unauthorized
or illegal use of the Solutions. Customer acknowledges and agrees that: (a) Superion may use these and
other lawful measures to verify compliance with the terms of this Agreement and enforce Superion's
rights, including all Intellectual Property Rights, in and to the Solutions; (b) Superion may deny any
individual access to and/or use of the Solutions if Superion, in its reasonable discretion, believes that
person's use of the Solutions would violate any provision of this Agreement, regardless of whether
Customer designated that person as an Authorized User;and(c)Superion may collect,maintain,process,
use and disclose technical, diagnostic and related non-identifiable data gathered periodically which may
lead to improvements in the performance and security of the Solutions.
6. Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Solutions
except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of
the foregoing, Customer shall not,except as this Agreement expressly permits:
6.1. copy, modify, or create derivative works or improvements of the Solutions, or rent, lease, lend, sell,
sublicense,assign,distribute,publish,transfer, or otherwise make available any Solutions to any Person,
including on or in connection with the internet or any time-sharing, service bureau,software as a service,
cloud, or other technology or service;
6.2. reverse engineer,disassemble,decompile,decode,adapt, or otherwise attempt to derive or gain access
to the source code of the Solutions, in whole or in part;
6.3. bypass or breach any security device or protection used by Solutions or access or use the Solutions other
than by an Authorized User through the use of his or her own then valid access;
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6.4. input, upload, transmit, or otherwise provide to or through the Vendor Systems, any information or
materials that are unlawful or injurious,or contain,transmit,or activate any Harmful Code;
6.5. damage, destroy,disrupt,disable, impair, interfere with, or otherwise impede or harm in any manner the
Vendor Systems, or Superion's provision of services to any third party, in whole or in part;
6.6. remove, delete, alter, or obscure any trademarks, Specifications, Documentation, warranties, or
disclaimers,or any copyright,trademark,patent,or other intellectual property or proprietary rights notices
from any Documentation or Solutions, including any copy thereof;
6.7. access or use the Solutions in any manner or for any purpose that infringes, misappropriates,or otherwise
violates any Intellectual Property Right or other right of any third party,or that violates any applicable law;
6.8. access or use the Solutions for purposes of competitive analysis of the Solutions, the development,
provision, or use of a competing software service or product or any other purpose that is to Superion's
detriment or commercial disadvantage or otherwise access or use the Solutions beyond the scope of the
authorization granted under this Section.
7. Customer Obligations.
7.1. Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain,
and operate in good repair all Customer Systems on or through which the Solutions are accessed or
used; (b) provide Superion Personnel with such access to Customer's premises and Customer Systems
as is necessary for Superion to perform the Support Services in accordance with the Support Standards
and Specifications; and (c) provide all cooperation as Superion may reasonably request to enable
Superion to exercise its rights and perform its obligations under and in connection with this Agreement.
7.2. Effect of Customer Failure or Delay. Superion is not responsible or liable for any delay or failure of
performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of
its obligations under this Agreement.
7.3. Corrective Action and Notice. If Customer becomes aware of actual or threatened activity prohibited by
Section 6, Customer shall, and cause its Authorized Users to, immediately: (a) take all reasonable and
lawful measures within their respective control necessary to stop the activity or threatened activity and to
mitigate its effects(including,where applicable,by discontinuing and preventing any unauthorized access
to the Solutions and permanently erasing from their systems and destroying any data to which any of
them gained unauthorized access); and(b) notify Superion of any such actual or threatened activity.
8. Professional Services.
8.1. Compliance with Customer Poticies. While Superion Personnel are performing services at Customer's
site, Superion will ensure that such personnel comply with Customer's reasonable security procedures
and site policies that are generally applicable to Customer's other suppliers providing similar services and
that have been provided to Superion in writing or in advance. Customer shall promptly reimburse
Superion for any out-of-pocket costs incurred in complying with such procedures and policies.
8.2. Contributed Material.In the process of Superion's performing Professional Services,Customer may,from
time to time, provide Superion with designs, plans, or specifications, improvements, works or other
material for inclusion in, or making modifications to, the Solutions, the Documentation or any other
deliverables ("Contributed Material"). Customer grants to Superion a nonexclusive, irrevocable,
perpetual,transferable right,without the payment of any royalties or other compensation of any kind and
without the right of attribution, for Superion, Superion's Affiliates and Superion's licensees to make, use,
sell and create derivative works of the Contributed Material.
9. Confidentiality.
9.1. Confidential Information."Confidential Information"means information in any form or medium(whether
oral,written, electronic, or other)that the Disclosing Party considers confidential or proprietary, including
information relating to the Disclosing Party's technology, trade secrets, know-how, business operations,
plans, strategies, customers, pricing, and information with respect to which the Disclosing Party has
contractual or other confidentiality obligations. Without limiting the foregoing, Confidential Information of
Superion includes the Solutions, all software provided with the Solutions, algorithms, methods,
techniques,and processes revealed by the Source Code of the Solutions and any software provided with
the Solutions. In connection with this Agreement each party(as the"Disclosing Party") may disclose or
make available Confidential Information to the other party(as the"Receiving Party").
9.2. Exclusions. Confidential Information does not include information that: (a) was rightfully known to the
Receiving Party without restriction on use or disclosure prior to being disclosed or made available to the
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Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public
other than by the Receiving Party or any of its Representatives' noncompliance with this Agreement; (c)
was or is received by the Receiving Party on a non-confidential basis from a third party that was or is
independently developed by the Receiving Party without reference or use of any Confidential Information.
9.3. Protection of Confidential information. As a condition to being provided with any disclosure of or access
to Confidential Information,the Receiving Party shall:
9.3.1. not access or use Confidential Information other than as necessary to exercise its rights or
perform its obligations under and in accordance with this Agreement;
9.3.2. not disclose or permit access to Confidential Information other than to its Representatives who:
(i) need to know such Confidential Information for purposes of the Receiving Party's exercise of
its rights or performance of its obligations under and in accordance with this Agreement; (ii)have
been informed of the confidential nature of the Confidential Information and the Receiving Party's
obligations under this Section; and (iii) are bound by written confidentiality or restricted use
obligations at least as protective of the Confidential Information as the terms in this Section;
9.3.3. safeguard the Confidential Information from unauthorized use, access, or disclosure using at
least the degree of care it uses to protect its sensitive information and in no event less than a
reasonable degree of care;
9.3.4. ensure its Representatives' compliance with, and be responsible and liable for any of its
Representatives'non-compliance with,the terms of this Section.
9.4. Compelled Disclosures. If the either Party or any of its Representatives is compelled by applicable law to
disclose any Confidential Information then, to the extent permitted by law, that Party shall: (a) promptly,
and prior to such disclosure, notify the other Party in writing of such requirement so that they can seek a
protective order or other remedy or waive its rights under Section .3; and (b) provide reasonable
assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other
limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and
assistance required under this Section, the Receiving Party remains required by law to disclose any
Confidential Information, the Receiving Party shall disclose only that portion of the Confidential
Information that the Receiving Party is legally required to disclose.
9.5. Trade Secrets. Notwithstanding any other provisions of this Agreement,the Receiving Parry's obligations
under this Section with respect to any Confidential Information that constitutes a trade secret under any
applicable law will continue until such time, if ever,as such Confidential Information ceases to qualify for
trade secret protection under one or more such applicable laws other than as a result of any act or
omission of the Receiving Party or any of its Representatives.
10. Security.
10.1. Superion will implement commercially reasonable administrative, technical and physical safeguards
designed to ensure the security and confidentiality of Customer Data, protect against any anticipated
threats or hazards to the security or integrity of Customer Data, and protect against unauthorized access
or use of Customer Data. Superion will review and test such safeguards on no less than an annual basis.
10.2. Customer shall maintain, in connection with the operation or use of the Solutions,adequate technical and
procedural access controls and system security requirements and devices necessary for data privacy,
confidentiality, integrity, authorization,authentication, non-repudiation, virus detection and eradication.
10.3. To the extent that Authorized Users are permitted to have access to the Solutions, Customer shall
maintain reasonable procedures with such Authorized Users that adequately protect the confidentiality
and Intellectual Property Rights of Superion in the Solutions and Documentation,and disclaim any liability
or responsibility of Superion with respect to such Authorized Users.
11. Personal Data. If Superion processes or otherwise has access to any personal data or personal information
on Customer's behalf when performing Superion's obligations under this Agreement,then:
11.1. Customer shall be the data controller(where"data controller"means an entity which alone orjointly with
others determines purposes for which and the manner in which any personal data are, or are to be,
processed) and Superion shall be a data processor (where "data processor" means an entity which
processes the data only on behalf of the data controller and not for any purposes of its own);
0
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11.2. Customer shall ensure that it has obtained all necessary consents and it is entitled to transfer the relevant
personal data or personal information to Superion so that Superion may lawfully use,process and transfer
the personal data and personal information in accordance with this Agreement on Customer's behalf,
which may include Superion processing and transferring the relevant personal data or personal
information outside the country where Customer and the Authorized Users are located in order for
Superion to provide the Solutions and perform its other obligations under this Agreement; and
11.3. Superion shall process personal data and information only in accordance with lawful and reasonable
instructions given by Customer and as set out in and in accordance with the terms of this Agreement;and
11.4. each party shall take appropriate technical and organizational measures against unauthorized or unlawful
processing of the personal data and personal information or its accidental loss,destruction or damage so
that,having regard to the state of technological development and the cost of implementing any measures,
the measures taken ensure a level of security appropriate to the harm that might result from such
unauthorized or unlawful processing or accidental loss, destruction or damage in relation to the personal
data and personal information and the nature of the personal data and personal information being
protected. If necessary,the parties will cooperate to document these measures taken.
12. Representations and Warranties.
12.1. Software Warranty. Superion warrants to Customer that for a period of twelve (12) months from the
Execution Date, the Solutions (as delivered to Customer by Superion and when properly used for the
purpose and in the manner specifically authorized by this Agreement), will perform as described in the
Documentation in all material respects, including being free from any viruses or Harmful Code.
12.2. Professional Services Relyesentation and Warrant . Superion represents, warrants, and covenants to
Customer that during the Term, Superion will perform Professional Services using personnel of required
skill, experience, and qualifications and in a professional and workmanlike manner in accordance with
generally recognized industry standards for similar services and will devote adequate resources to meet
its obligations under this Agreement. If Customer reasonably believes that any Professional Services
were performed in violation of this warranty, it will notify Superion within twenty (20) days of service
performance describing the issue, together with adequate supporting documentation and data. Upon
receipt of such notice, Superion's obligation will be to re-perform the particular Professional Services
affected as soon as commercially reasonable at no additional charge.
12.3. Suoport Services Representation and Warranty. Superion represents, warrants, and covenants to
Customer that during the Term, Superion will perform the Support Services using personnel of required
skill, experience, and qualifications and in a professional and workmanlike manner in accordance with
both generally recognized industry standards for similar services, and the specific guidance for support
found in Exhibit 2, and will devote adequate resources to meet its obligations under this Agreement. If
Customer reasonably believes that any Support Services failed to meet this warranty,they will follow their
preferred escalation path outlined in the Support Standards below, including receipt of service credit.
12.4. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH
ABOVE, SUPERION MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH
REGARD TO THE SOLUTIONS, PROFESSIONAL SERVICES,SUPPORT SERVICES, AND/OR ANY
OTHER MATTER RELATING TO THIS AGREEMENT, AND THAT SUPERION DISCLAIMS ALL 4
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER, INCLUDING ALL I
WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, AND
SPECIFICALLY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE,AND NON-INFRINGEMENT. FURTHER, SUPERION EXPRESSLY
DOES NOT WARRANT THAT ANY SOLUTIONS, ANY CUSTOM MODIFICATION OR ANY
IMPROVEMENTS WILL BE USABLE BY CUSTOMER IF THE SOLUTIONS OR CUSTOM
MODIFICATION HAS BEEN MODIFIED BY ANYONE OTHER THAN SUPERION PERSONNEL, OR
WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL BE COMPATIBLE
WITH ANY HARDWARE OR SOFTWARE TO THE EXTENT EXPRESSLY SET FORTH IN THE
DOCUMENTATION. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS-IS" AND ANY
REPRESENTATION OR WARANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN
CUSTOMER AND THE THIRD-PARTY OWNER. THIS AGREEMENT DOES NOT AMEND, OR
MODIFY SUPERION'S WARRANTIES UNDER ANY AGREEMENT OR ANY CONDITIONS,
LIMITATIONS,OR RESTRICTIONS THEREOF.
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13. Notices. All notices and other communications required or permitted under this Agreement must be in writing
and will be deemed given when delivered personally, sent by United States registered or certified mail, return
receipt requested; transmitted by facsimile or email confirmed by United States first class mail, or sent by
overnight courier. Notices must be sent to a Party at its address shown below, or to such other place as the
Party may subsequently designate for its receipt of notices in writing by the other Party.
If to Superion: Superion
1000 Business Center Dr.
Lake Mary,FL.
Phone:407-304-3235 email: info@Supe_ion.com
Attention: Contracts Department I General Counsel
If to Customer: City of Fresno
2600 Fresno Street
Fresno,CA 93721-3608
Phone:* email:
Attention:
14. Force Majeure.
14.1. No Breach of Default. Neither Party will be liable to the other for any failure or delay in fulfilling or
performing any term of this Agreement(except for any payment obligation)when and to the extent such
failure or delay is caused by any circumstances beyond such Party's reasonable control (a "Force
Majeure Event"), including Acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion,
national or regional emergency, riot or other civil-unrest, labor disruption, acts and omissions of third
parties,governmental and judicial action(including embargoes,export or import restrictions) not the fault
of the Party failing or delaying in performance.
14.2. Affected Party Obligations. In the event of any failure or delay caused by a Force Majeure Event, the
affected Party shall give prompt written notice to the other Party stating the period of time the occurrence
is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize
the effects of such Force Majeure Event.
15. Mutual Indemnification.
15.1. Superion Indemnification. Superion shall indemnify, defend,and hold harmless Customer and Customer's
officers, elected officials, directors, employees, agents, successors, and assigns from and against any
and all losses incurred by or resulting from any Action by a third party(other than an Affiliate of Customer)
that Customer's use of the Solutions in accordance with this Agreement infringes or misappropriates such
third party's US Intellectual Property Rights, US patents, copyrights, or trade secrets. The foregoing
obligation does not apply to the extent that the alleged infringement arises from:
15.1.1. Third-Party Materials or Customer Data;
15 1.2, access to or use of the Solutions in combination with any hardware, system, software, network,
or other materials or service not provided or specified for Customer's use in the Documentation;
15.1.3. modification of the Solutions other than: by or on behalf of Superion or with Superion's written
approval in accordance with Superion's written specification;
15.1.4. failure to timely implement any modifications, upgrades, replacements, or enhancements made
available to Customer by or on behalf of Superion; or
15.1.5. act, omission, or other matter described in Section 15.2 below, whether or not the same results
in any Action against or losses by any Superion Indemnitee.
15.2. Customer Indemnification. Customer shall indemnify, defend, and hold harmless Superion and its
officers, directors, employees, agents, successors, and assigns from and against any and all losses
incurred by Superion resulting from any Action by a third party (other than an Affiliate of Superion) that
arise out of or result from, or are alleged to arise out of or result from:
15.2.1. Breach of the Parties Section 10 safeguards and security obligations attributable to Customer's
acts or omissions;
15.2.2. Gross negligence or more culpable act or omission(including recklessness or willful misconduct)
by Customer, any Authorized User, or any third party on behalf of Customer or any Authorized
User, in connection with this Agreement.
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15.3. Procedure. Each party shall promptly notify the other party in writing of any Action for which such
party believes it is entitled to be indemnified. The party seeking indemnification shall cooperate
with the other party at that party's sole cost and expense. The indemnitor shall promptly assume
control of the defense and shall employ counsel of its choice that is reasonably acceptable to the
indemnitee to handle and defend the same.
15.4. Sale Remedv. THIS SECTION SETS FORTH CUSTOMER'S SOLE REMEDIES AND SUPERION'S
SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL,THREATENED,OR ALLEGED CLAIMS THAT
THE SOLUTIONS OR SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES,
OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
16. Termination. This Agreement may be terminated:
16.1. For cause by either Party. By written notice to the other Party, if the other Party materially breaches this
Agreement and: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days
after the non-breaching Party provides the breaching Party with written notice of such breach.
16.2. For lack of payment. By written notice to Customer, if Customer's failure to pay amounts due under this
Agreement has continued more than ninety(90) days after delivery of written notice of non-payment.
16.3. Budgetary Appropriations.Superion acknowledges that continued performance and funding is dependent
upon amounts being budgeted,appropriated, or otherwise legally available to the Customer in the future.
Customer represents and warrants to Superion that it has appropriated sufficient funds due to Superion
under this Agreement and hereby certifies that it will make appropriate requests for budget appropriations
to meet continued obligations herein in subsequent fiscal years. If a funding or budgetary issue arises,
Customer agrees to notify Superion as soon as commercially reasonable. If Superion and Customer
cannot resolve the funding issue within ninety (90) days,the Agreement will terminate, with Customer to
pay Superion any amounts owed for goods and services provided prior to termination of the Agreement.
17. Effect of Termination or Expiration. On the expiration or earlier termination of this Agreement:
17.1. all rights, licenses, and authorizations granted to Customer hereunder will immediately terminate and
Customer shall immediately cease all use of and other activities with respect to Superion's Confidential
Information relating to the Solutions, and within thirty (30) days deliver to Superion, or at Superion's
request destroy and erase Superion's Confidential Information from all systems Customer directly or
indirectly controls; and
17.2. all licenses, access or subscription fees, services rendered but unpaid, and any amounts due by
Customer to Superion of any kind are immediately payable and due no later than thirty (30) days after
the effective date of the termination or expiration,including anything that accrues within those thirty days.
17.3. The provisions set forth in the following sections, and any other right or obligation of the parties in this
Agreement that, by its nature (including but not limited to: Use Restrictions, Confidential Information,
Warranty Disclaimers, Mutual Indemnifications & Limitations of Liability), should survive termination or
expiration of this Agreement,will survive any expiration or termination of this Agreement.
17.4. Return of Customer Data. If Customer requests in writing at least 10 days prior to the effective date of
expiration or earlier termination of this Agreement, Superion shall within 60 days following such expiration
or termination, deliver to Customer in Superion's standard format the then most recent version of
Customer Data maintained by Superion, provided that Customer has at that time paid all Fees then
outstanding and any amounts payable after or as a result of such expiration or termination.
17.5. Deconversion. In the event of(i) expiration or earlier termination of this Agreement, or (ii) Customer no
longer purchasing certain Solutions (including those indicated to be Third-Party Materials), if Customer
requests assistance in the transfer of Customer Data to a different vendor's applications
("Deconversion"), Superion will provide reasonable assistance. Superion and Customer will negotiate in
good faith to establish the relative roles and responsibilities of Superion and Customer in effecting
Deconversion, as well as the appropriate date for completion. Superion shall be entitled to receive
compensation for any additional consultation, software and documentation required for Deconversion on
a time and materials basis at Superion's then standard rates.
18. Assignment. Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer
any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by
operation of law, or otherwise, without Superion's prior written consent, which consent Superion may give or
withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, any
merger, consolidation, or reorganization involving Customer(regardless of whether Customer is a surviving or
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disappearing entity)will be deemed to be a transfer of rights, obligations,or performance under this Agreement
for which Superion's prior written consent is required. No delegation or other transfer will relieve Customer of
any of its obligations or performance under this Agreement. Any purported assignment, delegation or transfer
in violation of this Section is void.This Agreement is binding upon and inures to the benefit of the Parties and
their respective permitted successors and assigns.
19. No Waiver. A Party's failure to enforce its rights with respect to any single or continuing breach of this
Agreement will not act as a waiver of the right of that Party to later enforce any such rights or to enforce any
other or any subsequent breach.
20. Arbitration of Disputes.Any dispute,controversy or claim arising out of or relating to this Agreement,including
the breach,termination, or validity thereof,shall be resolved by final and binding arbitration.
20.1. Arbitration Procedure.The claimant shall commence the arbitration by delivering a notice of arbitration to
the respondent setting out the nature of the claim(s), the relief requested, and the proposed location.
Within thirty (30) days of the receipt of the notice, the respondent shall deliver its answer any
counterclaim(s),relief requested,and any proposed change to location.The tribunal shall consist of three
(3)arbitrators, appointed as follows:The claimant shall appoint an arbitrator in the request for arbitration
and the respondent shall appoint an arbitrator in the answer.The two arbitrators so appointed shall,within
thirty(30)days of delivery of the answer,appoint a third arbitrator who shall act as the chair of the tribunal.
The tribunal shall decide the procedures in the arbitration after consultation with the parties.The tribunal
may make its decisions by a majority. The tribunal shall have the power to grant any provisional or final
remedy or relief it deems appropriate, including conservatory measures and an award of attorneys'fees.
The parties agree that judgment may be entered upon the award by any court having jurisdiction.
21. Jurisdiction and Governing Law. This Agreement and any dispute or claim arising,directly or indirectly, out
of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) is
governed by,and shall be construed and enforced in accordance with,the laws of the State of Florida excluding
choice of law. Each party irrevocably(i)agrees that a County or Circuit Court in the Eighteenth Judicial Circuit,
in and for Seminole County, Florida, or the United States District for the Middle District of Florida, shall have
exclusive jurisdiction to settle any dispute, controversy or claim arising, directly or indirectly, out of or in
connection with this Agreement,orthe breach,termination or validity thereof(including non-contractual disputes
or claims)and that such court shall be the proper venue therefor;(ii)waives the right to trial by jury,(iii)consents
to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at
which the party is to receive notice and (iv) agrees that the prevailing party shall be entitled to recover its
reasonable attorney's fees,court costs and other legal expenses from the other party.
22. Severability. If any provision of this Agreement is illegal or unenforceable, it will be deemed stricken from the
Agreement and the remaining provisions of the Agreement will remain in full force and effect.
23. LIMITATIONS OF LIABILITY.
23.1. LIMITED LIABILITY OF SUPERION. SUPERION'S LIABILITY IN CONNECTION WITH THE
SERVICES, IMPROVEMENTS OR ANY OTHER MATTER RELATING TO THIS AGREEMENT WILL
NOT EXCEED THE FEES THAT CUSTOMER ACTUALLY PAID TO SUPERION IN CONNECTION
WITH THIS AGREEMENT FOR THE INITIAL TERM OR RENEWAL TERM WHEN THE RELEVANT
ACTIONS LEADING TO SUCH LIABILITY AROSE. IN ANY EVENT, SUPERION SHALL NOT BE
LIABLE FOR ANY LOSSES RESULTING FROM THE CRIMINAL ACTS OF THIRD PARTIES.
23.2. EXCLUSION OF DAMAGES. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN
FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE,IN NO EVENT WILL SUPERION,SUPERION
PERSONNEL, SUBCONTRACTORS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION
WITH THIS AGREEMENT FOR ANY (1) LOSS OF DATA, BUSINESS, REVENUE, PROFIT,
GOODWILL,OR REPUTATION,(11)BUSINESS INTERRUPTION,INCREASED COSTS, DIMINUTION
IN VALUE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON
BREACH OF CONTRACT,TORT(INCLUDING NEGLIGENCE), STRICT LIABILITY,OR OTHERWISE;
AND WHETHER OR NOT SUPERION, SUPERION PERSONNEL, SUBCONTRACTORS OR
SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR
SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
23.3. BASIS OF THE BARGAIN. CUSTOMER ACKNOWLEDGES THAT SUPERION HAS SET ITS FEES
AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY
AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THIS AGREEMENT,
AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
9
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24. Third-Party Materials. Customer is hereby advised that Superion provides front-line support services for third
parties, but these third parties assumes all responsibility for and liability in connection with the Third-Party
Materials. Superion is not authorized to make any representations or warranties that are binding upon the third
party or to engage in any other acts that are binding upon the third party, excepting specifically that Superion is
authorized to represent the fees for the Third-Party Materials as the same is provided for in the Agreement and
to accept payment of such amounts from Customer on behalf of the third party for as long as such third party
authorizes Superion to do so. As a condition precedent to installing or accessing any Third-Panty Materials,
Customer may be required to execute a click-through, shrink-wrap EULA or similar agreement provided by the
Third-Party Materials provider.
25. Entire Agreement; Amendment and Modification. This Agreement contains the entire understanding of the
parties with respect to its subject matter, and supersedes and extinguishes all prior oral and written
communications between the parties about its subject matter. Any purchase order, agreement, or other
ordering document issued by Customer at any time for any reason,will not modify or affect this Agreement nor
have any other legal effect notwithstanding the inclusion of any additional or different terms or conditions in any
such ordering document and shall serve only the purpose of identifying the products or services ordered. No
modification of this Agreement will be effective unless it is in writing, is signed by each Party, and expressly
provides that it amends this Agreement. Notwithstanding any language to the contrary herein, numbered Add-
On Quotes on Superion letterhead issued by authorized Superion representatives and signed by Customer
shall constitute an amendment to this Agreement.
26. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective
successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any
other person any legal or equitable right, benefit,or remedy of any nature under or by reason of this Agreement_
27. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all
of which together are deemed to be one and the same agreement.A signed copy of this Agreement delivered
by facsimile, e-mail, or other means of electronic transmission is deemed to have the same legal effect as
delivery of an original signed copy of this Agreement.
28. Cooperative Purchases.This Contract may be used by other government agencies.Superion has agreed
to offer similar services to other agencies under the same terms and conditions as stated herein except that
the compensation may be negotiated between Superion and other agencies based on the specific revenue
expectations, agency reimbursed costs, and other agency requirements. The Customer will in no way
whatsoever incur any liability in relation to specifications, delivery, payment, or any other aspect of
purchases by such agencies.
29. Incorporated Exhibits to this Agreement:
29.1. Exhibit 1 —Project Cost Summary
29.2. Exhibit 2- Maintenance&Support Standards
29.3. Exhibit 3—Travel Expense Guidelines
�F
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- - - SUPERION
� �CENTRALSQLIA ,�E
....�I
EXHIBIT 1
Project Cost Summary
Annual
Term Access Fees
April I,2019-December 31,2019(Partial Term) $150,611.24
January 1,2020-December 31,2020 $195,895.58
January 1,2021 -December 31,2021 $200,792.96
January 1,2022-December 31,2022 $208,824.68
[January 1,2023 -December 31,2023 $217,177.67
Applications and/or Services Annual Access
_ Fee
Renewal Services S 200.815.00
Existing NaviLine Products Customer Information System(CX),Cash Receipts(CR),Land Included in Annual
(Currently Licensed) Management(LX),Click2Gov Core Module(K1),Click2Gov CIS Access Fee
(K2), BP/Voice Response Interface(V1),CISNoice Response
Interface(V2),Credit Card Interface,Document Management
Systems(DX),One Point Point-of-Sale(KM),OnePoint Core(KL),
Fusion API's,Fusion Proprietary,Web Enablement,NaviLine User
Interface Click2Gov Test Server
Existing NaviLine Products Building Permits(BP), Code Enforcement(CE), Included in Annual
(Read Only) Planning/Engineering(PZ),Occupational Licenses(OL),Accounts Access Fee
Receivable(MR),Work Orders/Faciltiy Management(WF)
Terminating NaviLine Products Click2Gov Building Permits(K3) N/A
Terminating NaviLine Products QRep Catalogs(BP,CE,CR,CX,LX,OL,PZ,MR,WF) Included in Annual
Effective 12/31/19 Access Fee
Existing Third Party Products Cognos Admin(1), Cognos End User(9) Included in Annual
(Current) Licensed) Access Fee
Terminating Third Party Products Cognos Admin(1), Cognos End User(9) Included in Annual
Effective 12131119 Access Fee
Retrofit Modifications 85 Mods Included in Annual
Access Fee
Horizon Cloud Services Hardware and software will be hosted and managed by Superion. Included in Annual
Site to Site VPN,Setup,Implementation,Disaster Recovery Plan Access Fee
for Superion applications,Blended Web Learning
NaviLine Test Environment Up to 4 refreshes per year;$600 per additional refresh. Included in Annual
Access Fee
T Total Proposed System:.; $ 200.815.00
*Terminated Products: The Customer is terminating the Click2Gov Building Permits(Q), QRep Catalogs (BP,
CE, CR, CX, LX, CIL, PZ, MR,WF),and Third Party Products Cognos Admin (1), Cognos(9 user)effective
December 31,2019.
Each party hereby releases, acquits and discharges the other party of and from any and all claims,debts,
demands, rights of indemnification, and causes of action of whatsoever nature,whether in contract or otherwise,
whether arising under or by virtue of any statute or regulation, whether known or unknown, suspect or
unsuspected, or whether having arisen or hereafter to arise for any losses or damages of which have accrued or
may ever hereafter accrue to the other party,arising out of or on account of the Terminated Products.
Neither the fact of compromise, settlement and release, nor the payment, acceptance, or relinquishment of any
consideration hereunder or under the Agreement, nor the execution of this Agreement shall be construed or taken
in any way as an admission of fault, liability or responsibility on the part of Superion and Customer, including its
Note:Pricing for Professional Services is a good faith estimate based on the information available to Superion at the time of execution of this Agreement
The total amount that Customer may pay for these services can vary based on the actual number of hours required to complete the services.If required,
additional services will be provided on a time and materials basis at hourly rates equal to Superion's then-current list price rates forthe services at issue
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employees and agents, agree to so state in any communications,characterizations,and/or dissemination
concerning this matter with any third party other than its attorney.
PAYMENT TERMS:
RECURRING FEES
a. The Annual Access Fee is due: April 1,2019 and January 1It annually thereafter.
ANCILLARY FEES
b. Reimbursement of travel and living expenses will be governed by Exhibit 3("Travel Expense Guidelines")
attached hereto and will be invoiced monthly in arrears and due within thirty(30)days from date of invoice.
G. Customer is responsible for paying all taxes relating to this Agreement.Applicable tax amounts(if any)are
not included in the fees set forth in this Agreement. If Customer is exempt from the payment of any such
taxes,Customer must provide Superion valid proof of exemption; otherwise, Superion will invoice Customer
and Customer will pay to Superion all such tax amounts.
d. If Customer fails to make any payment when due,then Superion may charge interest on the past due
amount at the rate of 1.5% per month calculated daily and compounded monthly,or, if lower,the
highest rate permitted under applicable law;and If such failure continues for 90 days following written
notice thereof, Superion may suspend performance or access until past due amounts have been paid.
a �
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.,SUPERION CENTRALSU
EXHIBIT 2
Su ort Standards
1. Superion Cloud Security Program
1.1. Access & Continuity. Logical access restrictions
include VLAN data segregation,extensive deny-by-
default access control lists, and Multi-Factor �.
authentication required for System Administration.
Business continuity is prioritized via daily encrypted
backup stored offsite, virtual tape backup
technology to counter loss of physical media, and
full replication to disaster recovery site, with
redundancy an availability through multiple carriers.
1.2. Security & Monitoring_ SSL and IPSEC VPN with
256 bit encryption, web application firewalls, multi-
layered infrastructure model with recorded internal
and external CCTV, card access control, best of
breed HVAC/fire suppression/physical, security,
and backed by 24-7 x 365 monitoring by a staffed
operations facility for: Intrusion detection & Y
prevention, DDOS mitigation, and automated
network incident creation and escalation.
1 3. Testing, Audits & Compliance- 3rd party internal,
external, perimeter vulnerability and penetration CN��crmar 1°
testing.Centrally managed patching, OS hardening
program, and endpoint protection on all servers.
Industry standard compliance includes annual S
completion of: SSAE18/ISAE Data Center Audit, y••,, ,, .,n
SSAE18 Operations Audit, PCI-DSS Compliance
Audit, Vulnerability Testing & CVSS Audit, and
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2. Service Level Commitments
2.1. Tar et. In each Service Period, the target for availability of the Solutions is 99.9% ("Availability Target").
("Service Period") means 24 hours per day Monday through Sunday each calendar month that Customer
receives the Solutions, excluding Sundays between 12:00 AM and 12:00 PM Eastern Time for scheduled
maintenance. During this time, Customers may experience intermittent interruptions. Superion will make
commercially reasonable efforts to minimize the frequency and duration of these interruptions and will notify
the Customer if the entire maintenance window will be required.
2.2. Support Terms. Beginning on the Execution Date and continuing in twelve (12) month increments, each a
("Support Term"), Superion shall provide ongoing Support Services described herein, subject to and
conditioned on sustained payment of Fees and compliance with all terms and conditions of this Agreement.
2.3. Measurement. Service availability is measured as the total time that the Solutions are available during each
Service Period for access by Customer("Service Availability"). Service Availability measurement shall be
applied to the production environment, and the points of measurement for all monitoring shall be the servers
and the Internet connections at Superion's hosted environment. Superion has technology monitoring,
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measuring,and recording Service Availability.The Customer,at their discretion,may also employ monitoring
tools, not to override Superion's measurements for the purposes of calculating Service Availability.
Additionally,the use must be:
2.3.1.1. mutually agreed upon by Superion and the Customer.
2.3.1.2. paid, installed and maintained by the Customer.
2.3.1.3. non-invasive and may not reside on Superion's systems.
2.4. Calculation. Service Availability for a given month shall be calculated using the following calculation:
2.4.1.The total number of minutes which the service was NOT available in a given month shall be subtracted
from the total number of minutes available in the given month. The resulting figure is divided by the
total number of minutes available in the given month
2.4.2.Service Availability Targets are subject to change due to the variance of the number of days in a month.
2.4 3.The total number of minutes which the service was NOT available in a given month shall exclude
minutes associated with scheduled or emergency maintenance.
2.5. Remedy. If the Service Period target measurement is not met then the Customer shall be entitled to a credit
calculated as follows:
Service Availability in the relevant Percentage Reduction in Monttlty Fee foK
Service Period the Subsequent Service Period
Less than 99.9%but greater than or equal to 99.0% 5%
Less than 99.0%but greater than or equal to 95.0% 10%
Less than 95/0 20/°
2.6.If not directly reported by Superion,Credit entitlement must be requested by the Customer within sixty(60)days
of the failed Target. Superion's failure to meet the relevant service level commitment. Customer shall not be
entitled to offset any monthly Solutions fee payments, nor withhold fee payments, on account of a pending
credit. Customer shall not be eligible for credits for any period where Customer is more than thirty (30) days
past due on their account Superion will provide reporting, showing performance and service levels.
3. Server Performance&Capacity.
3.1.Superion shall provide sufficient server capacity for the duration of this hosting Agreement to meet the
reasonable performance requirements for the number of concurrent system users provided for in this
Agreement. If the Customer requests, at some later date, to add additional Solutions, increase user licenses,
increase storage or processing requirements, and/or request additional environments, these requests will be
evaluated and if additional resources are required to support modifications,additional fees may apply.
3.2."In-network" is defined as any point between which the data packet enters the Superion environment and
subsequently departs the Superion environment. Any point of communications outside of the Superion
protected network environment shall be deemed as "out-of-network." Superion is not responsible for Internet
connectivity and/or performance out-of-network.
4. System Maintenance.
4.1.Solutions maintenance and upgrades. Superion will provide all hosted systems and network maintenance as
deemed appropriate and necessary by Superion. Maintenance and upgrades will be scheduled in advance with
the Customer's primary contact if they fall outside of the designated hours set aside for this function of Sundays
from 12:OOAM to 12:00 PM.
4.2.Hardware maintenance and upgrades. Hardware maintenance and upgrades will be performed outside of the
Customer's standard business hours of operation and the Customer will be notified prior to the upgrade.
4.3.Emergency maintenance. Emergency situations will be handled on a case-by-case basis in such a manner as
to cause the least possible disruption to overall system operations and availability without negatively affecting
system stability and integrity. Superion will attempt to notify the Customer promptly, however if no contact can
be made, Superion management may deem it necessary to move forward with the emergency maintenance.
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5. Incident Response. Incidents are defined as interruptions to existing service and can range in priority from urgent
to low depending on the impact to the Customer. Superion will make commercially reasonable efforts to respond to
Solutions incidents for live production systems using the fol[owin.2 guidelines:
Priority Impact Description Performance Target Minimum
Performance
Lave] Goal%
1 Urgent An Incident that results in loss of Customer Superion will respond 95%
connectivity to all of the Solutions or results in within 1 hour of the
loss. corruption or damage to Customer's Data. issue being reported.
2 Critical An Incident that has an adverse material impact Superion will respond 95%
on the performance of the Solutions or within 2 hours of the
materially restricts Customer's day-to-day issue being reported.
operations.
3 Non- An Incident that does not result in a failure of Superion will respond 95%
Critical the Solutions but a fault exists that restricts the within 4 hours of the
Customer's use of the Solutions. issue beingreported.
4 Minor An Incident that does not affect or which has Superion will respond 95%
minimal adverse impact on the use of the within 24 hours of the
Solutions. issue being reported.
5.1.Measurement. Superion shall track and report on response and resolution time for application and hosting
support issues identified by the Customer.
6. Disaster Recovery. Superion provides disaster recovery services for Solutions. The costs for these disaster
recovery services are included in the monthly fees. In the event that a disaster renders the Customer's data center
is inaccessible or rendered non-functional,Superion will provide the ability to connect to the appropriate data center
using software provided by Superion.This will allow the Customer to connect to their systems from a remote site to
the previously identified critical functions, however functionality may be diminished due to lack of access to
hardware and/or software located in the Customer's facilities.
7. Exceptions.Superion shall not be responsible for failure to carry out its service and maintenance obligations under
this Agreement if the failure is caused by adverse impact due to:
7.1.defectiveness of the Customer's environment,Customer's systems, or due to Customer corrupt, incomplete, or
inaccurate data reported to the Solutions,or documented Defect.
7.2.denial of reasonable access to Customer's system or premises preventing Superion from addressing the issue.
7.3.material changes made to the usage of the Solutions by Customer where Superion has not agreed to such
changes in advance and in writing or the modification or alteration, in any way, by Customer or its
subcontractors,of communications links necessary to the proper performance of the Solutions.
7.4.a force majeure event,or the negligence,intentional acts, or omissions of Customer or its agents.
8. Incident Resolution. Actual response times and resolutions may vary due to issue complexity and priority. For
critical impact level and above, Superion provides a continuous resolution effort until the issue is resolved.
9. Service Requests. Service requests are new requests that will take less than 8 hours to accomplish. For new
requests that require additional time, Superion will prioritize these requests, and determine if extra time is needed
to order equipment or software.
10. Non-Production Environments. Superion will make commercially reasonable efforts to provide non-production
environment(s)during Customer business hours. Non-production environments are not included under the metrics
or service credit schedules discussed in this Exhibit.
10.1.Maintenance. All forms of maintenance to be performed on non-production environments will follow the exact
structure and schedules outlined above in Section 3 for regular System Maintenance.
10.2.Encidents and service requests. Non-production environment incidents are considered priority 3 or 4, dictated
by circumstances and will be prioritized and scheduled similar to production service requests.
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11. Responsibility Summary Matrix.
fees nsiti!]it - air" _
Description Superion Customer
Res onsibilit Re—nsibilit
ASP Server Hardware management X
ASP Server Files stem management X
ASP Server OS upgrades and maintenance X
ASP Database product upgrades and maintenance X
ASP 3rd Party product upgrades and maintenance X
Application Update Installation
Request to install application updates X
Installation of application updates X
ASP Backu2 Management X
Data and or File restoration
Request to restore data and or files X
Restoration of data and or files X
Network
ASP Network up to and including the router at Superion's location X
ASP Router at Customer's location X
Customer's network up to the router at Customer's location X
Customer Workstations X
System Performance X X
Add/Change users
User add/change requests X
User add/change implementation for System Access X
User add/change implementation for Solutions X
Add/Change Printers
Printer add/change requests X
Printer add/change implementation on ASP network X
Printer add/change implementation for Solutions X
Disaster Recovery X
Password Management X X
Application Management
A2plication Configuration X
Application Security Management X
Accuracy and Control of Data X
Securit
Intrusion and Penetration Testing X
12. Virtual Private Network (VPN) Concentrator. If Customer's desired system configuration requires the use of a
VPN concentrator, including router,this will be provided by Superion. It will reside at Customer's location but is,and
shall remain the property of Superion.
13. Customer Cooperation. Customer may be asked to perform problem determination activities as suggested by
Superion. Problem determination activities may include capturing error messages, documenting steps taken and
collecting configuration information. Customer may also be requested to perform resolution activities including,for
example, modification of processes. Customer agrees to cooperate with such requests, if reasonable.
14. Training. Outside the scope of training services purchased, if any, Customer is responsible for the training and
organization of its staff in the operation of the Solutions.
15. Development Work. The Support Standards do not include development work either(i) on software not licensed
from Superion or(ii)development work for enhancements or features that are outside the documented functionality
of the Solutions, except such work as may be specifically purchased and outlined in Exhibit 1. Superion retains all
Intellectual Property Rights in development work performed and Customer may request consulting and
development work from Superion as a separate billable service.
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16. Telephone Support &Support Portal
16.1.Hours. Superion shall provide to Customer, Monday through Friday, 8:00 A.M.to 5:00 P.M. Customer's Local
Time within the continental United States,excluding holidays("5x9").Superion shall provide to Customer,during
the Support Hours,commercially reasonable efforts in solving errors reported by the Customer as well as making
available an online support portal. Customer shall provide to Superion reasonably detailed documentation and
explanation,together with underlying data,to substantiate errors and to assist Superion in its efforts to diagnose,
reproduce and correct the error.This support shall be provided by Superion at Customer location(s)if and when
Superion and Customer agree that on-site services are necessary to diagnose or resolve the problem. If a
reported error did not, in fact, exist or was not attributable to a defect in the Solutions or an act or omission of
Superion, then Customer shall pay for Superion's investigation and related services at Superion's standard
professional services rates. Customer must provide Superion with such facilities, equipment and support as
are reasonably necessary for Superion to perform its obligations under this Agreement, including remote
access to the Specified Configuration
16.2.Releases.Customer shall promptly install and/or use any Release provided by Superion to avoid or mitigate a
performance problem or infringement claim. All modifications, revisions and updates to the Solutions shall be
furnished by means of new Releases of the Solutions and shall be accompanied by updates to the
Documentation whenever Superion determines, in its sole discretion,that such updates are necessary.
16.3.Case Number. Measured from the moment a Case number is created. As used herein a "Case number" is
created when a)a Superion support representative has been directly contacted by Customer either by phone,
in person,or through Superion's online support portal,and b)when Superion's support representative assigns
a case number and conveys that case number to the Customer.
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SUPERION CENTRAL��J'UArKL__:
EXHIBIT 3
Travel Expense Guidelines
Superion will adhere to the following guidelines when incurring travel expenses:
All arrangements for travel are to be made through the Superion Corporate Travel Agent unless other
arrangements have been made with the Customer and are documented in writing.
AIR TRAVEL—Superion will use the least expensive class of service available with a minimum of seven(7)
day, maximum of thirty (30)day, advance purchase. Upon request, Superion shall provide the travel itinerary as
the receipt for reimbursement of the airfare and any fees. Fees not listed on the itinerary will require a receipt
for reimbursement.
Trips fewer than 250 miles round are considered local. Unless a flight has been otherwise approved by the
Customer, Customer will reimburse the current IRS approved mileage rate for all local trips.
LODGING—Superion will use the most reasonable accommodations possible,dependent on the city. All food
items, movies, and phone/internet charges are not reimbursable.
RENTAL CAR—Compact or Intermediate cars will be required unless there are three or more Superion
employees sharing the car in which case the use of a full size car is authorized. Gas is reimbursable however,
pre-paid gas purchases will not be authorized and all rental cars are to be returned with a full tank of gas. Upon
request, receipts for car rental and gas purchases will be submitted to Customer. Superion shall decline all
rental car insurance offered by the car rental agency as staff members will be covered under the Superion auto
insurance policy. Fines for traffic violations are not reimbursable expenses.
OTHER TRANSPORTATION—Superion staff members are expected to use the most economical means for
traveling to and from the airport(Airport bus, hotel shuttle service). Airport taxi or mileage for the employee's
personal vehicle(per IRS mileage guidelines) are reimbursable if necessary. Upon request, receipt(s)for the
taxi will be submitted to Customer. Proof of mileage may be required and may be documented by a readily
available electronic mapping service. The mileage rate will be the then-current IRS mileage guideline rate
(subject to change with any change in IRS guidelines).
OTHER BUSINESS EXPENSES—Parking at the airport is reimbursable. Tolls to and from the airport and while
traveling at the Customer site are reimbursable.Tipping on cab fare exceeding 15% is not reimbursable. Porter
tips are reimbursable, not exceeding$1.00 per bag. Laundry is reimbursable when travel includes a weekend
day or Company Holiday and the hotel stay is four nights or more. Laundry charges must be incurred during the
trip and the limit is one shirt and one pair of pants/skirt per day.With the exception of tips, receipts shall be
provided to Customer upon request for all of the aforementioned items.
MEALS—Standard per Diem. Subject to change due to cost of living.