Item 4B - MemoCITY OF
SOUTHLA,KE
MEMORANDUM
(December 7, 2021)
To: Shana Yelverton, City Manager
From: Rob Cohen, Director of Public Works
Subject: Approve the purchase of software and support services from
Data Transfer Solutions, LLC for VueWorks Licenses in an
amount not to exceed $240,000.
Action
Requested: Approve the purchase of software and support services from Data
Transfer Solutions, LLC for VueWorks Licenses in an amount not to
exceed $240,000.
Background
Information: In the FY 2022 adopted budget, City Council allocated funds to
purchase and implement an Enterprise Asset Management (EAM)
system. The EAM will improve the management and maintenance
of the City's physical assets throughout its entire lifecycle. It will
provide business lines with the ability to track the life span of
assets, as well as track labor costs, training, equipment warranties,
and predictive maintenance. The information gathered from these
tracking elements can assist in:
• improving customer service.
• manage workload, so the Department can identify gaps
between labor demands and labor supply and determine if there
is a need for additional resources.
• optimizing operations to ensure ongoing, timely, cost-effective,
reliable, and sustainable performance improvements are applied
to day-to-day operations.
• infrastructure stability to give insight to the condition of and
costs associated with all critical infrastructure assets.
• financial viability to have a comprehensive understanding of the
full life -cycle costs of the City's infrastructure assets.
Data Transfer Solutions offers a software solution, VueWorks, that
meets all requirements necessary for a robust, cross -functional
asset management suite. The software installation and
configuration activities are scheduled in two-year phases, with
FY22 being year 1 of implementing the Water Division, Wastewater
Division, Environmental Division, Traffic Division, and the Streets &
Drainage Division. With City Council authorization, project kickoff
will be January 2022. Phase 2 will be an FY23 implementation for
Fleet, Facilities and Community Services (Parks) departments.
Financial
Considerations: Funding is available via the FY 2022 Technology Infrastructure and
Security Fund and the Water Operating Budgets. Expenditures will
not exceed budgeted funds.
Strategic Link: This item links to the City's Strategy Map strategic focus areas of
Safety & Security, Infrastructure and Performance Management &
Service Delivery. It specifically relates to the City's Corporate
Objectives, B1: Achieve Best -In -Class Status In All City Disciplines,
B2: Collaborate With Select Partners to Implement Service
Solutions, and F2: Invest to Provide & Maintain High Quality Public
Assets. The Critical Business Outcome is, CBO1: Maintain A
Strong Financial Position And Implement Plans and Policies To
Ensure Future Financial Strength.
Citizen Input/
Board Review: None.
Legal Review: The proposed agreements have been reviewed and approved by
the City Attorney.
Alternatives: The City Council may approve or deny the agreement.
Staff
Recommendation: Approve the purchase of software and support services from Data
Transfer Solutions, LLC for VueWorks Licenses in an amount not to
exceed $240,000.
Supporting
Documents: Attachment A: Professional Services Agreement
Attachment B: License Agreement
Staff Contact: Rob Cohen, Director of Public Works
Jack Thompson, Deputy Director of Public Works — Operations
Attachment A
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PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement ("Agreement"), effective this day of October 2021,_ is by
and between DATA TRANSFER SOLUTIONS, LLC, having offices at 3680 Avalon Park East Blvd, Suite
200, Orlando, FL 32828 ("DTS"), and City of Southlake, TX, having offices at 1400 Main Street, Southlake,
TX 76092 ("Client"). Hereinafter, DTS and Client shall be collectively referred to as the "Parties" or
individually referred to as a "Party."
1.1 DTS shall provide to Client the requested professional services as described herein at Attachment
A.
1.2 In performing its work under this Agreement, DTS shall perform its services to the standard of care
of a reasonable professional that is performing the same or similar work, at the same time and
locality and under the same or similar conditions faced by DTS (Standard of Care).
1.3 DTS' services shall be performed as expeditiously as is consistent with professional skill and care
and the orderly progress of the project.
1.4 It is understood and agreed that DTS' services under this Agreement do not include participation
in or support for any litigation. Should such services be required, a Supplemental Agreement may
be negotiated between the Client and DTS describing the services desired and providing a basis
for compensation to DTS.
1.5 If any change proposed by the Client to the requested professional services described in
Attachment A causes an increase or decrease in the cost and/or time required for performance of
this Agreement, DTS shall notify the Client and the change will be reduced to writing mutually
agreed to by both parties and will modify this Agreement accordingly.
ARTICLE 2 — COMPENSATION
2.1 The compensation to be paid to DTS for providing the requested services shall be (if additional
pages are necessary, they are identified as Attachment B): Check the applicable box below.
❑ "Time & Materials" identified in Attachment B. Time - Actual or averaged labor rate fully
burdened with overhead and profit. Material - travel, materials or equipment, printing and
reproduction costs, and survey supplies.
❑X A "Fixed Price" (Lump Sum) amount of $693,000 paid in accordance with Attachment B.
❑ "Unit Rates"/"Unit Prices" identified in Attachment B.
(Unit Rate/Price includes the cost of fully loaded labor, expenses, equipment, inclusive of profit.)
❑ Other - Identified in Attachment B
2.2 If DTS' Services under this Agreement are delayed, suspended, or interrupted for reasons beyond
DTS' control, DTS' compensation and schedule shall be equitably adjusted at the time of
performance.
2.3 RETAINER (Check box below if applicable)
❑ Client shall pay a retainer to DTS for the Services described herein in the amount of $ !'q or�
trip here to enter text, This fee shall be payable in advance upon contract signing. This retainer is
non-refundable. DTS shall bill first to the retainer. Upon depletion of the retainer, Client shall pay
additional fees, if any, upon presentment of an invoice as provided for herein.
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2.4 Client hereby acknowledges that DTS cannot warrant that any cost estimates provided by DTS will
not vary from actual costs incurred by the Client
2.5 It is understood and agreed that DTS' services under this Agreement are limited to those described
in Article 1 hereof (and Attachment A) and do not include participation in or control over the
operation of any aspect of the project. Compensation under this Agreement does not include any
amount for participating in or controlling any such operation.
3.1 DTS shall submit invoices to the Client for work accomplished during each month, unless
otherwise required by the scope/compensation for this Agreement. For services provided on a
Fixed Price basis, the amount of each monthly invoice shall be determined on the "percentage of
completion method" whereby DTS will estimate the percentage of the total work (provided on a
Fixed Price basis) accomplished during the invoicing period. Invoices may include, separately
listed, any charges for services for which time charges and/or unit costs may apply. Such invoices
shall also include, separately listed, any charges for Professional Associates and reimbursable
costs. Such invoices shall be submitted by DTS as soon as practicable after the end of the calendar
month in which the work was accomplished. The Client agrees that the monthly invoice from DTS
is correct, conclusive, and binding on the Client unless the Client within fourteen (14) working days
from the date of receipt of such invoice, notifies DTS in writing of alleged inaccuracies,
discrepancies, errors in the invoice, or the need for additional backup. Where the method of
payment is based on a time and materials, unit rates/unit price, or other hourly based
compensation, time segment for charging of work shall be based on actual time charged.
3.2 The Client, as owner or authorized agent for the owner, hereby agrees that payment as provided
herein will be made for said work within 30 days from the date the invoice for same is mailed to the
Client at the address set out herein or is otherwise delivered, and, in default of such payment,
hereby agrees to pay all costs of collection, including reasonable attorney's fees, regardless of
whether legal action is initiated. The Client hereby acknowledges that undisputed, unpaid invoices
shall accrue interest at the maximum rate allowed by law after they have been outstanding for
more than 30 days. DTS reserves the right to suspend all services on the Client's project without
notice if an undisputed invoice remains unpaid 45 days after date of invoice. This suspension shall
remain in effect until allunpaid invoices are paid in full, and DTS shall not have any liability to Client
for delays or damages caused by Client's untimely or unpaid payments.
ARTICLE 4 — DOCUMENTS
4.1 All original sketches, tracings, drawings, computations, details, design calculations, and other
documents and plans that result from DTS' services under this Agreement are and remain the
property of DTS as instruments of service. Where such documents are required to be filed with
governmental agencies, DTS will furnish copies to the Client upon request. Reuse or modification
by the Client is prohibited. Any unapproved use or modification by Client or Client's clients shall be
at Client's sole risk without liability or legal exposure to DTS unless approved in writing by DTS
prior to such reuse.
ARTICLE 5 — NO WARRANTY
5.1 DTS makes no warranties, expressed or implied, or arising by operation of the law or course of
performance, custom, usage in the trade or profession, including without limitation the implied
warranties of merchantability and fitness for a particular purpose.
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6.1 The limit of liability of ether party to the other for any cause or combination of causes shall be, in
totalamount, limited to the fees paid under this Agreement.
7.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY, ON BEHALF OF THEMSELVES,
THEIR GOVERNING OFFICERS AND EMPLOYEES, THE PARTIES WAIVE ALL CLAIMS
AGAINST EACH OTHER FOR INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES, AND
PUNITIVE DAMAGES, WHETHER ARISING IN CONTRACT, WARRANTY, TORT,
NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO
LOSSES OF PROFITS, USE, EXCESS CONSTRUCTION COSTS, ALTERNATIVE MEANS OR
METHODS, OR LOSSES OF FUNDING.
ARTICLE 8 — CONSTRUCTION SERVICES
8.1 If, under this Agreement, professional services are provided during the construction phase of the
project, DTS shall not be responsible for or have control over means, methods, techniques,
sequences, or procedures, or for safety precautions and programs in connection with the work.
8.2 DTS does not guarantee and shall have no liability for the failure of contractors performing
construction work to comply with any construction schedules or any plans or specifications or to
perform the work to contract prices or to achieve anticipated construction costs.
9.1 DTS shall at all times carry Workers' Compensation insurance as required by statute, commercial
general liability insurance including bodily injury and property damage; automobile liability
coverage; and professional liability coverage. Insurance certificates will be provided to the Client
upon request.
9.2 Client agrees to require that DTS be named as an additional insured on insurance coverages
provided by contractors on the project.
10.1 Neither the Client nor DTS will assign or transfer its interest in this Agreement without the written
consent of the other, which shall not be unreasonably withheld.
11.1 In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics
may vary significantly between successive test points and sample intervals and at locations other
than where observations, exploration, and investigations have been made. Because of the inherent
uncertainties in subsurface evaluations, changed or unanticipated underground conditions may
occur that could affect total cost and/or execution of projects. These conditions and cost/execution
effects are not the responsibility of DTS.
12.1 CLIENT will provide to DTS all data in CLIENT's possession relating to DTS' Services. DTS will
reasonably rely upon the accuracy, timeliness, and completeness of the information provided by
CLIENT.
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13.1 CLIENT will make its facilities accessible to DTS as required for DTS' performance of its services
and will provide labor and safety equipment as required by DTS for such access. CLIENT will
perform, at no cost to DTS, such tests of equipment, machinery, pipelines, and other components
of CLIENT's facilities as may be required in connection with DTS' services.
14.1 Nothing contained in this Agreement shall create a contractual relationship with, or a cause of
action in favor of, any third party. It is expressly understood and agreed that the enforcement of
these items and conditions shall be reserved to Owner and DTS. Nothing contained in this
Agreement shall give or allow any claim or right of action whatsoever by any third person. It is the
express intent of Owner and DTS that any such person or entity, other than Owner and DTS,
receiving services or benefits under this Agreement shall be deemed an incidental beneficiary.
ARTICLE 15 — SUSPENSION. TERMINATION, OR ABANDONMENT
15.1 In the event the Scope of Services described in Attachment A, or the services of DTS called for
under this Agreement, is/are suspended, canceled, terminated or abandoned by the Client, DTS
shall be given fifteen (15) days prior written notice of such action and shall be compensated for the
professional services provided up to the later of (1) the date of termination notice, or (2) date of
final project closeout, notice of suspension, termination, cancellation or abandonment in
accordance with the provisions of this Agreement for all work performed up to such date of
suspension, termination, cancellation or abandonment, including reimbursable expenses. Either
party to this agreement shall also have the right to terminate for convenience upon giving fifteen
(15) days prior written notice to the other party, and DTS shall be compensated for the
professional services provided up to the later of
(1) the date of termination notice, or (2) date of final project closeout, including reimbursable
expenses.
15.2 If Client seeks to terminate the Agreement for cause, DTS shall be given an opportunity to develop
a plan to cure any declared default within fifteen (15) calendar days from the date of written
notification.
DTS may terminate this Agreement for cause by giving Client fifteen (15) days written
notice of the cause and fifteen (15) days in which to cure the cause or breach. DTS shall
be compensated for all work performed up to the date of termination.
ARTICLE 16 — WAIVER
16.1 Any failure by either party to require strict compliance with any provision of this contract shall not be
construed as a waiver of such provision, and the party may subsequently require strict
compliance at any time, notwithstanding any prior failure to do so.
ARTICLE 17 — NOTICES
17.1 All notices, certifications or acknowledgments given under this Agreement shall be in writing and
delivered personally or sent by registered mail, reputable overnight courier service, telegram, fax
or other confirmed electronic means. Such notices shall be effective upon receipt by the
addressee.
Notices to DTS shall be sent to:
3680 Avalon Park East Blvd, Suite 200
Orlando, FL
32828
Attention: Donna Huey, President
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Notices to Client shall be sent to:
Attention:
18.1 Unless otherwise specifically provided in this Agreement, DTS shall not be responsible for or have
control over the discovery, presence, handling, removal, transport or disposal of hazardous waste,
materials or substances in any form on the project site.
19.1 If a dispute arises out of or related to this Agreement or the breach thereof, the parties will attempt
to settle the matter between themselves. If no agreement can be reached the parties agree to use
mediation with a mutually agreed upon mediator before resorting to a judicial forum. The cost of a
third -party mediator will be shared equally by the parties. In the event of litigation, the prevailing
party will be entitled to reimbursement of all reasonable costs of litigation, not including costs of
mediation, and attorneys' fees. The parties mutually agree that a similar dispute resolution clause
will be contained in all other contracts executed by Client concerning or related to this contract
and all subcontracts executed by DTS.
ARTICLE 20 — GOVERNING LAW
20.1 This Agreement shall be governed by and construed according to the laws of the State where the
situs of the work is located. For avoidance of doubt, the work shall be performed in the State of
Texas, in the County of Tarrant, and the laws of the State of Texas shall govern, without regard to
any state's conflict of laws provisions. The parties agree that the exclusive appropriate forum for
any litigation or any other dispute as referenced under Section 19.1 shall be in the courts located
in Tarrant County, Texas.
21.1 DTS grants Client a paid -up, non -transferable, non-exclusive license to make or have made copies
of any copyrightable materials delivered under this Agreement and specifically marked by DTS as
"Reproduction Authorized.".
22.1 With the sole exception of specifically marked reproducible materials subject to the Limited
Copyright License herein, all worldwide right, title and interest in and to any and all Intellectual
Property conceived, invented, authored or otherwise made by or pursuant to this Agreement shall
remain the sole and exclusive property of DTS, its successors and assigns unless licensed or
assigned by DTS pursuant to a separate written instrument. The term "Intellectual Property" shall
be construed broadly to include all forms of intellectual property including without limitation all:
inventions, discoveries, designs, plans, improvements, trademarks, service marks and copyrights
in drawings, computer programs, architectural works, and in all other original works of authorship.
ARTICLE 23 — FORCE MAJEURE
23.1 The parties hereunder shall not be responsible for delays or failures in performance resulting from
acts beyond their reasonable control. Such acts shall include, but not be limited to, acts of God,
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strikes, acts of war, epidemics, Government regulations superimposed after the fact, fire,
communication line failures, power failures, earthquakes, acts of terrorism, or other disasters.
Time of performance and compensation to DTS shall be adjusted appropriately for any such
event.
24.2 The parties agree that nothing in this contract shall be construed to waive any immunity
efense of Client, including but not limited to sovereign and governmental immunities.
DTS agrees that nothing under this agreement shall create individual liability for any
individual employee, agent, or officer of Client to DTS arising under or related to this
Agreement. Id
0-5.1 In cases where the scope of services requires DTS to submit, on behalf of the Client� a permit
application and/or approval by a third party to this contract, DTS does not make any warranties,
guarantees or representations as to the success of our effort on behalf of the Client. Payment for
services rendered by DTS is not contingent upon the successful acquisition of these permits. DTS
shall not be responsible for Regulatory Agency delays.
26.1 In the event any term or provision of this Agreement or applicable contract document is held invalid,
void or otherwise unenforceable, the remainder of the Agreement or contract document shall not
be affected, impaired or invalidated. Each remaining term and provision of the Agreement or
contract document shall be valid and enforceable to the fullest extent permitted by law.
representatives as of the day and year first above written.
DATA TRAIN R SOtJT
BY:
NAME: Donna Huff_
CITY OF SOUTHLAKE, TX
BY:
NAME:
TITLE: President I TITLE:
DATE: DATE:
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ATTACHMENT A
CITY OF SOUTHLAKE, TEXAS
PREPARED BY: DATA TRANSFER SOLUTIONS, LLC
FOR EAMS SOLUTION FOR PUBLIC WORKS
REFERENCE: RFP# 2-03-20
PROPOSED SCOPE OF SERVICES
The following proposed Scope of Services is a primarily remote consultation, configuration and
training services designed to provide a configured VUEWorks system and train City staff to ensure
successful use of VUEWorks in meeting the City of Southlake Public Work's strategic and
operational needs and goals for EAM.
To set the stage for the following tasks and activities, the following definitions apply:
In -Scope Items
1. DTS shall provide a Development, Test and Production license of VUEWorks for the City
in a single tenant hosted environment. DTS shall provide scripted updates related to
software releases and builds as part of normal maintenance, hosting and support
agreement. This includes ELA licensing for 25 concurrent users.
2. Software installation and configuration activities for the listed Public Works departments
in the identified years per the project schedule. (Year 1: Water, Wastewater,
Environmental, Transportation, and Streets & Drainage Departments; Year 2: Fleet,
Facilities, and Community Services (Parks) Departments)
3. Modules included in implementation configuration. Service Request with two form
development, Work Order Management with two form development per department,
Facility configuration with two facility templates per department.
4. Project consultation and implementation activities, including remote meetings as defined
in the project schedule.
5. Instructor led training consisting of remote meetings as defined in the project schedule,
including initial project team training and department/division go -live training using
standard training materials.
6. Optional and contracted separately is the System Interface Plan to define each system
and approach for interfacing VUEWorks with Munis-Utility Billing-Bi-Directional-Real-
Time, Munis-Purchasing-Bi-Directional-Real-Time, Munis-HCM-One Way -Daily. EnerGov-
Permitting-Bi-Directional-Real-Time, EJ Ward -One Way -Daily, SCADA — Wonderware -
One Way -Real -Time.
7. Project Management services to be billed out in % complete.
The Scope of Work shall be used to implement VUEWorks in a phased approach. Each phase
shall follow a similar process and workflow. Each area of focus shall include a mix of one or more
of the following service categories:
• Project Management
• Project and Training Documentation
• Work Management Configuration
• Advanced Asset Management Configuration
• Training
To balance cost against adequate service hours, DTS anticipates most services be conducted
remotely occurring throughout the life of the implementation project.
The recommended phases for the implementation are as follows:
• Phase 1: Project Kickoff and Enterprise Software Installation
• Phase 2: Project Planning Documentation
o Project Plan
o System Interface Plan
o Testing and Quality Assurance Plan
o Training Plan
• Phase 3: Data, Document and Process Review and Data Conversion Plan
• Phase 4: (Phased per Department)
o Discovery and Design with review
o Configuration
o Testing including User Acceptance Testing Plan
o Training
o Production Configuration and Roll -Out
• Phase 5: Project Closeout
Year 1
The following lists the departments and divisions and asset types that have been identified as
part of implementation services for Year 1:
Water, Wastewater, Environmental, Transportation, and Streets & Drainage Departments
The implementation services shall focus on the implementation of the following VUEWorks
application modules for the Southlake Public Works' defined departments:
Service Request, Work Order, MobileVUE, Facility, FacilityVUE, Resource Manager (Personnel,
Equipment, and Inventory), Condition, Risk, Valuation, Projects, Budget Forecasting. Not every
module will be applicable to an asset type or Department. DTS will work with the City to determine
which modules are applicable to each Department.
Training for all implemented departments on configured VUEWorks modules.
Year 2
Continued VUEWorks implementation in Year 2 with Fleet, Facilities, and Community Services
(Parks) departments.
The implementation services shall focus on the implementation of the following VUEWorks
application modules for the Southlake Public Works' defined departments:
Service Request, Work Order, MobileVUE, Facility, FacilityVUE, Resource Manager (Personnel,
Equipment, and Inventory), Condition, Risk, Valuation, Projects, Budget Forecasting. Not every
module will be applicable to an asset type or Department. DTS will work with the City to determine
which modules are applicable to each Department.
Training for all implemented departments on configured VUEWorks modules.
Pending Southlake Public Works funding, the below list of integrations will be contracted and
scoped separately. Implementation would be considered in Year 2.
System
Module -Direction - Frequency'
Munis
Utility Billing-Bi-Directional-Real-Time
Munis
Purchasing-Bi-Directional-Real-Time
Munis
HCM-One Way -Daily
EnerGov
Perm itting-Bi-Directional-Real-Time
EJ Ward
One Way -Daily
SCADA - Wonderware
One Way -Real -Time
Out -of -Scope Items
1. Data migration, data cleansing, normalization, manipulation, editing, unless defined as
part of the Data Conversion Plan.
2. GIS data server configuration or network configuration on the City's IT infrastructure.
3. Software customizations.
Phase 1 — Project Kickoff and Enterprise Software Installation
The project kickoff meeting will occur remotely with the City. The kickoff meeting is where the
project goals and objectives are laid out to the project team, team members and support personnel
who will be involved in the process. The implementation tasks, goals, draft schedule will be
shared with the project team.
All team members will be made aware of when their support will be needed throughout the
process, so they can plan for their involvement ahead of major and minor deadlines. This
transparency is crucial to the success of the project and to mitigate any risks related to the
inevitable change experienced by these team members.
Each project also begins with the installation of the VUEWorks software in the target environment.
Installation sets up the framework from which all configuration activities occur. It is critical that the
software is installed in this initial phase, so that all future phases can be configured as the project
moves forward. This installation shall begin immediately following contract signing and will be
billed at that time.
As part of the installation process, VUEWorks will integrate with the City's enterprise GIS.
VUEWorks consumes GIS services through the REST endpoint. The City will be provided with
GIS integration requirements documentation in advance.
Phase 2 — Project Planning Documentation
Upon the assemblage of a Project Team, an initial Project Plan will be developed and provided to
the City by the DTS Project Manager; this will be the cornerstone for the project. The Project Plan
will lay out the project timeline and will be used as the basis for the agenda for bi-weekly project
status reports and meetings coordinated by the DTS Project Manager. The Project Plan also
includes formal communication paths between and within the City's organization and define
change and issue procedures.
Two other documents will be prepared as part of the planning phase; Testing and Quality
Assurance Plan and the Training Plan. Given that training, testing, and overall quality is ongoing
throughout the project, it is important that the process and procedures are defined early. The
Testing and Quality Assurance Plan and the Training Plan will be living documents, updated as
needed throughout the project. The Testing and Quality Assurance Plan will set the stage for
overall project quality and testing processes. The Draft Training Plan will define the training
approach, attendees and their training needs, number of sessions, anticipated schedule desired
by the City.
As part of this phase, DTS shall provide the following deliverables:
1. Project Management Plan and Updated Schedule
2. Testing and Quality Assurance Plan
3. Training Plan
Phase 3 — Data, Document and Process Review
The data, document, and process review is a key part of understanding where the City is today
and where they need to go to meet the objectives. This involves an assessment of existing data
and process and review of functional requirements. Tasks for this phase include, but are not
limited to:
• Review existing asset systems operational features and database structure for asset data.
• Review of asset types and fields that exist in GIS feature classes.
• Review of the functional requirements by department/division and asset type.
• Review existing work management processes, data, and forms by division/department.
• Review existing personnel, equipment, and inventory data and processes.
• Review existing condition assessment, risk and asset project data and processes.
• Provide the City system administrator(s) with an overview of the VUEWorks data views
and configuration options. This initial one -day remote training will provide system
administrators with upfront knowledge to assist in the decision making and design of the
system.
• Identification of the asset classes, types, and hierarchy that will be configured in the
VUEWorks modules.
• Identification of forms and dropdown field data that will be configured.
• Identification of work management assignment and workflow, including mobile field use.
• Define data structure and templates required for VUEWorks modules.
• The City will review the configuration design and work plan with the Contractor for
approval.
With the team's understanding of the existing data, functional requirements, and a draft
configuration design of the VUEWorks modules, the Data Conversion Plan can be put together.
DTS will prepare a Data Conversion Plan that outlines the data conversion method (linking or
import), existing data sources and fields, data modifications (if any) and future VUEWorks data
location. The plan will also include the specific migration steps required to migrate the data,
including constraints and responsibilities.
As part of this phase, DTS shall provide the following deliverables:
1. System Administrator Training
2. Configuration Design and Work Plan
3. Data Conversion Plan
Phase 4 — Configuration, Interfaces, Training, and Roll -Out (by Department)
DTS plans to take a phased approach to the VUEWorks software configuration, interfaces, and
training by Department/Division. DTS will work with the City's Project Manager to group
Departments/Divisions as appropriate in order to streamline the training and roll -out process. This
phase is focused on establishing the VUEWorks system based on the Configuration Design and
Work Plan, and Data Conversion Plan developed in prior phases.
As part of the configuration for each Department/Division, DTS will configure up to 5 user roles,
2 GIS Search Pages, 2 Service Request forms and Work Order forms per department and up to
5 custom reports. DTS expects that data will be provided in the required formats and will import
data up to 2 times within the test environment. Part of the training will revolve around configuring
roles and forms, creating reports, and data imports.
DTS will work directly with City Department/Division staff to gather data in the required formats,
review the system's configuration, obtaining City input and feedback throughout the process. DTS
expects City staff engagement and follow up on action items in a timely manner in order to
maintain the configuration schedule. DTS will prepare the UserAcceptance Testing Plan and City
staff will log into the Test environment and validate the data and configuration. City feedback will
be assessed and prioritized. DTS will make adjustments and finalize the configuration within the
Test environment.
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DTS will work with the City to finalize the training details including specific curriculum, location,
and attendee list and update the Training Plan with each Department/Division training session.
Training will be conducted by DTS and standard training material, including report view definitions,
will be provided in electronic format to users. Templates can be provided to the City if the City
desires to customize training material. Training typically consists of initial user training and remote
follow-on sessions; however, the best approach will be discussed with the City in order to balance
cost versus effectiveness and documented in the Training Plan.
DTS will establish the production environment based on the Test environment. This will also
consist of establishing system interfaces, final data loads and user import. The DTS project team
will provide roll -out support for the City during the first 2-3 weeks of productive use. Roll -out
support typically includes a weekly pre-set call in time for system administrators to ask questions
or discuss issues that users have reported during the week. The VUEWorks Support team will
continue to provide support to administrators beyond the initial roll -out period. DTS will introduce
the City to the Support Manager and train City administrators on the support ticketing process. All
users will have access to the VUEWorks Customer Support Portal to access the knowledge base,
past webinars, and community forum.
As part of this phase, DTS shall provide the following deliverables:
1. VUEWorks module configuration in Test environment
2. User Acceptance Testing Plan
3. Training for Administrators and Users
4. Standard Training Material
5. VUEWorks configuration in Production environment
6. Roll -out support calls
7. Access to the VUEWorks Customer Support Portal
Phase 5 — Project Closeout
DTS will provide closing documentation that will include sign -off on all completed tasks,
outstanding tasks and transition to VUEWorks Customer Care Support.
As part of this phase, DTS shall provide the following deliverables:
1. 10 Day Post Implementation Support
2. Registration into Customer Care for future Learning -Networking Opportunities
3. Project information form completed and reviewed with Dev/Support team
4. Transition and Training on Portal and Support Tickets to VUEWorks Customer Care
5. Lessons Learned Session with Close Out Documentation
PROJECT SCHEDULE (To Be Determined)
DTS will provide the initial project schedule. During Phase 1 and 2 the Project Plan will be finalized
for movement into Phase 3. The Project Plan will continue to be a living document for Phase 5
as the team works through Phase 3 and the discovery of current systems and integration
complexities as well as different department configuration needs. This approach is to develop the
Enterprise perspective and standardization where appropriate before moving into department
configuration.
Phase 4 and 5 will be a series of iterations with different departments and the plan maintains the
flexibility to work multiple departments simultaneous. This is dependent upon Southlake Public
Works and DTS resource availability and capacity.
Task Name
duration
Start '
Finish
VUEWorks EAM for Public Works
1304 days? Mon 1/3/22
Thu 3/2/23
Year 1- Implementation Phase
370 days
Fri 10/1/21
Thu 3/2/23
Project Initiation
53 days
Mon 1/3/22
Wed 3/16/22
Planning Phase
24 days
Thu 3/17/22
Tue 4/19/22
Department Discovery Meeting
10 days
Thu 3/17/22
Wed 3/30/22
Data Migration
10 days
Thu3/31/22
Wed 4/13/22
Training
13 days
Thu 3/31/22
Mon 4/18/22
Core Team Check -In. Review plan and
1 day
Tue 4/19/22
Tue 4/19/22
revise schedule, as needed.
Implementation Phase
227 days
Wed 4/20/22
Thu 3/2/23
Configuration
194 days
Wed 4/20/22
Mon 1/16/23
Water/Wastewater Configuration
50 days
Wed 4/20/22
Tue 6/28/22
City to provide work management
information for Service Request and Work Order 1 day
Wed 4/20/22
Wed 4/20/22
configuration
City to provide Inventory, Equipment
and Personnel for Resource Manager
1 day
Thu 4/28/22
Thu 4/28/22
configuration
City to provide condition information fort day
Fri 5/6/22
Fri 5/6/22
asset management configuration
Configuration
25 days
Thu 4/21/22
Wed 5/25/22
DTS to complete configuration
25 days
Thu 4/21/22
Wed 5/25/22
Meeting to demo progress and
1 day
Thu 5/5/22
Thu 5/5/22
address any questions
Meeting to demo progress and
1 day
Thu 5/19/22
Thu 5/19/22
address any questions
Data Imports
10 days
Thu 5/26/22
Wed 6/8/22
City to provide import data
1 day
Thu 5/26/22
Thu 5/26/22
DTS to configure system and run
7 days
Fri 5/27/22
Mon 6/6/22
imports
City to complete data validation
2 days
Tue 6/7/22
Wed 6/8/22
Testing
14 days
Thu 6/9/22
Tue 6/28/22
DTS leads testing preparation
1 day
Thu 6/9/22
Thu 6/9/22
walkthrough with testers
City to complete UAT Testing
5 days
Fri 6/10/22
Thu 6/16/22
DTS to review and respond to testing
3 days
Fri 6/17/22
Tue 6/21/22
feedback
DTS to finalize the configuration and
5 days
Wed 6/22/22
Tue 6/28/22
obtain sign off
Environmental Configuration
50 days
Thu 6/9/22
Wed 8/17/22
Transportation Configuration
50 days
Fri 7/29/22
Thu 10/6/22
Streets & Drainage Configuration
50 days
Mon 9/19/22
Fri 11/25/22
Training and Production Deployment
_
11 days _
Tue 1/17/23
Tue 1/31/23
Transition
23 days
Tue 1/31/23
Thu 3/2/23
ATTACHMENT B
FEE SCHEDULE
Year 1 Invoice Schedule
Software License Costs
Upon Contract Execution
$ 75,000.00
Hosting Costs
Upon Contract Execution
$ 35,000.00
Requirements Engineering and
Completion of Phase 3
$ 3,000.00
Discovery
System Implementation Design
Completion of Phase 2
$ 3,000.00
Software Installation (Test
Completion of Phase 1
$ 3,000.00
Environment)
Implementation and Configuration:
Water
Phase 5: City/ DTS Formal
$ 9,000.00
Acceptance
Wastewater
Phase 5: City/ DTS Formal
$ 10,000.00
Acceptance
Environmental
Phase 5: City/ DTS Formal
$ 9,000.00
Acceptance
Transportation
Phase 5: City/ DTS Formal
$ 10,000.00
Acceptance
Streets
Phase 5: City/ DTS Formal
$ 10,000.00
Acceptance
Drainage
Phase 5: City/ DTS Formal
$ 8,000.00
Acceptance
Advanced Asset Configuration
Phase 5: City/ DTS Formal
$ 14,000.00
Acceptance
Testing & User Acceptance
Percentage Complete per
$ 2,000.00
Department
Training
Percent Complete
$ 8,000.00
Go -Live
Final Go -Live
$ 3,000.00
Project Management
Percent Complete
$ 15,000.00
Quality Assurance/Quality Control
Percent Complete
$ 3,000.00
Year 1 Implementation Total
$ 110,000.00
Year 1 Support & Maintenance
30 days after first
$ 20,000.00
de artmentgo-live
Year 1 Total
$ 240,000.00
9
Year 2 Invoice Schedule
Year 2 VUEWorks Enterprise
Licenses ELA 10 additional
$ 10,000.00
concurrent
Requirements Engineering and
Completion of Phase 3
$ 3,000.00
Discovery
System Implementation Design
Completion of Phase 2
$ 3,000.00
Software Installation (Test
Completion of Phase 1
$ 3,000.00
Environment)
Implementation and Configuration:
Fleet
Phase 5: City/ DTS Formal
$ 11,000.00
Acceptance
Facilities
Phase 5: City/ DTS Formal
$ 15,000.00
Acceptance
Community Services (Parks)
Phase 5: City/ DTS FormalAcceptance
$ 10,000.00
Testing & User Acceptance
Percentage Complete per
$ 3,000.00
Department
Training
Percent Complete
$ 8,000.00
Go -Live
Final Go -Live
$ 3,000.00
Project Management
Percent Complete
$ 8,000.00
Quality Assurance/Quality Control
Percent Complete
$ 3,000.00
Year 2 Implementation Total
$ 80,000.00
Year 2 Support & Maintenance
Anniversary Date
$ 22,000.00
Year 2 Hosting
Anniversary Date
$ 35,000.00
Year 2
Year 2 Optional Integration
$ 135,000.00
Maintenance Schedule:
Execution of Invoice
Cost Per Year ($)
Year 3 Support & Maintenance
Anniversary Date
$ 22,000.00
Year 3 Hosting
Anniversary Date
$ 35,000.00
Year 4 Support & Maintenance
Anniversary Date
$ 22,000.00
Year 4 Hosting
Anniversary Date
$ 35,000.00
Year 5 Support & Maintenance
Anniversary Date
$ 22,000.00
Year 5 Hosting
Anniversary Date
$ 35,000.00
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Attachment B
LICENSE AGREEMENT
This License Agreement (this "Agreement") is made and entered into as of , 2021 (the "Effective
Date") between Data Transfer Solutions, LLC, a Florida limited liability company ("VUEWORKS"), with place of
business at 3680 Avalon Park Boulevard, Suite 200, Orlando, Florida 32828, and the City of Southlake, a
municipality in the State of Texas ("Customer"), with a place of business 1400 Main Street, Southlake, TX 76092.
All capitalized terms used but not otherwise defined in this Agreement have the meanings attributed to them in
Section 10 (Certain Definitions).
1. Software.
1.1 Software License. Subject to the terms of this Agreement and each applicable Order Form, and as long as no
payments due for undisputed invoices hereunder are past due, VUEWORKS hereby grants to Customer a perpetual,
nonexclusive, non -transferable, non-sublicensable, limited license to install and use the Software, for solely its
internal business purposes or municipal purposes in connection with the storage and processing of Customer Data.
1.2 Hosting. To the extent set forth on any Order Form (Exhibit B), VUEWORKS shall host the Software for the
benefit of Customer on servers owned, controlled, leased or licensed by VUEWORKS ("Hosted Software").
Customer is responsible for maintaining the security and confidentiality of all usernames and passwords used to access
the Hosted Software. Customer is solely responsible for connection of Customer's systems to a telecommunications
service that provides Internet access for purposes of Customer's access and use of the Hosted Software. For the
avoidance of doubt, VUEWORKS may suspend Customer's access to the Hosted Software and the Customer Data if
Customer is past due in making any payments for undisputed invoices due hereunder, but will provide reasonable
notice to Customer before doing so. Customer shall pay to VUEWORKS the fees set forth in Exhibit B — Order
Form, and shall comply with the terms and conditions set forth in this Agreement. The Hosted Software shall be
available from VUEWORKS only as set forth in this Agreement but, provided Customer has made all payments due
for undisputed invoices pursuant to this Agreement, upon expiration or termination of the Agreement and any
renewal term, VUEWORKS will deliver to Customer a copy of the Software, in object code form, together with all
related Customer Data.
1.3 Appropriate Use of the Software.
a. Generally. When using the Software, Customer shall comply with all applicable laws, rules,
regulations, and/or ordinances. Except as expressly authorized by this Agreement, Customer shall not
license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or permit any
third party to access or use the Software. In addition, Customer shall not directly or indirectly (i) decompile,
disassemble, or reverse engineer the Software, (ii) use the Software or any Confidential Information to
develop a competing service, (iii) provide, lease, lend, use for timesharing or service bureau purposes, or
otherwise use or allow others to use the Software for the benefit of any third party, (iv) remove any copyright,
trademark, proprietary rights, disclaimer, or warning notice included on or embedded in any part of the
Software (including any screen displays, etc.), or (v) interfere with or disrupt the integrity of the Software
or the data contained therein. If Customer becomes a direct competitor of VUEWORKS, Customer shall not
access or use the Software, or monitor its availability, performance, or functionality.
b. Export Controls. VUEWORKS provides Software and uses software and technology that may be
subject to U.S. export controls administered by the U.S. Department of Commerce, the U.S. Department of
Treasury Office of Foreign Assets Control, and other U.S. agencies. Customer shall not access or use the
Software or otherwise transfer or export or re-export to countries that the United States maintains an
embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or
entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department
of Commerce's Table of Denial Orders (collectively, "Designated Nationals"), each of which may change
from time to time. By using the Software, Customer represents and warrants that Customer is not located in,
under the control of, or a national or resident of, an Embargoed Country or Designated National. The
Software may use encryption technology that is subject to licensing requirements under the U.S. Export
Administration Regulations, 15 C.F.R. Parts 730-774.
1.4 Availability of Services.
a. Uptime Commitment. If Customer has selected the Hosted Software, VUEWORKS offers a
performance commitment that the key features of the Hosted Software will be available for access and use
by Customer at least 99% of the time per calendar quarter, excluding any period of Permitted Unavailability
(the "Uptime Commitment"). Absent unusual circumstances, VUEWORKS shall schedule Planned
Outages during non -peak hours. The Uptime Commitment is subject to the terns of this Section.
b. Procedure. When a period of unavailability is detected by Customer, Customer shall promptly
contact VUEWORKS by email or phone and advise VUEWORKS' staff of the problem.
C. Limitations. VUEWORKS is not responsible for periods of unavailability resulting from failure by
Customer to make or approve reasonable modifications to the Software or the Hosted Software
recommended by VUEWORKS to prevent periods of unavailability. In addition, VUEWORKS will not be
responsible for periods of unavailability resulting from any of the following: (i) Customer modifications to
or uses of the Software or Hosted Software that are not authorized by VUEWORKS or permitted under this
Agreement, (ii) Permitted Unavailability or (iii) Customer errors in integration.
d. Monitoring. VUEWORKS does not guarantee that remote monitoring will detect all problems or
interruptions at the time they occur.
e. Service Level Agreement The VUEWorks Service Level Agreement is included as Exhibit A to this
Agreement.
1.5 Ownership. The Software is licensed, not sold. Except for the limited license granted in Section 1.1 (Software
License) to access and use the Software, VUEWORKS and its licensors reserve all right, title, and interest, express
or implied, in and to the Services and systems, VUEWORKS' web apps, and the data and information VUEWORKS
provides (collectively, the "Retained Rights"). If Customer makes improvements or other modifications to the
Retained Rights when using the Software, Customer hereby grants to VUEWORKS a nonexclusive, royalty -free,
fully paid -up, irrevocable, perpetual, worldwide license (with the right to assign and sublicense) to use, display,
copy, distribute, modify, make derivative works of, sell, and import such modifications and improvements. Nothing
in the preceding sentence is to be construed as granting VUEWORKS any rights to Customer's name, trade name,
trade dress, logos, data and the like.
1.6 Customer Data; Indemnity. Customer grants VUEWORKS the right to use, display, copy, distribute, and make
derivative works of Customer Data for purposes of enabling VUEWORKS to offer and perform its services to
Customer and fulfill its obligations to Customer and for no other purpose. Customer represents and warrants that (a)
it has obtained all rights, consents, and permissions necessary to input the Customer Data into the Software and to
grant the foregoing rights to VUEWORKS, (b) Customer's use, copying, displaying, and distribution of the Customer
Data complies with all federal, state, and/or local laws, rules, regulations and/or ordinances and the terms and policies
(including terms of use and privacy and security policies) of all websites from which the Customer Data originated
and all websites to which the Customer Data is copied, distributed, displayed, or published using the Software, and
(c) the Customer Data shall not include any personally identifiable healthcare data or financial data of any individual
and/or any other data violative of third party rights and/or any applicable law, and/or any data relating to any person
under the age of thirteen (13) years. To the extent allowed by law, Customer shall indemnify, defend, and hold
harmless VUEWORKS and its affiliates and subsidiaries and their respective officers, directors, employees,
members, representatives, and agents from and against any and all claims, losses, liability, damages, costs, and
expenses (including reasonable out-of-pocket expenses and attorneys' fees) arising out of or relating to Customer's
breach of the foregoing representations and warranties. VUEWORKS may refuse to distribute or publish, and may
remove, any Customer Data that VUEWORKS determines to be in violation of the foregoing representations and
warranties. VUEWORKS may combine the Customer Data with other information it gathers, develops, or licenses
from others in offering and performing its services and fulfilling its obligations, for purposes of improving the
Software, and for purposes of establishing and/or developing customer usage benchmarks and studies. VUEWORKS
may not use customer's name and/or logo in conjunction with the establishment or development of benchmarks and
studies nor publish any of customer's data entered into the system without the express written permission of the
Customer.
1.7 Suspension of Access to Hosted Software. VUEWORKS may suspend Customer's access to the Hosted Software
(in whole or in part) for any of the following reasons: (a) to prevent damages to, or degradation of, the Hosted
Software or VUEWORKS' systems; (b) to comply with any law, court order, or other governmental request;
(c) to otherwise protect VUEWORKS from potential legal liability; (d) if Customer violates the terms of this
Agreement and fails to remedy such breach within the time frame set forth herein; or (e) in theevent Customer
fails to pay an undisputed invoice according to the terms of Section 1.2 herein. VUEWORKS shall provide
Customer with notice before or if not possible beforehand promptly following any suspension of access to the
Hosted Software. VUEWORKS shall restore access to the Hosted Software as soon as the event giving rise to
suspension has been resolved in accordance to the Customer's obligations under law, court order or the tenns of
this Agreement. Sections 1.5 and 1.6 are not to be construed as imposing any obligation or duty on
VUEWORKS to monitor Customer's use of the Hosted Software or the Customer Data or other content uploaded
by Customer and/or its customers.
1.8 Intellectual Property Infringement Indemnification.
(a) Should the Software and/or any other VUEWORKS' software and/or service or use thereof become, or be
likely to become in VUEWORKS' reasonable opinion, the subject of any claim that the same infringes, violates
or constitutes a wrongful use of any intellectual property right, VUEWORKS may, at its option: (i) procure
for Customer the right to continue using the potentially infringing materials; (ii) replace or modify the
potentially infringing materials to make them non -infringing, but substantially functionally equivalent; or
(iii) terminate this Agreement and refund to Customer a pro -rated portion of any fees paid hereunder.
(b) VUEWORKS will defend Customer against any third party claim(s) that the VUEWORKS Software
infringes that third party's patent, copyright, or trademark, or misappropriates its trade secrets and will pay the
amount of any resulting adverse final judgment (or settlement to which VUEWORKS' consents). Customer
will notify VUEWORKS promptly in writing of the claim and give VUEWORKS sole controlover its defense
or settlement. Customer agrees to provide VUEWORKS with reasonable assistance, cooperation, and
information in defending the claim at VUEWORKS expense.
(c) THE FOREGOING PROVISIONS OF THIS SECTION 1.8 STATE THE ENTIRE LIABILITY AND
OBLIGATIONS OF VUEWORKS, AND THE EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT
TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET,
TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT BY THE SOFTWARE, THE HOSTED
SOFTWARE, AND/OR ANY OTHER VUEWORKS' SOFTWARE AND/OR SERVICE.
1.8 Technical Support; Maintenance. Provided Customer has made all required payments of undisputed invoices
hereunder, VUEWORKS shall provide technical support for the Hosted Software in accordance with VUEWORKS'
technical support policies ("Technical Support") and Exhibit C (Software Support and Maintenance Provisions) of
the Software License and Professional Services Agreement to which this Agreement is an exhibit. Provided Customer
has purchased maintenance from VUEWORKS, in accordance with any applicable Order Form, and Customer has
paid all amounts due under such Order Form, VUEWORKS will perform maintenance with respect to the Software
(including the Hosted Software) in accordance with VUEWORKS' maintenance policies ("Maintenance").
2. Feedback. Customer may provide suggestions, comments, or other feedback (collectively, "Feedback") to
VUEWORKS with respect to its offerings and services, including the Software. Feedback is voluntary and
VUEWORKS is not required to hold it in confidence. VUEWORKS may use Feedback for any purpose however,
VUEWORKS may not use Customer's name or logo in any publication, marketing materials or for any other purpose
other than performing the services pursuant to this Agreement without express written permission of Customer.
Customer hereby grants VUEWORKS an irrevocable, non-exclusive, perpetual, fully -paid up, royalty -free license
to use, display, copy, distribute, modify, make derivative works of, sell, and import the Feedback in connection with
VUEWORKS' business, including enhancement of the Software.
3. Customer Data Maintenance. To the extent that Customer selects the Hosted Software, Customer shall deliver
to VUEWORKS Customer Data, including GIS Data, in a format specified by VUEWORKS. VUEWORKS shall
present the GIS Data using symbols and line types determined by VUEWORKS. The maximum number of GIS Data
Layers are set forth in each applicable Order Form. The total amount of Customer Data is limited to the Customer
Data Amount set forth in each applicable Order Form. Customer may request that VUEWORKS provide services to
update Customer Data including GIS Data so long as VUEWORKS continues to provide the Hosted
Software. VUEWORKS shall invoice Customer for such requested services at its then current data maintenance rates
(the "Data Maintenance").
4. Term and Renewal. The initial term of this Agreement commences on the Effective Date and shall continue for
five (5) years from the first day of the month from the Effective Date unless terminated earlier in accordance with
the terms of this Agreement, with one (1) three (3) year renewal period available at the end of the initial five (5) year
term. VUEWORKS will not increase the annual fee applicable during the initial five (5) year term or the subsequent
optional three (3) year renewal. In the event the Customer chooses to renew for one (1) year, the new annual fee shall
not exceed more than a 5% increase from the prior in -force term. Subsequent renewals shall follow the same renewal
conditions. The license term ("License Term") with respect to use of the Software is perpetual but VUEWORKS
shall have no obligation to provide the Hosted Software beyond the term of this Agreement and any renewal.
5. Termination; Effect. Either party may terminate this Agreement (i) if the other party breaches any material
provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of notice from the non -
breaching party describing with specificity such breach or (ii) immediately by either party upon any insolvency or
suspension of the other party's operations or any petitions filed or proceeding made by or against such party under
any state, federal or other applicable law relating to bankruptcy, arrangement, reorganization, receivership or
assignment for the benefit of creditors or other similar proceedings or (iii) Customer may terminate this agreement
upon thirty (30) days written notice for any reason or (iv) as otherwise expressly provided herein. The parties' rights
and obligations, which by their nature would continue beyond the expiration or termination of this Agreement shall
survive any termination or expiration of this Agreement, including, but not limited to, the following Sections: 1.4
(Ownership), 1.5 (Customer Data; Indemnity), 1.7 (Certain Remedies), 2 (.Feedback), 5 (Termination; Effect), 6
(Fees and Payment), 7 (Confidentiality), 8 (Disclaimer of Warranties), 9 (Limitation of Liability and Damages), 10
(Certain Definitions), and 11 (General Provisions).
Upon any termination or expiration of this Agreement: (i) VUEWORKS shall cease providing access to the Hosted
Software; (ii) VUEWORKS will cease performing all services being provided under this Agreement; (iii)
VUEWORKS shall be paid for all services rendered provided VUEWORKS has delivered the services to Customer
up to and including the date of the termination according the invoice and payment terms of this Agreement; (iv)
promptly following the written request of the other party, each party will promptly return to the other party or destroy
(in accordance with the other party's request) all property and equipment of the other party in its possession or
control, including all copies thereof, and will certify in writing that it has complied with such request, and (v)
provided Customer has paid all amounts due pursuant to this Agreement, VUEWORKS will deliver to Customer an
object code version of the Software for installation by the Customer on the Customer's servers. Additionally, upon
written request of Customer, received by VUEWORKS within forty-five (45) days of the date of termination or
expiration of this Agreement, as the case may be, and provided that Customer has paid all amounts due hereunder,
VUEWORKS will make available to Customer for download the Customer Data. After such 45-day period,
VUEWORKS shall have no obligation to maintain or provide any Customer Data and may thereafter, unless legally
prohibited, delete all Customer Data provided that VUEWORKS provided written notice of the intent to delete
Customer Data.
6. Fees and Payment. Customer shall pay VUEWORKS the fees for the Software and Hosted Software along with
the fees for Technical Support, Maintenance and, if applicable, Data Maintenance as outlined in the Cost and
Invoicing Schedule (Exhibit B). Payment by the Customer of undisputed invoices shall conform to the
requirements of Section 1.2 herein. If Customer believes that an invoice is incorrect or otherwise disputes the invoice
and Customer desires to obtain an adjustment of such invoice, Customer must provide VUEWORKS notice thereof
including relevant details within thirty (30) days of the invoice date. Customer is responsible for sales, use, and similar
taxes associated with its receipt and use of Software, including the Hosted Software, Technical Support, Maintenance
and Data Maintenance.
7. Confidentiality. As used herein, "Disclosing Party" and "Recipient" refer respectively to the party which
discloses information and the party to which information is disclosed in a given exchange. Either VUEWORKS or
Customer may be deemed Disclosing Party or Recipient depending on the circumstances of a particular
communication or transfer of information. To the extent allowed by law, Recipient will hold the Confidential
Information of the Disclosing Party in confidence, using the same degree of care that it uses to protect its own
information of similar importance, but will in any case use no less than a reasonable degree of care to protect
Confidential Information. Recipient will not directly or indirectly disclose Confidential Information or any part
thereof to any third party without Disclosing
Parry's advance express written authorization to do so. Recipient may disclose Confidential Information only to its
employees or agents in the normal course of its business and only on a need -to -know basis; provided; each such
employee must either have agreed in writing to comply with confidentiality obligations no less restrictive than those
set forth herein or must be bound by a recognized professional ethical duty of confidentiality that would prohibit
disclosure of such Confidential Information. Notwithstanding the forgoing, a party will not be prohibited from
disclosing the Confidential Information to the extent required by applicable law, statute, rule, regulation, or
regulatory or administrative body. If disclosure is required by law, statute, rule, regulation, or regulatory or
administrative body (including any subpoena or other similar form of process), the party to which the request for
disclosure is made shall (to the extent permissible by law) provide the other party with prior prompt written notice
thereof and, if practicable under the circumstances, allow the other party to seek a restraining order or other
appropriate relief. The party required to make such disclosure will cooperate with the efforts of the other party in
obtaining such relief. If such relief cannot be obtained, the party required to disclose the Confidential Information
shall cooperate with the other party's efforts to obtain reasonable assurances that confidential treatment will be
accorded to the information so disclosed, to the extent allowed by law. Each party acknowledges that the other party
will suffer irreparable injury as a result of any misuse, disclosure or duplication of its Confidential. Information by
the other party in violation of this clause. Accordingly, the injured party shall be entitled in such event to seek
injunctive relief, without proving actual damage or posting a bond or other security, in addition to any other applicable
remedies, including the recovery of damages. Such party shall be entitled to recover its costs and fees, including
reasonable attorneys' fees, incurred in obtaining such relief. The non -breaching party may immediately terminate
this Agreement upon notice to the other party for any breach of that party's obligation set forth in this Section.
Nothing in this section shall prevent the CUSTOMER from disclosure of information pursuant to any applicable
Freedom of Information, Public Information, or similar law.
8. Software Warranty. VUEWORKS warrants that the software will perform without defects during the term of
this Agreement. If the Software does not perform as warranted, VUEWORKS will use all reasonable efforts
consistent with industry standards, to cure the Defect in accordance with the maintenance and support processes set
forth in Exhibit C (Software Support and Maintenance Provisions).
9. Hosting Warranty. VUEWORKS warrants that it will host Customer on a database which is inaccessible to other
customers of the Cloud Hosting service, that it tests its disaster recovery plan on an annual basis and that it will provide
secure data transmission paths from each of Customer's work stations to VUEWORK's services.
10. Disclaimer of Warranties. The Software (including the Hosted Software) may include gateways, links, or other
functionality that allows Customer to access third party services ("Third Party Services") and third party content
and materials ("Third Party Materials"). VUEWORKS does not supply and is not responsible for any Third Party
Services or Third Party Materials, which may be subject to their own licenses, end -user agreements, privacy and
security policies, and terms of use. ALL THIRD PARTY MATERIALS ARE PROVIDED AS -IS, WITHOUT
WARRANTIES OF ANY KIND. VUEWORKS MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, RELATING TO ANY PRESENT OR FUTURE METHODOLOGY EMPLOYED IN ITS GATHERING
OR REPRODUCING OF ANY THIRD PARTY MATERIAL, OR AS TO THE ACCURACY, CURRENCY, OR
COMPREHENSIVENESS OF THE SAME. ALL OF THE FOREGOING EXCLUSIONS AND DISCLAIMERS
IN THIS SECTION ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR
DETERMINING THE PRICES CHARGED FOR THE SOFTWARE, HOSTED SOFTWARE, TECHNICAL
SUPPORT, MAINTENANCE, DATA MAINTENANCE AND ANY OTHER SERVICE PROVIDED IN
CONNECTION WITH THIS AGREEMENT.
11. Limitation of Liability and Damages. EXCEPT IN THE CASE OF LIABILITY ARISING OUT OF A
PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR PURSUANT TO CUSTOMER'S
INDEMNITY OBLIGATIONS, NEITHER PARTY WILL HAVE ANY LIABILITY TO THE OTHER FOR ANY
LOSS OF PROFITS, SALES, BUSINESS, DATA, OR OTHER INCIDENTAL, CONSEQUENTIAL, OR
SPECIAL LOSS OR DAMAGE, INCLUDING EXEMPLARY AND PUNITIVE DAMAGES, OF ANY KIND OR
NATURE RESULTING FROM OR ARISING OUT OF THIS AGREEMENT, THE SOFTWARE, HOSTED
SOFTWARE, TECHNICAL SUPPORT, MAINTENANCE, DATA MAINTENANCE, OR ANY SERVICES
RENDERED UNDER THIS AGREEMENT. THE TOTAL LIABILITY OF VUEWORKS TO CUSTOMER OR
ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, THE SOFTWARE, HOSTED SOFTWARE,
TECHNICAL SUPPORT, MAINTENANCE, DATA MAINTENANCE, AND ANY SERVICES RENDERED
UNDER THIS AGREEMENT FOR ANY AND ALL CLAIMS OR TYPES OF DAMAGES WILL NOT EXCEED
THE TOTAL FEES PAID HEREUNDER BY CUSTOMER DURING THE 12 MONTHS IMMEDIATELY
PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.
12. Certain Definitions. As used in this Agreement, the terms below when capitalized have the following meanings:
"Confidential Information" means all nonpublic information and material that from all the relevant circumstances
should reasonably be assumed to be proprietary or otherwise confidential. Confidential Information of VUEWORKS
includes, but is not limited to, nonpublic information related to the details and components of the Software (including
the Hosted Software) and the terms of this Agreement, including those related to pricing. "Confidential Information"
does not include information that (a) is or becomes generally known to the public or made available on the Internet
at any time by any means other than a breach of the obligations under this Agreement of a receiving party; (b) was
received by the receiving party from a third party who had a lawful right without restriction to disclose such
information; (c) is independently developed by the receiving party without any use of or reliance on any Confidential
Information; or (d) the receiving party lawfully had knowledge of, or access to, prior to the time of disclosure by the
disclosing party.
"Customer Data" means GIS Data, VUEWORKS' database files, Customer's data base files, and all other
electronic content and data stored on VUEWORKS' computers for use by Customer with the Hosted Software.
Amount of Customer Data to be stored shall be measured in bytes and be limited to the amount of disk space
provided in each the applicable Order Form. Procedures by which Customer may store and access Customer Data
via VUEWORKS' servers shall be limited to the use of the Hosted Software. Customer acknowledges that
VUEWORKS shall have no obligation to return to Customer any Customer Data if Customer has not paid all
amounts due hereunder or does not comply with the notice procedure with respect to the return of Customer Data
set forth in Section 5.
"GIS Data" means spatial data as part of a geographic information system data.
"Order Form" means the order form set forth as the cover page to this Agreement or any other order form executed
by the parties.
"Permitted Unavailability" means unavailability of the Hosted Software due to Planned Outages, a force majeure
event (as provided in Section 11.8), any software, hardware, or telecommunication or digital transmission failures or
interruptions, Internet slow -downs or failures, third party software, hardware, or service failures, or any actions or
inactions of Customer or Customer's vendors or service providers, that prevents, limits, or degrades the availability
or use of some or all of the Hosted Software.
"Planned Outages" means the period of time during which VUEWORKS conducts standard systems maintenance.
"Software" means the VUEWORKS' software listed on each applicable Order Form, which software may be Hosted
Software. VUEWORKS may in its sole discretion update or make changes to the functionality of the Software from
time to time.
13. General Provisions.
13.1 Notices. Any notice, request, instruction, or other communication required or permitted to be given under this
Agreement shall be in writing (collectively, "Notices"), delivered to the addresses first set forth above, to the attention
of Chief Operating Officer, with respect to VUEWORKS, and to the attention of Chief Financial Officer, with respect
to Customer. Copies of all Notices to VUEWORKS shall also be delivered to Atkins North America, Inc. 2001 NW
107 Avenue, Miami, FL 33172 Attention: Rene de los Rios. All such Notices shall be effectively given: (i) upon
personal delivery to the party to be notified; or (ii) upon receipt when delivered by a nationally recognized overnight
courier, with written verification of receipt; or (iii) upon receipt as indicated by the date on the signed receipt when
delivered by registered or certified mail, return receipt requested and postage prepaid; or (iv) if the party to which it
is addressed rejects or otherwise refuses to accept it, or if it cannot be delivered because of a change in address for
which no notice was given, then upon that rejection, refusal, or inability to deliver. The parties may change their
respective addresses for which Notices shall be received upon compliance with the terms of this Section.
13.2 Amendment; Waivers; Interpretations. No amendment, rescission, or termination of this Agreement or any of
its terms is effective unless it is in writing and signed by the party against whom enforcement is sought. A party does
not waive any right under this Agreement by failing to insist on compliance with any term of this Agreement or by
failing to exercise any right hereunder. Any waiver granted hereunder is effective only if it is written and signed by
the party granting such waiver. A waiver of any provision of this Agreement shall not imply a subsequent waiver of
that or any other provision of this Agreement. The parties agree that the terms and conditions of this Agreement are
a result of mutual negotiations. Therefore, the rule of construction that any ambiguity shall apply against the drafter
is not applicable and will not apply to this Agreement. Any ambiguities shall be reasonably construed as to its fair
meaning and not strictly for or against one party regardless of who authored the ambiguous language.
13.3 Assignment. Neither party may assign this Agreement, in whole, or in part, without the express prior written
consent of the other. Any attempt to assign this Agreement in violation of this Section 11.3 shall be void. Subject to
the foregoing, all terms and conditions of this Agreement shall be binding upon and shall inure to the benefit of the
parties to this Agreement and their respective successors and permitted assigns.
13.4 Governing Law. The laws of the State of Texas govern all matters arising out of or relating to this Agreement,
including, without limitation, its interpretation, construction, performance, and enforcement, without giving effect
to any state's conflicts of law principles. The parties hereby irrevocably and unconditionally submit to the jurisdiction
of the federal and state courts located in Tarrant County, Texasfor the purpose of any suit, action, or other proceeding
arising out of or based upon this Agreement, which courts are the exclusive forum for any such suit, action, or other
proceeding.
13.5 Severability. If any provision of this Agreement is held to be unenforceable, then that provision is to be
construed by modifying it to the minimum extent necessary to make it enforceable, unless such modification is not
permitted by law, in which case that provision is to be disregarded. If an unenforceable provision is modified or
disregarded in accordance with this Section, the rest of this Agreement is to remain in effect as written, and the
unenforceable provision is to remain as written in any circumstances other than those in which the provision is held
to be unenforceable.
13.6 Entire Agreement. This Agreement, together with the, exhibits and attachments hereto and thereto, constitutes
the entire and final agreement between the parties. It is the complete and exclusive expression of the parties'
agreement on the matters contained in this Agreement. All prior and contemporaneous negotiations, term sheets,
letters, memoranda, and other discussions and agreements, either oral or in writing, between the parties on the matters
contained in this Agreement are expressly merged into and superseded by this Agreement. No provision of this
Agreement may be explained, supplemented, or qualified through evidence of trade usage or a prior course of
dealings. This Agreement shall prevail over any terms and conditions appearing on Customer's purchase orders or
other ordering documents, regardless of when such purchase orders or other ordering documents are delivered to
VUEWORKS to which notice of objection is hereby given.
13.7 Relationship of Parties. The parties to this Agreement are independent contractors; there is no relationship of
agency, partnership, joint venture, employment, or franchise between the parties. Neither party has the authority to
bind the other or to incur any obligation on its behalf.
13.8 Force Maieure. Neither parry shall be liable to the other for delays or failure of performance (other than the
failure to make any payment when due) resulting from acts beyond the reasonable control of such party, including,
but not limited to, acts of God, governmental orders or restrictions, strikes, terrorism, power failures, riots, fires,
floods or other natural disasters.
13.9 No Third Party Beneficiaries. Except for VUEWORKS' suppliers and licensors, this Agreement shall not be
construed to make any person or entity a third party beneficiary hereof.
13.10 Headings. The descriptive headings of the sections and subsections of this Agreement are for convenience of
reference only. They do not constitute a part of this Agreement and do not affect this Agreement's construction or
interpretation.
13.11 Publicity. Neither party shall use the other party's name or logo, or refer to the other party directly or indirectly
in any media release, public announcement, or public disclosure relating to this Agreement or its subject
matter, including any promotional or marketing materials, lists, referral lists, or business presentations, without
er 1 1 1 1 iie *r relei.-e- I lie ; 2 . I -tot he imrewwf abiv withhe.U.
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ef . fective as signing and delivering an original.
Agreement as of the Effective Date.
DATA TRANSFER SOLUTIONS, LLC CUSTOMER
By: By:
Name: Donna Huev fold Name:
Title: President Title:
Exhibit A
Service Level Agreement
Hosted Services
This Addendum (this "Addendum") is made part of and subject to the agreement between Data Transfer
Solutions, LLC ("Company") and customer ("Customer") with respect to the provision of software as a service
or hosted software as more fully set forth in the Agreement, any exhibit thereto or any other related statement
of work or order form (the "Service"). Unless otherwise defined herein, all capitalized terms in this Addendum
will have the meanings set forth in the Agreement.
1. Service Levels and Support.
a. Availability Service Level. Company will make the Service Available (hereafter defined) at least 99.0%
of the time, excluding down time due to Permitted Unavailability (hereafter defined) and down time due to
Customer Owned & Supported Infrastructure (hereafter defined). This begins from the time that the Service
goes -live in Customer's production environment as set forth in the applicable Agreement.
As used in this Section La, the following terms have the following meanings:
"Available" means that all the users permitted under the Agreement to access the Service are able to access and
use the Service and the functionality and content therein, and the Service is functioning correctly, accurately,
and without material degradation of performance.
"Permitted Unavailability" means any outage that results from (1) Scheduled Maintenance, (2) Customer's or
any of its users' unauthorized use of the Service; or (3) failures of the Internet backbone itself and the network
by which Customer connects to the Internet backbone or any other network unavailability outside of the DTS
Network (i.e., the DTS network extends to, includes and terminates at the data center located router that provides
the outside interface of each of DTS's WAN connections to its backbone providers (referred to herein as the
"DTS Network")).
"Scheduled Maintenance" means maintenance performed by Company during Company's standard
maintenance windows which shall occur Saturdays and Sundays between 12:01 am and 6:00am ET. If other
windows are needed, these will be after Customer business hours and will be coordinated with Customer. No
event shall exceed four (4) hours in any single instance and eight (8) hours in the aggregate during any calendar
month.
Company will notify Customer of specific dates and times of Scheduled Maintenance not less than five (5) days
in advance of such Scheduled Maintenance. This notice will be sent in the form of an email to Daniel Ford at
dfordkci.southlake.tx.us or to such other email address as identified by Customer in writing from time to time.
"Customer Owned & Supported Infrastructure" means any of the Customer owned and supported
infrastructure which includes the following: Networking Devices, Configuration, & Access; Storage Devices,
Configuration, & Backup & Recovery; Physical Server Hardware, Configuration, & Connectivity; Virtual
Servers, Configuration & Accessibility; Monitoring & Alerting Software & Configuration.
b. General Support Obligations.
(i) Company will provide all necessary resources to support acceptance testing, troubleshooting, and
implementation of the Service.
(ii) Company will provide telephone and email support 8:00 AM. To 5:00 PM (Eastern Time), excluding
federal holidays, for assistance in identifying and resolving Errors (in accordance with Priority Levels
and Response Times set forth in Sections I.e. and I.d. below), and will be available to answer questions
related to the operational use of the Service.
(iii) Company will monitor the Service to ensure that it is being provided according to the standards of the
Agreement and this Addendum.
(iv) Customer will immediately report all outages ("Outages"), including performance degradation to
Company in the form of an email to supportk ueworks.com at Company.
(v) Any non-scheduled or emergency maintenance which impacts the Service will be promptly
communicated to Customer in the form of an email to Customer at the above -referenced email.
c. Priority Levels. When Company initially detects an Error with the Service, and/or when Customer reports to
Company an Error with the Service, the Error will be promptly classified by the reporting party in accordance
with the following priority incident guidelines.
Priority Level
Definition
Priority 0
Critical Issue
• No user at the Customer site can log on to
VUEWorks
• The map does not display on any user computer
at the Customer's site
• No user at the Customer's site can create a
Service Call or Work Order
Priority 1
Severe Issue
• VUEWorks generates information that is
obviously and substantially incorrect
• A feature produces error messages that causes an
application feature to stop functioning or not
roduce result
Priority 2
Important Issue
• An issue reported by Customer that can be
resolved by providing help on using a specific
feature
• Issues that cause an error message but do not
cause the application to stop functioning or
create results that are substantially incorrect
• Issues acknowledged by VUEWorks as a defect
that can be avoided without loss of functionality
through a work around process
Priority 3
Low Priority Issues
• Issues or questions that are not directly related to
the functionality of the product
• Non -contractual application enhancement
request (the"Wishlist"). A non -contractual
request to provide features in VUEWorks that
are not in the current product
Priority 4
Issue not directly related to VUEWorks software
• Issues related to hardware, browser, or operating
system malfunction
d. Incident Response Service Level. Company will respond to Customer and provide Initial Responses,
Temporary Resolutions and Final Resolutions in accordance with time requirements set forth in the table below.
Priority
Initial Response will be
Temporary Resolution will be
Final Resolution will be
Level
provided within:
provided within:provided
within:
0
4 hours from receipt of
8 hours from receipt of initial
7 days from receipt of initial
initial notice from
notice from Customer, or other
notice from Customer, or other
Customer, or other
discovery, of an Error
discovery, of an Error
discovery, of an Error
1
8 hours from receipt of
48 hours from receipt of initial
14 days from receipt of initial
initial notice from
notice from Customer, or other
notice from Customer, or other
Customer, or other
discovery, of an Error
discovery, of an Error
discovery, of an Error
2
1 business day from receipt
7 days from receipt of initial
30 days from receipt of initial
of initial notice from
notice from Customer, or other
notice from Customer, or other
Customer, or other
discovery, of an Error
discovery, of an Error
discovery, of an Error
e. As used in this Addendum, the following definitions apply:
"Final Resolution" means a permanent fix that has been implemented and incorporated into the Service to
restore the Service functionality in accordance with its Specifications.
"Initial Response" means a verbal, written or electronic response from Company to Customer regarding a
reported or discovered Error.
"Temporary Resolution" means a temporary fix or patch that has been implemented and incorporated into the
Service by Company to restore the Service functionality in accordance with its Specifications until the Final
resolution is available.
2. Reviews.
Regular Reviews. At the written request of Customer, Company will engage in review sessions with Customer
to analyze on -going problems with the Service and analyze root causes of both resolved and unresolved problems.
3. Service Credits.
Availability Service Level. So long as Customer has timely reported any Outage to Company (but under no
circumstances more than 10 calendar days after such Outage), if Company fails to meet its Availability Service
Level identified in Section 1.a., Customer will be entitled to credits as follows:
Service Availability
Credit (against monthly fee for the affected Service)
99.0% or greater
0%
98% but less than 99%
5%
96% but less than 98%
10%
91% but less than 96%
15%
85% but less than 9 1 %
30%
Less than 85%
100%
Exhibit B - Order Form Schedule of Pricing and Milestones
Pricing Request Items
Description
Fee if VUEWorks is
Hosted by DTS
Year 1
Software License
VUEWorks Enterprise License Agreement (ELA) - 25 concurrent users (Due upon Contract Execution)
$75,000
Implementation of Water, Wastewater, Environmental, Transportation, and Streets & Drainage Departments
Implementation
including Project Management, Project and Training Documentation, Work Management Configuration,
$110,000
Advanced Asset Management Configuration and Training
Support &
Annual Fee for VUEWorks Support and Maintenance to include annual one -day onsite refresher training (To
$20,000
Maintenance
be paid upon Go -Live)
Hosting
VUEWorks Hosting to be Single Tenant on its own dedicated server in order to allow for two-way integrations
$35,000
(Due upon contract execution)
Year 1 Subtotal
$240,000
Year
Software License
VUEWorks Enterprise License Agreement (ELA) - 10 additional concurrent user licenses
$10,000
Implementation
Implementation of Fleet, Facilities, and Community Services (Parks) departments including Project
$80,000
Management, Project and Training Documentation, VUEWorks Configuration,and Training
Support &
Annual Fee for VUEWorks Support and Maintenance to include annual one -day onsite refresher training
$22,000
Maintenance
($2,000 increase related to increase in Concurrent User Licenses)
Hosting
VUEWorks Hosting to be Single Tenant on its own dedicated server in order to allow for two-way integrations
$35,000
Integrations
Breakdown of the 6listed integrations is shown below. (Pending funding to be contracted separately)
$135,000
Year 2 Subtotal
$282,000
Year 3
Support &
Annual Fee for VUEWorks Support and Maintenance to include annual one -day onsite refresher training
$22,000
Maintenance
Hosting
VUEWorks Hosting to be Single Tenant on its own dedicated server in order to allow for two-way integrations
$35,000
Year 3 Subtotal
$57,000
Year 4
Support &
Annual Fee for VUEWorks Support and Maintenance to include annual one -day onsite refresher training
$22,000
Maintenance
Hosting
VUEWorks Hosting to be Single Tenant on its own dedicated server in order to allow for two-way integrations
$35,000
Year 4 Subtotal
$57,000
Year 5
Support &
Annual Fee for VUEWorks Support and Maintenance to include annual one -day onsite refresher training
$22,000
Maintenance
Hosting
VUEWorks Hosting to be Single Tenant on its own dedicated server in order to allow for two-way integrations
$35,000
Year 5 Subtotal
Annual Maintenance and Hosting Only
$57,000
TOTAL 5-YEAR COST
$693,000
System
Module -Direction - Frequency
Fee if VUEWorks is
Hosted by DTS
Munis
Utility Billing-Bi-Directional-Real-Time
$40,000
Munis
Purchasing-Bi-Directional-Real-Time
$40,000
Munis
HCM-One Way -Daily
$5,000
EnerGov
Perm itting-Bi-Directional-Real-Time
$40,000
EJ Ward
One Way -Daily
$5,000
SCADA - Wonderware
One Way -Real -Time
$5,000
NOTE: Any additional costs, agreements, or terms of warranty required by the third party applications listed above, including interactions with the third -party vendors, are the
responsibility of the City of Southlake, TX. Additionally, should additional consultation between the City and DTS be required in support of any of these items, those services will
be billed by DTS at the rate of $200 per hour.
* Fiscal Year Oct 1-Sept 30, Year 1 FY2022
voweworks
1. VUEWorks technical support is available from 8:00arn to 8:00pm, eastern time, on all
weekdays other than Federal holidays. VUEWorks' support includes answering questions
from Customer over the telephone or e-mail, and the commercially reasonable effort to
have the VUEWorks Software functioning properly in accordance with the documented
product features and specifications.
2. VUEWorks Support must be initiated either through calling the support line (800) 252-
2402, Submitting a ticket through the application or Support Email:
support Ca)vueworks.com. VUEWorks recommends the use of the application or email as
it serves as a written record of the event.
3. Customer shall designate one individual to serve as the primary support contact for
requests. Additionally, customer may designate as many as two (2) more secondary
individuals who may contact VUEWorks directly for support issues. Other arrangements
will be addressed on a case by case basis and must be agreed to in writing by Customer
and VUEWorks.
4. The initial contact whether invoked by email or telephone for a particular issue defines the
beginning of a support incident.
5. In cases where a VUEWorks staff member is unable to answer the phone, or when the
Customer uses email for a support request, Customer will include in the message their
name, their organization, a thorough description of the steps that preceded the problem,
and a call back number. Screen shots and complete descriptions of the problem, activities
leading to the problem and any related detail are most helpful. VUEWorks may not be
able to respond if this information is not provided.
6. Common incidents include operational questions, improvement suggestions, problems
related to changes in the customers' GIS environment, problems related to changes in the
customers' VUEWorks implementation, and problems related to defects in the software.
a. If the incident involves a defect in the VUEWorks software, VUEWorks will
provide the commercially reasonable effort to fix the defect(s) at no charge.
i. A defect is defined as an issue with the software during the normal course
of operation where the software does not function as documented due to an
error in the software code.
11. A defect is often, but not always, accompanied by an error message.
:"Jj;
ill. VUEWorks software has many dependencies that could generate error
messages that are delivered through VUEWorks but are not VUEWorks
software defects. These include but are not limited to:
1. Esri GIS Software
2. MS SQL Server
3. Server operating system
4. Permissions
5. Hardware
6. Network connectivity
7. Individual client computer issues
a. Individual Client computer issues are identified when the
issue occurs on a limited number of computers but not on all
computers using the same VUEWorks user login.
b. VUEWorks reserves the right to determine if an issue is caused by a VUEWorks
software defect or not
7. If the issue is determined to be anything other than a defect in the VUEWorks software
code then VUEWorks will provide up to 30 minutes of technical support at no charge,
followed by a charge of two hundred dollars ($200) per hour per incident.
8. VUEWorks technical services do not include support for Esri Software. While VUEWorks
staff may attempt, at its sole discretion, to resolve issues stemming from Esri Software, the
Customer recognizes that these types of issues are best supported through Esri's many
support channels.
9. VUEWorks handles incident reports in the following manner
Each incident logged will be given a priority of 0 to 4 as determined by VUEWorks
technical support staff. VUEWorks will first attempt to resolve the issue with the Customer
upon initial response. If the issue cannot be resolved during initial response then
VUEWorks will respond to the request depending on the priority of the issue as defined in
the following sections:
a. Priority 0. Critical Issue. VUEWorks will start working on the issue within 4
business hours of initial response and continue to work on the issue during normal
business hours until the issue is resolved. Examples of Critical Issues:
i. No user at the Customer site can log on to VUEWorks
ii. The map does not display on any user computer at the Customer's site.
iii. No user at the Customer's site can create a Service Call or Work Order
b. Priority 1. Severe Issue. VUEWorks will start working on the issue within one
business day of initial response and continue to work on the issue during normal
business hours until the issue is resolved if any of the following occurs:
i. VUEWorks generates information that is obviously and substantially
incorrect
11 . A feature produces error messages that causes an application feature to stop
functioning or not produce results
c. Priority 2. Important Issue. If the issue cannot be resolved through the initial
response process, then VUEWorks will start working on the issue within 5 business
days and resolve the issue within 30 days thereafter if any of the following occurs:
i. An issue reported by Customer that can be resolved by providing help on
using a specific feature
ii. Issues that cause an error message but do not cause the application to stop
functioning or create results that are substantially incorrect
iii. Issues acknowledged by VUEWorks as a defect that can be avoided without
loss of functionality through a work around process
d. Priority 3. Low priority issues. If the issue cannot be resolved through the initial
response process, then VUEWorks will document the issue but not be obligated to
respond within any specific time frame for the following types of issues:
i. Issues or questions that are not directly related to the functionality of the
product
H. Non -contractual application enhancement request (the "Wishlist"). A non -
contractual request to provide features in VUEWorks that are not in the
current product.
e. Priority 4. Issue is not directly related to VUEWorks software. If an issue is
determined to be related to hardware, browser, or operating system malfunction
VUEWorks will notify Customer that the issue must be resolved by the Customer.
These cases are usually substantiated if the issue occurs on only one user computer
and cannot be replicated on another user computer or at VUEWorks test
environment
VUEWorks. will provide commercially reasonable effort based on the above guidelines.
If it is determined that the effort required to resolve the issue is not included in this Annual
Maintenance and Support policy, work will stop, and the Customer will be advised that the
work is not covered. At VUEWorks discretion, the customer may be provided an option
for VUEWorks to continue the work at an agreed to cost and scope.
10. Direct Server Access: In order for VUEWorks to provide adequate support the Customer
agrees to provide VUEWorks the means to remotely control and transfer files with the
Customer's VUEWorks server, the GIS server and the SQL server through the Internet.
a. VUEWorks recommends LogMeln software for remote access but will work with
any commercially acceptable system that provides remote control and file transfer
capabilities as preferred by the Customer
b. This requirement allows VUEWorks support staff to:
i. Offer the Customer software update services to install patches, updates, and
upgrades that would otherwise require Customer resources
ii. Ability for VUEWorks staff to directly operate VUEWorks at the Customer
site for the purpose of investigating issues reported by the Customer
iii. Attempt to resolve issues remotely that would otherwise require an On -Site
visit
c. Customers understands and agrees that if remote access to Customers servers is not
provided then the all response times documented in item 10 above will not apply.
i. VUEWorks agrees to not access any other data or applications other than
required for VUEWorks support purposes
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