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HomeMy WebLinkAboutSoftware License and Services Agreement; ELEMOS Software - AMCS Group, Inc.1316 COUNTY -CITY BUILDING 227 W. JEFFERSON BOULEVARD SOUTH BEND. INDIANA 46601-1830 CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR BOARD OF PUBLIC WORKS March 28, 2017 Mitch Alcon AMCS Group, Inc. 119 S. Fifth Street Oxford, PA 19363 RE: Software License and Services Agreement; ELEMOS Software Dear Mr. Alcon: PHONE 574/235-9251 FAx 574/235-9171 The Board of Public Works, at its meeting held on March 28, 2017, approved the above referenced agreement regarding a route planner module for Solid Waste trucks in the amount of $43,360 for the license and services agreement, and $29,331 for the ELEMOS software agreement, for three (3) years Enclosed please find the original of the agreement for your signature. Please sign and return the original agreement to our office and retain a copy for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251. Sincerely, Linda M. Martin, Clerk Enclosure c: Rene Casiano, Office of Innovation GARY A. GILOT SUZANNA M. FRITZBERG ELIZABETH A. MARADIK JAMES A. MUELLER THERESE J. DORAU Board of Public Works, The following is a breakdown of the anticipated costs IT expects based on our contract with AMCS over the next three years for ELEMOS and Route Planner. The only notable items in year one are the license additions of three GPS units for Solid Waste trucks. • Year 1 (2017) o ELEMOS software annual costs: • Current: • $27,831 • Additional: • $1,500 added this year for three GPS units for Solid Waste trucks • Total: • $29,331 o Route Planner software annual costs: • $12,600 o Route Planner software one-time implementation costs: • $30,760 o Year one total costs: $72,691 • Year 2 (2018) o ELEMOS software annual costs: • No more than $30,210.93 • Previous years costs +3% maximum increase (increase could be less) o Route Planner software annual costs: No more than $12,978 • Previous years costs +3% maximum increase (increase could be less) o Year two total costs: • $43,188.93 • Year (2019) o ELEMOS software annual costs: No more than $31,117.26 • Previous years costs +3% maximum increase (increase could be less) o Route Planner software annual costs: • No more than $13,367.34 • Previous years costs + 3% maximum increase (increase could be less) o Year three total costs: $44,484.60 City of South Bend IT ol� Rene Casiano z- 63 - z l3 C"AMCS Software License and Services Agreement AMCS Business System THIS SOFTWAR AND SERVICES AGREEMENT (the "Agreement") Is made and entered rL Into as of this day of MX 10 h , 20ID(the "Effective Date"), by and between AMCS Group, Inc., a Pennsylvania corporation, with a principal business address of at 119 S. Fifth Street, Oxford, PA 19363 ("AMCS") and ("CLIENT'), with a principal business address of This Agreement the Software Proposal and any Supplemental Schedule (the Software Proposal and any Supplemental Schedule are Incorporated herein by this reference) shall be construed as a single document and are part of a single transaction. For purposes of contractual interpretation only, In the event of a conflict between the terms and contlitions of the Software Proposal, Supplemental Schedule and this Agreement or any other agreement between AMCS and CLIENT, the terms and conditions of this Agreement shall control. PART I. DEFINITIONS "AgreemenC shall mean this Agreement together with each of the Supplemental Schedules and exhibits attached hereto or added by the parties after the date hereof. "Concurrent License" or "Concurrent Licenses" shall mean the right to use the Software by a maximum limited number of simultaneous users on Licensed Computers via an Internet or network based application delivery system. If applicable, the number of Concurrent Licenses purchased by CLIENT shall be set forth on the Software Proposal. "Confidential Information" shall mean any and all information, documentation, trade secrets or proprietary information exclusively owned or licensed to AMCS or CLIENT, and not and, licensed or transferred in any manner In whole or part to the other, but exchanged between AMCS and CLIENT for the purpose of enabling AMCS to install, modify, access and amend or otherwise enable use of the Software, Documentation and program concepts in accordance with the terms of this Agreement which Is not considered In the public domain. "Designated Locations" shall mean CLIENTS locations set forth In the Software Proposal where CLIENTS servers or other hardware containing the Software are located and other locations of CLIENT where CLIENT and its employees will use the Software by means of an Internet or network based application delivery system. "Documentation" shall mean all materials containing Information about the Software, Including, but not limited to, writings, drawings, graphs, charts, photographs, and other data compilations In any media whatever. _ "Licensed Computer" shall mean the serves, computers or workstations on which the Software Is installed supported by AMCS and Identified In the Software Proposal at the locations described In that schedule and the computers and other work station on which the Client's employees or agents may simultaneously access the Software by means of an Internet or network based application or other delivery system. "Licensing Fees" shall mean the fees for the Software as set forth in the Software Proposal. "Seat" or "Seats" shall mean the right to simultaneously use the Software on a Licensed Computers based upon the number of licenses purchased by CLIENT. "Software" shall over: (Q the software products of AMCS identified In the Software Proposal; (II) the related documentation; (iii) the related Updates and Upgrades to such Software products and documentation; (rv) any and all modifications and Improvements of such software products, documentation, Updates and Upgrades, and (v) all copies of the foregoing. "Software Proposal" means proposal delivered to CLIENT by AMCS relating to Software dated "Subscription" shall mean the payment of the Software Fees on a monthly basis. "Supplemental Schedule(s)" shall have the meaning set forth in Section 24 of this Agreement. "Support Fees" shall mean the fees for the Software support as set forth in the Software Proposal. "Third Party Licensor" shall mean the Licensor of any of the Third Party Packages. "Third Party Packages" shall mean a third parry software product which AMCS has the right M distribute and license to clients of AMCS. Certain Software products developed by Third Parry Licensor and made available hereunder may be referred to herein or In the Software Proposal as "Third Parry Software". "Updates" shall mean error corrections and maintenance releases to the Software tom Ume to time developed and made available by AMCS In the ordinary course of business. "Upgrades" shall mean Software enhancements, from Ume to time, developed by AMCS that accomplish Incidental, structural, functional, and performance Improvements which do not expand or add to the functionality or functions of the Software, as the Software is designed and functions at the Execution Date. PART II. SOFTWARE 1. Grant of License. In consideration of and subject to CLIENTS payment of the Software Fees and Support Fees, AMCS hereby grants to CLIENT subject to the terms and conditions herein, a limited, non-exclusive, non -transferable, non -Licensable and non - assignable, license to use the Software at the Designated Locations In conformance with the terms and conditions set forth herein (the "License). Use of the Software pursuant to this License shall be limited (9 In the use of the Software by the Licensed Computers or by means of an Internet or network based application delivery system at the Designated Locations and (II) so that the number of simultaneous users of the Software will not exceed the number of Seats acquired by CLIENT to use the Software or the number of Concurrent Licenses purchased by talent as set forth In the Software Proposal. Unless otherwise specifled In writing, CLIENT shall mn the Software only network operating systems and hardware that meet the requirements set forth on the "Help/About and "General Help" screens set forth on AMCS website. The continued validity of the Ucense and CLIENTS legal right to use the Software Is conditioned upon p) the payment of the Software Fees and Support Foes when due and the full and complete performance of any and all covenants and agreements contained herein; and (li) CLIENT'S adherence to all restrictions, limitations, conditions and obligations, express or Implied, in the separate end -user third party license agreements constituting any part of the Software. AMCS shall have the right (CLIENT shall grant access), either upon the Initial delivery of the Software or at any time during the term of this Agreement, to install copy protection mechanisms in the Software, or to deliver and Install, or require CLIENT to install, IAN metering or policing systems, or other software Items designed to limit CLIENTS copying and use of the Software in ways Inconsistent with this Agreement 2. Restrictions. CLIENT may not sell, make any copies of the Software; reverse engineer, disassemble, decompile or network the Software; make any alterations to the Software or the Documentation or any parts thereof, including but not limited to sub -routines, functions, libraries or other binary code segments of the Software; or rent, sub -license, lease, ban, distribute, or grant other rights ta the Software or the Documentation to others. If CLIENT violates any of the restrictions, any warranty provided by AMCS under this Agreement shall, at the sole option of AMCS be immediately void and shall no force or effect. Upon any such termination, all Software shall be Immediately removed from the Licensed Computers and returned to AMCS. Notwithstanding the foregoing, for the purposes of disaster recovery, Client may make one (1) may of the Software W be kept at a single Designated location 3. Ownership and Reservation of Rights. Title and all ownership and proprietary rights to the Software, Program Concepts and Documentation, including, but not limited to, any derivative works and CLIENT -specific enhancements and modifications shall remain in AMCS and are protected by copyright, patent and trade secret laws. CLIENT hereby assigns to AMCS and hereby does assign to AMCS any and all rights it has obtained or may obtain In the Software and Documentation, or In derivative works thereof and hereby Irrevocably appoints AMCS as Its attorney -In -fact for the limited purpose of effectuating the foregoing. 4. Protection of Proprietary fights and Confidential Information. CLIENT acknowledges that the Software, Documentation and matters relating thereto contain trade secrets, confidential information and other valuable proprietary information owned by AMCS. CLIENT shall not, without AMCS's prior written consent, disclose, provide or make available any aspect or portion of the Confidential Information In any form to any person, except to employees or consultants of the other party whose access is necessary to enable CLIENT or AMCS W exercise Its rights under this license, and who are under a legally binding obligation W CLIENT or AMCS to maintain the strict Confidently of such Information. CLIENT agrees to immediately notify AMCS in writing of any misuse, misappropriation, or unauthorized disclosure, display, or copying of the Confidential Information that may come to CLIENTS allenUon S. Fees and Payment Terms CLIENT shall pay W AMCS the Ucensing Fees and the Support Fees set forth in the Software Proposal (collectively, the "Software fees') as required In the Software Proposal or, if no date Is specified, upon receiving an Invoice for the same. Should CLIENT apt to pay the Software Fees by Subscription (as set forth in the Software Proposal), CLIENT shall be Invoked in advance with payment due at the first (P) of each month. Notwithstanding anything contained herein to the contrary, If CLIENT opts to pay Software Fees by Subscription (as set forth In the Software Proposal), after the first ('-h anniversary from the Effective Date, AMCS reserves the right, in its discretion, to Increase any Software Fees by providing 15 days notice W CLIENT thereof. CLIENT is responsible for and agrees to pay all applicable sales and use tax required on the transactions described herein. 6. AMCS Audit of CLIENT'S use of Software. At any time after the date hereof while the CLIENT Is using the Software, AMCS may audit and Inspect CLIENT's use of the Software W ensure compliance with the terms and conditions of this Agreement (the "Audit ). The Audit may Include, but shall not be limited to, a review of the number of CLIENTS employees that are using the Software, the locations in which the Software is being used by CLIENT and the number of servers or hardware on which the Software Is Installed as compared to the number of Seats or Concurrent Licenses acquired by CLIENT as set forth in the Software Proposal. 7. Professional Services and Support 7.1. Professional Services. AMCS agrees to perform and CLIENT agrees to pay AMCS for professional services as described in the Software Proposal and referred to as therein as the "Profess'wnal Services" as may be supplemented or added In from time to time after the date hereof by the mutual execution and delivery of a Supplemental Schedule by the parties. Professional Services may be performed at either the CLIENT site or local AMCS facility, or both. Page 1 of 4 v2.8 08242015 CRAMCS Software License and Services Agreement AMCS Business System 7.1.1. Fees and Charges. CLIENT agrees to pay for the Professional Services, in accordance with AMCS's established charges, and rates in effect when the Professional Services are rendered, subject to agreements W the contrary set forth in this Agreement or the Software Proposal. Unless otherwise agreed in writing, fees for Professional Services rendered pursuant to this Agreement will be Invoiced weekly, and will be payable upon receipt of Invoice, without withholding, deduction or off set of any amounts for any purpose CLIENT shall pay applicable sales or use taxes on products or services sold or provided to CLIENT by AMCS. CLIENT shall reimburse AMCS for any reasonable out of pocket expenses Including travel Ume bz and from the CLIENT's site, lodging, meals, telephone, and shipping, as may be necessary in connection with duties performed under this Agreement by AMCS. No travel and living expenses shall be reimbursed except for travel at CLIENT's request; it being understood that all diagnostics and correction work will ordinarily be provided at the home office of AMCS. 7.1.2. Control and Supervision. From time to time, AMCS shall designate a project manager for CLIENT and a AMCS engagement manager. Nosh the CLIENT project manager and the AMCS engagement manager will be responsible for directing the specific activities of their respective staff assigned to assist in accomplishing the Professional Services 7.2. Support Services. AMCS shall provide to CLIENT the Software support services (the "Support Service; J set forth in the Software Proposal in accordance with the terms and conditions set forth In this Agreement and In the Software Proposal. AMCS and CLIENT may amend, change or modify the Support Services from Ume to time hereafter by the mutual execution and delivery of a Supplemental Schedule by the parties. AMCS shall provide to CLIENT off -site, 24 x 7 Software support. The provision of Support by AMCS to CLIENT shall be subject to work scheduling and the determination of AMCS (in sole discretion) as W the pronly that such support activities will be assigned, taking Into account the nature and magnitude of the Issue to be resolved, the availability of technical staff, and previously scheduled work. If selected, AMCS shall provide Support from Monday through Friday, excluding national holidays, from 7:00 AM to 8:00 PM ET, and also shall provide after-hours access to CLIENT with AMCStedurkians. During our normal business hours, AMCS will make available to CLIENT qualified technical AMCS personnel for issue resolution, advice and consultation regarding the use of the software. After our published business hours, for Critical Issues (as hereinafter defined), a AMCS technician will be paged, and will contact the CLIENT within one (1) hour of the call receipt. For purposes of this Agreement, "Critical Issues" are defined as those limited Instances where or when a problem with the Software or defect In application of the Software for the Intended use and purpose threatens to materially Impede the ability of the user to conduct and operate Its business. 7.2.1. Fees For Support Service In consideration for the Support Services, the CLIENT shall pay the fees set forth in the Software Proposal in accordance with Section 5 hereof. The fees and costs for an additional modules purchased by CLIENT or any amendment, change or modification of Support Services shall be determined by AMCS. Notwithstanding anything contained herein to the contrary, AMCS reserves the right, in its discretion, to Increase any fees for Support Services by providing 15 days notice to CLIENT thereof. 7.2.2. Support Guidelines. On -site support will be provided only by prior arrangement and In the event remote support Is not adequate to correct problems or enable use of the Software In the manner and purpose Intended. Notwithstanding anything provided herein, diagnosis and connection of dirficultles or defects traceable to CLIENT emor, thlyd party products, system changes, failure to follow instructions, failure to review provided application documentation, or other misuse of the Software or attempt to modify the Software will be billed at our applicable contract or non -contract time and material rates in effect at the time the service was provided. The CLIENT acknowledges and agrees that third -party product support is not Included and Is billable to the CLIENT In accordance with existing rate structure. If, during the diagnosis of a support event It is determined that an Issue is not included under the Support Services, the CLIENT will be notified that they will be billed at the appropriate published rates. CLIENT acknowledges and agrees that the representative of CLIENT contacting AMCS shall be authorized to approve their incurring of charges and that no additional approval is required, unless otherwise notified by the CLIENT at the time of the support event. The CLIENT acknowledges that although all attempts will be made to do so, some Issues may not be resolved during the initial call and all Issues will be resolved on a priority basis (as determined by AMCS). The Support Services do not Include: network support, monitoring, backup, Installation, or warranty on or of the CLIENTS network hardware or software. As a convenience to the CLIENT, AMCS has several support staff members who are certified MS Windows network specialists. If the CLIENT contacts our offices requesting network support, the CLIENT will be billed the applicable consulting rate. 7.2.3. Version Upgmdes and Software Updates. Upon the release of a new version of the Software, AMCS will make available version upgmdes to the CLIENT In accordance with the terms of the Software Proposal. Version upgrades do not Include additional data conversion, training, onsite or remote installation, travel time, or related travel expenses. Upon AMCS's release of a Software update, AMCS will send a notification of the update release to the CLIENTS system administrators or other designated panes via e-mail. CLIENT may obtain a Software update by contacting the AMES Support Desk. The CLIENT Is responsible for Installation of software updates on their network. If the CLIENT fails to Install the update wimin fourteen (14) days of being notified, AMCS will not be responsible for Issues that could have been prevented if update had been installed. AMCS shall not be responsible for the CLIENTS installation of an update in an environment that does not meet stated AMCS supported environments. CLIENT on request that AMCS install the release provided that AMCS shall be paid the standard consulting rates for such services. Rekase Installation typically requires between one and two hours and can be scheduled to be completed after hours at the published overtime rates. 7.2.4. Additional Fees and Expenses. In the event that CLIENT uses a dial -up modem (as opposed or "DSL" or "T-1" tins used by most commercial operations), AMCS shall charge a 25% surcharge on the standard fees for the Support Services, Support Services do not Include travel labor at travel and lodging expenses for onsite services provided to the CLIENT. Travel labor will be billed at actual time at the applicable contract or noncontract rate. Travel time is calmkated portal-to-portal (from our personnel's existing location to the CLIENT location) during normal business hours. For travel outside of the business hours stated above, the CLIENT will be charged 1.5x the list price during weekends and 2x the list price for during holidays. All travel expenses will be billed at actual cost, with the exception of meals and vehicle mileage, which will be billed at the standard unit rates. 7.2.5. Term for Support Services. The term for the Support Services shall commence as of date hereof and shall expire on the 3rd anniversary of the date hereof (the "Termination Date'); provided however, on the Termination Date, and on each anniversary of the Termination Date thereafter, the term of this Agreement shall automa0cally be extended for an additional one (1) year period (each such one year extension period Is hereinafter referred to as a "One year Extension'); and, provided further. either parry may terminate this Agreement In accordance with Section 8. 8. Termination. &1. AMCS shall be entitled to terminate this Agreement and demand the removal and return of the Software if CLIENT Is In default of its obligations under this Agreement and the CLIENT has not taken reasonable steps to cure the default within a period five (5) calendar days from the date of recelpt of such written notice specifying the default and Intention to terminate by AMCS. 8.2. Notwithstanding any other provision of this Agreement, AMCS shall be entitled to terminate this Agreement and demand the removal and return of the Software with prior notice but without providing CLIENT an opportunity to cure If: (a) CLIENT fails to make any payment due under this Agreement within thirty (30) calendar days of Its due date; (b) CLIENT makes any unauthorized use of or modulations to the Software, in any other way violates any of the restrictions on the use, protection of and dissemination of the Software or Confidential Information set forth in furs Agreement; (c) makes any assignment of assets or business for the benefit of creditors, or if a trustee or receiver Is appointed to administer or conduct IN business or affairs, or if It is adjudged in any legal proceeding to be either a voluntary or Involuntary bankruptcy or, (d) breaches any provision of any separate end -user license agreement with any Third Party Licensor. 8.3. The right of termination shall be In addition Wall other rights and remedies to which AMCS is entitled at law or in equity pursuant to this Agreement. Upon termination or expiration of this Agreement In any manner provided herein, CLIENT shall immediately cause and desist from any and all use of the Software or Documentation, and any warranty provided under Section 9 of this Agreement shall be void. &4. Upon termination or expiration of this Agreement in any manner provided herein all originals, of the Software and Documentation and all copies thereof, all derivative works thereof, and any material, in any media, embodying any part of the Software, Program Concepts or Documentation; and certify in writing mat CLIENT has fully performed the foregoing. 9. Warranty and Limitations. 9.1. AMCS warrants for a period of one (1) year mat for so long as CLIENT pays the Software Fees and obtains On -Going Support from AMCS and remits, on a Nmely basis, the related Support Fees In connection with the Software (excluding Third Party Software) shall function substantially In accordance with the Information set forth in AMCS "Help Screens" and online specifications located on the AMCS website provided by AMCS (or AMCS's Licensor). In all Gees, AMCS's sole obligation in respect of a breach of this warranty shall be to modify or replace the Software as to correct the defective performance, or (it) at AMCS's option, obtain the advice and assistance of AMCS's Licensor to modify or replace the Software so as to correct the defective performance. CLIENT shall give AMCS prompt written notice of any claims under the foregoing warranties. 9.2. The foregoing warranties shall not apply In the extent that any alleged Infringement or defect derives from: (e a combination of the Software with any program, equipment or device not supplied or recommended by AMCS, 00 any modification or customization of the Software that has not been performed or authorized by AMCS; or (lie CLIENTS failure to promptly Install any Updates or Upgrades provided by AMCS (or AMCS's Licensor). 9.3. Limitations on Warranty. Except as provided above, AMCS makes no warranties regarding the Software, either express or Implied, and expressly disclaims the warranties of merchantability and fitness for a particular purpose for the software, data, documentation, and any warranty of non -infringement. Under no circumstances shall AMCS be liable for any (I) losses, costs, expenses or damages to CLIENT In an amount exceeding fifty (50%) percent of the total of the Licensing Fees by CLIENT to AMCS under this Agreement, or (Ie any losses or damages whatsoever, whether direct, Indirect, Incidental, consequential, special or exemplary, loss of business profits, business intermptlon, loss of business Information, loss of goodwill, tomous conduct, or other pecuniary loss, arising out of or in any way Page 2 of 4 v2.8 08242015 �AMCS Software License and Services Agreement AMCS Business System related to the provision of, or failure to provide, software, documentation, data, routing services, support services, or training. 10. Indemnifrratian. CLIENT shall Indemnify, defend, and hold harmless AMCS, its officers, directors, agents, and employees from and against any losses, liability, claims, damages, penalties, casts, fees or expenses (Including reasonable attorney's fees) arising from or In connection with any action, proceeding or claim made or brought against AMCS by any third party caused by or arising from any negligent act or omission or willful misconduct of CLIENT pursuant to this Agreement including, but not limited to, those claims based upon or In any way related to an end user license granted by a Third Party Licensor for use of software or data that constitutes a portion of the Software or Is used In conjunction with the Software, or claims based on or in any way heated to the operation of trucks routed by AMCS. 11. Non -Waiver. No waiver by either parry of any breach by the other party of any provision hereof shall be deemed to be a waiver of any other breach thereof or as a waiver of any such or other provisions of this Agreement. 12 Arbitration. Arbitration. This Agreement Is made and executed with the intention that the construction, Interpretation, validity, and enforcement hereof shall be determined In accordance with, and governed by, the laws of the State of Indiana, exclusive of Its choice of law provisions. Any dispute arising between the parties under this Agreement shall be submitted to and finally settled by arbitration In the State of Indiana, in accordance with the then pertaining rules for commercial arbitration of the American Arbitration Association. The decision of the arbitrators shall be final and the successful party In such arbitration shall have the right to procure the entry of judgment on the arbitration award in any court of competent jurisdiction. 13. Remedies. Except as otherwise provided for herein, no remedy conferred by the Agreement Is Intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder, now or hereafter existing at law, In equity, by statute or otherwise. The election of any one or more remedies shall not constitute a waiver of the right to pursue other available remedles. 14. Force Majeure. AMCS shall not be In default nor liable for any failure in performance or loss or damage under this Agreement due to any rouse beyond Its control. 15. Legal Fear and Costs. If ether party brings any legal actlon to these Agreements regarding their subject matter, the prevailing party shall be entitled to recover, in addition to any other relief, reasonable attorneys' fees and costs. 16. Notices and Other Communications. Any notices or other communication required or contemplated under this Agreement shall be in writing and will be deemed given upon the eadier of either actual receipt, or fifteen (15) after sending to the party's Notice Address by first class mall, postage prepaid. 17. Assignment CLIENT shall Trot assign any of its rights or obligations hereunder without AMCS's written consent, which consent shall not be unreasonably withheld; provided, however, CLIENT shall not have arty right to sub -Toone the rights licensed by this Agreement without the prior written consent of AMCS, which consent shall be at AMCS's sole discretion. 18. Modiflrations, Amendments or Waivers. No modifications or amendments to the Agreement, and no waiver of any provisions hereof shall be valid unless in writing signed by duty authorized representatives of the parties. 19. Binding Effect. This Agreement shall be binding upon and Inure to the benefit of the parties hereto and their respective successors and permitted assigns. 20. Severability. If any term, provision or part of this Agreement Is to any extent held Invalid, void or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall not be Impaired or affected thereby, and each term, provision, and part shall continue in full force and effect, and shall be Interpreted in a manner conslstent with the Intent of the parties. 21. Section Headings. The Section headings throughout this Agreement are for reference purposes only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the Interpretation, construction or meaning of the prodslons of the Agreement. 22. Survival. The provisions of this Agreement relating to protection, preservation and rights of the parties to Confidentlal Information shall survive expiration or termination of this Agreement. 23. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties hereto with respect to the specific subject matter of this Agreement, and supersedes all poor agreements or understandings, written or oral, between the parties hereto with respect to the specific subject matter of this Agreement This Agreement may not be amended except by a written Instrument signed by the parties hereto. 24. Supplemental Schedules. From time to time after to the date hereof, CLIENT and AMCS the Software, Professional Services or Support Services provided for hereunder may be added to, modified or amended by the mutually execution and delivery of one or more supplemental schedules to this Agreement (the -Supplemental Schedule'1 which when executed by both parties are referred to and Incorporated herein by reference. *Signatures Appear on the Following Page* Page 3 of 4 v2.8 08242015 AMCS Software License and Services Agreement r—Q AMCS Business System IN WITNESS WHEREOF, the respective parties by their duly authorized representatives as of the day and year first above written have signed this Agreement. AMCS Group, Inc. 119 S. Fifth Street APPROVEJ) �ard of PpAIIr�[8 — Oxford, PA 19363 Signature Mitch Alcon Typed or Printed Name President Title Date 4815-9355-1887. v. 1 Page 4 of 4 Signature b Typed or Printed Name Title Date v2.8 08242015 AMCS AMCS AMCS Vehicle Technology Proposal for the City of South Bend, Indiana UT PEACE 1865 Matt Hibbing matt.hibbing@amcsgroup.com Proposal #02022017-003MH © AMCS Page 1 of 7 Proposal #02022017-003MH ConFldentlal and Proprietary Information V4.4 06/08/2015 4847-7359-71901 0 AMCS r-Q Prepared for: The City of South Bend 3113 Riverside Drive South Bend, IN 46628 Attn: Michael Bronstetter (574)235-5795 Proposal #0202017-003MH Hi Mike, The City of South Bend On behalf of AMCS, I would first like to thank you and the City of South Bend team for your continued support in the AMCS vehicle technology solution currently in use on your fleet of solid waste collection and support vehicles. We believe that our industry specific software and employees brings a significant value to your organization which no other company can match, and we hope that you feel the same way. This proposal outlines the cost for the continuing service of fifteen (15) ELEMOS Mobile on board computer systems, one (1) CanBus vehicle tracking solution and the ELEMOS Cart Management module including two (2) handheld scanners which are installed and operating for the City of South Bend. The systems will continue to operate as they have been in support of the City's solid waste and recycling operations. Additionally, the licensing and hosting of three (3) new CanBus vehicle tracking systems have been included within this proposal. We will continue hosting the system in the AMCS Cloud. AMCS, has a 25+ year history of strong customer support and innovative software solutions to meet customer specific needs. We are experts with onsite training, implementation, post installation follow up, and most importantly, exceptional customer service and support for the long term. In short, we are known for working with our customers. Currently, we are the only waste industry software provider to achieve Microsoft's coveted Silver Competency, in Application Development, Application Integration, Business Intelligence, and Data Platform categories. Only 5% of all Microsoft Partners worldwide achieve this recognition level. Our vast experience in implementing similar systems since 1986 will ensure a smooth transition and complete satisfaction with not only our products, but with our expert staff. Again, thank you for partnering with AMCS and providing us the opportunity to continue our support of your operation. If you have any questions, feel free to contact me anytime. Best regards, MAO AMCS Group, Regional Sales Manager 248-227-2500 — Direct matt.hibbi ng @a mcsg roup.com © AMCS Page 2 of 7 Proposal #02022017-003MH Confidential and Proprietary Information V4.4 03/06/2015 4847-7359-71901 AMCS r-P Prepared for: Continuation of Services: • AMCS will continue to provide Service and Support for: O 15 existing ELEMOS On -Board Computers O 1 ELEMOS CANBus device for GPS vehicle tracking The City of South Bend O ELEMOS Cart Management Module, including two handheld scanner Licenses New Services: • The City of South Bend is deploying as new: o 3 ELEMOS CANBus devices for GPS vehicle Tracking Customer Success: Our Customer Success function allows for us to take a proactive approach upon the completion of a successful software and/or hardware implementation in order ensure that our customers will increasingly benefit from use of our products and services. Providing a dedicated customer success manager gives us real-time visibility into your organization and allows us to provide real value within your organization as you utilize our suite of technology solutions; thereby allowing us to gain perspective into the use of our solution, where we can improve and determine how we can continue to provide you worth for a lifelong business relationship. At AMCS, your success directly ties into our success as an organization. • AMCS will provide the City of South Bend with a performance review 6 months following go live to validate the value of the solution deployed and provide insight into the utilization of the software. © AMCS Page 3 of 7 Proposal #02022017-003MH Confidential and Proprietary Information V4.4 03/06/2015 4847-7359-7190 1 C"AMCS Prepared for: Cost Estimate Summary for the City of South Bend The City of South Bend ANNUAL RECURRING LICENSING AND SUPPORT: Annual ELEMOS Software License: 10 Trucks @ $1,000 each $10,000 2 Trucks @ $917 each (prorated from 1/2016 purchase) $1,834 3 Trucks @ $667 each (prorated from 5/2016purchase) $2,001 Annual ELEMOS CanBus GPS Tracking License: 4 @ $500 each $2,000 Annual ELEMOS Touchscreen License: 10 Trucks @ $390 each $3,900 2 Trucks @ $358 each (prorated from 1/2016 purchase) $716 3 Trucks @ $260 each (prorated from 5/2016purchase) $780 Annual ELEMOS Hosting 10 Trucks @ $300 each $3,000 2 Trucks @ $275 each (prorated from 1/2016purchase) $550 3 Trucks @ $200 each (prorated from 5/2016 purchase) $600 4 CanBus GPS Systems @ $300 each $1,200 Annual ELEMOS Cart Manager License $1,250 Annual ELEMOS Cart Manager Handheld Scanner License: 2 @ $750 each $1,500 2017 PRORATED ANNUAL LICENSING AND SUPPORT SUB -TOTAL $29,331 ESTIMATED QUOTE TOTAL (Before freight and taxes) $29,331 PAYMENT TERMS: Payment in full is due upon execution Annual Licensing fees will be billed upon contract execution and then every year on that anniversary date Balance — Invoiced Weekly as work is performed, Due 30 days after Invoice Date. Travel Labor, portal to portal (@ $70 per hour) Actual Travel Expenses (Airfare, Hotel, Rental Car, per diem, etc.) I Actual Notes: SIM Cards and Sim Card Fees will continue to be provided by a separate agreement between the City of South Bend and the cellular provider. AMCS is not the provider of cellular data. Hourly Rates: Analyst - $155/Hour Hardware Configuration - $155/Hour Server Configuration - $155/Hour Project Manager - $155/Hour Trainer - $125/Hour © AMCS Page 4 of 7 ConOdentlal and Proprietary Information V4.4 03/06/2015 4847-7359-7190 1 Data Conversion - $155/Hour Database Administrator - $155/Hour Senior Analyst - $155/Hour Programmer - $225/Hour Proposal #02022017-003MH MAMCS Prepared for: The City of South Bend AMCS Cloud Performance: AMCS will use all reasonable efforts to ensure the AMCS Cloud Environment has no more than 90 minutes downtime per month on a rolling 12 month period outside of the Excluded Minutes detailed below under Service Level Exclusions. Transaction Log backups are taken at hourly intervals to provide "point in time" recovery. Full daily backups of the Customer database are taken and retained for seven (7) days. "AMCS Cloud Environment" means the Platform and Infrastructure that the Service resides on. "Claimed Downtime" means the time greater than 15 continuous minutes during which you claim a Loss of Services during a rolling 12 month period. "Excluded Minutes" means the period of any downtime that is attributed to one or more of the Exclusions as specified in the AMCS Cloud Environment Commitment Exclusions. "Infrastructure" means the composite hardware, software, network resources and services required for the existence, operation and management of an IT environment. "Loss of Service" means your inability to connect to the AMCS Cloud Environment providing your Services to access the Service. If you can connect to the AMCS Cloud Environment to access your Service, there is no Loss of Service. "Platform" means any hardware or software used to host an application or service. "Services" means the services ordered by you and accepted by AMCS as provided under this Agreement. "Verified Outage" means a Claimed Downtime for a particular Service that has been verified by AMCS. ® AMCS Page 5 of 7 Proposal #02022017-003MH Confidential and Proprietary Information V4.4 03/06/2015 4847-7359-7190 1 AMCS Prepared for: The City of South Bend Approved Procedure for Reporting Downtime 1. Your identified master administrative user must report a Claimed Downtime by opening a ticket on the AMCS Customer Portal within 7 days following the end of the Claimed Downtime. The ticket must include Service type, dates and times of the Claimed Downtime, error messages received (if any), contact information, and a full description of the interruption of Service. 2. AMCS will review each Claimed Downtime against Verified Outages. 3. AMCS' determination of the outage is final. 4. Customer agrees to continue to make payment in full for the Service while a Claimed Downtime is being reviewed. 5. AMCS will communicate the review findings to you through written submission. AMCS Cloud Environment Commitment Exclusions Qualified downtime does not apply for periods during which the Service is not available for the following reasons: 1. AMCS is performing system upgrades, enhancements or routine maintenance which has prior approval from the Customer ("Scheduled Maintenance"); 2. Issues relating to upkeep of Customer Data performed by Customer _ 3. Problems with Customer access to the Internet; 4. System administration, commands, and file transfers performed by you or your representatives; 5. Events described in the Force Majeure provision; 6. Suspension of Customer access to the Service as provided in the Agreement; 7. Problems caused by your use of the Service or any Customer User's use of the Service, where the defined business process is not followed; 8. Problems arising from Customer's third party software or applications 9. Problems caused by hardware provided by Customer, 10. Scheduled obligations relating to hardware replacement and hardware upgrades; AMCS is proud to state that there has been 0.0% downtime in the preceding 24 months. It is believed that the City of South Bend has experienced 100% uptime since its inception as a client in the AMCS Cloud Environment. ® AMCS Page 6 of 7 Proposal #02022017-003MH Con0dentlal and Proprietary Information V4.4 03/06/2015 4847-7359-7190 1 0 AMCS Prepared for: The City of South Bend Acceptance Should you choose AMCS solution for your business, please take the following steps to initiate your order and schedule your project: • Initial and sign the included Software License & Services Agreement • Initial and sign any applicable Supplemental Schedules • Complete the AMCS Credit Application • Submit the down payment, to secure the scheduling of your project • Provide physical and email addresses for the person who is to receive the invoice • Provide the physical address for each site NOTES: • This Proposal / Engagement Authorization (EA) pricing is valid for 60 days from the Proposal date, provided that AMCS may cancel this Proposal anytime by delivering notice thereof to the recipient of this Proposal. This is only an estimate - actual costs may vary. • All amounts are invoiced in US dollars. • Sales Taxes are additional and will be charged when applicable. • All terms, conditions, rights, obligations and liabilities relating to or arising from a licensed AMCS business system shall be set forth in the Software License and Services Agreement documents. • Pricing in this proposal reflects enrollment in and payment of a monthly support contract, in agreement with the terms and conditions of this proposal, The License and Professional Services agreement, and any supplementary schedules. • This Proposal does not grant transfer or convey any rights, title or interest in or to any AMCS product. • Additional License purchase or Enhancement development after the initial purchase will result in an increase of CLIENT support fees equal to 21% of the cost of the list price of the License purchase or Enhancement. Enhancement -related documentation will be delivered after the Enhancement, and may be invoiced separately. • On -site labor pricing is based on work being completed during the local hours of 8:00 AM to 5:00 PM. • Work performed or travel required outside of the times specified above, on -site or remotely, as required by customer request or by project deadlines, will be invoiced at 1.5x our regular rates, and not without prior approval from the City. • Work performed or travel required on weekends or AMCS observed Holidays will be invoiced at 2x our regular rates, and not without prior approval from the City. • Remote labor pricing is based on work being completed during the local office hours of the assigned AMCS employee. • Actual travel time will be invoiced at $70 per hour. Travel and lodging expenses will be invoiced at actual cost. Meals will be invoiced at the Per Diem rate of $50 per day. Mileage will be invoiced at the rate of $0.85 per mile. Change to, postponement or cancellation of this project after travel plans have been arranged will result in a 100% charge of travel costs and a 50% charge of committed labor. • Import duties, etc. are the responsibility of the CLIENT. • FOB Origin, Freight Prepaid & Add. • Hardware Fees will be due 50% on PO, 50% on delivery • The Annual License & Support Fees will be due for a minimum of 3 years from the date of signature, 1 year renewals available thereafter • Annual License & Support Fees will be subject to annual increases which will be no more than 3% per annum • Annual License & Support Fee renewals will be billed one month prior to the renewal date, Net 30 APPItOVED Bearr! nL D..ta _ k8 Authorized Signature t4h MAR 2 1 d � Typed or Printed Name Date Title ® AMCS Page 7 of 7 Proposal #02022017-003MH Confidential and Proprietary Information V4.4 03/06/2015 4847-7359-71901 AMCS Resource Technology Route Planner Proposal The City of South Bend Matt Hibbing matt.hibbing@amcsgroup.com Proposal #011172016-010MH Confidential Information Property of AMCS Distribution Restricted to Authorized Persons AMCS Group, Inc. 119 South Fifth Street, PO Box 98, Oxford, PA 19363 1800.962.9264 1 www.amcsgroup.com/us ©AMCS AMCS r1l ResomCe Technology February 171h, 2017 The City of South Bend 3113 Riverside Drive South Bend, IN 46628 Attn: Michael Bronstetter (574) 235-5795 Proposal #11172016-010MH Hi Mike, On behalf of AMCS, I would first like to thank The City of South Bend for your continue support of AMCS and for your consideration of our company and solutions for your route optimization needs. We believe that our experienced employees and proven software bring a value to your organization that no other company can match, and we hope that you feel the same way. What follows is an outline of our Route Planner solution and how it can be deployed within your current infrastructure to deliver the value and results you're seeking. We've outlined the licensing of the module and the estimated cost of rolling out the solution for your current routes which is based on the information we have and subject to some assumptions. Again, thank you for providing us the opportunity to demonstrate our capabilities and present this proposal. If you have any questions, feel free to contact me anytime. Best regards, Matt Hibbing Regional Sales Manager (248) 227-2500- Direct matt.hibbing®amcsgrouo corn O AMCS Page 2 of 9 Proposal #11172016-010MH Confidential and Proprietary Information V9.2 C AMCS Hesau rye Ilr •- u;r Introduction Prepared for: The City of South Bend, IN This proposal represents the annual licensing and support fees for The City of South Bend to run the AMCS Route Planner, route optimization system in conjunction with the current ELEMOS database. It also reflects the cost to set-up and train The City's users during the initial roll -out of the system. Our customers typically achieve the following optimization benefits: • 10%-25% reductions in mileage, CO2 emissions and driving hours • A reduction of 5%-10% in the number of vehicles • 50%— 75% less time spent on planning master routes • 25%— 50% less time spent on daily planning • Significantly improved customer service levels Visibility of future operations & asset requirements based on what -if scenario modeling As discussed, it is anticipated that you could experience the above savings with this optimization at The City of South Bend, and we hereby submit a proposal for AMCS route optimization as the solution for The City of South Bend. Use of Solution This proposal is for the use of AMCS Route Planner within The City of South Bend's solid waste and recycling operations. The system will be deployed for the following planning levels: • Master route optimization for curbside trash routes • Master route optimization for curbside yard routes • Master route optimization for rear load trash routes Daily dynamic pre -execution route optimization for routes supporting extra/bulky item pickup, container management, extra yard waste and missed pickups. Master route optimization will be performed by The City of South Bend's planner/user who will use AMCS Route Planner's user interface. The daily dynamic route optimization will be carried out inside ELEMOS where the user will first define which orders will be assigned on each of the routes. Once assigned, AMCS Route Planner (as a service) will perform the sequence optimization and return the then -optimized sequences of the routes back to ELEMOS to be assigned and sent to the driver for completion. The purpose and advantage of deploying AMCS Route Planner is to provide to The City of South Bend with the ability to optimize the routes whenever needed — maximizing the continued efficiency and cost savings of the route optimization benefits. It is our intention, through this proposal, to develop a well -trained, highly capable, user who will be equipped to operate the system efficiently and optimize the routes in each of the unique service levels the city offers its constituents. 0 AMCS Page 3 of 9 Proposal #11172016-010MH Confidential and Proprietary Information V9.2 AMCS Prepared for: The City of South Bend, IN Phased Approach The delivery of the solution will be split into 3 waste streams. The first stage of the project will be working very closely with only one waste service (e.g. the curbside trash routes). In this stage AMCS will work very closely with the city's chosen user and will begin the in-depth training for each step of set up and optimization process. The following waste streams have been identified: • Curbside trash routes • Curbside yard routes • Daily dynamic routes (Routing Services) After having been thoroughly trained and having gained a deep understanding about how to operate the system and to perform optimization, the user will be able to continue to the next waste service, now working rather independently with the optimization. Naturally, The City of South Bend will continue to be supported from the AMCS consultant. From this point in the project, it is expected the level of support needed will be less and less as the user gains more experience on how to use the software. Delivery The implementation of AMCS Route Planner and the optimization of the first waste service (stage 1) will involve the following activities: 1. Kick-off workshop 2. Data interaction 3. Installation 4. Configuration of optimization parameters 5. Training 6. Support Kick-off workshop The implementation begins with a kick-off workshop focusing on the system and project plan. During the workshop, The City of South Bend will be highly involved in the process of determining needs and priorities based on prospects and finances. In outline, the workshop will center on the following: • Matching The City of South Bend's needs against actual system functionality • Logic, workflow and planning • Specification of data exchange and installation • Project planning Installation and geocoding We will install Route Planner and the built-in third -party products on the agreed number of PCs set up by The City of South Bend. Together, we will jointly test the data export and import. Subsequently, automatic and manual geocoding of all imported orders will be completed by The City of South Bend, supported by AMCS. ® AMCS Page 4 of 9 Proposal #11172016-01OMH Confldential and Proprietary Information V9.2 RAMCS Prepared for: The City of South Bend, IN aesa,,ce Tech,)!af, Configuration of optimization support Test planning using the imported data is carried out by using the AMCS predefined optimization configuration. Following the review of KPI and route quality estimations, the predefined planning parameters will be adjusted, and further optimization is carried out and evaluated. The process of adjusting the parameters may be repeated several times until a preferred optimization configuration is eventually saved in the system for use during daily planning. Training The entire implementation process outlined above will be undertaken in close cooperation between The City of South Bend and AMCS, enabling the users to familiarize themselves with the system via a practical, 'real -world", work and training environment. Concluding the implementation, the super -user and the planners will receive additional training focusing on the day-to-day use of Route Planner, providing good insight into the relevant functionality and expanding the potential uses and utilization of the system. Support On completion of the training, the project will enter the second stage and move into the optimization of the next waste service. At this time, The City of South Bend will receive continual feedback and practical support which will further improve The City's use of AMCS Route Planner. An estimate of the expected support need is detailed within the pricing section of this proposal. License Structure The AMCS Route Planner licenses include annual recurring licenses for the actual system software, for upgrade licenses and for the built-in third -party software and data. The annual vehicle licenses are priced according to the number of vehicles registered for planning in the system and according to which modules are acquired. Included in the annual prices listed below are: • Third -party software MapX from Mapinfo is a GIS tool which is integrated into AMCS Route Planner and used for displaying orders, disposal facilities and routes in maps and for editing the maps and routes. • The third -party database from HERE is a street and address database which is incorporated into AMCS Route Planner and used for geocoding, distance calculation and map generation. • The maintenance license for AMCS Route Planner covers software patches, helpdesk support in connection with software errors, and the right to continual upgrades for newer releases and versions of the system. Any necessary assistance with the actual upgrading is considered as ordinary billable support. Regular support delivered to The City of South Bend which is not covered by the maintenance license is ordinary billable support. © AMCS Page 5 of 9 Proposal #11 Confidential and Proprietary Information V9.2 NAMCS Prepared for: The City of South Bend, IN Proposal The license structure inserted in the price table below is based on using the Route Planner user -interface installation. Regarding the below licenses and estimates please note the following: • The licenses are for up to 14 Routes. AMCS will blend the licenses to account for the variation between Summer & Winter truck schedules the current truck routes. If new Routes are added to either schedule, additional licenses will be required. Winter 0 11 Routes • 8 Daily Trash Routes (Master) • 1 Bulk Item Route (RS) • 1 Container Delivery (RS) • 1 Missed Pickup (RS) *RS = Routing Services Summer 0 16 Routes • 8 Daily Trash Routes (Master) • 4 Yard Waste Routes (Master) • 1 Missed Pickup (RS) • 1 Bulk Item Route (RS) • 1 Extra Items (RS) • 1 Container Delivery (RS) Above waste streams will be configured and planned separately per The City's requirements The estimates are based on the concept of the South Bend user operating the system while AMCS provides configuration support and training. Le.: o The responsibility for South Bend is to secure that the specific order/service location is geocoded correctly o That the possible missing roads are to be manually defined within the software by South Bend users The ability to move customer and route data to and from Route Planner through file import/export will be available as part of the 7.4 Release of ELEMOS. Once the project rollout is complete, as outlined, AMCS Support will upon request from South Bend load optimized routes from Route Planner into ELEMOS once a week. This will continue until either a suitable workaround is made available or the file import/export feature is released in version 7.4 of ELEMOS. AMCS will provide the City of South Bend with a performance review 6 months following go live to validate the value of the solution deployed and provide insight into the utilization of the software. m AMCS Confidential and Proprietary Information Page 6 of 9 Proposal #11172016-010MH V9.2 AMCS Resource Technology Prepared for: The City of South Bend, IN Licensing & Project Management ANNUAL LICENSING AMCS Route Planner Annual Licensing for 14 Routes - Refer to Summer/Winter Schedule above $12,600 ANNUAL SOFTWARE LICENSE FEES $12,600 :•• -. Project Management Mana ement (estimate 16 hrs •@ $155) $2,480 Kick-off meeting (estimate 8 hrs @ $155) $1,240 Installation and geocoding (estimate 16 hrs @ $155) $2,480 Configuration of Optimization Route Planner (estimate 24 hrs @ $155) $3,720 Route Planner (estimate 24 hrs @ $155) $3,720 Route Planner Supplemental Training(estimate 40 hrs @ $155) $6,200 Estimated Labor for Stream 1 ,840 Confi uration (estimate 24 hrs @ $155) • 720 ttt3 Confi uration (estimate 24 hrs @ $155) $3,720 Travel Labor, portal to portal (@ $70 per hour) $980 Travel Expenses (Airfare, Hotel, Rental Car, per diem, etc.) $2,500 ESTIMATED LABOR SUB -TOTAL $30,760 ESTIMATED QUOTE TOTAL (Before freight, taxes, travel labor and expenses) - $43,360 DOM Yearly Support and License fees will be billed upon contract execution and then every year on that anniversary date. Balance — Invoiced weekly as work is performed. Due Net 30 days after invoice date m AMCS Page 7 of 9 Proposal #11172016-010MH Confidential and Proprietary Information V9.2 AMCS Resource Technology Acceptance Prepared for: The City of South Bend, IN Should you choose AMCS solution for your business, please take the following steps to initiate your order and schedule your project: Initial and sign the included Software License & Services Agreement • Initial and sign any applicable Supplemental Schedules • Complete the AMCS Customer Information & Credit Application • Provide physical and email addresses for the person who is to receive the invoice Provide the physical address for each site NOTES: • This Proposal / Engagement Authorization (EA) pricing is valid for 60 days, provided that AMCS may cancel this Proposal anytime by delivering notice thereof to the recipient of this Proposal. This is only an estimate - actual costs may vary. • All amounts are invoiced in US dollars. • Sales Taxes are additional and will be charged when applicable. • All terms, conditions, rights, obligations and liabilities relating to or arising from a licensed AMCS business system shall be set forth in the Software License and Services Agreement documents. • Pricing in this proposal reflects enrollment in and payment of a monthly support contract, in agreement with the terms and conditions of this proposal, The License and Professional Services agreement, and any supplementary schedules. • This Proposal does not grant transfer or convey any rights, title or interest in or to any AMCS product. • Additional Enhancement development after the initial purchase will result in an increase of CLIENT support fees equal to 20% of the cost of the Enhancement. Enhancement -related documentation will be delivered after the Enhancement, and may be invoiced separately. The development rate for additional enhancement will be at the standard $225 per hour. • On -site labor pricing is based on work being completed during the local hours of 8:00 AM to 5:00 PM. • Work performed or travel required outside of the times specified above, on -site or remotely, as required by customer request or by project deadlines, will be invoiced at 1.5x our regular rates, and not without prior approval from the City. • Work performed or travel required on weekends or AMCS observed Holidays will be invoiced at 2x our regular rates, and not without prior approval from the City. • Remote labor pricing is based on work being completed during the local office hours of the assigned AMCS employee. • Actual travel time will be invoiced at $70 per hour. Travel and lodging expenses will be invoiced at actual cost. Meals will be invoiced at the Per Diem rate of $50 per day. Mileage will be invoiced at the rate of $0.85 per mile. Change to, postponement or cancellation of this project after travel plans have been arranged will result in a 100% charge of travel costs and a 50% charge of committed labor. • Import duties, etc. are the responsibility of the CLIENT. • FOB Origin, Freight Prepaid & Add. • Terms: Invoiced weekly as work is performed, Net 30 Days after invoice date • The Annual License & Support Fees will be due for a minimum of 3 years from the date of signature, 1 year renewals available thereafter m AMCS Page 8 of 9 Proposal #11172016-01 Confidential and Proprietary Information V9.2 AMCSPrepared for: The City of South Bend, IN Resource Technology Annual License & Support Fees will be subject to annual increases which will be no more than 3% per annum • Annual License & Support Fee renewals will be billed one month prior to the renewal date, Net 30 • AMCS Route Planner Terms: o This proposal only covers AMCS Route Planner licenses and the directly related third -party licenses. Hardware and additional software, such as Windows and database software, are not included. o AMCS is responsible for any third -party products forming part of AMCS's delivery and for ensuring that CLIENT has the full right to use such products without incurring any other costs than those specified in the AMCS Proposal. o If AMCS's delivery includes third -party data, e.g. a road database, AMCS is only responsible for technically enabling the use of such data in AMCS Route Planner and cannot be held responsible for any lack of data quality and/or data completeness. o The license covers the right to use AMCS Route Planner for the planning and scheduling of a maximum number of assets (unique vehicles or the like), as defined in the AMCS Proposal. This right includes the use of AMCS Route Planner for any of CLIENT'S employed or hired -in assistants. The right to use AMCS Route Planner does not cover use by any third party unless authorized by AMCS. o CLIENT may at any time acquire additional licenses or extended license coverage at the prices defined in the AMCS Proposal, subject to ordinary price adjustment. o AMCS Route Planner may incorporate any available road database upon separate agreement with AMCS. • If the road database is part of the AMCS delivery, this must be defined in the purchase agreement, and CUSTOMER will be obliged to pay for any defined license to use the road database. • AMCS Route Planner includes the software library MapX from Mapinfo as a built-in GIS product. The license for MapX must be purchased through AMCS and is payable per PC on which AMCS Route Planner is installed (or, in a terminal -server environment, per user instance). o AMCS cannot be held responsible for, or is liable for, any direct or indirect losses caused by applying the system optimized routes in the field including but not limited to loss of data, unrealized savings, financial losses or unexpected costs. It is CUENT's responsibility to verify and adjust routes before putting them into production. Authorized Signature '►t'VBOVVD "^•�°t u6 Pu61ic Wor1iA © AMCS Page 9 of 9 Confidential and Proprietary Information V9.2 Date Title Proposal #11172016-010MH BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 2017-02-24 Name Rene Casiano Department Office of Innovation BPW Date 2017-03-14 Phone Extension 5897 I Required Prior to Submittal to Board Legal ® Attorney Name Michael Schmidt Controller ® Controller review is required for all Contracts $5,000.00 or more and greater than one year in length per the City Purchasing Policy Purchasing Check the Appropriate Item Type — Required for All Submissions � Agreement ❑ Contract ❑ Proposal ❑ Addendum ❑ Professional Services ❑ Resolution ❑ Bid Opening ❑ Bid Award ❑ Req. to Advertise ❑ Title Sheet ❑ Quote Opening ❑ Quote Award ❑ Change Order No. ❑ C/O & PCA No. ❑ PCA ❑ Ease/Encroach. ❑ Traffic Control ❑ Other: Information Company or Vendor Name AMCS Group, Inc. New Vendor ❑ Yes ® No ❑ If Yes, Approved by Purchasing MBE/WBE Contractor ❑ MBE ❑ WBE MBE/WBE Contractor Requested ❑ No ❑ Yes Name of Company Project Name Route Planner module Project Number Funding Source Account No. 61l.n(./o_ii. Amount Terms of Contract Purpose/Description Amount of 3 years or when we sign a comprehensive ELEMOS agreement Increase Decrease Previous Amount Current Percent of Change: New Amount Total Percent of Change: Copy Original ❑ ❑ Required Contractor's Certification Form Attached (Non- usion, Non -Discrimination, Non -Debarment. E-Verifv. Iran. et( Dispersal After Approval