HomeMy WebLinkAboutProfessional Services Agreement - EmNet LLC - City's Smart Sewers Agreement Renewal1316 COUNTY -CITY BUILDING,
227 W. JEFFERSON BOULEVARD
Sou'ri-i BEND. INDIANA 46601-1830
December 12, 2017
Jon Schommer
E,rnNet, LLC
121 S. Niles Avenue, Suite #22
South Bend, IN 46617
RE: Professional Services Agreement
Dear Mr. Schommer:
PHONE 574/235-9251
FAX 5741235-9171
The Board of Public Works, at its meeting held on December 12, 2017, approved the
above referenced agreement regarding the renewal of the City's Smart Sewers agreement
in the amount of $280,581.60 per year for a three (3) year contract.
Enclosed please find a copy of the agreement 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: Kieran Fahey, Engineering
GARY A. GiLo,r SUZANNA M. FRITZBERci ELIZABETj i A. MARADIK JAMEs A. MUELLER Ti IERESE J. DORAU
Master Agreement
This Master Agreement (this "Agreement"), dated as of �eC;, —, 2017 (the "Effective Date"),
is by and between EmNet, LLC, an Indiana limited liability company, with offices located at 121
South Niles Avenue, Suite 22, South Bend, Indiana 46617 ("EmNet") and Board of Public Works,
City of South Bend, Indiana ("Customer"), with offices located at
WHEREAS, Customer wishes to procure from EmNet the system and related services described
herein, and EmNet wishes to provide such system and services to Customer, each on the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth
herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Definitions.
"Access Credentials" means any user name, identification number, password, license or security
key, security token, PIN or other security code, method, technology or device used, alone or in
combination, to verify an individual's identity and authorization to access and use the EmNet
Services.
"Action" has the meaning set forth in Section 13.1.
"Agreement" has the meaning set forth in the preamble.
"Authorized User" means each of the individuals authorized to use the EmNet Services pursuant
to Section 3.1 and the other terms and conditions of this Agreement as identified in Schedule B
attached here.
"Confidential Information" has the meaning set forth in Section 10.1.
"Customer" has the meaning set forth in the preamble.
"Customer Data" means, other than Resultant Data, information, data and other content, in any
form or medium, that is collected, downloaded or otherwise received, directly or indirectly from
Customer or an Authorized User by or through the EmNet Services.
"Customer Failure" has the meaning set forth in Section 4.2.
"Customer Systems" means the Customer's information technology infrastructure, including
computers, software, hardware, databases, electronic systems (including database management
systems) and networks, whether operated directly by Customer or through the use of third -party
services.
"Disclosing Party" has the meaning set forth in Section 10.1.
"Documentation" means any manuals, instructions or other documents or materials that EmNet
provides or makes available to Customer in any form or medium and which describe the functionality,
components, features or requirements of the EmNet Services or EmNet Materials, including any
aspect of the installation, configuration, integration, operation, use, support or maintenance thereof.
"Effective Date" has the meaning set forth in the preamble.
"EmNet" has the meaning set forth in the preamble.
"EmNet Disabling Device" means any software, hardware or other technology, device or means
(including any back door, time bomb, time out, drop dead device, software routine or other disabling
device) used by EmNet or its designee to disable Customer's or any Authorized User's access to or
use of the EmNet Services automatically with the passage of time or under the positive control of
EmNet or its designee.
"EmNet Indemnitee" has the meaning set forth in Section 13.2.
"EmNet Materials" means the Service Software, Specifications, Documentation and EmNet
System and any and all other information, data, documents, materials, works and other content,
devices, methods, processes, hardware, software and other technologies and inventions, including any
deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or
used by EmNet or any Subcontractor in connection with the EmNet Services or otherwise comprise
or relate to the EmNet Services or EmNet System. For the avoidance of doubt, EmNet Materials
include Resultant Data and any information, data or other content derived from EmNet's monitoring
of Customer's access to or use of the EmNet Services, but do not include Customer Data.
"EmNet Personnel" means all individuals involved in the performance of EmNet Services as
employees, agents or independent contractors of EmNet or any Subcontractor.
"EmNet Services" has the meaning set forth in Section 2.1.
"EmNet System" means the information technology infrastructure used by or on behalf of EmNet
in performing the EmNet Services, including all computers, software, hardware, databases, electronic
systems (including database management systems) and networks, whether operated directly by
EmNet or through the use of third -party services.
"Fees" has the meaning set forth in Section 8.1.
"Force Majeure Event" has the meaning set forth in Section 15.1.
"Harmful Code" means any software, hardware or other technology, device or means, including
any virus, worm, malware or other malicious computer code, the purpose or effect of which is to (a)
permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in
any manner any (i) computer, software, firmware, hardware, system or network or (ii) any application
or function of any of the foregoing or the security, integrity, confidentiality or use of any data
Processed thereby, or (b) prevent Customer or any Authorized User from accessing or using the
EmNet Services or EmNet System as intended by this Agreement. Harmful Code does not include
any EmNet Disabling Device.
"Indemnitee" has the meaning set forth in Section 13.3.
"Indemnitor" has the meaning set forth in Section 13.3.
"Initial Term" has the meaning set forth in Section 11.1.
"Intellectual Property Rights" means any and all registered and unregistered rights granted,
applied for or otherwise now or hereafter in existence under or related to any patent, copyright,
trademark, trade secret, database protection or other intellectual property rights laws, and all similar
or equivalent rights or forms of protection, in any part of the world.
"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty,
common law, judgment, decree or other requirement of any federal, state, local or foreign government
or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.
"Losses" means any and all losses, damages, liabilities, deficiencies, claims, actions, judgments,
settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including
reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the
cost of pursuing any insurance providers.
"Permitted Use" means any use of the EmNet Services by an Authorized User for the benefit of
Customer solely in or for Customer's internal business operations.
"Person" means an individual, corporation, partnership, joint venture, limited liability entity,
governmental authority, unincorporated organization, trust, association or other entity.
"Privacy and Security PolicX" has the meaning set forth in Section 71.
"Process" means to take any action or perform any operation or set of operations that the EmNet
Services are capable of taking or performing on any data, information or other content, including to
collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log,
catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other derivative
works or improvements, process, retrieve, output, consult, use, perform, display, disseminate,
transmit, submit, post, transfer, disclose or otherwise provide or make available, or block, erase or
destroy, "Processing" and "Processed" have correlative meanings.
"Receiving Party" has the meaning set forth in Section 10.1.
"Reimbursable Expenses" has the meaning set forth in Section 8.3.
"Renewal Term" has the meaning set forth in Section 11.2.
"Representatives" means, with respect to a party, that party's employees, officers and legal
advisors.
"Resultant Data" means information, data and other content that is derived by or through the
EmNet Services from Processing Customer Data and is sufficiently different from such Customer
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Data that such Customer Data cannot be reverse engineered or otherwise identified from the
inspection, analysis or further Processing of such information, data or content.
"Scheduled Downtime" has the meaning set forth in Section 5.
"Service Software" means the EmNet software application or applications and any third -party or
other software, and all new versions, updates, revisions, improvements and modifications of the
foregoing, that EmNet provides remote access to and use of as part of the EmNet Services.
"Specifications" means the specifications for the EmNet Services set forth in Schedule A attached
hereto.
"Subcontractor" has the meaning set forth in Section 2.5.
"Term" has the meaning set forth in Section 11.2.
"Territory" means North America.
"Third Party Materials" means materials and information, in any form or medium, including any
open -source or other software, documents, data, content, specifications, products, equipment or
components of or relating to the EmNet Services that are not proprietary to EmNet.
2. System and Services.
2.1 Services. Subject to and conditioned on Customer's compliance with the terms and
conditions of this Agreement, EmNet shall provide, or cause to be provided, the installation,
maintenance and/or servicing of the EmNet System as particularly described in the attached Schedule
A (the "EmNet Services") in accordance with this Agreement. The EmNet Services shall be
completed within the Term. If the EmNet Services include construction -related professional services,
then EmNet's time for completion of services is conditioned on the time for Customer and its
contractors to complete construction not exceeding 12 months. If the actual time to complete
construction exceeds the number of months indicated, then EmNet's period of service and its total
compensation shall be appropriately adjusted. The EmNet Services may include hosting, managing,
operating and maintaining the EmNet System for use by Customer and its Authorized Users in
substantial conformity with the Specifications, except for:
Scheduled Downtime in accordance with Section 5;
Service downtime or degradation due to a Norte Majeure Event;
any other circumstances beyond EmNet's reasonable control, including Customer's or any
Authorized User's use of Third Party Materials or any use of the EmNet Services other than in
compliance with the express terms of this Agreement and the Specifications; and
any suspension or termination of Customer's or any Authorized Users' access to or use of
the EmNet Services as permitted by this Agreement.
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2.2 Service and System Control. Except as otherwise expressly provided in this Agreement,
Customer has and will retain sole control over the operation, maintenance and management of, and
all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the
EmNet Services and EmNet Materials by any Person by or through the Customer Systems or any
other means controlled by Customer or any Authorized User, including any: (i) information,
instructions or materials provided by any of them to the EmNet Services or EmNet; (ii) results
obtained from any use of the EmNet Services or EmNet Materials; and (iii) conclusions, decisions or
actions based on such use.
2.3 Service Representative. Each party shall, throughout the Term, maintain within its
organization a service representative to serve as such party's primary point of contact for day-to-day
communications, consultation and decision -making regarding the EmNet Services. Each service
representative shall be responsible for providing all day-to-day consents and approvals on behalf of
such party under this Agreement. Each party shall ensure its service representative has the requisite
organizational authority, skill, experience and other qualifications to perform in such capacity. The
parties' initial service representatives are identified in Schedule B. Each party shall use best efforts
to maintain the same service representative in place throughout the Term. If either party's service
representative ceases to be employed by such party or such party otherwise wishes to replace its
service representative, such party shall promptly name a new service representative by written notice
to the other party.
2.4 Changes. EmNet reserves the right, in its sole discretion, to make any changes to the EmNet
Services and EmNet Materials that it deems necessary or useful to: (a) maintain or enhance (i) the
quality or delivery of EmNet's services to its customers, (ii) the competitive strength of or market for
EmNet's services or (iii) the EmNet Services' cost efficiency or performance; or (b) to comply with
applicable Law. Without limiting the foregoing, either party may, at any time during the Term, request
in writing changes to the EmNet Services. No requested changes will be effective unless and until
memorialized in a written change order signed by both parties.
2.5 Subcontractors. EmNet may from time to time in its discretion engage third parties to
perform EmNet Services (each party, a "Subcontractor").
2.6 Suspension or Termination of EmNet Services. EmNet may, directly or indirectly, and by
use of an EmNet Disabling Device or any other lawful means, suspend, terminate or otherwise deny
Customer's, any Authorized User's or any other Person's access to or use of all or any part of the
EmNet Services or EmNet Materials, without incurring any resulting obligation or liability, if: (a)
EmNet receives a judicial or other governmental demand or order, subpoena or law enforcement
request that expressly or by reasonable implication requires EmNet to do so; or (b) EmNet believes,
in its sole discretion, that: (i) Customer or any Authorized User has failed to comply with, any material
term of this Agreement, or accessed or used the EmNet Services beyond the scope of the rights granted
or for a purpose not authorized under this Agreement or in any manner that does not comply with any
instruction or requirement of the Specifications; (ii) Customer or any Authorized User is, has been,
or is likely to be involved in any fraudulent, misleading or unlawful activities relating to or in
connection with any of the EmNet Services; or (iii) this Agreement expires or is terminated. This
Section 2.6 does not limit any of EmNet's other rights or remedies, whether at law, in equity or under
this Agreement.
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3. Authorization and Customer Restrictions.
3.1 Authorization. Subject to and conditioned on Customer's payment of the Fees and
compliance and performance in accordance with all other terms and conditions of this Agreement,
EmNet hereby authorizes Customer to access and use, solely in the Territory and during the Term,
the EmNet Services and such EmNet Materials as EmNet may supply or make available to Customer
solely for the Permitted Use by and through Authorized Users in accordance with the Specifications,
and the conditions and limitations set forth in this Agreement. This authorization is non-exclusive and
non -transferable.
3.2 Reservation of Rights. Nothing in this Agreement grants any right, title or interest in or to
(including any license under) any Intellectual Property Rights in or relating to, the EmNet Services,
EmNet Materials or Third Party Materials, whether expressly, by implication, estoppel or otherwise.
All rights, title and interest in and to the EmNet Services, the EmNet Materials and the Third Party
Materials are and will remain with EmNet and the respective rights holders in the Third Party
Materials.
3.3 Authorization Limitations and Restrictions. Customer shall not, and shall not permit any
other Person to, access or use the EmNet Services or EmNet Materials except as expressly permitted
by this Agreement and, in the case of Third -Party Materials, the applicable third -party license
agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer
shall not, except as this Agreement expressly permits:
copy, modify or create derivative works or improvements of the EmNet Services or EmNet
Materials;
rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make
available any EmNet Services or EmNet Materials to any Person, including on or in connection with
the internet or any time-sharing, service bureau, software as a service, cloud or other technology or
service;
reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or
gain access to the source code of the EmNet Services or EmNet Materials, in whole or in part;
bypass or breach any security device or protection used by the EmNet Services or EmNet
Materials or access or use the EmNet Services or EmNet Materials other than by an Authorized User
through the use of his or her own then valid Access Credentials;
input, upload, transmit or otherwise provide to or through the EmNet Services or EmNet
System, any information or materials that are unlawful or injurious, or contain, transmit or activate
any Harmful Code;
damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any
manner the EmNet Services, EmNet System or EmNet's provision of EmNet Services to any third
party, in whole or in part;
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remove, delete, alter or obscure any trademarks, Specifications, Documentation, warranties
or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights
notices from any EmNet Services or EmNet Materials, including any copy thereof,
access or use the EmNet Services or EmNet Materials in any manner or for any purpose that
infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any
third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or
disclosure of the data of any other EmNet customer), or that violates any applicable Law;
access or use the EmNet Services or EmNet Materials for purposes of competitive analysis
of the EmNet Services or EmNet Materials, the development, provision or use of a competing
software service or product or any other purpose that is to the EmNet's detriment or commercial
disadvantage;
access or use the EmNet Services or EmNet Materials in, or in association with, the design,
construction, maintenance, operation of any hazardous environments, systems or applications, any
safety response systems or other safety -critical applications, or any other use or application in which
the use or failure of the EmNet Services could lead to personal injury or severe physical or property
damage; or
otherwise access or use the EmNet Services or EmNet Materials beyond the scope of the
authorization granted under Section 3.1.
4. Customer Obligations,
4.1 Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up,
maintain and operate in good repair and in accordance with the Specifications all Customer Systems
on or through which the EmNet Services are accessed or used; (b) provide EmNet Personnel with
such access to Customer's premises and Customer Systems as is necessary for EmNet to perform the
EmNet Services in accordance with the Specifications; and (c) provide all cooperation and assistance
as EmNet may reasonably request to enable EmNet to exercise its rights and perform its obligations
under and in connection with this Agreement.
4.2 Effect of Customer Failure or Delay. EmNet is not responsible or liable for any delay or
failure of performance caused in whole or in part by Customer's delay in performing, or failure to
perform, any of its obligations under this Agreement (each, a "Customer Failure").
4.3 Corrective Action and Notice. If Customer becomes aware of any actual or threatened
activity prohibited by Section 3.3, Customer shall, and shall cause its Authorized Users to,
immediately: (a) take all reasonable and lawful measures within their respective control that are
necessary to stop the activity or threatened activity and to mitigate its effects (including, where
applicable, by discontinuing and preventing any unauthorized access to the EmNet Services and
EmNet Materials and permanently erasing from their systems and destroying any data to which any
of them have gained unauthorized access); and (b) notify EmNet of any such actual or threatened
activity.
5. Scheduled Downtime. EmNet will use commercially reasonable efforts to give Customer at least
24 hours prior notice of all scheduled outages of the EmNet Services ("Scheduled Downtime").
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6. Data Backup. The EmNet Services do not replace the need for Customer to maintain regular data
backups or redundant data archives. EMNET HAS NO OBLIGATION OR LIABILITY FOR ANY
LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF
CUSTOMER DATA.
7. Security.
7.1 EmNet System and Security Obligations. EmNet will employ security measures in
accordance with EmNet's data privacy and security policy as amended from time to time, ("Privacy
and Security Policy").
7.2 Data Breach Procedures. EmNet maintains a data breach plan in accordance with the criteria
set forth in EmNet's Privacy and Security Policy and shall implement the procedures required under
such data breach plan on the occurrence of a "Data Breach" (as defined in such plan).
7.3 Customer Control and Responsibility. Customer has and will retain sole responsibility for:
(a) all Customer Data, including its content and use; (b) all information, instructions and materials
provided by or on behalf of Customer or any Authorized User in connection with the EmNet Services;
(c) Customer's information technology infrastructure, including computers, software, databases,
electronic systems (including database management systems) and networks, whether operated
directly by Customer or through the use of third -party services ("Customer Systems"); (d) the security
and use of Customer's and its Authorized Users' Access Credentials; and (e) all access to and use of
the EmNet Services and EmNet Materials directly or indirectly by or through the Customer Systems
or its Authorized Users' Access Credentials, with or without Customer's knowledge or consent,
including all results obtained from, and all conclusions, decisions and actions based on, such access
or use.
7.4 Access and Security. Customer shall employ all physical, administrative and technical
controls, screening and security procedures and other safeguards necessary to: (a) securely administer
the distribution and use of all Access Credentials and protect against any unauthorized access to or
use of the EmNet Services; and (b) control the content and use of Customer Data, including the
uploading or other provision of Customer Data for Processing by the EmNet Services.
8. Fees; Payment Terms.
8.1 Fees. Customer shall pay EmNet the fees set forth in Schedule A ("Fees") in accordance
with this Section 8.
8.2 Fee Increases. EmNet may increase Fees after the first contract year of the Initial Term by
providing written notice to Customer at least 60 calendar days prior to the commencement of that
contract year, and Schedule A will be deemed amended accordingly.
8.3 Reimbursable Expenses. Customer shall reimburse EmNet for out-of-pocket expenses
incurred by EmNet in connection with performing the EmNet Services ("Reimbursable Expenses").
8.4 Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive
of taxes and similar assessments. Customer is responsible for all sales, use and excise taxes, and any
other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental
or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed
on EmNet's income.
8.5 Pam. Customer shall pay all Fees and Reimbursable Expenses on or prior to the due date
set forth in Schedule A. Customer shall make all payments hereunder in US dollars by ACH or other
immediately available funds. Customer shall make payments to the address or account specified in
Schedule A or such other address or account as EmNet may specify in writing from time to time.
8.6 Late Payment. If Customer fails to make any payment when due then, in addition to all other
remedies that may be available:
EmNet may charge interest on the past due amount at the rate of 1.5% per month calculated
daily and compounded monthly or, if lower, the highest rate permitted under applicable Law;
Customer shall reimburse EmNet for all costs incurred by EmNet in collecting any late
payments or interest, including attorneys' fees, court costs and collection agency fees; and
if such failure continues for 5 days following written notice thereof, EmNet may suspend
performance of the EmNet Services until all past due amounts and interest thereon have been paid,
without incurring any obligation or liability to Customer or any other Person by reason of such
suspension.
8.7 No Deductions or Setoffs. All amounts payable to EmNet under this Agreement shall be paid
by Customer to EmNet in full without any setoff, recoupment, counterclaim, deduction, debit or
withholding for any reason (other than any deduction or withholding of tax as may be required by
applicable Law).
9. Intellectual Prooertv Riahts.
9.1 EmNet Services and EmNet Materials. All right, title and interest in and to the EmNet
Services and EmNet Materials, including all Intellectual Property Rights therein, are and will remain
with EmNet and the respective rights holders in the Third -Party Materials. Customer has no right,
license or authorization with respect to any of the EmNet Services or EmNet Materials (including
Third -Party Materials) except as expressly set forth in Section 3.1 or the applicable third -party
license, in each case subject to Section 3.3 All other rights in and to the EmNet Services and EmNet
Materials (including Third -Party Materials) are expressly reserved by EmNet and the respective third -
party licensors. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably
grants to EmNet an assignment of all right, title and interest in and to the Resultant Data, including
all Intellectual Property Rights relating thereto.
9.2 Customer Data. As between Customer and EmNet, Customer is and will remain the sole and
exclusive owner of all right, title and interest in and to all Customer Data, including all Intellectual
Property Rights relating thereto, subject to the rights and permissions granted in Section 9.3.
9.3 Consent to Use Customer Data. Customer hereby irrevocably grants all such rights and
permissions in or relating to Customer Data to EmNet, its Subcontractors and the EmNet Personnel.
10. Confidentiality.
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10.1 Confidential Information. In connection with this Agreement each party (as the "Disclosing
Party") may disclose or make available Confidential Information to the other party (as the "Receiving
Party"). Subject to Section 10.2, "Confidential Information" means information in any form or
medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential
or proprietary, including information consisting of or relating to the Disclosing Party's technology,
trade secrets, know-how, business operations, plans, strategies, customers, flow rates and related data
and pricing, and information with respect to which the Disclosing Party has contractual or other
confidentiality obligations, in each case whether or not marked, designated or otherwise identified as
"confidential". Without limiting the foregoing: all EmNet Materials and the terms of this Agreement
are the Confidential Information of EmNet.
10.2 Exclusions. Confidential Information does not include information that the Receiving Party
can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving
Party without restriction on use or disclosure prior to such information's being disclosed or made
available to the Receiving Party in connection with this Agreement; (b) was or becomes generally
known by the public other than by the Receiving Party's or any of its Representatives' noncompliance
with this Agreement; (c) was or is received by the Receiving Party on a non -confidential basis from
a third party that was not or is not, at the time of such receipt, under any obligation to maintain its
confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records
was or is independently developed by the Receiving Party without reference to or use of any
Confidential Information.
10.3 Protection of Confidential Information. As a condition to being provided with any disclosure
of or access to Confidential Information, the Receiving Party small during the Term and for a period
of 3 years thereafter:
not access or use Confidential Information other than as necessary to exercise its rights or
perform its obligations under and in accordance with this Agreement;
except as may be permitted by and subject to its compliance with Section 10.4, not disclose
or permit access to Confidential Information other than to its Representatives who: (i) need to know
such Confidential Information for purposes of the Receiving Party's exercise of its rights or
performance of its obligations under and in accordance with this Agreement; (ii) have been informed
of the confidential nature of the Confidential Information and the Receiving Party's obligations under
this Section 10.3; and (iii) are bound by confidentiality and restricted use obligations at least as
protective of the Confidential Information as the terms set forth in this Section 10.3;
safeguard the Confidential Information from unauthorized use, access or disclosure using at
least the degree of care it uses to protect its similarly sensitive information and in no event less than
a reasonable degree of care; and
ensure its Representatives' compliance with, and be responsible and liable for any of its
Representatives' non-compliance with, the terms of this Section 10.
10.4 Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by
applicable Law to disclose any Confidential Information then, to the extent permitted by applicable
Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party
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in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy
or waive its rights under Section 10.3; and (b) provide reasonable assistance to the Disclosing Party
in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the
Disclosing Party waives compliance or, after providing the notice and assistance required under this
Section 10.4, the Receiving Party remains required by Law to disclose any Confidential Information,
the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice
of the Receiving Party's outside legal counsel, the Receiving Party is legally required to disclose.
11. Term and Termination.
11.1 Initial Term. The initial term of this Agreement commences as of the Effective Date and,
unless terminated earlier pursuant any of the Agreement's express provisions, will continue in effect
until 36 months from such date (the "Initial Term").
11.2 Renewal. This Agreement will automatically renew for successive 12 month terms unless
earlier terminated pursuant to this Agreement's express provisions or either party gives the other party
written notice of non -renewal at least 60 days prior to the expiration of the then -current term (each a
"Renewal Term" and, collectively, together with the Initial Term, the "Term").
IL 3 Termination. In addition to any other express termination right set forth elsewhere in this
Agreement:
EmNet may terminate this Agreement, effective on written notice to Customer, if Customer:
(i) fails to pay any amount when due hereunder, and such failure continues more than 10 days after
EmNet's delivery of written notice thereof, (ii) breaches any of its obligations under Section 3.3 (Use
Limitations and Restrictions) or Section 10 (Confidentiality), (iii) upon seven days written notice if
Customer demands that EmNet furnish or perform services contrary to EmNet's responsibilities as a
licensed professional, or (iv) upon seven days written notice if the EmNet Services are delayed for
more than 90 days for reasons beyond EmNet's control.
either party may terminate this Agreement, effective on written notice to the other party, if
the other party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii)
being capable of cure, remains uncured 30 days after the non -breaching party provides the breaching
party with written notice of such breach; and
either party may terminate this Agreement, effective immediately upon written notice to the
other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its
debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary
bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any
domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment
for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian or
similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any
material portion of its property or business.
11.4 Effect of Expiration or Termination. Upon any expiration or termination of this Agreement,
except as expressly otherwise provided in this Agreement:
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all rights, licenses, consents and authorizations granted by either party to the other hereunder
will immediately terminate;
EmNet shall immediately cease all use of any Customer Data or Customer's Confidential
Information and (i) promptly return to Customer, or at Customer's written request destroy, all
documents and tangible materials containing, reflecting, incorporating or based on Customer Data or
Customer's Confidential Information; and (ii) permanently erase all Customer Data and Customer's
Confidential Information from all systems EmNet directly or indirectly controls, provided that, for
clarity, EmNet's obligations under this Section 0 do not apply to any Resultant Data;
Customer shall immediately cease all use of any EmNet Services or EmNet Materials and
(i) within 10 days return to EmNet, or at EmNet's written request destroy, all documents and tangible
materials containing, reflecting, incorporating or based on any EmNet Materials or EmNet's
Confidential Information; (ii) permanently erase all EmNet Materials and EmNet's Confidential
Information from all systems Customer directly or indirectly controls; and (iii) certify to EmNet in a
signed written instrument that it has complied with the requirements of this Section 0;
Notwithstanding anything to the contrary in this Agreement, with respect to information and
materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party's
Confidential Information, and (ii) EmNet may retain Customer Data; provided that in the case of each
of subclause (i) such Confidential Information is in its then current state and solely to the extent and
for so long as required by applicable Law; (ii) EmNet may also retain Customer Data in its backups,
archives and disaster recovery systems until such Customer Data is deleted in the ordinary course;
and (iii) all information and materials described in this Section 0 will remain subject to all
confidentiality, security and other applicable requirements of this Agreement; and
EmNet may disable all Customer and Authorized User access to the EmNet Services and
EmNet Materials.
11.5 Surviving Terms. The provisions set forth in the following sections, and any other right or
obligation of the parties in this Agreement that, by its nature, should survive termination or expiration
of this Agreement, will survive any expiration or termination of this Agreement: Section 3.3, Section
10, Section 11.4, this Section 11.5, Section 12, Section 13, Section 14 and Section 16.
12, Representations and Warranties; Standard of Care, Insurance.
12.1 Mutual Representations and Warranties. Each party represents and warrants to the other
party that:
it is duly organized, validly existing and in good standing as a legal entity under the Laws of
the jurisdiction of its incorporation, organization or formation;
it has the full right, power and authority to enter into and perform its obligations and grant
the rights, licenses, consents and authorizations it grants or is required to grant under this Agreement;
the execution of this Agreement by its representative whose signature is set forth at the end
of this Agreement has been duly authorized by all necessary corporate or organizational action of
such party; and
12
when executed and delivered by both parties, this Agreement will constitute the legal, valid
and binding obligation of such party, enforceable against such party in accordance with its terms.
12.2 Additional Customer Representations,.Warranties and Covenants. Customer represents,
warrants and covenants to EmNet that Customer owns or otherwise has and will have the necessary
rights and consents in and relating to the Customer Data so that, as received by EmNet and Processed
in accordance with this Agreement, they do not and will not infringe, misappropriate or otherwise
violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate
any applicable Law.
12.3 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET
FORTH IN SECTION 12.1 AND SECTION 12.2, ALL EMNET SERVICES AND EMNET
MATERIALS ARE PROVIDED "AS IS" AND EMMET HEREBY DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND EMNET
SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON -INFRINGEMENT, AND ALL
WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.
WITHOUT LIMITING THE FOREGOING, EMNET MAKES NO WARRANTY OF ANY KIND
THAT THE EMNET SERVICES OR EMNET MATERIALS, OR ANY PRODUCTS OR RESULTS
OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S
REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED
RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER
SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR
ERROR FREE. ALL THIRD -PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY
REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY
MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD -PARTY OWNER OR
DISTRIBUTOR OF THE THIRD -PARTY MATERIALS,
12.4 Standard of Care.
The standard of care for all EmNet Services performed or furnished by EmNet under this
Agreement will be the care and skill ordinarily used by members of the profession practicing under
similar circumstances at the same time and in the same locality. Subject to the foregoing standard of
care, EmNet and its agents and consultants may use or rely upon design elements and information
ordinarily or customarily furnished by others, including, but not limited to, specialty contractors,
manufacturers, suppliers, and the publishers of technical standards.
EmNet shall not at any time supervise, direct, control, or have authority over any of
Customer's work, nor shall EmNet have authority over or be responsible for the means, methods,
techniques, sequences, or procedures of construction selected or used by any contractor retained by
the Customer, or the safety precautions and programs incident thereto, for security or safety at the
location of the provision of any EmNet Services, nor for any failure of a contractor to comply with
laws and regulations applicable to such contractor's furnishing and performing of its work.
EmNet neither guarantees the performance of any contractor nor assumes responsibility for
any contractor's failure to furnish and perform its work in accordance with the contract between
13
Customer and such contractor. EmNet is not responsible for variations between actual construction
bids or costs and EmNet's opinions or estimates regarding construction costs.
EmNet shall not be responsible for the acts or omissions of any contractor, subcontractor, or
supplier, or of any of their agents or employees or of any other persons (except EmNet's own
employees and subcontractors) or otherwise furnishing or performing any construction work; or for
any decision made regarding the construction contract requirements, or any application,
interpretation, or clarification of the construction contract other than those made by EmNet.
13. Indemnification,
13.1 EmNet Indemnification. EmNet shall indemnify, defend and hold harmless Customer from
and against any and all Losses incurred by Customer arising out of or relating to any claim, suit,
action or proceeding (each, an "Action") by a third party to the extent that such Losses arise from any
allegation in such Action that Customer's use of the EmNet Services (excluding Customer Data and
Third Party Materials) in compliance with this Agreement (including the Specifications) infringes a
U.S. Intellectual Property Right. The foregoing obligation does not apply to any Action or Losses
arising out of or relating to any:
access to or use of the EmNet Services or EmNet Materials in combination with any
hardware, system, software, network or other materials or service not provided or authorized in
writing by EmNet;
modification of the EmNet Services or EmNet Materials other than: (i) by or on behalf of
EmNet; or (ii) with EmNet's written approval in accordance with EmNet's written specification;
failure to timely implement any modifications, upgrades, replacements or enhancements
made available to Customer by or on behalf of EmNet; or
act, omission or other matter described in Section 0, Section 0, Section 0 or Section 0,
whether or not the same results in any Action against or Losses by any EmNet Indemnitee.
13.2 Customer Indemnification. Customer shall indemnify, defend and hold harmless EmNet and
its officers, directors, employees, agents, successors and assigns (each, a "EmNet Indemnitee") from
and against any and all Losses incurred by such EmNet Indemnitee in connection with any Action by
a third party (other than an Affiliate of a EmNet Indemnitee) that arises out of or relates to any:
Customer Data, including any Processing of Customer Data by or on behalf of EmNet in
accordance with this Agreement;
any other materials or information (including any documents, data, specifications, software,
content or technology) provided by or on behalf of Customer or any Authorized User, including
EmNet's compliance with any specifications or directions provided by or on behalf of Customer or
any Authorized User to the extent prepared without any contribution by EmNet;
allegation of facts that, if true, would constitute Customer's breach of any of its
representations, warranties, covenants or obligations under this Agreement;
14
negligence or more culpable act or omission (including recklessness or willful misconduct)
by Customer, any Authorized User, or any third party on behalf of Customer or any Authorized User,
in connection with this Agreement;
the modification of any alert setting or notification that is modified by or at the request of
Customer.
13.3 Indemnification Procedure. Each party shall promptly notify the other party in writing of any
Action for which such party believes it is entitled to be indemnified pursuant to Section 13.1 or
Section 13.2, as the case may be. The party seeking indemnification (the "Indemnitee") shall
cooperate with the other party (the "Indemnitor") at the Indemnitor's sole cost and expense. The
Indemnitor shall immediately take control of the defense and investigation of such Action and shall
employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the
Indemnitor's sole cost and expense. The Indemnitee's failure to perform any obligations under this
Section 13.3 will not relieve the Indemnitor of its obligations under this Section 13 except to the
extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such
failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense
with counsel of its own choosing.
14. Limitations of Liability.
14.1 EXCLUSION OF DAMAGES. IN NO EVENT WILL EMNET OR ANY OF ITS
LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL
OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (a) LOSS OF
PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (b)
IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE EMNET
SERVICES, (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF
DATA OR SYSTEM SECURITY, OR (d) CONSEQUENTIAL, INCIDENTAL, INDIRECT,
EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF
WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR
DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND
NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS
ESSENTIAL PURPOSE.
14.2 CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE COLLECTIVE
AGGREGATE LIABILITY OF EMNET AND ITS LICENSORS, SERVICE PROVIDERS AND
SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT
MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE,
EXCEED THE AMOUNT OF FEES RECEIVED BY EMNET UNDER THIS AGREEMENT. THE
FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY
AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
15. Force Majeure.
15
15.1 No Breach or Default. In no event will EmNet be liable or responsible to Customer, or be
deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or
performing any term of this Agreement, when and to the extent such failure or delay is caused by any
circumstances beyond EmNet's reasonable control (a "Force Majeure Event"), including acts of God,
flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or
blockades in effect on or after the date of this Agreement, national or regional emergency, strikes,
labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by
a governmental or public authority, including imposing an embargo, export or import restriction,
quota or other restriction or prohibition or any complete or partial government shutdown, or national
or regional shortage of adequate power or telecommunications or transportation. Either party may
terminate this Agreement if a Force Majeure Event continues substantially uninterrupted for a period
of 30 days or more.
15.2 Affected Party Obligations. In the event of any failure or delay caused by a Force Majeure
Event, EmNet shall give prompt written notice to Customer stating the period of time the occurrence
is expected to continue and use commercially reasonable efforts to end the failure or delay and
minimize the effects of such Force Majeure Event.
16. Miscellaneous.
16.1 Further Assurances. Upon a party's reasonable request, the other party shall, at the requesting
party's sole cost and expense, execute and deliver all such documents and instruments, and take all
such further actions, necessary to give full effect to this Agreement.
16.2 Relationship of the Parties. The relationship between the parties is that of independent
contractors. Nothing contained in this Agreement shall be construed as creating any agency,
partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship
between the parties, and neither party shall have authority to contract for or bind the other party in
any manner whatsoever.
16.3 Public Announcements. Neither party shall issue or release any announcement, statement,
press release or other publicity or marketing materials relating to this Agreement or otherwise use the
other party's trademarks, service marks, trade names, logos, domain names or other indicia of source,
affiliation or sponsorship, in each case, without the prior written consent of the other party, which
consent shall not be unreasonably withheld, conditioned or delayed, provided, however, that EmNet
may, without Customer's consent, include Customer's name in its lists of EmNet's current or former
customers of EmNet in promotional and marketing materials.
16.4 Notices. All notices, requests, consents, claims, demands, waivers and other
communications under this Agreement have binding legal effect only if in writing and addressed to a
party as set forth in the introductory paragraph above (or to such other address or such other person
that such party may designate from time to time in accordance with this Section 16.4). Notices sent
in accordance with this Section 16.4 will be deemed effectively given: (a) when received, if delivered
by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized
overnight courier, signature required; and (c) on the 51h day after the date mailed by certified or
registered mail, return receipt requested, postage prepaid.
16
16,5 Interpretation. For purposes of this Agreement: (a) the words "include," "includes" and
"including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not
exclusive; (c) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this
Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the
plural, and vice -versa; and (e) words denoting any gender include all genders. Unless the context
otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments and
appendices mean the sections of, and exhibits, schedules, attachments and appendices attached to,
this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument
or other document as amended, supplemented and modified from time to time to the extent permitted
by the provisions thereof; and (z) to a statute means such statute as amended from time to time and
includes any successor legislation thereto and any regulations promulgated thereunder. The parties
intend this Agreement to be construed without regard to any presumption or rule requiring
construction or interpretation against the party drafting an instrument or causing any instrument to be
drafted. The exhibits, schedules, attachments and appendices referred to herein are an integral part of
this Agreement to the same extent as if they were set forth verbatim herein.
16.6 Headings. The headings in this Agreement are for reference only and do not affect the
interpretation of this Agreement.
16.7 Entire Agreement. This Agreement, constitutes the sole and entire agreement of the parties
with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous
understandings, agreements, representations and warranties, both written and oral, with respect to
such subject matter.
16.8 Assignment. Customer shall not assign or otherwise transfer any of its rights, or delegate or
otherwise transfer any of its obligations or performance, under this Agreement, in each case whether
voluntarily, involuntarily, by operation of law or otherwise, without EmNet's prior written consent,
which consent EmNet may give or withhold in its sole discretion, For purposes of the preceding
sentence, and without limiting its generality, any merger, consolidation or reorganization involving
Customer (regardless of whether Customer is a surviving or disappearing entity) will be deemed to
be a transfer of rights, obligations or performance under this Agreement for which EmNet's prior
written consent is required. No delegation or other transfer will relieve Customer of any of its
obligations or performance under this Agreement. Any purported assignment, delegation or transfer
in violation of this Section 16.8 is void, This Agreement is binding upon and inures to the benefit of
the parties hereto and their respective permitted successors and assigns.
16.9 No Third -party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and
their respective permitted successors and permitted assigns and nothing herein, express or implied, is
intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of
any nature whatsoever under or by reason of this Agreement.
16.10 Amendment and Modification,• Waiver. No amendment to or modification of this
Agreement is effective unless it is in writing and signed by an authorized representative of each party.
No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in
writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure
to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement
shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right,
17
remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise
of any other right, remedy, power or privilege.
16.11 Severability. If any provision of this Agreement is invalid, illegal or unenforceable in
any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or
provision of this Agreement or invalidate or render unenforceable such term or provision in any other
jurisdiction. Upon such determination that any term or other provision is invalid, illegal or
unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in a mutually acceptable manner in order that
the transactions contemplated hereby be consummated as originally contemplated to the greatest
extent possible.
16.12 Governing Law; Submission to Jurisdiction. This Agreement is governed by and
construed in accordance with the internal laws of the State of Indiana without giving effect to any
choice or conflict of law provision or rule that would require or permit the application of the laws of
any jurisdiction other than those of the State of Indiana. Any legal suit, action or proceeding arising
out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in
the federal courts of the United States or the courts of the State of Indiana in each case located in the
city of South Bend and County of Saint Joseph, and each party irrevocably submits to the exclusive
jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice
or other document by mail to such party's address set forth herein shall be effective service of process
for any suit, action or other proceeding brought in any such court.
16.13 Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it
may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement
or the transactions contemplated hereby.
16.14 Equitable Relief. Each party acknowledges and agrees that a breach or threatened
breach by such party of any of its obligations under Section 10 or, in the case of Customer, Section
3.3, or Section 4.3, would cause the other party irreparable harm for which monetary damages would
not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other
party will be entitled to equitable relief, including a restraining order, an injunction, specific
performance and any other relief that may be available from any court, without any requirement to
post a bond or other security, or to prove actual damages or that monetary damages are not an adequate
remedy. Such remedies are not exclusive and are in addition to all other remedies that may be
available at law, in equity or otherwise.
16.15 Attorneys' Fees. In the event that any action, suit, or other legal or administrative
proceeding is instituted or commenced by either party hereto against the other party arising out of or
related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys'
fees and court costs from the non -prevailing party.
16.16 Counterparts. This Agreement may be executed in counterparts, each of which is
deemed an original, but all of which together are deemed to be one and the same agreement. A signed
copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission is
deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
18
[SIGNATURE PAGE FOLLOWS]
19
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.
EmNet, LLC
By
Name_: L . k(om T8 —
Title: �� —
BY
Name:
Title:
MC
SCHEDULE A
SERVICES AND FEES
Section 1. Monthly Service. EmNet shall perform the routine maintenance and/or repair services
listed below on the EmNet System for monitoring locations listed in Attachment "A", entitled
"Monitoring Location Schedule," attached hereto and by this reference incorporated as part of this
Schedule A. The services shall include provisions for the virtual website, and physical site to maintain
the System (including dashboard, website access, Hosting Services, connection fees and all labor for
parts, and field equipment).
(a) Hosted Services. EmNet shall maintain a database containing all the data collected by
the monitors for the past three (3) years. EmNet will give the Customer access to the data through
two (2) methods: a web site portal and a database account. EmNet shall maintain the user dashboard
in its current state. If changes to the dashboard are requested by Customer, such changes would be
an Excluded Service.
(b) Routine Telemetry Equipment Repair and Maintenance Services: EmNet on a
scheduled monthly basis will perform repair and maintenance services necessary to keep the telemetry
equipment operating in accordance with manufacturer's design specifications. These services will be
performed as required both in the field and from EmNet. Work will be completed during normal
EmNet business hours. The specific services to be provided by EmNet include:
(i) General telemetry equipment maintenance including battery replacement
(EmNet will replace batteries when batteries' voltages are 'critical' on the diagnostic evaluation).
(ii) Repair of electronic failure internal to the telemetry equipment;
(iii) Repair of communication link failure internal to the telemetry equipment; and
(iv) Repair or replacement of telemetry related circuit boards, internal electronics,
connectors, wiring, chasquis, manhole cover, and miscellaneous items as required.
EmNet shall maintain client related WE13forms which documents all EmNet maintenance and
diagnostics performed.
System Specifications: EmNet will monitor the telemetry system -wide uptime daily.
EmNet shall take action to address problems concerning control valve locations in no
more than three (3) working days from the date that EmNet receives notice of the
underlying issue. For all other monitoring locations, EmNet shall take action to address
problems in no more than five (5) working days from the date that EmNet receives notice
of the underlying issue. »»>EmNet shall exclude from the uptime calculation defined
in Section I, monitoring locations under maintenance and repair due to no fault of EmNet
(e.g. loss of power, node removed for Customer activities/construction, and third -party
maintenance). Liquidated damages will be linked to EmNet uptime performance per
monitoring location per year. EmNet will achieve 95% telemetry uptime for critical
monitoring locations. Critical monitoring locations are defined as outfall, model and
interceptor nodes. All other nodes are non -critical. EmNet will achieve 85% telemetry
uptime for non -critical monitoring locations. A monthly report with the invoice will be
21
submitted by EmNet that shows telemetry node uptime. The price for Monthly Services is
set forth in Attachment "B". If EmNet meets the respective 85% non -critical node and
95% critical node uptime guarantee then this amount will be billed in full each month. If
the above uptime guarantee is not met, then EmNet will only bill for the percentage of
data that is available to the Owner. However, EmNet will not be penalized if:
a. Any sensor monitoring location or associated equipment is removed at the direction
of Owner.
b. Any sensor monitoring location associated with line powered equipment has the
electric power disconnected by the Owner, electric company, or any other third party.
c. Downtime is due to repairs or modifications executed by action of the Owner, its
employees, agents, contractors or invitees.
d. Downtime is due to events beyond EmNet's control such as, but not limited to,
vandalism, construction by others that cut electric lines, unusually heavy debris that
destroys or otherwise disables sensors, sensor or monitor (level transducer, flow
meter, or water quality sensor) function or installation failure, or acts of God (e.g.,
lightning strikes, etc.);
(c) Project Management: The EmNet Services include the following administrative
functions:
(i) One (1) monthly ninety (90) minute meeting between the Customer and EmNet
to review contract status and the system performance overview.
(ii) Monthly data QAIQC
(iii) Service scheduling and related communication
(iv) Annual Summary of service from WEBforms
(v) EmNet shall create, maintain, and keep updated, a document on SharePoint of
all maintenance, repairs, issues that were complete in regards to the City of South Bends CSO
Sites. The document must be accessible to the City of South Bend on SharePoint for review, issues
and updates.
(d) On -Call Maintenance Service: EmNet will perform the following `On -Call
Maintenance' as requested by the Customer. The total cost in time and materials for `On -Call
Maintenance' shall not exceed an average of $4,769.00 per each calendar month. All materials
purchased by the Customer with `On -Call Maintenance' shall remain the property of the Customer.
Any service provided by EmNet beyond the allocated `On -Call Maintenance' will fall under
`Excluded Services'. EmNet will keep and maintain all documentation related to `On -Call
Maintenance'. The following services and equipment may be considered part of `On -Call
Maintenance':
repair process.
(i) Changes or alterations in specifications;
(ii) Painting, refinishing or furnishing materials; and
(iii) Installation, moving or removing of equipment unless required as part of the
22
The request and approval process for these On -Call Maintenance Services will be managed
through a Task Order Process. An example of the task order is shown in Attachment "D". Task
Orders will be relatively small in scope by design. Any potential task order that exceeds $10,000
should be handled as a separate, stand-alone project with a more detailed Scope of Work and
respective budget. The Task Order process can be initiated by the Customer or EmNet. The Task
Order will require approval by both the Customer and EmNet to be valid.
(e) Review of maintenance practices: The maintenance regime as detailed in this schedule
may be altered upon the agreement of both parties.
23
Section II. Excluded Services
(a) The following equipment and services shall be excluded from the monthly
maintenance and repair service agreement if they exceed the allocated quota for `On -Call
Maintenance':
(i) Communication and electrical lines external to the equipment;
(ii) Changes or alterations in specifications;
(iii) Painting, refinishing, or furnishing materials;
(iv) Installation, moving, or removing of equipment unless required as part of the
repair process;
(v) Repairs made necessary by action of the Customer, its employees, agents,
contractors or invitees;
(vi) Any changes to sensor equipment by the Customer that affects the telemetry,
including periodic sensor calibration;
(vii) Repairs made necessary due to attempts by the Customer to repair or maintain
EmNet's equipment unless authorized by EmNet;
(viii) Maintenance and repairs to equipment not specifically identified in
"Attachment A", "Monitoring Location Schedule";
(ix) Service during holidays or weekends, or service not covered by this
Agreement. Holidays are defined as New Year's Day, Martin Luther King Day, Presidents Day, Good
Friday, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day and the day after, Christmas
Eve and Christmas Day;
(x) Maintenance and repairs made necessary due to events beyond EmNet's
control such as, but not limited to, vandalism, construction by others that cut electric lines, unusually
heavy debris that destroys or otherwise disables sensors, sensor or monitor (level transducer, flow
meter, or water quality sensor) function or installation failure, or acts of God (e.g., lightning strikes,
etc.);
(b) Excluded Services requested of EmNet outside of this Scope of Work will be billed
by EmNet on a time and material basis. EmNet does not perform any work requiring confined space
entry.
Section III. Fees EmNet shall prepare invoices for the EmNet Services in accordance with its
standard invoicing practices and submit the invoices to Customer on a monthly basis. Invoices are
due and payable within 30 days of receipt. In addition, EmNet may, after giving seven days written
notice to Customer, suspend all EmNet Services under this Agreement until EmNet has been paid in
full all amounts due for Fees and Reimbursable Expenses and other related charges. Customer waives
any and all non -disputed claims against EmNet for any such suspension. All payments should to
EmNet, LLC and mailed to: EmNet, LLC, Attn: Kellie Culp
121 S. Niles Ave
South Bend, IN 46617
ATTACHMENT A
MONITORING LOCATION SCHEDULE
Real Time Decision Support System
REV date: 4/28/17
120 Sensor Monitoring Locations
Sensor Monitoring Location Table: This Sensor Monitoring Location table identifies the
monitoring locations covered by the Agreement between the Owner of South Bend and EmNet, LLC.
Name
SensTypel
SensType2
SensType3
SensType4
Descr
CSO 044 Valve
C.1.2
Position
No Sensor
No Sensor
No Sensor
CSO 044
CSO 027 Valve
CSO 028 Valve
CSO 027 and
C.10.1
Position
Position
No Sensor
No Sensor
CSO 028
CSO 014 Valve
C.13.1
Position
No Sensor
No Sensor
No Sensor
CSO 014
CSO 004 Valve
C.3b.l
Position
No Sensor
No Sensor
No Sensor
CSO 004
CSO 003 Valve
C.3b.2
Position
No Sensor
No Sensor
No Sensor
CSO 003
CSO 025 Valve
C.8.2
Position
No Sensor
No Sensor
No Sensor
CSO 025
CSO 026 Valve
C.9.1
Position
No Sensor
No Sensor
No Sensor
CSO 026
G.1.1
CSO 001 Depth
No Sensor
No Sensor
No Sensor
CSO 001
G.1.2
CSO 044 Depth
No Sensor
No Sensor
No Sensor
CSO 044
Int. by CSOs 027/028
Int. by CSOs
CSO 027 and
G.10.1
CSO 028 Depth
CSO 027 Depth
Flow
027/028 Depth
CSO 028
G.10.2
CSO 010 Depth
No Sensor
No Sensor
No Sensor
CSO 010
G.11.1
CSO 029 Depth
No Sensor
No Sensor
No Sensor
CSO 029
Trunkline after CSO
CSO 011A West
CSO 011A East
G.11.2
CSO 011B Depth
011 Depth
Depth
Depth
CS0 011
RC#3 Pump Station
G.13.1
Depth
No Sensor
No Sensor
No Sensor
RC#3
CSO 022 Trunkline
CSO 022 Trunkline
CSO 022 Trunkline
G.15.1a
Depth
Flow
Velocity
No Sensor
CSO 022
CSO 022 Overflow
CSO 022 Overflow
CSO 022 Overflow
G.15.1b
Depth
Flow
Velocity
No Sensor
CSO 022
RC#1 Primary Line
G.15.2
CSO 048 Depth
Depth
No Sensor
No Sensor
CSO 048
G.15.3
CSO 021 Depth
No Sensor
No Sensor
No Sensor
CSO 021
Ireland Miami Basin
Ireland Miami Basin
Ireland Miami Basin
Ireland Miami
G.18.1a
Depth
Outflow
Velocity
No Sensor
Basin
Basin 3 (Gate 1)
Basin 5 (Gate 3)
Crest Manor
Kensington
G.19.1a
Level
Basin 4 (Gate2) Level
Level
(Gate 4) Level
Basin
Kensington
G.19.lb
Fairfax Basin Level
Gate 1 Position
Gate 2 Position
Gate 3 Position
Basin
Fairfax Valve
Kensington
G.19.1c
Gate 4 Position
Position
Fairfax Flow
Upstream Flow
Basin
Fairfax Valve
Kensington
G.19.1d
Downstream Flow
Upstream Depth
Gate 4 Mode
Mode
Basin
G.20.2
CSO 042 Depth
No Sensor
No Sensor
No Sensor
CSO 042
25
Int. by CSO 041
G.20.3
CSO 041 Depth
Depth
No Sensor
No Sensor
CSO 041
Deactivated int.
River Stage @ CSO
Deactivated Int. by
by CSO 039
G.21.1
CSO 039 Depth
039
CSO 039 Depth
Velocity
CSO 039
Int. by CSO 039
Int. by CSO 039
G.21.1a
Depth
Int. by CSO 039 Flow
Velocity
No Sensor
CSO 039
G.21.2
CSO 040 Depth
No Sensor
No Sensor
No Sensor
CSO 040
Int. by CSO 038
G.21.3
Depth
No Sensor
No Sensor
No Sensor
CSO 038
G.22.2
CSO 060 Depth
No Sensor
No Sensor
No Sensor
CSO 060
G.24.1
CSO 033 Depth
No Sensor
No Sensor
No Sensor
CSO 033
Int. by CSO 033
Int. by CSO 033
G.24.1a
Depth
Int. by CSO 033 Flow
Velocity
No Sensor
CSO 033
G.24.2
CSO 03S Depth
No Sensor
No Sensor
No Sensor
CSO 035
G.24.3
CSO 036 Depth
No Sensor
No Sensor
No Sensor
CSO 036
CSO 006 Trunkline
CSO 006 Overflow
G.29.1
CSO 006 Depth
Flow
Flow
No Sensor
CSO 006
CSO 006 Trunk
CSO 006 Trunk
G.29.1.a
CSO 006 Depth2
No Sensor
Velocity
Temperature
CSO 006
CSO 006
CSO 006 Overflow
CSO 006 Overflow
Overflow
G.29.1.b
Depth
No Sensor
Velocity
Temperature
CSO 006
G.30.1
CSO 049 Depth
No Sensor
No Sensor
No Sensor
CSO 049
G.30.2
CSO 018 Depth
CSO 018 Flow
CSO 018 Velocity
No Sensor
CSO 018
G.30.3
CSO 019 Depth
No Sensor
No Sensor
No Sensor
CSO 019
CSO 031 Battery
G.30.4
CSO 031 Depth
Voltage
No Sensor
No Sensor
CSO 031
Int. at CSO 037
G.36.1
Depth
No Sensor
No Sensor
No Sensor
CSO 037
Deactivated Int. at
CSO 037 Trunkline
CSO 037
G.36.1a
CSO 037 Depth
CSO 037 Depth
Flow
Overflow Flow
CSO 037
CSO 037
CSO 037 Trunkline
CSO 037 Trunkline
CSO 037 Overflow
Overflow
G.36.1b
Velocity
Temperature
Depth
Velocity
CSO 037
CSO 003 Trunk
CSO 003 Trunk
G.3a.1.a
CSO 003 Depth2
CSO 003 Trunk Flow
Velocity
Temperature
CSO 003
CSO 003
CSO 003 Overflow
CSO 003 Overflow
CSO 003 Overflow
Overflow
G.3a.l.b
Depth
Flow
Velocity
Temperature
CSO 003
Int. by CSO 003
Int. by CSO 003
G.3a.l.c
No Sensor
No Sensor
Velocity
Temperature
CSO 003
Int. by CSO 003
G,3a.la
CSO 003 Depth
Int. by CSO 003 Flow
Depth
No Sensor
CSO 003
G.3a.2
CSO 002 Depth
No Sensor
No Sensor
No Sensor
CSO 002
G.3b,1
CSO 004 Depth
No Sensor
No Sensor
No Sensor
CSO 004
RC#4 @ Leeper Park
G.8.1
Depth
No Sensor
No Sensor
No Sensor
RC#4
Becks Lake
Becks Lake
G.SA.31.1
Becks Lake Depth
Downstream Depth
No Sensor
Battery Voltage
Becks Lake
Int. by CSO 044
1.1.1
Depth
No Sensor
No Sensor
No Sensor
CSO 044
CSO 044 Trunk
CSO 044 Trunk
1.1.3
Depth
CSO 044 Trunk Flow
Velocity
No Sensor
CSO 044
26
CSO 027 Trunk TM
CSO 027 Trunk TM
CSO 027 Trunk TM
CSO 027 and
1.10.2
27 Depth
27 Flow
27 Velocity
No Sensor
CSO 028
CSO 028 Trunk PM28
CSO 028 Trunk PM28
CSO 028 Trunk PM28
CSO 027 and
1.10.3
Depth
Flow
Velocity
No Sensor
CSO 028
Int. by CSO 029
1.11.1
Depth
No Sensor
No Sensor
No Sensor
CSO 029
TMP 028-2 @
CSO 027 and
1.11.2
Niles/Colfax Depth
No Sensor
No Sensor
No Sensor
CSO 028
TMP 011-1 @
1.12.2
South/Main Depth
No Sensor
No Sensor
No Sensor
CSO O11
1.13.1
CSO 014 Depth
No Sensor
No Sensor
No Sensor
CSO 014
TMP 014-1 @
1.13.2
Bronson/LWE Depth
No Sensor
No Sensor
No Sensor
CSO 014
RC#1 - Int. at
RC#1 - Int. at
Secondary Crossing
Primary Crossing
1.15.1-2
Depth
Depth
No Sensor
No Sensor
RC#1
TMP 022-1 @
1.15.3
Ewing/Twyck Depth
No Sensor
No Sensor
No Sensor
CSO 022
TMP 022-2 @
Ridgedale/Twyck
1.16.1
Depth
No Sensor
No Sensor
No Sensor
CSO 022
TMP 018-2 @
Chippewa/E of Main
1.17.1
Depth
No Sensor
No Sensor
No Sensor
CSO 018
TMP 022-3 @
1.18.i
Ireland/High Depth
No Sensor
No Sensor
No Sensor
CSO 022
Ireland Miami Basin
Ireland Miami
1.18.2
Depth
No Sensor
No Sensor
No Sensor
Basin
TMP 001-2 @
Hamilton/Portage
1.2.1
Depth
No Sensor
No Sensor
No Sensor
C5O OD1
Int. by C5O 042
1.20.1
Depth
No Sensor
No Sensor
No Sensor
CSO 042
1.21.2
CSO 038 Depth
No Sensor
No Sensor
No Sensor
CSO 038
TMP 060-1 @
Ruskin/Emerson
1.22.1
Depth
No Sensor
No Sensor
No Sensor
CSO 060
TMP 060-2 @
Ruskin/Oakland
1.22.2
Depth
No Sensor
No Sensor
No Sensor
CSO 060
TMP 060-3 @
1.22.3
Ruskin/Clover Depth
No Sensor
No Sensor
No Sensor
CSO 060
TMP 060-6 @
1.23.1
Ruskin/Esther Depth
No Sensor
No Sensor
No Sensor
CSO 060
TMP 060-5 @
Bellevue/Ruskin
1.23.2
Depth
No Sensor
No Sensor
No Sensor
CSO 060
TMP 060-4 @
1.23.3
Ruskin/Twyck Depth
No Sensor
No Sensor
No Sensor
CSO 060
TMP 031-4 @
Clover/Mishawaka
1.23.6
Depth
No Sensor
No Sensor
No Sensor
CSO 031
Int. by CSO 035
1.24.1
Depth
No Sensor
No Sensor
No Sensor
CSO 035
CSO 035 Trunk
CSO 035 Trunk
1.24.2
Depth
CSO 035 Trunk Flow
Velocity
No Sensor
CSO 035
Int. by CSO 031
1.30.1
Depth
No Sensor
No Sensor
No Sensor
CSO 031
27
Int. by CSO 049
1,30.2
Depth
No Sensor
No Sensor
No Sensor
CSO 049
CSO 031 Trunk PM31
CSO 031 Trunk PM31
CSO 031 Trunk PM31
1.30.4
Depth
Flow
Velocity
No Sensor
CSO 031
TMP 018-1 @
Fellows/Donald
1.32.1
Depth
No Sensor
No Sensor
No Sensor
CSO 018
Bowman Creek
Bowman Creek
1.32.2
Depth - Riley
Temp - Riley
No Sensor
No Sensor
Bowman Creek
Bowman Creek
Bowman Creels
Bowman Creek
Bowman Creek ORP -
Turbidity -
1.32.3
Depth - Studebaker
Temp - Studebaker
Studebaker
Studebaker
Bowman Creek
TMP 006-4 @
Taylor/Western
1.34.1
Depth
No Sensor
No Sensor
No Sensor
CSO 006
Int. Downstream of
1.36.1
CSO 037 Depth
No Sensor
No Sensor
No Sensor
CSO 037
Int. by CSO 002
1.3a.1
Depth
No Sensor
No Sensor
No Sensor
CSO 002
Int. by CSO 004
1.3b.1
Depth
No Sensor
No Sensor
No Sensor
CSO 004
TMP 004-1 @
1.3b.3
Diamond/Portage
No Sensor
No Sensor
No Sensor
CSO 004
TMP 004-2 @
TMP 004-2 @
TMP 004-2 @
Diamond/Woodward
Diamond/Woodward
Diamond/Woodward
1.3b.4
Depth
Flow
Velocity
No Sensor
CSO 004
CSO 004 Trunk
CSO 004 Trunk
1.3b.5
Depth
CSO 004 Trunk Flow
Velocity
No Sensor
CSO 004
TMP 003-2 @
Westmoor/Eclipse
1.4.3
Depth
No Sensor
No Sensor
No Sensor
CSO 003
Kennedy Park Basin
Kennedy Park
1.4.4
Depth
No Sensor
No Sensor
No Sensor
Basin
TMP 006-3 @
1.5.2
Grace/Olive Depth
No Sensor
No Sensor
No Sensor
C50 006
TMP 003-3 @
Sheridan/Sample
1.6.1
Depth
No Sensor
No Sensor
No Sensor
C50 003
1.8.1
Int. by RC#4 Depth
No Sensor
No Sensor
No Sensor
RC#4
1.8.2
CSO 025 Depth
No Sensor
No Sensor
No Sensor
CSO 025
TMP 025-1 @
Tonti/Lafayette
1.8.3
Depth
No Sensor
No Sensor
No Sensor
CSO 025
1.8.4
CSO 007 Depth
No Sensor
No Sensor
No Sensor
CSO 007
1.8.5
CSO 008 Depth
No Sensor
No Sensor
No Sensor
CSO 008
Park and Michigan
1.8.6
Depth
No Sensor
No Sensor
No Sensor
CSO 007
1.9.2
CSO 026 Depth
No Sensor
No Sensor
No Sensor
CSO 026
Int. by CSO 026
1.9.3
Depth
No Sensor
No Sensor
No Sensor
CSO 026
C50 026 Trunk
CSO 026 Trunk
1.9.5
Depth
CSO 026 Trunk Flow
Velocity
No Sensor
CSO 026
LSA.13.3
Int. at RC#3 Depth
No Sensor
No Sensor
No Sensor
RC#3
TMP 027-1 @
CSO 027 and
I.SA.27.2
Corby/Eddy Depth
No Sensor
No Sensor
No Sensor
CSO 028
28
I,SA.7.1
I. SA.7.2
I,SA.SB.1
I.5A.SB.15
1.5A.SB,16
I,SA.SB,17
I,SA,SB,18
I,SA.SB.19
I,SA,5B.2
LSA.SB.3
I.SA.SB.4
I.SA.SB.5
LSA.SB.6
TMP 006-1 @
Madison/LWW
Depth
TMP 006-5 TM6A @
LWW/Blaine Depth
TMP 018-3 @
Dubail/High Depth
River Stage @ East
Race Ramp
Kenmore Depth
Erskine Pond Depth
Erskine Inlet Depth
Falcon Street
TMP 018-4 @
Donald/Nigh Depth
TMP 018-5 @
Erskine/Eckman
Depth
Oliver Plow Basin
Depth
TJX South Basin
Depth
TJX North Basin
Depth
No Sensor
No Sensor
No Sensor
No Sensor
No Sensor
No Sensor
Erskine Inlet Flow
No Sensor
No Sensor
No
Sensor
No
Sensor
No
Sensor
No
Sensor
No
Sensor
No
Sensor
No
Sensor
No
Sensor
No
Sensor
No
Sensor
No
Sensor
No
Sensor
Erskine
Inlet Velocity
No
Sensor
No
Sensor
No
Sensor
No
Sensor
No
Sensor
No Sensor
No Sensor
No Sensor
No Sensor
No Sensor
No Sensor
No Sensor
No Sensor
No Sensor
No Sensor
No Sensor
No Sensor
CSO 006
CSO 006
CSO 018
River Stage
Kenmore
Erskine
Erskine
Becks Lake
CSO 018
CSO 018
Oliver Plow
Basin
TJX Basin
TJX Basin
29
ATTACHMENT B
EmNet
PRICE OF SERVICES
Preferential System Fee: $138.44 per monitoring location
Includes: provisions for the virtual website and physical site to maintain the system"
** Does not cover On Call Maintenance, RT-DSS Enhancements, or Excluded Services
EinNet Service Fee Schedule 2017
Monthly Service
Description
Units/Mo
Price per Unit
Annual Total
Cost
EmNet S stem er Location
120
$138.44
$16,612.80
$199,353.60
SUB -TOTAL
On -Call Maintenance Service
1
$4769.00
$4769.00
$57,228.00
RT-DSS Enhancements
1
$2,000.00
$2,000.00
$24,000.00
TOTAL
NOTES:
For more details regarding the figures in this contract, please refer to "South Bend's RT-DSS Cost
Breakdown" document, dated June 26, 2015.
*denotes contract funds that are billed as used on a monthly basis
2017 EmNet Rates
Labor type
units
Price per Unit
Preferred Client
Discount
Preferred
Client $/hr
Principal
Per hour
$220
15%
$187
Engineer
Per hour,
$168
15%
$143
Field Technical Servicel..
Per hour
1 $150
15%
$128
30
ATTACHMENT C
EMNET
EQUIPMENT PRICE LIST 20V
Unit
Price Per Unit
La iCover
$3,638
Gateway
$2,674
Repeater
$1,294
31
FIVSK141 �OL 1
Date: Month Day, Year
EmNet, LLC
121 S. Niles Ave.,
Suite 22,
South Bend, IN 46617
574.855.1012
www.emnet,net
SOUTH BENDS SERVICE CONTPACT: ON -CALL MAINTENANCE SERVICE
Statement of Work:
Estimated Level of Effort: # hours
Estimated Start Date: # days after receipt of approved Task Order
EmNet Project Manager: Jon Schornmer
Owner of South Bend Approval
Date:
32
SCHEDULE B
AUTHORIZED USERS AND SERVICE REPRESENTATIVE
NAME
COMPANY/
MUNICIPALITY
POSITION
CONTACT
NUMBER
JON SCHOMMER
EMNET, LLC
PROJECT
MANAGER
574-855-1012
EmNet, LLC
By:
Name:,OA/ Sumuut-k
Name:
Title: �fow—,cr Title:
Date: 17- Date:
33
IN WITNESS WHEREOF, the Parties hereto, through their duly authorized representatives,
have caused this Agreement to be executed as of the day and year first written above. The parties
have read and understand the foregoing terms of this Agreement and do, by their respective signatures
hereby agree to its terms.
mNet, LLC
Signature
L - tA 04toy U
Printed Nunn and Title
Date;
IZI S, 461 ,—s Avr <,re 2z
street Address r
P.O. Box
City, Stale Zip
T?1ephoGe P'ax
CITY OF SOUTH BEND, INDIANA
BOARD OF PUBLIC WORKS
Gary A. Gilot, President
James A. Mueller, Member
zz)l
Elizabeth A. Maradik, Member
Therese J. DoraV, Member
Suzanna M. Fritzberg, Member
EmNet Devignated Repreventatitv ATTEST:
N"I'le'Jon Schommer
-4d""e": 121 S. Niles Avenue, Suite 422. South Bond(
IN. 46617
Linda Martin, Clerk
Date: � d' -0 /-/
City Designated Representative
Name: Kelly J. Smith
Title: Director of CSO Operations
34
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date
Name
12/05/2017
Kieran Fahey Department Engineering
N Agreement LJ Contract U Proposal LJ Addendum
® Professional Services ❑ Resolution
❑ Bid Opening ❑ Bid Award ❑ Req. to Advertise ❑ Title Sheet
❑ Quote Opening ❑ Quote Award
❑ Change Order No. ❑ CIO & PCA No. ❑ PCA
❑ Ease/Encroach. ❑ Traffic Control
R Other:
Company or Vendor Name: EmNet
New Vendor ❑ Yes ® No ❑ If Yes, Approved by Purchasing
MBEIWBE Contractor ® MBE ❑ WBE
MBEIWBE Contractor Requested ❑ No ❑ Yes Name of Company
Project Name
Project Number
Funding Source
Account No.
Amount
Terms of Contract
Purpose/Description
Amount of
Previous Amount
Current Percent of Change: %
New Amount $
Total Percent of Change: %
Dispersal After Approval'
Copy
Original
❑
❑
❑
❑
❑
❑