R2025-316 Resolution Authorizing an Agreement with Novotx, LLC, to Provide Asset Management Software and Implementation Services, City Project 2024-32

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Exhibit A Maintenance and Support Novotx will provide technical support and maintenance services for the Licensed Software based upon the following terms and conditions and those set forth in the Software License Agreement(''Agreement")to which this Exhibit is attached. Capitalized terms used but not defined in this Exhibit have the meanings given in the Agreement. 1. Technical Support Services: Technical support fee for Maintenance and Support in connection with services shall include call management, entitlement perpetual license will be calculated as of the beginning of verification, issue prioritization, basic installation the annual period based upon the list price of the Licensed assistance, issue analysis, program error re-creation, Software as if a perpetual license were being purchased at application diagnostics and the corresponding resolution such time. Licensee will be invoiced for annual renewals of such issue or issues through operational instruction, on or before the date of expiration of the then current term. work-grounds, or corrections to the object code of the Novotx reserves the right to amend its fees annually with application. Training, implementation, configuration, and prior written notice and Licensee shall have the right to no customization services are outside the scope of technical longer subscribe for Maintenance and Support. support, and are subject to additional charges. 7. Applicability to Free Licenses: If the license for the 2. Maintenance Services: Maintenance services shall Licensed Software is granted free of charge, Licensee will include delivery of all updates (as described below)for the not be entitled to Maintenance and Support unless Licensed Software that are commercially released during expressly agreed by Novotx in the Sales Order, in which the term of Licensee's Maintenance and Support case fees for Maintenance and Support will be as set forth entitlement. Updates consist of new releases that may in the Sales Order, subject to change as provided above. provide functional enhancements and error corrections. New products, separately serialized modules, and 8. Exclusions: Novotx has no obligation to perform software customizations are not considered updates and technical support services related to: (i) hardware, are not included in the maintenance services. Licensee software. data, or services not supplied by Novotx will have sole responsibility for the installation of any (including but not limited to Online Services); (ii) updates. modifications or customizations made to the Licensed Software by anyone other than Novotx or its 3. Scope of Services: Services will be provided during representatives; (iii) installation or use of the Licensed Novotx's normal hours of operation, Monday through Software other than as authorized in the Agreement and Friday from 7:00 AM to 6:00 PM Central Time, excluding described in the Documentation: or (iv) Licensee's failure national holidays. Basic services will include unlimited to implement error corrections, work-grounds; or updates phone and email access to technical support as well as furnished by Novotx (collectively, the ''Excluded online access to Novotx's client services website. Causes"). Without limiting the foregoing, Novotx reserves Enhanced services may also be made available by Novotx the right to charge Licensee additional fees for services from time to time and contracted by Licensee. rendered in connection with reported program errors that 4. Term: Subject to the terms of the Agreement and are subsequently determined to have been due to any of Licensee's payment of all fees specified below, Licensee the Excluded Causes. Any such fees will be charged on a is entitled to receive the Maintenance and Support time-and-materials basis. described herein: (i)for the duration of the License Term if 9. Payment: Licensee is responsible for the full the License Term is fixed-term or subscription-based; or payment, including any applicable sales and/or use taxes, (ii)for a period of one year, measured from the the end of for services received. Licensee's Maintenance and the Warranty Period (and subject to renewal as provided Support entitlement shall immediately expire if payment is below). if the License Term is perpetual. thirty (30) days past due. If Licensee cancels services at 5. Annual Renewal of Service: If the License Term is any time, no refund, pro rated or otherwise, will be perpetual, then thirty (30) days prior to the annual provided. expiration date of Maintenance and Support service, 10. Reinstatement of Services: In the event of Novotx will invoice Licensee for the annual renewal of cancellation of or non-payment for Maintenance and service pursuant to the current terms, conditions and Support, any subsequent renewals will be subject to a pricing then in effect. Such service will be automatically reinstatement charge of 25% of the then-current Licensed renewed unless canceled in writing by Licensee prior to Software perpetual license fee, plus any unpaid historical the annual expiration date or in the event of non-payment and current annual fees. by the renewal date. 11. Registered Users: Licensee shall provide and 6. Fees: Fees for Maintenance and Support services maintain a list of registered users that may be contacted are: (i) included in the fees paid for a fixed-term or by Novotx in relation to Maintenance and Support. subscription-based license to the Licensed Software Licensee may amend the list of registered users at any (provided such license is not granted free of charge): or(ii) time by providing written notice to Novotx. charged on an annual basis, in an amount equal to twenty percent(20%)of the then-current list price of the Licensed 12. Conditions of Service: The receipt and use of the Software (or the most recent list price if the Licensed Licensed Software and associated Maintenance and Software version being used is no longer available for sale Support is subject to the terms and conditions of the by Novotx) if the License Term is perpetual. The annual original Agreement and Licensee's adherence to associated documentation and maintenance of the system