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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• Activities Details • Notes Details • Phone Calls Details • Timesheet Hours • System Configuration Reports What's Not Included • Installing or configuring Microsoft SQL Server,Esri products,or any other third-party applications that may be required for Elements XS. • Configuring and/or publishing map or feature services,including query layers • Configuring Esri web maps,dashboards,or other Esri technology • Setting up preventive and routine maintenance schedules* • Setting up asset scoring* • Setting up service order templates* • Setting up user accounts and user permissions* • Setting up custom application menus* • Setting up basic Elements XS workflows • Configuring default assignments for Service Order templates* • Creation of Elements Advanced Workflows to support custom business process(unless specified in sales agreement) • Training on creation of Elements Advanced Workflows • iT setup(opening ports,installing 115,etc.) • Creating dynamic forms • Creating Custom Reports *Training on how to configure and use these features is provided Additional Terms Business Process Review: At this point in the project we will work with the City to determine existing business process within the divisions.This will result in defined task processes that our team will work into the onboarding process.We will also make suggestions on areas where we could adjust processes to better align with existing Elements XS processes. Annual Pricing An annualrice uplift of p p 396 wilt applyat the start of each renewal term.This adjustment reflects continued investments inproduct innovation,coverage ag expansion,and delivery infrastructure.Novotx will provide written notice no less than 30 days in advance of the renewal date. Required Licensing: All Elements XS deployments require Esri's ArcGIS Enterprise and/or an active subscription to ArcGIS Online.On-premise deployments also require Microsoft SQL Server and a standard Windows server operating environment.Pricing in this agreement does not include these products and Customer is responsible for purchasing,installing,and maintaining these applications. Scope Limitations a Additional Services For all items beyond the original project scope,additional professional services are billed at$1,800 per day($225 per hour).Services beyond the project scope oust be approved by Customer prior to services being performed and will be billed separately.Services beyond the scope of this agreement include: • Any scripts,interfaces,reports or program code requested by the Licensee,other than Program Modifications to the Elements XS applications that provide specific functionality uniquely designed for the Licensee • Consulting services for Custom Applications or Custom Programming performed specifically for the Licensee * Historical data imports require the customer to provide data to Novotx in a tabular format following a template provided by Novotx Any service items discussed during product demonstrations,conference calls,or other events are not included in the scope of this project unless specifically listed as deliverables. On-Site Travel Unless specified otherwise,all on-site trips will be billed at a rate of$1,500 per day plus expenses. Sales Tax Customer agrees to pay any and all applicable sales,use,excise or transaction taxes with respect to the products and services under this Sales Agreement.It is the customers responsibility to pay any and all applicable taxes if the customer is not tax exempt. Past Due Payment and Client Inactivity Client Inactivity or Disengagement When a client chooses to disengage or becomes non-responsive during an implementation process,Novotx will notify the customer and provide 30 business days to re-open active communication. If active communication is not maintained,Novotx will cease work on the project and the client will be required to pay 50%of their annual subscription fees to re-initiate the project.Upon re-initialization,the project will be moved"to the back of the tine"and re-prioritized based upon Novotx workload and resources. Project Acceptance I Transition to Support